Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Feb. 23, 2022 | |
Document Document And Entity Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Fiscal Period Focus | FY | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
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 | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 124,608,334 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001823794 | |
Documents Incorporated by Reference | Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 790,500 | |
Auditor Name | GRANT THORNTON LLP | |
Auditor Location | Charlotte, North Carolina | |
Auditor Firm ID | 248 | |
Common Stock | ||
Document Document And Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | ARKO | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Document And Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | ARKOW | |
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 252,141 | $ 293,666 |
Restricted cash with respect to bonds | 0 | 1,230 |
Restricted cash | 20,402 | 16,529 |
Short-term loans to subsidiaries | 58,807 | 0 |
Trade receivables, net | 62,342 | 46,940 |
Inventory | 197,836 | 163,686 |
Other current assets | 92,095 | 87,355 |
Total current assets | 683,623 | 609,406 |
Non-current assets: | ||
Property and equipment, net | 548,969 | 491,513 |
Right-of-use assets under operating leases | 1,064,982 | 961,561 |
Right-of-use assets under financing leases, net | 192,378 | 198,317 |
Goodwill recorded on the Cash and Sons Acquisition | 197,648 | 173,937 |
Intangible assets, net | 185,993 | 218,132 |
investments | 0 | 31,825 |
Non-current restricted cash with respect to bonds | 0 | 1,552 |
Equity investment | 2,998 | 2,715 |
Deferred tax asset | 41,047 | 40,655 |
Other non-current assets | 24,637 | 10,196 |
Total assets | 2,942,275 | 2,739,809 |
Current liabilities: | ||
Long-term debt, current portion | 40,384 | 40,988 |
Accounts payable | 172,918 | 155,714 |
Other current liabilities | 137,488 | 133,637 |
Operating leases, current portion | 51,261 | 48,878 |
Financing leases, current portion | 6,383 | 7,834 |
Total current liabilities | 408,434 | 387,051 |
Non-current liabilities: | ||
Long-term debt, net | 676,625 | 708,802 |
Asset retirement obligation | 58,021 | 52,964 |
Operating leases | 1,076,905 | 973,695 |
Financing leases | 229,215 | 226,440 |
Deferred tax liability | 2,546 | 2,816 |
Other non-current liabilities | 136,853 | 96,621 |
Total liabilities | 2,588,599 | 2,448,389 |
Commitments and contingencies - see Note 13 | ||
Series A redeemable preferred stock, no par value; 1,000 shares authorized; 1,000 shares issued and outstanding; Redemption value of $100,000 | 100,000 | 100,000 |
Shareholders' equity: | ||
Common stock (par value $0.0001) - authorized: 400,000 shares; issued and outstanding: 124,132 and 65,541 shares, respectively | 12 | 12 |
Additional paid-in capital | 214,776 | 212,103 |
Accumulated other comprehensive income | 9,119 | 9,119 |
Accumulated earnings (deficit) | 29,545 | (29,653) |
Total shareholders' equity | 253,452 | 191,581 |
Non-controlling interest | 224 | (161) |
Total equity | 253,676 | 191,420 |
Total liabilities, redeemable preferred stock and equity | $ 2,942,275 | $ 2,739,809 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
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 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 124,428,000 | 124,132,000 |
Common stock shares outstanding | 124,428,000 | 124,132,000 |
Series A Redeemable Temporary Equity [Member] | ||
Temporary equity, par value | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total revenues | $ 7,417,398 | $ 4,010,232 | $ 4,128,690 |
Operating expenses: | |||
Fuel costs | 5,275,907 | 2,131,416 | 2,482,472 |
Merchandise costs | 1,143,494 | 1,088,032 | 1,002,922 |
Store operating expenses | 630,518 | 532,422 | 506,524 |
General and administrative expenses | 124,667 | 94,424 | 69,311 |
Depreciation and amortization | 97,194 | 74,396 | 62,404 |
Total operating expenses | 7,271,780 | 3,920,690 | 4,123,633 |
Other expenses, net | 3,536 | 9,228 | 3,733 |
Operating income | 142,082 | 80,314 | 1,324 |
Interest and other financial income | 3,005 | 1,768 | 1,451 |
Interest and other financial expenses | (74,212) | (51,673) | (43,263) |
Income (loss) before income taxes | 70,875 | 30,409 | (40,488) |
Income tax benefit (expense) | (11,634) | 1,499 | (6,167) |
Income (loss) from equity investment | 186 | (1,269) | (507) |
Net income (loss) | 59,427 | 30,639 | (47,162) |
Less: Net income (loss) attributable to non-controlling interests | 229 | 16,929 | (3,623) |
Net income (loss) attributable to ARKO Corp. | 59,198 | 13,710 | (43,539) |
Accretion of redeemable preferred stock | 0 | (3,120) | |
Series A redeemable preferred stock dividends | (5,735) | (157) | |
Net income attributable to common shareholders | $ 53,463 | $ 10,433 | $ (43,539) |
Net income per share attributable to common shareholders - basic | $ 0.43 | $ 0.15 | $ (0.65) |
Net income per share attributable to common shareholders - diluted | $ 0.42 | $ 0.15 | $ (0.65) |
Weighted average shares outstanding: | |||
Basic | 124,412,000 | 71,074,000 | 66,701,000 |
Diluted | 125,437,000 | 71,074,000 | 66,701,000 |
Fuel Revenue [Member] | |||
Revenues: | |||
Total revenues | $ 5,714,333 | $ 2,452,401 | $ 2,703,440 |
Merchandise Revenue [Member] | |||
Revenues: | |||
Total revenues | 1,616,404 | 1,494,342 | 1,375,438 |
Other Revenue [Member] | |||
Revenues: | |||
Total revenues | $ 86,661 | $ 63,489 | $ 49,812 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Other comprehensive income: | |||
Foreign currency translation adjustments | 0 | 4,675 | 4,520 |
Total other comprehensive income | 0 | 4,675 | 4,520 |
Comprehensive income (loss) | 59,427 | 35,314 | (42,642) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 229 | 16,929 | (3,623) |
Comprehensive income (loss) attributable to ARKO Corp. | $ 59,198 | $ 18,385 | $ (39,019) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Balance at January 1, 2019 after adjustments [Member] | Common Stock | Common StockCumulative Effect, Period of Adoption, Adjustment | Common StockBalance at January 1, 2019 after adjustments [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital [Member]Balance at January 1, 2019 after adjustments [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) [Member]Balance at January 1, 2019 after adjustments [Member] | Retained Earnings [Member] | Retained Earnings [Member]Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings [Member]Balance at January 1, 2019 after adjustments [Member] | Total Shareholders' Equity [Member] | Total Shareholders' Equity [Member]Cumulative Effect, Period of Adoption, Adjustment | Total Shareholders' Equity [Member]Balance at January 1, 2019 after adjustments [Member] | Non-Controlling Interests [Member] | Non-Controlling Interests [Member]Cumulative Effect, Period of Adoption, Adjustment | Non-Controlling Interests [Member]Balance at January 1, 2019 after adjustments [Member] |
Balance at Dec. 31, 2018 | $ 224,169 | $ 7,600 | $ 231,769 | $ 6 | $ 0 | $ 6 | $ 94,602 | $ 0 | $ 94,602 | $ (76) | $ 0 | $ (76) | $ (5,135) | $ 5,311 | $ 176 | $ 89,397 | $ 5,311 | $ 94,708 | $ 134,772 | $ 2,289 | $ 137,061 |
Balance, shares at Dec. 31, 2018 | 65,453,000 | 65,453,000 | |||||||||||||||||||
Share-based compensation | 516 | $ 0 | 516 | 0 | 0 | 516 | 0 | ||||||||||||||
Vesting and exercise of restricted share units | 85,000 | ||||||||||||||||||||
Conversion of convertible bonds | 16 | $ 0 | 16 | 0 | 0 | 16 | 0 | ||||||||||||||
Conversion of convertible bonds, shares | 3,000 | ||||||||||||||||||||
Transactions with non-controlling interests | 13,893 | $ 0 | 9,552 | 0 | 0 | 9,552 | 4,341 | ||||||||||||||
Distributions to non-controlling interests | (8,662) | 0 | 0 | 0 | 0 | 0 | (8,662) | ||||||||||||||
Issuance of shares | 0 | ||||||||||||||||||||
Other comprehensive (loss) income | 4,520 | 0 | 0 | 4,520 | 0 | 4,520 | 0 | ||||||||||||||
Sale and Leaseback Transaction, Gain (Loss), Net | (47,162) | 0 | 0 | 0 | (43,539) | (43,539) | (3,623) | ||||||||||||||
Balance at Dec. 31, 2019 | 194,890 | $ 6 | 104,686 | 4,444 | (43,363) | 65,773 | 129,117 | ||||||||||||||
Balance, shares at Dec. 31, 2019 | 65,541,000 | ||||||||||||||||||||
Share-based compensation | 1,891 | $ 0 | 1,891 | 0 | 0 | 1,891 | 0 | ||||||||||||||
Vesting and exercise of restricted share units | 187,000 | ||||||||||||||||||||
Issuance of shares to employees | 200,000 | ||||||||||||||||||||
Conversion of convertible bonds | 137 | $ 0 | 137 | 0 | 0 | 137 | 0 | ||||||||||||||
Conversion of convertible bonds, shares | 29,000 | ||||||||||||||||||||
Issuance of rights | 11,325 | $ 1 | 11,324 | 0 | 0 | 11,325 | 0 | ||||||||||||||
Issuance of rights, shares | 5,749,000 | ||||||||||||||||||||
Transactions with non-controlling interests | 17,830 | $ 0 | 6,361 | 0 | 0 | 6,361 | 11,469 | ||||||||||||||
Purchase of non-controlling interest in GPMP | (93,074) | 0 | (19,092) | 0 | 0 | (19,092) | (73,982) | ||||||||||||||
Distributions to non-controlling interests | (8,710) | 0 | 0 | 0 | 0 | 0 | 8,710 | ||||||||||||||
Issuance of shares - Merger Transactionand purchase of GPM Minority, net of$41.8 million issuance costs, ofwhich $10.4 million was paid inthe form of common stock | 35,094 | $ 5 | 110,073 | 0 | 0 | 110,078 | (74,984) | ||||||||||||||
Issuance of shares for merger transactions, net issuance costs, paid in the form of common stock | 52,426,000 | ||||||||||||||||||||
Accretion and accrued dividends on redeemable preferred stock | (3,277) | $ 0 | (3,277) | 0 | 0 | (3,277) | 0 | ||||||||||||||
Issuance of shares | 0 | ||||||||||||||||||||
Other comprehensive (loss) income | 4,675 | 0 | 0 | 4,675 | 0 | 4,675 | 0 | ||||||||||||||
Sale and Leaseback Transaction, Gain (Loss), Net | 30,639 | 0 | 0 | 0 | 13,710 | 13,710 | 16,929 | ||||||||||||||
Balance at Dec. 31, 2020 | 191,420 | $ 12 | 212,103 | 9,119 | (29,653) | 191,581 | (161) | ||||||||||||||
Balance, shares at Dec. 31, 2020 | 124,132,000 | ||||||||||||||||||||
Share-based compensation | 5,804 | $ 0 | 5,804 | 0 | 0 | 5,804 | 0 | ||||||||||||||
Transactions with non-controlling interests | 0 | 0 | 396 | 0 | 0 | 396 | 396 | ||||||||||||||
Distributions to non-controlling interests | (240) | 0 | 0 | 0 | 0 | 0 | (240) | ||||||||||||||
Series A redeemable preferred stock dividends | (5,735) | 0 | (5,735) | 0 | 0 | (5,735) | 0 | ||||||||||||||
Issuance of shares | 3,000 | $ 0 | 3,000 | 0 | 0 | 3,000 | 0 | ||||||||||||||
Issuance of shares, shares | 296,000 | ||||||||||||||||||||
Other comprehensive (loss) income | 0 | ||||||||||||||||||||
Sale and Leaseback Transaction, Gain (Loss), Net | 59,427 | $ 0 | 0 | 0 | 59,198 | 59,198 | 229 | ||||||||||||||
Balance at Dec. 31, 2021 | $ 253,676 | $ 12 | $ 214,776 | $ 9,119 | $ 29,545 | $ 253,452 | $ (224) | ||||||||||||||
Balance, shares at Dec. 31, 2021 | 124,428,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement Of Stockholders Equity [Abstract] | |
Issuance costs | $ 41.8 |
Issuance costs, paid in the form of common stock | $ 10.4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 97,194 | 74,396 | 62,404 |
Deferred income taxes | 4,848 | (4,747) | 4,299 |
gain on bargain purchase | 0 | 0 | 406 |
Loss (gain) on disposal of assets and impairment charges | 1,384 | 6,060 | (1,291) |
Foreign currency (gain) loss | (1,320) | 6,754 | 10,158 |
Amortization of deferred financing costs, debt discount and premium | 9,304 | 2,236 | 522 |
Amortization of deferred income | (10,327) | (7,650) | (8,848) |
Accretion of asset retirement obligation | 1,705 | 1,359 | 1,549 |
Non-cash rent | 6,359 | 7,051 | 7,582 |
Charges to allowance for credit losses | 601 | 260 | 91 |
Income (loss) from equity investment | (186) | 1,269 | 507 |
Share-based compensation | 5,804 | 1,891 | 516 |
Fair value adjustment of financial assets and liabilities | 3,821 | (1,014) | 0 |
Other operating activities, net | 677 | 115 | 0 |
Changes in assets and liabilities: | |||
Increase in trade receivables | (16,003) | (24,010) | (1,692) |
Decrease (increase) in inventory | (21,816) | 6,618 | (7,302) |
Decrease (increase) in other current assets | (5,421) | (7,864) | 7,212 |
Increase in accounts payable | 16,813 | 26,893 | 8,830 |
Increase in other current liabilities | 7,867 | 46,303 | 5,064 |
Decrease in asset retirement obligation | (130) | (393) | (450) |
Increase in non-current liabilities | (1,410) | 7,676 | 1,714 |
Net cash provided by operating activities | 159,191 | 173,842 | 43,297 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (226,205) | (44,646) | (58,261) |
Purchase of intangible assets | (246) | (30) | 0 |
Proceeds from sale of property and equipment | 284,854 | 1,302 | 18,982 |
Business acquisitions, net of cash | (203,070) | (363,988) | (33,587) |
Purchase of investments | (27,110) | 0 | 0 |
Loans to equity investment | 0 | (189) | (174) |
Net cash used in investing activities | (171,777) | (407,551) | (73,040) |
Cash flows from financing activities: | |||
Lines of credit, net | 0 | (83,515) | 34,893 |
Repayment of related-party loans | 0 | (4,517) | (850) |
Buyback of long-term debt | 0 | (1,995) | 0 |
Receipt of long term debt, net | 484,089 | 570,207 | 50,934 |
Repayment of debt | (531,834) | (58,792) | (18,079) |
Payment of Provision - Pension Fund | 0 | 0 | (17,500) |
Principal payments on financing leases | (8,094) | (8,116) | (9,051) |
Proceeds from failed sale-leaseback | 44,188 | 0 | 0 |
Proceeds from issuance of rights, net | 0 | 11,332 | 0 |
Purchase of non-controlling interest in GPMP | 0 | (99,048) | 0 |
Investment of non-controlling interest in subsidiary | 0 | 19,325 | 0 |
Payment of contingent consideration | (3,828) | 0 | 0 |
Payment of Merger Transaction issuance costs | (4,773) | 0 | 0 |
Issuance of shares in Merger Transaction | 0 | 57,997 | 0 |
Issuance of redeemable preferred stock, net | 0 | 96,880 | 0 |
Dividends paid on redeemable preferred stock | (5,892) | 0 | 0 |
Distributions to non-controlling interests | (240) | (8,710) | (8,654) |
Net cash provided by financing activities | (26,384) | 491,048 | 31,693 |
Effect of exchange rate on cash and cash equivalents and restricted cash | 1,464 | 2,875 | 1,263 |
Net increase in cash and cash equivalents and restricted cash | (38,970) | 257,339 | 1,950 |
Cash and cash equivalents and restricted cash, beginning of year | 312,977 | 52,763 | 49,550 |
Cash and cash equivalents and restricted cash, end of year | 272,543 | 312,977 | 52,763 |
Cash and cash equivalents, beginning of year | 293,666 | 32,117 | 29,891 |
Restricted cash, beginning of year | 16,529 | 14,423 | 13,749 |
Restricted cash with respect to bonds, beginning of year | 2,782 | 6,223 | 5,910 |
Cash and cash equivalents, end of year | 252,141 | 293,666 | 32,117 |
Restricted cash, end of year | 20,402 | 16,529 | 14,423 |
Restricted cash with respect to bonds, end of year | 0 | 2,782 | 6,223 |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents | 272,543 | 312,977 | 52,763 |
Supplementary cash flow information: | |||
Cash received for interest | 428 | 1,323 | 1,809 |
Cash paid for interest | 51,495 | 40,026 | 30,622 |
Cash received for taxes | 226 | 1,856 | 3,445 |
Cash paid for taxes | 14,912 | 1,163 | 2,784 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 8,210 | 7,224 | 2,941 |
Purchases of equipment in accounts payable and accrued expenses | 7,569 | 4,805 | 5,017 |
Purchase of property and equipment under leases | 23,730 | 29,625 | 16,893 |
Disposals of leases of property and equipment | 4,465 | 7,593 | 2,129 |
Issuance of shares | 3,000 | 0 | 0 |
Receipt of related-party receivable payment offset by related-party loan payments | 0 | 7,133 | 0 |
Ares Put Option | 0 | 9,201 | 0 |
Payment to the pension fund by use of funds held in the indemnification escrow account. | $ 0 | $ 0 | $ 1,500 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
General [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”). Our common stock had also been listed on the Tel Aviv Stock Exchange (“TASE”), however, following delisting procedures initiated by the Company, the common stock was delisted from the TASE on February 13, 2022 and the Company ’ s common stock traded on the TASE was transferred to Nasdaq. On September 8, 2020, the Company (then a newly-formed company) entered into a business combination agreement, as amended on November 18, 2020 (the “Merger Agreement”), together with Arko Holdings Ltd. (“Arko Holdings”), Haymaker Acquisition Corp. II, a Delaware corporation and a special purpose acquisition company (“Haymaker”), and additional newly-formed wholly owned subsidiaries of Haymaker that were formed in order to enable the consummation of the merger transaction, as described below (the “Merger Transaction”). Arko Holdings is a corporation incorporated in Israel, whose securities were listed on the TASE prior to the consummation of the Merger Transaction and which held approximately 67.99 % of the equity rights in GPM Investments, LLC, a Delaware limited liability company (“GPM”). On December 22, 2020 (the “Merger Closing Date”), the Merger Transaction was consummated, following which Arko Holdings and Haymaker became wholly owned subsidiaries of the Company. Concurrently with the execution of the Merger Agreement, the third parties who held approximately 32% of the equity rights in GPM (collectively, the “GPM Minority”) entered into an agreement with the Company and Haymaker for the sale of all of the GPM Minority’s rights, directly or indirectly, in GPM, such that, upon the consummation of the Merger Transaction, the Company indirectly held full ownership and control of GPM. The Company’s operations are primarily performed by its subsidiary, GPM. GPM is engaged directly and through fully owned and controlled subsidiaries (directly or indirectly) in retail activity, which includes the operations of a chain of convenience stores, most of which include adjacent gas stations, and in wholesale activity, which includes the supply of fuel to gas stations operated by third parties. As of December 31, 2021, GPM’s activity included the self-operation of 1,406 sites and the supply of fuel to 1,628 gas stations operated by independent dealers, throughout 33 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“US”). As of December 31, 2021, GPM, directly and through certain subsidiaries wholly owned and controlled by it, held approximately 99.8 % of the limited partnership interests in GPM Petroleum LP (“GPMP”) and all of the rights in the general partner of GPMP. For additional information, see Note 3 below. The Company has three reporting segments: retail, wholesale and GPMP. Refer to Note 22 below for further information with respect to the segments. Accounting Treatment of the Merger Transaction The Merger Transaction was accounted for as a reverse recapitalization. For accounting purposes, Haymaker was treated as the “acquired” company and Arko Holdings was considered the accounting acquirer. The Merger Transaction was treated as the equivalent of Arko Holdings’ issuing stock in exchange for the net assets of Haymaker, accompanied by a recapitalization. The net assets of Arko Holdings and Haymaker were stated at historical cost. No goodwill or intangible assets were recorded in connection with the Merger Transaction. Because Arko Holdings was deemed the accounting acquirer, upon the consummation of the Merger Transaction, the historical financial statements of Arko Holdings became the historical financial statements of the combined company. As a result, the financial statements included in this Annual Report on Form 10-K reflect the historical operating results of Arko Holdings prior to the Merger Closing Date and the combined results of the Company, including those of Haymaker, following the Merger Closing Date. Additionally, the Company’s equity structure has been reclassified in all comparative periods up to the Merger Closing Date to reflect the number of shares of the Company’s common stock issued to Arko Holdings’ stockholders in connection with the recapitalization transaction. As such, the share counts, corresponding common stock amounts and earnings per share related to Arko Holdings’ common stock prior to the Merger Transaction have been retroactively reclassified as shares reflecting the exchange ratio established in accordance with the Merger Agreement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates In the preparation of 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 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. Foreign Currency Translation Transactions and balances that are denominated in currencies that differ from the functional currencies have been remeasured into US dollars in accordance with principles set forth in ASC 830, Foreign Currency Matters. At each balance sheet date, monetary items denominated in foreign currencies are translated at exchange rates in effect at the balance sheet date. All exchange gains and losses from the remeasurement mentioned above are reflected in the statement of operations as financial expenses or income, as appropriate. The revenues of the Company and most of its subsidiaries are generated in US dollars. In addition, most of the costs of the Company and most of its subsidiaries are incurred in US dollars. The Company’s management believes that the US dollar is the primary currency of the economic environment in which the Company and most of its subsidiaries operate. Thus, the functional currency of the Company and most of its subsidiaries is the US dollar. For subsidiaries whose functional currency has been determined to be other than the US dollar, assets and liabilities are translated at year-end exchange rates, and statement of operations items are translated at average exchange rates prevailing during the year. Resulting translation differences are recorded as a separate component of accumulated other comprehensive income (loss) in equity. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase, which are not restricted, to be cash equivalents, of which there were $ 0.7 million and $ 102.4 million at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, $ 0.7 million and $ 35.5 million of cash and cash equivalents, respectively, were denominated in New Israeli Shekels (“NIS”). Cash and cash equivalents are maintained at financial institutions. Restricted Cash The Company classifies as restricted cash any cash and cash equivalents that are currently restricted from use in order to comply with agreements with third parties, including cash related to net lottery proceeds. Restricted Cash with Respect to Bonds The Company classified designated cash for specific use only in accordance with the provisions as established in the deed of trust governing the Bonds (Series C), as defined in Note 12 below, as restricted cash with respect to bonds. These amounts were deposited in a financial institution as Reserved Principal and Interest and were intended for use according to the deed of trust governing the Bonds (Series C). The designated cash was classified as current assets and non-current assets according to the date on which the Company was expected to use the balances or according to the nature of the assets to which they were designated. As of December 31, 2020, $ 2.8 million of restricted cash with respect to the bonds was denominated in NIS. On March 30, 2021, Arko Holdings exercised its right to fully redeem the Bonds (Series C). Trade Receivables The majority of trade receivables are typically from independent dealers, customer credit accounts and credit card companies in the ordinary course of business. Balances due in respect of credit cards processed through the Company’s fuel suppliers and other providers are collected within two to three days depending upon the day of the week of the purchase and time of day of the purchase. Receivables from independent dealers and customer credit accounts are typically due within two to 10 days and are stated as amounts due. Accounts that are outstanding longer than the payment terms are considered past due. At each balance sheet date, the Company recognizes a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The expected credit losses on trade receivables are estimated based on historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecasted direction of conditions at the reporting date, including time value of money where appropriate. The expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, as long as the discount impact is material. The Company records an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. The Company writes off receivable amounts when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. The Company has no t experienced significant write-offs for the years ended December 31, 2021, 2020 and 2019. Inventory Inventory is stated at the lower of cost or net realizable value. Inventory cost is determined using the average cost, net of vendor rebates or discounts in the event that they can be attributed to inventory, using the first-in, first-out (FIFO) basis, which approximates the actual cost of the inventory. The net realizable value is an estimate of the sales price in the ordinary course of business less an estimate of the costs required in order to execute the sale. The Company periodically reviews inventory for obsolescence and records a charge to merchandise costs for any amounts required to reduce the carrying value of inventories to net realizable value. Investments Investments consist primarily of US Treasury and other investment grade securities with maturities no longer than one year and certain interest-bearing cash deposits. Investments are considered held-to-maturity and carried at amortized cost. When applicable, the cost of securities sold will be based on the specific identification method. Approximately $ 31.8 million investments at December 31, 2021 and 2020 secured 98% of the outstanding principal amount of the GPMP PNC Term Loan as defined and described in Note 12 below, and will secure this balance until the loan is fully repaid. As a result, this amount was classified as a current asset at December 31, 2021 and a non-current asset at December 30, 2020. Property and Equipment Property and equipment are carried at cost or, if acquired through a business combination, at the fair value of the assets as of the acquisition date, less accumulated depreciation and accumulated impairment losses. Expenditures for maintenance and repairs are charged directly to expense when incurred and major improvements are capitalized. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Range in Years Buildings and leasehold improvements 15 to 40 Signs 5 to 15 Other equipment (primarily office equipment) 5 to 7 Computers, software and licenses 3 to 5 Motor vehicles 7 Fuel equipment 5 to 30 Equipment in convenience stores 5 to 15 Amortization of leasehold improvements is recorded using the straight-line method based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured or the estimated useful lives. Impairment of Long-lived Assets The Company reviews its long-lived assets, including property and equipment, right-of-use assets and amortizable intangible assets, for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If a review indicates that the assets will not be recoverable, based on the expected undiscounted net cash flows of the related asset, an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value and the asset’s carrying value is reduced to fair value. Impairment losses related to property and equipment and right-of-use assets of $ 3.2 million, $ 4.7 million and $ 5.1 million were recorded in relation to closed and non-performing sites as an expense within other expenses, net in the consolidated statements of operations during the years ended December 31, 2021, 2020 and 2019, respectively. No impairment was recognized for long-lived intangible assets during the years ended December 31, 2021, 2020 and 2019. Business Combinations The Company applies the provisions of ASC 805, Business Combinations, and allocates the fair value of purchase consideration to the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. In subsequent periods, the goodwill is measured at cost less accumulated impairment losses. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the excess is recognized immediately within other expenses, net in the consolidated statements of operations as a gain on bargain purchase. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Goodwill and Intangible Assets Goodwill represents the excess of cost over fair value of net assets of businesses acquired. For the purpose of impairment testing, goodwill is allocated to each reporting unit (or groups of reporting units) expected to benefit from the synergies of the business combination. Intangible assets acquired in a business combination are recorded at fair value as of the date acquired. Amortization of finite lived intangible assets is provided using the straight-line method of amortization over the estimated useful lives of the intangible assets as follows: Range in Years Goodwill Indefinite life Trade names 5 Wholesale fuel supply contracts 9 to 14 Option to acquire ownership rights 6 to 15 Option to develop stores 5 Liquor licenses Indefinite life Franchise rights 9 to 20 Goodwill is reviewed annually for impairment, or more frequently if indicators of impairment exist, such as disruptions in the business, unexpected significant declines in operating results or a sustained market capitalization decline. In the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the deficit up to the amount of goodwill recorded. The Company has historically tested goodwill for impairment as of December 31 for each fiscal year; however, in 2021, the Company changed the date of its annual goodwill impairment test to October 1 for operational expediency and to align its testing date with the convention of its public company peers. The Company does not believe that this change in goodwill impairment testing date represents a material change in accounting principle as the change did not have a material effect to the consolidated financial statements in light of the continuing requirement to assess goodwill impairment in the presence of certain indicators. The Company completed the annual impairment analyses for goodwill for the years ended December 31, 2021, 2020 and 2019, and no impairment was recognized. Non-controlling Interest These consolidated financial statements reflect the application of ASC 810, Consolidation, which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholders’ equity, but separate from the parent’s equity, (ii) the amount of consolidated net income attributable to the parent and the non-controlling interest to be clearly identified and presented on the face of the consolidated statements of operations, and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently. The Company’s investments in GPM (until the purchase of the GPM Minority on the Merger Closing Date as described in Note 1 above) and GPMP (until the purchase of the third parties’ interests in GPMP on December 21, 2020 as described in Note 3 below) were accounted for under the method of accounting referred to as the hypothetical liquidation at book value method for allocating the profits and losses. In accordance with this method, profits and losses are allocated between the Company and the non-controlling interest assuming at the end of the reporting period, GPM and GPMP would liquidate or distribute its assets and redeem its liabilities at their book value. Until December 21, 2020, due to the terms of GPMP’s Agreement of Limited Partnership, and the preference provided to the one of the third party investors in the monthly distributions of GPMP as well as in liquidation, the investor’s investment was classified in the consolidated statements of changes in equity as ‘Non-controlling interests.’ A non-controlling interest was also recorded for the interests owned by the seller of the Fuel USA sites and the seller of the Riiser sites (the “Riiser Seller”). Equity Investment For equity investments that are not required to be consolidated, the Company evaluates the level of influence it is able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Equity investments for which the Company determines that the Company has significant influence are accounted for as equity method investment. The Company evaluates its equity method investment presented for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may be impaired. Since January 2014, the Company has held joint control ( 50 %) of Ligad Investments and Construction Ltd. (“Ligad”), which is presented on the Company’s books using the equity method of accounting. As of December 31, 2021, Ligad owed the Company approximately $ 1.0 million, bearing interest at the prime rate plus 1 %, and payable on December 31, 2022 . In September 2020, Ligad entered into an agreement with a third party for the lease of the properties held by it for a period of three years beginning March 1, 2021, in consideration of an annual payment of approximately $ 0.4 million and granted another third party an option, exercisable until September 2022 , to purchase the leased properties for consideration for approximately $ 8.5 million plus value-added taxes, from which the lease payments received will be deducted. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued. Significant estimates of fair value include, among other items, tangible and intangible assets acquired and liabilities assumed through business combinations, certain leases, contingent consideration in business combinations, the Public Warrants (as defined below), the Private Warrants (as defined below), the Deferred Shares (as defined below) and the Ares Put Option (as defined below). The Company also uses fair value measurements to routinely assess impairment of long-lived assets, intangible assets and goodwill. 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 for 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 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. Certain fuel and sales taxes are invoiced by fuel suppliers or collected from customers and remitted to governmental agencies either directly, or through suppliers, by the Company. Whether these taxes are presented on a gross or net basis is dependent on whether the Company is acting as a principal or agent in the sales transaction. Fuel excise taxes are presented on a gross basis for fuel sales because the Company is acting as the primary obligor, has pricing latitude, and is also exposed to inventory and credit risks. Fuel revenue and fuel cost of revenue included fuel taxes of $ 1,004.8 million, $ 584.6 million and $ 500.1 million for 2021, 2020 and 2019, respectively. Revenue recognition patterns are described below by reportable segment: Retail • Fuel revenue and merchandise revenue —Revenues from the sale of merchandise and fuel less discounts given and returns are recognized upon delivery, which is the point at which control and title is transferred, the customer has accepted the product and the customer has significant risks and rewards of owning the product. The Company typically has a right to payment once control of the product is transferred to the customer. Transaction prices for these products are typically at market rates for the product at the time of delivery. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. • Customer loyalty program — The customer loyalty program provides the Company’s customers rights to purchase products at a lower price or at no cost in future periods. The sale of products in accordance with the loyalty program are recognized as multiple performance obligations. The consideration for the sale is allocated to each performance obligation identified in the contract (the actual purchases and the future purchases) on a relative stand-alone selling price basis. Revenue for the rights granted is deferred and recognized on the date on which the Company completes its obligations in respect thereof or when it expires. The related contract liability for the customer loyalty program was approximately $ 1.5 million and $ 1.2 million as of December 31, 2021 and December 31, 2020, respectively, and was included in other current liabilities on the consolidated balance sheets. • Commissions on sales of lottery products, money orders and prepaid value cards —The Company recognizes a commission on the sale of lottery products, money orders, and sales of prepaid value cards (gift or cash cards) at the time of the sale to the consumer. GPMP • GPMP recognizes revenue upon delivery of the fuel to GPM and its subsidiaries selling fuel (both in the retail and wholesale segments) and is eliminated in consolidation. Wholesale • Consignment arrangements— In arrangements of this type, the Company continues to be the owner of the fuel until the date of sale to the final customer (the consumer). In these arrangements, the gross profit which is created from the sale of the fuel is allocated between the Company and the independent dealer based on the terms of the relevant agreement with the independent dealer. The Company recognizes revenues on the date of the sale to the final customer (namely, upon dispensing of the fuel by the consumer which is the date of transfer of control, risks and rewards to the final customer). • Fuel supply arrangements (“Cost Plus”)— In arrangements of this type, the independent dealer purchases the fuel from the Company. The Company recognizes revenue upon delivery of the fuel to the independent dealer (executed by an outside delivery company) which is the date of transfer of ownership of the fuel to the independent dealer. In arrangements of this type, the sales price to the independent dealer is determined according to the terms of the relevant agreement with the independent dealer, which generally includes a stated price of the fuel plus the cost of transportation, prompt pay discounts, rebates and a margin. Refer to Note 22 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations. Fuel Costs and Merchandise Costs The Company records discounts and rebates received from suppliers as a reduction of inventory cost if the discount or rebate is based upon purchases or to merchandise costs if the discount relates to product sold. Discounts and rebates conditional upon the volume of the purchases or on meeting certain other goals are included in the consolidated financial statements on a basis relative to the progress toward the goals required to obtain a discount or rebate, as long as receiving the discounts or rebates is reasonably assured and its amount can be reasonably estimated. The estimate of meeting the goals is based, among other things, on contract terms and historical purchases/sales as compared to required purchases/sales. The Company includes in fuel costs all costs incurred to acquire fuel, including the costs of purchasing and transporting inventory prior to delivery to customers. The Company does not own transportation equipment and utilizes third-party carriers to transport fuel inventory to the retail location. Fuel costs do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs. Accordingly, depreciation is separately classified in the consolidated statements of operations. The Company recognizes merchandise vendor rebates based upon the period of time in which it has completed the unit purchases and/or sales as specified in the merchandise vendor agreements. The Company records such rebates as a reduction of merchandise costs. Certain upfront amounts paid by merchandise suppliers are presented as a liability and are recorded to operations as a reduction of merchandise costs on a straight-line basis relative to the period of the agreement. In the event that the Company does not comply with the conditions of the agreement with the supplier, the Company may be required to repay the unamortized balance of the amount received based on the amortization schedule as defined in each agreement with the merchandise suppliers. These amounts are classified in other non-current liabilities, except for the current maturity which is classified in other current liabilities. Amounts paid to the Company by fuel suppliers for renovation and upgrade costs associated with the rebranding of gas stations are presented as a liability and are recorded to operations as a periodic reduction of fuel costs on a straight-line basis relative to the period of the agreement. In the event that the Company does not comply with the conditions of the agreement with the supplier, the Company may be required to repay the unamortized balance of the grant to the supplier, based on the amortization schedule as defined in each applicable agreement. These grants are classified in other non-current liabilities, except for the current maturity which is classified in other current liabilities. Total purchases from suppliers who accounted for 10% or more of total purchases for the periods presented were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Fuel products - Supplier A $ 776,314 $ 312,231 $ 420,805 Fuel products - Supplier B 638,928 256,606 401,657 Merchandise products - Supplier C 645,257 653,994 610,685 Environmental Costs Environmental expenditures related to existing conditions, resulting from past or current operations and from which no current or future benefit is discernible, are expensed. A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated. If there is a range of reasonably estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range is used. Related expenditures are charged against the liability. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. Advertising Costs Advertising costs are expensed as incurred. Advertising costs, net of co-op advertising reimbursement from certain vendors/suppliers, for the years ended December 31, 2021, 2020 and 2019 were $ 4.4 million, $ 3.8 million and $ 4.0 million, respectively, and were included in store operating and general and administrative expenses in the consolidated statements of operations. Income Taxes Income taxes are accounted for under the provisions of ASC 740, Income Taxes. Current and deferred taxes are recognized in profit or loss, except when they arise from the initial accounting for a business acquisition, in which case the tax effect is included in the accounting for the business acquisition. The current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is provided using the asset and liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax assets are recognized for future tax benefits and credit carryforwards to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date. Deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on the tax rates (and tax laws) that have been enacted by the end of the reporting periods. After determining the total amount of deferred tax assets, a determination is made as to whether it is more likely than not that some portion of the deferred tax assets will not be realized. If it is determined that a deferred tax asset is not likely to be realized, a valuation allowance is established. Deferred tax assets and deferred tax liabilities are offset if the Company had a legally enforceable right to offset current tax assets against current tax liabilities and the deferred tax relates to the same taxable entity and the same tax authority. GPM is taxed as a partnership for US federal and certain state jurisdiction for income tax purposes. Certain subsidiaries of GPM are taxed as a corporation for US federal and state income tax purposes. The taxable income and loss from all activities of GPM, excluding the activities of GPM’s subsidiaries which are taxed as a corporation for US federal purposes, are included in the taxable income or loss of GPM’s members, including Arko Convenience Stores, LLC (“ACS”), a wholly owned subsidiary of Arko Holdings. As a result, current and deferred taxes reflected in the consolidated financial statements until the Merger Closing Date did not include the income or loss allocated to GPM members other than ACS. Uncertain tax positions meeting the more likely than not recognition threshold are measured and recognized in the consolidated financial statements at the largest amount of benefit that has a greater than 50 % likelihood of being realized upon settlement. The Company classifies interest and penalties related to income tax matters as a component of income tax expense in the consolidated statements of operations. Earnings Per Share Basic earnings per share are calculated in accordance with ASC 260, Earnings Per Share, by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share are calculated, if applicable, by adjusting net income (loss) attributable to the Company and the weighted average number of common shares, taking into effect all potential dilutive common shares. Share-Based Compensation ASC 718, Compensation – Stock Compensation, requires the cost of all share-based payments to employees to be recognized in the statement of operations and establishes fair value as the measurement objective in accounting for share-based payment arrangements. ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards on the date of grant. Restricted share units are valued based on the fair market value of the underlying stock on the date of grant. The Company records compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the vesting period of the award. The Company recognizes compensation expense related to stock-based awards with graded vesting on a straight-line ba |
GPM Investments, LLC
GPM Investments, LLC | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Limited Partnership | 3. Limited Partnership Formation of GPMP GPMP commenced its operation in January 2016 and from thereafter the following applies: i. Fuel distribution agreements – GPMP is a party to agreements with fuel suppliers relating to the supply of fuel to GPM and its subsidiaries, and GPM guarantees the obligations under certain of such agreements. ii. Distribution agreement with GPM – GPM and its subsidiaries are engaged with GPMP in an exclusive supply agreement pursuant to which they purchase fuel from GPMP at GPMP’s cost of fuel including taxes and transportation plus a fixed margin. Such supply arrangements have a duration of 10 years from the date they were entered into and, with respect to acquired sites, for 10 years from the date of the applicable acquisition. Purchase of the minority interests in GPMP At December 31, 2021 and 2020, GPM’s (direct and indirect) interest in GPMP was approximately 99.8 % and 99.7 %, respectively, of the limited partnership interests of GPMP. Just prior to the Merger Transaction, third parties owned approximately 19.3 % of the limited partnership interests in GPMP. On December 21, 2020, GPM purchased such interests except for units held by the Riiser Seller which represented, at that time, 0.29 % of the limited partnership interests in GPMP, for a total consideration of approximately $ 98.0 million, plus consideration for the amount of outstanding distributions not yet distributed, which was funded from GPM’s own sources. Part of the proceeds paid by GPM were used to purchase shares of Haymaker in privately negotiated transactions and upon consummation of the Merger Transaction, these shares automatically converted into shares of the Company. The units which the Riiser Seller continues to hold are pledged to GPM to secure certain indemnification and payment obligations granted to GPM by the Riiser Seller. GPM has the right to purchase these units for approximately $ 3.0 million, to be paid by cash or shares as to be determined by GPM and the Riiser Seller has the right to cause certain payment obligations to be satisfied by tendering the units to the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions ExpressStop Acquisition On May 18, 2021 , the Company acquired, in conjunction with two U.S. real estate funds that are unrelated third parties (each a “Real Estate Fund,” collectively the “Real Estate Funds”), 60 self-operated convenience stores and gas stations located in the Midwestern U.S. for consideration of approximately $ 87 million plus the value of inventory and cash in stores on the closing date (the “ExpressStop Acquisition”). The Company financed its share of the consideration from its own sources and the Real Estate Funds paid the purchase price for the seller’s real estate they acquired as described below. At the closing of the transaction, (i) the Company purchased and assumed, among other things, certain vendor agreements, fee simple ownership in 10 sites, equipment in the sites, inventory and goodwill with regard to the acquired activity; and (ii) in accordance with agreements between the Company and each of the Real Estate Funds, in consideration of approximately $ 78 million, the Real Estate Funds purchased the fee simple ownership in 44 of the sites, which are leased to the Company under customary lease terms. One of the Real Estate Funds granted the Company an option to purchase the fee simple ownership in 24 of the sites following an initial four-year period for a purchase price agreed upon between the parties. For accounting purposes, the transaction with this Real Estate Fund was treated as a failed sale-leaseback and resulted in recording a financial liability of approximately $ 44.2 million, which included an additional site added to the agreement with the Real Estate Fund in October 2021. For accounting purposes, the transaction with the other Real Estate Fund, which purchased 20 of the sites, was treated as a sale-leaseback and the Company recorded right-of-use assets and operating lease liabilities of approximately $ 30.0 million in connection therewith. The Company’s total net cash outlay was approximately $ 15.9 million. The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 16,191 Consideration provided by the Real Estate Funds 78,496 Total consideration $ 94,687 Assets acquired and liabilities: Cash and cash equivalents $ 258 Inventory 7,507 Other assets 326 Property and equipment 76,550 Environmental receivables 46 Deferred tax asset 2,435 Intangible assets 2,740 Total assets 89,862 Other liabilities ( 213 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 2,448 ) Total liabilities ( 2,731 ) Total identifiable net assets 87,131 Goodwill $ 7,556 Consideration paid in cash by the Company $ 16,191 Consideration provided by the Real Estate Funds 78,496 Less: cash and cash equivalent balances acquired ( 258 ) Net cash outflow $ 94,429 The Company included identifiable tangible and intangible assets and identifiable liabilities at their fair value based on the information available to the Company’s management on the acquisition closing date, including, among other things, an evaluation performed by external consultants for this purpose. The useful life of the trade name on the date of acquisition was five years . The liquor licenses have indefinite useful lives. As a result of the ExpressStop Acquisition, the Company recorded goodwill of approximately $ 7.6 million, all of which was allocated to the GPMP segment and attributable to the opportunity to add significant volume to the GPMP segment. No ne of the goodwill recognized is tax deductible for U.S. income tax purposes. Acquisition-related costs amounting to approximately $ 2.5 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statement of operations for the year ended December 31, 2021. No acquisition-related costs were recognized for the years ended December 31, 2020 and 2019. Results of operations for the ExpressStop Acquisition for the period subsequent to the acquisition closing date were reflected in the consolidated statement of operations for the year ended December 31, 2021. For the period from the acquisition closing date through December 31, 2021, the Company recognized $ 130.0 million in revenues and $ 2.0 million in net income related to the ExpressStop Acquisition. Handy Mart Acquisition On November 9, 2021 , the Company acquired the operations and leasehold interest of 36 self-operated convenience stores and gas stations and one development parcel, located in North Carolina (the “Handy Mart Acquisition” and together with the ExpressStop Acquisition, the “2021 Acquisitions”). The total consideration for the transaction, including the purchase of real estate by Oak Street pursuant to the Program Agreement as described in Note 8, was approximately $ 112 million plus the value of inventory and cash in the stores on the closing date. The Company financed the consideration for the acquired operations from its own sources, and Oak Street agreed to pay the remaining consideration for certain of the seller’s sites it has agreed to acquire as described below. At the closing of the transaction, the Company purchased and assumed, among other things, certain vendor agreements, equipment, inventory and goodwill with regard to the acquired assets and paid approximately $ 12 million plus the value of inventory and cash in the stores on the closing date. In the fourth quarter of 2021, Oak Street purchased the fee simple ownership in 28 of the sites for approximately $ 93.2 million and in the first quarter of 2022, Oak Street purchased the fee simple ownership in the remaining leased site from the seller for approximately $ 6.7 million. Additionally, at the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street under customary lease terms for the sites Oak Street acquired or will acquire in the Handy Mart Acquisition. As of the closing of the transaction, the Company leases one site, the development parcel and a maintenance facility from the seller and the remaining six sites from other third parties. The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 17,541 Consideration provided by Oak Street 93,202 Total consideration $ 110,743 Assets acquired and liabilities: Cash and cash equivalents $ 50 Inventory 4,914 Other assets 464 Property and equipment 105,838 Right-of-use assets under operating leases 12,047 Intangible assets 1,290 Total assets 124,603 Other liabilities ( 425 ) Environmental liabilities ( 40 ) Operating leases ( 12,047 ) Asset retirement obligations ( 1,348 ) Total liabilities ( 13,860 ) Total identifiable net assets 110,743 Goodwill $ — Consideration paid in cash by the Company $ 17,541 Consideration provided by Oak Street 93,202 Less: cash and cash equivalent balances acquired ( 50 ) Net cash outflow $ 110,693 The initial accounting treatment of the Handy Mart Acquisition reflected in these consolidated 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 acquisition, mainly due to the limited period of time between the acquisition closing date and the date of the consolidated financial statements. Therefore, some of the financial information presented with respect to the Handy Mart Acquisition presented in these consolidated financial statements remains subject to change. The Company included identifiable tangible and intangible assets and identifiable liabilities at their preliminary fair value based on the information available to the Company’s management on the acquisition closing date, including, among other things, an evaluation performed by external consultants for this purpose. The useful life of the trade name on the date of acquisition was five years . No goodwill was recorded as a result of the Handy Mart Acquisition. Acquisition-related costs amounting to approximately $ 0.6 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statement of operations for the year ended December 31, 2021. No acquisition-related costs were recognized for the years ended December 31, 2020 and 2019. Results of operations for the Handy Mart Acquisition for the period subsequent to the acquisition closing date were reflected in the consolidated statement of operations for the year ended December 31, 2021. For the period from the acquisition closing date through December 31, 2021, the Company recognized $ 32.7 million in revenues and $ 0.9 million in net income related to the Handy Mart Acquisition. Empire Acquisition Following a purchase agreement entered into on December 17, 2019 (the “Purchase Agreement”) with unrelated third-parties (the “Empire Sellers”), on October 6, 2020 (the “Closing Date”), the acquisition closed for the purchase of (i) the Empire Sellers’ wholesale business of supplying fuel which included 1,453 gas stations independently-operated by others and (ii) 84 self-operated convenience stores and gas stations, all in 30 states, out of which 10 states in which GPM was not active in prior to the Closing Date and the District of Columbia (the “Empire Acquisition”). As part of the Empire Acquisition, on the Closing Date, the Empire Sellers: (i) sold to GPMP the rights according to agreements with fuel suppliers and all of the rights to supply fuel to 1,537 sites; (ii) sold to a subsidiary of GPM the fee simple ownership rights in 64 sites; (iii) assigned to various of GPM’s subsidiaries leases of 132 sites (including two vacant parcels and one non-operating site) (the “third party leases”); (iv) leased to certain of GPM’s subsidiaries 34 sites (including one vacant parcel) that were valued at approximately $ 60 million that were owned by the Empire Sellers, at terms as specified below (collectively the “Sellers’ Leases”); and (v) sold and assigned to various of GPM’s subsidiaries and GPMP the equipment, inventory, agreements, intangible assets and other rights with regard to the wholesale and retail businesses acquired (collectively, the “Acquired Operations”). The consideration to the Empire Sellers for the Acquired Operations, based on the Purchase Agreement and an amendment dated October 5, 2020, was as follows: • The net consideration paid to the Empire Sellers totaled approximately $ 351 m illion (the “Base Consideration”), including post-closing adjustments, and in addition, approximately $ 10.6 million was paid for the cash and inventory in the stores, net of deposit amounts and other collateral provided by the independent dealers, as of the Closing Date (collectively, the “Closing Consideration”) including post-closing adjustments. • On each of the first five anniversaries of the Closing Date , the Empire Sellers will be paid an amount of $ 4.0 million (total of $ 20.0 million) (the “Additional Consideration”). If the Empire Sellers are entitled to amounts on account of the Contingent Consideration (as defined below), these amounts will initially be applied to accelerate payments on account of the Additional Consideration. In October 2021, the Company paid the Empire Sellers $ 4.0 million of Additional Consideration. • An amount of up to $ 45.0 million (the “Contingent Consideration”) will be paid to the Empire Sellers according to mechanisms set forth in the Purchase Agreement, with regard to the occurrence of the following events during the five years from the Closing Date (the “Earnout Period”): (i) sale and lease to third parties or transfer to self-operation by GPM of sites which leases to third parties expired or are scheduled to expire during the Earnout Period, (ii) renewal of agreements with independent dealers at sites not leased or owned by GPM which agreements expired or are scheduled to expire during the Earnout Period, (iii) improvement in the terms of the agreements with fuel suppliers (with regard to the Acquired Operations and/or GPM’s sites as of the Closing Date), (iv) improvement in the terms of the agreements with transportation companies (with regard to the Acquired Operations and/or GPM’s sites as of the Closing Date), and (v) the closing of additional wholesale transactions that the Empire Sellers has engaged in prior to the Closing Date. The measurement and payment of the Contingent Consideration will be made once a year. GPM was granted options to purchase each of the sites during and at the end of the initial five year term and has a right of first refusal to purchase the assets in the event of sale of the assets to third parties during such term, all as determined in the lease agreements. Refer to Note 8 for detail on the exercise of these purchase options. $ 350 million of the Closing Consideration was paid by use of the Capital One Line of Credit (as defined in Note 12 below). In addition, on the Closing Date, in accordance with the Ares Credit Agreement as described in Note 12 below, a term loan in an amount of $ 63 million was provided to GPM, and was partially used for the payment of the balance of the Closing Consideration. The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 11,790 GPMP Capital One Line of Credit 350,000 Liability resulting from Additional Consideration 17,560 Liability resulting from Contingent Consideration 7,205 Total consideration $ 386,555 Assets acquired and liabilities: Cash and cash equivalents $ 174 Inventory 12,464 Other assets 4,898 Property and equipment 109,317 Wholesale fuel supply contracts 194,000 Option to acquire ownership rights 8,446 Other intangible assets 750 Right-of-use assets under operating leases 210,352 Right-of-use assets under financing leases 15,120 Environmental receivables 491 Deferred tax asset 11,459 Total assets 567,471 Other liabilities ( 4,753 ) Environmental liabilities ( 1,278 ) Asset retirement obligations ( 15,168 ) Operating leases ( 202,500 ) Financing leases ( 13,357 ) Total liabilities ( 237,056 ) Total identifiable net assets 330,415 Goodwill $ 56,140 Consideration paid in cash $ 361,790 Less: cash and cash equivalent balances acquired ( 174 ) Net cash outflow $ 361,616 The Company included identifiable tangible and intangible assets and identifiable liabilities at their fair value based on the information available to the Company’s management on the Closing Date, including, among other things, an evaluation performed by external consultants for this purpose. Specifically, the valuation of the wholesale fuel supply contracts was performed by an external consultant using a combination of the income approach with a weighted average discount rate of 13 % and the market approach with a multiple of 4.0x EBITDA. The weighted average useful life of the wholesale fuel supply contracts on the date of acquisition was 12 years . The option to acquire ownership rights was valued using a Black-Scholes model. In 2021, the Company finalized the accounting treatment of the Empire Acquisition, including the valuation of some of the assets acquired and the goodwill resulting from the acquisition. As a result, the Company primarily reduced property and equipment by approximately $ 16.3 million, reduced the option to acquire ownership rights by $ 2.8 million, increased the deferred tax asset by approximately $ 3.1 million and reduced consideration by $ 2.1 million. The adjustments to the assets acquired resulted in an increase in goodwill of approximately $ 16.2 million. These adjustments resulted in a reduction in depreciation and amortization expenses recorded by approximately $ 2.3 million, of which approximately $ 0.8 million related to amounts recorded for the year ended December 31, 2020. As a result of the business acquisition, the Company recorded goodwill of approximately $ 56.1 million, all of which was allocated to the GPMP segment and attributable to the opportunities to expand into new geographic locations and add a significant amount of volume to the GPMP segment. None of the goodwill recognized is tax deductible for US income tax purposes. Acquisition-related costs amounting to approximately $ 0.3 million, $ 4.2 million and $ 1.5 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively. Results of operations for the acquisition were reflected in the consolidated statement of operations for the years ended December 31, 2020 for the period subsequent to the Closing Date. For the period from the Closing Date through December 31, 2020, the Company recognized $ 477.3 million in revenues and $ 7.7 million in net loss related to the Empire Acquisition. Riiser Acquisition On December 3, 2019, GPM purchased 64 company-operated sites (the “Purchased Sites” and the “Acquired Activity”) located in Wisconsin (the “Riiser Acquisition”) from a third party (the “Riiser Seller”). At the closing, GPM purchased and assumed, among other things, agreements with suppliers (other than fuel suppliers), lease agreements relating to all the Purchased Sites, equipment at the Purchased Sites, franchises and licenses for use of trade names, inventory and goodwill with regard to the Acquired Activity. In addition, at the closing, the Riiser Seller contributed to GPMP all of the Riiser Seller’s rights to existing fuel supply contracts with fuel suppliers and the right to supply fuel to the Purchased Sites. The majority of the Purchased Sites are leased from third parties. The annual rent for the Purchased Sites is approximately $ 7.6 million, to be increased during the terms of the leases as customary. The cash consideration paid at closing was approximately $ 27.8 million, as detailed below: • An amount of $ 13.2 million was paid by GPM, out of which $ 6.8 million was paid for cash and inventory at the Purchased Sites on the closing date and other adjustments. This was financed with the PNC Line of Credit (as described in Note 12 below). In accordance with the purchase agreement, because the store level EBITDA of the Acquired Activity (as defined by the parties) for 2020 was less than the amount specified in the purchase agreement, the Riiser Seller owed the Company $ 3.4 million as of December 31, 2021. • An amount of approximately $ 14.6 million was funded by GPMP by use of the Capital One Line of Credit (as described in Note 12 below). In addition, approximately $ 15.1 million was paid to the Riiser Seller by way of issuing limited partnership units of GPMP as described above. The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 13,186 Non-controlling interest in GPMP 13,893 GPMP Capital One Line of Credit 14,600 Payable to Riiser Seller 320 Less: asset resulting from contingent consideration ( 2,088 ) Total consideration $ 39,911 Assets acquired and liabilities: Cash and cash equivalents $ 489 Inventory 6,973 Other assets 934 Property and equipment 15,345 Trade name 1,000 Right-of-use assets under operating leases 75,171 Deferred tax assets 3,324 Total assets 103,236 Other liabilities ( 1,409 ) Environmental liabilities ( 153 ) Asset retirement obligations ( 4,226 ) Operating leases ( 87,458 ) Total liabilities ( 93,246 ) Total identifiable net assets 9,990 Goodwill $ 29,921 Consideration paid in cash $ 27,786 Less: cash and cash equivalent balances acquired ( 489 ) Net cash outflow $ 27,297 The Company included identifiable tangible and intangible assets and identifiable liabilities at their fair value based on the information available to the Company’s management on the acquisition closing date, including, among other things, an evaluation performed by external consultants for this purpose. The useful life of the trade name on the date of acquisition was five years . As a result of the business acquisition, the Company recorded goodwill of approximately $ 29.9 million, all of which was allocated to the GPMP segment and attributable to the opportunities to expand into new geographic locations and add a significant amount of volume to the GPMP segment. No ne of the goodwill recognized is tax deductible for US income tax purposes. Acquisition-related costs amounting to approximately $ 0.5 million and $ 0.9 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statements of operations for the years ended December 31, 2020 and 2019, respectively. No acquisition-related costs were recognized for the year ended December 31, 2021. Results of operations for the acquisition were reflected in the consolidated statement of operations for the year ended December 31, 2019 for the period subsequent to the closing date. For the period from the closing date through December 31, 2019, the Company recognized $ 15.2 million in revenues and an immaterial amount in net income (loss) related to the Riiser Acquisition. Additional 2019 Acquisitions Town Star Acquisition – On April 2, 2019 , GPM purchased from a third party 18 company-operated convenience stores and gas stations located in Florida, which were leased from third parties (the “Town Star Acquisition”). The consideration paid on account of the Town Star Acquisition (including transition service agreement costs of $ 1.2 million) was approximately $ 4.1 million and was primarily financed with the GPMP Capital One Line of Credit (as described in Note 12). At the closing, GPMP purchased the right to supply fuel to the acquired sites in exchange for GPM amending its fuel supply agreement with GPMP for 10 years with respect to such acquired sites. The seller was in a Chapter 11 bankruptcy proceeding. Cash and Sons Acquisition – On October 16, 2019 , GPM purchased from a third party five company-operated convenience stores and gas stations located in Arkansas (the “Cash and Sons Acquisition”). The consideration paid at closing was approximately $ 3.0 million plus $ 0.5 million primarily for the value of cash and inventory in the stores on the closing date. As part of the purchase agreement, GPM leases the stores under a master lease from the seller for 15 years , with six additional five year options . The master lease contains purchase options granting GPM the right to purchase the sites. The details of these two additional business acquisitions were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 867 GPMP Capital One Line of Credit 5,500 Total consideration $ 6,367 Assets acquired and liabilities assumed at the Cash and cash equivalents $ 77 Inventory 1,623 Other assets 118 Environmental receivables 18 Property and equipment 3,910 Right-of-use assets under operating leases 20,189 Options to acquire ownership rights 1,315 Total assets 27,250 Other liabilities ( 223 ) Environmental liabilities ( 431 ) Asset retirement obligations ( 768 ) Operating leases ( 19,291 ) Deferred tax liabilities ( 29 ) Total liabilities ( 20,742 ) Total identifiable net assets 6,508 Bargain gain recorded on the Town Star Acquisition ( 406 ) Goodwill recorded on the Cash and Sons Acquisition $ 265 Consideration paid in cash $ 6,367 Less: cash and cash equivalent balances acquired ( 77 ) Net cash outflow on acquisition dates $ 6,290 The Company included identifiable tangible and intangible assets and identifiable liabilities at their fair value based on the information available to the Company’s management on the acquisition closing date, including, among other things, an evaluation performed by external consultants for this purpose. The useful life of the options to acquire ownership rights on the date of acquisition was approximately 10 years . The Town Star Acquisition resulted in a gain on bargain purchase of approximately $ 0.4 million which represented the difference between the fair value of the assets acquired and liabilities recognized of approximately $ 3.3 million and the total fair value of the consideration transferred of approximately $ 2.9 million, and was primarily the result of the seller being in bankruptcy. The Company recognized this gain within other expenses, net in the consolidated statement of operations. As a result of the Cash and Sons Acquisition, the Company recorded goodwill of approximately $ 0.3 million. The goodwill was fully allocated to the GPMP segment and attributable to the opportunities to expand within existing geographic locations and add volume to the GPMP segment. None of the goodwill recognized is tax deductible for US income tax purposes. Acquisition-related costs amounting to $ 2.0 million (which include a transition service agreement with the Town Star seller) have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statement of operations for the year ended December 31, 2019. No acquisition-related costs were recognized for the years ended December 31, 2021 and 2020. Results of operations for the acquisition were reflected in the consolidated statement of operations for the year ended December 31, 2019 for the period subsequent to the closing date. For the period from the closing dates through December 31, 2019, the Company recognized $ 46.1 million in revenues and $ 0.7 million in net loss related to these acquisitions. |
Trade Receivables
Trade Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Trade Receivables | 5. Trade Receivables Trade receivables consisted of the following: As of December 31, 2021 2020 (in thousands) Credit card receivables $ 30,113 $ 23,593 Independent dealers and customer credit accounts receivables, net 32,229 23,347 Total trade receivables, net $ 62,342 $ 46,940 An allowance for credit losses is provided based on management’s evaluation of outstanding accounts receivable. The Company had reserved $ 1.1 million and $ 0.6 million for uncollectible independent dealers and customer credit accounts receivables as of December 31, 2021 and 2020, respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consisted of the following: As of December 31, 2021 2020 (in thousands) Fuel inventory $ 63,102 $ 38,125 Merchandise inventory 126,147 118,285 Lottery inventory 8,587 7,276 Total inventory $ 197,836 $ 163,686 Merchandise inventory consisted primarily of cigarettes, other tobacco products, beer, wine, non-alcoholic drinks, candy, snacks, dairy products, prepackaged food and other grocery items. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Other Current Assets | 7. Other Current Assets Other current assets consisted of the following: As of December 31, 2021 2020 (in thousands) Vendor receivables $ 48,833 $ 42,210 Asset resulting from contingent consideration 3,375 3,375 Prepaid expenses 13,116 11,152 Environmental receivables 1,119 1,238 Income tax receivable 3,340 803 Due from related parties 2,669 1,673 Other current assets 19,643 26,904 Total other current assets $ 92,095 $ 87,355 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and equipment consisted of the following: As of December 31, 2021 2020 (in thousands) Land $ 104,492 $ 92,283 Buildings and leasehold improvements 219,052 183,075 Equipment 508,000 441,084 Accumulated depreciation ( 282,575 ) ( 224,929 ) Total property and equipment, net $ 548,969 $ 491,513 Depreciation expense was $ 60.2 million, $ 49.5 million and $ 40.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Standby Real Estate Program On May 3, 2021 , GPM entered into a standby real estate purchase, designation and lease program agreement (the “Program Agreement”) with Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”). Pursuant to the Program Agreement, Oak Street has agreed to purchase, subject to the conditions contained in the Program Agreement, up to $ 1.0 billion of convenience store and gas station real property, including in connection with purchase agreements that GPM or an affiliate thereof, may from time to time enter into to acquire convenience stores and gas stations from third parties (each, a “Property”). Pursuant to the Program Agreement, upon any acquisition of a Property by Oak Street, or an affiliate thereof, GPM, or an affiliate thereof, would enter into a triple-net lease agreement with Oak Street or such affiliate pursuant to which GPM or such affiliate would lease such Property from Oak Street or such affiliate based upon commercial terms contained in the Program Agreement. The purchase price for any Property would similarly be subject to commercial terms agreed upon by GPM and Oak Street in the Program Agreement and if in connection with the acquisition of convenience stores and gas stations from third parties, consistent with the agreed upon purchase price or designation rights with the seller of the real estate. The Program Agreement has a one-year term, during which GPM may not sell or designate any Property pursuant to a sale-leaseback or similar transaction without first offering such Property to Oak Street in accordance with the terms and conditions of the Program Agreement. Certain Properties specified by GPM are not subject to the foregoing right of first offer, and the Program Agreement does not obligate GPM to sell any Property, or acquire any property from a third party for purposes of its sale, to Oak Street or assign the right to acquire the third party’s real estate to Oak Street, unless GPM elects, in its sole discretion, to enter into a sale-leaseback, designation or similar transaction governed by the Program Agreement. In the fourth quarter of 2021, Oak Street purchased from third parties approximately $ 150 million of convenience store and gas station real property related to sites GPM leased as part of the Empire Acquisition in 2020 and the E-Z Mart acquisition in 2018. The Company had options to acquire ownership rights in these sites. Simultaneously, GPM entered into three triple-net lease agreements with Oak Street to lease the properties for a term of 20 years, with six five-year renewal options, which were classified as operating leases in the consolidated statement of operations for the year ended December 31, 2021. As a result of accounting for these transactions as sale-leasebacks, the Company recorded a $ 11.1 million loss on the Empire Acquisition sites and a $ 11.0 million gain on the E-Z Mart acquisition sites included in other expenses, net on the consolidated statement of operations , including the write-off of the remaining value of the unexercised options to acquire ownership rights which expired. In addition, as part of these transactions, the Company purchased convenience store and gas station real property for total consideration of approximately $ 9.0 million. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets Goodwill The Company reports revenue and operating results for three operating segments: retail, wholesale and GPMP (see Note 22 for a description of these operating segments). The following summarizes the activity in goodwill, by segment: Retail GPMP Total (in thousands) Beginning balance, January 1, 2020 $ 14,861 $ 119,091 $ 133,952 Goodwill attributable to acquisitions during the year — 39,985 39,985 Ending balance, December 31, 2020 $ 14,861 $ 159,076 $ 173,937 Goodwill attributable to acquisitions during the year — 7,556 7,556 Goodwill adjustment – Empire Acquisition — 16,155 16,155 Ending balance, December 31, 2021 $ 14,861 $ 182,787 $ 197,648 Intangible Assets Intangible assets consisted of the following: As of December 31, 2021 2020 (in thousands) Wholesale fuel supply agreements $ 198,069 $ 198,069 Trade names 34,988 32,494 Options to acquire ownership rights and develop stores 6,372 25,319 Other intangibles 20,641 18,105 Accumulated amortization – Wholesale fuel supply agreements ( 23,923 ) ( 7,566 ) Accumulated amortization – Trade names ( 29,583 ) ( 26,127 ) Accumulated amortization – Options to acquire ( 3,140 ) ( 6,376 ) Accumulated amortization – Other intangibles ( 17,431 ) ( 15,786 ) $ 185,993 $ 218,132 Franchise rights of $ 0.2 million and $ 0.3 million as of December 31, 2021 and 2020, respectively, were not currently being amortized. Liquor licenses of $ 2.3 million and $ 0.8 million as of December 31, 2021 and 2020, respectively, were not being amortized. Options to acquire ownership rights, which expired in 2021, of $ 11.3 million as of December 31, 2020 were not being amortized. As of December 31, 2021, the weighted average remaining amortization period for wholesale fuel supply agreements, trade names, options to acquire ownership rights and develop stores, and franchise rights are approximately 11 years, three years , seven years and 15 years , respectively. Amortization expense related to definite lived intangible assets was $ 23.6 million, $ 12.2 million and $ 9.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense for each of the next five years and thereafter is expected to be as follows: Future Amortization Expense Amount (in thousands) 2022 $ 19,841 2023 18,146 2024 17,283 2025 17,021 2026 16,811 Thereafter 94,366 $ 183,468 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 10. Other Current Liabilities The components of other current liabilities were as follows: As of December 31, 2021 2020 (in thousands) Accrued employee costs $ 30,935 $ 28,404 Fuel and other taxes 31,381 29,817 Accrued insurance liabilities 10,986 8,139 Accrued expenses 35,672 36,485 Environmental liabilities 3,459 3,714 Deferred vendor income 11,654 11,328 Accrued income taxes payable — 3,521 Due to related parties 258 144 Liabilities resulting from Additional and Contingent Consideration 8,813 9,569 Other accrued liabilities 4,330 2,516 Total other current liabilities $ 137,488 $ 133,637 |
Other Non-current Liabilities
Other Non-current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Noncurrent [Abstract] | |
Other Non-current Liabilities | 11. Other Non-current Liabilities The components of other non-current liabilities were as follows: As of December 31, 2021 2020 (in thousands) Environmental liabilities $ 9,394 $ 9,798 Deferred vendor income 23,872 22,806 Liabilities resulting from Additional and Contingent Consideration 11,855 15,546 Ares Put Option 8,904 9,831 Public Warrants 23,600 18,133 Private Warrants 7,240 6,680 Deferred Shares 1,563 1,642 Financial liability 43,647 — Other non-current liabilities 6,778 12,185 Total other non-current liabilities $ 136,853 $ 96,621 Ares Put Option On the Merger Closing Date, the Company entered into an arrangement that guarantees Ares (as defined in Note 12 below) a value of $ 27.3 million at the end of February 2023 for the shares of common stock received by Ares pursuant to the GPM Equity Purchase Agreement (as defined in Note 17 below), by way of the Company’s purchase of the shares or allotment of additional shares of common stock (the “Ares Put Option”). The embedded derivative recorded for the Ares Put Option has been evaluated under ASC 815, Derivatives and Hedging, and has been determined to not be clearly and closely related to the host instrument. The embedded derivative (a put option) is classified as liability. For further details, see Note 21 below. Public and Private Warrants As of the Merger Closing Date, there were 17.3 million warrants to purchase Haymaker common stock outstanding for an exercise price of $ 11.50 per share, consisting of 13.3 million public warrants (the “Public Warrants”) and four million private warrants (the “Private Warrants”). Pursuant to the warrant agreement as amended on the Merger Closing Date, each whole warrant to purchase one share of Haymaker common stock became a warrant to purchase one share of the Company’s common stock. The warrants will expire five years after the completion of the Merger Transaction, or earlier upon redemption or liquidation. The Company may redeem not less than all of the outstanding Public Warrants: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalization and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption as described above, the Company’s management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” The Private Warrants will not be redeemable by the Company so long as they are held by certain of the Haymaker Founders (as defined in Note 17 below) or their permitted transferees. Otherwise, the Private Warrants have terms and provisions that are substantially identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than certain of the Haymaker Founders or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt The components of debt were as follows: As of December 31, 2021 2020 (in thousands) Senior Notes $ 442,889 $ — PNC term loan 32,385 32,354 M&T debt 43,392 27,898 Ares term loan — 215,433 Capital One line of credit 195,232 394,035 Bonds (Series C) — 76,582 Insurance premium notes 3,111 3,488 Total debt, net $ 717,009 $ 749,790 Less current portion ( 40,384 ) ( 40,988 ) Total long-term debt, net $ 676,625 $ 708,802 Financing Agreements Type of financing Amount of Financing payment terms Interest rate Interest Amount Balance as ARKO Corp. Senior Notes $ 450 million The full amount of principal is due on maturity date of November 15, 2029. Fixed rate 5.125 % $ 450,000 $ 442,889 GPM Investments, LLC PNC Line of Credit Up to $ 140 million Maturity date of December 22, 2022. LIBOR plus 1.25 % to 1.75 % 0 % to 0.5 % 0.375 % 1.36 % None 130,522 unused based on borrowing base No ne M&T Term Loan $ 35 million The principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with the remaining balance of $23.7 million due on the maturity date of June 10, 2026. LIBOR plus 3.0 % 3.13 % $ 34,028 $ 33,355 M&T Equipment Lines of Credit Up to $ 20 million Current balance is being paid in equal monthly installments of approximately $228 thousand (principal and interest) with the balance due on the maturity dates in August and September 2024. Fixed rate 3.58 % to 3.71 % $ 7,065 12,337 unused $ 6,907 Other M&T Term Loans $ 3.5 million The principal is being paid in equal monthly installments including interest of approximately $36 thousand with the remaining balance due on the maturity dates ranging from December 2023 through August 2031 . Fixed rate 3.91 % to 5.26 % $ 3,162 $ 3,130 GPMP GPMP PNC Term Loan (1) $ 32.4 million The principal of the loan will be repaid in full in one payment on the maturity date of December 22, 2022, and the interest is paid on a monthly basis. GPMP will repay the GPMP PNC Term Loan when the obligations owed under the PNC Credit Agreement are repaid in full. LIBOR plus 0.50 % 0.60 % 5.25 % $ 32,400 with fixed LIBOR rate for 30 days 16 under base rate $ 32,385 GPMP Capital One Line of Credit Up to $ 500 million The full amount of the principal is due on the maturity date of July 15, 2024. LIBOR plus 2.25 % to 3.25 % 1.25 % to 2.25 % 0.3 % to 0.50 % 3.36 % 5.50 % $ 198,300 No borrowings under the Base rate 301,000 unused $ 195,232 Total $ 713,898 (1) Until this loan is fully repaid, approximately 98 % of the outstanding principal amount of this loan is secured by investments. Senior Notes Offering 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”), pursuant to a note purchase agreement dated October 14, 2021, by and among the Company, certain of the Company’s wholly owned domestic subsidiaries (the “Guarantors”), and BofA Securities, Inc., as representative of the several initial purchasers named therein. The Senior Notes are guaranteed, on an unsecured senior basis, by all of the Guarantors. The Company used a portion of the net proceeds from the issuance and sale of the Senior Notes to repay in full approximately $ 223 million of outstanding obligations under the Ares Credit Agreement and $ 200 million of the outstanding obligations under the Capital One Line of Credit. The indenture governing the Senior Notes contains customary restrictive covenants that, among other things, generally limit the ability of the Company and substantially all of its subsidiaries to (i) create liens, (ii) pay dividends, acquire shares of capital stock and make payments on subordinated debt, (iii) place limitations on distributions from certain subsidiaries, (iv) issue or sell the capital stock of certain subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) effect mergers and (viii) incur indebtedness. The Senior Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ respective existing and future senior unsubordinated indebtedness and are effectively subordinated to all of the Company’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and are structurally subordinated to any existing and future obligations of subsidiaries of the Company that are not Guarantors. Ares Credit Agreement In February 2020, GPM entered into an agreement with Ares Capital Corporation and certain funds managed or controlled by Ares Capital Management (collectively, “Ares”) to provide financing (as amended, the “Ares Credit Agreement”), which amounted to a total of $225 million and was secured by a pledge on substantially all of the assets of GPM and certain of its wholly owned subsidiaries (the “Ares Term Loan”). The principal of the loan was repaid in four equal quarterly installments in a total amount of 1% per annum with the remaining balance due on the maturity date of February 28, 2027. The Ares Term Loan bore interest at ABR plus 3.75% (which was reduced to 3.50% in March 2021) or LIBOR (not less than 1.5% and not less than 1.0% as amended in March 2021) plus 4.75% (which was reduced to 4.50% in March 2021). On October 21, 2021, the Company repaid its full obligation with Ares with a portion of the proceeds from the Senior Notes offering and terminated the Ares Credit Agreement. Financing Agreements with PNC Bank, National Association (“PNC”) PNC Credit Agreement Since November 2011, GPM and certain subsidiaries have had a financing agreement with PNC (the “PNC Credit Agreement”), which has been amended from time to time, and currently provides a line of credit for purposes of financing working capital (the “PNC Line of Credit”). The calculation of the availability under the PNC Credit Agreement is determined monthly subject to terms and limitations as set forth in the PNC Credit Agreement, taking into account the balances of receivables, inventory and letters of credit, among other things. PNC has a first priority lien on receivables, inventory and rights in bank accounts (other than assets that cannot be pledged due to regulatory or contractual obligations). On October 14, 2021, GPM entered into a fifth amendment to the PNC Credit Agreement, which became effective from the closing of the Senior Notes offering. This fifth amendment (i) permitted the Company to issue the Senior Notes and GPM and certain of the other guarantors to guarantee the Senior Notes, (ii) modified certain of the covenants, including the indebtedness covenant, investment covenant, restricted payments covenant and payment of junior indebtedness covenant, in connection with permitting the Senior Notes and the transactions related to the offering, issuance and sale of the Senior Notes, (iii) removed references to the Ares Credit Agreement and (iv) limited the collateral granted as security under the PNC Credit Agreement to a first priority lien on only receivables, inventory and deposit accounts. The Company did not incur additional debt or receive any proceeds in connection with this fifth amendment. The PNC Line of Credit contains customary restrictive covenants and events of default. GPMP PNC Term Loan GPMP has a term loan in the total amount of $32.4 million (the “GPMP PNC Term Loan”). The GPMP PNC Term Loan is secured by US Treasury or other investment grade securities equal to at least 98 % of the outstanding principal amount of the GPMP PNC Term Loan. GPM executed a guaranty of collection of GPMP’s obligations under the GPMP PNC Term Loan, which guaranty is secured by GPM’s assets securing the PNC Facility. M&T Bank Credit Agreement On June 24, 2021 (the “M&T Closing Date”), GPM entered into (i) a Second Amended, Restated and Consolidated Credit Agreement, by and among GPM, certain of its subsidiaries as co-borrowers and M&T Bank (the “A&R M&T Credit Agreement”) and (ii) a Second Amended and Restated Master Covenant Agreement, by and between GPM and M&T Bank (the “A&R M&T Master Covenant Agreement”). The A&R M&T Credit Agreement amended and restated in its entirety that certain Amended and Restated Consolidated Credit Agreement, dated December 21, 2016, as amended, by and among GPM, M&T Bank and the other parties thereto and (i) added a three-year $ 20.0 million line of credit for purchases of equipment, which line may be borrowed in tranches, as described below, and (ii) increased the aggregate principal amount of real estate loans thereunder to $ 35.0 million (the “M&T Term Loan”) from approximately $ 23.2 million outstanding as of the M&T Closing Date. On the M&T Closing Date, GPM refinanced the entirety of the existing $ 23.2 million of real estate loans, of which $ 20.0 million was due to mature in December 2021 , using the proceeds from the M&T Term Loan, which GPM drew in its entirety, resulting in approximately $ 10.7 million in net proceeds to GPM after paying costs and expenses. On the M&T Closing Date, approximately $ 2.5 million of outstanding equipment loans from M&T Bank were converted to become a part of the $ 20.0 million line of credit, of which approximately $ 17.5 million was available as of the M&T Closing Date and approximately $ 12.3 million was available as of December 31, 2021. The Company has pledged the property of 40 sites and certain equipment under the M&T Term Loan. The A&R M&T Credit Agreement provides that each additional equipment loan tranche will have a three-year term, payable in level monthly payments of principal plus interest, and will accrue a fixed rate of interest equal to M&T Bank’s three-year cost of funds as of the applicable date of such tranche, plus 3.00%. The real estate loans and equipment loans are both secured by the real property and equipment acquired with the proceeds of such loans. The A&R M&T Master Covenant Agreement amended and restated the covenants contained in the Amended and Restated M&T Master Covenant Agreement dated November 5, 2020, as amended, in each case in respect of the loans under the A&R M&T Credit Agreement. On October 14, 2021, GPM entered into an amendment to each of the A&R M&T Credit Agreement and the A&R M&T Master Covenant Agreement (the “M&T Credit Amendments”). The M&T Credit Amendments (i) permitted the Company to issue the Senior Notes and GPM and certain of the other guarantors to guarantee the Senior Notes, (ii) modified and introduced certain definitions in connection with permitting the Senior Notes and the transactions related to the offering, issuance and sale of the Senior Notes and (iii) removed references to the Ares Credit Agreement. Financing agreement with a syndicate of banks led by Capital One, National Association In July 2019, GPMP entered into a credit agreement for a revolving credit facility with a syndicate of banks led by Capital One, National Association (the “Capital One Credit Facility”), in an aggregate principal amount, as amended in 2020, of up to $ 500 million (the “Capital One Line of Credit”). At GPMP’s request, the Capital One Line of Credit can be increased up to $ 700 million, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain terms as detailed in the Capital One Line of Credit. The Capital One Credit Facility is available for general partnership purposes, including working capital, capital expenditures and permitted acquisitions. All borrowings and letters of credit under the Capital One Credit Facility are subject to the satisfaction of certain customary conditions, including the absence of any default or event of default and the accuracy of representations and warranties. The Capital One Credit Facility is secured by substantially all of GPMP and its subsidiaries' properties and assets, and pledges of the equity interests in all present and future subsidiaries (subject to certain exceptions as permitted under the Capital One Credit Facility). Letters of Credit Financing Facility Annual Cost as of December 31, 2021 Amount Letters of (1) PNC Line of Credit 1.5 % $ 40.0 million $ 8.0 million Capital One Credit Facility 1.5 % $ 40.0 million $ 0.7 million The letters of credit were issued in connection with certain workers’ compensation and general insurance liabilities and fuel purchases from one supplier. The letters of credit will be drawn upon only if GPM does not comply with the time schedules for the payment of associated liabilities. Bonds (Series C) In 2016 through 2018, Arko Holdings issued bonds (Series C), bearing a fixed annual interest rate of 4.85% (the “Bonds (Series C)”). The gross proceeds amounted to a total of approximately $105 million. The principal of the Bonds (Series C) was payable in annual installments through 2024 and the interest on the Bonds (Series C) was payable in semi-annual installments. On March 30, 2021, Arko Holdings exercised its right to fully redeem the Bonds (Series C). The total amount paid to holders of the Bonds (Series C) in connection with the redemption (including additional interest for the early redemption and accrued and unpaid interest thereon to the redemption date) was approximately NIS 264 million (approximately $ 79 million). Insurance Premium Notes During the ordinary course of business, the Company finances insurance premiums with notes payable. These notes are generally entered into for a term of 18 months or less. Total scheduled future principal payments required and amortization of deferred financing costs and debt discount under these debt agreements were as follows as of December 31, 2021: Amount (in thousands) 2022 $ 40,679 2023 5,571 2024 203,247 2025 2,549 2026 25,457 Thereafter 450,579 728,082 Deferred financing costs and debt discount ( 11,073 ) Total debt $ 717,009 Deferred Financing Costs Deferred financing costs of $ 8.3 million and $ 11.9 million were incurred in the years ended December 31, 2021 and 2020, respectively. At December 31, 2021 and 2020, the gross value of deferred financing costs of $ 14.6 million and $ 14.1 million, respectively, and accumulated amortization of $ 3.3 million and $ 1.7 million, respectively, were recorded as a direct reduction from the carrying amount of the associated debt liabilities, with the exception of $ 0.2 million and $ 0.5 million which were recorded as a prepaid asset related to the unused PNC Line of Credit, respectively. Amortization of deferred financing costs, debt discount and premium, including the write-off of deferred financing costs due to the early repayment of debt, was $ 9.3 million, $ 2.2 million and $ 0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Such amounts were classified as a component of interest and other financing expenses in the consolidated statements of operations. Financial Covenants As part of the PNC Credit Agreement, increased reporting requirements were set in cases where the usage of the PNC Line of Credit exceeds certain thresholds, and also it is required that the undrawn availability of the PNC Line of Credit will equal to or be greater than 10 %, subject to exceptions included in the PNC Credit Agreement. The A&R M&T Master Covenant Agreement requires GPM to maintain a leverage ratio and a debt service coverage ratio. The GPMP PNC Term Loan and the Capital One Credit Facility require GPMP to maintain certain financial covenants, including a leverage ratio and an interest coverage expense ratio. As of December 31, 2021, the Company was in compliance with all of the obligations and financial covenants under the terms and provisions of its loans with financial institutions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Environmental Liabilities and Contingencies The Company is responsible for certain environmental costs and legal expenses arising in the ordinary course of business. See Note 15 for further discussion. Asset Retirement Obligations As part of the fuel operations at its operated convenience stores, at most of the other owned and leased locations leased to independent dealers, and certain other independent dealer locations, there are underground storage tanks for which the Company is responsible. The future cost to remove an underground storage tank is recognized over the estimated remaining useful life of the underground storage tank or the termination of applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time an underground storage tank is installed. The amount added to equipment or right-of-use asset is amortized and accretion expense is recognized in connection with the discounted liability over the remaining life of the respective underground storage tanks. The accretion of the asset retirement obligation is recorded in interest and other financing expenses in the consolidated statements of operations. The estimated liability is based upon historical experience in removing underground storage tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and current and anticipated federal and state regulatory requirements governing the removal of tanks, and discounted. The asset retirement obligations are re-evaluated annually and revisions to the liability could occur due to changes in estimates of tank removal costs or timing, tank useful lives or whether federal or state regulators enact new guidance on the removal of such tanks. The non-current portion of the asset retirement obligation is included in non-current liabilities in the consolidated balance sheets. A reconciliation and roll forward of the liability for the removal of its underground storage tanks was as follows: 2021 2020 (in thousands) Beginning Balance as of January 1, $ 53,235 $ 37,224 Additions — 196 Acquisitions in year 3,796 15,168 Accretion expense 1,705 1,359 Adjustments ( 178 ) ( 319 ) Retirement of tanks ( 130 ) ( 393 ) Ending Balance as of December 31, (*) $ 58,428 $ 53,235 (*) $ 407 thousand and $ 271 thousand were recorded to other current liabilities in the consolidated balance sheets at December 31, 2021 and 2020, respectively. Fuel Vendor Agreements GPMP enters into fuel supply contracts with various major fuel suppliers. These fuel supply contracts have expiration dates at various times through June 2031. In connection with certain of these fuel supply and related incentive agreements, upfront payments and other vendor assistance payments for rebranding costs and other incentives were received. If GPMP defaults under the terms of any contract, including not purchasing committed fuel purchase volume, or terminates any supply agreement prior to the end of the applicable term, GPMP must refund and reimburse the respective fuel supplier for the unearned unamortized portion of the payments received to date, based on the amortization schedule outlined in each respective agreement and refund other benefits from each supplier subject to the terms that were set in the incentive agreement, as well as pay a penalty with regard to the early termination if applicable. The payments are amortized and recognized as a reduction to fuel costs using the straight-line method based on the term of each agreement or based on fuel volume purchased. The amount of the unamortized liability was $ 27.5 million and $ 26.6 million as of December 31, 2021 and 2020, respectively, which were recorded in other current and non-current liabilities on the consolidated balance sheets. The legal liability period in these fuel supply agreements can extend beyond the amortization period, and differ in the amortization schedule, used for book purposes. As of December 31, 2021, the Company was in compliance with its principal fuel vendor agreements. Purchase Commitments In the ordinary course of business, the Company has entered into agreements with suppliers to purchase inventories for varying periods of time. The fuel vendor agreements with suppliers require minimum volume purchase commitments of branded gasoline, which vary throughout the period of supply agreements and distillates annually. The future minimum volume purchase requirements under the existing supply agreements are based on gallons, with a purchase price at prevailing market rates for wholesale distributions. If the Company fails to purchase the required minimum volume during a contract year, the underlying supplier’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or an agreed monetary compensation. Based upon GPMP’s current and future expected purchases, the Company does not anticipate incurring penalties for volume shortfalls with isolated de minimis exceptions. In 2021 and 2020, in light of the reduction in the number of gallons sold due to COVID-19, the Company’s principal fuel suppliers have temporarily suspended (for periods that vary among the different suppliers) the requirements under their agreements to purchase minimum quantities of gallons, including such requirements under the incentive agreements from such suppliers. As of December 31, 2021, the reduction in gallons sold did not affect the Company’s compliance with its commitments under the agreements with its principal suppliers. The total future minimum gallon volume purchase requirements from fuel vendors were as follows: Gallons (in thousands) 2022 664,954 2023 529,691 2024 412,947 2025 327,638 2026 192,904 Thereafter 353,500 Total 2,481,634 Merchandise Vendor Agreements The Company enters into various merchandise product supply agreements with major merchandise vendors. The Company receives incentives for agreeing to exclusive distribution rights for the suppliers of certain supplies. As of December 31, 2021, the Company was in compliance with all of its principal merchandise vendor agreements. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 14. Leases Lessee As of December 31, 2021, the Company leases 1,150 of the convenience stores that it operates, 161 independent dealer locations and certain office spaces used as its headquarters in the US, 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, store lighting and fuel dispensers. As of December 31, 2021, there are approximately 720 sites which are leased under 37 separate master lease agreements. Master leases with 10 lessors encompass a total of approximately 670 sites. Master leases with the same landlord contain cross-default provisions, in most cases . In most instances of leases of multiple stores from one landlord, each one under a separate lease agreement, the lease agreements contain cross-default provisions between all or some of the other lease agreements with the same landlord. The lease agreements include lease payments that are set at the beginning of the lease, but which may increase by a specified increment or pursuant to a formula both during the course of the initial period and any additional option periods. Some of the lease agreements include escalation clauses based on the consumer price index, and some of the lease agreements include an increase in the consumer price index coupled with a multiplier and a percentage increase cap effectively assures the cap will be reached each year. Lease payments determined as in-substance fixed payments are included in the lease payments used for the measurement of the lease liabilities. Some of the lease agreements include lease payments which are contingent upon petroleum and merchandise sales (these amounts were not material during the above periods). In some of the lease agreements, the right of first refusal to purchase the sites from the lessor is given and in some of the lease agreements an option to purchase the sites from the lessor is given. The leases are typically triple net leases whereby the lessor is responsible for the repair and maintenance at the site, insurance and property taxes in addition to environmental compliance. The components of lease cost recorded on the consolidated statements of operations were as follows: For the Year Ended December 31, 2021 2020 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 13,393 $ 12,743 Interest on lease liabilities 17,515 17,391 Operating lease costs included in store 131,106 112,541 Operating lease costs included in general and 1,652 1,404 Lease cost related to variable lease payments, 2,037 1,153 Right-of-use asset impairment charges 1,799 2,352 Total lease costs $ 167,502 $ 147,584 In 2021 and 2020, the total cash outflows for leases amounted to approximately $ 128.4 million and $ 106.3 million for operating leases, respectively, and $ 25.0 million and $ 24.7 million for financing leases, respectively. Supplemental balance sheet data related to leases was as follows: As of December 31, 2021 2020 (in thousands) Operating leases Assets Right-of-use assets under operating leases $ 1,064,982 $ 961,561 Liabilities Operating leases, current portion 51,261 48,878 Operating leases 1,076,905 973,695 Total operating leases 1,128,166 1,022,573 Weighted average remaining lease term 14.1 13.4 Weighted average discount rate 7.3 % 7.7 % Financing leases Assets Right-of-use assets $ 236,963 $ 237,740 Accumulated amortization ( 44,585 ) ( 39,423 ) Right-of-use assets under financing leases, net 192,378 198,317 Liabilities Financing leases, current portion 6,383 7,834 Financing leases 229,215 226,440 Total financing leases 235,598 234,274 Weighted average remaining lease term 23.8 23.7 Weighted average discount rate 7.3 % 7.7 % As of December 31, 2021, maturities of lease liabilities for operating lease obligations and finance lease obligations having an initial or remaining non-cancellable lease terms in excess of one year were as follows. 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) 2022 $ 130,841 $ 23,388 2023 131,437 21,833 2024 132,293 20,778 2025 132,759 20,896 2026 131,829 20,522 Thereafter 1,185,934 447,743 Gross lease payments $ 1,845,093 $ 555,160 Less: imputed interest ( 716,927 ) ( 319,562 ) Total lease liabilities $ 1,128,166 $ 235,598 Lessor The Company leases and subleases owned and leased properties to independent dealers and other tenants and subtenants which are accounted for as operating subleases. These leases and subleases are generally for periods of up to 10 years, which may be a fixed period or a shorter period with an option or series of renewal options, and in certain cases with additional renewal options past such 10-year period. Some of the lease agreements include lease payments which are based upon such tenant’s or subtenants’ sales subject to fixed minimum lease payments. At the time that an agreement is entered into, the independent dealers and other tenants and subtenants often post a security deposit as collateral. Total operating sublease income was approximately $ 20.7 million, $ 11.8 million and $ 8.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Sublease income is included in other revenues, net in the consolidated statements of operations. As of December 31, 2021, the future minimum cash payments to be received under these operating subleases that have initial or remaining non-cancelable terms in excess of one year were as follows: Amount (in thousands) 2022 $ 19,001 2023 12,847 2024 10,525 2025 9,394 2026 8,061 Thereafter 21,668 $ 81,496 |
Environmental Liabilities
Environmental Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Liabilities | 15. Environmental Liabilities The Company is subject to certain federal and state environmental laws and regulations associated with convenience store sites where it stores and sells fuel and other fuel products. Costs incurred to comply with federal and state environmental regulations are accounted for as follows: • Annual payments for registration of underground storage tanks are recorded as prepaid expenses when paid and expensed throughout the year. • Environmental compliance testing costs of underground storage tanks are expensed as incurred. • Payments for upgrading and installing corrosion protection for tank systems and installation of leak detectors and overfill/spill devices are capitalized and depreciated over the expected remaining useful life of the relevant UST or the lease period of the relevant site in which the UST is installed, whichever is shorter. Leak detectors installed are capitalized and depreciated over the expected remaining useful life of the equipment. • Costs for removal of underground storage tanks located at the convenience stores and selected independent dealer locations are classified under the asset retirement obligation section as described in Note 13. • A liability for future remediation costs of contaminated sites related to underground storage tanks as well as other exposures, is established when such losses are probable and reasonably estimable. Reimbursement for these expenses from government funds or from insurance companies is recognized as a receivable. The liabilities and receivables are not discounted to their present value. The net change in the reimbursement asset and liability for future remediation costs is recorded in store operating expenses in the consolidated statements of operations. The adequacy of the reimbursement asset and liability is evaluated by a third party at least twice annually and adjustments are made based on past experience, changing environmental conditions and changes in government policy. As of December 31, 2021 and 2020, environmental obligations totaled $ 12.9 million and $ 13.5 million, respectively. These amounts were recorded as other current and non-current liabilities in the 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 whether the federal and/or state regulations in which the Company operates, and which deal with the environment, will be amended. The Company maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle it to be reimbursed for environmental loss mitigation. Estimated amounts that will be recovered from its insurance policies and various state funds for the exposures totaled $ 5.1 million and $ 5.6 million as of December 31, 2021 and 2020, respectively, and were recorded as other current and non-current assets in the consolidated balance sheets. The undiscounted amounts of future estimated payments and anticipated recoveries from insurance policies and various state funds as of December 31, 2021 were as follows: Payments Recoveries Net (in thousands) 2022 $ 3,459 $ 1,119 $ 2,340 2023 3,938 1,722 2,216 2024 2,365 1,153 1,212 2025 728 257 471 2026 533 180 353 Thereafter 1,830 683 1,147 Total Future Payments and Recoveries $ 12,853 $ 5,114 $ 7,739 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company and its subsidiaries file federal, state, local and foreign income tax returns in jurisdictions with varying statutes of limitation. The Company’s subsidiary, GPM, is taxed as a partnership for US federal and certain state jurisdictions for income tax purposes. Certain of the Company’s other US subsidiaries are taxed as corporations for US federal and state income tax purposes. The Company has income tax net operating losses (“NOL”) and tax credit carryforwards related to both domestic and international operations. As of December 31, 2021, the Company has recorded a deferred tax asset of $ 11.9 million reflecting the benefit of $ 59.7 million in loss carryforwards and $ 12.0 million in tax credits. T he deferred tax assets expire as follows: Amount Expiration Date (in thousands) Domestic federal NOL $ 12,871 Indefinite life Domestic state NOL 12,997 2032 - Indefinite Domestic tax credits 5,458 2028 - 2036 Foreign NOL 33,868 Indefinite life Foreign capital loss 3,349 Indefinite life Foreign tax credits 6,512 2021 - 2026 At each balance sheet date, the Company’s management assesses available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. This assessment is performed tax jurisdiction by tax jurisdiction. On the basis of this assessment, a valuation allowance has been recorded to reflect the portion of the deferred tax asset that is more likely than not to be realized. The valuation allowance recorded related to US jurisdictions as of December 31, 2021 and 2020 was $ 0 and $ 5.5 million, respectively. In 2021, the Company released the valuation allowance in one tax jurisdiction which resulted in a $ 5.5 million benefit to the current rate. The release of the prior valuation allowance was based on the Company’s current earnings and anticipated future earnings . The Company has recorded a 100% valuation allowance against its foreign subsidiaries’ deferred tax assets in the amount of $ 13.4 million to recognize that the deferred tax asset will not be realized based on the more likely than not standard. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the respective three-year period in this jurisdiction . Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. The benefits of tax positions are not recorded unless it is more likely than not the tax position would be sustained upon challenge by the appropriate tax authorities. As of December 31, 2021 and 2020, the Company and its subsidiaries have recorded $ 0.6 million for unrecognized tax benefits related to state exposures. A reconciliation of the beginning and ending balances of uncertain tax positions included in other current liabilities on the consolidated balance sheets was as follows: 2021 2020 (in thousands) Beginning balance as of January 1, $ 600 $ — Additions for tax positions taken in prior years 931 600 Reductions of tax positions taken in prior years — — Reductions for settlements on tax positions of prior years ( 931 ) — Ending balance as of December 31, $ 600 $ 600 Each of the Company’s subsidiaries is subject to examination in their respective filing jurisdiction. For the Company’s US subsidiaries, tax years ending after December 31, 2017 remain open. The Company’s foreign subsidiaries’ tax returns up to and including tax year 2016 are considered closed due to the statute of limitations. Earnings before income taxes were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Domestic (US) $ 73,338 $ 38,762 $ ( 39,907 ) Foreign (Israel) ( 2,277 ) ( 9,622 ) ( 1,088 ) Total $ 71,061 $ 29,140 $ ( 40,995 ) The components of the income tax provision were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Current: Domestic federal $ 1,535 $ 690 $ 1,140 Domestic state and local 5,251 2,558 728 Total current 6,786 3,248 1,868 Deferred: Domestic federal 7,550 ( 3,399 ) 4,311 Domestic state and local ( 2,702 ) ( 1,348 ) ( 12 ) Total deferred 4,848 ( 4,747 ) 4,299 Total income tax expense (benefit) $ 11,634 $ ( 1,499 ) $ 6,167 The reconciliation of significant differences between income tax expense applying the US statutory rate and the actual income tax expense (benefit) at the effective rate were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Income tax expense (benefit) at the statutory rate $ 14,923 21.0 % $ 6,119 21.0 % $ ( 8,609 ) 21.0 % Increases (decreases): Non-controlling interest in partnership ( 48 ) ( 0.1 )% ( 3,412 ) ( 11.7 )% ( 179 ) 0.4 % State income taxes, net of federal income tax benefit 3,444 4.8 % 2,188 7.5 % ( 512 ) 1.2 % International rate differential ( 425 ) ( 0.6 )% 262 0.9 % 1,140 ( 2.8 )% Non-deductible expenses 1,941 2.7 % 470 1.6 % 354 ( 0.9 )% Investment in partnership — 0.0 % 850 2.9 % — 0.0 % Valuation allowance ( 3,892 ) ( 5.5 )% ( 7,550 ) ( 25.9 )% 16,109 ( 39.3 )% Credits ( 1,880 ) ( 2.6 )% ( 1,066 ) ( 3.7 )% ( 2,601 ) 6.3 % Other rate differentials ( 2,429 ) ( 3.4 )% 640 2.3 % 465 ( 1.1 )% Total $ 11,634 16.3 % $ ( 1,499 ) ( 5.1 )% $ 6,167 ( 15.2 )% The above components reflect that for the three years ended December 31, 2021, the registrant filer was the Company, a US (domestic) entity. Refer to Note 1 for details regarding the Merger Transaction. Significant components of deferred income tax assets and liabilities consisted of the following: As of December 31, 2021 2020 (in thousands) Deferred tax assets: Asset retirement obligation $ 1,616 $ 1,526 Inventory 221 302 Lease obligations 72,944 72,308 Accrued expenses 213 226 Deferred income 1,024 1,304 Environmental liabilities 168 171 Transaction costs 2,273 2,478 Investment in partnership 33,332 29,046 Share-based compensation 224 — Net operating loss carryforwards 11,922 16,629 Credits 11,971 14,686 Other 1,169 1,728 Total deferred tax assets 137,077 140,404 Valuation allowance ( 13,416 ) ( 17,841 ) Total deferred tax assets, net 123,661 122,563 Deferred tax liabilities: Property and equipment ( 10,540 ) ( 10,075 ) Intangible assets ( 1,214 ) ( 1,304 ) Right-of-use assets ( 66,097 ) ( 67,261 ) Prepaid expenses ( 580 ) ( 709 ) Translation adjustments ( 2,097 ) ( 2,097 ) Other ( 4,632 ) ( 3,278 ) Total deferred tax liabilities ( 85,160 ) ( 84,724 ) Net deferred tax asset $ 38,501 $ 37,839 |
Equity and Temporary Equity
Equity and Temporary Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Equity and Temporary Equity | 17. Equity and Temporary Equity Rights Offering In April and May 2020, rights were exercised for the purchase of 5,749,458 common shares of Arko Holdings offered by way of a rights offering, according to a shelf offering report published by Arko Holdings in April 2020, in exchange for a gross amount of $ 11.4 million. The Company adjusted the basic and diluted earnings per share retroactively for the bonus element for all periods presented. Series A Redeemable Preferred Stock On November 18, 2020, the Company entered into a subscription agreement with certain investors (the “Subscription Agreement”) for the purchase by such investors of 700,000 shares of the Company’s Series A convertible preferred stock, par value $ 0.0001 per share (the “Series A Stock”) at the Merger Closing Date and up to an aggregate of additional 300,000 shares of the Company’s Series A Stock if, and to the extent the Company exercises its right to sell such additional shares (which the Company exercised on December 14, 2020) so that on the Merger Closing Date, 1,000,000 shares of Series A Stock were issued. The shares of the Series A Stock were issued at a price per share of $ 100 . The key terms of the Series A Stock are as follows: • Conversion: Each share of Series A Stock is convertible into shares of the Company at the holder’s option at any time after the date of issuance of such share for a conversion price equal to $ 12.00 per share of Series A Stock, adjusted for customary recapitalization events (the “Conversion Rate”). Holders are entitled to up to a total of 1.2 million additional shares of the Company’s common stock (the “Bonus Shares”) upon any optional conversion of Series A Stock by the holder for which notice of conversion is provided after June 1, 2027, but prior to August 31, 2027. The specific number of Bonus Shares will be determined according to the Company’s volume weighted average price (the “VWAP”) for the 30 trading days prior to June 1, 2027, adjusted for customary recapitalization events. Commencing from the 18 month anniversary of the Merger Closing Date, each share of Series A Stock will automatically convert into fully paid and nonassessable shares of the Company’s common stock at the then-applicable Conversion Rate, if, at any time during target periods as set forth in the amended and restated Certificate of Incorporation of the Company (the “Charter”), the VWAP of the Company’s common stock equals or exceeds the applicable target price as agreed in the Charter for that period (ranging between $ 15.50 to $ 18 per share for the period until March 31, 2025 and $ 18 thereafter, adjusted for any customary recapitalization events), provided that the average daily trading volume for the Company’s common stock is at least $ 7.5 million. • Dividends: Holders are entitled to receive, when, if, and as declared by the Company’s Board of Directors (the “Board”) , cumulative dividends at the annual rate of 5.75 % of the then-applicable Liquidation Preference (as defined below) per share of Series A Stock, paid or accrued quarterly in arrears (the “Dividend Rate”). If the Company fails to pay a dividend for any quarter at the then-prevailing Dividend Rate, then for purposes of calculating the accrual of unpaid dividends for such quarter then ended, dividends will be calculated to have accrued at the then-prevailing Dividend Rate plus 3 % on an annual basis provided that the Dividend Rate will, in no event, exceed an annual rate of 14.50 %, and will revert to 5.75 % upon the Company paying in cash all then-accrued and unpaid dividends on the Series A Stock. If the Company breaches any of the protective provisions set forth below or fails to redeem the Series A Stock upon the proper exercise of any redemption right by the holders, the Dividend Rate will increase to an annual rate of 15 % for so long as such breach or failure to redeem remains in effect. • Redemption: At any time on or after August 31, 2027, holders of at least a majority of the then outstanding shares of the Series A Stock or the Company may deliver written notice requesting or notifying of redemption of all or a portion of shares of the Series A Stock at a price equal to the Liquidation Preference (as defined below). In addition, if the Company undergoes a change of control (as defined in the Charter), each holder, at such holder’s election, may require the Company to purchase all or a portion of such holder’s shares of Series A Stock that have not been converted, at a purchase price per share of Series A Stock, payable in cash, equal to the greater of (A) the sum of (x) the product of 101 % multiplied by $ 100.00 per share of Series A Stock, adjusted for any customary recapitalization events, plus (y) all accrued but unpaid dividends in respect of such share as of the effective date of the change of control or (B) the amount payable in respect of such share in such change of control if such share of Series A Stock had been converted into common stock immediately prior to such change of control. In the event that a holder shall be entitled to redemption or a payment under this section and such payment is prohibited by Delaware law, then the Dividend Rate will be raised as set forth above to 15 %. • Voting Rights: Except as required by Delaware law or with regard to matters relating to their rights, holders are not entitled to vote on any matter presented to the holders of the Company’s common stock for their action or consideration. Provided that at any time, the holders of a majority of the outstanding shares of Series A Stock are entitled to provide written notification to the Company that such holders are electing, on behalf of all holders, to activate their voting rights so that holders and holders of the Company’s common stock will vote as a single class in an as converted basis. Holders will be and continue to be entitled to vote their shares of Series A Stock unless and until holders of at least a majority of the outstanding shares of Series A Stock provide further written notice to the Company that they are electing to deactivate their voting rights. • Liquidation Preference: Upon the occurrence of the liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or a change of control of the Company (a “Liquidation Event”), holders of Series A Stock will be entitled to receive, prior and in preference to any distribution of any of the Company’s assets to the holders of the Company’s common stock, an amount equal to the greater of (x) $ 100 per share of Series A Stock, plus all accrued and unpaid dividends thereon, if any (the “Liquidation Preference”), for such holders’ shares of Series A Stock or (y) the amount such holder would have received if such holder had converted such holders’ shares of Series A Stock into the Company’s common stock immediately prior to such Liquidation Event. • Protective Rights: As long as the Series A Stock is outstanding, the Company will not be permitted without the consent of the holders of a majority of the then outstanding shares of such Series A Stock to: (i) incur indebtedness if the incurrence of such indebtedness results in the leverage ratio (as defined in the Ares Credit Agreement) being greater than 7:00:1:00, (ii) change or amend or waive the Charter or the Company’s by laws if that will result in the rights, preference or privileges with respect to the Series A Stock being changed or diminish in a material way, and (iii) issuance or undertaking to issue any new class of equity rights that are entitled to dividends or payments upon liquidation senior to or pari passu with the Series A Stock. • Transfer Restrictions: Holders may not transfer shares of Series A Stock for three years following the initial issue date of the Series A Stock without the prior written consent of the Company (not to be unreasonably withheld). After such date, shares of Series A Stock may be transferred without the prior written consent of the Company. • Short Position : Each holder undertook that it and certain of its affiliates are not be permitted to hold a “put equivalent position” (as defined under the Securities Exchange Act of 1934, as amended) or other short position in the Company’s common stock at periods specified in the Charter. • Registration Rights and Lock Up: The investors joined the Registration and Lock Up Agreement as signed by some of the Company’s common shareholders. Classification of Convertible Preferred Stock – The Series A Stock is considered contingently redeemable based on events that are not solely within the Company’s control. Accordingly, the Series A Stock is presented outside of permanent equity in the temporary equity section of the consolidated balance sheets. As of December 31, 2021 and 2020, the Series A Stock was accreted to its full redemption value. Consideration for the Merger Transaction On the Merger Closing Date, the equity holders of Arko Holdings received an aggregate of 65,208,698 shares of common stock and approximately $ 55.4 million in cash. In addition, each holder of Arko Holdings ordinary shares received a pro rata cash payment, in the form of additional merger consideration in total of approximately $ 58.7 million. In accordance with the agreement with the GPM Minority (the “GPM Equity Purchase Agreement”), the GPM Minority received 33,772,660 shares of common stock. In addition, on the Merger Closing Date, the Company issued to Ares 1.1 million New Ares Warrants as defined below, and granted the Ares Put Option as defined in Note 11 above. According to the Merger Agreement, at the Merger Closing Date, the Haymaker’s founders (the “Haymaker Founders”) were entitled to 4.8 million common shares and 3.55 million warrants in the Company entitling the warrant holders to 3.55 million shares for an exercise price of $ 11.50 per share. An additional 2.0 million common shares will be issued subject to the share price of the Company’s common shares reaching $ 13.00 or higher within five years from the Merger Closing Date; an additional 2.0 million common shares will be issued subject to the share price of the Company’s common shares reaching $ 15.00 or higher within seven years from the Merger Closing Date and additional up to 200 thousand common shares of the Company (the “Deferred Shares”) will be issued subject to the number of Bonus Shares as defined above issued to the holders of Series A Stock not being higher than an amount determined. New Ares Warrants Pursuant to the agreement with the GPM Minority, on the Merger Closing Date, certain entities affiliated with Ares exchanged their warrants to acquire membership interests in GPM for warrants (the “New Ares Warrants”) to purchase 1.1 million shares of the Company’s common stock (the “New Ares Warrant Shares”). Each New Ares Warrant may be exercised to purchase one share of common stock at an exercise price of $ 10.00 per share, subject to adjustment as described below (the “New Ares Warrants Price”). Each New Ares Warrant may be exercised until the five year anniversary of the Merger Closing Date. The New Ares Warrants Price and the number of New Ares Warrant Shares for which each New Ares Warrant remains exercisable will each be proportionally adjusted on an equitable basis in the event of a stock split, reverse stock split or similar recapitalization event. A New Ares Warrant and all rights thereunder may not be transferred by the holder thereof, in whole or in part, without the written consent of the Company, which written consent may be withheld or given in the Company’s sole discretion; provided, however, no such written consent of the Company shall be required with respect to a transfer of such warrant by such holder to an affiliate thereof. Nomura Equity Transaction On August 1, 2020, Haymaker and Nomura Securities International, Inc. (“Nomura”) entered into an engagement letter, pursuant to which Nomura agreed to act as a placement agent in connection with the Company’s issuance of the Series A Stock, and on September 8, 2020, Haymaker and Nomura entered into an engagement letter, pursuant to which Nomura agreed to act as a financial and capital markets advisor in connection with the Merger Transaction. On January 19, 2021, the Company, Haymaker and Nomura entered into a letter agreement, amending the engagement letters to provide that all of the placement fee and the transaction fee, in each case at Haymaker’s option, may be paid to Nomura in the form of 296,150 shares of common stock. On January 21, 2021, the Company issued 296,150 shares of common stock to Nomura in a private placement in satisfaction of such fees. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | 18. Share-Based Compensation At the special meeting of Haymaker stockholders held on December 8, 2020, Haymaker stockholders considered and approved the ARKO Corp. 2020 Incentive Compensation Plan (the “Plan”). The total number of shares of common stock authorized for issuance under the Plan is 12.4 million. 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. In March 2021, the Compensation Committee of the Board approved the grant of nonqualified stock options and restricted stock units (“RSUs”) to certain employees, non-employees and members of the Board under the Plan. 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. There were 89,570 RSUs issued to non-employee directors with a fair value of $ 0.9 million outstanding at December 31, 2021. The following table summarizes share activity related to stock options and restricted stock units: Stock Options Restricted Stock Units (in thousands) Options Outstanding/Nonvested RSUs, January 1, 2021 — — Granted 126 1,600 Options Exercised/RSUs released — ( 90 ) Forfeited — ( 10 ) Performance-based share adjustment — 106 Options Outstanding/Nonvested RSUs, December 31, 2021 126 1,606 The following table summarizes the stock options granted in 2021: Weighted average fair value $ 3.73 Weighted average exercise price $ 10.00 Remaining average contractual term (years) 9.2 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 2021: Expected dividend rate 0.0 % Expected stock price volatility 28.8 % Risk-free interest rate 1.6 % Expected term of options (years) 10.0 The expected stock price volatility is based on the historical volatility of the Company’s peer group’s stock price. The volatilities are estimated for a period of time equal to the expected term of the related option. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is determined by considering the contractual terms, vesting schedule and expectations of future employee behavior. All of the stock option awards were out of the money as of December 31, 2021. The weighted average grant date fair value of time-vested RSUs granted in March 2021 was $ 9.60 with a grant date fair value of $ 8.3 million and vesting over 2.0 years as of December 31, 2021. In the first quarter of 2021, the Company granted a target of 644,867 performance-based RSUs with a weighted average grant date fair value of $ 9.60 and a grant date fair value of $ 6.2 million. The 2021 performance-based RSUs were awarded to certain members of senior management in connection with the achievement of a specific annual financial metric measured annually during a three-year period and cliff vest at the end of such three-year period. The number of 2021 performance-based RSUs that will ultimately vest is contingent upon the achievement of the applicable financial metric by the end of year three. The Company assesses the probability of achieving these metrics on a quarterly basis, and as of December 31, 2021, the grant date fair value of these awards was adjusted for the probability of achieving these metrics to $ 7.2 million. For these awards, the Company recognizes the fair value expense ratably over the performance and vesting period. There were 3,333 performance-based RSUs forfeited during 2021. Performance-based awards grants and forfeitures are included above in the Nonvested RSUs totals. In connection with the consummation of the Merger Transaction, approximately 96 thousand unvested RSUs which were previously granted to officers and other employees of Arko Holdings became fully vested and were exercised into ordinary shares of Arko Holdings. In December 2020, Arko Holdings granted approximately 200 thousand ordinary shares to officers of Arko Holdings. The shares, following the Merger Transaction, are governed by the Israel Appendix to the Plan. The shares are subject to the following terms: (a) approximately 133 thousand shares were granted with no vesting period; (b) approximately 67 thousand shares vest over a two year period from the grant date, subject to the grantees being employed by Arko Holdings; and (c) the fair value of the total Arko Holdings’ shares granted, based on the market value of Arko Holdings’ shares at the time of grant, was $ 1.8 million. Total compensation cost recorded for employees, non-employees and members of the Board for the years ended December 31, 2021, 2020 and 2019 was $ 5.8 million, $ 1.9 million and $ 0.5 million, respectively, and included in general and administrative expenses on the consolidated statements of operations. As of December 31, 2021, total unrecognized compensation cost related to unvested shares, stock options and RSUs granted was approximately $ 11.6 million, which is expected to be recognized over a weighted average period of approximately 2.0 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Balances outstanding with related parties as of December 31, 2021 and 2020 were as follows: As of December 31, 2021 2020 (in thousands) Current assets: Due from equity investment $ 126 $ 122 Loan to equity investment 1,008 951 Due from related parties 1,535 600 Current liabilities: Due to KMG Realty LLC — ( 640 ) Due to related parties ( 258 ) ( 144 ) Mr. Kotler Effective as of the Merger Closing Date, Mr. Kotler is the Chief Executive Officer of the Company and his compensation for such services (including his services as President and Chairman of the Board) are set forth and pursuant to an employment agreement, dated September 8, 2020. Prior to the Merger Closing Date. Mr. Kotler was one of Arko Holdings’ controlling shareholders and his services as Chief Executive Officer of GPM were provided to GPM through KMG Realty LLC (“KMG”), an entity wholly owned by Mr. Kotler, in exchange for management fees, pursuant to a management services agreement between GPM and KMG (the “GPM Management Services Agreement”). In addition, KMG was also party to a profits participation agreement with the members of GPM (the “Profits Participation Agreement”) pursuant to which KMG was entitled to receive annual net profit participation amounts from GPM. Additionally, prior to October 31, 2020, the services of Mr. Kotler as Chairman of Arko Holdings were provided to Arko Holdings through KMG in exchange for management fees, pursuant to a management services agreement between Arko Holdings and KMG (the “Arko Management Services Agreement”). Each of the GPM Management Services Agreement, the Profits Participation Agreement and the Arko Holdings Management Services Agreement has been terminated, as described below. GPM Management Services Agreement Under the GPM Management Services Agreement, for the period January 1, 2018 through December 31, 2019, KMG was entitled to a management fee in the amount of $ 60,000 per month. In addition, KMG was entitled to receive an annual bonus in accordance with GPM’s corporate incentive plan which could not exceed six monthly management fee payments. Based on GPM’s financial performance, for the years 2018 and 2019, KMG did not receive a bonus under the Corporate Incentive Plan. The GPM Management Services Agreement also required GPM to reimburse KMG for all out of pocket expenses related to the activity of GPM. On January 1, 2020, GPM and KMG entered into a Second Amended and Restated Management Services Agreement which extended the term of the GPM Management Services Agreement from January 1, 2020 through December 31, 2022 and increased the management fee to $ 90,000 per month and amended the bonus plan terms. Upon the closing of the Merger Transaction, the GPM Management Services Agreement was terminated. KMG continued to be entitled to receive the bonus of $ 540,000 for 2020. Profits Participation Agreement Pursuant to the Profits Participation Agreement, KMG was entitled to an annual net profit participation amount of up to $ 280,000 . Based on GPM’s financial performance in 2019, KMG was not entitled to an annual profits participation amount for 2019. For the years 2020 through 2022, the annual net profit participation amount was to be up to an annual maximum amount of $ 400,000 . Based on GPM’s financial performance in 2020, KMG was entitled to an annual net profit participation amount of $ 400,000 for 2020. The Profits Participation Agreement was terminated upon the termination of the GPM Management Services Agreement, other than the right to receive the profit participation amount for 2020. Arko Holdings Management Services Agreement Under the Arko Management Services Agreement, KMG was entitled to a monthly management fee of approximately $ 5,000 , linked to the Israeli Consumer Price Index, and to a reimbursement for reasonable expenses incurred by KMG in connection with the provision of management services. The Arko Management Services Agreement remained in effect until October 31, 2020. Mr. Willner Mr. Morris Willner, a director and beneficial owner in the Company, one of Arko Holdings’ controlling shareholders until the Merger Closing Date, served as chairman of the board of managers of GPM. The terms of the management services agreement (the “Willner Management Agreement”) effective between January 1, 2018 to December 31, 2020 between GPM and an entity owned and controlled by Mr. Willner (the “Willner Management Company”) entitled the Willner Management Company to receive from GPM monthly management fees in the amount of $ 24,000 . In addition, during the period of providing the management services and for the purpose of providing these services, the Willner Management Company was entitled to reimbursement for all reasonable expenses incurred in providing the management services. Total amounts paid to Mr. Willner in accordance with the Willner Management Agreement, recorded in general and administrative expenses, were approximately $ 0.3 million in each of the years ended December 31, 2020 and 2019. The Willner Management Company was entitled to receive an annual payment based on GPM’s bonus plan, provided that in any case the payment will not exceed six monthly management fee payments. Based on GPM’s results for the years ended December 31, 2020 and 2019, the Willner Management Company was eligible for $ 0.1 million and $ 0 , respectively, for the annual bonus, which was recorded in other current liabilities at December 31, 2020. At the Merger Closing Date, the Willner Management Agreement terminated. Mr. Willner continued to be entitled to the annual bonus for 2020 . |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | 21. Fair Value Measurements and Financial Instruments The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e. observable inputs) and the lowest priority to data lacking transparency (i.e. unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels. Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology include quoted market prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The fair value of cash and cash equivalents, restricted cash and investments, and restricted cash with respect to bonds, trade receivables, accounts payable and other current liabilities approximated their carrying values as of December 31, 2021 and 2020 primarily due to the short-term maturity of these instruments. Based on market trades of the Senior Notes close to December 31, 2021 (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $ 436 million compared to a gross carrying value of $ 450 million at December 31, 2021. The fair value of the other long-term debt approximated their carrying values as of December 31, 2021 and 2020 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The Bonds (Series C) were presented in the consolidated balance sheets at amortized cost. The fair value of the Bonds (Series C) was $ 80.6 million as of December 31, 2020. The fair value measurements were classified as Level 1. The Contingent Consideration from the Empire Acquisition (as defined in Note 4) is measured at fair value at the end of each reporting period and amounted to $ 6.2 million and $ 7.4 million as of December 31, 2021 and 2020, 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 $ 1.7 million and $ 0 million, respectively, of income was recorded as a component of other expenses, net in the consolidated statements of operations and a pproximately $ 0.5 million and $ 0.2 million, respectively, was recorded as a component of interest and other financing expenses in the consolidated statements of operations for the change in the fair value of the Contingent Consideration for the years ended December 31, 2021 and 2020. The Public Warrants (as defined in Note 11) are measured at fair value at the end of each reporting period and amounted to $ 23.6 million and $ 18.1 million as of December 31, 2021 and 2020, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $ 5.5 million was recorded as a component of interest and other financial expenses in the consolidated statement of operations for the change in the fair value of the Public Warrants for the year ended December 31, 2021. Approximately $ 0.3 million was recorded as a component of interest and other financial income in the consolidated statement of operations for the change in the fair value of the Public Warrants for the year ended December 31, 2020. The Private Warrants (as defined in Note 11) are measured at fair value at the end of each reporting period and amounted to $ 7.2 million and $ 6.7 million as of December 31, 2021 and 2020, 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: As of December 31, 2021 2020 Expected term (in years) 4.0 5.0 Volatility 36.3 % 30.1 % Risk-free interest rate 1.1 % 0.4 % Strike price $ 11.50 $ 11.50 Approximately $ 0.6 million was recorded as a component of interest and other financial expenses in the consolidated statement of operations for the change in the fair value of the Private Warrants for the year ended December 31, 2021. Approximately $ 0.2 million was recorded as a component of interest and other financial income in the consolidated statement of operations for the change in the fair value of the Private Warrants for the year ended December 31, 2020. The Deferred Shares (as defined in Note 11) are measured at fair value at the end of each reporting period and amounted to $ 1.6 million as of December 31, 2021 and 2020. The fair value methodology for the Deferred Shares 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: As of December 31, 2021 2020 Expected term (in years) 5.4 6.4 Volatility 35.9 % 37.4 % Risk-free interest rate 1.3 % 0.6 % Stock price $ 8.77 $ 9.00 Approximately $ 0.1 million was recorded as a component of interest and other financial income in the consolidated statements of operations for the change in the fair value of the Deferred Shares for each of the years ended December 31, 2021 and 2020. The Ares Put Option (as defined in Note 11) is measured at fair value at the end of each reporting period and amounted to $ 8.9 million and $ 9.8 million as of December 31, 2021 and 2020, respectively. The fair value methodology for the Ares Put Option is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Ares Put Option has been recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs: As of December 31, 2021 2020 Expected term (in years) 1.2 2.2 Volatility 30.1 % 35.6 % Risk-free interest rate 0.4 % 0.1 % Strike price $ 12.935 $ 12.935 Approximately $ 0.9 million was recorded as a component of interest and other financing income in the consolidated statement of operations for the change in the fair value of the Ares Put Option for the year ended December 31, 2021. Approximately $ 0.6 million was recorded as a component of interest and other financing expenses in the consolidated statement of operations for the change in the fair value of the Ares Put Option for the year ended December 31, 2020. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 22. Segment Reporting The reportable segments were determined based on information reviewed by the chief operating decision maker for operational decision-making purposes and the segment information is prepared on the same basis that our chief operating decision maker reviews such financial information. The Company’s reporting segments are the retail segment, the wholesale segment and the GPMP segment. The Company defines segment earnings as operating income. The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At its Company operated convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store. The wholesale segment supplies fuel to independent dealers, sub-wholesalers and bulk purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer, and shares the gross profit with the independent dealers. The GPMP segment includes GPMP and primarily includes the sale and supply of fuel to GPM and its subsidiaries that sell fuel (both in the retail and wholesale segments) at GPMP’s cost of fuel (currently including taxes and certain transportation costs) plus a fixed margin ( 4.5 cents per gallon prior to October 1, 2020 and 5.0 cents per gallon thereafter) and the supply of fuel to a small number of independent dealers and bulk and spot purchasers. The “All Other” segment includes the results of non-reportable segments which do not meet both quantitative and qualitive criteria as defined under ASC 280, Segment Reporting. The majority of general and administrative expenses, depreciation and amortization, net other expenses, net interest and other financial expenses and income taxes are not allocated to the segments, as well as minor other income items including intercompany operating leases. With the exception of goodwill as described in Note 9 above, 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 US and substantially all of the Company’s assets were within the US. No external customer represented more than 10% of revenues. Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and its subsidiaries that sell fuel (both in the retail and wholesale segments). The effect of these inter-segment transactions was eliminated in the consolidated financial statements. Year Ended December 31, 2021 Retail Wholesale GPMP All Other Total (in thousands) Revenues Fuel revenue $ 3,048,893 $ 2,659,706 $ 5,734 $ — $ 5,714,333 Merchandise revenue 1,616,404 — — — 1,616,404 Other revenues, net 63,271 22,298 1,092 — 86,661 Total revenues from external customers 4,728,568 2,682,004 6,826 — 7,417,398 Inter-segment — — 4,384,227 1,264 4,385,491 Total revenues from reportable segments 4,728,568 2,682,004 4,391,053 1,264 11,802,889 Operating income 240,233 21,998 91,619 1,264 355,114 Interest and financial expenses, net ( 14,363 ) — ( 14,363 ) Income tax expense ( 221 ) ( 221 ) Income from equity investment 186 186 Net income from reportable segments $ 340,716 Year Ended December 31, 2020 Retail Wholesale GPMP All Other Total (in thousands) Revenues Fuel revenue $ 1,940,303 $ 508,175 $ 3,923 $ — $ 2,452,401 Merchandise revenue 1,494,342 — — — 1,494,342 Other revenues, net 53,424 9,335 897 — 63,656 Total revenues from external customers 3,488,069 517,510 4,820 — 4,010,399 Inter-segment — — 1,706,233 3,041 1,709,274 Total revenues from reportable segments 3,488,069 517,510 1,711,053 3,041 5,719,673 Operating income 200,000 3,523 47,036 3,041 253,600 Interest and financial expenses, net ( 6,277 ) ( 1,817 ) ( 8,094 ) Income tax expense ( 303 ) ( 303 ) Loss from equity investment ( 1,269 ) ( 1,269 ) Net income from reportable segments $ 243,934 Year Ended December 31, 2019 Retail Wholesale GPMP All Other Total (in thousands) Revenues Fuel revenue $ 2,537,455 $ 159,597 $ 6,388 $ — $ 2,703,440 Merchandise revenue 1,375,438 — — — 1,375,438 Other revenues, net 43,882 5,264 784 — 49,930 Total revenues from external customers 3,956,775 164,861 7,172 — 4,128,808 Inter-segment — — 2,042,714 6,394 2,049,108 Total revenues from reportable segments 3,956,775 164,861 2,049,886 6,394 6,177,916 Operating income 90,454 52 43,500 6,394 140,400 Interest and other financial expenses, net ( 2,484 ) ( 677 ) ( 3,161 ) Income tax expense ( 1,038 ) ( 1,038 ) Loss from equity investment ( 507 ) ( 507 ) Net income from reportable segments $ 135,694 A reconciliation of total revenues from reportable segments to total revenues on the consolidated statements of operations was as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Total revenues from reportable segments $ 11,802,889 $ 5,719,673 $ 6,177,916 Other revenues, net — ( 167 ) ( 118 ) Elimination of inter-segment revenues ( 4,385,491 ) ( 1,709,274 ) ( 2,049,108 ) Total revenues $ 7,417,398 $ 4,010,232 $ 4,128,690 A reconciliation of net income from reportable segments to net income (loss) on the consolidated statements of operations was as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Net income from reportable segments $ 340,716 $ 243,934 $ 135,694 Amounts not allocated to segments: Other revenues, net — ( 167 ) ( 118 ) Store operating expenses 3,287 ( 2,380 ) ( 4,116 ) General and administrative expenses ( 121,697 ) ( 91,447 ) ( 66,743 ) Depreciation and amortization ( 89,822 ) ( 67,023 ) ( 58,031 ) Other expenses, net ( 3,536 ) ( 9,228 ) ( 3,674 ) Interest and other financial expenses, net ( 58,108 ) ( 44,852 ) ( 45,045 ) Income tax (expense) benefit ( 11,413 ) 1,802 ( 5,129 ) Net income (loss) $ 59,427 $ 30,639 $ ( 47,162 ) |
Revisions of Previously Issued
Revisions of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Revisions of Previously Issued Financial Statements | 23. Revisions of Previously Issued Financial Statements The Company has adjusted its consolidated balance sheet as of December 31, 2020 in order to reflect its Public Warrants, Private Warrants and Deferred Shares as liability instruments measured at fair value rather than as equity instruments. The Company has also adjusted its consolidated statement of operations for the year ended December 31, 2020 to record certain excise taxes related to non-consignment sites within the wholesale segment on a gross basis. The Company has evaluated the materiality of these adjustments and concluded they were not material to any of the prior periods presented and has elected to revise the previously issued financial statements contained within these consolidated financial statements for the periods impacted to correct the effect of these immaterial adjustments. The consolidated balance sheet as of December 31, 2020 included as comparative figures within these consolidated financial statements was revised as follows: As of December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Balance Sheet Data: (in thousands) Other non-current liabilities $ 70,166 $ 26,455 $ 96,621 Total liabilities 2,421,934 26,455 2,448,389 Additional paid-in capital 239,081 ( 26,978 ) 212,103 Accumulated deficit ( 30,176 ) 523 ( 29,653 ) Total equity 217,875 ( 26,455 ) 191,420 The consolidated statement of operations and comprehensive income for the year ended December 31, 2020 included as comparative figures within these consolidated financial statements was revised as follows: For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Statement of Operations Data: (in thousands) Fuel revenue $ 2,352,884 $ 99,517 $ 2,452,401 Total revenues 3,910,715 99,517 4,010,232 Fuel costs 2,031,899 99,517 2,131,416 Total operating expenses 3,821,173 99,517 3,920,690 Interest and other financial income 1,245 523 1,768 Income before income taxes 29,886 523 30,409 Net income 30,116 523 30,639 Net income per share attributable to common shareholders - basic $ 0.14 $ 0.01 $ 0.15 Net income per share attributable to common shareholders - diluted 0.14 0.01 0.15 For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Statement of Comprehensive Income Data: (in thousands) Net income $ 30,116 $ 523 $ 30,639 Comprehensive income 34,791 523 35,314 The consolidated statement of cash flows for the year ended December 31, 2020 included as comparative figures within these consolidated financial statements was revised as follows: For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Statement of Cash Flow Data: (in thousands) Net income $ 30,116 $ 523 $ 30,639 Fair value adjustment of financial assets and liabilities ( 491 ) ( 523 ) ( 1,014 ) |
Store Operating Expenses
Store Operating Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Operating Expenses [Abstract] | |
Store Operating Expenses | 24. Store Operating Expenses Store operating expenses consisted of the following: For the Year Ended December 31, 2021 2020 2019 (in thousands) Salaries and wages $ 242,692 $ 217,121 $ 206,946 Rent 133,143 113,694 100,856 Credit card fees 83,757 57,644 61,079 Utilities, upkeep, and taxes 57,497 51,811 48,499 Repairs and maintenance 37,345 28,469 28,311 Insurance 20,537 18,956 17,549 Other store operating expenses 55,547 44,727 43,284 Total store operating expenses $ 630,518 $ 532,422 $ 506,524 |
General and Administrative Expe
General and Administrative Expenses | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expense [Abstract] | |
General and Administrative Expenses | 25. General and Administrative Expenses General and administrative expenses consisted of the following: For the Year Ended December 31, 2021 2020 2019 (in thousands) Salaries and wages $ 82,181 $ 64,246 $ 40,515 Legal, audit, professional and management fees 8,264 7,251 4,678 Rent 1,652 1,404 1,259 Insurance 11,969 6,247 5,598 Other general and administrative expenses 20,601 15,276 17,261 Total general and administrative expenses $ 124,667 $ 94,424 $ 69,311 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 26. Subsequent Events Potential Acquisition On February 18, 2022, the Company entered into a purchase agreement with Quarles Petroleum Inc. (“Quarles”), pursuant to which Quarles has agreed to sell to the Company certain assets, including: • 121 proprietary Quarles-branded cardlock sites and management of 64 third party cardlock sites for fleet fueling operations; and • 49 independent dealer locations, including certain lessee-dealer sites. The total consideration for the transaction as set forth in the purchase agreement is approximately $ 170 million plus the value of inventory on the closing date. The Company intends to finance from its own sources approximately $ 40 million of the purchase price plus the value of inventory on the closing date and Oak Street, pursuant to the Program Agreement (as described in Note 8 above), has agreed to pay the remaining consideration for the fee simple ownership in 39 sites. At the closing, pursuant to the Program Agreement, the Company plans to amend one of its master leases with Oak Street to add the sites Oak Street has agreed to acquire in the transaction under customary lease terms. The closing of the transaction is subject to fulfillment of customary conditions precedent and the completion of various transition planning matters. The Company currently expects the closing to occur during the second quarter of 2022. There is no certainty that the transaction will close. Dividend and Share Repurchase Plan On February 21, 2022 , the Company ’ s Board declared a quarterly dividend of $ 0.02 per share of common stock, to be paid on March 29, 2022 to stockholders of record as of March 15, 2022 , totaling approximately $ 2.5 million. The Board has also authorized a share repurchase program for up to an aggregate amount of $ 50 million of outstanding shares of common stock. The share repurchase program does not have a stated expiration date. 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. |
SCHEDULE I
SCHEDULE I | 12 Months Ended |
Dec. 31, 2021 | |
Statement Of Financial Position [Abstract] | |
SEC Schedule, Article 12-04, Condensed Financial Information of Registrant | SCHEDULE I ARKO Corp. (Parent Company Only) Condensed Balance Sheets (in thousands) As of December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 88,508 $ 117,179 Short-term loans to subsidiaries 40,119 40,035 Other current assets 10,110 2,147 Total current assets 138,737 159,361 Non-current assets: Investment in subsidiaries 255,444 178,948 Loans to subsidiaries 450,000 — Deferred tax asset 2,403 2,922 Total assets $ 846,584 $ 341,231 Liabilities Current liabilities: Long-term debt, current portion $ 1,500 $ 1,752 Other current liabilities 7,436 11,612 Total current liabilities 8,936 13,364 Non-current liabilities: Long-term debt, net 442,889 — Other non-current liabilities 41,307 36,286 Total liabilities $ 493,132 $ 49,650 Series A redeemable preferred stock 100,000 100,000 Shareholders' equity 253,452 191,581 Total liabilities, redeemable preferred stock and shareholders' equity $ 846,584 $ 341,231 The accompanying notes are an integral part of the condensed financial statements. SCHEDULE I ARKO Corp. (Parent Company Only) Condensed Statements of Operations (in thousands) For the Year Ended December 31, 2021 2020 2019 Income: Income from loans to subsidiaries and other investee $ 6,016 $ 3,960 $ 6,992 Other income — 597 712 6,016 4,557 7,704 Expenses: General and administrative 6,152 4,562 2,471 Expenses related to loans to subsidiaries and other investee — 2,692 1,281 6,152 7,254 3,752 (Loss) income before interest and financing income (expenses) ( 136 ) ( 2,697 ) 3,952 Interest and other financial income 1,005 1,093 299 Interest and other financial expenses ( 10,855 ) ( 8,225 ) ( 4,832 ) Loss before income taxes ( 9,986 ) ( 9,829 ) ( 581 ) Income tax expense ( 2,771 ) ( 324 ) ( 1,140 ) Equity income (loss) from subsidiaries 71,955 23,863 ( 41,818 ) Net income (loss) $ 59,198 $ 13,710 $ ( 43,539 ) Accretion of redeemable preferred stock — ( 3,120 ) — Series A redeemable preferred stock dividends ( 5,735 ) ( 157 ) — Net income (loss) attributable to common shareholders $ 53,463 $ 10,433 $ ( 43,539 ) The accompanying notes are an integral part of the condensed financial statements. SCHEDULE I ARKO Corp. (Parent Company Only) Condensed Statements of Comprehensive Income (Loss) (in thousands) For the Year Ended December 31, 2021 2020 2019 Net income (loss) $ 59,198 $ 13,710 $ ( 43,539 ) Other comprehensive income: Foreign currency translation adjustments — 4,675 4,520 Total other comprehensive income — 4,675 4,520 Comprehensive income (loss) $ 59,198 $ 18,385 $ ( 39,019 ) The accompanying notes are an integral part of the condensed financial statements. SCHEDULE I ARKO Corp. (Parent Company Only) Condensed Statements of Cash Flows (in thousands) For the Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Net income (loss) $ 59,198 $ 13,710 $ ( 43,539 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Equity (income) loss from subsidiaries ( 71,955 ) ( 23,863 ) 41,818 Deferred income taxes 519 ( 130 ) — Amortization of debt discount and premium 152 ( 331 ) ( 409 ) Depreciation and amortization — 8 11 Foreign currency (gain) loss and interest related to intercompany loans ( 4,656 ) 4,703 1,645 Share-based compensation 868 1,891 516 Fair value adjustment related to financial liabilities 5,021 107 — Other operating activities, net — ( 38 ) — Changes in assets and liabilities: (Increase) decrease in other current assets ( 1,586 ) 490 ( 707 ) Increase in other current liabilities 3,713 942 15 Net cash used in operating activities $ ( 8,726 ) $ ( 2,511 ) $ ( 650 ) Cash flows from investing activities: Loans to investees $ ( 450,000 ) $ ( 68,939 ) $ ( 174 ) Repayments of loans to subsidiaries and other investees — 109,946 14,133 Investment in subsidiary — ( 107,299 ) — Other — — ( 3 ) Net cash (used in) provided by investing activities ( 450,000 ) ( 66,292 ) 13,956 Cash flows from financing activities: Proceeds from issuance of long-term debt, net 442,737 — — Issuance of shares in Merger Transaction — 60,318 — Payment of Merger Transaction issuance costs ( 4,773 ) — — Issuance of redeemable preferred stock, net — 96,880 — Dividends paid on redeemable preferred stock ( 5,892 ) — — Repayment of long-term debt ( 2,017 ) ( 10,953 ) ( 10,861 ) Buyback of long-term debt — ( 1,995 ) — Proceeds from issuance of rights, net — 11,332 — Other — — ( 18 ) Net cash provided by (used in) financing activities 430,055 155,582 ( 10,879 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 28,671 ) 86,779 2,427 Effect of exchange rate on cash and cash equivalents and restricted cash — 2,875 1,263 Cash and cash equivalents and restricted cash, beginning of year 117,179 27,525 23,835 Cash and cash equivalents and restricted cash, end of year $ 88,508 $ 117,179 $ 27,525 Reconciliation of cash and cash equivalents and restricted cash Cash and cash equivalents, beginning of year 117,179 21,302 17,925 Restricted cash with respect to bonds, beginning of year — 6,223 5,910 Cash and cash equivalents and restricted cash, beginning of year $ 117,179 $ 27,525 $ 23,835 Cash and cash equivalents, end of year 88,508 117,179 21,302 Restricted cash with respect to bonds, end of year — — 6,223 Cash and cash equivalents and restricted cash, end of year $ 88,508 $ 117,179 $ 27,525 The accompanying notes are an integral part of the condensed financial statements. SCHEDULE I ARKO Corp. (Parent Company Only) Condensed Statements of Cash Flows (cont’d) (in thousands) For the Year Ended December 31, 2021 2020 2019 Supplementary cash flow information: Cash received for interest $ 1,404 $ 2,340 $ 6,714 Cash paid for interest 14 3,840 4,266 Cash paid for taxes 6,175 305 1,123 Supplementary noncash activities: Prepaid insurance premiums financed through notes payable 1,765 2,190 — Issuance of shares 3,000 — — Ares Put Option — 9,201 — Purchase of property and equipment under operating leases — — 49 The accompanying notes are an integral part of the condensed financial statements. ARKO Corp. (Parent Company Only) Notes to Condensed Financial Statements 1. General The condensed financial statements represent the financial information required by SEC Regulation S-X Rule 5-04 for ARKO Corp. (the “Company”), which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. As of December 31, 2021, the Company’s restricted net assets of its consolidated subsidiary, GPM Investments, LLC (“GPM”), were approximately $713.5 million and exceeded 25% of the Company’s total consolidated net assets. The primary restrictions as of December 31, 2021 were driven by GPM’s financing agreements with PNC which restrict the transfer of non-cash assets from GPM to the Company. These financing agreements also include restrictions on distributions according to which, among other things, GPM’s ability to distribute is subject to certain conditions as defined in the underlying agreements. For more information about GPM’s financing agreements with PNC, refer to Note 12 to the consolidated financial statements. The Merger Transaction was accounted for as a reverse recapitalization. Under this method of accounting, Haymaker was treated as the “acquired” company and Arko Holdings was considered the accounting acquirer for accounting purposes. The Merger Transaction was treated as the equivalent of Arko Holdings issuing stock in exchange for the net assets of Haymaker, accompanied by a recapitalization. Because Arko Holdings was deemed the accounting acquirer, upon the consummation of the Merger Transaction, the historical financial statements of Arko Holdings became the historical financial statements of the combined company. As a result, the financial statements included in these parent only financial statements reflect the historical operating results of Arko Holdings prior to the Merger Closing Date. 2. Summary of Significant Accounting Policies The accompanying condensed financial statements have been prepared to present the financial position, results of operations and cash flows of the Company on a stand-alone basis as a holding company. Investments in subsidiaries are accounted for using the equity method. The condensed parent company only financial statements should be read in conjunction with the Company's consolidated financial statements. 3. Long-Term Debt Senior Notes Offering 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”), pursuant to a note purchase agreement dated October 14, 2021, by and among the Company, certain of the Company’s wholly owned domestic subsidiaries (the “Guarantors”), and BofA Securities, Inc., as representative of the several initial purchasers named therein. The Senior Notes are guaranteed, on an unsecured senior basis, by all of the Guarantors. Refer to Note 12 to the consolidated financial statements for further details. 4. Revisions of Previously Issued Financial Statements The Company has adjusted its consolidated balance sheet as of December 31, 2020 in order to reflect its Public Warrants, Private Warrants and Deferred Shares as liability instruments measured at fair value rather than as equity instruments. The Company has evaluated the materiality of these adjustments and concluded they were not material to any of the prior periods presented and has elected to revise the previously issued financial statements contained within these consolidated financial statements for the periods impacted to correct the effect of these immaterial adjustments. As a result, the parent only condensed balance sheet as of December 31, 2020 included as comparative figures within these financial statements was revised as follows: As of December 31, 2020 As Previously Reported Adjustment As Revised Selected Condensed Balance Sheet Data: (in thousands) Other non-current liabilities $ 9,831 $ 26,455 $ 36,286 Total liabilities 23,195 26,455 49,650 Total shareholders' equity 218,036 ( 26,455 ) 191,581 As a result, the parent only condensed statement of operations and comprehensive income for the year ended December 31, 2020 included as comparative figures within these financial statements was revised as follows: For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Condensed Statement of Operations Data: (in thousands) Interest and other financial income 570 523 1,093 Loss before income taxes ( 10,352 ) 523 ( 9,829 ) Net income 13,187 523 13,710 For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Condensed Statement of Comprehensive Income (in thousands) Net income $ 13,187 $ 523 $ 13,710 Comprehensive income 17,862 523 18,385 As a result, the condensed statement of cash flows for the year ended December 31, 2020 included as comparative figures within these financial statements was revised as follows: For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Condensed Statement of Cash Flow Data: (in thousands) Net income $ 13,187 $ 523 $ 13,710 Fair value adjustment related to financial liabilities 630 ( 523 ) 107 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis for Presentation | Basis of Presentation All significant intercompany balances and transactions have been eliminated in the consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates In the preparation of 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 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. |
Foreign Currency Transactions | Foreign Currency Translation Transactions and balances that are denominated in currencies that differ from the functional currencies have been remeasured into US dollars in accordance with principles set forth in ASC 830, Foreign Currency Matters. At each balance sheet date, monetary items denominated in foreign currencies are translated at exchange rates in effect at the balance sheet date. All exchange gains and losses from the remeasurement mentioned above are reflected in the statement of operations as financial expenses or income, as appropriate. The revenues of the Company and most of its subsidiaries are generated in US dollars. In addition, most of the costs of the Company and most of its subsidiaries are incurred in US dollars. The Company’s management believes that the US dollar is the primary currency of the economic environment in which the Company and most of its subsidiaries operate. Thus, the functional currency of the Company and most of its subsidiaries is the US dollar. For subsidiaries whose functional currency has been determined to be other than the US dollar, assets and liabilities are translated at year-end exchange rates, and statement of operations items are translated at average exchange rates prevailing during the year. Resulting translation differences are recorded as a separate component of accumulated other comprehensive income (loss) in equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase, which are not restricted, to be cash equivalents, of which there were $ 0.7 million and $ 102.4 million at December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, $ 0.7 million and $ 35.5 million of cash and cash equivalents, respectively, were denominated in New Israeli Shekels (“NIS”). Cash and cash equivalents are maintained at financial institutions. |
Restricted Cash | Restricted Cash The Company classifies as restricted cash any cash and cash equivalents that are currently restricted from use in order to comply with agreements with third parties, including cash related to net lottery proceeds. |
Restricted Cash with Respect to Bonds | Restricted Cash with Respect to Bonds The Company classified designated cash for specific use only in accordance with the provisions as established in the deed of trust governing the Bonds (Series C), as defined in Note 12 below, as restricted cash with respect to bonds. These amounts were deposited in a financial institution as Reserved Principal and Interest and were intended for use according to the deed of trust governing the Bonds (Series C). The designated cash was classified as current assets and non-current assets according to the date on which the Company was expected to use the balances or according to the nature of the assets to which they were designated. As of December 31, 2020, $ 2.8 million of restricted cash with respect to the bonds was denominated in NIS. On March 30, 2021, Arko Holdings exercised its right to fully redeem the Bonds (Series C). |
Trade Receivables | Trade Receivables The majority of trade receivables are typically from independent dealers, customer credit accounts and credit card companies in the ordinary course of business. Balances due in respect of credit cards processed through the Company’s fuel suppliers and other providers are collected within two to three days depending upon the day of the week of the purchase and time of day of the purchase. Receivables from independent dealers and customer credit accounts are typically due within two to 10 days and are stated as amounts due. Accounts that are outstanding longer than the payment terms are considered past due. At each balance sheet date, the Company recognizes a loss allowance for expected credit losses on trade receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The expected credit losses on trade receivables are estimated based on historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecasted direction of conditions at the reporting date, including time value of money where appropriate. The expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, as long as the discount impact is material. The Company records an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account. The Company writes off receivable amounts when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss. The Company has no t experienced significant write-offs for the years ended December 31, 2021, 2020 and 2019. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. Inventory cost is determined using the average cost, net of vendor rebates or discounts in the event that they can be attributed to inventory, using the first-in, first-out (FIFO) basis, which approximates the actual cost of the inventory. The net realizable value is an estimate of the sales price in the ordinary course of business less an estimate of the costs required in order to execute the sale. The Company periodically reviews inventory for obsolescence and records a charge to merchandise costs for any amounts required to reduce the carrying value of inventories to net realizable value. |
Investments | Investments Investments consist primarily of US Treasury and other investment grade securities with maturities no longer than one year and certain interest-bearing cash deposits. Investments are considered held-to-maturity and carried at amortized cost. When applicable, the cost of securities sold will be based on the specific identification method. Approximately $ 31.8 million investments at December 31, 2021 and 2020 secured 98% of the outstanding principal amount of the GPMP PNC Term Loan as defined and described in Note 12 below, and will secure this balance until the loan is fully repaid. As a result, this amount was classified as a current asset at December 31, 2021 and a non-current asset at December 30, 2020. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost or, if acquired through a business combination, at the fair value of the assets as of the acquisition date, less accumulated depreciation and accumulated impairment losses. Expenditures for maintenance and repairs are charged directly to expense when incurred and major improvements are capitalized. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Range in Years Buildings and leasehold improvements 15 to 40 Signs 5 to 15 Other equipment (primarily office equipment) 5 to 7 Computers, software and licenses 3 to 5 Motor vehicles 7 Fuel equipment 5 to 30 Equipment in convenience stores 5 to 15 Amortization of leasehold improvements is recorded using the straight-line method based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured or the estimated useful lives. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company reviews its long-lived assets, including property and equipment, right-of-use assets and amortizable intangible assets, for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If a review indicates that the assets will not be recoverable, based on the expected undiscounted net cash flows of the related asset, an impairment loss is recognized to the extent carrying value of the assets exceeds their estimated fair value and the asset’s carrying value is reduced to fair value. Impairment losses related to property and equipment and right-of-use assets of $ 3.2 million, $ 4.7 million and $ 5.1 million were recorded in relation to closed and non-performing sites as an expense within other expenses, net in the consolidated statements of operations during the years ended December 31, 2021, 2020 and 2019, respectively. No impairment was recognized for long-lived intangible assets during the years ended December 31, 2021, 2020 and 2019. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805, Business Combinations, and allocates the fair value of purchase consideration to the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. In subsequent periods, the goodwill is measured at cost less accumulated impairment losses. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the excess is recognized immediately within other expenses, net in the consolidated statements of operations as a gain on bargain purchase. When the consideration transferred in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of cost over fair value of net assets of businesses acquired. For the purpose of impairment testing, goodwill is allocated to each reporting unit (or groups of reporting units) expected to benefit from the synergies of the business combination. Intangible assets acquired in a business combination are recorded at fair value as of the date acquired. Amortization of finite lived intangible assets is provided using the straight-line method of amortization over the estimated useful lives of the intangible assets as follows: Range in Years Goodwill Indefinite life Trade names 5 Wholesale fuel supply contracts 9 to 14 Option to acquire ownership rights 6 to 15 Option to develop stores 5 Liquor licenses Indefinite life Franchise rights 9 to 20 Goodwill is reviewed annually for impairment, or more frequently if indicators of impairment exist, such as disruptions in the business, unexpected significant declines in operating results or a sustained market capitalization decline. In the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the deficit up to the amount of goodwill recorded. The Company has historically tested goodwill for impairment as of December 31 for each fiscal year; however, in 2021, the Company changed the date of its annual goodwill impairment test to October 1 for operational expediency and to align its testing date with the convention of its public company peers. The Company does not believe that this change in goodwill impairment testing date represents a material change in accounting principle as the change did not have a material effect to the consolidated financial statements in light of the continuing requirement to assess goodwill impairment in the presence of certain indicators. The Company completed the annual impairment analyses for goodwill for the years ended December 31, 2021, 2020 and 2019, and no impairment was recognized. |
Non-controlling Interest | Non-controlling Interest These consolidated financial statements reflect the application of ASC 810, Consolidation, which establishes accounting and reporting standards that require: (i) the ownership interest in subsidiaries held by parties other than the parent to be clearly identified and presented in the consolidated balance sheet within shareholders’ equity, but separate from the parent’s equity, (ii) the amount of consolidated net income attributable to the parent and the non-controlling interest to be clearly identified and presented on the face of the consolidated statements of operations, and (iii) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary to be accounted for consistently. The Company’s investments in GPM (until the purchase of the GPM Minority on the Merger Closing Date as described in Note 1 above) and GPMP (until the purchase of the third parties’ interests in GPMP on December 21, 2020 as described in Note 3 below) were accounted for under the method of accounting referred to as the hypothetical liquidation at book value method for allocating the profits and losses. In accordance with this method, profits and losses are allocated between the Company and the non-controlling interest assuming at the end of the reporting period, GPM and GPMP would liquidate or distribute its assets and redeem its liabilities at their book value. Until December 21, 2020, due to the terms of GPMP’s Agreement of Limited Partnership, and the preference provided to the one of the third party investors in the monthly distributions of GPMP as well as in liquidation, the investor’s investment was classified in the consolidated statements of changes in equity as ‘Non-controlling interests.’ A non-controlling interest was also recorded for the interests owned by the seller of the Fuel USA sites and the seller of the Riiser sites (the “Riiser Seller”). |
Equity Investment | Equity Investment For equity investments that are not required to be consolidated, the Company evaluates the level of influence it is able to exercise over an entity’s operations to determine whether to use the equity method of accounting. Equity investments for which the Company determines that the Company has significant influence are accounted for as equity method investment. The Company evaluates its equity method investment presented for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may be impaired. Since January 2014, the Company has held joint control ( 50 %) of Ligad Investments and Construction Ltd. (“Ligad”), which is presented on the Company’s books using the equity method of accounting. As of December 31, 2021, Ligad owed the Company approximately $ 1.0 million, bearing interest at the prime rate plus 1 %, and payable on December 31, 2022 . In September 2020, Ligad entered into an agreement with a third party for the lease of the properties held by it for a period of three years beginning March 1, 2021, in consideration of an annual payment of approximately $ 0.4 million and granted another third party an option, exercisable until September 2022 , to purchase the leased properties for consideration for approximately $ 8.5 million plus value-added taxes, from which the lease payments received will be deducted. |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued. Significant estimates of fair value include, among other items, tangible and intangible assets acquired and liabilities assumed through business combinations, certain leases, contingent consideration in business combinations, the Public Warrants (as defined below), the Private Warrants (as defined below), the Deferred Shares (as defined below) and the Ares Put Option (as defined below). The Company also uses fair value measurements to routinely assess impairment of long-lived assets, intangible assets and goodwill. |
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 for 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 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. Certain fuel and sales taxes are invoiced by fuel suppliers or collected from customers and remitted to governmental agencies either directly, or through suppliers, by the Company. Whether these taxes are presented on a gross or net basis is dependent on whether the Company is acting as a principal or agent in the sales transaction. Fuel excise taxes are presented on a gross basis for fuel sales because the Company is acting as the primary obligor, has pricing latitude, and is also exposed to inventory and credit risks. Fuel revenue and fuel cost of revenue included fuel taxes of $ 1,004.8 million, $ 584.6 million and $ 500.1 million for 2021, 2020 and 2019, respectively. Revenue recognition patterns are described below by reportable segment: Retail • Fuel revenue and merchandise revenue —Revenues from the sale of merchandise and fuel less discounts given and returns are recognized upon delivery, which is the point at which control and title is transferred, the customer has accepted the product and the customer has significant risks and rewards of owning the product. The Company typically has a right to payment once control of the product is transferred to the customer. Transaction prices for these products are typically at market rates for the product at the time of delivery. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. • Customer loyalty program — The customer loyalty program provides the Company’s customers rights to purchase products at a lower price or at no cost in future periods. The sale of products in accordance with the loyalty program are recognized as multiple performance obligations. The consideration for the sale is allocated to each performance obligation identified in the contract (the actual purchases and the future purchases) on a relative stand-alone selling price basis. Revenue for the rights granted is deferred and recognized on the date on which the Company completes its obligations in respect thereof or when it expires. The related contract liability for the customer loyalty program was approximately $ 1.5 million and $ 1.2 million as of December 31, 2021 and December 31, 2020, respectively, and was included in other current liabilities on the consolidated balance sheets. • Commissions on sales of lottery products, money orders and prepaid value cards —The Company recognizes a commission on the sale of lottery products, money orders, and sales of prepaid value cards (gift or cash cards) at the time of the sale to the consumer. GPMP • GPMP recognizes revenue upon delivery of the fuel to GPM and its subsidiaries selling fuel (both in the retail and wholesale segments) and is eliminated in consolidation. Wholesale • Consignment arrangements— In arrangements of this type, the Company continues to be the owner of the fuel until the date of sale to the final customer (the consumer). In these arrangements, the gross profit which is created from the sale of the fuel is allocated between the Company and the independent dealer based on the terms of the relevant agreement with the independent dealer. The Company recognizes revenues on the date of the sale to the final customer (namely, upon dispensing of the fuel by the consumer which is the date of transfer of control, risks and rewards to the final customer). • Fuel supply arrangements (“Cost Plus”)— In arrangements of this type, the independent dealer purchases the fuel from the Company. The Company recognizes revenue upon delivery of the fuel to the independent dealer (executed by an outside delivery company) which is the date of transfer of ownership of the fuel to the independent dealer. In arrangements of this type, the sales price to the independent dealer is determined according to the terms of the relevant agreement with the independent dealer, which generally includes a stated price of the fuel plus the cost of transportation, prompt pay discounts, rebates and a margin. Refer to Note 22 for disclosure of the revenue disaggregated by segment and product line, as well as a description of the reportable segment operations. |
Fuel Costs and Merchandise Costs | Fuel Costs and Merchandise Costs The Company records discounts and rebates received from suppliers as a reduction of inventory cost if the discount or rebate is based upon purchases or to merchandise costs if the discount relates to product sold. Discounts and rebates conditional upon the volume of the purchases or on meeting certain other goals are included in the consolidated financial statements on a basis relative to the progress toward the goals required to obtain a discount or rebate, as long as receiving the discounts or rebates is reasonably assured and its amount can be reasonably estimated. The estimate of meeting the goals is based, among other things, on contract terms and historical purchases/sales as compared to required purchases/sales. The Company includes in fuel costs all costs incurred to acquire fuel, including the costs of purchasing and transporting inventory prior to delivery to customers. The Company does not own transportation equipment and utilizes third-party carriers to transport fuel inventory to the retail location. Fuel costs do not include any depreciation of property and equipment as there are no significant amounts that could be attributed to fuel costs. Accordingly, depreciation is separately classified in the consolidated statements of operations. The Company recognizes merchandise vendor rebates based upon the period of time in which it has completed the unit purchases and/or sales as specified in the merchandise vendor agreements. The Company records such rebates as a reduction of merchandise costs. Certain upfront amounts paid by merchandise suppliers are presented as a liability and are recorded to operations as a reduction of merchandise costs on a straight-line basis relative to the period of the agreement. In the event that the Company does not comply with the conditions of the agreement with the supplier, the Company may be required to repay the unamortized balance of the amount received based on the amortization schedule as defined in each agreement with the merchandise suppliers. These amounts are classified in other non-current liabilities, except for the current maturity which is classified in other current liabilities. Amounts paid to the Company by fuel suppliers for renovation and upgrade costs associated with the rebranding of gas stations are presented as a liability and are recorded to operations as a periodic reduction of fuel costs on a straight-line basis relative to the period of the agreement. In the event that the Company does not comply with the conditions of the agreement with the supplier, the Company may be required to repay the unamortized balance of the grant to the supplier, based on the amortization schedule as defined in each applicable agreement. These grants are classified in other non-current liabilities, except for the current maturity which is classified in other current liabilities. Total purchases from suppliers who accounted for 10% or more of total purchases for the periods presented were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Fuel products - Supplier A $ 776,314 $ 312,231 $ 420,805 Fuel products - Supplier B 638,928 256,606 401,657 Merchandise products - Supplier C 645,257 653,994 610,685 |
Environmental Costs | Environmental Costs Environmental expenditures related to existing conditions, resulting from past or current operations and from which no current or future benefit is discernible, are expensed. A liability for environmental matters is established when it is probable that an environmental obligation exists and the cost can be reasonably estimated. If there is a range of reasonably estimated costs, the most likely amount will be recorded, or if no amount is most likely, the minimum of the range is used. Related expenditures are charged against the liability. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs, net of co-op advertising reimbursement from certain vendors/suppliers, for the years ended December 31, 2021, 2020 and 2019 were $ 4.4 million, $ 3.8 million and $ 4.0 million, respectively, and were included in store operating and general and administrative expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes Income taxes are accounted for under the provisions of ASC 740, Income Taxes. Current and deferred taxes are recognized in profit or loss, except when they arise from the initial accounting for a business acquisition, in which case the tax effect is included in the accounting for the business acquisition. The current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is provided using the asset and liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax assets are recognized for future tax benefits and credit carryforwards to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at each balance sheet date. Deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on the tax rates (and tax laws) that have been enacted by the end of the reporting periods. After determining the total amount of deferred tax assets, a determination is made as to whether it is more likely than not that some portion of the deferred tax assets will not be realized. If it is determined that a deferred tax asset is not likely to be realized, a valuation allowance is established. Deferred tax assets and deferred tax liabilities are offset if the Company had a legally enforceable right to offset current tax assets against current tax liabilities and the deferred tax relates to the same taxable entity and the same tax authority. GPM is taxed as a partnership for US federal and certain state jurisdiction for income tax purposes. Certain subsidiaries of GPM are taxed as a corporation for US federal and state income tax purposes. The taxable income and loss from all activities of GPM, excluding the activities of GPM’s subsidiaries which are taxed as a corporation for US federal purposes, are included in the taxable income or loss of GPM’s members, including Arko Convenience Stores, LLC (“ACS”), a wholly owned subsidiary of Arko Holdings. As a result, current and deferred taxes reflected in the consolidated financial statements until the Merger Closing Date did not include the income or loss allocated to GPM members other than ACS. Uncertain tax positions meeting the more likely than not recognition threshold are measured and recognized in the consolidated financial statements at the largest amount of benefit that has a greater than 50 % likelihood of being realized upon settlement. The Company classifies interest and penalties related to income tax matters as a component of income tax expense in the consolidated statements of operations. |
Earnings Per Share | Earnings Per Share Basic earnings per share are calculated in accordance with ASC 260, Earnings Per Share, by dividing net income (loss) attributable to the Company by the weighted average number of common shares outstanding during the year. Diluted earnings per share are calculated, if applicable, by adjusting net income (loss) attributable to the Company and the weighted average number of common shares, taking into effect all potential dilutive common shares. |
Share-Based Compensation | Share-Based Compensation ASC 718, Compensation – Stock Compensation, requires the cost of all share-based payments to employees to be recognized in the statement of operations and establishes fair value as the measurement objective in accounting for share-based payment arrangements. ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards on the date of grant. Restricted share units are valued based on the fair market value of the underlying stock on the date of grant. The Company records compensation expense for these awards based on the grant date fair value of the award, recognized ratably over the vesting period of the award. The Company recognizes compensation expense related to stock-based awards with graded vesting on a straight-line basis over the vesting p eriod. The Company’s share-based compensation expense is adjusted for forfeitures when they are incurred. |
Employee Benefits | Employee Benefits The Company has a 401(k) retirement plan for its employees who may contribute up to 75 % of eligible wages as defined in the plan, subject to limitations defined in the plan and applicable law. The Company matches a percentage of employee contributions according to the plan, subject to applicable law. The expense for matching contributions was approximately $ 1.4 million, $ 0.2 million and $ 0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Leases | Leases The Company as Lessee The Company assesses whether a contract is, or contains, a lease at inception of the contract. A contract contains a lease on the basis of whether the Company has the right to control the use of an identified asset for a period of time in exchange for consideration. While assessing whether a contract conveys the right to control the use of an identified asset, the Company assesses whether, throughout the period of use, it has both of the following: • the right to obtain substantially all of the economic benefits from use of the identified assets; and • the right to direct the use of the identified asset. The lease term is the non-cancellable period of a lease together with periods covered by an option to extend the lease if the Company is reasonably certain it will exercise that option. In assessing the lease term, the Company takes into account extension options that, at initial recognition, it is reasonably certain that it will exercise. The likelihood of the exercise of the extension options is examined considering, among other things, the lease payments during the extension periods in relation to the market prices, significant improvements in the leased properties that are expected to have a significant economic benefit during the extension period, actual profitability characteristics and expected profitability of the sites, the remaining non-cancellable period, the number of years under the extension periods, location of the leased property and the availability of suitable alternatives. Because the interest rate implicit in the lease cannot be readily determined, the Company generally utilizes the incremental borrowing rates of the Company. These rates are defined as the interest rates that the Company would have to pay, on the commencement date of the lease, to borrow, over a similar term and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in the lease agreement and in a similar economic environment. Lease payments included in the measurement of the lease liability consist of: • fixed lease payments (including in-substance fixed payments), including those in extension option periods which are reasonably certain to be exercised; • variable lease payments that depend on an index, initially measured using the index at the commencement date; and • the exercise price of purchase options, if the Company is reasonably certain it would exercise the options. Variable rents that do not depend on an index or rate and which are not in-substance fixed lease payments (for example, payments that are determined as a percentage of sales) are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs and are included in store operating expenses in the statements of operations. For variable lease payments that depend on an index or a rate (such as the consumer price index or a market interest rate), on the commencement date, the lease payments were initially measured using the index or rate at the commencement date. The Company does not remeasure the lease liability for changes in future lease payments arising from changes in an index or rate unless the lease liability is remeasured for another reason. Therefore, after initial recognition, such variable lease payments are recognized in statements of operations as they are incurred. The Company determines if the lease is an operating lease or a financing lease and recognizes right-of-use assets and lease liabilities for all leases, except for short-term leases (lease term of one year or less) and leases of low value assets. For these leases, the Company recognizes lease expense on a straight-line basis over the lease term. At the commencement date, the lease liability is measured at the present value of future lease payments that are not paid at that date (not including payments made at the commencement date of the lease), discounted generally using the relevant incremental borrowing rate, and presented as a separate line item in the consolidated balance sheets. The operating lease liability is subsequently remeasured each period at the present value of future lease payments that are not paid at that date. The financing lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. Some of the lease agreements include an increase in the consumer price index coupled with a multiplier and a percentage increase cap effectively assures the cap will be reached each year. The Company determined, based on past experience and consumer price index increase expectations, that these types of variable payments are in-substance fixed payments and such payments are included in the measurement of the lease liabilities as of the date of the initial lease liability measurement. The Company remeasures the lease liability (and makes corresponding adjustments to the related right-of-use asset) whenever the following occurs: • the lease term has changed as a result of, among other factors, a change in the assessment of exercising an extension option or a purchase option that results from the occurrence of a significant event or a significant change in circumstances that is within the Company’s control, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; or • a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate. For lease modifications that decrease the scope of the lease, the lessee recognizes in profit or loss any gain or loss relating to the partial or full termination of the lease. The right-of-use asset is measured at cost and presented as a separate line item in the consolidated balance sheets. The cost of the right-of-use asset comprises the initial measurement of the corresponding lease liability, lease payments made at or before the commencement date, and any initial direct costs. In business combinations, the amount is adjusted to reflect favorable or unfavorable terms of the lease relative to market terms. Subsequently, the right-of-use asset under operating leases is measured at the carrying amount of the lease liability, adjusted for prepaid or accrued lease payments, unamortized lease incentives received and accumulated impairment losses. The right-of-use asset under financing leases is measured at cost less accumulated depreciation and accumulated impairment losses. Whenever the Company incurs an obligation for costs (either on the commencement date or consequently) to dismantle and remove a leased asset, restore the site on which it is located, or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognized. The costs are included in the related right-of-use asset. Right-of-use assets under financing leases are depreciated based on the straight-line method over the shorter period of lease term and the useful life of the underlying asset, with weighted average depreciation periods are as follows: Years Leasehold improvements, buildings and real estate assets 28 Equipment 6 If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company will depreciate the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. The Company adjusts the right-of-use asset and as a result, the depreciation period in the following periods when it remeasures the respective lease liability as described above. The Company as Lessor Leases for which the Company is a lessor are classified as financing or operating leases. When the Company is an intermediate lessor, it accounts for the head lease and the sublease as separate contracts. The sublease is classified as a financing or operating lease by reference to the head lease’s underlying asset. Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and depreciated on a straight-line basis over the lease term. Rental income on leased and subleased property to independent dealers and other third-parties is recognized on a straight-line basis based upon the term of the tenant’s lease or sublease. |
New Accounting Pronouncements | New Accounting Pronouncements Adopted During 2021 Simplifying the Accounting for Income Taxes – In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance, such as the accounting for a franchise tax (or similar tax) that is partially based on income. This standard is effective January 1, 2021 for the Company. The adoption of this guidance had no material impact on the Company's consolidated financial statements. New Accounting Pronouncements Not Yet Adopted Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard included optional guidance for a limited period of time to help ease the burden in accounting for the effects of reference rate reform. The new standard is effective for all entities through December 31, 2022. The Company is examining the impact of this standard on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment Depreciation Estimated Useful Lives | Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Range in Years Buildings and leasehold improvements 15 to 40 Signs 5 to 15 Other equipment (primarily office equipment) 5 to 7 Computers, software and licenses 3 to 5 Motor vehicles 7 Fuel equipment 5 to 30 Equipment in convenience stores 5 to 15 |
Schedule of Goodwill and Intangible Assets | Amortization of finite lived intangible assets is provided using the straight-line method of amortization over the estimated useful lives of the intangible assets as follows: Range in Years Goodwill Indefinite life Trade names 5 Wholesale fuel supply contracts 9 to 14 Option to acquire ownership rights 6 to 15 Option to develop stores 5 Liquor licenses Indefinite life Franchise rights 9 to 20 |
Schedule Of Purchases From Suppliers | Total purchases from suppliers who accounted for 10% or more of total purchases for the periods presented were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Fuel products - Supplier A $ 776,314 $ 312,231 $ 420,805 Fuel products - Supplier B 638,928 256,606 401,657 Merchandise products - Supplier C 645,257 653,994 610,685 |
Schedule of Lease Term and Useful Life of Assets | Right-of-use assets under financing leases are depreciated based on the straight-line method over the shorter period of lease term and the useful life of the underlying asset, with weighted average depreciation periods are as follows: Years Leasehold improvements, buildings and real estate assets 28 Equipment 6 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Pro Forma Results of Operations | The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred on January 1, 2019 nor is it indicative of future results. For the Year Ended December 31, 2021 2020 2019 (unaudited) (in thousands) Total revenue $ 7,698,401 $ 5,939,151 $ 7,570,278 Net income (loss) 65,571 52,130 ( 45,227 ) |
Expressstop Acquisition | |
Summary of Details of Business Combination | The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 16,191 Consideration provided by the Real Estate Funds 78,496 Total consideration $ 94,687 Assets acquired and liabilities: Cash and cash equivalents $ 258 Inventory 7,507 Other assets 326 Property and equipment 76,550 Environmental receivables 46 Deferred tax asset 2,435 Intangible assets 2,740 Total assets 89,862 Other liabilities ( 213 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 2,448 ) Total liabilities ( 2,731 ) Total identifiable net assets 87,131 Goodwill $ 7,556 Consideration paid in cash by the Company $ 16,191 Consideration provided by the Real Estate Funds 78,496 Less: cash and cash equivalent balances acquired ( 258 ) Net cash outflow $ 94,429 |
Handy Mart Acquisition | |
Summary of Details of Business Combination | The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 17,541 Consideration provided by Oak Street 93,202 Total consideration $ 110,743 Assets acquired and liabilities: Cash and cash equivalents $ 50 Inventory 4,914 Other assets 464 Property and equipment 105,838 Right-of-use assets under operating leases 12,047 Intangible assets 1,290 Total assets 124,603 Other liabilities ( 425 ) Environmental liabilities ( 40 ) Operating leases ( 12,047 ) Asset retirement obligations ( 1,348 ) Total liabilities ( 13,860 ) Total identifiable net assets 110,743 Goodwill $ — Consideration paid in cash by the Company $ 17,541 Consideration provided by Oak Street 93,202 Less: cash and cash equivalent balances acquired ( 50 ) Net cash outflow $ 110,693 |
Empire Acquisition | |
Summary of Details of Business Combination | The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 11,790 GPMP Capital One Line of Credit 350,000 Liability resulting from Additional Consideration 17,560 Liability resulting from Contingent Consideration 7,205 Total consideration $ 386,555 Assets acquired and liabilities: Cash and cash equivalents $ 174 Inventory 12,464 Other assets 4,898 Property and equipment 109,317 Wholesale fuel supply contracts 194,000 Option to acquire ownership rights 8,446 Other intangible assets 750 Right-of-use assets under operating leases 210,352 Right-of-use assets under financing leases 15,120 Environmental receivables 491 Deferred tax asset 11,459 Total assets 567,471 Other liabilities ( 4,753 ) Environmental liabilities ( 1,278 ) Asset retirement obligations ( 15,168 ) Operating leases ( 202,500 ) Financing leases ( 13,357 ) Total liabilities ( 237,056 ) Total identifiable net assets 330,415 Goodwill $ 56,140 Consideration paid in cash $ 361,790 Less: cash and cash equivalent balances acquired ( 174 ) Net cash outflow $ 361,616 |
Riiser Acquisition | |
Summary of Details of Business Combination | The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 13,186 Non-controlling interest in GPMP 13,893 GPMP Capital One Line of Credit 14,600 Payable to Riiser Seller 320 Less: asset resulting from contingent consideration ( 2,088 ) Total consideration $ 39,911 Assets acquired and liabilities: Cash and cash equivalents $ 489 Inventory 6,973 Other assets 934 Property and equipment 15,345 Trade name 1,000 Right-of-use assets under operating leases 75,171 Deferred tax assets 3,324 Total assets 103,236 Other liabilities ( 1,409 ) Environmental liabilities ( 153 ) Asset retirement obligations ( 4,226 ) Operating leases ( 87,458 ) Total liabilities ( 93,246 ) Total identifiable net assets 9,990 Goodwill $ 29,921 Consideration paid in cash $ 27,786 Less: cash and cash equivalent balances acquired ( 489 ) Net cash outflow $ 27,297 |
2019 Business Acquisitions | |
Summary of Details of Business Combination | The details of these two additional business acquisitions were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 867 GPMP Capital One Line of Credit 5,500 Total consideration $ 6,367 Assets acquired and liabilities assumed at the Cash and cash equivalents $ 77 Inventory 1,623 Other assets 118 Environmental receivables 18 Property and equipment 3,910 Right-of-use assets under operating leases 20,189 Options to acquire ownership rights 1,315 Total assets 27,250 Other liabilities ( 223 ) Environmental liabilities ( 431 ) Asset retirement obligations ( 768 ) Operating leases ( 19,291 ) Deferred tax liabilities ( 29 ) Total liabilities ( 20,742 ) Total identifiable net assets 6,508 Bargain gain recorded on the Town Star Acquisition ( 406 ) Goodwill recorded on the Cash and Sons Acquisition $ 265 Consideration paid in cash $ 6,367 Less: cash and cash equivalent balances acquired ( 77 ) Net cash outflow on acquisition dates $ 6,290 |
Trade Receivables (Tables)
Trade Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable Net [Abstract] | |
Schedule of Trade Receivables | Trade receivables consisted of the following: As of December 31, 2021 2020 (in thousands) Credit card receivables $ 30,113 $ 23,593 Independent dealers and customer credit accounts receivables, net 32,229 23,347 Total trade receivables, net $ 62,342 $ 46,940 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: As of December 31, 2021 2020 (in thousands) Fuel inventory $ 63,102 $ 38,125 Merchandise inventory 126,147 118,285 Lottery inventory 8,587 7,276 Total inventory $ 197,836 $ 163,686 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: As of December 31, 2021 2020 (in thousands) Vendor receivables $ 48,833 $ 42,210 Asset resulting from contingent consideration 3,375 3,375 Prepaid expenses 13,116 11,152 Environmental receivables 1,119 1,238 Income tax receivable 3,340 803 Due from related parties 2,669 1,673 Other current assets 19,643 26,904 Total other current assets $ 92,095 $ 87,355 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2021 2020 (in thousands) Land $ 104,492 $ 92,283 Buildings and leasehold improvements 219,052 183,075 Equipment 508,000 441,084 Accumulated depreciation ( 282,575 ) ( 224,929 ) Total property and equipment, net $ 548,969 $ 491,513 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Segment | The following summarizes the activity in goodwill, by segment: Retail GPMP Total (in thousands) Beginning balance, January 1, 2020 $ 14,861 $ 119,091 $ 133,952 Goodwill attributable to acquisitions during the year — 39,985 39,985 Ending balance, December 31, 2020 $ 14,861 $ 159,076 $ 173,937 Goodwill attributable to acquisitions during the year — 7,556 7,556 Goodwill adjustment – Empire Acquisition — 16,155 16,155 Ending balance, December 31, 2021 $ 14,861 $ 182,787 $ 197,648 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: As of December 31, 2021 2020 (in thousands) Wholesale fuel supply agreements $ 198,069 $ 198,069 Trade names 34,988 32,494 Options to acquire ownership rights and develop stores 6,372 25,319 Other intangibles 20,641 18,105 Accumulated amortization – Wholesale fuel supply agreements ( 23,923 ) ( 7,566 ) Accumulated amortization – Trade names ( 29,583 ) ( 26,127 ) Accumulated amortization – Options to acquire ( 3,140 ) ( 6,376 ) Accumulated amortization – Other intangibles ( 17,431 ) ( 15,786 ) $ 185,993 $ 218,132 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for each of the next five years and thereafter is expected to be as follows: Future Amortization Expense Amount (in thousands) 2022 $ 19,841 2023 18,146 2024 17,283 2025 17,021 2026 16,811 Thereafter 94,366 $ 183,468 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The components of other current liabilities were as follows: As of December 31, 2021 2020 (in thousands) Accrued employee costs $ 30,935 $ 28,404 Fuel and other taxes 31,381 29,817 Accrued insurance liabilities 10,986 8,139 Accrued expenses 35,672 36,485 Environmental liabilities 3,459 3,714 Deferred vendor income 11,654 11,328 Accrued income taxes payable — 3,521 Due to related parties 258 144 Liabilities resulting from Additional and Contingent Consideration 8,813 9,569 Other accrued liabilities 4,330 2,516 Total other current liabilities $ 137,488 $ 133,637 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Noncurrent [Abstract] | |
Components of Other Noncurrent Liabilities | The components of other non-current liabilities were as follows: As of December 31, 2021 2020 (in thousands) Environmental liabilities $ 9,394 $ 9,798 Deferred vendor income 23,872 22,806 Liabilities resulting from Additional and Contingent Consideration 11,855 15,546 Ares Put Option 8,904 9,831 Public Warrants 23,600 18,133 Private Warrants 7,240 6,680 Deferred Shares 1,563 1,642 Financial liability 43,647 — Other non-current liabilities 6,778 12,185 Total other non-current liabilities $ 136,853 $ 96,621 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt were as follows: As of December 31, 2021 2020 (in thousands) Senior Notes $ 442,889 $ — PNC term loan 32,385 32,354 M&T debt 43,392 27,898 Ares term loan — 215,433 Capital One line of credit 195,232 394,035 Bonds (Series C) — 76,582 Insurance premium notes 3,111 3,488 Total debt, net $ 717,009 $ 749,790 Less current portion ( 40,384 ) ( 40,988 ) Total long-term debt, net $ 676,625 $ 708,802 |
Schedule of Debt Description | Financing Agreements Type of financing Amount of Financing payment terms Interest rate Interest Amount Balance as ARKO Corp. Senior Notes $ 450 million The full amount of principal is due on maturity date of November 15, 2029. Fixed rate 5.125 % $ 450,000 $ 442,889 GPM Investments, LLC PNC Line of Credit Up to $ 140 million Maturity date of December 22, 2022. LIBOR plus 1.25 % to 1.75 % 0 % to 0.5 % 0.375 % 1.36 % None 130,522 unused based on borrowing base No ne M&T Term Loan $ 35 million The principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with the remaining balance of $23.7 million due on the maturity date of June 10, 2026. LIBOR plus 3.0 % 3.13 % $ 34,028 $ 33,355 M&T Equipment Lines of Credit Up to $ 20 million Current balance is being paid in equal monthly installments of approximately $228 thousand (principal and interest) with the balance due on the maturity dates in August and September 2024. Fixed rate 3.58 % to 3.71 % $ 7,065 12,337 unused $ 6,907 Other M&T Term Loans $ 3.5 million The principal is being paid in equal monthly installments including interest of approximately $36 thousand with the remaining balance due on the maturity dates ranging from December 2023 through August 2031 . Fixed rate 3.91 % to 5.26 % $ 3,162 $ 3,130 GPMP GPMP PNC Term Loan (1) $ 32.4 million The principal of the loan will be repaid in full in one payment on the maturity date of December 22, 2022, and the interest is paid on a monthly basis. GPMP will repay the GPMP PNC Term Loan when the obligations owed under the PNC Credit Agreement are repaid in full. LIBOR plus 0.50 % 0.60 % 5.25 % $ 32,400 with fixed LIBOR rate for 30 days 16 under base rate $ 32,385 GPMP Capital One Line of Credit Up to $ 500 million The full amount of the principal is due on the maturity date of July 15, 2024. LIBOR plus 2.25 % to 3.25 % 1.25 % to 2.25 % 0.3 % to 0.50 % 3.36 % 5.50 % $ 198,300 No borrowings under the Base rate 301,000 unused $ 195,232 Total $ 713,898 (1) Until this loan is fully repaid, approximately 98 % of the outstanding principal amount of this loan is secured by investments. |
Schedule of Line of Credit Facilities | Letters of Credit Financing Facility Annual Cost as of December 31, 2021 Amount Letters of (1) PNC Line of Credit 1.5 % $ 40.0 million $ 8.0 million Capital One Credit Facility 1.5 % $ 40.0 million $ 0.7 million The letters of credit were issued in connection with certain workers’ compensation and general insurance liabilities and fuel purchases from one supplier. The letters of credit will be drawn upon only if GPM does not comply with the time schedules for the payment of associated liabilities. |
Schedule of Future Principal Payments and Amortization of Deferred Financing Costs and Debt Discount | Total scheduled future principal payments required and amortization of deferred financing costs and debt discount under these debt agreements were as follows as of December 31, 2021: Amount (in thousands) 2022 $ 40,679 2023 5,571 2024 203,247 2025 2,549 2026 25,457 Thereafter 450,579 728,082 Deferred financing costs and debt discount ( 11,073 ) Total debt $ 717,009 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Liability for Removal of Underground Storage Tanks | A reconciliation and roll forward of the liability for the removal of its underground storage tanks was as follows: 2021 2020 (in thousands) Beginning Balance as of January 1, $ 53,235 $ 37,224 Additions — 196 Acquisitions in year 3,796 15,168 Accretion expense 1,705 1,359 Adjustments ( 178 ) ( 319 ) Retirement of tanks ( 130 ) ( 393 ) Ending Balance as of December 31, (*) $ 58,428 $ 53,235 |
Schedule of Future Minimum Gallon Volume Purchase Requirements | The total future minimum gallon volume purchase requirements from fuel vendors were as follows: Gallons (in thousands) 2022 664,954 2023 529,691 2024 412,947 2025 327,638 2026 192,904 Thereafter 353,500 Total 2,481,634 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of components of lease cost recorded on the consolidated statements of operations | The components of lease cost recorded on the consolidated statements of operations were as follows: For the Year Ended December 31, 2021 2020 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 13,393 $ 12,743 Interest on lease liabilities 17,515 17,391 Operating lease costs included in store 131,106 112,541 Operating lease costs included in general and 1,652 1,404 Lease cost related to variable lease payments, 2,037 1,153 Right-of-use asset impairment charges 1,799 2,352 Total lease costs $ 167,502 $ 147,584 |
Summary of supplemental balance sheet data related to leases | Supplemental balance sheet data related to leases was as follows: As of December 31, 2021 2020 (in thousands) Operating leases Assets Right-of-use assets under operating leases $ 1,064,982 $ 961,561 Liabilities Operating leases, current portion 51,261 48,878 Operating leases 1,076,905 973,695 Total operating leases 1,128,166 1,022,573 Weighted average remaining lease term 14.1 13.4 Weighted average discount rate 7.3 % 7.7 % Financing leases Assets Right-of-use assets $ 236,963 $ 237,740 Accumulated amortization ( 44,585 ) ( 39,423 ) Right-of-use assets under financing leases, net 192,378 198,317 Liabilities Financing leases, current portion 6,383 7,834 Financing leases 229,215 226,440 Total financing leases 235,598 234,274 Weighted average remaining lease term 23.8 23.7 Weighted average discount rate 7.3 % 7.7 % |
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) 2022 $ 130,841 $ 23,388 2023 131,437 21,833 2024 132,293 20,778 2025 132,759 20,896 2026 131,829 20,522 Thereafter 1,185,934 447,743 Gross lease payments $ 1,845,093 $ 555,160 Less: imputed interest ( 716,927 ) ( 319,562 ) Total lease liabilities $ 1,128,166 $ 235,598 |
Schedule of Future Minimum Cash Payments to be Received Under Operating Subleases | As of December 31, 2021, the future minimum cash payments to be received under these operating subleases that have initial or remaining non-cancelable terms in excess of one year were as follows: Amount (in thousands) 2022 $ 19,001 2023 12,847 2024 10,525 2025 9,394 2026 8,061 Thereafter 21,668 $ 81,496 |
Environmental Liabilities (Tabl
Environmental Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Undiscounted Future Estimated Payments and Anticipated Recoveries | The undiscounted amounts of future estimated payments and anticipated recoveries from insurance policies and various state funds as of December 31, 2021 were as follows: Payments Recoveries Net (in thousands) 2022 $ 3,459 $ 1,119 $ 2,340 2023 3,938 1,722 2,216 2024 2,365 1,153 1,212 2025 728 257 471 2026 533 180 353 Thereafter 1,830 683 1,147 Total Future Payments and Recoveries $ 12,853 $ 5,114 $ 7,739 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Assets | he deferred tax assets expire as follows: Amount Expiration Date (in thousands) Domestic federal NOL $ 12,871 Indefinite life Domestic state NOL 12,997 2032 - Indefinite Domestic tax credits 5,458 2028 - 2036 Foreign NOL 33,868 Indefinite life Foreign capital loss 3,349 Indefinite life Foreign tax credits 6,512 2021 - 2026 |
Summary of Reconciliation of Uncertain Tax Positions | A reconciliation of the beginning and ending balances of uncertain tax positions included in other current liabilities on the consolidated balance sheets was as follows: 2021 2020 (in thousands) Beginning balance as of January 1, $ 600 $ — Additions for tax positions taken in prior years 931 600 Reductions of tax positions taken in prior years — — Reductions for settlements on tax positions of prior years ( 931 ) — Ending balance as of December 31, $ 600 $ 600 |
Summary of Earnings Before Income Inclusive of the Loss from Equity Investee | Earnings before income taxes were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Domestic (US) $ 73,338 $ 38,762 $ ( 39,907 ) Foreign (Israel) ( 2,277 ) ( 9,622 ) ( 1,088 ) Total $ 71,061 $ 29,140 $ ( 40,995 ) |
Summary of Income Tax Provision | The components of the income tax provision were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Current: Domestic federal $ 1,535 $ 690 $ 1,140 Domestic state and local 5,251 2,558 728 Total current 6,786 3,248 1,868 Deferred: Domestic federal 7,550 ( 3,399 ) 4,311 Domestic state and local ( 2,702 ) ( 1,348 ) ( 12 ) Total deferred 4,848 ( 4,747 ) 4,299 Total income tax expense (benefit) $ 11,634 $ ( 1,499 ) $ 6,167 |
Summary of Reconciliation of Significant Differences in Income Tax Expense | The reconciliation of significant differences between income tax expense applying the US statutory rate and the actual income tax expense (benefit) at the effective rate were as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Income tax expense (benefit) at the statutory rate $ 14,923 21.0 % $ 6,119 21.0 % $ ( 8,609 ) 21.0 % Increases (decreases): Non-controlling interest in partnership ( 48 ) ( 0.1 )% ( 3,412 ) ( 11.7 )% ( 179 ) 0.4 % State income taxes, net of federal income tax benefit 3,444 4.8 % 2,188 7.5 % ( 512 ) 1.2 % International rate differential ( 425 ) ( 0.6 )% 262 0.9 % 1,140 ( 2.8 )% Non-deductible expenses 1,941 2.7 % 470 1.6 % 354 ( 0.9 )% Investment in partnership — 0.0 % 850 2.9 % — 0.0 % Valuation allowance ( 3,892 ) ( 5.5 )% ( 7,550 ) ( 25.9 )% 16,109 ( 39.3 )% Credits ( 1,880 ) ( 2.6 )% ( 1,066 ) ( 3.7 )% ( 2,601 ) 6.3 % Other rate differentials ( 2,429 ) ( 3.4 )% 640 2.3 % 465 ( 1.1 )% Total $ 11,634 16.3 % $ ( 1,499 ) ( 5.1 )% $ 6,167 ( 15.2 )% |
Summary of Significant Components of Deferred Income Tax Assets and Liabilities | Significant components of deferred income tax assets and liabilities consisted of the following: As of December 31, 2021 2020 (in thousands) Deferred tax assets: Asset retirement obligation $ 1,616 $ 1,526 Inventory 221 302 Lease obligations 72,944 72,308 Accrued expenses 213 226 Deferred income 1,024 1,304 Environmental liabilities 168 171 Transaction costs 2,273 2,478 Investment in partnership 33,332 29,046 Share-based compensation 224 — Net operating loss carryforwards 11,922 16,629 Credits 11,971 14,686 Other 1,169 1,728 Total deferred tax assets 137,077 140,404 Valuation allowance ( 13,416 ) ( 17,841 ) Total deferred tax assets, net 123,661 122,563 Deferred tax liabilities: Property and equipment ( 10,540 ) ( 10,075 ) Intangible assets ( 1,214 ) ( 1,304 ) Right-of-use assets ( 66,097 ) ( 67,261 ) Prepaid expenses ( 580 ) ( 709 ) Translation adjustments ( 2,097 ) ( 2,097 ) Other ( 4,632 ) ( 3,278 ) Total deferred tax liabilities ( 85,160 ) ( 84,724 ) Net deferred tax asset $ 38,501 $ 37,839 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options and Restricted Stock Units Activity | The following table summarizes share activity related to stock options and restricted stock units: Stock Options Restricted Stock Units (in thousands) Options Outstanding/Nonvested RSUs, January 1, 2021 — — Granted 126 1,600 Options Exercised/RSUs released — ( 90 ) Forfeited — ( 10 ) Performance-based share adjustment — 106 Options Outstanding/Nonvested RSUs, December 31, 2021 126 1,606 |
Summary of Stock Option Granted | The following table summarizes the stock options granted in 2021: Weighted average fair value $ 3.73 Weighted average exercise price $ 10.00 Remaining average contractual term (years) 9.2 |
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 2021: Expected dividend rate 0.0 % Expected stock price volatility 28.8 % Risk-free interest rate 1.6 % Expected term of options (years) 10.0 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Balances outstanding with related parties as of December 31, 2021 and 2020 were as follows: As of December 31, 2021 2020 (in thousands) Current assets: Due from equity investment $ 126 $ 122 Loan to equity investment 1,008 951 Due from related parties 1,535 600 Current liabilities: Due to KMG Realty LLC — ( 640 ) Due to related parties ( 258 ) ( 144 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Year Ended December 31, 2021 2020 2019 (in thousands) Net income (loss) available to common stockholders $ 53,463 $ 10,433 $ ( 43,539 ) Change in fair value of Ares Put Option ( 927 ) — — Net income (loss) available to common stockholders after $ 52,536 $ 10,433 $ ( 43,539 ) Weighted average common shares outstanding — Basic (*) 124,412 71,074 66,701 Effect of dilutive securities: Restricted share units 259 — — Ares Put Option 766 — — Weighted average common shares outstanding — Diluted 125,437 71,074 66,701 Net income (loss) per share available to $ 0.43 $ 0.15 $ ( 0.65 ) Net income (loss) per share available to $ 0.42 $ 0.15 $ ( 0.65 ) (*) adjusted to reflect the right offering completed in 2020, as detailed in Note 17 above. |
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 earnings per share because their effect would be antidilutive: As of December 31, 2021 2020 2019 (in thousands) Ares Warrants 1,100 1,100 — Public and private warrants 17,333 17,333 — Ares Put Option — * — Series A redeemable preferred stock 8,333 8,333 — Stock options 126 — — Restricted share units — — 184 Convertible bonds (par value) — — 86 (*) Refer to description of this instrument in Note 11 above. |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Ares Put Option [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques | The Ares Put Option has been recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs: As of December 31, 2021 2020 Expected term (in years) 1.2 2.2 Volatility 30.1 % 35.6 % Risk-free interest rate 0.4 % 0.1 % Strike price $ 12.935 $ 12.935 |
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: As of December 31, 2021 2020 Expected term (in years) 4.0 5.0 Volatility 36.3 % 30.1 % Risk-free interest rate 1.1 % 0.4 % Strike price $ 11.50 $ 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: As of December 31, 2021 2020 Expected term (in years) 5.4 6.4 Volatility 35.9 % 37.4 % Risk-free interest rate 1.3 % 0.6 % Stock price $ 8.77 $ 9.00 |
Segment Reporting (Table)
Segment Reporting (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | The effect of these inter-segment transactions was eliminated in the consolidated financial statements. Year Ended December 31, 2021 Retail Wholesale GPMP All Other Total (in thousands) Revenues Fuel revenue $ 3,048,893 $ 2,659,706 $ 5,734 $ — $ 5,714,333 Merchandise revenue 1,616,404 — — — 1,616,404 Other revenues, net 63,271 22,298 1,092 — 86,661 Total revenues from external customers 4,728,568 2,682,004 6,826 — 7,417,398 Inter-segment — — 4,384,227 1,264 4,385,491 Total revenues from reportable segments 4,728,568 2,682,004 4,391,053 1,264 11,802,889 Operating income 240,233 21,998 91,619 1,264 355,114 Interest and financial expenses, net ( 14,363 ) — ( 14,363 ) Income tax expense ( 221 ) ( 221 ) Income from equity investment 186 186 Net income from reportable segments $ 340,716 Year Ended December 31, 2020 Retail Wholesale GPMP All Other Total (in thousands) Revenues Fuel revenue $ 1,940,303 $ 508,175 $ 3,923 $ — $ 2,452,401 Merchandise revenue 1,494,342 — — — 1,494,342 Other revenues, net 53,424 9,335 897 — 63,656 Total revenues from external customers 3,488,069 517,510 4,820 — 4,010,399 Inter-segment — — 1,706,233 3,041 1,709,274 Total revenues from reportable segments 3,488,069 517,510 1,711,053 3,041 5,719,673 Operating income 200,000 3,523 47,036 3,041 253,600 Interest and financial expenses, net ( 6,277 ) ( 1,817 ) ( 8,094 ) Income tax expense ( 303 ) ( 303 ) Loss from equity investment ( 1,269 ) ( 1,269 ) Net income from reportable segments $ 243,934 Year Ended December 31, 2019 Retail Wholesale GPMP All Other Total (in thousands) Revenues Fuel revenue $ 2,537,455 $ 159,597 $ 6,388 $ — $ 2,703,440 Merchandise revenue 1,375,438 — — — 1,375,438 Other revenues, net 43,882 5,264 784 — 49,930 Total revenues from external customers 3,956,775 164,861 7,172 — 4,128,808 Inter-segment — — 2,042,714 6,394 2,049,108 Total revenues from reportable segments 3,956,775 164,861 2,049,886 6,394 6,177,916 Operating income 90,454 52 43,500 6,394 140,400 Interest and other financial expenses, net ( 2,484 ) ( 677 ) ( 3,161 ) Income tax expense ( 1,038 ) ( 1,038 ) Loss from equity investment ( 507 ) ( 507 ) Net income from reportable segments $ 135,694 |
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 consolidated statements of operations was as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Total revenues from reportable segments $ 11,802,889 $ 5,719,673 $ 6,177,916 Other revenues, net — ( 167 ) ( 118 ) Elimination of inter-segment revenues ( 4,385,491 ) ( 1,709,274 ) ( 2,049,108 ) Total revenues $ 7,417,398 $ 4,010,232 $ 4,128,690 |
Schedule of Reconciliation of Net Income from Reportable Segments to Net (Loss) Income | A reconciliation of net income from reportable segments to net income (loss) on the consolidated statements of operations was as follows: For the Year Ended December 31, 2021 2020 2019 (in thousands) Net income from reportable segments $ 340,716 $ 243,934 $ 135,694 Amounts not allocated to segments: Other revenues, net — ( 167 ) ( 118 ) Store operating expenses 3,287 ( 2,380 ) ( 4,116 ) General and administrative expenses ( 121,697 ) ( 91,447 ) ( 66,743 ) Depreciation and amortization ( 89,822 ) ( 67,023 ) ( 58,031 ) Other expenses, net ( 3,536 ) ( 9,228 ) ( 3,674 ) Interest and other financial expenses, net ( 58,108 ) ( 44,852 ) ( 45,045 ) Income tax (expense) benefit ( 11,413 ) 1,802 ( 5,129 ) Net income (loss) $ 59,427 $ 30,639 $ ( 47,162 ) |
Revisions of Previously Issue_2
Revisions of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The consolidated balance sheet as of December 31, 2020 included as comparative figures within these consolidated financial statements was revised as follows: As of December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Balance Sheet Data: (in thousands) Other non-current liabilities $ 70,166 $ 26,455 $ 96,621 Total liabilities 2,421,934 26,455 2,448,389 Additional paid-in capital 239,081 ( 26,978 ) 212,103 Accumulated deficit ( 30,176 ) 523 ( 29,653 ) Total equity 217,875 ( 26,455 ) 191,420 The consolidated statement of operations and comprehensive income for the year ended December 31, 2020 included as comparative figures within these consolidated financial statements was revised as follows: For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Statement of Operations Data: (in thousands) Fuel revenue $ 2,352,884 $ 99,517 $ 2,452,401 Total revenues 3,910,715 99,517 4,010,232 Fuel costs 2,031,899 99,517 2,131,416 Total operating expenses 3,821,173 99,517 3,920,690 Interest and other financial income 1,245 523 1,768 Income before income taxes 29,886 523 30,409 Net income 30,116 523 30,639 Net income per share attributable to common shareholders - basic $ 0.14 $ 0.01 $ 0.15 Net income per share attributable to common shareholders - diluted 0.14 0.01 0.15 For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Statement of Comprehensive Income Data: (in thousands) Net income $ 30,116 $ 523 $ 30,639 Comprehensive income 34,791 523 35,314 The consolidated statement of cash flows for the year ended December 31, 2020 included as comparative figures within these consolidated financial statements was revised as follows: For the year ended December 31, 2020 As Previously Reported Adjustment As Revised Selected Consolidated Statement of Cash Flow Data: (in thousands) Net income $ 30,116 $ 523 $ 30,639 Fair value adjustment of financial assets and liabilities ( 491 ) ( 523 ) ( 1,014 ) |
Store Operating Expenses (Table
Store Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Expenses [Abstract] | |
Summary of Store Operating Expenses | Store operating expenses consisted of the following: For the Year Ended December 31, 2021 2020 2019 (in thousands) Salaries and wages $ 242,692 $ 217,121 $ 206,946 Rent 133,143 113,694 100,856 Credit card fees 83,757 57,644 61,079 Utilities, upkeep, and taxes 57,497 51,811 48,499 Repairs and maintenance 37,345 28,469 28,311 Insurance 20,537 18,956 17,549 Other store operating expenses 55,547 44,727 43,284 Total store operating expenses $ 630,518 $ 532,422 $ 506,524 |
General and Administrative Ex_2
General and Administrative Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General And Administrative Expense [Abstract] | |
Schedule of General and Administrative Expenses | General and administrative expenses consisted of the following: For the Year Ended December 31, 2021 2020 2019 (in thousands) Salaries and wages $ 82,181 $ 64,246 $ 40,515 Legal, audit, professional and management fees 8,264 7,251 4,678 Rent 1,652 1,404 1,259 Insurance 11,969 6,247 5,598 Other general and administrative expenses 20,601 15,276 17,261 Total general and administrative expenses $ 124,667 $ 94,424 $ 69,311 |
General - Additional Informatio
General - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)SitesStates$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Business And Basis Of Presentation [Line Items] | ||
Number of self operated sites | Sites | 1,406 | |
Number of Sites Operated By External Operators (dealers) | Sites | 1,628 | |
Number of states | States | 33 | |
Common stock par value | $ 0.0001 | $ 0.0001 |
Exercise price | $ 0.01 | |
Common stock shares outstanding | shares | 124,428,000 | 124,132,000 |
Goodwill or intangible assets | $ | $ 0 | |
Arko Holdings [Member] | ||
Business And Basis Of Presentation [Line Items] | ||
Common stock shares outstanding | shares | 65,208,698 | |
GPM and Haymaker [Member] | ||
Business And Basis Of Presentation [Line Items] | ||
Minority interest ownership percentage | 67.99% | |
Minority Interest Ownership Percentage By Parent | 67.99% | |
Ownership [Member] | GPM Petroleum L P [Member] | ||
Business And Basis Of Presentation [Line Items] | ||
Minority interest ownership percentage | 99.80% | |
Minority Interest Ownership Percentage By Parent | 99.80% | |
Public Warrants [Member] | ||
Business And Basis Of Presentation [Line Items] | ||
Exercise price | $ 18 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 31, 2014 | |
Schedule Of Accounting Policies [Line Items] | ||||||
Cash equivalents | $ 700,000 | $ 102,400,000 | ||||
Cash and cash equivalents | 252,141,000 | 293,666,000 | $ 32,117,000 | $ 29,891,000 | ||
Restricted cash | 20,402,000 | 16,529,000 | 14,423,000 | $ 13,749,000 | ||
Investments | $ 31,800,000 | 31,800,000 | ||||
Description of trade receivables, period | Balances due in respect of credit cards processed through the Company’s fuel suppliers and other providers are collected within two to three days depending upon the day of the week of the purchase and time of day of the purchase. Receivables from independent dealers and customer credit accounts are typically due within two to 10 days and are stated as amounts due. | |||||
Description of balance of investments | investments at December 31, 2021 and 2020 secured 98% of the outstanding principal amount of the GPMP PNC Term Loan as defined and described in Note 12 below, and will secure this balance until the loan is fully repaid. As a result, this amount was classified as a current asset at December 31, 2021 and a non-current asset at December 30, 2020. | |||||
Receivable Write Offs | $ 0 | 0 | 0 | |||
Impairment losses related to property and equipment and right-of-use assets | 3,200,000 | 4,700,000 | 5,100,000 | |||
Impairment recognized for long-lived intangible assets | 0 | 0 | 0 | |||
Impairment for goodwill | $ 0 | 0 | 0 | |||
Capitalized Contract Cost, Amortization Period | 1 year | |||||
Excise and Sales Taxes | $ 1,004,800,000 | 584,600,000 | 500,100,000 | |||
Advertising costs, net of co-op advertising reimbursement | $ 4,400,000 | 3,800,000 | 4,000,000 | |||
Percentage of realization settlement related to Uncertain tax positions | 50.00% | |||||
Contribution percentage of retirement plan for employees | 75.00% | |||||
Defined contribution plan, expense for matching contributions | $ 1,400,000 | 200,000 | $ 200,000 | |||
Other Current Liabilities | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Contract liability for customer loyalty program | 1,500,000 | 1,200,000 | ||||
Ligad Investments And Construction Ltd | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Owned equity rights | 50.00% | |||||
Related Party Transaction, Due from (to) Related Party | $ 1,000,000 | |||||
Bearing interest rate | 1.00% | |||||
Debt instrument, payable date | Dec. 31, 2022 | |||||
Consideration of fixed lease payment | $ 400,000 | |||||
Amount related to sale of properties to third party | $ 8,500,000 | |||||
Option agreement, exercisable date | Sep. 30, 2022 | |||||
Lease agreement period related to properties | 3 years | |||||
New Israeli Shekels | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 700,000 | 35,500,000 | ||||
Restricted cash | $ 2,800,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building And Leasehold Improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 15 years |
Building And Leasehold Improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 40 years |
Signs [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Signs [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 15 years |
Primarily Office Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Primarily Office Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computers Software and Licenses [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computers Software and Licenses [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Motor Vehicles [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 7 years |
Fuel Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Fuel Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 30 years |
Equipment In Convenience Stores [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 5 years |
Equipment In Convenience Stores [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | 15 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Indefinite-Lived Intangible Assets, Amortization Method | Indefinite life |
Trade Names | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 5 years |
Wholesale Fuel Supply Contracts | Minimum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 9 years |
Wholesale Fuel Supply Contracts | Maximum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 14 years |
Option To Acquire Ownership Rights | Minimum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 6 years |
Option To Acquire Ownership Rights | Maximum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 15 years |
Option To Develop Stores | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 5 years |
Liquor licenses | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Indefinite-Lived Intangible Assets, Amortization Method | Indefinite life |
Franchise Rights | Minimum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 9 years |
Franchise Rights | Maximum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 20 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule Of Purchases From Suppliers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fuel Products | Supplier A | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | $ 776,314 | $ 312,231 | $ 420,805 |
Fuel Products | Supplier B | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | 638,928 | 256,606 | 401,657 |
Merchandise Products | Supplier C | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | $ 645,257 | $ 653,994 | $ 610,685 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Lease Term and Useful Life of Assets (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Weighted average useful life | 23 years 9 months 18 days | 23 years 8 months 12 days |
Leasehold Improvements Buildings And Real Estate [Member] | ||
Property Plant And Equipment [Line Items] | ||
Finance Lease ROU Weighted Average Depreciation Period | 28 years | |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Finance Lease ROU Weighted Average Depreciation Period | 6 years |
Limited Partnership - Additiona
Limited Partnership - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Payment To Purchase Of Units | $ 3 | ||
Total Consideration | $ 98 | ||
GPMP Supply Agreement [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Fuel supply agreement period | 10 years | ||
Ownership [Member] | GPMP Supply Agreement [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Minority Interest Ownership Percentage By Parent | 99.80% | 99.70% | |
Limited partnership interests owned by third parties | 19.30% | ||
Limited partnership interests | 0.29% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Nov. 09, 2021USD ($)StoresAndGasStation | Nov. 09, 2021USD ($)StoresAndGasStation | May 18, 2021USD ($)StoresAndGasStation | May 18, 2021USD ($)StoresAndGasStation | Oct. 06, 2020USD ($)GasStationStoresAndGasStation | Oct. 05, 2020USD ($) | Dec. 03, 2019USD ($)PurchasedSite | Oct. 06, 2019USD ($) | Apr. 02, 2019USD ($)StoresAndGasStation | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 31, 2021 | Oct. 16, 2019 |
Business Acquisition [Line Items] | |||||||||||||||
Right-of-use assets under operating leases | $ 1,064,982,000 | $ 961,561,000 | |||||||||||||
Operating leases, current portion | 51,261,000 | 48,878,000 | |||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | 197,648,000 | 173,937,000 | $ 133,952,000 | ||||||||||||
gain on bargain purchase | 0 | 0 | 406,000 | ||||||||||||
Property and equipment | 548,969,000 | 491,513,000 | |||||||||||||
Oak Street [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Lease agreements period | 20 years | ||||||||||||||
Express Stop | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of sites leased | StoresAndGasStation | 60 | 60 | |||||||||||||
Acquisition related cost | $ 87,000,000 | ||||||||||||||
Financial liability | 44,200,000 | ||||||||||||||
Operating leases, current portion | 30,000,000 | ||||||||||||||
Other Payments to Acquire Businesses | 15,900,000 | ||||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | $ 7,556,000 | $ 7,556,000 | |||||||||||||
Goodwill recognized for tax deductible for US income tax purpose | 0 | ||||||||||||||
Acquisition related cost recognized as other (income) expenses | 2,500,000 | ||||||||||||||
Revenue through closing date of acquisition till period end date | 130,000,000 | ||||||||||||||
Net income through acquisition date till period end date | $ 2,000,000 | ||||||||||||||
Date of acquisition agreement | May 18, 2021 | ||||||||||||||
Consideration paid in cash by the company | 16,191,000 | ||||||||||||||
Consideration paid in cash | 94,687,000 | 0 | 0 | ||||||||||||
Property and equipment | $ 76,550,000 | 76,550,000 | |||||||||||||
Trade names | 2,740,000 | 2,740,000 | |||||||||||||
Deferred tax asset | $ 2,435,000 | $ 2,435,000 | |||||||||||||
Number of real estate | StoresAndGasStation | 60 | 60 | |||||||||||||
Express Stop | Trade Names | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life of assets acquired | 5 years | ||||||||||||||
Handy Mart Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of sites leased | StoresAndGasStation | 36 | 36 | |||||||||||||
Business combination value of inventory and cash | $ 12,000,000 | ||||||||||||||
The amount of inventory and cash in the stores recognized as of the closing date of the acquisition date | 12,000,000 | ||||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | $ 0 | $ 0 | |||||||||||||
Business Combination Acquisition Related Costs | 600,000 | ||||||||||||||
Revenue through closing date of acquisition till period end date | 32,700,000 | ||||||||||||||
Net income through acquisition date till period end date | 900 | ||||||||||||||
Date of acquisition agreement | Nov. 9, 2021 | ||||||||||||||
Consideration paid in cash by the company | 17,541,000 | ||||||||||||||
Consideration paid in cash | 110,743,000 | 0 | 0 | ||||||||||||
Property and equipment | $ 105,838,000 | 105,838,000 | |||||||||||||
Trade names | $ 1,290,000 | $ 1,290,000 | |||||||||||||
Acquisition-related costs | 600,000 | ||||||||||||||
Business Combination Consideration Paid By Others | $ 6,700,000 | $ 93,200,000 | |||||||||||||
Number of real estate | StoresAndGasStation | 36 | 36 | |||||||||||||
Handy Mart Acquisition | Trade Names | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life of assets acquired | 5 years | ||||||||||||||
handy mart 1 [member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration paid in cash | $ 112,000,000 | ||||||||||||||
Empire Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of gas stations | GasStation | 1,453 | ||||||||||||||
Number of sites leased | StoresAndGasStation | 84 | ||||||||||||||
Consideration paid | $ 351,000,000 | ||||||||||||||
Paid for cash and inventory in stores | $ 10,600,000 | ||||||||||||||
Frequency of consideration payment | each of the first five anniversaries of the Closing Date | ||||||||||||||
Annual consideration payment | $ 4,000,000 | ||||||||||||||
Additional consideration | 20,000,000 | ||||||||||||||
Contigent consideration | $ 45,000,000 | ||||||||||||||
Earnout period | 5 years | ||||||||||||||
Option to purchase asset period | 5 years | ||||||||||||||
Consideration liability incurred | $ 350,000,000 | ||||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | 56,140,000 | ||||||||||||||
Business Combination Acquisition Related Costs | $ 300,000 | 4,200,000 | 1,500,000 | ||||||||||||
Net income through acquisition date till period end date | 7,700,000 | ||||||||||||||
GPMP Capital One Line of Credit | 350,000,000 | ||||||||||||||
Consideration paid in cash by the company | 361,790,000 | ||||||||||||||
Consideration paid in cash | 386,555,000 | 2,100,000 | |||||||||||||
Property and equipment | 109,317,000 | ||||||||||||||
Trade names | 2,800,000 | ||||||||||||||
Deferred tax asset | 11,459,000 | ||||||||||||||
Acquisition-related costs | 300,000 | 4,200,000 | 1,500,000 | ||||||||||||
Goodwill, period increase (decrease) | 16,200,000 | ||||||||||||||
Depreciation and amortization expenses | 2,300,000 | 800,000 | |||||||||||||
Revenue from acquisition | 477,300,000 | ||||||||||||||
Number of real estate | StoresAndGasStation | 84 | ||||||||||||||
Business Combination Consideration Transferred Liabilities Incurred | $ 350,000,000 | ||||||||||||||
Empire Acquisition | GPMP Segment [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | $ 56,100,000 | ||||||||||||||
Empire Acquisition | Wholesale Fuel Supply Contracts | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Weighted average discount rate | 13.00% | ||||||||||||||
Weighted average useful life | 12 years | ||||||||||||||
Empire Acquisition | Capital One Line of Credit [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration liability incurred | $ 350,000,000 | ||||||||||||||
GPMP Capital One Line of Credit | 350,000,000 | ||||||||||||||
Business Combination Consideration Transferred Liabilities Incurred | 350,000,000 | ||||||||||||||
Empire Acquisition | Delayed Term Loan A [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition related cost | 60,000,000 | ||||||||||||||
Consideration liability incurred | 63,000,000 | ||||||||||||||
GPMP Capital One Line of Credit | 63,000,000 | ||||||||||||||
Business Combination Consideration Transferred Liabilities Incurred | $ 63,000,000 | ||||||||||||||
Riiser Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of sites leased | PurchasedSite | 64 | ||||||||||||||
Consideration liability incurred | $ 14,600,000 | 14,600,000 | |||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | 29,921,000 | 29,900,000 | |||||||||||||
Goodwill recognized for tax deductible for US income tax purpose | 0 | ||||||||||||||
Business Combination Acquisition Related Costs | 500,000 | 900,000 | |||||||||||||
Revenue through closing date of acquisition till period end date | 15,200,000 | ||||||||||||||
Payments of annual rent | 7,600,000 | ||||||||||||||
Cash consideration | 27,800,000 | ||||||||||||||
Cash payment | 13,200,000 | ||||||||||||||
Payment for cash and inventory | 6,800,000 | ||||||||||||||
GPMP Capital One Line of Credit | 14,600,000 | 14,600,000 | |||||||||||||
Cash payment | 320,000 | ||||||||||||||
Consideration paid in cash by the company | 27,786,000 | ||||||||||||||
Consideration paid in cash | 39,911,000 | 0 | |||||||||||||
Property and equipment | 15,345,000 | ||||||||||||||
Trade names | 1,000,000 | ||||||||||||||
Deferred tax asset | $ 3,324,000 | ||||||||||||||
Acquisition-related costs | 500,000 | 900,000 | |||||||||||||
Number of real estate | PurchasedSite | 64 | ||||||||||||||
Business Combination Consideration Transferred Liabilities Incurred | $ 14,600,000 | $ 14,600,000 | |||||||||||||
Riiser Acquisition | Trade Names | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life of assets acquired | 5 years | ||||||||||||||
Riiser Acquisition | Riiser Seller [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash payment | $ 15,100,000 | ||||||||||||||
Purchase obligation | $ 3,400,000 | ||||||||||||||
Town Star Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of sites leased | StoresAndGasStation | 18 | ||||||||||||||
Consideration liability incurred | $ 4,100,000 | ||||||||||||||
Goodwill recorded on the Cash and Sons Acquisition | $ 300,000 | ||||||||||||||
Business Combination Acquisition Related Costs | 0 | 0 | 2,000,000 | ||||||||||||
Revenue through closing date of acquisition till period end date | 46,100,000 | ||||||||||||||
Net income through acquisition date till period end date | 700,000 | ||||||||||||||
Date of acquisition agreement | Apr. 2, 2019 | ||||||||||||||
GPMP Capital One Line of Credit | $ 4,100,000 | ||||||||||||||
Consideration paid in cash by the company | $ 1,200,000 | ||||||||||||||
Fuel supply agreement term | 10 years | ||||||||||||||
Useful life of options to acquire ownership rights | 10 years | ||||||||||||||
gain on bargain purchase | $ 400,000 | ||||||||||||||
Fair value of the assets acquired and liabilities recognized | 3,300,000 | ||||||||||||||
Consideration paid in cash | $ 2,900,000 | ||||||||||||||
Acquisition-related costs | 0 | $ 0 | $ 2,000,000 | ||||||||||||
Number of real estate | StoresAndGasStation | 18 | ||||||||||||||
Business Combination Consideration Transferred Liabilities Incurred | $ 4,100,000 | ||||||||||||||
Cash And Sons Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Number of sites leased | GasStation | 5 | ||||||||||||||
Date of acquisition agreement | Oct. 16, 2019 | ||||||||||||||
Payment for cash and inventory | $ 500,000 | ||||||||||||||
Consideration paid in cash by the company | $ 3,000,000 | ||||||||||||||
Lease term | As part of the purchase agreement, GPM leases the stores under a master lease from the seller for 15 years, with six additional five year options | ||||||||||||||
Number of real estate | GasStation | 5 | ||||||||||||||
Cash And Sons Acquisition | Seven Sites | Minimum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Lease agreements period | 15 years | ||||||||||||||
Ownership [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition related cost | 78,000,000 | ||||||||||||||
Ownership [Member] | Empire Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Property and equipment | 16,300,000 | ||||||||||||||
Deferred tax asset | $ 3,100,000 |
Acquisitions - Summary of Detai
Acquisitions - Summary of Details of Business Combination (Details) - USD ($) $ in Thousands | Nov. 09, 2021 | May 18, 2021 | Oct. 05, 2020 | Dec. 03, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Right-of-use assets under operating leases | $ 1,064,982 | $ 961,561 | |||||
Bargain gain recorded on the Town Star Acquisition | 0 | 0 | $ 406 | ||||
Goodwill | 197,648 | 173,937 | 133,952 | ||||
Goodwill recorded on the Cash and Sons Acquisition | 197,648 | 173,937 | 133,952 | ||||
Net cash outflow | 203,070 | 363,988 | 33,587 | ||||
Express Stop | |||||||
Business Acquisition [Line Items] | |||||||
Consideration provided by the Real Estate Funds | $ 78,496 | ||||||
Total consideration | 94,687 | 0 | 0 | ||||
Cash and cash equivalents | 258 | ||||||
Inventory | 7,507 | ||||||
Other assets | 326 | ||||||
Property and equipment | 76,550 | ||||||
Option to acquire ownership rights | 2,740 | ||||||
Trade names | 2,740 | ||||||
Environmental receivables | 46 | ||||||
Deferred tax asset | 2,435 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,740 | ||||||
Total assets | 89,862 | ||||||
Other current liabilities | (213) | ||||||
Environmental liabilities | (70) | ||||||
Asset retirement obligations | (2,448) | ||||||
Total liabilities | 2,731 | ||||||
Total identifiable net assets | 87,131 | ||||||
Goodwill | 7,556 | ||||||
Goodwill recorded on the Cash and Sons Acquisition | 7,556 | ||||||
Consideration paid in cash by the company | 16,191 | ||||||
Less: cash and cash equivalent balances acquired | (258) | ||||||
Net cash outflow | $ 94,429 | ||||||
Handy Mart Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Consideration provided by Oak Street | $ 93,202 | ||||||
Total consideration | 110,743 | $ 0 | $ 0 | ||||
Cash and cash equivalents | 50 | ||||||
Inventory | 4,914 | ||||||
Other assets | 464 | ||||||
Property and equipment | 105,838 | ||||||
Option to acquire ownership rights | 1,290 | ||||||
Trade names | 1,290 | ||||||
Right-of-use assets under operating leases | 12,047 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,290 | ||||||
Total assets | 124,603 | ||||||
Right-of-use assets under operating leases | 12,047 | ||||||
Other current liabilities | (425) | ||||||
Environmental liabilities | (40) | ||||||
Asset retirement obligations | (1,348) | ||||||
Total liabilities | 13,860 | ||||||
Operating leases, current portion | 12,047 | ||||||
Total identifiable net assets | 110,743 | ||||||
Goodwill | 0 | ||||||
Goodwill recorded on the Cash and Sons Acquisition | 0 | ||||||
Consideration paid in cash by the company | 17,541 | ||||||
Less: cash and cash equivalent balances acquired | (50) | ||||||
Net cash outflow | $ 110,693 | ||||||
Empire Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 11,790 | ||||||
GPMP Capital One Line of Credit | 350,000 | ||||||
Liability resulting from Additional Consideration | 17,560 | ||||||
Liability resulting from Contingent Consideration | 7,205 | ||||||
Total consideration | 386,555 | 2,100 | |||||
Cash and cash equivalents | 174 | ||||||
Inventory | 12,464 | ||||||
Other assets | 4,898 | ||||||
Property and equipment | 109,317 | ||||||
Wholesale fuel supply contracts | 194,000 | ||||||
Option to acquire ownership rights | 8,446 | ||||||
Option to acquire ownership rights | 2,800 | ||||||
Trade names | 2,800 | ||||||
Right-of-use assets under operating leases | 210,352 | ||||||
Right-of-use assets under financing leases | 15,120 | ||||||
Environmental receivables | 491 | ||||||
Deferred tax asset | 11,459 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 2,800 | ||||||
Total assets | 567,471 | ||||||
Other intangible assets | 750 | ||||||
Right-of-use assets under operating leases | 210,352 | ||||||
Other current liabilities | (4,753) | ||||||
Environmental liabilities | (1,278) | ||||||
Operating leases | (202,500) | ||||||
Financing leases | (13,357) | ||||||
Total liabilities | 237,056 | ||||||
Asset retirement obligations | (15,168) | ||||||
Total identifiable net assets | 330,415 | ||||||
Goodwill | 56,140 | ||||||
Goodwill recorded on the Cash and Sons Acquisition | 56,140 | ||||||
Consideration paid in cash by the company | 361,790 | ||||||
Less: cash and cash equivalent balances acquired | (174) | ||||||
Net cash outflow | $ 361,616 | ||||||
Riiser Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 13,186 | ||||||
Non-controlling interest in GPMP | 13,893 | ||||||
GPMP Capital One Line of Credit | 14,600 | 14,600 | |||||
Payable to Riiser Seller | 320 | ||||||
Less: asset resulting from contingent consideration | (2,088) | ||||||
Total consideration | 39,911 | 0 | |||||
Cash and cash equivalents | 489 | ||||||
Inventory | 6,973 | ||||||
Other assets | 934 | ||||||
Property and equipment | 15,345 | ||||||
Option to acquire ownership rights | 1,000 | ||||||
Trade names | 1,000 | ||||||
Right-of-use assets under operating leases | 75,171 | ||||||
Deferred tax asset | 3,324 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,000 | ||||||
Total assets | 103,236 | ||||||
Right-of-use assets under operating leases | 75,171 | ||||||
Other current liabilities | (1,409) | ||||||
Environmental liabilities | (153) | ||||||
Asset retirement obligations | (4,226) | ||||||
Operating leases | (87,458) | ||||||
Total liabilities | 93,246 | ||||||
Total identifiable net assets | 9,990 | ||||||
Goodwill | 29,921 | 29,900 | |||||
Goodwill recorded on the Cash and Sons Acquisition | 29,921 | 29,900 | |||||
Consideration paid in cash by the company | 27,786 | ||||||
Less: cash and cash equivalent balances acquired | (489) | ||||||
Net cash outflow | $ 27,297 | ||||||
2019 Business Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 867 | ||||||
GPMP Capital One Line of Credit | 5,500 | ||||||
Total consideration | 6,367 | ||||||
Cash and cash equivalents | 77 | ||||||
Inventory | 1,623 | ||||||
Other assets | 118 | ||||||
Property and equipment | 3,910 | ||||||
Option to acquire ownership rights | 1,315 | ||||||
Trade names | 1,315 | ||||||
Right-of-use assets under operating leases | 20,189 | ||||||
Environmental receivables | 18 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,315 | ||||||
Total assets | 27,250 | ||||||
Right-of-use assets under operating leases | 20,189 | ||||||
Other current liabilities | (223) | ||||||
Environmental liabilities | (431) | ||||||
Operating leases | (19,291) | ||||||
Deferred tax liabilities | (29) | ||||||
Total liabilities | 20,742 | ||||||
Asset retirement obligations | (768) | ||||||
Total identifiable net assets | 6,508 | ||||||
Bargain gain recorded on the Town Star Acquisition | 406 | ||||||
Goodwill | 265 | ||||||
Goodwill recorded on the Cash and Sons Acquisition | 265 | ||||||
Consideration paid in cash | 6,367 | ||||||
Less: cash and cash equivalent balances acquired | (77) | ||||||
Net cash outflow | $ 6,290 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Total revenues | $ 7,417,398 | $ 4,010,232 | $ 4,128,690 |
total revenue | 7,698,401 | 5,939,151 | 7,570,278 |
Net income (loss) | 59,198 | 13,710 | (43,539) |
Net income (Loss) | $ 65,571 | $ 52,130 | $ (45,227) |
Trade Receivables - Schedule of
Trade Receivables - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable Net [Abstract] | ||
Credit card receivables | $ 30,113 | $ 23,593 |
Independent dealers and customer credit accounts receivables, net | 32,229 | 23,347 |
Total trade receivables, net | $ 62,342 | $ 46,940 |
Trade Receivables - Additional
Trade Receivables - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Uncollectible dealer and customer credit accounts receivables | $ 1.1 | $ 0.6 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Inventory | $ 197,836 | $ 163,686 |
Fuel Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | 63,102 | 38,125 |
Merchandise Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | 126,147 | 118,285 |
Lottery Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 8,587 | $ 7,276 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Assets [Abstract] | ||
Vendor receivables | $ 48,833 | $ 42,210 |
Asset resulting from contingent consideration | 3,375 | 3,375 |
Prepaid expenses | 13,116 | 11,152 |
Environmental receivables | 1,119 | 1,238 |
Income tax receivable | 3,340 | 803 |
Due from related parties | 2,669 | 1,673 |
Other current assets | 19,643 | 26,904 |
Total other current assets | $ 92,095 | $ 87,355 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Land | $ 104,492 | $ 92,283 |
Buildings and leasehold improvements | 219,052 | 183,075 |
Equipment | 508,000 | 441,084 |
Accumulated depreciation | (282,575) | (224,929) |
Total property and equipment, net | $ 548,969 | $ 491,513 |
Property and Equipment (Additio
Property and Equipment (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 60,200 | $ 49,500 | $ 40,400 | |
Real estate investments, Other | $ 9,000 | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 59,427 | $ 30,639 | $ (47,162) | |
E-Z Mart Sale-Leaseback | ||||
Property Plant And Equipment [Line Items] | ||||
Sale and Leaseback Transaction, Gain (Loss), Net | 11,100 | |||
Empire Sale-Leaseback | ||||
Property Plant And Equipment [Line Items] | ||||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 11,000 | |||
Oak Street [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Date of real estate funding agreement | May 3, 2021 | |||
Real estate funding | $ 1,000,000 | |||
Real estate investments, Other | $ 150,000 | |||
Operating lease, term of contract | 20 years | |||
Operating lease, renewal term | 5 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning balance | $ 173,937 | $ 133,952 |
Goodwill attributable to acquisitions during the year | 7,556 | 39,985 |
Goodwill adjustment - Empire Acquisition | 16,155 | |
Ending balance | 197,648 | 173,937 |
Retail | ||
Goodwill [Line Items] | ||
Beginning balance | 14,861 | 14,861 |
Goodwill attributable to acquisitions during the year | 0 | 0 |
Goodwill adjustment - Empire Acquisition | 0 | |
Ending balance | 14,861 | 14,861 |
Gpmp | ||
Goodwill [Line Items] | ||
Beginning balance | 159,076 | 119,091 |
Goodwill attributable to acquisitions during the year | 7,556 | 39,985 |
Goodwill adjustment - Empire Acquisition | 16,155 | |
Ending balance | $ 182,787 | $ 159,076 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Wholesale fuel supply agreements | $ 198,069 | $ 198,069 | |
Trade names | 34,988 | 32,494 | |
Options to acquire ownership rights and develop stores | 6,372 | 25,319 | |
Other intangibles | 20,641 | 18,105 | |
Accumulated amortization | 23,600 | 12,200 | $ 9,000 |
Finite-Lived Intangible Assets, Net | 185,993 | 218,132 | |
Wholesale Fuel Supply Agreements | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (23,923) | (7,566) | |
Trade Names | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (29,583) | (26,127) | |
Options To Acquire Ownership Rights And Develop Stores | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (3,140) | (6,376) | |
Other Intangibles | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | $ (17,431) | $ (15,786) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Franchise Rights | $ 200,000 | $ 300,000 | |
Liquor licenses | 2,300,000 | 800,000 | |
Options to acquire ownership rights | 11,300 | ||
Amortization expense | $ 23,600,000 | 12,200,000 | $ 9,000,000 |
Wholesale Fuel Supply Agreements | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted average remaining amortization period | 11 years | ||
Amortization expense | $ (23,923,000) | (7,566,000) | |
Trade Names | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted average remaining amortization period | 3 years | ||
Amortization expense | $ (29,583,000) | (26,127,000) | |
Options To Acquire Ownership Rights And Develop Stores | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted average remaining amortization period | 7 years | ||
Amortization expense | $ (3,140,000) | $ (6,376,000) | |
Franchise Rights | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Weighted average remaining amortization period | 15 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 19,841 |
2023 | 18,146 |
2024 | 17,283 |
2025 | 17,021 |
2026 | 16,811 |
Thereafter | 94,366 |
Future Amortization Expense Net | $ 183,468 |
Other Current Liabilities - Com
Other Current Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee costs | $ 30,935 | $ 28,404 |
Fuel and other taxes | 31,381 | 29,817 |
Accrued insurance liabilities | 10,986 | 8,139 |
Accrued expenses | 35,672 | 36,485 |
Environmental liabilities | 3,459 | 3,714 |
Deferred vendor income | 11,654 | 11,328 |
Accrued income taxes payable | 0 | 3,521 |
Due to related parties | 258 | 144 |
Liabilities resulting from Additional and Contingent Consideration | 8,813 | 9,569 |
Other accrued liabilities | 4,330 | 2,516 |
Total other current liabilities | $ 137,488 | $ 133,637 |
Other Non-current Liabilities -
Other Non-current Liabilities - Components of Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Noncurrent [Abstract] | ||
Environmental liabilities | $ 9,394 | $ 9,798 |
Deferred vendor income | 23,872 | 22,806 |
Liabilities resulting from Additional and Contingent Consideration | 11,855 | 15,546 |
Ares Put Option | 8,904 | 9,831 |
Public Warrants | 23,600 | 18,133 |
Private Warrants | 7,240 | 6,680 |
Deferred Shares | 1,563 | 1,642 |
Financial liability | 43,647 | |
Other non-current liabilities | 6,778 | 12,185 |
Total other non-current liabilities | $ 136,853 | $ 96,621 |
Other Non-current Liabilities_2
Other Non-current Liabilities - Additional Information (Details) $ / shares in Units, shares in Millions, $ in Millions | Dec. 31, 2021USD ($)$ / sharesshares |
Option Indexed to Issuer's Equity [Line Items] | |
Exercise price | $ / shares | $ 0.01 |
Public Warrants [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Warrants to purchase common stock | shares | 13.3 |
Exercise price | $ / shares | $ 18 |
Private Warrants [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Warrants to purchase common stock | shares | 4 |
Haymaker [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Warrants to purchase common stock | shares | 17.3 |
Exercise price | $ / shares | $ 11.50 |
Ares Put Option [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Put Option Value | $ | $ 27.3 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total debt, net | $ 717,009 | $ 749,790 |
Insurance premium notes | 3,111 | 3,488 |
Capital One line of credit | 195,232 | 394,035 |
Less current portion | (40,384) | (40,988) |
Long-term debt, net | 676,625 | 708,802 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | 442,889 | 0 |
PNC term loans | ||
Debt Instrument [Line Items] | ||
Total debt, net | 32,385 | 32,354 |
Ares term loan | ||
Debt Instrument [Line Items] | ||
Total debt, net | 0 | 215,433 |
M&T debt | ||
Debt Instrument [Line Items] | ||
Total debt, net | 43,392 | 27,898 |
Bonds (Series C) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | $ 0 | $ 76,582 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands, ₪ in Millions | Jun. 24, 2021USD ($)Sites | Dec. 31, 2021USD ($) | Dec. 31, 2021ILS (₪) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 21, 2021USD ($) | Dec. 21, 2016USD ($) |
Debt Instrument [Line Items] | |||||||
Amortization Of Financing Costs And Discounts | $ 9,304 | $ 2,236 | $ 522 | ||||
Financing Costs [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Payments of Debt Issuance Costs | 8,300 | 11,900 | |||||
Debt Issuance Costs, Gross | 14,600 | 14,100 | |||||
Accumulated Amortization, Debt Issuance Costs | 3,300 | 1,700 | |||||
Deferred Finance Costs Recorded as Asset | 200 | 500 | |||||
Amortization Of Financing Costs And Discounts | $ 9,300 | $ 2,200 | $ 500 | ||||
Senior Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 5.125% | 5.125% | |||||
Aggregate principal amount of debt issued | $ 450,000 | ||||||
Purchase Agreement Description | 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”), pursuant to a note purchase agreement dated October 14, 2021, by and among the Company, certain of the Company’s wholly owned domestic subsidiaries (the “Guarantors”), and BofA Securities, Inc., as representative of the several initial purchasers named therein. The Senior Notes are guaranteed, on an unsecured senior basis, by all of the Guarantors. | 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”), pursuant to a note purchase agreement dated October 14, 2021, by and among the Company, certain of the Company’s wholly owned domestic subsidiaries (the “Guarantors”), and BofA Securities, Inc., as representative of the several initial purchasers named therein. The Senior Notes are guaranteed, on an unsecured senior basis, by all of the Guarantors. | |||||
Senior Notes, Noncurrent | $ 450,000 | ||||||
Revolving Credit Facility [Member] | GPM [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 700,000 | ||||||
Capital One Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Annual Principal Payment | 200,000 | ||||||
Bonds (Series C) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument Redemption Amount Paid | $ 79,000 | ₪ 264 | |||||
Ares Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement amendment description | In February 2020, GPM entered into an agreement with Ares Capital Corporation and certain funds managed or controlled by Ares Capital Management (collectively, “Ares”) to provide financing (as amended, the “Ares Credit Agreement”), which amounted to a total of $225 million and was secured by a pledge on substantially all of the assets of GPM and certain of its wholly owned subsidiaries (the “Ares Term Loan”). The principal of the loan was repaid in four equal quarterly installments in a total amount of 1% per annum with the remaining balance due on the maturity date of February 28, 2027. The Ares Term Loan bore interest at ABR plus 3.75% (which was reduced to 3.50% in March 2021) or LIBOR (not less than 1.5% and not less than 1.0% as amended in March 2021) plus 4.75% (which was reduced to 4.50% in March 2021). | In February 2020, GPM entered into an agreement with Ares Capital Corporation and certain funds managed or controlled by Ares Capital Management (collectively, “Ares”) to provide financing (as amended, the “Ares Credit Agreement”), which amounted to a total of $225 million and was secured by a pledge on substantially all of the assets of GPM and certain of its wholly owned subsidiaries (the “Ares Term Loan”). The principal of the loan was repaid in four equal quarterly installments in a total amount of 1% per annum with the remaining balance due on the maturity date of February 28, 2027. The Ares Term Loan bore interest at ABR plus 3.75% (which was reduced to 3.50% in March 2021) or LIBOR (not less than 1.5% and not less than 1.0% as amended in March 2021) plus 4.75% (which was reduced to 4.50% in March 2021). | |||||
Proceeds from (Repayments of) Debt | $ 223,000 | ||||||
PNC Credit Line Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement amendment description | On October 14, 2021, GPM entered into a fifth amendment to the PNC Credit Agreement, which became effective from the closing of the Senior Notes offering. | On October 14, 2021, GPM entered into a fifth amendment to the PNC Credit Agreement, which became effective from the closing of the Senior Notes offering. | |||||
PNC Credit Line Agreement [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Covenant threshold | 10.00% | 10.00% | |||||
GPM PNC Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 0.50% | ||||||
Outstanding term loans | $ 98 | ||||||
Aggregate principal amount of debt issued | $ 32,400 | ||||||
Agreement with M T Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement amendment description | On June 24, 2021 (the “M&T Closing Date”), GPM entered into (i) a Second Amended, Restated and Consolidated Credit Agreement, by and among GPM, certain of its subsidiaries as co-borrowers and M&T Bank (the “A&R M&T Credit Agreement”) and (ii) a Second Amended and Restated Master Covenant Agreement, by and between GPM and M&T Bank (the “A&R M&T Master Covenant Agreement”). | On June 24, 2021 (the “M&T Closing Date”), GPM entered into (i) a Second Amended, Restated and Consolidated Credit Agreement, by and among GPM, certain of its subsidiaries as co-borrowers and M&T Bank (the “A&R M&T Credit Agreement”) and (ii) a Second Amended and Restated Master Covenant Agreement, by and between GPM and M&T Bank (the “A&R M&T Master Covenant Agreement”). | |||||
Number of real estate | Sites | 40 | ||||||
Agreement with M T Bank [Member] | GPM [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Capacity Available for Trade Purchases | $ 20,000 | ||||||
Agreement with M T Bank [Member] | GPM [Member] | Real Estate Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of debt issued | $ 35,000 | ||||||
Aggregate principal amount of debt outstanding | $ 23,200 | ||||||
Refinancement of loan | $ 23,200 | ||||||
Line of credit facility maturity date | Dec. 31, 2021 | ||||||
Proceeds from term loan | $ 10,700 | ||||||
Line of Credit Facility, Current Borrowing Capacity | 20,000 | ||||||
Agreement with M T Bank [Member] | GPM [Member] | Equipment Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility remaining borrowing capacity | 17,500 | $ 12,300 | |||||
Line of Credit Facility, Current Borrowing Capacity | 20,000 | ||||||
Loans Converted to Line of Credit | $ 2,500 |
Debt - Schedule of Debt Descrip
Debt - Schedule of Debt Description (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Oct. 21, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 728,082 | ||
Total debt, net | 717,009 | $ 749,790 | |
Net of deferred financing costs | 676,625 | $ 708,802 | |
net deferred financing costs | 713,898 | ||
P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 140,000 | ||
Financing payment terms | Maturity date of December 22, 2022. | ||
Percent Of Unused Fee | 0.00375 | ||
Amount financed as of December 31, 2020 (in thousands) | $ 130,522 | ||
Net of deferred financing costs | 0 | ||
M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 20,000 | ||
Financing payment terms | Current balance is being paid in equal monthly installments of approximately $228 thousand (principal and interest) with the balance due on the maturity dates in August and September 2024. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 7,065 | ||
Net of deferred financing costs | 6,907 | ||
M&T Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 35,000 | ||
Financing payment terms | The principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with the remaining balance of $23.7 million due on the maturity date of June 10, 2026. | ||
Interest rate | 3.13 | ||
Amount financed as of December 31, 2020 (in thousands) | $ 34,028 | ||
Net of deferred financing costs | 33,355 | ||
Other M&T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 3,500 | ||
Financing payment terms | The principal is being paid in equal monthly installments including interest of approximately $36 thousand with the remaining balance due on the maturity dates ranging from December 2023 through August 2031 | ||
Amount financed as of December 31, 2020 (in thousands) | $ 3,162 | ||
Net of deferred financing costs | 3,130 | ||
GPM PNC Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 32,400 | ||
Financing payment terms | The principal of the loan will be repaid in full in one payment on the maturity date of December 22, 2022, and the interest is paid on a monthly basis. GPMP will repay the GPMP PNC Term Loan when the obligations owed under the PNC Credit Agreement are repaid in full. | ||
Debt instrument, interest rate, stated percentage | 0.50% | ||
Net of deferred financing costs | $ 32,385 | ||
Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 500,000 | ||
Financing payment terms | The full amount of the principal is due on the maturity date of July 15, 2024. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 198,300 | ||
Net of deferred financing costs | 195,232 | ||
Senior Notes | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 450,000 | ||
Financing payment terms | The full amount of principal is due on maturity date of November 15, 2029. | ||
Debt instrument, interest rate, stated percentage | 5.125% | 5.125% | |
Amount financed as of December 31, 2020 (in thousands) | $ 450,000 | ||
Net of deferred financing costs | 442,889 | ||
Unused Fee | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | 12,337 | ||
Unused Fee | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 301,000 | ||
LIBOR | M&T Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.0 | ||
LIBOR | GPM PNC Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 32,400 | ||
Base Rate | GPM PNC Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | 16 | ||
Base Rate | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 0 | ||
Minimum [Member] | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.58 | ||
Minimum [Member] | Other M&T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.91 | ||
Minimum [Member] | GPM PNC Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.60 | ||
Minimum [Member] | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Percent Of Unused Fee | 0.003 | ||
Interest rate | 3.36 | ||
Minimum [Member] | LIBOR | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.25 | ||
Minimum [Member] | LIBOR | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.25 | ||
Minimum [Member] | ABR | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0 | ||
Minimum [Member] | Base Rate | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.25 | ||
Maximum [Member] | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.36 | ||
Maximum [Member] | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.71 | ||
Maximum [Member] | Other M&T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.26 | ||
Maximum [Member] | GPM PNC Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.25 | ||
Maximum [Member] | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Percent Of Unused Fee | 0.0050 | ||
Interest rate | 5.50 | ||
Maximum [Member] | LIBOR | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.75 | ||
Maximum [Member] | LIBOR | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25 | ||
Maximum [Member] | ABR | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.5 | ||
Maximum [Member] | Base Rate | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.25 |
Debt - Schedule of Debt Descr_2
Debt - Schedule of Debt Description (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Instrument [Line Items] | |
Percentage of outstanding principal amount of loan Secured by restricted investments | 98.00% |
Debt - Schedule of Line of Cred
Debt - Schedule of Line of Credit Facilities (Details) $ in Millions | Dec. 31, 2021USD ($) |
P N C Lines of Credit [Member] | |
Debt Instrument [Line Items] | |
Annual Cost Of Letter Of Credit Percentage | 0.015 |
Amount Available For Letter Of Credit | $ 40 |
Letter of credit issued | $ 8 |
Capital One Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Annual Cost Of Letter Of Credit Percentage | 0.015 |
Amount Available For Letter Of Credit | $ 40 |
Letter of credit issued | $ 0.7 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Payments and Amortization of Deferred Financing Costs and Debt Discount (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 40,679 | |
2023 | 5,571 | |
2024 | 203,247 | |
2025 | 2,549 | |
2026 | 25,457 | |
Thereafter | 450,579 | |
Long-term Debt | 728,082 | |
Deferred financing costs, debt discount and premium | 11,073 | |
Total debt | $ 717,009 | $ 749,790 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Reconciliation of Liability for Removal of Underground Storage Tanks (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Beginning Balance as of January 1, | $ 53,235 | $ 37,224 | |
Additions | 0 | 196 | |
Acquisitions in year | 3,796 | 15,168 | |
Accretion of asset retirement obligation | 1,705 | 1,359 | $ 1,549 |
Adjustments | (178) | (319) | |
Retirement of tanks | (130) | (393) | |
Ending Balance as of December 31, | $ 58,428 | $ 53,235 | $ 37,224 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Reconciliation of Liability for Removal of Underground Storage Tanks (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies [Line Items] | |||
Liability for removal of underground storage tanks | $ 58,428 | $ 53,235 | $ 37,224 |
Other Current Liabilities | |||
Commitments And Contingencies [Line Items] | |||
Liability for removal of underground storage tanks | $ 407 | $ 271 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Unamortized liability | $ 27.5 | $ 26.6 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Gallon Volume Purchase Requirements (Details) gal in Thousands | Dec. 31, 2021gal |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | 664,954 |
2023 | 529,691 |
2024 | 412,947 |
2025 | 327,638 |
2026 | 192,904 |
Thereafter | 353,500 |
Total | 2,481,634 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)StoreSitesDealerNumberOfLeaseAgreementsLessors | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |||
Leases description | the Company leases 1,150 of the convenience stores that it operates, 161 independent dealer locations and certain office spaces used as its headquarters in the US, including land and buildings in certain cases | ||
Number of leased convenience stores | Store | 1,150 | ||
Number of dealer locations | Dealer | 161 | ||
Number of sites leased | Sites | 720 | ||
Number of separate master lease agreements | NumberOfLeaseAgreements | 37 | ||
Number of lessors under master leases | Lessors | 10 | ||
Description of master leases | there are approximately 720 sites which are leased under 37 separate master lease agreements. Master leases with 10 lessors encompass a total of approximately 670 sites. Master leases with the same landlord contain cross-default provisions, in most cases | ||
Interest expense related to financing leases | $ 17,515 | $ 17,391 | |
Cash outflows for operating leases | 128,400 | 106,300 | |
Cash outflows for financing leases | $ 25,000 | 24,700 | |
Leases and subleases period | 10 years | ||
Operating sublease income | $ 20,700 | $ 11,800 | $ 8,500 |
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease agreements period | 15 years | ||
Lease renewal terms | 5 years | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease agreements period | 20 years | ||
Lease renewal terms | 25 years |
Leases - Summary of components
Leases - Summary of components of lease cost recorded on the consolidated statements of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost: | ||
Depreciation of right-of-use assets | $ 13,393 | $ 12,743 |
Interest on lease liabilities | 17,515 | 17,391 |
Operating lease costs included in store operating expenses | 131,106 | 112,541 |
Operating lease costs included in general and administrative expenses | 1,652 | 1,404 |
Lease cost related to variable lease payments, short-term leases and leases of low value assets | 2,037 | 1,153 |
Right-of-use asset impairment charges | 1,799 | 2,352 |
Total lease costs | $ 167,502 | $ 147,584 |
Leases -Summary of Supplemental
Leases -Summary of Supplemental Balance Sheet Data Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Right-of-use assets under operating leases | $ 1,064,982 | $ 961,561 |
Liabilities | ||
Operating leases, current portion | 51,261 | 48,878 |
Operating leases | 1,076,905 | 973,695 |
Total operating leases | $ 1,128,166 | $ 1,022,573 |
Weighted average remaining lease term (in years) | 14 years 1 month 6 days | 13 years 4 months 24 days |
Weighted average discount rate | 7.30% | 7.70% |
Assets | ||
Right-of-use assets | $ 236,963 | $ 237,740 |
Accumulated amortization | 44,585 | 39,423 |
Right-of-use assets under financing leases, net | 192,378 | 198,317 |
Liabilities | ||
Financing leases, current portion | 6,383 | 7,834 |
Financing leases | 229,215 | 226,440 |
Total financing leases | $ 235,598 | $ 234,274 |
Weighted average useful life | 23 years 9 months 18 days | 23 years 8 months 12 days |
Weighted average discount rate | 7.30% | 7.70% |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating | ||
2022 | $ 130,841 | |
2023 | 131,437 | |
2024 | 132,293 | |
2025 | 132,759 | |
2026 | 131,829 | |
Thereafter | 1,185,934 | |
Gross lease payments | 1,845,093 | |
Less: imputed interest | (716,927) | |
Total lease liabilities | 1,128,166 | $ 1,022,573 |
Financing | ||
2022 | 23,388 | |
2023 | 21,833 | |
2024 | 20,778 | |
2025 | 20,896 | |
2026 | 20,522 | |
Thereafter | 447,743 | |
Gross lease payments | 555,160 | |
Less: imputed interest | (319,562) | |
Total lease liabilities | $ 235,598 | $ 234,274 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Cash Payments to be Received Under Operating Subleases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 19,001 |
2023 | 12,847 |
2024 | 10,525 |
2025 | 9,394 |
2026 | 8,061 |
Thereafter | 21,668 |
Total | $ 81,496 |
Environmental Liabilities - Add
Environmental Liabilities - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Environmental Remediation Obligations [Abstract] | ||
Environmental obligations | $ 12.9 | $ 13.5 |
Estimated amount recoverable | $ 5.1 | $ 5.6 |
Environmental Liabilities - Sch
Environmental Liabilities - Schedule of Undiscounted Future Estimated Payments and Anticipated Recoveries (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Payments | |
2022 | $ 3,459 |
2023 | 3,938 |
2024 | 2,365 |
2025 | 728 |
2026 | 533 |
Thereafter | 1,830 |
Total Future Payments and Recoveries | 12,853 |
Recoveries | |
2022 | 1,119 |
2023 | 1,722 |
2024 | 1,153 |
2025 | 257 |
2026 | 180 |
Thereafter | 683 |
Total Future Payments and Recoveries | 5,114 |
Net Obligations | |
2022 | 2,340 |
2023 | 2,216 |
2024 | 1,212 |
2025 | 471 |
2026 | 353 |
Thereafter | 1,147 |
Total Future Payments and Recoveries | $ 7,739 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Tax credit carryforward, benefit from valuation allowance | $ 13,400 | ||
Unrecognized tax benefits | $ 600 | $ 600 | $ 0 |
Israel Tax Authority | |||
Income Taxes [Line Items] | |||
Deferred tax assets, cumulative loss incurred, description | A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the respective three-year period in this jurisdiction | ||
Domestic tax credits | |||
Income Taxes [Line Items] | |||
Tax credit carryforward, valuation allowance | $ 0 | 5,500 | |
Tax credit carryforward, benefit from valuation allowance | 5,500 | ||
Unrecognized tax benefits | 600 | $ 600 | |
Domestic tax credits | Israel Tax Authority | |||
Income Taxes [Line Items] | |||
Deferred tax assets | 11,900 | ||
non operating loss carryforward benefits | 59,700 | ||
Tax credit amount | $ 12,000 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2028 |
Domestic federal NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 12,871 |
Expiration Date | Indefinite life |
Domestic state NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 12,997 |
Expiration Date | 2032 - Indefinite |
Domestic tax credits | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 5,458 |
Domestic tax credits | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2028 |
Domestic tax credits | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2036 |
Foreign NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 33,868 |
Expiration Date | Indefinite life |
Foreign capital loss | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 3,349 |
Expiration Date | Indefinite life |
Foreign tax credits | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 6,512 |
Foreign tax credits | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2021 |
Foreign tax credits | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2026 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance as of January 1, | $ 600 | $ 0 |
Additions for tax positions taken in prior years | 931 | 600 |
Reductions of tax positions taken in prior years | 0 | 0 |
Reductions for settlements on tax positions of prior years | 931 | 0 |
Ending Balance as of December 31, | $ 600 | $ 600 |
Income Taxes - Summary of Earni
Income Taxes - Summary of Earnings Before Income Inclusive of the Loss from Equity Investee (Details) - Equity Method Investee - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Domestic (US) | $ 73,338 | $ 38,762 | $ (39,907) |
Foreign (Israel) | (2,277) | (9,622) | (1,088) |
Income (loss) before income taxes | $ 71,061 | $ 29,140 | $ (40,995) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Domestic federal | $ 1,535 | $ 690 | $ 1,140 |
Domestic state and local | 5,251 | 2,558 | 728 |
Total current | 6,786 | 3,248 | 1,868 |
Deferred: | |||
Domestic federal | 7,550 | (3,399) | 4,311 |
Domestic state and local | (2,702) | (1,348) | (12) |
Total deferred | 4,848 | (4,747) | 4,299 |
Total income tax (benefit) expense | $ 11,634 | $ (1,499) | $ 6,167 |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Significant Differences in Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at the statutory rate | $ 14,923 | $ 6,119 | $ (8,609) |
Increases (decreases): | |||
Non-controlling interest in partnership | 48 | (3,412) | (179) |
State income taxes, net of federal income tax benefit | 3,444 | 2,188 | (512) |
International rate differential | (425) | (262) | |
Non-deductible expenses | 1,941 | 470 | 354 |
Investment in partnership | 0 | 850 | 0 |
Valuation allowance | (3,892) | (7,550) | 16,109 |
Credits | (1,880) | (1,066) | (2,601) |
Change to prior state rate | (2,429) | 640 | 465 |
Total income tax (benefit) expense | $ 11,634 | $ (1,499) | $ 6,167 |
Income tax expense (benefit) at the statutory rate | 21.00% | 21.00% | 21.00% |
Increases (decreases): | |||
Non-controlling interest in partnership | 0.10% | (11.70%) | 0.40% |
State income taxes, net of federal income tax benefit | 4.80% | 7.50% | 1.20% |
International rate differential | 0.60% | (0.90%) | 2.80% |
Non-deductible expenses | 2.70% | 1.60% | (0.90%) |
Investment in partnership | 0.00% | 2.90% | 0.00% |
Valuation allowance | (5.50%) | (25.90%) | (39.30%) |
Credits | (2.60%) | (3.70%) | 6.30% |
Change to prior state rate | 3.40% | 2.30% | (1.10%) |
Total | 16.30% | (5.10%) | (15.20%) |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Asset retirement obligation | $ 1,616 | $ 1,526 |
Inventory | 221 | 302 |
Lease obligations | 72,944 | 72,308 |
Accrued expenses | 213 | 226 |
Deferred income | 1,024 | 1,304 |
Environmental liabilities | 168 | 171 |
Transaction costs | 2,273 | 2,478 |
Investment in partnership | 33,332 | 29,046 |
Share-based compensation | 224 | |
Net operating loss carryforwards | 11,922 | 16,629 |
Credits | 11,971 | 14,686 |
Other | 1,169 | 1,728 |
Total deferred tax assets | 137,077 | 140,404 |
Valuation allowance | (13,416) | (17,841) |
Total deferred tax assets, net | 123,661 | 122,563 |
Deferred tax liabilities: | ||
Property and equipment | (10,540) | (10,075) |
Intangible assets | (1,214) | (1,304) |
Right-of-use assets | (66,097) | (67,261) |
Prepaid expenses | (580) | (709) |
Translation adjustments | (2,097) | (2,097) |
Other | (4,632) | (3,278) |
Total deferred tax liabilities | (85,160) | (84,724) |
Net deferred tax asset (liability) | $ 38,501 | $ 37,839 |
Equity and Temporary Equity - A
Equity and Temporary Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 09, 2021 | Dec. 22, 2020 | Nov. 18, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2027 | Jan. 21, 2021 | Jan. 19, 2021 | Dec. 14, 2020 |
Class Of Stock [Line Items] | |||||||||||
Number of trading days | 30 | ||||||||||
Revert dividend rate | 5.75% | ||||||||||
Increased annual dividend rate | 15.00% | ||||||||||
Preferred stock redemption percentage | 101.00% | ||||||||||
Annual dividend rate | 14.50% | ||||||||||
Conversion terms | March 31, 2025 and $18 | ||||||||||
Preferred stock, Redemption price per share | $ 100 | ||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Addition on dividend rate | 3.00% | ||||||||||
Issuance of shares | $ 3,000 | $ 0 | $ 0 | ||||||||
Common stock shares issued | 124,428,000 | 124,132,000 | |||||||||
Number of shares purchased by exchanging warrants | 1,100,000 | ||||||||||
Temporary Equity Shares Outstanding | 1,000,000 | 1,000,000 | |||||||||
Common Stock Shares Outstanding | 124,428,000 | 124,132,000 | |||||||||
GPM Equity Purchase Agreement [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Issuance of shares, shares | 33,772,660 | ||||||||||
Haymaker and Nomura Securities International, Inc.[Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock shares issued for transaction fee and placement fee | 296,150,000 | ||||||||||
Nomura Securities International Inc [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock shares issued for transaction fee and placement fee | 296,150,000 | ||||||||||
Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock shares issued | 2,000 | ||||||||||
Issuance of shares, shares | 4,800,000 | ||||||||||
Warrant [Member] | GPM Equity Purchase Agreement [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Warrants issued | 1,100,000 | ||||||||||
Warrant [Member] | Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock par value | $ 11.50 | ||||||||||
Warrants issued | 3,550,000 | ||||||||||
Common stock shares issued | 2,000,000 | ||||||||||
New Ares Warrants [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock par value | $ 10 | ||||||||||
Maximum [Member] | Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock par value | 15 | ||||||||||
Minimum [Member] | Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock par value | 13 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Number of shares issued | 700,000,000 | ||||||||||
Number of additional shares | 300,000,000 | ||||||||||
Temporary equity, Liquidation preference per share | $ 100 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Series A Preferred Stock [Member] | Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Issuance of shares | $ 200 | ||||||||||
Series A Redeemable Temporary Equity [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Number of shares issued | 1,000,000,000 | ||||||||||
Future minimum payments due thereafter | $ 18 | ||||||||||
Conversion price per share | $ 12 | ||||||||||
Convertible preferred stock, Nonredeemable or redeemable, Issuer option, Value | $ 1,200 | ||||||||||
Common stock, value, subscriptions | $ 7,500 | ||||||||||
Annual dividend rate | 5.75% | ||||||||||
Temporary Equity Par Or Stated Value Per Share | $ 0 | $ 0 | |||||||||
Series A Redeemable Temporary Equity [Member] | Maximum [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Share price | $ 18 | ||||||||||
Series A Redeemable Temporary Equity [Member] | Minimum [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Share price | $ 15.50 | ||||||||||
Arko Holdings [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Number of shares purchased | 5,749,458 | ||||||||||
Cost of share purchased | $ 11,400 | ||||||||||
Common Stock Shares Outstanding | 65,208,698 | ||||||||||
Sale of Stock, Consideration Received on Transaction | $ 55,400 | ||||||||||
merger consideration | $ 58,700 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 08, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares authorized | 12,400 | ||||
Maximum defer ash fee invested in restricted stock units, Percentage | 100.00% | ||||
Share Based Compensation | $ 5,804 | $ 1,891 | $ 516 | ||
Unrecognized compensation cost | $ 11,600 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Non Employee Directors [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair Value | $ 900 | ||||
Restricted Stock Units RSU | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Outstanding, Shares | 1,606 | ||||
Granted | 1,600 | ||||
Vested | 90 | ||||
Forfeited | 10 | ||||
Restricted Stock Units RSU | Non Employee Directors [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Outstanding, Shares | 89,570 | ||||
TimeVestedRestrictedStockUnits | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 9.60 | ||||
Grant date fair value | $ 8,300 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years | ||||
Performance based Restricted Stock Units (RSU's) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 9.60 | ||||
Grant date fair value | $ 6,200 | $ 7,200 | |||
Granted | 644,867 | ||||
Terms of Agreement | 3 years | ||||
Vesting Period | 3 years | ||||
Forfeited | 3,333 | ||||
Unvested Restricted Stock Units | Officers and Other Employees [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted | 96 | ||||
Unvested Restricted Stock Units | Officers [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair Value | $ 1,800 | ||||
Granted | 133 | ||||
Vested | 67 | ||||
Vesting Period | 2 years | ||||
EmployeesNonEmployeesAndBoardOfDirectorsMember | GeneralAndAdministrativeExpenseMember | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share Based Compensation | $ 5,800 | $ 1,900 | $ 500 | ||
Common Stock | Unvested Restricted Stock Units | Officers [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Granted | 200 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Unit Granted to Officers and Employees (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options Outstanding Beginning Balance | 0 |
Granted | 126 |
Forfeited | 0 |
Performance-based share adjustment | 0 |
Vested and exercised | 0 |
Options Outstanding, Ending Balance | 126 |
Restricted Stock Units RSU | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options Outstanding Beginning Balance | 0 |
RSU's released | (90) |
Options Outstanding, Ending Balance | |
Granted | 1,600 |
Forfeited | (10) |
Performance-based share adjustment | 106 |
Outstanding, Shares | 1,606 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Granted (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average fair value | $ 3.73 |
Weighted average exercise price | $ 10 |
Remaining average contractual term (years) | 9 years 2 months 12 days |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of the Assumptions Utilized in the Valuation of the Stock Option Awards (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected dividend rate | 0.00% |
Expected stock price volatility | 28.80% |
Risk-free interest rate | 1.60% |
Expected term of options (years) | 10 years |
Related Party Transactions - Sc
Related Party Transactions - Schedule Of Balances Outstanding With Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Due from equity investment | $ 126 | $ 122 |
Loan to equity investment | 1,008 | 951 |
Due from related parties | 1,535 | 600 |
Current liabilities: | ||
Due to KMG Realty LLC | 0 | (640) |
Due to related parties | $ (258) | $ (144) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 124,667,000 | $ 94,424,000 | $ 69,311,000 | |
GPM Management Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
management fee amount per month | 60,000 | |||
Arko Holdings Management Services Agreement | Israeli Consumer Price Index | ||||
Related Party Transaction [Line Items] | ||||
Monthly management fees paid | 5,000 | |||
K M G | GPM Management Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
Monthly management fees paid | $ 90,000 | |||
Annual bonus | $ 540,000 | |||
K M G | Profits Participation Agreement | ||||
Related Party Transaction [Line Items] | ||||
Maximum annual profit participation | $ 400,000 | |||
management fee amount per month | 400,000 | 280,000 | ||
Mr Willner | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | 300,000 | 300,000 | ||
Monthly management fees paid | 24,000 | |||
Annual bonus | $ 100,000 | $ 0 |
Earnings per Share - Calculatio
Earnings per Share - Calculation of Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net income attributable to common shareholders | $ 53,463 | $ 10,433 | $ (43,539) |
Change in fair value of Ares Put Option | 927 | 0 | 0 |
Net income available to common stockholders after assumed conversions | $ 52,536 | $ 10,433 | $ (43,539) |
Weighted average common shares outstanding— Basic | 124,412,000 | 71,074,000 | 66,701,000 |
Effect of dilutive securities: | |||
Restricted share units | $ 259 | $ 0 | $ 0 |
Ares Put Option | $ 766 | $ 0 | $ 0 |
Weighted average common shares outstanding— Diluted | 125,437,000 | 71,074,000 | 66,701,000 |
Net income (loss) per share available to common stockholders - Basic | $ 0.43 | $ 0.15 | $ (0.65) |
Net income (loss) per share available to common stockholders - Diluted | $ 0.42 | $ 0.15 | $ (0.65) |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Securities with Antidilutive Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible bonds (par value) [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 | 0 | 86 |
Restricted shares units [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 | 0 | 184 |
Ares warrants | |||
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 | 0 |
Public and Private warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 17,333 | 17,333 | 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 | 0 | |
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) | 8,333 | 8,333 | 0 |
Employee Stock 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) | 126 | 0 | 0 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements [Line Items] | |||
Fair value adjustment of warrants | $ 500 | $ 200 | |
Change in fair value of Contingent Consideration | 1,700 | 0 | |
Fair Value Adjustment of Deferred Shares | 100 | 100 | |
Change in fair value of Ares Put Option | 927 | 0 | $ 0 |
Debt Instrument Carrying Amount | 728,082 | ||
Ares Put Option [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair Value Of Put Option | 8,900 | 9,800 | |
Change in fair value of Ares Put Option | 600 | ||
Public Warrants | |||
Fair Value Measurements [Line Items] | |||
Public Warrants Liability Fair Value Adjustment | 5,500 | 300 | |
Private Warrants [Member] | |||
Fair Value Measurements [Line Items] | |||
Private Warrants Liability Fair Value Adjustment | 600 | 200 | |
Deferred Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair Value Of Deferred Shares Value Classified As Liabilities | 1,600 | 1,600 | |
Level 1 | Public Warrants | |||
Fair Value Measurements [Line Items] | |||
Fair value of warrants | 23,600 | 18,100 | |
Level 2 | Private Warrants [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair value of warrants | 7,200 | 6,700 | |
Level 3 | |||
Fair Value Measurements [Line Items] | |||
Contigent consideration | 6,200 | 7,400 | |
Bonds (Series C) | Level 1 | |||
Fair Value Measurements [Line Items] | |||
Fair value of bonds | $ 80,600 | ||
Senior Notes [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair value of bonds | 436,000 | ||
Debt Instrument Carrying Amount | $ 450,000 |
Fair Value Measurements and F_4
Fair Value Measurements and Financial Instruments - Fair Value Material Assumptions Based on Observable and Unobservable Inputs (Details) | 12 Months Ended | |
Dec. 31, 2021yr$ / shares | Dec. 31, 2020yr$ / shares | |
Level 3 | Expected term (in years) | Deferred Shares [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 5.4 | 6.4 |
Level 3 | Volatility | Deferred Shares [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 35.9 | 37.4 |
Level 3 | Risk-free interest rate | Deferred Shares [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.3 | 0.6 |
Level 3 | Stock price | Deferred Shares [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 8.77 | $ 9 |
Level 2 | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 11.50 | $ 11.50 |
Level 2 | Expected term (in years) | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 4 | 5 |
Level 2 | Volatility | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 36.3 | 30.1 |
Level 2 | Risk-free interest rate | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.1 | 0.4 |
Ares Put Option [Member] | Level 3 | Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 1.2 | 2.2 |
Ares Put Option [Member] | Level 3 | Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 30.1 | 35.6 |
Ares Put Option [Member] | Level 3 | Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.4 | 0.1 |
Ares Put Option [Member] | Level 3 | Stock price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 12.935 | $ 12.935 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) - $ / gal | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Fixed Margin | 4.5 | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 7,417,398 | $ 4,010,232 | $ 4,128,690 |
Operating income | 355,114 | 253,600 | 140,400 |
Interest and financial expenses, net | (14,363) | (8,094) | |
Interest and other financial expenses, net | (3,161) | ||
Income tax expense | (221) | (303) | (1,038) |
Income (loss) from equity investment | 186 | (1,269) | (507) |
Net income from reportable segments | 340,716 | 243,934 | 135,694 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 7,417,398 | 4,010,399 | 4,128,808 |
Net income from reportable segments | 340,716 | 243,934 | 135,694 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,385,491 | 1,709,274 | 2,049,108 |
Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 11,802,889 | 5,719,673 | 6,177,916 |
Fuel | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,714,333 | 2,452,401 | 2,703,440 |
Merchandise Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,616,404 | 1,494,342 | 1,375,438 |
Product and Service, Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 86,661 | 63,656 | 49,930 |
Retail | |||
Segment Reporting Information [Line Items] | |||
Operating income | 240,233 | 200,000 | 90,454 |
Retail | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,728,568 | 3,488,069 | 3,956,775 |
Retail | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Retail | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,728,568 | 3,488,069 | 3,956,775 |
Retail | Fuel | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,048,893 | 1,940,303 | 2,537,455 |
Retail | Merchandise Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,616,404 | 1,494,342 | 1,375,438 |
Retail | Product and Service, Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 63,271 | 53,424 | 43,882 |
Wholesale | |||
Segment Reporting Information [Line Items] | |||
Operating income | 21,998 | 3,523 | 52 |
Wholesale | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,682,004 | 517,510 | 164,861 |
Wholesale | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Wholesale | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,682,004 | 517,510 | 164,861 |
Wholesale | Fuel | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,659,706 | 508,175 | 159,597 |
Wholesale | Merchandise Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Wholesale | Product and Service, Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 22,298 | 9,335 | 5,264 |
Gpmp | |||
Segment Reporting Information [Line Items] | |||
Operating income | 91,619 | 47,036 | 43,500 |
Interest and financial expenses, net | (14,363) | (6,277) | |
Interest and other financial expenses, net | (2,484) | ||
Gpmp | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 6,826 | 4,820 | 7,172 |
Gpmp | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,384,227 | 1,706,233 | 2,042,714 |
Gpmp | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,391,053 | 1,711,053 | 2,049,886 |
Gpmp | Fuel | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,734 | 3,923 | 6,388 |
Gpmp | Merchandise Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Gpmp | Product and Service, Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,092 | 897 | 784 |
Other Segments | |||
Segment Reporting Information [Line Items] | |||
Operating income | 1,264 | 3,041 | 6,394 |
Interest and financial expenses, net | 0 | (1,817) | |
Interest and other financial expenses, net | (677) | ||
Income tax expense | (221) | (303) | (1,038) |
Income (loss) from equity investment | 186 | (1,269) | (507) |
Other Segments | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Other Segments | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,264 | 6,394 | |
Other Segments | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,264 | 6,394 | |
Other Segments | Fuel | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other Segments | Merchandise Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other Segments | Product and Service, Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 0 | $ 0 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Information [Line Items] | |||
Total revenues | $ 7,417,398 | $ 4,010,232 | $ 4,128,690 |
Reportable Legal Entities | |||
Segment Information [Line Items] | |||
Total revenues | 11,802,889 | 5,719,673 | 6,177,916 |
Intersegment Eliminations | |||
Segment Information [Line Items] | |||
Total revenues | 4,385,491 | 1,709,274 | 2,049,108 |
Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | $ 0 | (167) | $ (118) |
Other Revenue | Reportable Legal Entities | |||
Segment Information [Line Items] | |||
Total revenues | 3,041 | ||
Other Revenue | Intersegment Eliminations | |||
Segment Information [Line Items] | |||
Total revenues | $ 3,041 |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of net income from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Information [Line Items] | |||
Net income from reportable segments | $ 340,716 | $ 243,934 | $ 135,694 |
Total revenues | 7,417,398 | 4,010,232 | 4,128,690 |
Store operating expenses | 630,518 | 532,422 | 506,524 |
General and administrative expenses | 124,667 | 94,424 | 69,311 |
Depreciation and amortization | 97,194 | 74,396 | 62,404 |
Other expenses, net | 3,536 | 9,228 | 3,733 |
Interest and other financial expenses, net | (3,161) | ||
Income tax (expense) benefit | 11,634 | (1,499) | 6,167 |
Net income (loss) | 59,198 | 13,710 | (43,539) |
Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | 0 | (167) | (118) |
Amounts not allocated to segments | |||
Segment Information [Line Items] | |||
Store operating expenses | 3,287 | (2,380) | (4,116) |
General and administrative expenses | 121,697 | (91,447) | (66,743) |
Depreciation and amortization | 89,822 | (67,023) | (58,031) |
Other expenses, net | (3,536) | 9,228 | 3,674 |
Interest and other financial expenses, net | 58,108 | (44,852) | (45,045) |
Income tax (expense) benefit | (11,413) | 1,802 | (5,129) |
Net income (loss) | 59,427 | 30,639 | (47,162) |
Amounts not allocated to segments | Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | 0 | (167) | (118) |
Operating Segments | |||
Segment Information [Line Items] | |||
Net income from reportable segments | 340,716 | 243,934 | 135,694 |
Total revenues | $ 7,417,398 | 4,010,399 | $ 4,128,808 |
Operating Segments | Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues |
Revisions of Previously Issue_3
Revisions of Previously Issued Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other non-current liabilities | $ 136,853 | $ 96,621 | ||
Total liabilities | 2,588,599 | 2,448,389 | ||
Additional Paid in Capital | 212,103 | |||
Accumulated earnings (deficit) | 29,545 | (29,653) | ||
Total equity | $ 253,676 | 191,420 | $ 194,890 | $ 224,169 |
Scenario Previously Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other non-current liabilities | 70,166 | |||
Total liabilities | 2,421,934 | |||
Additional Paid in Capital | 239,081 | |||
Accumulated earnings (deficit) | (30,176) | |||
Total equity | 217,875 | |||
Revision of Prior Period, Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Other non-current liabilities | 26,455 | |||
Total liabilities | 26,455 | |||
Additional Paid in Capital | (26,978) | |||
Accumulated earnings (deficit) | 523 | |||
Total equity | $ (26,455) |
Revisions of Previously Issue_4
Revisions of Previously Issued Financial Statements - Schedule of consolidated statement of operations and comprehensive income (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total revenues | $ 7,417,398 | $ 4,010,232 | $ 4,128,690 |
Fuel costs | 5,275,907 | 2,131,416 | 2,482,472 |
Total Operating Expenses | 7,271,780 | 3,920,690 | 4,123,633 |
Interest And Other Income | 3,005 | 1,768 | 1,451 |
Income before income taxes | 70,875 | 30,409 | (40,488) |
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Net income per share attributable to common shareholders - basic | $ 0.43 | $ 0.15 | $ (0.65) |
Net income per share attributable to common shareholders - diluted | $ 0.42 | $ 0.15 | $ (0.65) |
Comprehensive income (loss) | $ 59,427 | $ 35,314 | $ (42,642) |
Fuel Revenue [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total revenues | 2,452,401 | ||
Scenario Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total revenues | 3,910,715 | ||
Fuel costs | 2,031,899 | ||
Total Operating Expenses | 3,821,173 | ||
Interest And Other Income | 1,245 | ||
Income before income taxes | 29,886 | ||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 30,116 | ||
Net income per share attributable to common shareholders - basic | $ 0.14 | ||
Net income per share attributable to common shareholders - diluted | $ 0.14 | ||
Comprehensive income (loss) | $ 34,791 | ||
Scenario Previously Reported [Member] | Fuel Revenue [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total revenues | 2,352,884 | ||
Revision of Prior Period, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total revenues | 99,517 | ||
Fuel costs | 99,517 | ||
Total Operating Expenses | 99,517 | ||
Interest And Other Income | 523 | ||
Income before income taxes | 523 | ||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 523 | ||
Net income per share attributable to common shareholders - basic | $ 0.01 | ||
Net income per share attributable to common shareholders - diluted | $ 0.01 | ||
Comprehensive income (loss) | $ 523 | ||
Revision of Prior Period, Adjustment [Member] | Fuel Revenue [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Total revenues | $ 99,517 |
Revisions of Previously Issue_5
Revisions of Previously Issued Financial Statements - Schedule of consolidated statement of Cashflows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Fair value adjustment of financial assets and liabilities | $ 3,821 | (1,014) | $ 0 |
Scenario Previously Reported [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 30,116 | ||
Fair value adjustment of financial assets and liabilities | (491) | ||
Revision of Prior Period, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 523 | ||
Fair value adjustment of financial assets and liabilities | $ (523) |
Store Operating Expenses - Summ
Store Operating Expenses - Summary of Store Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses [Abstract] | |||
salaries and wages | $ 242,692 | $ 217,121 | $ 206,946 |
Rent | 133,143 | 113,694 | 100,856 |
Credit Card Fees | 83,757 | 57,644 | 61,079 |
Utilities, upkeep, and taxes | 57,497 | 51,811 | 48,499 |
Repairs and maintenance | 37,345 | 28,469 | 28,311 |
Insurance | 20,537 | 18,956 | 17,549 |
Other store operating expenses | 55,547 | 44,727 | 43,284 |
Total store operating expenses | $ 630,518 | $ 532,422 | $ 506,524 |
General and Administrative Ex_3
General and Administrative Expenses - Schedule of General and Administrative Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
General And Administrative Expense [Abstract] | |||
Salaries and wages | $ 82,181 | $ 64,246 | $ 40,515 |
Legal, audit, professional and management fees expenses | 8,264 | 7,251 | 4,678 |
Rent | 1,652 | 1,404 | 1,259 |
insurance | 11,969 | 6,247 | 5,598 |
Other general and administrative expenses | 20,601 | 15,276 | 17,261 |
Total general and administrative expenses | $ 124,667 | $ 94,424 | $ 69,311 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) $ / shares in Units, $ in Millions | Feb. 21, 2022USD ($)$ / shares | Feb. 18, 2022USD ($)Sites | Dec. 31, 2021USD ($) |
Ownership [Member] | |||
Subsequent Event [Line Items] | |||
Acquisition related cost | $ 78 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of sites leased | Sites | 64 | ||
Acquisition related cost | $ 170 | ||
Dividend declared date | Feb. 21, 2022 | ||
Dividend payable nature | quarterly | ||
Declared dividend per share | $ / shares | $ 0.02 | ||
Dividend payable date | Mar. 29, 2022 | ||
Dividend payable record | Mar. 15, 2022 | ||
Dividend | $ 2.5 | ||
Authorized amount of share repurchase program | $ 50 | ||
Subsequent Event [Member] | Oak Street [Member] | |||
Subsequent Event [Line Items] | |||
Number of sites leased | Sites | 39 | ||
Acquisition related cost | $ 40 | ||
Subsequent Event [Member] | Ownership [Member] | |||
Subsequent Event [Line Items] | |||
Number of sites leased | Sites | 121 |
Schedule I - Condensed Balance
Schedule I - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 252,141 | $ 293,666 | $ 32,117 | $ 29,891 |
Restricted cash with respect to bonds | 0 | 1,230 | ||
Short-term loans to subsidiaries | 58,807 | 0 | ||
Other current assets | 92,095 | 87,355 | ||
Total current assets | 683,623 | 609,406 | ||
Non-current assets: | ||||
Non-current restricted cash with respect to bonds | 0 | 1,552 | ||
Deferred tax asset | 41,047 | 40,655 | ||
Total assets | 2,942,275 | 2,739,809 | ||
Current liabilities: | ||||
Long-term debt, current portion | 40,384 | 40,988 | ||
Operating leases, current portion | 51,261 | 48,878 | ||
Other current liabilities | 137,488 | 133,637 | ||
Total current liabilities | 408,434 | 387,051 | ||
Non-current liabilities: | ||||
Long-term debt, net | 676,625 | 708,802 | ||
Operating leases | 1,076,905 | 973,695 | ||
Other non-current liabilities | 136,853 | 96,621 | ||
Total liabilities | 2,588,599 | 2,448,389 | ||
Series A redeemable preferred stock | 100,000 | 100,000 | ||
Shareholders' equity | 253,452 | 191,581 | ||
Total liabilities, redeemable preferred stock and equity | 2,942,275 | 2,739,809 | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 88,508 | 117,179 | $ 21,302 | $ 17,925 |
Short-term loans to subsidiaries | 40,119 | 40,035 | ||
Other current assets | 10,110 | 2,147 | ||
Total current assets | 138,737 | 159,361 | ||
Non-current assets: | ||||
Investment in subsidiaries | 255,444 | 178,948 | ||
Loans to subsidiaries | 450,000 | 0 | ||
Deferred tax asset | 2,403 | 2,922 | ||
Total assets | 846,584 | 341,231 | ||
Current liabilities: | ||||
Long-term debt, current portion | 1,500 | 1,752 | ||
Other current liabilities | 7,436 | 11,612 | ||
Total current liabilities | 8,936 | 13,364 | ||
Non-current liabilities: | ||||
Long-term debt, net | 442,889 | 0 | ||
Other non-current liabilities | 41,307 | 36,286 | ||
Total liabilities | 493,132 | 49,650 | ||
Series A redeemable preferred stock | 100,000 | 100,000 | ||
Shareholders' equity | 253,452 | 191,581 | ||
Total liabilities, redeemable preferred stock and equity | $ 846,584 | $ 341,231 |
Schedule I - Condensed Statemen
Schedule I - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements Captions [Line Items] | |||
Operating income | $ 142,082 | $ 80,314 | $ 1,324 |
General and administrative expenses | 124,667 | 94,424 | 69,311 |
Total operating expenses | 7,271,780 | 3,920,690 | 4,123,633 |
Interest and other financial income | 3,005 | 1,768 | 1,451 |
Interest and other financial expenses | (74,212) | (51,673) | (43,263) |
Income (loss) before income taxes | 70,875 | 30,409 | (40,488) |
Income tax benefit (expense) | (11,634) | 1,499 | (6,167) |
Equity income (loss) from subsidiaries | 186 | (1,269) | (507) |
Net income (loss) attributable to ARKO Corp. | 59,198 | 13,710 | (43,539) |
Series A redeemable preferred stock dividends | (5,735) | ||
Net income attributable to common shareholders | 53,463 | 10,433 | (43,539) |
Parent Company | |||
Condensed Income Statements Captions [Line Items] | |||
Income from loans to subsidiaries and other investee | 6,016 | 3,960 | 6,992 |
Other income | 0 | 597 | 712 |
Operating income | 6,016 | 4,557 | 7,704 |
General and administrative expenses | 6,152 | 4,562 | 2,471 |
Expenses related to loans to subsidiaries and other investee | 0 | 2,692 | 1,281 |
Total operating expenses | 6,152 | 7,254 | 3,752 |
Loss (income) before interest and financing income (expenses) | (136) | (2,697) | 3,952 |
Interest and other financial income | 1,005 | 1,093 | 299 |
Interest and other financial expenses | (10,855) | (8,225) | (4,832) |
Income (loss) before income taxes | (9,986) | (9,829) | (581) |
Income tax benefit (expense) | (2,771) | (324) | (1,140) |
Equity income (loss) from subsidiaries | 71,955 | 23,863 | (41,818) |
Net income (loss) attributable to ARKO Corp. | 59,198 | 13,710 | (43,539) |
Accretion of redeemable preferred stock | 0 | (3,120) | 0 |
Series A redeemable preferred stock dividends | (5,735) | (157) | 0 |
Net income attributable to common shareholders | $ 53,463 | $ 10,433 | $ (43,539) |
Schedule I - Condensed statem_2
Schedule I - Condensed statements of comprehensive income (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Statement Of Income Captions [Line Items] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Other comprehensive income (loss): | |||
Comprehensive income (loss) attributable to ARKO Corp. | 59,198 | 18,385 | (39,019) |
Parent Company | |||
Condensed Statement Of Income Captions [Line Items] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 59,198 | 13,710 | (43,539) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 0 | 4,675 | 4,520 |
Total other comprehensive income | 0 | (4,675) | (4,520) |
Comprehensive income (loss) attributable to ARKO Corp. | $ 59,198 | $ 18,385 | $ (39,019) |
Schedule I - Condensed Statem_3
Schedule I - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Deferred income taxes | 4,848 | (4,747) | 4,299 |
Depreciation and amortization | 97,194 | 74,396 | 62,404 |
Foreign currency (gain) loss | (1,320) | 6,754 | 10,158 |
Share-based compensation | 5,804 | 1,891 | 516 |
Fair value adjustment of financial assets and liabilities | 3,821 | (1,014) | 0 |
Other operating activities, net | 677 | 115 | 0 |
Changes in assets and liabilities: | |||
Decrease (increase) in other current assets | (5,421) | (7,864) | 7,212 |
Increase in other current liabilities | 7,867 | 46,303 | 5,064 |
Net cash provided by operating activities | 159,191 | 173,842 | 43,297 |
Cash flows from investing activities: | |||
Net cash used in investing activities | (171,777) | (407,551) | (73,040) |
Cash flows from financing activities: | |||
Receipt of long term debt, net | 484,089 | 570,207 | 50,934 |
Issuance of shares in Merger Transaction | 0 | 57,997 | 0 |
Payment of Merger Transaction issuance costs | (4,773) | 0 | 0 |
Issuance of redeemable preferred stock, net | 0 | 96,880 | 0 |
Dividends paid on redeemable preferred stock | (5,892) | 0 | 0 |
Buyback of long-term debt | 0 | (1,995) | 0 |
Proceeds from issuance of rights, net | 0 | 11,332 | 0 |
Net cash provided by financing activities | (26,384) | 491,048 | 31,693 |
Net increase in cash and cash equivalents and restricted cash | (38,970) | 257,339 | 1,950 |
Effect of exchange rate on cash and cash equivalents and restricted cash | 1,464 | 2,875 | 1,263 |
Cash and cash equivalents and restricted cash, beginning of year | 312,977 | 52,763 | 49,550 |
Cash and cash equivalents and restricted cash, end of year | 272,543 | 312,977 | 52,763 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents, beginning of year | 293,666 | 32,117 | 29,891 |
Restricted cash with respect to bonds, beginning of year | 2,782 | 6,223 | 5,910 |
Cash and cash equivalents and restricted cash, beginning of year | 312,977 | 52,763 | 49,550 |
Cash and cash equivalents, end of year | 252,141 | 293,666 | 32,117 |
Restricted cash with respect to bonds, end of year | 0 | 2,782 | 6,223 |
Cash and cash equivalents and restricted cash, end of year | 272,543 | 312,977 | 52,763 |
Supplementary cash flow information: | |||
Cash received for interest | 428 | 1,323 | 1,809 |
Cash paid for interest | 51,495 | 40,026 | 30,622 |
Cash paid for taxes | 14,912 | 1,163 | 2,784 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 8,210 | 7,224 | 2,941 |
Purchase of property and equipment under leases | 23,730 | 29,625 | 16,893 |
Parent Company | |||
Cash flows from operating activities: | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 59,198 | 13,710 | (43,539) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Equity (income) loss from subsidiaries | (71,955) | (23,863) | 41,818 |
Deferred income taxes | 519 | (130) | 0 |
Amortization debt discount and premium | 152 | (331) | (409) |
Depreciation and amortization | 0 | 8 | 11 |
Foreign currency (gain) loss | (4,656) | 4,703 | 1,645 |
Share-based compensation | 868 | 1,891 | 516 |
Fair value adjustment of financial assets and liabilities | 5,021 | 107 | 0 |
Other operating activities, net | 0 | (38) | 0 |
Changes in assets and liabilities: | |||
Decrease (increase) in other current assets | (1,586) | 942 | (15) |
Increase in other current liabilities | (3,713) | 490 | 707 |
Net cash provided by operating activities | 8,726 | (2,511) | (650) |
Cash flows from investing activities: | |||
Loans to investees | (450,000) | (68,939) | (174) |
Repayments of loans to subsidiaries and other investees | 0 | 109,946 | 14,133 |
Investment in subsidiary | 0 | (107,299) | 0 |
Other | 0 | 0 | (3) |
Net cash used in investing activities | (450,000) | (66,292) | 13,956 |
Cash flows from financing activities: | |||
Receipt of long term debt, net | 442,737 | 0 | 0 |
Issuance of shares in Merger Transaction | 0 | 60,318 | 0 |
Payment of Merger Transaction issuance costs | 4,773 | 0 | 0 |
Issuance of redeemable preferred stock, net | 0 | 96,880 | 0 |
Dividends paid on redeemable preferred stock | 5,892 | 0 | 0 |
Repayment of long-term debt | (2,017) | (10,953) | (10,861) |
Buyback of long-term debt | 0 | (1,995) | 0 |
Proceeds from issuance of rights, net | 0 | 11,332 | 0 |
Other | 0 | (18) | |
Net cash provided by financing activities | 430,055 | 155,582 | (10,879) |
Net increase in cash and cash equivalents and restricted cash | 28,671 | 86,779 | 2,427 |
Effect of exchange rate on cash and cash equivalents and restricted cash | 0 | 2,875 | 1,263 |
Cash and cash equivalents and restricted cash, beginning of year | 117,179 | 27,525 | 23,835 |
Cash and cash equivalents and restricted cash, end of year | 88,508 | 117,179 | 27,525 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents, beginning of year | 117,179 | 21,302 | 17,925 |
Restricted cash with respect to bonds, beginning of year | 0 | 6,223 | 5,910 |
Cash and cash equivalents and restricted cash, beginning of year | 117,179 | 27,525 | 23,835 |
Cash and cash equivalents, end of year | 88,508 | 117,179 | 21,302 |
Restricted cash with respect to bonds, end of year | 0 | 0 | 6,223 |
Cash and cash equivalents and restricted cash, end of year | 88,508 | 117,179 | 27,525 |
Supplementary cash flow information: | |||
Cash received for interest | 1,404 | 2,340 | 6,714 |
Cash paid for interest | 14 | 3,840 | 4,266 |
Cash paid for taxes | 6,175 | 305 | 1,123 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 1,765 | 2,190 | 0 |
Issuance of shares | 3,000 | 0 | 0 |
Ares Put Option | 0 | 9,201 | 0 |
Purchase of property and equipment under leases | $ 0 | $ 0 | $ 49 |
Summary Of Parent Only Condense
Summary Of Parent Only Condensed Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Noncurrent | $ 136,853 | $ 96,621 |
Total liabilities | 2,588,599 | 2,448,389 |
Total shareholders' equity | 253,452 | 191,581 |
Previously Reported | ||
Other Liabilities Noncurrent | 70,166 | |
Total liabilities | 2,421,934 | |
Adjustment | ||
Other Liabilities Noncurrent | 26,455 | |
Total liabilities | 26,455 | |
Parent Company [Member] | ||
Other Liabilities Noncurrent | 41,307 | 36,286 |
Total liabilities | 493,132 | 49,650 |
Total shareholders' equity | $ 253,452 | 191,581 |
Parent Company [Member] | Previously Reported | ||
Other Liabilities Noncurrent | 9,831 | |
Total liabilities | 23,195 | |
Total shareholders' equity | 218,036 | |
Parent Company [Member] | Adjustment | ||
Other Liabilities Noncurrent | 26,455 | |
Total liabilities | 26,455 | |
Total shareholders' equity | $ (26,455) |
Summary Of Parent Only Conden_2
Summary Of Parent Only Condensed Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest and other financial income | $ 3,005 | $ 1,768 | $ 1,451 |
Loss (income) before income taxes | 70,875 | 30,409 | (40,488) |
Sale and Leaseback Transaction, Gain (Loss), Net | 59,427 | 30,639 | (47,162) |
Previously Reported | |||
Interest and other financial income | 1,245 | ||
Loss (income) before income taxes | 29,886 | ||
Sale and Leaseback Transaction, Gain (Loss), Net | 30,116 | ||
Adjustment | |||
Interest and other financial income | 523 | ||
Loss (income) before income taxes | 523 | ||
Sale and Leaseback Transaction, Gain (Loss), Net | 523 | ||
Parent Company [Member] | |||
Interest and other financial income | 1,005 | 1,093 | 299 |
Loss (income) before income taxes | (9,986) | (9,829) | (581) |
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,198 | 13,710 | $ (43,539) |
Parent Company [Member] | Previously Reported | |||
Interest and other financial income | 570 | ||
Loss (income) before income taxes | (10,352) | ||
Sale and Leaseback Transaction, Gain (Loss), Net | 13,187 | ||
Parent Company [Member] | Adjustment | |||
Interest and other financial income | 523 | ||
Loss (income) before income taxes | 523 | ||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 523 |
Summary Of Parent Only Conden_3
Summary Of Parent Only Condensed Statement of Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Comprehensive income (loss) | 59,427 | 35,314 | (42,642) |
Previously Reported | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 30,116 | ||
Comprehensive income (loss) | 34,791 | ||
Adjustment | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 523 | ||
Comprehensive income (loss) | 523 | ||
Parent Company [Member] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,198 | 13,710 | $ (43,539) |
Comprehensive income (loss) | 18,385 | ||
Parent Company [Member] | Previously Reported | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 13,187 | ||
Comprehensive income (loss) | 17,862 | ||
Parent Company [Member] | Adjustment | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 523 | ||
Comprehensive income (loss) | $ 523 |
Summary Of Parent Only Conden_4
Summary Of Parent Only Condensed Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sale and Leaseback Transaction, Gain (Loss), Net | $ 59,427 | $ 30,639 | $ (47,162) |
Fair value adjustment related to financial liabilities | 3,821 | (1,014) | 0 |
Previously Reported | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 30,116 | ||
Fair value adjustment related to financial liabilities | (491) | ||
Adjustment | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 523 | ||
Fair value adjustment related to financial liabilities | (523) | ||
Parent Company [Member] | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 59,198 | 13,710 | (43,539) |
Fair value adjustment related to financial liabilities | $ 5,021 | 107 | $ 0 |
Parent Company [Member] | Previously Reported | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 13,187 | ||
Fair value adjustment related to financial liabilities | 630 | ||
Parent Company [Member] | Adjustment | |||
Sale and Leaseback Transaction, Gain (Loss), Net | 523 | ||
Fair value adjustment related to financial liabilities | $ (523) |