Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Feb. 23, 2023 | |
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, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39828 | |
Entity Registrant Name | ARKO Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2784337 | |
Entity Address, Address Line One | 8565 Magellan Parkway | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23227-1150 | |
City Area Code | 804 | |
Local Phone Number | 730-1568 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 120,168,125 | |
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 2023 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, 2022 . | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Public Float | $ 681.1 | |
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 298,529 | $ 252,141 |
Restricted cash | 18,240 | 20,402 |
Short-term investments | 2,400 | 58,807 |
Trade receivables, net | 118,140 | 62,342 |
Inventory | 221,951 | 197,836 |
Other current assets | 87,873 | 92,095 |
Total current assets | 747,133 | 683,623 |
Non-current assets: | ||
Property and equipment, net | 645,809 | 548,969 |
Right-of-use assets under operating leases | 1,203,188 | 1,064,982 |
Right-of-use assets under financing leases, net | 182,113 | 192,378 |
Goodwill | 217,297 | 197,648 |
Intangible assets, net | 197,123 | 185,993 |
Equity investment | 2,924 | 2,998 |
Deferred tax asset | 22,728 | 41,047 |
Other non-current assets | 36,855 | 24,637 |
Total assets | 3,255,170 | 2,942,275 |
Current liabilities: | ||
Long-term debt, current portion | 11,944 | 40,384 |
Accounts payable | 217,370 | 172,918 |
Other current liabilities | 154,097 | 137,488 |
Operating leases, current portion | 57,563 | 51,261 |
Financing leases, current portion | 5,457 | 6,383 |
Total current liabilities | 446,431 | 408,434 |
Non-current liabilities: | ||
Total long-term debt, net | 740,043 | 676,625 |
Asset retirement obligation | 64,909 | 58,021 |
Operating leases | 1,218,045 | 1,076,905 |
Financing leases | 225,907 | 229,215 |
Deferred tax liability | 0 | 2,546 |
Other non-current liabilities | 178,945 | 136,853 |
Total liabilities | 2,874,280 | 2,588,599 |
Commitments and contingencies - see Note 13 | ||
Series A redeemable preferred stock (no par value) - authorized: 1,000 shares; issued and outstanding: 1,000 shares and 1,000 shares, respectively; redemption value: $100,000 and $100,000, in the aggregate respectively | 100,000 | 100,000 |
Shareholders' equity: | ||
Common stock (par value $0.0001) - authorized: 400,000 shares; issued: 124,727 and 124,428 shares, respectively; outstanding: 120,074 and 124,428 shares, respectively | 12 | 12 |
Treasury stock, at cost - 4,653 and 0 shares, respectively | (40,042) | 0 |
Additional paid-in capital | 229,995 | 217,675 |
Accumulated other comprehensive income | 9,119 | 9,119 |
Retained earnings | 81,750 | 26,646 |
Total shareholders' equity | 280,834 | 253,452 |
Non-controlling interest | 56 | 224 |
Total equity | 280,890 | 253,676 |
Total liabilities, redeemable preferred stock and equity | $ 3,255,170 | $ 2,942,275 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 124,727,000 | 124,428,000 |
Common stock shares outstanding | 120,074,000 | 124,428,000 |
Treasury stock, shares | 4,653,000 | 0 |
Series A Redeemable Temporary Equity [Member] | ||
Temporary equity, par value | $ 0 | $ 0 |
Temporary equity, shares authorized | 1,000,000 | 1,000,000 |
Temporary equity, shares issued | 1,000,000 | 1,000,000 |
Temporary equity, shares outstanding | 1,000,000 | 1,000,000 |
Temporary equity, redemption value | $ 100,000 | $ 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | |||
Total revenues | $ 9,142,799 | $ 7,417,398 | $ 4,010,232 |
Operating expenses: | |||
Fuel costs | 6,856,651 | 5,275,907 | 2,131,416 |
Merchandise costs | 1,146,423 | 1,143,494 | 1,088,032 |
Store operating expenses | 721,174 | 630,518 | 532,422 |
General and administrative expenses | 139,969 | 124,667 | 94,424 |
Depreciation and amortization | 101,752 | 97,194 | 74,396 |
Total operating expenses | 8,965,969 | 7,271,780 | 3,920,690 |
Other income, net | 9,816 | 3,536 | 9,228 |
Operating income | 167,014 | 142,082 | 80,314 |
Interest and other financial income | 3,178 | 3,005 | 1,768 |
Interest and other financial expenses | (62,583) | (74,212) | (51,673) |
Income (Loss) before income taxes | 107,609 | 70,875 | 30,409 |
Income tax benefit (expense) | (35,557) | (11,634) | 1,499 |
(Loss) income from equity investment | (74) | 186 | (1,269) |
Net income | 71,978 | 59,427 | 30,639 |
Less: Net income attributable to non-controlling interests | 231 | 229 | 16,929 |
Net income attributable to ARKO Corp. | 71,747 | 59,198 | 13,710 |
Accretion of redeemable preferred stock | 0 | 0 | (3,120) |
Series A redeemable preferred stock dividends | (5,750) | (5,735) | (157) |
Net income attributable to common shareholders | $ 65,997 | $ 53,463 | $ 10,433 |
Net income per share attributable to common shareholders - basic | $ 0.54 | $ 0.43 | $ 0.15 |
Net income per share attributable to common shareholders - diluted | $ 0.53 | $ 0.42 | $ 0.15 |
Weighted average shares outstanding: | |||
Basic | 121,476 | 124,412 | 71,074 |
Diluted | 123,224 | 125,437 | 71,074 |
Fuel Revenue [Member] | |||
Revenues: | |||
Total revenues | $ 7,401,090 | $ 5,714,333 | $ 2,452,401 |
Merchandise Revenue [Member] | |||
Revenues: | |||
Total revenues | 1,647,642 | 1,616,404 | 1,494,342 |
Other Revenue [Member] | |||
Revenues: | |||
Total revenues | $ 94,067 | $ 86,661 | $ 63,489 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 71,978 | $ 59,427 | $ 30,639 |
Other comprehensive income: | |||
Foreign currency translation adjustments | 0 | 0 | 4,675 |
Total other comprehensive income | 0 | 0 | 4,675 |
Comprehensive income (loss) | 71,978 | 59,427 | 35,314 |
Less: Comprehensive income (loss) attributable to non-controlling interests | 231 | 229 | 16,929 |
Comprehensive income attributable to ARKO Corp. | $ 71,747 | $ 59,198 | $ 18,385 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total Shareholders' Equity [Member] | Non-Controlling Interests [Member] |
Balance at Dec. 31, 2019 | $ 194,890 | $ 6 | $ 0 | $ 104,686 | $ 4,444 | $ (43,363) | $ 65,773 | $ 129,117 |
Balance, shares at Dec. 31, 2019 | 65,541 | |||||||
Share-based compensation | 1,891 | $ 0 | 0 | 1,891 | 0 | 0 | 1,891 | 0 |
Issuance of shares to employees | 200 | |||||||
Conversion of convertible bonds | 137 | $ 0 | 0 | 137 | 0 | 0 | 137 | 0 |
Conversion of convertible bonds, shares | 29 | |||||||
Issuance of rights | 11,325 | $ 1 | 0 | 11,324 | 0 | 0 | 11,325 | 0 |
Issuance of rights, shares | 5,749 | |||||||
Transactions with non-controlling interests | 17,830 | $ 0 | 0 | 6,361 | 0 | 0 | 6,361 | 11,469 |
Purchase of non-controlling interest in GPMP | (93,074) | 0 | 0 | (19,092) | 0 | 0 | (19,092) | (73,982) |
Distributions to non-controlling interests | (8,710) | 0 | 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 | 0 | 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 | |||||||
Accretion and accrued dividends on redeemable preferred stock | (3,277) | $ 0 | 0 | (3,277) | 0 | 0 | (3,277) | 0 |
Vesting of restricted share units, Shares | 187 | |||||||
Issuance of shares to employees | 0 | |||||||
Other comprehensive income | 4,675 | $ 0 | 0 | 0 | 4,675 | 0 | 4,675 | 0 |
Net income | 30,639 | 0 | 0 | 0 | 0 | 13,710 | 13,710 | 16,929 |
Balance at Dec. 31, 2020 | 191,420 | $ 12 | 0 | 212,103 | 9,119 | (29,653) | 191,581 | (161) |
Balance, shares at Dec. 31, 2020 | 124,132 | |||||||
Share-based compensation | 5,804 | $ 0 | 0 | 5,804 | 0 | 0 | 5,804 | 0 |
Transactions with non-controlling interests | 0 | 0 | 0 | (396) | 0 | 0 | (396) | 396 |
Distributions to non-controlling interests | (240) | 0 | 0 | 0 | 0 | 0 | 0 | (240) |
Dividends on redeemable preferred stock | (5,735) | 0 | 0 | (2,836) | 0 | (2,899) | (5,735) | 0 |
Issuance of shares to employees | 3,000 | $ 0 | 0 | 3,000 | 0 | 0 | 3,000 | 0 |
Issuance of shares to employees, shares | 296 | |||||||
Other comprehensive income | 0 | |||||||
Net income | 59,427 | $ 0 | 0 | 0 | 0 | 59,198 | 59,198 | 229 |
Balance at Dec. 31, 2021 | 253,676 | $ 12 | 0 | 217,675 | 9,119 | 26,646 | 253,452 | 224 |
Balance, shares at Dec. 31, 2021 | 124,428 | |||||||
Share-based compensation | 12,161 | $ 0 | 0 | 12,161 | 0 | 0 | 12,161 | 0 |
Transactions with non-controlling interests | 0 | 0 | 0 | 159 | 0 | 0 | 159 | (159) |
Distributions to non-controlling interests | (240) | 0 | 0 | 0 | 0 | 0 | 0 | (240) |
Dividends on redeemable preferred stock | (5,750) | 0 | 0 | 0 | 0 | (5,750) | (5,750) | 0 |
Dividends declared (9 cents per share) | (10,893) | 0 | 0 | 0 | 0 | (10,893) | (10,893) | 0 |
Common stock repurchased | (40,042) | $ 0 | (40,042) | 0 | 0 | 0 | (40,042) | 0 |
Common stock repurchased, Shares | (4,653) | |||||||
Vesting of restricted share units | 0 | 0 | 0 | 0 | ||||
Vesting of restricted share units, Shares | 286 | |||||||
Issuance of shares to employees | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of shares to employees, shares | 13 | |||||||
Other comprehensive income | 0 | |||||||
Net income | 71,978 | $ 0 | 0 | 0 | 0 | 71,747 | 71,747 | 231 |
Balance at Dec. 31, 2022 | $ 280,890 | $ 12 | $ (40,042) | $ 229,995 | $ 9,119 | $ 81,750 | $ 280,834 | $ 56 |
Balance, shares at Dec. 31, 2022 | 120,074 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 71,978 | $ 59,427 | $ 30,639 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 101,752 | 97,194 | 74,396 |
Deferred income taxes | 22,300 | 4,848 | (4,747) |
Loss on disposal of assets and impairment charges | 5,731 | 1,384 | 6,060 |
Foreign currency (gain) loss | 227 | (1,320) | 6,754 |
Amortization of deferred financing costs, debt discount and premium | 2,514 | 9,304 | 2,236 |
Amortization of deferred income | (9,724) | (10,327) | (7,650) |
Accretion expense | 1,833 | 1,705 | 1,359 |
Non-cash rent | 7,903 | 6,359 | 7,051 |
Charges to allowance for credit losses | 659 | 601 | 260 |
Loss (income) from equity investment | 74 | (186) | 1,269 |
Share-based compensation | 12,161 | 5,804 | 1,891 |
Fair value adjustment of financial assets and liabilities | (3,396) | 3,821 | (1,014) |
Other operating activities, net | 775 | 677 | 115 |
Changes in assets and liabilities: | |||
Increase in trade receivables | (50,229) | (16,003) | (24,010) |
(Increase) decrease in inventory | (6,850) | (21,816) | 6,618 |
Decrease (increase) in other current assets | 1,476 | (5,421) | (7,864) |
Increase in accounts payable | 31,645 | 16,813 | 26,893 |
Decrease (increase) in other current liabilities | 6,884 | 7,867 | 46,303 |
Decrease in asset retirement obligation | (95) | (130) | (393) |
Increase (decrease) in non-current liabilities | 11,638 | (1,410) | 7,676 |
Net cash provided by (used in) operating activities | 209,256 | 159,191 | 173,842 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (98,595) | (226,205) | (44,646) |
Purchase of intangible assets | (176) | (246) | (30) |
Proceeds from sale of property and equipment | 287,901 | 284,854 | 1,302 |
Business acquisitions, net of cash | (419,726) | (203,070) | (363,988) |
Prepayment for WTG Acquisition | (4,000) | 0 | 0 |
Decrease (increase) of investments, net | 58,934 | (27,110) | 0 |
Loans to equity investment, net | 174 | 0 | (189) |
Net cash provided by (used in) investing activities | (175,488) | (171,777) | (407,551) |
Cash flows from financing activities: | |||
Receipt of long term debt, net | 70,896 | 484,089 | 570,207 |
Repayment of debt | (45,948) | (531,834) | (58,792) |
Lines of credit, net | 0 | 0 | (83,515) |
Repayment of related-party loans | 0 | 0 | (4,517) |
Buyback of long-term debt | 0 | 0 | (1,995) |
Principal payments on financing leases | (6,543) | (8,094) | (8,116) |
Proceeds from sale-leaseback | 54,988 | 44,188 | 0 |
Proceeds from issuance of rights, net | 0 | 0 | 11,332 |
Purchase of non-controlling interest in GPMP | 0 | 0 | (99,048) |
Investment of non-controlling interest in subsidiary | 0 | 0 | 19,325 |
Payment of Additional Consideration | (5,913) | (3,828) | 0 |
Payment of Merger Transaction issuance costs | 0 | (4,773) | 0 |
Common stock repurchased | (40,042) | 0 | 0 |
Issuance of shares in Merger Transaction | 0 | 0 | 57,997 |
Issuance of redeemable preferred stock, net | 0 | 0 | 96,880 |
Dividends paid on common stock | (10,893) | 0 | 0 |
Dividends paid on redeemable preferred stock | (5,750) | (5,892) | 0 |
Distributions to non-controlling interests | (240) | (240) | (8,710) |
Net cash provided by (used in) financing activities | 10,555 | (26,384) | 491,048 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 44,323 | (38,970) | 257,339 |
Effect of exchange rate on cash and cash equivalents and restricted cash | (97) | (1,464) | 2,875 |
Cash and cash equivalents and restricted cash, beginning of year | 272,543 | 312,977 | 52,763 |
Cash and cash equivalents and restricted cash, end of year | 316,769 | 272,543 | 312,977 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents, beginning of year | 252,141 | 293,666 | 32,117 |
Restricted cash, beginning of year | 20,402 | 16,529 | 14,423 |
Restricted cash with respect to bonds, beginning of year | 0 | 2,782 | 6,223 |
Cash and cash equivalents, end of year | 298,529 | 252,141 | 293,666 |
Restricted cash, end of year | 18,240 | 20,402 | 16,529 |
Restricted cash with respect to bonds, end of year | 0 | 0 | 2,782 |
Cash and cash equivalents and restricted cash, end of year | 316,769 | 272,543 | 312,977 |
Supplementary cash flow information: | |||
Cash received for interest | 1,964 | 428 | 1,323 |
Cash paid for interest | 57,653 | 51,495 | 40,026 |
Cash received for taxes | 283 | 226 | 1,856 |
Cash paid for taxes | 6,747 | 14,912 | 1,163 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 6,668 | 8,210 | 7,224 |
Purchases of equipment in accounts payable and accrued expenses | 9,007 | 7,569 | 4,805 |
Purchase of property and equipment under leases | 21,534 | 23,730 | 29,625 |
Disposals of leases of property and equipment | 19,885 | 4,465 | 7,593 |
Issuance of shares | 0 | 3,000 | 0 |
Receipt of related-party receivable payment offset by related-party loan payments | 0 | 0 | 7,133 |
Ares Put Option | $ 0 | $ 0 | $ 9,201 |
General
General | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
General | 1. General ARKO Corp. (the “Company”) is a Delaware corporation whose common stock, par value $ 0.0001 per share (“common stock”) and publicly-traded warrants are listed on the Nasdaq Stock Market (“Nasdaq”) under the symbols “ARKO” and “ARKOW,” respectively. 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 primarily engaged directly and through fully owned and controlled subsidiaries (directly or indirectly) in retail activity, which includes the operations of a chain of convenience stores, most of which include adjacent gas stations. The Company is also engaged in wholesale activity, which includes the supply of fuel to gas stations operated by third parties and following the closing of the Quarles Acquisition (as defined in Note 4) on July 22, 2022, in fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. As of December 31, 2022, GPM’s activity included the operation of 1,404 retail convenience stores, the supply of fuel to 1,674 gas stations operated by independent dealers and the operation of 183 cardlock locations throughout 34 states and the District of Columbia in the Mid-Atlantic, Midwestern, Northeastern, Southeastern and Southwestern United States (“U.S.”). The Company has four reportable segments: retail, wholesale, fleet fueling, and GPMP. Refer to Note 23 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 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, common stock amounts 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, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation All significant intercompany balances and transactions have been eliminated in the 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 unrestricted highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents, of which there were $ 207.5 million and $ 0.7 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 , $ 0.5 million and $ 0.7 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. Trade Receivables The majority of trade receivables are typically from independent dealers, fleet fueling customers, 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 one to 30 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, 2022, 2021 and 2020 . 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. 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 $ 3.7 million, $ 3.2 million and $ 4.7 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, 2022, 2021 and 2020 , respectively. No impairment was recognized for long-lived intangible assets during the years ended December 31, 2022, 2021 and 2020 . 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, with a weighted average remaining amortization period as of December 31, 2022, as follows: Range in Years Weighted Average Remaining Amortization Period Goodwill Indefinite life Indefinite life Trade names 5 3 Wholesale fuel supply contracts 4 to 14 10 Third-party cardlock site contracts 2 2 Option to acquire ownership rights 6 to 15 8 Option to develop stores 5 0.5 Non-contractual customer relationships 20 20 Liquor licenses Indefinite life Indefinite life Franchise rights 9 to 20 14 Goodwill is reviewed annually on October 1 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 completed the annual impairment analyses for goodwill for the years ended December 31, 2022, 2021 and 2020 , 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 GPM Petroleum LP (“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 the investee’s operations to determine whether to use the equity method of accounting. Investees over which the Company determines that the Company has significant influence are accounted for as equity method investment. The Company evaluates its equity method investment 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, 2022 , Ligad owed the Company approximately $ 0.7 million, bearing interest at the prime rate plus 1 %, and payable on December 31, 2023 . 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 $ 0.3 million and granted another third party an option, as amended, that it may exercise until September 2023 , pursuant to which such third party may purchase the leased properties for consideration of approximately $ 7.5 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, financial derivative instruments, 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 to which the Company is entitled. When the consideration amount received from the customer exceeds the amounts recognized as revenue, the Company recognizes a contract liability for the excess. An asset is recognized related to the costs incurred to obtain a contract (i.e. sales commissions) if the costs are specifically identifiable to a contract, the costs will result in enhancing resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The Company expenses the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less. The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as agent, revenue is recorded on a net basis. 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 $ 1,015.2 million , $ 1,004.8 million and $ 584.6 million for 2022, 2021 and 2020, 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 $ 0.9 million and $ 1.5 million as of December 31, 2022 and 2021, 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 customer. Wholesale • Consignment arrangements— In arrangements of this type, the Company owns the fuel until the date of sale to the final customer, and the gross profit 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. In certain cases, gross profit is split based on a percentage and in others, the Company pays a fixed fee per gallon to 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 which is the date of transfer of ownership of the fuel to the independent dealer. 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 and a margin, with the Company generally retaining any prompt pay discounts and rebates. Fleet Fueling • Fuel revenue from cardlock locations —Revenues from the sale of fuel, less applicable discounts, are recognized upon delivery of the fuel, which is the point at which control and title are 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. At third-party cardlock locations, the Company remains the owner of the fuel until the date of sale to the customer. Transaction prices for these products are typically at market rates for the products at the time of delivery. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. • Commissions on proprietary fuel cards —The Company receives a commission on the sale of fuel from proprietary fuel cards that provide customers access to a nationwide network of fueling sites. The commission is recognized at the time of the sale to the customer. GPMP • GPMP recognizes fuel revenue upon delivery of the fuel to GPM and its subsidiaries selling fuel (both in the retail and wholesale segments) and a fixed fee charged to sites in the fleet fueling segment, all of which is eliminated in consolidation. Refer to Note 23 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 primarily utilizes third-party carriers to transport fuel inventory to each 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 to the Company by merchandise suppliers and 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 reduction of merchandise or 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 amount received or grant to the supplier based on the amortization schedule as defined in each applicable agreement. These amounts 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, 2022 2021 2020 (in thousands) Fuel products - Supplier A $ 974,156 $ 776,314 $ 312,231 Fuel products - Supplier B 870,982 638,928 256,606 Fuel products - Supplier C 758,856 * * Merchandise products - Supplier D 664,438 645,257 653,994 * Purchases did not exceed 10 % in period 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, 2022, 2021 and 2020 were $ 5.2 million, $ 4.4 million and $ 3.8 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. 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. Derivative Instruments and Hedging Activities The Company accounts for financial derivative instruments at fair value and applies hedge accounting rules when applicable. The Company utilizes derivative instruments related to ultra-low sulfur diesel to offset changes in the fair value of its firm commitments to purchase diesel fuel that is ultimately delivered to certain of its fleet fueling sites. These instruments are accounted for as fair value hedges of a firm commitment upon proper qualification. The Company assesses at inception and on an ongoing basis whether a derivative instrument accounted for as a hedge is highly effective in offsetting changes in the fair value of the hedged item (that is, the unrecognized firm commitment). The gain or loss on the hedging instrument is recognized currently in earnings within fuel costs in the consolidated statement of operations, for the period in which the changes in fair value occur. The gain or loss (that is, the change in fair value) on the hedged item attributable to the hedged risk designated as being hedged adjusts the carrying amount of the related hedged item and is simultaneously recognized in earnings within fuel costs in the consolidated statement of operations, as an adjustment to the carrying amount of that hedged item (that is, the Company recognizes as assets or liabilities the changes in the fair value of the firm commitment that are attributable to the risk being hedged and that arise while the hedge of the firm commitment exists). When the underlying assets are purchased in accordance with the terms of the hedged firm commitment, the initial cost basis in the acquired assets is adjusted by the amount of the firm commitment that was recognized as an asset or liability under the fair value hedging model. See Note 21 and Note 22 for further information about the Company’s derivatives. 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 basis over the vesting p erio |
GPM Investments, LLC
GPM Investments, LLC | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Limited Partnership | 3. Limited Partnership GPMP commenced its operation in January 2016, and thereafter the following has applied: i. Fuel distribution agreements – GPMP is a party to the majority of the agreements with fuel suppliers relating to the supply of fuel to GPM and its subsidiaries in the retail and wholesale segments, and GPM guarantees the obligations under certain of such agreements. ii. Distribution agreement with GPM – GPM and its subsidiaries related to substantially all of its sites in the retail and wholesale segments 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 of the initial supply agreement and, with respect to acquired sites, for 10 years from the date of the applicable acquisition. iii. GPMP charges a fixed fee to sites in the fleet fueling segment. As of December 31, 2022,and 2021 , GPM, directly and through certain of its wholly owned subsidiaries, held approximately 99.8 % of the limited partnership interests in GPMP and all of the rights in the general partner 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 Riiser Seller currently owes GPM approximately $ 3.375 million with respect to a post-closing adjustment. The Riiser Seller may, at its option, satisfy $ 3.0 million of such adjustment by tendering all of its limited partnership units in GPMP to GPM. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Quarles Acquisition On July 22, 2022 , the Company consummated its acquisition from Quarles Petroleum, Incorporated (“Quarles”) of certain assets (the “Quarles Acquisition”), including 121 proprietary Quarles-branded cardlock sites and 63 third-party cardlock sites for fleet fueling operations, and 46 independent dealer locations, including certain lessee-dealer sites. The total consideration for the Quarles Acquisition as set forth in the purchase agreement was approximately $ 170 million plus the value of inventory on the closing date, subject to customary closing adjustments. The Company financed $ 40 million of the purchase price with the Capital One Line of Credit (as defined in Note 12 below), and Oak Street Real Estate Capital Net Lease Property Fund, LP (“Oak Street”), under the Company ’ s standby real estate purchase, designation and lease program agreement with Oak Street, dated as of May 3, 2021 (as amended, the “Program Agreement”), paid approximately $ 129.3 million of the consideration in exchange for fee simple ownership in 39 sites. At the closing, pursuant to the Program Agreement, the Company amended one of its master leases with Oak Street to add the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $ 20.2 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $ 61.6 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing. The details of the Quarles Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 14,847 GPMP Capital One Line of Credit 40,000 Liability resulting from contingent consideration 826 Consideration provided by Oak Street 129,316 Total consideration $ 184,989 Assets acquired and liabilities: Inventory $ 12,300 Other assets 1,181 Property and equipment, net 146,055 Right-of-use assets under operating leases 32,916 Intangible assets 30,010 Environmental receivables 8 Total assets 222,470 Other liabilities ( 1,168 ) Environmental liabilities ( 316 ) Asset retirement obligations ( 5,195 ) Operating leases ( 30,802 ) Total liabilities ( 37,481 ) Total identifiable net assets 184,989 Goodwill $ - Consideration paid in cash $ 54,847 Consideration provided by Oak Street 129,316 Net cash outflow $ 184,163 The initial accounting treatment of the Quarles 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 acquired and the goodwill resulting from the Quarles Acquisition, mainly due to the limited period of time between the Quarles Acquisition closing date and the date of these consolidated financial statements. Therefore, some of the financial information presented with respect to the Quarles Acquisition in these consolidated financial statements remains subject to change. The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the Quarles Acquisition closing date, including, among other things, a preliminary valuation performed by external consultants for this purpose. The useful life of the wholesale fuel supply contracts was 4.3 years, the useful life of the contracts related to the third-party cardlock sites was two years , and the useful life of the customer relationships related to the proprietary cardlock sites and the proprietary fuel cards that give customers access to a nationwide network of fueling sites was 20 years. The Company’s preliminary accounting treatment of the Quarles Acquisition resulted in no goodwill being recorded. Acquisition-related costs amounting to approximately $ 2.3 million and $ 0.6 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, 2022 and 2021 , respectively. No acquisition-related costs were recognized for the year ended December 31, 2020. Results of operations for the Quarles Acquisition for the period subsequent to the acquisition closing date were reflected in the consolidated statement of operations for the year ended December 31, 2022. For the period from the Quarles Acquisition closing date through December 31, 2022, the Company recognized $ 317.2 million in revenues and $ 13.7 million in net income related to the Quarles Acquisition. Pride Convenience Holdings, LLC Acquisition On December 6, 2022, the Company acquired all of the issued and outstanding membership interests in Pride Convenience Holdings, LLC (“Pride”), which operates 31 convenience stores and gas stations in Connecticut and Massachusetts (the “Pride Acquisition”), pursuant to its purchase agreement with Pride Parent, LLC. The total purchase price for the Pride Acquisition was approximately $ 230.0 million plus the value of inventory at the closing, subject to certain closing adjustments. The Company financed approximately $ 30.0 million of the cash consideration including the value of inventory and other closing adjustments with the Capital One Line of Credit and cash on hand. Oak Street, under the Program Agreement, paid the remaining consideration to acquire the entity holding certain real estate assets of Pride immediately prior to the closing of the Pride Acquisition. At the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. Although Oak Street acquired the entity holding certain real estate assets immediately prior to the Company consummating the Pride Acquisition, for accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $ 34.8 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $ 105.5 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing. The details of the Pride Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 10,669 GPMP Capital One Line of Credit 20,000 Payable to Pride Parent, LLC 3,055 Consideration provided by Oak Street 201,654 Total consideration $ 235,378 Assets acquired and liabilities: Cash and cash equivalents $ 3,591 Trade receivables 6,228 Inventory 5,126 Other assets 951 Property and equipment 204,581 Right-of-use assets under operating leases 2,245 Intangible assets 1,824 Environmental receivables 42 Deferred tax asset 6,527 Total assets 231,115 Accounts payable ( 11,073 ) Other liabilities ( 1,259 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 675 ) Operating leases ( 2,245 ) Total liabilities ( 15,322 ) Total identifiable net assets 215,793 Goodwill $ 19,585 Consideration paid in cash by the Company $ 30,669 Consideration provided by Oak Street 201,654 Less: cash and cash equivalent balances acquired ( 3,591 ) Net cash outflow $ 228,732 The initial accounting treatment of the Pride 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 Pride Acquisition, mainly due to the limited period of time between the Pride Acquisition closing date and the date of these consolidated financial statements. Therefore, some of the financial information presented with respect to the Pride Acquisition in these consolidated financial statements remains subject to change. The Company included identifiable tangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the Pride Acquisition closing date, including, among other things, a preliminary valuation performed by external consultants for this purpose. The useful life of the trade name was five years . The liquor licenses have indefinite useful lives. As a result of the preliminary accounting treatment of the Pride Acquisition, the Company recorded goodwill of approximately $ 19.6 million, all of which was allocated to the GPMP segment and attributable to the opportunities to expand into new geographic locations and add significant volume to the GPMP segment. None of the goodwill recognized is tax deductible for U.S. income tax purposes. Acquisition-related costs amounting to approximately $ 2.2 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statements of operations for the year ended December 31, 2022 . No acquisition-related costs were recognized for the years ended December 31, 2021 and 2020. Results of operations for the Pride Acquisition for the period subsequent to the acquisition closing date were reflected in the consolidated statement of operations for the year ended December 31, 2022. For the period from the Pride Acquisition closing date through December 31, 2022, the Company recognized $ 25.7 million in revenues and $ 1.1 million in net income related to the Pride Acquisition. 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 Intangible assets 2,740 Environmental receivables 46 Deferred tax asset 2,435 Total assets 89,862 Other liabilities ( 213 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 2,448 ) Total liabilities ( 2,731 ) Total identifiable net assets 87,131 Goodwill $ 7,556 Consideration paid in cash by the Company $ 16,191 Consideration provided by the Real Estate Funds 78,496 Less: cash and cash equivalent balances acquired ( 258 ) Net cash outflow $ 94,429 The Company included identifiable tangible and intangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the acquisition closing date, including, among other things, a valuation 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 for the ExpressStop Acquisition were recognized for the years ended December 31, 2022 and 2020. 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 ExpressStop 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 Company-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, 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 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 $ 17,626 Consideration provided by Oak Street 93,202 Total consideration $ 110,828 Assets acquired and liabilities: Cash and cash equivalents $ 50 Inventory 4,754 Other assets 671 Property and equipment 105,824 Right-of-use assets under operating leases 12,047 Intangible assets 1,290 Total assets 124,636 Other liabilities ( 437 ) Environmental liabilities ( 40 ) Asset retirement obligations ( 1,348 ) Operating leases ( 12,047 ) Total liabilities ( 13,872 ) Total identifiable net assets 110,764 Goodwill $ 64 Consideration paid in cash by the Company $ 17,626 Consideration provided by Oak Street 93,202 Less: cash and cash equivalent balances acquired ( 50 ) Net cash outflow $ 110,778 The Company included identifiable tangible and intangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the acquisition closing date, including, among other things, a valuation 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 Handy Mart Acquisition, the Company recorded goodwill of approximately $ 0.06 million, all of which was allocated to the GPMP segment and attributable to the opportunity to add 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 $ 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, 2022 and 2020. 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 Handy Mart 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 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 Company-operated convenience stores and gas stations (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, as amended, 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. For the years ended December 31, 2022 and 2021 , the Company paid the Empire Sellers $ 6.1 million and $ 4.0 million of Additional Consideration, respectively. • 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 following the closing date (the “Earnout Period”): (i) sale and lease to third parties or transfer to Company-operation by GPM of sites with leases to third parties that 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 had 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. The Company paid the Closing Consideration using $ 350 million of proceeds from the Capital One Line of Credit and $ 63 million of proceeds from a term loan under the Ares Credit Agreement, as described in Note 12 below. The details of the business combination were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 11,790 GPMP Capital One Line of Credit 350,000 Liability resulting from Additional Consideration 17,560 Liability resulting from Contingent Consideration 7,205 Total consideration $ 386,555 Assets acquired and liabilities: Cash and cash equivalents $ 174 Inventory 12,464 Other assets 4,898 Property and equipment 109,317 Right-of-use assets under operating leases 210,352 Right-of-use assets under financing leases 15,120 Wholesale fuel supply contracts 194,000 Option to acquire ownership rights 8,446 Other intangible assets 750 Environmental receivables 491 Deferred tax asset 11,459 Total assets 567,471 Other liabilities ( 4,753 ) Environmental liabilities ( 1,278 ) Asset retirement obligations ( 15,168 ) Operating leases ( 202,500 ) Financing leases ( 13,357 ) Total liabilities ( 237,056 ) Total identifiable net assets 330,415 Goodwill $ 56,140 Consideration paid in cash $ 361,790 Less: cash and cash equivalent balances acquired ( 174 ) Net cash outflow $ 361,616 The Company included identifiable tangible and intangible assets and identifiable liabilities at their respective fair values based on the information available to the Company’s management on the closing date, including, among other things, a valuation 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 Empire 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 U.S. income tax purposes. Acquisition-related costs amounting to approximately $ 0.3 million and $ 4.2 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 and 2020 , respectively. No acquisition-related costs were recognized for the year ended December 31, 2022. Results of operations for the acquisition were reflected in the consolidated statement of operations for the year 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. |
Trade Receivables, Net
Trade Receivables, Net | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Trade Receivables, Net | 5. Trade Receivables, Net Trade receivables consisted of the following: As of December 31, 2022 2021 (in thousands) Credit card receivables $ 42,806 $ 30,113 Fleet fueling customer credit accounts receivables, net 33,082 — Independent dealers and customer credit accounts receivables, net 42,252 32,229 Total trade receivables, net $ 118,140 $ 62,342 An allowance for credit losses is provided based on management’s evaluation of outstanding accounts receivable. The Company had reserved $ 1.8 million and $ 1.1 million for uncollectible fleet fueling customers, independent dealers and customer credit accounts receivables as of December 31, 2022 and 2021 , respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consisted of the following: As of December 31, 2022 2021 (in thousands) Fuel inventory $ 80,004 $ 63,102 Merchandise inventory 132,080 126,147 Lottery inventory 9,867 8,587 Total inventory $ 221,951 $ 197,836 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, 2022 | |
Other Assets [Abstract] | |
Other Current Assets | 7. Other Current Assets Other current assets consisted of the following: As of December 31, 2022 2021 (in thousands) Vendor receivables $ 42,711 $ 48,833 Asset resulting from contingent consideration 4,533 3,375 Prepaid expenses 15,543 13,116 Environmental receivables 1,083 1,119 Income tax receivable 800 3,340 Due from related parties 1,151 2,669 Other current assets 22,052 19,643 Total other current assets $ 87,873 $ 92,095 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 8. Property and Equipment, Net Property and equipment consisted of the following: As of December 31, 2022 2021 (in thousands) Land $ 115,276 $ 104,492 Buildings and leasehold improvements 242,265 219,052 Equipment 633,511 508,000 Accumulated depreciation ( 345,243 ) ( 282,575 ) Total property and equipment, net $ 645,809 $ 548,969 Depreciation expense was $ 68.8 million, $ 60.2 million and $ 49.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Standby Real Estate Program On May 3, 2021 , GPM entered into the Program Agreement with Oak Street. Pursuant to the Program Agreement, Oak Street has agreed to purchase, subject to the conditions contained in the Program Agreement, up to $ 1.15 billion of convenience store and gas station real property, s ubject to the conditions contained in the Program Agreement, during the second year of the Program Agreement’s term, which is inclusive of purchase agreements that GPM or an affiliate thereof, may from time to time enter into to acquire convenience stores and gas stations real property from third parties (each, a “Property”). The foregoing $ 1.15 billion limit is in addition to the approximately $ 130 million of funding utilized in July 2022 related to the Quarles Acquisition as described in Note 4. 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 two-year term expiring May 2, 2023, 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 financial statements. 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 in the consolidated statement of operations for the year ended December 31, 2021, 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 in 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets Goodwill The Company reports revenue and operating results for its operating segments: retail, wholesale, fleet fueling and GPMP (see Note 23 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, 2021 $ 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 Goodwill attributable to acquisitions during the year — 19,585 19,585 Goodwill adjustment – Handy Mart Acquisition — 64 64 Ending balance, December 31, 2022 $ 14,861 $ 202,436 $ 217,297 Intangible Assets, Net Intangible assets consisted of the following: As of December 31, 2022 2021 (in thousands) Wholesale fuel supply agreements $ 202,512 $ 198,232 Trade names 37,084 35,760 Options to acquire ownership rights and develop stores 6,372 6,372 Non-contractual customer relationships 25,220 — Other intangibles 21,690 20,473 Accumulated amortization – Wholesale fuel supply agreements ( 40,645 ) ( 23,932 ) Accumulated amortization – Trade names ( 33,060 ) ( 30,341 ) Accumulated amortization – Options to acquire ownership rights and develop stores ( 3,939 ) ( 3,140 ) Accumulated amortization – Non-contractual customer relationships ( 525 ) — Accumulated amortization – Other intangibles ( 17,586 ) ( 17,431 ) $ 197,123 $ 185,993 Franchise rights and liquor licenses of $ 3.1 million and $ 2.5 million as of December 31, 2022 and 2021, respectively, were not being amortized. Amortization expense related to definite lived intangible assets was $ 20.9 million, $ 23.6 million and $ 12.2 million for the years ended December 31, 2022, 2021 and 2020, 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) 2023 $ 20,924 2024 19,954 2025 19,543 2026 19,250 2027 18,009 Thereafter 96,297 $ 193,977 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 10. Other Current Liabilities The components of other current liabilities were as follows: As of December 31, 2022 2021 (in thousands) Accrued employee costs $ 28,298 $ 30,935 Fuel and other taxes 30,491 31,381 Accrued insurance liabilities 9,881 10,986 Accrued expenses 42,955 35,672 Environmental liabilities 3,425 3,459 Deferred vendor income 12,101 11,654 Accrued income taxes payable 4,056 — Due to related parties — 258 Liabilities resulting from Additional and Contingent Consideration 5,674 8,813 Ares Put Option 8,575 — Other accrued liabilities 8,641 4,330 Total other current liabilities $ 154,097 $ 137,488 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 22 below. |
Other Non-current Liabilities
Other Non-current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 (in thousands) Environmental liabilities $ 8,639 $ 9,394 Deferred vendor income 26,715 23,872 Liabilities resulting from Additional and Contingent Consideration 7,256 11,855 Ares Put Option — 8,904 Public Warrants 25,894 23,600 Private Warrants 4,515 7,240 Deferred Shares 1,436 1,563 Financial liabilities 96,864 43,647 Other non-current liabilities 7,626 6,778 Total other non-current liabilities $ 178,945 $ 136,853 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, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt The components of debt were as follows: As of December 31, 2022 2021 (in thousands) Senior Notes $ 443,648 $ 442,889 PNC term loan — 32,385 M&T debt 49,023 43,392 Capital One line of credit 256,430 195,232 Insurance premium notes 2,886 3,111 Total debt, net $ 751,987 $ 717,009 Less current portion ( 11,944 ) ( 40,384 ) Total long-term debt, net $ 740,043 $ 676,625 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 $ 443,648 GPM Investments, LLC PNC Line of Credit Up to $ 140 million Maturity date of December 22, 2027. For revolving advances that are Term SOFR Loans: SOFR Adjusted plus Term SOFR (as defined in the agreement) plus 1.25 % to 1.75 % 0 % to 0.5 % Unused fee - 0.375% or 0.25% if usage is 25% or more 5.71 % None 134,058 unused based on borrowing base None 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 $23.4 million due on the maturity date of June 10, 2026. LIBOR plus 3.0 % 7.31 % $ 31,365 $ 30,860 M&T Equipment Lines of Credit Up to $ 20 million Current balance is being paid in equal monthly installments of approximately $590 thousand (principal and interest) with the balance due on the maturity dates in August and September 2024 and September 2025. Fixed rate 3.58 % to 6.90 % $ 15,411 887 unused $ 15,333 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 % $ 2,854 $ 2,830 GPMP 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. For SOFR Loans: Adjusted Term SOFR (as defined in the agreement) plus 2.25 % to 3.25 % 1.25 % to 2.25 % 0.3 % to 0.50 % 6.58 % $ 258,300 No borrowings under the Alternate Base rate 241,000 unused $ 256,430 Total $ 749,101 Senior Notes 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. Financing Agreements with PNC Bank, National Association (“PNC”) PNC Credit Agreement GPM and certain subsidiaries have a financing arrangement with PNC (as amended, the “PNC Credit Agreement”) that 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 December 20, 2022, GPM entered into an eighth amendment to the PNC Credit Agreement (the “Eighth Amendment”) which effected the following primary changes: (1) extended the maturity date by five years to December 22, 2027; (2) replaced LIBOR with SOFR (as defined in the Eighth Amendment) as an interest rate benchmark, including the replacement of LIBOR Rate Loans, with interest periods of one, two and three months, with adjusted Term SOFR Rate Loans (as defined in the Eighth Amendment), with interest periods of one and three months; (3) revised certain negative covenants to provide additional flexibility, including increased fixed dollar baskets and introduction of basket increases based on average undrawn availability; (4) added cardlock receivables as a portion of the borrowing base under certain circumstances; and (5) increased certain thresholds for events of default. The Company did not incur additional debt or receive any proceeds in connection with the Eighth Amendment. Prior to the Eighth Amendment, the PNC Line of Credit bore interest , as elected by GPM at: (a) LIBOR plus a margin of 1.75% or (b) a rate per annum equal to the alternate base rate plus a margin of 0.5%, which was equal to the greatest of (i) the PNC base rate, (ii) the overnight bank funding rate plus 0.5%, and (iii) LIBOR plus 1.0%, subject to the definitions set in the agreement. Every quarter, the LIBOR margin rate and the alternate base rate margin rate were updated based on the quarterly average undrawn availability of the PNC Line of Credit. The PNC Line of Credit contains customary restrictive covenants and events of default. GPMP PNC Term Loan On August 15, 2022, GPMP repaid in its entirety and voluntarily terminated its term loan and security agreement, dated January 12, 2016 (as amended, the “GPMP PNC Term Loan Agreement”), by and among GPMP, as borrower, certain of the Company’s subsidiaries as guarantors, the lenders party thereto, and PNC, as agent, which had provided for a secured term loan in the aggregate principal amount of $ 32.4 million (the “GPMP PNC Term Loan”). The GPMP PNC Term Loan was scheduled to mature on December 22, 2022; however, the Company elected to prepay all amounts outstanding under the GPMP PNC Term Loan Agreement, upon which prepayment all related security interests were terminated and released. The Company did not incur any early termination penalties in connection with the termination of the GPMP PNC Term Loan Agreement. M&T Bank Credit Agreement On June 24, 2021, GPM amended and restated its credit agreement with M&T Bank (the “M&T Credit Agreement”) and related master covenant agreement. The M&T Credit Agreement includes a three-year $ 20.0 million line of credit for purchases of equipment, which line may be borrowed in tranches, as described below, and $ 35.0 million of real estate loans (the “M&T Term Loan”). The Company has pledged the property of 40 sites and certain equipment as collateral to support the M&T Term Loan. The 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. Financing agreement with a syndicate of banks led by Capital One, National Association In July 2019, GPMP entered into a credit agreement with a syndicate of banks led by Capital One, National Association (as amended, the “Capital One Credit Facility”), which currently provides for a revolving credit facility in an aggregate principal amount of up to $ 500 million (as amended, 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). On December 9, 2022, GPMP entered into an amendment to the Capital One Line of Credit to replace LIBOR with SOFR as an interest rate benchmark. Prior to the amendment, t he Capital One Line of Credit bore interest, as elected by GPMP at: (a) LIBOR plus a margin of 2.25 % to 3.25 % or (b) a rate per annum equal to base rate plus a margin of 1.25 % to 2.25 %, which was equal to the greatest of (i) Capital One’s prime rate, (ii) the one-month LIBOR plus 1.0 %, and (iii) the federal funds rate plus 0.5 %, subject to the definitions set in the agreement. The margin was determined according to a formula in the Capital One Line of Credit that depends on GPMP’s leverage . 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”), in an aggregate principal amount of $225 million, which 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 Ares Term Loan was payable 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 used a portion of the proceeds from the issuance of the Senior Notes to repay in full all of its obligations to Ares and terminate the Ares Credit Agreement. Letters of Credit Financing Facility Annual Cost as of December 31, 2022 Amount Letters of PNC Line of Credit 1.5 % $ 40.0 million $ 5.8 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 under all of the foregoing debt agreements were as follows as of December 31, 2022: Amount (in thousands) 2023 $ 12,165 2024 267,224 2025 5,720 2026 25,128 2027 115 Thereafter 450,464 760,816 Deferred financing costs ( 8,829 ) Total debt $ 751,987 Deferred Financing Costs Deferred financing costs of $ 0.6 million and $ 8.3 million were incurred in the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 , the gross value of deferred financing costs of $ 14.1 million and $ 14.6 million, respectively, and accumulated amortization of $ 4.8 million and $ 3.3 million, respectively, were recorded as a direct reduction from the carrying amount of the associated debt liabilities, with the exception of $ 0.5 million and $ 0.2 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 $ 2.5 million, $ 9.3 million and $ 2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Such amounts were classified as a component of interest and other financial 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 M&T Credit Agreement requires GPM to maintain a leverage ratio and a debt service coverage ratio. The Capital One Credit Facility requires GPMP to maintain certain financial covenants, including a leverage ratio and an interest coverage expense ratio. As of December 31, 2022 , 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, 2022 | |
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 Obligation As part of the fuel operations at its operated convenience stores, at most of the other owned and leased locations leased to independent dealers, certain other independent dealer locations and proprietary cardlock locations, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove a storage tank is recognized over the estimated remaining useful life of the storage tank or the termination of the applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time a storage tank is installed. The 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 storage tanks. The accretion of the asset retirement obligation is recorded in interest and other financial expenses in the consolidated statements of operations. The estimated liability is based upon historical experience in removing storage tanks, estimated tank useful lives, external estimates as to the cost to remove the tanks in the future and current and anticipated federal and state regulatory requirements governing the removal of tanks, and discounted. The 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 storage tanks was as follows: 2022 2021 (in thousands) Beginning Balance as of January 1, $ 58,428 $ 53,235 Acquisitions in year 5,870 3,796 Accretion expense 1,833 1,705 Adjustments ( 727 ) ( 178 ) Retirement of tanks ( 95 ) ( 130 ) Ending Balance as of December 31, (*) $ 65,309 $ 58,428 (*) $ 400 thousand and $ 407 thousand were recorded to other current liabilities in the consolidated balance sheets as of December 31, 2022 and 2021, 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 2032. 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 $ 31.4 million and $ 27.5 million as of December 31, 2022 and 2021, 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. Purchase Commitments In the ordinary course of business, the Company has entered into agreements with fuel 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 light of the reduction in the number of gallons sold since the onset of the COVID-19 pandemic, certain of the Company’s principal fuel suppliers have waived the requirements under their agreements with the Company to purchase minimum quantities of gallons, including such requirements under the incentive agreements from such suppliers. As of December 31, 2022, the reduction in gallons sold did not affect the Company’s ability to receive incentives under the agreements with its principal suppliers. The total future minimum gallon volume purchase requirements from fuel vendors were as follows: Gallons (in thousands) 2023 407,570 2024 293,203 2025 191,155 2026 169,512 2027 169,512 Thereafter 678,049 Total 1,909,001 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 products. 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, 2022 | |
Leases [Abstract] | |
Leases | 14. Leases Lessee As of December 31, 2022 , the Company leased 1,144 of the convenience stores that it operates, 173 independent dealer locations, 113 cardlock locations and certain office and storage spaces, including land and buildings in certain cases . Most of the lease agreements are for long-term periods, ranging from 15 to 20 years, and generally include several renewal options for extension periods for five to 25 years each. Additionally, the Company leases certain store equipment, office equipment, automatic tank gauges and fuel dispensers. As of December 31, 2022 , there are approximately 775 sites which are leased under 38 separate master lease agreements. Master leases with 10 lessors encompass a total of approximately 735 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, with the majority of these lease agreements including an increase in the consumer price index coupled with a multiplier and a percentage increase cap which 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 fuel 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, 2022 2021 2020 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 12,061 $ 13,393 $ 12,743 Interest on lease liabilities 17,041 17,515 17,391 Operating lease costs included in store 142,730 131,106 112,541 Operating lease costs included in general and 1,753 1,652 1,404 Lease cost related to variable lease payments, 2,390 2,037 1,153 Right-of-use asset impairment charges 1,661 1,799 2,352 Total lease costs $ 177,636 $ 167,502 $ 147,584 For the years ended December 31, 2022, 2021 and 2020, total cash outflows for leases amounted to approximately $ 139.0 million , $ 128.4 million and $ 106.3 million for operating leases, respectively, and $ 23.6 million , $ 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, 2022 2021 (in thousands) Operating leases Assets Right-of-use assets under operating leases $ 1,203,188 $ 1,064,982 Liabilities Operating leases, current portion 57,563 51,261 Operating leases 1,218,045 1,076,905 Total operating leases 1,275,608 1,128,166 Weighted average remaining lease term (in years) 14.1 14.1 Weighted average discount rate 7.7 % 7.3 % Financing leases Assets Right-of-use assets $ 232,986 $ 236,963 Accumulated amortization ( 50,873 ) ( 44,585 ) Right-of-use assets under financing leases, net 182,113 192,378 Liabilities Financing leases, current portion 5,457 6,383 Financing leases 225,907 229,215 Total financing leases 231,364 235,598 Weighted average remaining lease term (in years) 23.4 23.8 Weighted average discount rate 7.2 % 7.3 % As of December 31, 2022 , maturities of lease liabilities for operating lease obligations and financing lease obligations having an initial or remaining non-cancellable lease terms in excess of one year were 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) 2023 $ 151,974 $ 21,974 2024 153,275 20,922 2025 154,183 21,039 2026 153,603 20,664 2027 151,580 20,719 Thereafter 1,398,188 424,787 Gross lease payments $ 2,162,803 $ 530,105 Less: imputed interest ( 887,195 ) ( 298,741 ) Total lease liabilities $ 1,275,608 $ 231,364 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. The majority of leases and subleases are 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 $ 22.1 million, $ 20.7 million and $ 11.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Sublease income is included in other revenues, net in the consolidated statements of operations. As of December 31, 2022, 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) 2023 $ 21,449 2024 16,039 2025 14,646 2026 12,799 2027 10,048 Thereafter 31,340 $ 106,321 |
Environmental Liabilities
Environmental Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Liabilities | 15. Environmental Liabilities The Company is subject to certain federal and state environmental laws and regulations associated with sites at which it stores and sells fuel and other fuel products, as well as at owned and leased locations leased or subleased to independent dealers. Costs incurred to comply with federal and state environmental regulations are accounted for as follows: • Annual payments for registration of storage tanks are recorded as prepaid expenses when paid and expensed throughout the year. • Environmental compliance testing costs of 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 storage tanks located at the convenience stores, selected independent dealer locations and certain cardlock 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 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, 2022 and 2021 , environmental obligations totaled $ 12.1 million and $ 12.9 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 changes in federal and/or state environmental regulations. The Company maintains certain environmental insurance policies and participates in various state underground storage tank funds that entitle it to be reimbursed for environmental loss mitigation. Estimated amounts that will be recovered from its insurance policies and various state funds for the exposures totaled $ 4.9 million and $ 5.1 million as of December 31, 2022 and 2021, 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, 2022 were as follows: Payments Recoveries Net (in thousands) 2023 $ 3,425 $ 1,083 $ 2,342 2024 3,911 1,922 1,989 2025 2,185 1,139 1,046 2026 550 148 402 2027 447 122 325 Thereafter 1,546 528 1,018 Total Future Payments and Recoveries $ 12,064 $ 4,942 $ 7,122 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, had been classified through July 31, 2022 as a partnership for U.S. federal and certain state jurisdictions for income tax purposes. In the third quarter of 2022, the Company, in order to streamline business operations and provide long term synergies and other cost savings, approved an internal entity realignment and streamlining of certain direct and indirect subsidiaries. The internal realignment involved a series of steps, the majority of which were completed by the end of the third quarter of 2022. As part of the internal restructuring plan, the tax status of certain subsidiaries changed from nontaxable to taxable. Accordingly, the recognition and derecognition of certain deferred taxes are reflected in the continuing operations as of the date on which the change in tax status occurred. The Company recorded a one-time non-cash tax expense in the amount of approximately $ 8.9 million for the year ended December 31, 2022 in connection with the internal entity realignment. The recording of this deferred tax expense aligned the Company’s deferred tax assets and liabilities to reflect the temporary differences between the financial statement and tax basis of the Company’s assets and liabilities at the time of the change in status. As a result of the internal entity realignment, effec tive July 31, 2022, Arko Convenience Stores, LLC, a wholly owned subsidiary of the Company, became the 100 % owner of GPM, which was then classified as a disregarded entity for U.S. federal 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, 2022 , the Company has recorded a deferred tax asset of $ 5.3 million reflecting the benefit of $ 33.1 million in loss carryforwards and $ 5.1 million in tax credits. The deferred tax assets expire as follows: Amount Expiration Date (in thousands) Domestic state NOL $ 11,602 2032 - Indefinite Foreign NOL 18,963 Indefinite life Foreign capital loss 2,557 Indefinite life Foreign tax credits 5,136 2022 - 2027 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. Based on 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 Company recorded a valuation allowance related to U.S. jurisdictions in the amount of $ 0.4 million and $ 0.0 million, respectively, as of December 31, 2022 and 2021 to recognize that a portion of the deferred tax asset will not be realized based on the more likely than not standard. 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 C ompany has recorded a 100% valuation allowance against its foreign subsidiaries’ deferred tax assets in the amount of $ 10.7 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, 2022 and 2021 , the Company and its subsidiaries have recorded $ 0.3 million and $ 0.6 million, respectively, 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: 2022 2021 (in thousands) Beginning balance as of January 1, $ 600 $ 600 Additions for tax positions taken in prior years — 931 Reductions of tax positions taken in prior years — — Reductions for settlements on tax positions of prior years ( 339 ) ( 931 ) Ending balance as of December 31, $ 261 $ 600 Each of the Company’s subsidiaries is subject to examination in their respective filing jurisdiction. For the Company’s U.S. subsidiaries, tax years ending after December 31, 2018 remain open. The Company’s foreign subsidiaries’ tax returns up to and including tax year 2017 are considered closed due to the statute of limitations. Earnings before income taxes were as follows: For the Year Ended December 31, 2022 2021 2020 (in thousands) Domestic (U.S.) $ 106,365 $ 73,338 $ 38,762 Foreign (Israel) 1,170 ( 2,277 ) ( 9,622 ) Total $ 107,535 $ 71,061 $ 29,140 The components of the income tax provision were as follows: For the Year Ended December 31, 2022 2021 2020 (in thousands) Current: Domestic federal $ 6,907 $ 1,535 $ 690 Domestic state and local 6,350 5,251 2,558 Total current 13,257 6,786 3,248 Deferred: Domestic federal 19,830 7,550 ( 3,399 ) Domestic state and local 2,470 ( 2,702 ) ( 1,348 ) Total deferred 22,300 4,848 ( 4,747 ) Total income tax expense (benefit) $ 35,557 $ 11,634 $ ( 1,499 ) 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, 2022 2021 2020 (in thousands) Income tax expense (benefit) at the statutory rate $ 22,582 21.0 % $ 14,923 21.0 % $ 6,119 21.0 % Increases (decreases): Internal entity realignment, change in entity status (*) 8,880 8.3 % — 0.0 % — 0.0 % Non-controlling interest in partnership ( 58 ) ( 0.1 )% ( 48 ) ( 0.1 )% ( 3,412 ) ( 11.7 )% State income taxes, net of federal income tax benefit 6,470 6.0 % 3,444 4.8 % 2,188 7.5 % International rate differential 23 0.0 % ( 425 ) ( 0.6 )% 262 0.9 % Non-deductible expenses 1,392 1.3 % 1,941 2.7 % 470 1.6 % Investment in partnership — 0.0 % — 0.0 % 850 2.9 % Valuation allowance ( 2,222 ) ( 2.1 )% ( 3,892 ) ( 5.5 )% ( 7,550 ) ( 25.9 )% Credits ( 1,319 ) ( 1.2 )% ( 1,880 ) ( 2.6 )% ( 1,066 ) ( 3.7 )% Other rate differentials ( 191 ) ( 0.1 )% ( 2,429 ) ( 3.4 )% 640 2.3 % Total $ 35,557 33.1 % $ 11,634 16.3 % $ ( 1,499 ) ( 5.1 )% (*) refer to details above. The above components reflect that for the three years ended December 31, 2022, the registrant filer was the Company, a U.S. (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, 2022 2021 (in thousands) Deferred tax assets: Asset retirement obligation $ 16,290 $ 1,616 Inventory 376 221 Lease obligations 375,299 72,944 Financial liabilities 24,607 — Accrued expenses 4,054 213 Deferred income 9,868 1,024 Fuel supply agreements 61,816 — Environmental liabilities 1,780 168 Transaction costs 2,224 2,273 Investment in partnership 13,754 33,332 Share-based compensation 3,936 224 Net operating loss carryforwards 5,291 11,922 Credits 5,136 11,971 Other 2,302 1,169 Total deferred tax assets 526,733 137,077 Valuation allowance ( 11,142 ) ( 13,416 ) Total deferred tax assets, net 515,591 123,661 Deferred tax liabilities: Property and equipment ( 123,931 ) ( 10,540 ) Intangible assets ( 19,810 ) ( 1,214 ) Right-of-use assets ( 345,902 ) ( 66,097 ) Prepaid expenses ( 3,208 ) ( 580 ) Translation adjustments — ( 2,097 ) Other ( 12 ) ( 4,632 ) Total deferred tax liabilities ( 492,863 ) ( 85,160 ) Net deferred tax asset $ 22,728 $ 38,501 |
Equity and Temporary Equity
Equity and Temporary Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity and Temporary Equity | 17. Equity and Temporary Equity Dividends The Company’s board of directors (the “Board”) declared, and the Company paid, dividends of $ 0.09 per share of common stock in 2022, totaling $ 10.9 million . The amount and timing of dividends payable on the common stock are within the sole discretion of the Board, which will evaluate dividend payments within the context of the Company’s overall capital allocation strategy on an ongoing basis, giving consideration to its current and forecasted earnings, financial condition, cash requirements and other factors. As a result of the dividends paid on the common stock, the conversion price of the Company’s Series A convertible preferred stock has been adjusted from $ 12.00 to $ 11.91 per share, as were the threshold share prices in the Deferred Shares agreement (as defined below). The Board declared a quarterly dividend of $ 0.03 per share of common stock, to be paid on March 21, 2023 to stockholders of record as of March 9, 2023. Share Repurchase Plan In February 2022, the Board authorized a share repurchase program for up to an aggregate of $ 50 million of outstanding shares of common stock. The share repurchase program does not have a stated expiration date. In the year ended December 31, 2022 , the Company repurchased approximately 4.5 million shares of common stock under the repurchase program for approximately $ 39.0 million, or an average share price of $ 8.60 . 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 including common stock dividends (the “Conversion Rate”), which Conversion Rate was $ 11.91 as of December 31, 2022 . 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. 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 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 on 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, 2022 and 2021, 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 10 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. 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 18. Share-Based Compensation The Compensation Committee of the Board has approved the grant of non-qualified stock options, restricted stock units (“RSUs”), and shares to certain employees, non-employees and members of the Board under the ARKO Corp. 2020 Incentive Compensation Plan (the “Plan”). The total number of shares of common stock authorized for issuance under the Plan is 12.4 million. As of December 31, 2022 , 7.1 million shares of common stock were available for future grants. Stock options granted under the Plan expire no later than ten years from the date of grant and the exercise price may not be less than the fair market value of the shares on the date of grant. Vesting periods are assigned to stock options and restricted share units on a grant-by-grant basis at the discretion of the Board. The Company issues new shares of common stock upon exercise of stock options and vesting of RSUs. Additionally, a non-employee director may receive RSUs in lieu of up to 100 % of his or her cash fees, which RSUs will be settled in common stock upon the director’s departure from the Board or an earlier change in control of the Company. Stock Options The following table summarizes share activity related to stock options: Shares Weighted Average Exercise Price Weighted Average Fair Value Remaining Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) (in thousands) Options Outstanding, January 1, 2021 — $ — Granted 126 10.00 3.73 Options Outstanding, December 31, 2021 126 $ 10.00 9.2 $ — Granted 771 9.11 2.70 Options Outstanding, December 31, 2022 897 $ 9.24 9.0 $ 77 Exercisable at December 31, 2022 42 $ 10.00 8.2 $ — Vested and expected to vest at December 31, 2022 897 $ 9.24 9.0 $ 77 The aggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s common stock on December 31. As of December 31, 2022, total unrecognized compensation cost related to unvested stock options was approximately $ 1.6 million , which is expected to be recognized over a weighted average period of approximately 1.8 years. The fair value of each stock option award is estimated by management on the date of the grant using the Black-Scholes option pricing model. The following table summarizes the assumptions utilized in the valuation of the stock option awards granted for the periods noted. For the Year Ended December 31, 2022 2021 Expected dividend rate 0.9 % — Expected stock price volatility 28.3 % 28.8 % Risk-free interest rate 1.7 % 1.6 % Expected term of options (years) 10.0 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. Restricted Stock Units The following table summarizes share activity re lated to RSUs: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Nonvested RSUs, January 1, 2021 — $ — Granted 1,600 9.60 Released ( 90 ) 9.70 Forfeited ( 10 ) 9.60 Performance-based share adjustment 106 9.60 Nonvested RSUs, December 31, 2021 1,606 $ 9.60 Granted 1,923 8.41 Released ( 395 ) 9.38 Forfeited ( 19 ) 8.49 Nonvested RSUs, December 31, 2022 3,115 $ 8.90 In the years ended December 31, 2022 and 2021 , 108,600 and 89,570 RSUs were issued to non-employee directors. These awards are included in the table above under restricted stock units. There were 198,170 and 89,570 RSUs issued to non-employee directors outstanding as of December 31, 2022 and 2021, respectively. The fair value of RSUs released during 2022 and 2021 was $ 3.5 million and $ 0.9 million , respectively. In the years ended December 31, 2022 and 2021, the Company granted a target of 1,120,354 and 644,867 performance-based RSUs, respectively . The performance-based RSUs in both years were awarded to certain members of senior management in connection with the achievement of specific key financial metrics that are primarily measured over a three-year period and cliff vest at the end of such period. The number of performance-based RSUs in both years which will ultimately vest is contingent upon the achievement of these key financial metrics at the end of the relevant performance period. The Company assesses the probability of achieving these metrics on a quarterly basis, and as of December 31, 2021, the number of performance-based RSUs was adjusted for the probability of achieving these metrics, resulting in additional expense of $ 1.0 million being recorded in 2021 based on the grant date fair value. No adjustment was made in 2022. For performance-based RSUs with market conditions, the Company recognizes the fair value expense ratably over the performance and vesting period. 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 prior to the Merger Closing Date 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 were 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. As of December 31, 2022, total unrecognized compensation cost related to RSUs was approximately $ 16.0 million , which is expected to be recognized over a weighted average period of approximately 1.7 years. Stock Grants In the year ended December 31, 2022 , the Company granted 13,332 shares of immediately vested common stock to certain members of senior management, with a weighted average grant date fair value of $ 7.58 per share, or $ 0.1 million. Compensation Cost Total compensation cost recorded for employees, non-employees and members of the Board for the years ended December 31, 2022, 2021 and 2020 was $ 12.2 million , $ 5.8 million and $ 1.9 million, respectively, and included in general and administrative expenses on the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Balances outstanding with related parties were as follows: As of December 31, 2022 2021 (in thousands) Current assets: Due from equity investment $ 111 $ 126 Loan to equity investment 674 1,008 Due from related parties 366 1,535 Current liabilities: Due to related parties — ( 258 ) Mr. Kotler Effective as of the Merger Closing Date, Mr. Kotler became the Chief Executive Officer of the Company and his compensation for such services (including his services as President and Chairman of the Board) is provided for in 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, 2020 through December 31, 2022, KMG was entitled to a management fee in the amount of $ 90,000 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. The GPM Management Services Agreement also required GPM to reimburse KMG for all out of pocket expenses related to the activity of GPM. 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, for the years 2020 through 2022, to an annual net profit participation amount 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 . 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 the year ended December 31, 2020. In addition, the Willner Management Company was entitled to reimbursement for all reasonable expenses incurred in providing management services and receive an annual payment based on GPM’s bonus plan and based on GPM’s results for the year ended December 31, 2020, the Willner Management Company was eligible for $ 0.1 million for the annual bonus. At the Merger Closing Date, the Willner Management Agreement terminated. Mr. Willner continued to be entitled to the annual bonus for 2020 . |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 20. Earnings per Share The following table sets forth the computation of basic and diluted net income per share of common stock: For the Year Ended December 31, 2022 2021 2020 (in thousands) Net income available to common stockholders $ 65,997 $ 53,463 $ 10,433 Change in fair value of Ares Put Option ( 329 ) ( 927 ) — Net income available to common stockholders after $ 65,668 $ 52,536 $ 10,433 Weighted average common shares outstanding — Basic 121,476 124,412 71,074 Effect of dilutive securities: Restricted share units 822 259 — Ares Put Option 926 766 — Weighted average common shares outstanding — Diluted 123,224 125,437 71,074 Net income per share available to $ 0.54 $ 0.43 $ 0.15 Net income per share available to $ 0.53 $ 0.42 $ 0.15 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, 2022 2021 2020 (in thousands) Ares Warrants 1,100 1,100 1,100 Public and private warrants 17,333 17,333 17,333 Ares Put Option — — * Series A redeemable preferred stock 8,396 8,333 8,333 Stock options 897 126 — (*) Refer to description of this instrument in Note 10 above. |
Financial Derivative Instrument
Financial Derivative Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Derivative Instruments | 21. Financial Derivative Instruments Beginning in the third quarter of 2022, the Company has made limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments. As of December 31, 2022, the Company had fuel futures contracts in place to hedge approximately 2.5 million gallons of diesel fuel for which the Company had a firm commitment to purchase. As of December 31, 2022, the Company had an asset derivative with a fair value of approximately $ 0.5 million recorded in other current assets and a firm commitment with a fair value of approximately $ 0.5 million recorded in other current liabilities on the consolidated balance sheet. As of December 31, 2022, there was approximately $ 0.5 million of cash collateral provided to counterparties that was classified as restricted cash on the consolidated balance sheet. All cash flows associated with purchasing and selling fuel derivative instruments are classified as other operating activities, net cash flows in the consolidated statements of cash flows. |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | 22. 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, short-term investments, trade receivables, accounts payable and other current liabilities approximated their carrying values as of December 31, 2022 and 2021 primarily due to the short-term maturity of these instruments. Based on market trades of the Senior Notes close to year-end (Level 1 fair value measurement), the fair value of the Senior Notes was estimated at approximately $ 354.7 million and $ 436 .0 million as of December 31, 2022 and 2021 , respectively, compared to a gross carrying value of $ 450 million. The fair value of the other long-term debt approximated their carrying values as of December 31, 2022 and 2021 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values. The Contingent Consideration from the Empire Acquisition (as defined in Note 4) is measured at fair value at the end of each reporting period and amounted to $ 3.7 million and $ 6.2 million as of December 31, 2022 and 2021, respectively. The fair value methodology for the Contingent Consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $( 0.3 ) million , $ 0.5 million and $ 0.2 million were recorded as a component of interest and other financial (income) expenses in the consolidated statements of operations for the change in the fair value of the Contingent Consideration for the years ended December 31, 2022, 2021 and 2020, respectively, and approximately $ 2.2 million , $ 1.7 million and $ 0 of income were recorded as a component of other expenses, net in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. The Public Warrants (as defined in Note 11), of which approximately 14.8 million were outstanding as of December 31, 2022, are measured at fair value at the end of each reporting period and amounted to $ 25.9 million and $ 23.6 million as of December 31, 2022 and 2021, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $( 0.3 ) million , $ 5.5 million and $( 0.3 ) million were recorded as a component of interest and other financial (income) expenses in the consolidated statements of operations for the change in the fair value of the Public Warrants for the years ended December 31, 2022, 2021 and 2020, respectively. The Private Warrants (as defined in Note 11), of which approximately 2.5 million were outstanding as of December 31, 2022, are measured at fair value at the end of each reporting period and amounted to $ 4.5 million and $ 7.2 million as of December 31, 2022 and 2021 , respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs: As of December 31, 2022 2021 Expected term (in years) 3.0 4.0 Volatility 41.9 % 36.3 % Risk-free interest rate 4.2 % 1.1 % Strike price $ 11.50 $ 11.50 For the change in the fair value of the Private Warrants, approximately $( 0.1 ) million , $ 0.6 million and $( 0.2 ) million were recorded as a component of interest and other financial (income) expenses in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. The Deferred Shares (as defined in Note 11) are measured at fair value at the end of each reporting period and amounted to $ 1.4 million and $ 1.6 million as of December 31, 2022 and 2021, respectively. The fair value methodology for the Deferred Shares is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Deferred Shares have been recorded at fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs: As of December 31, 2022 2021 Expected term (in years) 4.4 5.4 Volatility 42.0 % 35.9 % Risk-free interest rate 4.1 % 1.3 % Stock price $ 8.66 $ 8.77 For the change in the fair value of the Deferred Shares, approximately $ 0.1 million was recorded as a component of interest and other financial income in the consolidated statements of operations for each of the years ended December 31, 2022, 2021 and 2020. The Ares Put Option (as defined in Note 10) is measured at fair value at the end of each reporting period and amounted to $ 8.6 million and $ 8.9 million as of December 31, 2022 and 2021 , respectively. The fair value methodology for the Ares Put Option is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Ares Put Option has been recorded at its fair value based on a Monte Carlo pricing model with the following material assumptions based on observable and unobservable inputs: As of December 31, 2022 2021 Expected term (in years) 0.2 1.2 Volatility 25.9 % 30.1 % Risk-free interest rate 4.3 % 0.4 % Strike price $ 12.845 $ 12.935 For the change in the fair value of the Ares Put Option, approximately $( 0.3 ) million , $( 0.9 ) million and $ 0.6 million were recorded as a component of interest and other financial (income) expenses in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 23. Segment Reporting The reportable segments were determined based on information reviewed by the chief operating decision maker for operational decision-making purposes, and the segment information is prepared on the same basis that the Company’s chief operating decision maker reviews such financial information. The Company’s reportable segments are retail, wholesale, fleet fueling and GPMP. The Company defines segment earnings as operating income. The retail segment includes the operation of a chain of retail stores, which includes convenience stores selling fuel products and other merchandise to retail customers. At its Company operated convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store. The wholesale segment supplies fuel to independent dealers, sub-wholesalers and bulk and spot purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer, and shares the gross profit with the independent dealers. The fleet fueling segment, which was added to the Company’s business upon the closing of the Quarles Acquisition on July 22, 2022, includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations), and commissions from the sales of fuel using proprietary fuel cards that provide customers access to a nationwide network of fueling sites. The GPMP segment includes GPMP and primarily includes its sale and supply of fuel to GPM and its subsidiaries related to substantially all of its sites that sell fuel in the retail and wholesale segments and charges a fixed fee primarily to sites in the fleet fueling segment (currently 5.0 cents per gallon sold). GPMP sells fuel at its cost of fuel (including taxes and transportation) plus a fixed margin (currently 5.0 cents per gallon). GPMP also supplies 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 Company revised the composition of the “All Other” segment in the third quarter of 2022 in conjunction with the closing of the Quarles Acquisition. The majority of general and administrative expenses, depreciation and amortization, net other expenses, net interest and other financial expenses, income taxes and minor other income items including intercompany operating leases are not allocated to the segments. With the exception of goodwill 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 U.S. and substantially all of the Company’s assets were within the U.S. No external customer represented more than 10% of revenues. Inter-segment transactions primarily included the distribution of fuel by GPMP to GPM and substantially all of its sites that sell fuel (both in the retail and wholesale segments) and charges by GPMP to sites that sell fuel in the fleet fueling segment. The effect of these inter-segment transactions was eliminated in the consolidated financial statements. Year Ended December 31, 2022 Retail Wholesale Fleet Fueling GPMP All Other Total (in thousands) Revenues Fuel revenue $ 3,887,549 $ 3,234,145 $ 270,670 $ 5,160 $ 3,566 $ 7,401,090 Merchandise revenue 1,647,642 — — — — 1,647,642 Other revenues, net 67,280 23,451 2,178 1,024 134 94,067 Total revenues from external customers 5,602,471 3,257,596 272,848 6,184 3,700 9,142,799 Inter-segment — — — 5,678,167 4,264 5,682,431 Total revenues from reportable segments 5,602,471 3,257,596 272,848 5,684,351 7,964 14,825,230 Operating income 264,552 33,864 18,382 89,035 792 406,625 Interest and other financial expenses, net ( 11,654 ) — ( 11,654 ) Income tax benefit 177 177 Loss from equity investment ( 74 ) ( 74 ) Net income from reportable segments $ 395,074 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 other 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 other 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 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, 2022 2021 2020 (in thousands) Total revenues from reportable segments $ 14,825,230 $ 11,802,889 $ 5,719,673 Other revenues, net — — ( 167 ) Elimination of inter-segment revenues ( 5,682,431 ) ( 4,385,491 ) ( 1,709,274 ) Total revenues $ 9,142,799 $ 7,417,398 $ 4,010,232 A reconciliation of net income from reportable segments to net income on the consolidated statements of operations was as follows: For the Year Ended December 31, 2022 2021 2020 (in thousands) Net income from reportable segments $ 395,074 $ 340,716 $ 243,934 Amounts not allocated to segments: Other revenues, net — — ( 167 ) Store operating expenses 2,264 3,287 ( 2,380 ) General and administrative expenses ( 137,072 ) ( 121,697 ) ( 91,447 ) Depreciation and amortization ( 94,383 ) ( 89,822 ) ( 67,023 ) Other income, net ( 9,816 ) ( 3,536 ) ( 9,228 ) Interest and other financial expenses, net ( 48,355 ) ( 58,108 ) ( 44,852 ) Income tax (expense) benefit ( 35,734 ) ( 11,413 ) 1,802 Net income $ 71,978 $ 59,427 $ 30,639 |
Store Operating Expenses
Store Operating Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Operating Expenses [Abstract] | |
Store Operating Expenses | 24. Store Operating Expenses Store operating expenses consisted of the following: For the Year Ended December 31, 2022 2021 2020 (in thousands) Salaries and wages $ 287,185 $ 242,692 $ 217,121 Rent 145,120 133,143 113,694 Credit card fees 101,434 83,757 57,644 Utilities, upkeep, and taxes 63,121 57,497 51,811 Repairs and maintenance 43,873 37,345 28,469 Insurance 19,308 20,537 18,956 Other store operating expenses 61,133 55,547 44,727 Total store operating expenses $ 721,174 $ 630,518 $ 532,422 |
SCHEDULE I
SCHEDULE I | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Assets Current assets: Cash and cash equivalents $ 93,721 $ 88,508 Short-term loans to subsidiaries — 40,119 Other current assets 16,168 10,110 Total current assets 109,889 138,737 Non-current assets: Investment in subsidiaries 312,708 255,444 Loans to subsidiaries 450,000 450,000 Deferred tax asset 2,239 2,403 Total assets $ 874,836 $ 846,584 Liabilities Current liabilities: Long-term debt, current portion $ 1,145 $ 1,500 Other current liabilities 17,364 7,436 Total current liabilities 18,509 8,936 Non-current liabilities: Long-term debt, net 443,648 442,889 Other non-current liabilities 31,845 41,307 Total liabilities $ 494,002 $ 493,132 Series A redeemable preferred stock 100,000 100,000 Shareholders' equity 280,834 253,452 Total liabilities, redeemable preferred stock and shareholders' equity $ 874,836 $ 846,584 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, 2022 2021 2020 Income: Income from loans to subsidiaries and other investee $ 23,645 $ 6,016 $ 3,960 Other income — — 597 23,645 6,016 4,557 Expenses: General and administrative 7,437 6,152 4,562 Expenses related to loans to subsidiaries and other investee — — 2,692 7,437 6,152 7,254 Income (loss) before interest and financial income (expenses) 16,208 ( 136 ) ( 2,697 ) Interest and other financial income 1,577 1,005 1,093 Interest and other financial expenses ( 23,641 ) ( 10,855 ) ( 8,225 ) Loss before income taxes ( 5,856 ) ( 9,986 ) ( 9,829 ) Income tax benefit (expense) 3,579 ( 2,771 ) ( 324 ) Equity income from subsidiaries 74,024 71,955 23,863 Net income $ 71,747 $ 59,198 $ 13,710 Accretion of redeemable preferred stock — — ( 3,120 ) Series A redeemable preferred stock dividends ( 5,750 ) ( 5,735 ) ( 157 ) Net income attributable to common shareholders $ 65,997 $ 53,463 $ 10,433 The accompanying notes are an integral part of the condensed financial statements. SCHEDULE I ARKO Corp. (Parent Company Only) Condensed Statements of Comprehensive Income (in thousands) For the Year Ended December 31, 2022 2021 2020 Net income $ 71,747 $ 59,198 $ 13,710 Other comprehensive income: Foreign currency translation adjustments — — 4,675 Total other comprehensive income — — 4,675 Comprehensive income $ 71,747 $ 59,198 $ 18,385 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, 2022 2021 2020 Cash flows from operating activities: Net income $ 71,747 $ 59,198 $ 13,710 Adjustments to reconcile net income to net cash used in operating activities: Equity income from subsidiaries ( 74,024 ) ( 71,955 ) ( 23,863 ) Deferred income taxes ( 164 ) 519 ( 130 ) Amortization of deferred financing cost, debt discount and premium 759 152 ( 331 ) Depreciation and amortization — — 8 Foreign currency loss (gain) and interest related to intercompany balances 1,693 ( 4,656 ) 4,703 Share-based compensation 955 868 1,891 Fair value adjustment of financial liabilities ( 887 ) 5,021 107 Other operating activities, net — — ( 38 ) Changes in assets and liabilities: (Increase) decrease in other current assets ( 11,542 ) ( 1,586 ) 490 Increase in other current liabilities 6,752 3,713 942 Net cash used in operating activities $ ( 4,711 ) $ ( 8,726 ) $ ( 2,511 ) Cash flows from investing activities: Loans to investees $ — $ ( 450,000 ) $ ( 68,939 ) Repayments of loans to subsidiaries and other investees 40,000 — 109,946 Distribution from subsidiary 28,109 — — Investment in subsidiary — — ( 107,299 ) Net cash provided by (used in) investing activities 68,109 ( 450,000 ) ( 66,292 ) 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 Common stock repurchased ( 40,042 ) — — Dividends paid on common stock ( 10,893 ) — — Dividends paid on redeemable preferred stock ( 5,750 ) ( 5,892 ) — Repayment of long-term debt ( 1,500 ) ( 2,017 ) ( 10,953 ) Buyback of long-term debt — — ( 1,995 ) Proceeds from issuance of rights, net — — 11,332 Net cash (used in) provided by financing activities ( 58,185 ) 430,055 155,582 Net increase (decrease) in cash and cash equivalents and 5,213 ( 28,671 ) 86,779 Effect of exchange rate on cash and cash equivalents and restricted cash — — 2,875 Cash and cash equivalents and restricted cash, beginning of year 88,508 117,179 27,525 Cash and cash equivalents, end of year $ 93,721 $ 88,508 $ 117,179 Reconciliation of cash and cash equivalents and restricted cash Cash and cash equivalents, beginning of year 88,508 117,179 21,302 Restricted cash with respect to bonds, beginning of year — — 6,223 Cash and cash equivalents and restricted cash, beginning 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, 2022 2021 2020 Supplementary cash flow information: Cash received for interest $ 26,028 $ 1,404 $ 2,340 Cash paid for interest 24,610 14 3,840 Cash paid for taxes 735 6,175 305 Supplementary noncash activities: Prepaid insurance premiums financed through notes payable 1,145 1,765 2,190 Issuance of shares — 3,000 — Ares Put Option — — 9,201 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, 2022, the Company’s restricted net assets of its consolidated subsidiary, GPM Investments, LLC (“GPM”), were approximately $720.6 million and exceeded 25% of the Company’s total consolidated net assets. The primary restrictions as of December 31, 2022 were driven by GPM’s financing agreement with PNC which restrict the transfer of non-cash assets from GPM to the Company. This financing agreement 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 agreement. For more information about GPM’s financing agreement 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 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. Insurance Premium Notes The debt outstanding related to premium financing agreements are due within one year. Refer to Note 12 to the consolidated financial statements for further details. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 unrestricted highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents, of which there were $ 207.5 million and $ 0.7 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 , $ 0.5 million and $ 0.7 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. |
Trade Receivables | Trade Receivables The majority of trade receivables are typically from independent dealers, fleet fueling customers, 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 one to 30 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, 2022, 2021 and 2020 . |
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. |
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 $ 3.7 million, $ 3.2 million and $ 4.7 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, 2022, 2021 and 2020 , respectively. No impairment was recognized for long-lived intangible assets during the years ended December 31, 2022, 2021 and 2020 . |
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, with a weighted average remaining amortization period as of December 31, 2022, as follows: Range in Years Weighted Average Remaining Amortization Period Goodwill Indefinite life Indefinite life Trade names 5 3 Wholesale fuel supply contracts 4 to 14 10 Third-party cardlock site contracts 2 2 Option to acquire ownership rights 6 to 15 8 Option to develop stores 5 0.5 Non-contractual customer relationships 20 20 Liquor licenses Indefinite life Indefinite life Franchise rights 9 to 20 14 Goodwill is reviewed annually on October 1 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 completed the annual impairment analyses for goodwill for the years ended December 31, 2022, 2021 and 2020 , 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 GPM Petroleum LP (“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 the investee’s operations to determine whether to use the equity method of accounting. Investees over which the Company determines that the Company has significant influence are accounted for as equity method investment. The Company evaluates its equity method investment 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, 2022 , Ligad owed the Company approximately $ 0.7 million, bearing interest at the prime rate plus 1 %, and payable on December 31, 2023 . 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 $ 0.3 million and granted another third party an option, as amended, that it may exercise until September 2023 , pursuant to which such third party may purchase the leased properties for consideration of approximately $ 7.5 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, financial derivative instruments, 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 to which the Company is entitled. When the consideration amount received from the customer exceeds the amounts recognized as revenue, the Company recognizes a contract liability for the excess. An asset is recognized related to the costs incurred to obtain a contract (i.e. sales commissions) if the costs are specifically identifiable to a contract, the costs will result in enhancing resources that will be used in satisfying performance obligations in the future and the costs are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The Company expenses the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less. The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or a net basis. In performing this analysis, the Company considers first whether it controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain benefits from them. The Company also considers the following indicators: (1) the primary obligor, (2) the latitude in establishing prices and selecting suppliers, and (3) the inventory risk borne by the Company before and after the goods have been transferred to the customer. When the Company acts as principal, revenue is recorded on a gross basis. When the Company acts as agent, revenue is recorded on a net basis. 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 $ 1,015.2 million , $ 1,004.8 million and $ 584.6 million for 2022, 2021 and 2020, 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 $ 0.9 million and $ 1.5 million as of December 31, 2022 and 2021, 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 customer. Wholesale • Consignment arrangements— In arrangements of this type, the Company owns the fuel until the date of sale to the final customer, and the gross profit 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. In certain cases, gross profit is split based on a percentage and in others, the Company pays a fixed fee per gallon to 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 which is the date of transfer of ownership of the fuel to the independent dealer. 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 and a margin, with the Company generally retaining any prompt pay discounts and rebates. Fleet Fueling • Fuel revenue from cardlock locations —Revenues from the sale of fuel, less applicable discounts, are recognized upon delivery of the fuel, which is the point at which control and title are 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. At third-party cardlock locations, the Company remains the owner of the fuel until the date of sale to the customer. Transaction prices for these products are typically at market rates for the products at the time of delivery. Payment terms require customers to pay shortly after delivery and do not contain significant financing components. • Commissions on proprietary fuel cards —The Company receives a commission on the sale of fuel from proprietary fuel cards that provide customers access to a nationwide network of fueling sites. The commission is recognized at the time of the sale to the customer. GPMP • GPMP recognizes fuel revenue upon delivery of the fuel to GPM and its subsidiaries selling fuel (both in the retail and wholesale segments) and a fixed fee charged to sites in the fleet fueling segment, all of which is eliminated in consolidation. Refer to Note 23 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 primarily utilizes third-party carriers to transport fuel inventory to each 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 to the Company by merchandise suppliers and 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 reduction of merchandise or 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 amount received or grant to the supplier based on the amortization schedule as defined in each applicable agreement. These amounts 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, 2022 2021 2020 (in thousands) Fuel products - Supplier A $ 974,156 $ 776,314 $ 312,231 Fuel products - Supplier B 870,982 638,928 256,606 Fuel products - Supplier C 758,856 * * Merchandise products - Supplier D 664,438 645,257 653,994 * Purchases did not exceed 10 % in period |
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, 2022, 2021 and 2020 were $ 5.2 million, $ 4.4 million and $ 3.8 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. 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. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company accounts for financial derivative instruments at fair value and applies hedge accounting rules when applicable. The Company utilizes derivative instruments related to ultra-low sulfur diesel to offset changes in the fair value of its firm commitments to purchase diesel fuel that is ultimately delivered to certain of its fleet fueling sites. These instruments are accounted for as fair value hedges of a firm commitment upon proper qualification. The Company assesses at inception and on an ongoing basis whether a derivative instrument accounted for as a hedge is highly effective in offsetting changes in the fair value of the hedged item (that is, the unrecognized firm commitment). The gain or loss on the hedging instrument is recognized currently in earnings within fuel costs in the consolidated statement of operations, for the period in which the changes in fair value occur. The gain or loss (that is, the change in fair value) on the hedged item attributable to the hedged risk designated as being hedged adjusts the carrying amount of the related hedged item and is simultaneously recognized in earnings within fuel costs in the consolidated statement of operations, as an adjustment to the carrying amount of that hedged item (that is, the Company recognizes as assets or liabilities the changes in the fair value of the firm commitment that are attributable to the risk being hedged and that arise while the hedge of the firm commitment exists). When the underlying assets are purchased in accordance with the terms of the hedged firm commitment, the initial cost basis in the acquired assets is adjusted by the amount of the firm commitment that was recognized as an asset or liability under the fair value hedging model. See Note 21 and Note 22 for further information about the Company’s derivatives. |
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. The Company has a deferred compensation plan for certain employees who may contribute up to 90 % 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. The expense for matching contributions for both of these plans was approximately $ 1.0 million, $ 1.6 million and $ 0.8 million for the years ended December 31, 2022, 2021 and 2020 , 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 the lease term and the useful life of the underlying asset, with weighted average depreciation periods as follows: Years Leasehold improvements, buildings and real estate assets 28 Equipment 5 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 if it remeasures the respective lease liability. 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. |
Reclassifications | Reclassifications Certain prior year equity amounts have been reclassified to conform to the current year presentation. |
New Accounting Pronouncements | New Accounting Pronouncements Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This standard included optional guidance for a limited period of time to help ease the burden in accounting for the effects of reference rate reform. The Company has not needed to implement this optional guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, with a weighted average remaining amortization period as of December 31, 2022, as follows: Range in Years Weighted Average Remaining Amortization Period Goodwill Indefinite life Indefinite life Trade names 5 3 Wholesale fuel supply contracts 4 to 14 10 Third-party cardlock site contracts 2 2 Option to acquire ownership rights 6 to 15 8 Option to develop stores 5 0.5 Non-contractual customer relationships 20 20 Liquor licenses Indefinite life Indefinite life Franchise rights 9 to 20 14 |
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, 2022 2021 2020 (in thousands) Fuel products - Supplier A $ 974,156 $ 776,314 $ 312,231 Fuel products - Supplier B 870,982 638,928 256,606 Fuel products - Supplier C 758,856 * * Merchandise products - Supplier D 664,438 645,257 653,994 * Purchases did not exceed 10 % in period |
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 the lease term and the useful life of the underlying asset, with weighted average depreciation periods as follows: Years Leasehold improvements, buildings and real estate assets 28 Equipment 5 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Pro Forma Results of Operations | The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred on January 1, 2020 nor is it indicative of future results. For the Year Ended December 31, 2022 2021 2020 (unaudited) (in thousands) Total revenue $ 9,907,002 $ 8,451,919 $ 6,502,948 Net income 80,260 61,872 55,020 |
Quarles Petroleum Inc | |
Summary of Details of Business Combination | Amount (in thousands) Fair value of consideration transferred: Cash $ 14,847 GPMP Capital One Line of Credit 40,000 Liability resulting from contingent consideration 826 Consideration provided by Oak Street 129,316 Total consideration $ 184,989 Assets acquired and liabilities: Inventory $ 12,300 Other assets 1,181 Property and equipment, net 146,055 Right-of-use assets under operating leases 32,916 Intangible assets 30,010 Environmental receivables 8 Total assets 222,470 Other liabilities ( 1,168 ) Environmental liabilities ( 316 ) Asset retirement obligations ( 5,195 ) Operating leases ( 30,802 ) Total liabilities ( 37,481 ) Total identifiable net assets 184,989 Goodwill $ - Consideration paid in cash $ 54,847 Consideration provided by Oak Street 129,316 Net cash outflow $ 184,163 |
Pride Convenience Holdings LLc Acquisition | |
Summary of Details of Business Combination | The details of the Pride Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 10,669 GPMP Capital One Line of Credit 20,000 Payable to Pride Parent, LLC 3,055 Consideration provided by Oak Street 201,654 Total consideration $ 235,378 Assets acquired and liabilities: Cash and cash equivalents $ 3,591 Trade receivables 6,228 Inventory 5,126 Other assets 951 Property and equipment 204,581 Right-of-use assets under operating leases 2,245 Intangible assets 1,824 Environmental receivables 42 Deferred tax asset 6,527 Total assets 231,115 Accounts payable ( 11,073 ) Other liabilities ( 1,259 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 675 ) Operating leases ( 2,245 ) Total liabilities ( 15,322 ) Total identifiable net assets 215,793 Goodwill $ 19,585 Consideration paid in cash by the Company $ 30,669 Consideration provided by Oak Street 201,654 Less: cash and cash equivalent balances acquired ( 3,591 ) Net cash outflow $ 228,732 |
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 Intangible assets 2,740 Environmental receivables 46 Deferred tax asset 2,435 Total assets 89,862 Other liabilities ( 213 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 2,448 ) Total liabilities ( 2,731 ) Total identifiable net assets 87,131 Goodwill $ 7,556 Consideration paid in cash by the Company $ 16,191 Consideration provided by the Real Estate Funds 78,496 Less: cash and cash equivalent balances acquired ( 258 ) Net cash outflow $ 94,429 |
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 $ 17,626 Consideration provided by Oak Street 93,202 Total consideration $ 110,828 Assets acquired and liabilities: Cash and cash equivalents $ 50 Inventory 4,754 Other assets 671 Property and equipment 105,824 Right-of-use assets under operating leases 12,047 Intangible assets 1,290 Total assets 124,636 Other liabilities ( 437 ) Environmental liabilities ( 40 ) Asset retirement obligations ( 1,348 ) Operating leases ( 12,047 ) Total liabilities ( 13,872 ) Total identifiable net assets 110,764 Goodwill $ 64 Consideration paid in cash by the Company $ 17,626 Consideration provided by Oak Street 93,202 Less: cash and cash equivalent balances acquired ( 50 ) Net cash outflow $ 110,778 |
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 Right-of-use assets under operating leases 210,352 Right-of-use assets under financing leases 15,120 Wholesale fuel supply contracts 194,000 Option to acquire ownership rights 8,446 Other intangible assets 750 Environmental receivables 491 Deferred tax asset 11,459 Total assets 567,471 Other liabilities ( 4,753 ) Environmental liabilities ( 1,278 ) Asset retirement obligations ( 15,168 ) Operating leases ( 202,500 ) Financing leases ( 13,357 ) Total liabilities ( 237,056 ) Total identifiable net assets 330,415 Goodwill $ 56,140 Consideration paid in cash $ 361,790 Less: cash and cash equivalent balances acquired ( 174 ) Net cash outflow $ 361,616 |
Trade Receivables, Net (Tables)
Trade Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Trade Receivables | Trade receivables consisted of the following: As of December 31, 2022 2021 (in thousands) Credit card receivables $ 42,806 $ 30,113 Fleet fueling customer credit accounts receivables, net 33,082 — Independent dealers and customer credit accounts receivables, net 42,252 32,229 Total trade receivables, net $ 118,140 $ 62,342 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: As of December 31, 2022 2021 (in thousands) Fuel inventory $ 80,004 $ 63,102 Merchandise inventory 132,080 126,147 Lottery inventory 9,867 8,587 Total inventory $ 221,951 $ 197,836 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: As of December 31, 2022 2021 (in thousands) Vendor receivables $ 42,711 $ 48,833 Asset resulting from contingent consideration 4,533 3,375 Prepaid expenses 15,543 13,116 Environmental receivables 1,083 1,119 Income tax receivable 800 3,340 Due from related parties 1,151 2,669 Other current assets 22,052 19,643 Total other current assets $ 87,873 $ 92,095 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2022 2021 (in thousands) Land $ 115,276 $ 104,492 Buildings and leasehold improvements 242,265 219,052 Equipment 633,511 508,000 Accumulated depreciation ( 345,243 ) ( 282,575 ) Total property and equipment, net $ 645,809 $ 548,969 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 $ 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 Goodwill attributable to acquisitions during the year — 19,585 19,585 Goodwill adjustment – Handy Mart Acquisition — 64 64 Ending balance, December 31, 2022 $ 14,861 $ 202,436 $ 217,297 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: As of December 31, 2022 2021 (in thousands) Wholesale fuel supply agreements $ 202,512 $ 198,232 Trade names 37,084 35,760 Options to acquire ownership rights and develop stores 6,372 6,372 Non-contractual customer relationships 25,220 — Other intangibles 21,690 20,473 Accumulated amortization – Wholesale fuel supply agreements ( 40,645 ) ( 23,932 ) Accumulated amortization – Trade names ( 33,060 ) ( 30,341 ) Accumulated amortization – Options to acquire ownership rights and develop stores ( 3,939 ) ( 3,140 ) Accumulated amortization – Non-contractual customer relationships ( 525 ) — Accumulated amortization – Other intangibles ( 17,586 ) ( 17,431 ) $ 197,123 $ 185,993 |
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) 2023 $ 20,924 2024 19,954 2025 19,543 2026 19,250 2027 18,009 Thereafter 96,297 $ 193,977 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The components of other current liabilities were as follows: As of December 31, 2022 2021 (in thousands) Accrued employee costs $ 28,298 $ 30,935 Fuel and other taxes 30,491 31,381 Accrued insurance liabilities 9,881 10,986 Accrued expenses 42,955 35,672 Environmental liabilities 3,425 3,459 Deferred vendor income 12,101 11,654 Accrued income taxes payable 4,056 — Due to related parties — 258 Liabilities resulting from Additional and Contingent Consideration 5,674 8,813 Ares Put Option 8,575 — Other accrued liabilities 8,641 4,330 Total other current liabilities $ 154,097 $ 137,488 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities, Noncurrent [Abstract] | |
Components of Other Noncurrent Liabilities | The components of other non-current liabilities were as follows: As of December 31, 2022 2021 (in thousands) Environmental liabilities $ 8,639 $ 9,394 Deferred vendor income 26,715 23,872 Liabilities resulting from Additional and Contingent Consideration 7,256 11,855 Ares Put Option — 8,904 Public Warrants 25,894 23,600 Private Warrants 4,515 7,240 Deferred Shares 1,436 1,563 Financial liabilities 96,864 43,647 Other non-current liabilities 7,626 6,778 Total other non-current liabilities $ 178,945 $ 136,853 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt were as follows: As of December 31, 2022 2021 (in thousands) Senior Notes $ 443,648 $ 442,889 PNC term loan — 32,385 M&T debt 49,023 43,392 Capital One line of credit 256,430 195,232 Insurance premium notes 2,886 3,111 Total debt, net $ 751,987 $ 717,009 Less current portion ( 11,944 ) ( 40,384 ) Total long-term debt, net $ 740,043 $ 676,625 |
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 $ 443,648 GPM Investments, LLC PNC Line of Credit Up to $ 140 million Maturity date of December 22, 2027. For revolving advances that are Term SOFR Loans: SOFR Adjusted plus Term SOFR (as defined in the agreement) plus 1.25 % to 1.75 % 0 % to 0.5 % Unused fee - 0.375% or 0.25% if usage is 25% or more 5.71 % None 134,058 unused based on borrowing base None 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 $23.4 million due on the maturity date of June 10, 2026. LIBOR plus 3.0 % 7.31 % $ 31,365 $ 30,860 M&T Equipment Lines of Credit Up to $ 20 million Current balance is being paid in equal monthly installments of approximately $590 thousand (principal and interest) with the balance due on the maturity dates in August and September 2024 and September 2025. Fixed rate 3.58 % to 6.90 % $ 15,411 887 unused $ 15,333 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 % $ 2,854 $ 2,830 GPMP 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. For SOFR Loans: Adjusted Term SOFR (as defined in the agreement) plus 2.25 % to 3.25 % 1.25 % to 2.25 % 0.3 % to 0.50 % 6.58 % $ 258,300 No borrowings under the Alternate Base rate 241,000 unused $ 256,430 Total $ 749,101 |
Schedule of Letter of Credit Facilities | Letters of Credit Financing Facility Annual Cost as of December 31, 2022 Amount Letters of PNC Line of Credit 1.5 % $ 40.0 million $ 5.8 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 | Total scheduled future principal payments required and amortization of deferred financing costs under all of the foregoing debt agreements were as follows as of December 31, 2022: Amount (in thousands) 2023 $ 12,165 2024 267,224 2025 5,720 2026 25,128 2027 115 Thereafter 450,464 760,816 Deferred financing costs ( 8,829 ) Total debt $ 751,987 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 storage tanks was as follows: 2022 2021 (in thousands) Beginning Balance as of January 1, $ 58,428 $ 53,235 Acquisitions in year 5,870 3,796 Accretion expense 1,833 1,705 Adjustments ( 727 ) ( 178 ) Retirement of tanks ( 95 ) ( 130 ) Ending Balance as of December 31, (*) $ 65,309 $ 58,428 |
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) 2023 407,570 2024 293,203 2025 191,155 2026 169,512 2027 169,512 Thereafter 678,049 Total 1,909,001 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 12,061 $ 13,393 $ 12,743 Interest on lease liabilities 17,041 17,515 17,391 Operating lease costs included in store 142,730 131,106 112,541 Operating lease costs included in general and 1,753 1,652 1,404 Lease cost related to variable lease payments, 2,390 2,037 1,153 Right-of-use asset impairment charges 1,661 1,799 2,352 Total lease costs $ 177,636 $ 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, 2022 2021 (in thousands) Operating leases Assets Right-of-use assets under operating leases $ 1,203,188 $ 1,064,982 Liabilities Operating leases, current portion 57,563 51,261 Operating leases 1,218,045 1,076,905 Total operating leases 1,275,608 1,128,166 Weighted average remaining lease term (in years) 14.1 14.1 Weighted average discount rate 7.7 % 7.3 % Financing leases Assets Right-of-use assets $ 232,986 $ 236,963 Accumulated amortization ( 50,873 ) ( 44,585 ) Right-of-use assets under financing leases, net 182,113 192,378 Liabilities Financing leases, current portion 5,457 6,383 Financing leases 225,907 229,215 Total financing leases 231,364 235,598 Weighted average remaining lease term (in years) 23.4 23.8 Weighted average discount rate 7.2 % 7.3 % |
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) 2023 $ 151,974 $ 21,974 2024 153,275 20,922 2025 154,183 21,039 2026 153,603 20,664 2027 151,580 20,719 Thereafter 1,398,188 424,787 Gross lease payments $ 2,162,803 $ 530,105 Less: imputed interest ( 887,195 ) ( 298,741 ) Total lease liabilities $ 1,275,608 $ 231,364 |
Schedule of Future Minimum Cash Payments to be Received Under Operating Subleases | As of December 31, 2022, 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) 2023 $ 21,449 2024 16,039 2025 14,646 2026 12,799 2027 10,048 Thereafter 31,340 $ 106,321 |
Environmental Liabilities (Tabl
Environmental Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 were as follows: Payments Recoveries Net (in thousands) 2023 $ 3,425 $ 1,083 $ 2,342 2024 3,911 1,922 1,989 2025 2,185 1,139 1,046 2026 550 148 402 2027 447 122 325 Thereafter 1,546 528 1,018 Total Future Payments and Recoveries $ 12,064 $ 4,942 $ 7,122 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Assets | The deferred tax assets expire as follows: Amount Expiration Date (in thousands) Domestic state NOL $ 11,602 2032 - Indefinite Foreign NOL 18,963 Indefinite life Foreign capital loss 2,557 Indefinite life Foreign tax credits 5,136 2022 - 2027 |
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: 2022 2021 (in thousands) Beginning balance as of January 1, $ 600 $ 600 Additions for tax positions taken in prior years — 931 Reductions of tax positions taken in prior years — — Reductions for settlements on tax positions of prior years ( 339 ) ( 931 ) Ending balance as of December 31, $ 261 $ 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, 2022 2021 2020 (in thousands) Domestic (U.S.) $ 106,365 $ 73,338 $ 38,762 Foreign (Israel) 1,170 ( 2,277 ) ( 9,622 ) Total $ 107,535 $ 71,061 $ 29,140 |
Summary of Income Tax Provision | The components of the income tax provision were as follows: For the Year Ended December 31, 2022 2021 2020 (in thousands) Current: Domestic federal $ 6,907 $ 1,535 $ 690 Domestic state and local 6,350 5,251 2,558 Total current 13,257 6,786 3,248 Deferred: Domestic federal 19,830 7,550 ( 3,399 ) Domestic state and local 2,470 ( 2,702 ) ( 1,348 ) Total deferred 22,300 4,848 ( 4,747 ) Total income tax expense (benefit) $ 35,557 $ 11,634 $ ( 1,499 ) |
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, 2022 2021 2020 (in thousands) Income tax expense (benefit) at the statutory rate $ 22,582 21.0 % $ 14,923 21.0 % $ 6,119 21.0 % Increases (decreases): Internal entity realignment, change in entity status (*) 8,880 8.3 % — 0.0 % — 0.0 % Non-controlling interest in partnership ( 58 ) ( 0.1 )% ( 48 ) ( 0.1 )% ( 3,412 ) ( 11.7 )% State income taxes, net of federal income tax benefit 6,470 6.0 % 3,444 4.8 % 2,188 7.5 % International rate differential 23 0.0 % ( 425 ) ( 0.6 )% 262 0.9 % Non-deductible expenses 1,392 1.3 % 1,941 2.7 % 470 1.6 % Investment in partnership — 0.0 % — 0.0 % 850 2.9 % Valuation allowance ( 2,222 ) ( 2.1 )% ( 3,892 ) ( 5.5 )% ( 7,550 ) ( 25.9 )% Credits ( 1,319 ) ( 1.2 )% ( 1,880 ) ( 2.6 )% ( 1,066 ) ( 3.7 )% Other rate differentials ( 191 ) ( 0.1 )% ( 2,429 ) ( 3.4 )% 640 2.3 % Total $ 35,557 33.1 % $ 11,634 16.3 % $ ( 1,499 ) ( 5.1 )% |
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, 2022 2021 (in thousands) Deferred tax assets: Asset retirement obligation $ 16,290 $ 1,616 Inventory 376 221 Lease obligations 375,299 72,944 Financial liabilities 24,607 — Accrued expenses 4,054 213 Deferred income 9,868 1,024 Fuel supply agreements 61,816 — Environmental liabilities 1,780 168 Transaction costs 2,224 2,273 Investment in partnership 13,754 33,332 Share-based compensation 3,936 224 Net operating loss carryforwards 5,291 11,922 Credits 5,136 11,971 Other 2,302 1,169 Total deferred tax assets 526,733 137,077 Valuation allowance ( 11,142 ) ( 13,416 ) Total deferred tax assets, net 515,591 123,661 Deferred tax liabilities: Property and equipment ( 123,931 ) ( 10,540 ) Intangible assets ( 19,810 ) ( 1,214 ) Right-of-use assets ( 345,902 ) ( 66,097 ) Prepaid expenses ( 3,208 ) ( 580 ) Translation adjustments — ( 2,097 ) Other ( 12 ) ( 4,632 ) Total deferred tax liabilities ( 492,863 ) ( 85,160 ) Net deferred tax asset $ 22,728 $ 38,501 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options | The following table summarizes share activity related to stock options: Shares Weighted Average Exercise Price Weighted Average Fair Value Remaining Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) (in thousands) Options Outstanding, January 1, 2021 — $ — Granted 126 10.00 3.73 Options Outstanding, December 31, 2021 126 $ 10.00 9.2 $ — Granted 771 9.11 2.70 Options Outstanding, December 31, 2022 897 $ 9.24 9.0 $ 77 Exercisable at December 31, 2022 42 $ 10.00 8.2 $ — Vested and expected to vest at December 31, 2022 897 $ 9.24 9.0 $ 77 The |
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 for the periods noted. For the Year Ended December 31, 2022 2021 Expected dividend rate 0.9 % — Expected stock price volatility 28.3 % 28.8 % Risk-free interest rate 1.7 % 1.6 % Expected term of options (years) 10.0 10.0 |
Summary of Restricted Stock Units Activity | The following table summarizes share activity re lated to RSUs: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Nonvested RSUs, January 1, 2021 — $ — Granted 1,600 9.60 Released ( 90 ) 9.70 Forfeited ( 10 ) 9.60 Performance-based share adjustment 106 9.60 Nonvested RSUs, December 31, 2021 1,606 $ 9.60 Granted 1,923 8.41 Released ( 395 ) 9.38 Forfeited ( 19 ) 8.49 Nonvested RSUs, December 31, 2022 3,115 $ 8.90 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Balances outstanding with related parties were as follows: As of December 31, 2022 2021 (in thousands) Current assets: Due from equity investment $ 111 $ 126 Loan to equity investment 674 1,008 Due from related parties 366 1,535 Current liabilities: Due to related parties — ( 258 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income per share of common stock: For the Year Ended December 31, 2022 2021 2020 (in thousands) Net income available to common stockholders $ 65,997 $ 53,463 $ 10,433 Change in fair value of Ares Put Option ( 329 ) ( 927 ) — Net income available to common stockholders after $ 65,668 $ 52,536 $ 10,433 Weighted average common shares outstanding — Basic 121,476 124,412 71,074 Effect of dilutive securities: Restricted share units 822 259 — Ares Put Option 926 766 — Weighted average common shares outstanding — Diluted 123,224 125,437 71,074 Net income per share available to $ 0.54 $ 0.43 $ 0.15 Net income per share available to $ 0.53 $ 0.42 $ 0.15 |
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, 2022 2021 2020 (in thousands) Ares Warrants 1,100 1,100 1,100 Public and private warrants 17,333 17,333 17,333 Ares Put Option — — * Series A redeemable preferred stock 8,396 8,333 8,333 Stock options 897 126 — (*) Refer to description of this instrument in Note 10 above. |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Expected term (in years) 0.2 1.2 Volatility 25.9 % 30.1 % Risk-free interest rate 4.3 % 0.4 % Strike price $ 12.845 $ 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, 2022 2021 Expected term (in years) 3.0 4.0 Volatility 41.9 % 36.3 % Risk-free interest rate 4.2 % 1.1 % 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, 2022 2021 Expected term (in years) 4.4 5.4 Volatility 42.0 % 35.9 % Risk-free interest rate 4.1 % 1.3 % Stock price $ 8.66 $ 8.77 |
Segment Reporting (Table)
Segment Reporting (Table) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Retail Wholesale Fleet Fueling GPMP All Other Total (in thousands) Revenues Fuel revenue $ 3,887,549 $ 3,234,145 $ 270,670 $ 5,160 $ 3,566 $ 7,401,090 Merchandise revenue 1,647,642 — — — — 1,647,642 Other revenues, net 67,280 23,451 2,178 1,024 134 94,067 Total revenues from external customers 5,602,471 3,257,596 272,848 6,184 3,700 9,142,799 Inter-segment — — — 5,678,167 4,264 5,682,431 Total revenues from reportable segments 5,602,471 3,257,596 272,848 5,684,351 7,964 14,825,230 Operating income 264,552 33,864 18,382 89,035 792 406,625 Interest and other financial expenses, net ( 11,654 ) — ( 11,654 ) Income tax benefit 177 177 Loss from equity investment ( 74 ) ( 74 ) Net income from reportable segments $ 395,074 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 other 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 other 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 |
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, 2022 2021 2020 (in thousands) Total revenues from reportable segments $ 14,825,230 $ 11,802,889 $ 5,719,673 Other revenues, net — — ( 167 ) Elimination of inter-segment revenues ( 5,682,431 ) ( 4,385,491 ) ( 1,709,274 ) Total revenues $ 9,142,799 $ 7,417,398 $ 4,010,232 |
Schedule of Reconciliation of Net Income from Reportable Segments to Net Income (Loss) | A reconciliation of net income from reportable segments to net income on the consolidated statements of operations was as follows: For the Year Ended December 31, 2022 2021 2020 (in thousands) Net income from reportable segments $ 395,074 $ 340,716 $ 243,934 Amounts not allocated to segments: Other revenues, net — — ( 167 ) Store operating expenses 2,264 3,287 ( 2,380 ) General and administrative expenses ( 137,072 ) ( 121,697 ) ( 91,447 ) Depreciation and amortization ( 94,383 ) ( 89,822 ) ( 67,023 ) Other income, net ( 9,816 ) ( 3,536 ) ( 9,228 ) Interest and other financial expenses, net ( 48,355 ) ( 58,108 ) ( 44,852 ) Income tax (expense) benefit ( 35,734 ) ( 11,413 ) 1,802 Net income $ 71,978 $ 59,427 $ 30,639 |
Store Operating Expenses (Table
Store Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Expenses [Abstract] | |
Summary of Store Operating Expenses | Store operating expenses consisted of the following: For the Year Ended December 31, 2022 2021 2020 (in thousands) Salaries and wages $ 287,185 $ 242,692 $ 217,121 Rent 145,120 133,143 113,694 Credit card fees 101,434 83,757 57,644 Utilities, upkeep, and taxes 63,121 57,497 51,811 Repairs and maintenance 43,873 37,345 28,469 Insurance 19,308 20,537 18,956 Other store operating expenses 61,133 55,547 44,727 Total store operating expenses $ 721,174 $ 630,518 $ 532,422 |
General - Additional Informatio
General - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) States Sites $ / shares | Dec. 31, 2021 $ / shares | |
Business And Basis Of Presentation [Line Items] | ||
Number of self operated sites | 1,404 | |
Number of sites operated by external operators (dealers) | 1,674 | |
Number of cardlock sites | 183 | |
Number of states | States | 34 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 |
Goodwill or intangible assets | $ | $ 0 | |
GPM and Haymaker [Member] | ||
Business And Basis Of Presentation [Line Items] | ||
Minority interest ownership percentage | 67.99% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2014 | |
Schedule Of Accounting Policies [Line Items] | ||||||
Cash equivalents | $ 207,500,000 | $ 700,000 | ||||
Cash and cash equivalents | $ 298,529,000 | 252,141,000 | $ 293,666,000 | $ 32,117,000 | ||
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 one to 30 days and are stated as amounts due. | |||||
Receivable Write Offs | $ 0 | 0 | 0 | |||
Impairment losses related to property and equipment and right-of-use assets | 3,700,000 | 3,200,000 | 4,700,000 | |||
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 | $ 1,015,200,000 | 1,004,800,000 | 584,600,000 | |||
Advertising costs, net of co-op advertising reimbursement | $ 5,200,000 | 4,400,000 | 3,800,000 | |||
Percentage of realization settlement related to Uncertain tax positions | 50% | |||||
Contribution percentage of retirement plan for employees | 75% | |||||
Deferred compensation plan | 90% | |||||
Defined contribution plan, expense for matching contributions | $ 1,000,000 | 1,600,000 | $ 800,000 | |||
Other Current Liabilities | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Contract liability for customer loyalty program | 900,000 | 1,500,000 | ||||
Ligad Investments And Construction Ltd | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Related Party Transaction, Due from (to) Related Party | $ 700,000 | |||||
Bearing interest rate | 1% | |||||
Debt instrument, payable date | Dec. 31, 2023 | |||||
Consideration of fixed lease payment | $ 300,000 | |||||
Amount related to sale of properties to third party | $ 7,500,000 | |||||
Option agreement, exercisable date | Sep. 30, 2023 | |||||
Lease agreement period related to properties | 3 years | |||||
Ligad Investments And Construction Ltd | Ligad Investments and Construction Ltd. | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Owned equity rights | 50% | |||||
New Israeli Shekels | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 500,000 | $ 700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | |
Goodwill | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Indefinite-Lived Intangible Assets, Amortization Method | Indefinite life |
Indefinite Lived Intangible Asset Weighted Average Remaining Amortization Period | Indefinite life |
Trade Names | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 5 years |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 3 years |
Wholesale Fuel Supply Contracts | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 10 years |
Wholesale Fuel Supply Contracts | Minimum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 4 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 |
Third-Party Cardlock Site Contracts [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 2 years |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 2 years |
Option To Acquire Ownership Rights | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 8 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 |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 6 months |
Non-contractual customer relationships | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 20 years |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 20 years |
Liquor licenses | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Indefinite-Lived Intangible Assets, Amortization Method | Indefinite life |
Indefinite Lived Intangible Asset Weighted Average Remaining Amortization Period | Indefinite life |
Franchise Rights | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 14 years |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fuel Products | Supplier A | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | $ 974,156 | $ 776,314 | $ 312,231 |
Fuel Products | Supplier B | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | 870,982 | 638,928 | 256,606 |
Fuel Products | Supplier C | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | 758,856 | ||
Merchandise Products | Supplier D | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | $ 664,438 | $ 645,257 | $ 653,994 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule Of Purchases From Suppliers (Details) (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fuel Products | Supplier A | |||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | |||
Percentage of purchases | 10% | 10% | 10% |
Fuel Products | Supplier B | |||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | |||
Percentage of purchases | 10% | 10% | 10% |
Fuel Products | Supplier C | |||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | |||
Percentage of purchases | 10% | 10% | 10% |
Merchandise Products | Supplier D | |||
Purchase Commitment, Excluding Long-Term Commitment [Line Items] | |||
Percentage of purchases | 10% | 10% | 10% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Lease Term and Useful Life of Assets (Details) | Dec. 31, 2022 |
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 | 5 years |
Limited Partnership - Additiona
Limited Partnership - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Payment To Purchase Of Units | $ 3,000 | ||
Amount of GPM with Respect to Post Closing Adjustment | $ 3,375 | ||
Total Consideration | $ 98,000 | ||
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] | |||
Noncontrolling Interest, Ownership Percentage by Parent | 99.80% | 99.80% | |
Limited partnership interests owned by third parties | 19.30% | ||
Limited partnership interests | 0.29% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 06, 2022 USD ($) Sites Store | Jul. 22, 2022 USD ($) Dealer Sites | Nov. 09, 2021 USD ($) StoresAndGasStation | Nov. 09, 2021 USD ($) StoresAndGasStation | May 18, 2021 USD ($) StoresAndGasStation | May 18, 2021 USD ($) StoresAndGasStation | Oct. 06, 2020 USD ($) StoresAndGasStation GasStation | Oct. 05, 2020 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Sites | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 09, 2022 Dealer Store | Jul. 20, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||||||||
Number of sites leased | Sites | 121 | |||||||||||||
Operating leases, current portion | $ 57,563 | $ 51,261 | ||||||||||||
Goodwill | 217,297 | 197,648 | $ 173,937 | |||||||||||
Net cash outflow | 419,726 | 203,070 | 363,988 | |||||||||||
Business Combination Number Of Convenience Stores Acquired | Store | 24 | |||||||||||||
Express Stop | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of real estate | StoresAndGasStation | 60 | 60 | ||||||||||||
Acquisition related cost | $ 87,000 | 78,000 | ||||||||||||
Financial liability | 44,200 | |||||||||||||
Operating leases, current portion | 30,000 | |||||||||||||
Other Payments to Acquire Businesses | 15,900 | |||||||||||||
Goodwill | $ 7,556 | $ 7,556 | ||||||||||||
Goodwill recognized for tax deductible for US income tax purpose | 0 | |||||||||||||
Acquisition related cost recognized as other (income) expenses | 2,500 | |||||||||||||
Revenue through closing date of acquisition till period end date | 130,000 | |||||||||||||
Net income through acquisition date till period end date | 2,000 | |||||||||||||
Date of acquisition agreement | May 18, 2021 | |||||||||||||
Consideration paid in cash | 94,687 | $ 0 | 0 | |||||||||||
Property and equipment | $ 76,550 | 76,550 | ||||||||||||
Intangible assets | 2,740 | 2,740 | ||||||||||||
Deferred tax asset | $ 2,435 | 2,435 | ||||||||||||
Net cash outflow | $ 94,429 | |||||||||||||
Express Stop | Trade Names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of assets acquired | 5 years | |||||||||||||
Handy Mart Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of real estate | StoresAndGasStation | 36 | 36 | ||||||||||||
Consideration Provided By Oak Street | $ 93,202 | $ 93,202 | ||||||||||||
Right-of-use assets under operating leases | 12,047 | 12,047 | ||||||||||||
The amount of inventory and cash in the stores recognized as of the closing date of the acquisition date | $ 12,000 | |||||||||||||
Goodwill | $ 64 | 64 | ||||||||||||
Goodwill recognized for tax deductible for US income tax purpose | 0 | |||||||||||||
Business Combination, Acquisition Related Costs | 600 | |||||||||||||
Revenue through closing date of acquisition till period end date | 32,700 | |||||||||||||
Net income through acquisition date till period end date | 900 | |||||||||||||
Date of acquisition agreement | Nov. 09, 2021 | |||||||||||||
Consideration paid in cash | 110,828 | $ 0 | 0 | |||||||||||
Property and equipment | $ 105,824 | 105,824 | ||||||||||||
Intangible assets | $ 1,290 | 1,290 | ||||||||||||
Acquisition-related costs | 600 | |||||||||||||
Business Combination Consideration Paid By Others | $ 6,700 | 93,200 | ||||||||||||
Net cash outflow | 110,778 | |||||||||||||
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 | |||||||||||||
Empire Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of gas stations | GasStation | 1,453 | |||||||||||||
Number of real estate | StoresAndGasStation | 84 | |||||||||||||
Right-of-use assets under operating leases | $ 210,352 | |||||||||||||
Consideration paid | $ 351,000 | |||||||||||||
Paid for cash and inventory in stores | $ 10,600 | |||||||||||||
Frequency of consideration payment | each of the first five anniversaries of the closing date | |||||||||||||
Annual consideration payment | $ 4,000 | $ 6,100 | 4,000 | |||||||||||
Additional consideration | 20,000 | |||||||||||||
Contigent consideration | $ 45,000 | |||||||||||||
Earnout period | 5 years | |||||||||||||
Option to purchase asset period | 5 years | |||||||||||||
Consideration liability incurred | 350,000 | |||||||||||||
Goodwill | 56,140 | |||||||||||||
Business Combination, Acquisition Related Costs | 0 | 300 | 4,200 | |||||||||||
Net income through acquisition date till period end date | 7,700 | |||||||||||||
Consideration paid in cash | 386,555 | 2,100 | ||||||||||||
Property and equipment | 109,317 | |||||||||||||
Option to acquire ownership rights | 8,446 | |||||||||||||
Intangible assets | 2,800 | |||||||||||||
Deferred tax asset | 11,459 | |||||||||||||
Acquisition-related costs | 0 | 300 | 4,200 | |||||||||||
Goodwill, period increase (decrease) | 16,200 | |||||||||||||
Depreciation and amortization expenses | 2,300 | 800 | ||||||||||||
Revenue from acquisition | 477,300 | |||||||||||||
Net cash outflow | $ 361,616 | |||||||||||||
Empire Acquisition | GPMP Segment [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Goodwill | $ 56,100 | |||||||||||||
Empire Acquisition | Capital One Line of Credit [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration liability incurred | 350,000 | |||||||||||||
Empire Acquisition | Delayed Term Loan A [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition related cost | 60,000 | |||||||||||||
Consideration liability incurred | $ 63,000 | |||||||||||||
Quarles Petroleum Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of dealer locations | Dealer | 46 | |||||||||||||
Consideration Provided By Oak Street | $ 129,316 | $ 130,000 | ||||||||||||
Right-of-use assets under operating leases | 32,916 | |||||||||||||
Acquisition related cost | 170,000 | |||||||||||||
Consideration liability incurred | 40,000 | |||||||||||||
Goodwill | $ 0 | |||||||||||||
Acquisition related cost recognized as other (income) expenses | 2,300 | 600 | ||||||||||||
Revenue through closing date of acquisition till period end date | 317,200 | |||||||||||||
Net income through acquisition date till period end date | $ 13,700 | |||||||||||||
Date of acquisition agreement | Jul. 22, 2022 | |||||||||||||
Consideration paid in cash | $ 184,989 | 0 | ||||||||||||
Property and equipment | 146,055 | |||||||||||||
Intangible assets | 30,010 | |||||||||||||
Net cash outflow | $ 184,163 | |||||||||||||
Quarles Petroleum Inc | Third Party [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of sites leased | Sites | 63 | |||||||||||||
Useful life of assets acquired | 2 years | |||||||||||||
Quarles Petroleum Inc | Capital One Credit Facility [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition related cost | $ 40,000 | |||||||||||||
Oak Street | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Number of sites leased | Sites | 39 | |||||||||||||
Number of real estate | Sites | 104 | |||||||||||||
Consideration Provided By Oak Street | $ 129,300 | |||||||||||||
Right-of-use assets under operating leases | 61,600 | |||||||||||||
Acquisition related cost | $ 60,000 | |||||||||||||
Financial liability | $ 20,200 | |||||||||||||
right-of-use assets and operating lease liabilities | $ 105,500 | |||||||||||||
Pride Convenience Holdings LLc Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration Provided By Oak Street | 201,654 | |||||||||||||
Right-of-use assets under operating leases | 2,245 | |||||||||||||
Acquisition related cost | 230,000 | |||||||||||||
Financial liability | 34,800 | |||||||||||||
Consideration liability incurred | 20,000 | |||||||||||||
Goodwill | 19,585 | 19,600 | ||||||||||||
Acquisition related cost recognized as other (income) expenses | 2,200 | |||||||||||||
Revenue through closing date of acquisition till period end date | 25,700 | |||||||||||||
Net income through acquisition date till period end date | $ 1,100 | |||||||||||||
Consideration paid in cash | 235,378 | 0 | $ 0 | |||||||||||
Property and equipment | 204,581 | |||||||||||||
Intangible assets | 1,824 | |||||||||||||
Deferred tax asset | 6,527 | |||||||||||||
Net cash outflow | 228,732 | |||||||||||||
Company finance acquisition | 30,000 | |||||||||||||
Pride Convenience Holdings LLc Acquisition | Trade Names | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of assets acquired | 5 years | |||||||||||||
WtgFuelsLlc Member | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition related cost | $ 25,400 | |||||||||||||
Business Combination Number Of FleetFueling Cardlocksites acquired | Sites | 57 | |||||||||||||
Business Combination Number Of Private Cardlocksites Acquired | Sites | 52 | |||||||||||||
Business Combination purchase price Acquisition | $ 140,400 | |||||||||||||
Transit Energy Group Member | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition related cost | $ 370,000 | |||||||||||||
Number of convenience stores | Store | 135 | |||||||||||||
Number of dealer locations to be acquired | Dealer | 190 | |||||||||||||
Deferred consideration | 50,000 | |||||||||||||
Deferred consideration annual installment amount | $ 25,000 | |||||||||||||
Fueling Sites Member | Customer Relationships | Quarles Petroleum Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of assets acquired | 20 years | |||||||||||||
Wholesale Fuel Supply Contracts | Empire Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Weighted average discount rate | 13% | |||||||||||||
Weighted average useful life | 12 years | |||||||||||||
Wholesale Fuel Supply Contracts | Quarles Petroleum Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Useful life of assets acquired | 4 years 3 months 18 days | |||||||||||||
Ownership [Member] | Empire Acquisition | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Property and equipment | 16,300 | |||||||||||||
Deferred tax asset | $ 3,100 |
Acquisitions - Summary of Detai
Acquisitions - Summary of Details of Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 06, 2022 | Jul. 22, 2022 | Nov. 09, 2021 | May 18, 2021 | Oct. 05, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 20, 2022 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 217,297 | $ 197,648 | $ 173,937 | ||||||
Net cash outflow | 419,726 | 203,070 | 363,988 | ||||||
Quarles Petroleum Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 14,847 | ||||||||
GPMP Capital One Line of Credit | 40,000 | ||||||||
Liability resulting from Contingent Consideration | 826 | ||||||||
Total consideration | 184,989 | 0 | |||||||
Inventory | 12,300 | ||||||||
Other assets | 1,181 | ||||||||
Property and equipment | 146,055 | ||||||||
Right-of-use assets under operating leases | 32,916 | ||||||||
Intangible assets | 30,010 | ||||||||
Environmental receivables | 8 | ||||||||
Total assets | 222,470 | ||||||||
Other current liabilities | (1,168) | ||||||||
Environmental liabilities | (316) | ||||||||
Asset retirement obligations | (5,195) | ||||||||
Operating leases | (30,802) | ||||||||
Total liabilities | (37,481) | ||||||||
Total identifiable net assets | 184,989 | ||||||||
Goodwill | 0 | ||||||||
Consideration paid in cash by the company | 54,847 | ||||||||
Consideration provided by Oak Street | 129,316 | $ 130,000 | |||||||
Net cash outflow | $ 184,163 | ||||||||
Pride Convenience Holdings LLc Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 10,669 | ||||||||
GPMP Capital One Line of Credit | 20,000 | ||||||||
Payable to Pride | 3,055 | ||||||||
Total consideration | 235,378 | 0 | 0 | ||||||
Cash and cash equivalents | 3,591 | ||||||||
Trade receivables | 6,228 | ||||||||
Inventory | 5,126 | ||||||||
Other assets | 951 | ||||||||
Property and equipment | 204,581 | ||||||||
Right-of-use assets under operating leases | 2,245 | ||||||||
Intangible assets | 1,824 | ||||||||
Environmental receivables | 42 | ||||||||
Deferred tax asset | 6,527 | ||||||||
Total assets | 231,115 | ||||||||
Accounts payable | (11,073) | ||||||||
Other current liabilities | (1,259) | ||||||||
Environmental liabilities | (70) | ||||||||
Asset retirement obligations | (675) | ||||||||
Operating leases | (2,245) | ||||||||
Total liabilities | (15,322) | ||||||||
Total identifiable net assets | 215,793 | ||||||||
Goodwill | 19,585 | 19,600 | |||||||
Consideration paid in cash by the company | 30,669 | ||||||||
Consideration provided by Oak Street | 201,654 | ||||||||
Less: cash and cash equivalent balances acquired | (3,591) | ||||||||
Net cash outflow | $ 228,732 | ||||||||
Express Stop | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 16,191 | ||||||||
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 | ||||||||
Intangible assets | 2,740 | ||||||||
Environmental receivables | 46 | ||||||||
Deferred tax asset | 2,435 | ||||||||
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 | ||||||||
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] | |||||||||
Cash | $ 17,626 | ||||||||
Total consideration | 110,828 | $ 0 | $ 0 | ||||||
Cash and cash equivalents | 50 | ||||||||
Inventory | 4,754 | ||||||||
Other assets | 671 | ||||||||
Property and equipment | 105,824 | ||||||||
Right-of-use assets under operating leases | 12,047 | ||||||||
Intangible assets | 1,290 | ||||||||
Total assets | 124,636 | ||||||||
Other current liabilities | (437) | ||||||||
Environmental liabilities | (40) | ||||||||
Asset retirement obligations | (1,348) | ||||||||
Operating leases | (12,047) | ||||||||
Total liabilities | (13,872) | ||||||||
Total identifiable net assets | 110,764 | ||||||||
Goodwill | 64 | ||||||||
Consideration paid in cash by the company | 17,626 | ||||||||
Consideration provided by Oak Street | 93,202 | ||||||||
Less: cash and cash equivalent balances acquired | (50) | ||||||||
Net cash outflow | $ 110,778 | ||||||||
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 | ||||||||
Right-of-use assets under operating leases | 210,352 | ||||||||
Right-of-use assets under financing leases | 15,120 | ||||||||
Intangible assets | $ 2,800 | ||||||||
Wholesale fuel supply contracts | 194,000 | ||||||||
Option to acquire ownership rights | 8,446 | ||||||||
Other intangible assets | 750 | ||||||||
Environmental receivables | 491 | ||||||||
Deferred tax asset | 11,459 | ||||||||
Total assets | 567,471 | ||||||||
Other current liabilities | (4,753) | ||||||||
Environmental liabilities | (1,278) | ||||||||
Operating leases | (202,500) | ||||||||
Financing leases | (13,357) | ||||||||
Asset retirement obligations | (15,168) | ||||||||
Total liabilities | (237,056) | ||||||||
Total identifiable net assets | 330,415 | ||||||||
Goodwill | 56,140 | ||||||||
Consideration paid in cash by the company | 361,790 | ||||||||
Less: cash and cash equivalent balances acquired | (174) | ||||||||
Net cash outflow | $ 361,616 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Total revenue | $ 9,907,002 | $ 8,451,919 | $ 6,502,948 |
Net income | $ 80,260 | $ 61,872 | $ 55,020 |
Trade Receivables, Net - Schedu
Trade Receivables, Net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Credit card receivables | $ 42,806 | $ 30,113 |
Total trade receivables, net | 118,140 | 62,342 |
Fleet Fueling [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer credit accounts receivables, net | 33,082 | 0 |
Independent Dealers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer credit accounts receivables, net | $ 42,252 | $ 32,229 |
Trade Receivables, Net - Additi
Trade Receivables, Net - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Uncollectible fleet fueling customers, dealers and customer credit accounts receivables | $ 1.8 | $ 1.1 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventory | $ 221,951 | $ 197,836 |
Fuel Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | 80,004 | 63,102 |
Merchandise Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | 132,080 | 126,147 |
Lottery Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 9,867 | $ 8,587 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Assets [Abstract] | ||
Vendor receivables | $ 42,711 | $ 48,833 |
Asset resulting from contingent consideration | 4,533 | 3,375 |
Prepaid expenses | 15,543 | 13,116 |
Environmental receivables | 1,083 | 1,119 |
Income tax receivable | 800 | 3,340 |
Due from related parties | 1,151 | 2,669 |
Other current assets | 22,052 | 19,643 |
Total other current assets | $ 87,873 | $ 92,095 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 115,276 | $ 104,492 |
Buildings and leasehold improvements | 242,265 | 219,052 |
Equipment | 633,511 | 508,000 |
Accumulated depreciation | (345,243) | (282,575) |
Total property and equipment, net | $ 645,809 | $ 548,969 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jul. 22, 2022 | May 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 20, 2022 | |
Property Plant And Equipment [Line Items] | ||||||
Depreciation expense | $ 68,800 | $ 60,200 | $ 49,500 | |||
Real estate investments, Other | 9,000 | |||||
Net income | $ 71,978 | 59,427 | $ 30,639 | |||
E-Z Mart Sale-Leaseback | ||||||
Property Plant And Equipment [Line Items] | ||||||
Sale and leaseback gain (loss) recorded | 11,000 | |||||
Empire Sale-Leaseback | ||||||
Property Plant And Equipment [Line Items] | ||||||
Sale and leaseback gain (loss) recorded | (11,100) | |||||
Quarles Petroleum Inc | ||||||
Property Plant And Equipment [Line Items] | ||||||
Consideration Provided By Oak Street | $ 129,316 | $ 130,000 | ||||
Real estate funding | $ 1,150,000 | |||||
Oak Street | ||||||
Property Plant And Equipment [Line Items] | ||||||
Date of real estate funding agreement | May 03, 2021 | |||||
Real estate funding | $ 1,150,000 | |||||
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, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Beginning balance | $ 197,648 | $ 173,937 |
Goodwill attributable to acquisitions during the year | 19,585 | 7,556 |
Goodwill adjustment - Empire Acquisition | 16,155 | |
Goodwill adjustment - Handy Mart Acquisition | 64 | |
Ending balance | 217,297 | 197,648 |
Retail | ||
Goodwill [Line Items] | ||
Beginning balance | 14,861 | 14,861 |
Goodwill attributable to acquisitions during the year | 0 | 0 |
Goodwill adjustment - Empire Acquisition | 0 | |
Goodwill adjustment - Handy Mart Acquisition | 0 | |
Ending balance | 14,861 | 14,861 |
Gpmp | ||
Goodwill [Line Items] | ||
Beginning balance | 182,787 | 159,076 |
Goodwill attributable to acquisitions during the year | 19,585 | 7,556 |
Goodwill adjustment - Empire Acquisition | 16,155 | |
Goodwill adjustment - Handy Mart Acquisition | 64 | |
Ending balance | $ 202,436 | $ 182,787 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Wholesale fuel supply agreements | $ 202,512 | $ 198,232 | |
Trade names | 37,084 | 35,760 | |
Options to acquire ownership rights and develop stores | 6,372 | 6,372 | |
Non-contractual customer relationships | 25,220 | 0 | |
Other intangibles | 21,690 | 20,473 | |
Accumulated amortization | 20,900 | 23,600 | $ 12,200 |
Finite-Lived Intangible Assets, Net | 197,123 | 185,993 | |
Wholesale Fuel Supply Agreements | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (40,645) | (23,932) | |
Trade Names | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (33,060) | (30,341) | |
Options To Acquire Ownership Rights And Develop Stores | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (3,939) | (3,140) | |
Non-contractual Customer Relationships | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (525) | 0 | |
Other Intangibles | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | $ (17,586) | $ (17,431) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Franchise Rights | $ 3,100 | $ 3,100 | |
Liquor licenses | 2,500 | 2,500 | |
Amortization expense | 20,900 | 23,600 | $ 12,200 |
Wholesale Fuel Supply Agreements | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Amortization expense | (40,645) | (23,932) | |
Trade Names | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Amortization expense | (33,060) | (30,341) | |
Options To Acquire Ownership Rights And Develop Stores | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Amortization expense | $ (3,939) | $ (3,140) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 20,924 |
2024 | 19,954 |
2025 | 19,543 |
2026 | 19,250 |
2027 | 18,009 |
Thereafter | 96,297 |
Future Amortization Expense Net | $ 193,977 |
Other Current Liabilities - Com
Other Current Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee costs | $ 28,298 | $ 30,935 |
Fuel and other taxes | 30,491 | 31,381 |
Accrued insurance liabilities | 9,881 | 10,986 |
Accrued expenses | 42,955 | 35,672 |
Environmental liabilities | 3,425 | 3,459 |
Deferred vendor income | 12,101 | 11,654 |
Accrued income taxes payable | 4,056 | 0 |
Due to related parties | 0 | 258 |
Liabilities resulting from Additional and Contingent Consideration | 5,674 | 8,813 |
Ares Put Option | 8,575 | 0 |
Other accrued liabilities | 8,641 | 4,330 |
Total other current liabilities | $ 154,097 | $ 137,488 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Ares Put Option [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Put Option Value | $ 27.3 |
Other Non-current Liabilities -
Other Non-current Liabilities - Components of Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Environmental liabilities | $ 8,639 | $ 9,394 |
Deferred vendor income | 26,715 | 23,872 |
Liabilities resulting from Additional and Contingent Consideration | 7,256 | 11,855 |
Ares Put Option | 0 | 8,904 |
Public Warrants | 25,894 | 23,600 |
Private Warrants | 4,515 | 7,240 |
Deferred Shares | 1,436 | 1,563 |
Financial liabilities | 96,864 | 43,647 |
Other non-current liabilities | 7,626 | 6,778 |
Total other non-current liabilities | $ 178,945 | $ 136,853 |
Other Non-current Liabilities_2
Other Non-current Liabilities - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Dec. 31, 2022 | Dec. 31, 2020 |
Option Indexed to Issuer's Equity [Line Items] | ||
Exercise price | $ 0.01 | |
Public Warrants [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Warrants to purchase common stock | 14.8 | 13.3 |
Exercise price | $ 18 | |
Private Warrants [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Warrants to purchase common stock | 2.5 | 4 |
Haymaker [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Warrants to purchase common stock | 17.3 | |
Exercise price | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Capital One line of credit | $ 256,430 | $ 195,232 |
Insurance premium notes | 2,886 | 3,111 |
Total debt, net | 751,987 | 717,009 |
Less current portion | (11,944) | (40,384) |
Total long-term debt, net | 740,043 | 676,625 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | 443,648 | 442,889 |
PNC term loans | ||
Debt Instrument [Line Items] | ||
Total debt, net | 0 | 32,385 |
M&T debt | ||
Debt Instrument [Line Items] | ||
Total debt, net | $ 49,023 | $ 43,392 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands, ₪ in Millions | 12 Months Ended | ||||||||
Dec. 20, 2022 | Dec. 09, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Oct. 21, 2021 USD ($) | Jun. 24, 2021 Sites | Dec. 21, 2016 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Credit agreement amendment description | Prior to the Eighth Amendment, the PNC Line of Credit bore interest, as elected by GPM at: (a) LIBOR plus a margin of 1.75% or (b) a rate per annum equal to the alternate base rate plus a margin of 0.5%, which was equal to the greatest of (i) the PNC base rate, (ii) the overnight bank funding rate plus 0.5%, and (iii) LIBOR plus 1.0%, subject to the definitions set in the agreement. Every quarter, the LIBOR margin rate and the alternate base rate margin rate were updated based on the quarterly average undrawn availability of the PNC Line of Credit. | Prior to the Eighth Amendment, the PNC Line of Credit bore interest, as elected by GPM at: (a) LIBOR plus a margin of 1.75% or (b) a rate per annum equal to the alternate base rate plus a margin of 0.5%, which was equal to the greatest of (i) the PNC base rate, (ii) the overnight bank funding rate plus 0.5%, and (iii) LIBOR plus 1.0%, subject to the definitions set in the agreement. Every quarter, the LIBOR margin rate and the alternate base rate margin rate were updated based on the quarterly average undrawn availability of the PNC Line of Credit. | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 256,430 | $ 195,232 | |||||||
Amortization Of Financing Costs And Discounts | 2,514 | 9,304 | $ 2,236 | ||||||
Financing Costs [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments of Debt Issuance Costs | 600 | 8,300 | |||||||
Debt Issuance Costs, Gross | 14,100 | 14,600 | |||||||
Accumulated Amortization, Debt Issuance Costs | 4,800 | 3,300 | |||||||
Deferred Finance Costs Recorded as Asset | 500 | 200 | |||||||
Amortization Of Financing Costs And Discounts | $ 2,500 | $ 9,300 | $ 2,200 | ||||||
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] | |||||||||
Credit agreement amendment description | On December 9, 2022, GPMP entered into an amendment to the Capital One Line of Credit to replace LIBOR with SOFR as an interest rate benchmark. Prior to the amendment, the Capital One Line of Credit bore interest, as elected by GPMP at: (a) LIBOR plus a margin of 2.25% to 3.25% or (b) a rate per annum equal to base rate plus a margin of 1.25% to 2.25%, which was equal to the greatest of (i) Capital One’s prime rate, (ii) the one-month LIBOR plus 1.0%, and (iii) the federal funds rate plus 0.5%, subject to the definitions set in the agreement. The margin was determined according to a formula in the Capital One Line of Credit that depends on GPMP’s leverage | ||||||||
Line of Credit Facility, Annual Principal Payment | $ 200,000 | ||||||||
Capital One Credit Facility [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 1% | ||||||||
Capital One Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 0.50% | ||||||||
Maximum [Member] | Capital One Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt floating rate | 3.25% | ||||||||
Maximum [Member] | Capital One Credit Facility [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt floating rate | 2.25% | ||||||||
Minimum [Member] | Capital One Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt floating rate | 2.25% | ||||||||
Minimum [Member] | Capital One Credit Facility [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt floating rate | 1.25% | ||||||||
Bonds (Series C) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Annual interest rate of bonds percentage | 4.85% | 4.85% | |||||||
Gross proceeds from debt instrument | $ 105,000 | ||||||||
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”), in an aggregate principal amount of $225 million, which 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 Ares Term Loan was payable 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”), in an aggregate principal amount of $225 million, which 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 Ares Term Loan was payable 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 December 20, 2022, GPM entered into an eighth amendment to the PNC Credit Agreement (the “Eighth Amendment”) which effected the following primary changes: (1) extended the maturity date by five years to December 22, 2027; (2) replaced LIBOR with SOFR (as defined in the Eighth Amendment) as an interest rate benchmark, including the replacement of LIBOR Rate Loans, with interest periods of one, two and three months, with adjusted Term SOFR Rate Loans (as defined in the Eighth Amendment), with interest periods of one and three months; (3) revised certain negative covenants to provide additional flexibility, including increased fixed dollar baskets and introduction of basket increases based on average undrawn availability; (4) added cardlock receivables as a portion of the borrowing base under certain circumstances; and (5) increased certain thresholds for events of default. The Company did not incur additional debt or receive any proceeds in connection with the Eighth Amendment. | ||||||||
PNC Credit Line Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Covenant threshold | 10% | 10% | |||||||
GPM PNC Term Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, principal payment | $ 32,400 | ||||||||
Agreement with M T Bank [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit agreement amendment description | On June 24, 2021, GPM amended and restated its credit agreement with M&T Bank (the “M&T Credit Agreement”) and related master covenant agreement. | On June 24, 2021, GPM amended and restated its credit agreement with M&T Bank (the “M&T Credit Agreement”) and related 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 |
Debt - Schedule of Debt Descrip
Debt - Schedule of Debt Description (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Oct. 21, 2021 | |
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 760,816 | ||
Total debt, net | 751,987 | $ 717,009 | |
Net of deferred financing costs | 740,043 | $ 676,625 | |
net deferred financing costs | $ 749,101 | ||
P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Financing payment terms | Maturity date of December 22, 2027. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 134,058 | ||
Net of deferred financing costs | $ 0 | ||
M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Financing payment terms | Current balance is being paid in equal monthly installments of approximately $590 thousand (principal and interest) with the balance due on the maturity dates in August and September 2024 and September 2025. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 15,411 | ||
Net of deferred financing costs | 15,333 | ||
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 $23.4 million due on the maturity date of June 10, 2026. | ||
Interest rate | 7.31 | ||
Amount financed as of December 31, 2020 (in thousands) | $ 31,365 | ||
Net of deferred financing costs | 30,860 | ||
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) | $ 2,854 | ||
Net of deferred financing costs | 2,830 | ||
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) | $ 258,300 | ||
Net of deferred financing costs | 256,430 | ||
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 | $ 443,648 | ||
Unused Fee | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | Unused fee - 0.375% or 0.25% if usage is 25% or more | ||
Unused Fee | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 887 | ||
Unused Fee | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 241,000 | ||
LIBOR | M&T Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.0 | ||
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] | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.58 | ||
Minimum [Member] | Unused Fee | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.3 | ||
Minimum [Member] | SOFR [Member] | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.25 | ||
Minimum [Member] | SOFR [Member] | 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] | ABR | 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] | |||
Amount of financing | $ 140,000 | ||
Interest rate | 5.71 | ||
Maximum [Member] | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 20,000 | ||
Interest rate | 6.90 | ||
Maximum [Member] | Other M&T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.26 | ||
Maximum [Member] | Unused Fee | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.50 | ||
Maximum [Member] | SOFR [Member] | P N C Lines of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.75 | ||
Maximum [Member] | SOFR [Member] | 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] | ABR | Gpmp Capital One Line Credit | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.25 |
Debt - Schedule of Letter of Cr
Debt - Schedule of Letter of Credit Facilities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
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 | $ 5.8 |
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 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 12,165 | |
2024 | 267,224 | |
2025 | 5,720 | |
2026 | 25,128 | |
2027 | 115 | |
Thereafter | 450,464 | |
Long-term Debt | 760,816 | |
Deferred financing costs | (8,829) | |
Total debt, net | $ 751,987 | $ 717,009 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Beginning Balance as of January 1, | $ 58,428 | $ 53,235 | |
Acquisitions in year | 5,870 | 3,796 | |
Accretion expense | 1,833 | 1,705 | $ 1,359 |
Adjustments | (727) | (178) | |
Retirement of tanks | (95) | (130) | |
Ending Balance as of December 31, | $ 65,309 | $ 58,428 | $ 53,235 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments And Contingencies [Line Items] | |||
Liability for removal of underground storage tanks | $ 65,309 | $ 58,428 | $ 53,235 |
Other Current Liabilities | |||
Commitments And Contingencies [Line Items] | |||
Liability for removal of underground storage tanks | $ 400 | $ 407 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Unamortized liability | $ 31.4 | $ 27.5 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Gallon Volume Purchase Requirements (Details) gal in Thousands | Dec. 31, 2022 gal |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | 407,570 |
2024 | 293,203 |
2025 | 191,155 |
2026 | 169,512 |
2027 | 169,512 |
Thereafter | 678,049 |
Total | 1,909,001 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Lessors NumberOfLeaseAgreements Cardlock Dealer Store Sites | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee Lease Description [Line Items] | |||
Leases description | the Company leased 1,144 of the convenience stores that it operates, 173 independent dealer locations, 113 cardlock locations and certain office and storage spaces, including land and buildings in certain cases | ||
Number of leased convenience stores | Store | 1,144 | ||
Number of dealer locations | Dealer | 173 | ||
Number of leased cardlock locations | Cardlock | 113 | ||
Number of sites leased | Sites | 775 | ||
Number of separate master lease agreements | NumberOfLeaseAgreements | 38 | ||
Number of lessors under master leases | Lessors | 10 | ||
Description of master leases | there are approximately 775 sites which are leased under 38 separate master lease agreements. Master leases with 10 lessors encompass a total of approximately 735 sites. Master leases with the same landlord contain cross-default provisions, in most cases | ||
Cash outflows for operating leases | $ 139 | $ 128.4 | $ 106.3 |
Cash outflows for financing leases | $ 23.6 | 25 | 24.7 |
Leases and subleases period | 10 years | ||
Operating sublease income | $ 22.1 | $ 20.7 | $ 11.8 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance lease cost: | |||
Depreciation of right-of-use assets | $ 12,061 | $ 13,393 | $ 12,743 |
Interest on lease liabilities | 17,041 | 17,515 | 17,391 |
Operating lease costs included in store operating expenses | 142,730 | 131,106 | 112,541 |
Operating lease costs included in general and administrative expenses | 1,753 | 1,652 | 1,404 |
Lease cost related to variable lease payments, short-term leases and leases of low value assets | 2,390 | 2,037 | 1,153 |
Right-of-use asset impairment charges | 1,661 | 1,799 | 2,352 |
Total lease costs | $ 177,636 | $ 167,502 | $ 147,584 |
Leases -Summary of Supplemental
Leases -Summary of Supplemental Balance Sheet Data Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Right-of-use assets under operating leases | $ 1,203,188 | $ 1,064,982 |
Liabilities | ||
Operating leases, current portion | 57,563 | 51,261 |
Operating leases | 1,218,045 | 1,076,905 |
Total operating leases | $ 1,275,608 | $ 1,128,166 |
Weighted average remaining lease term (in years) | 14 years 1 month 6 days | 14 years 1 month 6 days |
Weighted average discount rate | 7.70% | 7.30% |
Assets | ||
Right-of-use assets | $ 232,986 | $ 236,963 |
Accumulated amortization | (50,873) | (44,585) |
Right-of-use assets under financing leases, net | 182,113 | 192,378 |
Liabilities | ||
Financing leases, current portion | 5,457 | 6,383 |
Financing leases | 225,907 | 229,215 |
Total financing leases | $ 231,364 | $ 235,598 |
Weighted average useful life | 23 years 4 months 24 days | 23 years 9 months 18 days |
Weighted average discount rate | 7.20% | 7.30% |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating | ||
2023 | $ 151,974 | |
2024 | 153,275 | |
2025 | 154,183 | |
2026 | 153,603 | |
2027 | 151,580 | |
Thereafter | 1,398,188 | |
Gross lease payments | 2,162,803 | |
Less: imputed interest | (887,195) | |
Total lease liabilities | 1,275,608 | $ 1,128,166 |
Financing | ||
2023 | 21,974 | |
2024 | 20,922 | |
2025 | 21,039 | |
2026 | 20,664 | |
2027 | 20,719 | |
Thereafter | 424,787 | |
Gross lease payments | 530,105 | |
Less: imputed interest | (298,741) | |
Total lease liabilities | $ 231,364 | $ 235,598 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Cash Payments to be Received Under Operating Subleases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 21,449 |
2024 | 16,039 |
2025 | 14,646 |
2026 | 12,799 |
2027 | 10,048 |
Thereafter | 31,340 |
Total | $ 106,321 |
Environmental Liabilities - Add
Environmental Liabilities - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Environmental Remediation Obligations [Abstract] | ||
Environmental obligations | $ 12.1 | $ 12.9 |
Estimated amount recoverable | $ 4.9 | $ 5.1 |
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Environmental Liabilities - Sch
Environmental Liabilities - Schedule of Undiscounted Future Estimated Payments and Anticipated Recoveries (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Payments | |
2023 | $ 3,425 |
2024 | 3,911 |
2025 | 2,185 |
2026 | 550 |
2027 | 447 |
Thereafter | 1,546 |
Total Future Payments and Recoveries | 12,064 |
Recoveries | |
2023 | 1,083 |
2024 | 1,922 |
2025 | 1,139 |
2026 | 148 |
2027 | 122 |
Thereafter | 528 |
Total Future Payments and Recoveries | 4,942 |
Net Obligations | |
2023 | 2,342 |
2024 | 1,989 |
2025 | 1,046 |
2026 | 402 |
2027 | 325 |
Thereafter | 1,018 |
Total Future Payments and Recoveries | $ 7,122 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||||
Non-cash tax expense | $ 8,900 | |||
Deferred tax assets, operating loss carryforwards | 5,291 | $ 11,922 | ||
Deferred tax assets, valuation allowance | 11,142 | 13,416 | ||
Unrecognized tax benefits | $ 261 | 600 | $ 600 | |
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 | $ 400 | 0 | ||
Tax credit carryforward, benefit from valuation allowance | 5,500 | |||
Unrecognized tax benefits | 300 | $ 600 | ||
Domestic tax credits | Israel Tax Authority | ||||
Income Taxes [Line Items] | ||||
Deferred tax assets, operating loss carryforwards | 5,300 | |||
Loss carryforward benefits | 33,100 | |||
Tax credit amount | 5,100 | |||
Foreign tax credits | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 5,136 | |||
Deferred tax assets, valuation allowance | $ 10,700 | |||
GPM Investments LLC [Member] | ||||
Income Taxes [Line Items] | ||||
Owned equity rights | 100% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Domestic state NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 11,602 |
Expiration Date | 2032 - Indefinite |
Foreign NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 18,963 |
Expiration Date | Indefinite life |
Foreign capital loss | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 2,557 |
Expiration Date | Indefinite life |
Foreign tax credits | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 5,136 |
Foreign tax credits | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2022 |
Foreign tax credits | Maximum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2027 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance as of January 1, | $ 600 | $ 600 |
Additions for tax positions taken in prior years | 0 | 931 |
Reductions of tax positions taken in prior years | 0 | 0 |
Reductions for settlements on tax positions of prior years | (339) | (931) |
Ending Balance as of December 31, | $ 261 | $ 600 |
Income Taxes - Summary of Earni
Income Taxes - Summary of Earnings Before Income Inclusive of the Loss from Equity Investee (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Domestic (US) | $ 106,365 | $ 73,338 | $ 38,762 |
Foreign (Israel) | 1,170 | (2,277) | (9,622) |
Income (loss) before income taxes | $ 107,535 | $ 71,061 | $ 29,140 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Domestic federal | $ 6,907 | $ 1,535 | $ 690 |
Domestic state and local | 6,350 | 5,251 | 2,558 |
Total current | 13,257 | 6,786 | 3,248 |
Deferred: | |||
Domestic federal | 19,830 | 7,550 | (3,399) |
Domestic state and local | 2,470 | (2,702) | (1,348) |
Total deferred | 22,300 | 4,848 | (4,747) |
Total income tax (benefit) expense | $ 35,557 | $ 11,634 | $ (1,499) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at the statutory rate | $ 22,582 | $ 14,923 | $ 6,119 |
Increases (decreases): | |||
Internal entity realignment, change in entity status | 8,880 | 0 | 0 |
Non-controlling interest in partnership | (58) | (48) | (3,412) |
State income taxes, net of federal income tax benefit | 6,470 | 3,444 | 2,188 |
International rate differential | 23 | (425) | 262 |
Non-deductible expenses | 1,392 | 1,941 | 470 |
Investment in partnership | 0 | 0 | 850 |
Valuation allowance | (2,222) | (3,892) | (7,550) |
Credits | (1,319) | (1,880) | (1,066) |
Change to prior state rate | (191) | (2,429) | 640 |
Total income tax (benefit) expense | $ 35,557 | $ 11,634 | $ (1,499) |
Income tax expense (benefit) at the statutory rate | 21% | 21% | 21% |
Increases (decreases): | |||
Internal entity realignment, change in entity status | 8.30% | 0% | 0% |
Non-controlling interest in partnership | (0.10%) | (0.10%) | (11.70%) |
State income taxes, net of federal income tax benefit | 6% | 4.80% | 7.50% |
International rate differential | 0% | (0.60%) | 0.90% |
Non-deductible expenses | 1.30% | 2.70% | 1.60% |
Investment in partnership | 0% | 0% | 2.90% |
Valuation allowance | (2.10%) | (5.50%) | (25.90%) |
Credits | (1.20%) | (2.60%) | (3.70%) |
Change to prior state rate | (0.10%) | (3.40%) | 2.30% |
Total | 33.10% | 16.30% | (5.10%) |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Asset retirement obligation | $ 16,290 | $ 1,616 |
Inventory | 376 | 221 |
Lease obligations | 375,299 | 72,944 |
Financial liabilities | 24,607 | 0 |
Accrued expenses | 4,054 | 213 |
Deferred income | 9,868 | 1,024 |
Fuel supply agreements | 61,816 | 0 |
Environmental liabilities | 1,780 | 168 |
Transaction costs | 2,224 | 2,273 |
Investment in partnership | 13,754 | 33,332 |
Share-based compensation | 3,936 | 224 |
Net operating loss carryforwards | 5,291 | 11,922 |
Credits | 5,136 | 11,971 |
Other | 2,302 | 1,169 |
Total deferred tax assets | 526,733 | 137,077 |
Valuation allowance | (11,142) | (13,416) |
Total deferred tax assets, net | 515,591 | 123,661 |
Deferred tax liabilities: | ||
Property and equipment | (123,931) | (10,540) |
Intangible assets | (19,810) | (1,214) |
Right-of-use assets | (345,902) | (66,097) |
Prepaid expenses | (3,208) | (580) |
Translation adjustments | 0 | (2,097) |
Other | (12) | (4,632) |
Total deferred tax liabilities | (492,863) | (85,160) |
Net deferred tax asset (liability) | $ 22,728 | $ 38,501 |
Equity and Temporary Equity - A
Equity and Temporary Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Jul. 20, 2022 | Feb. 21, 2022 | Nov. 09, 2021 | Dec. 22, 2020 | Nov. 18, 2020 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2027 | Feb. 28, 2022 | Jan. 21, 2021 | Jan. 19, 2021 | Dec. 14, 2020 | |
Class Of Stock [Line Items] | ||||||||||||||
Dividend payable nature | quarterly | |||||||||||||
Declared dividend per share | $ 0.03 | $ 0.09 | ||||||||||||
Dividend | $ 10,900,000 | |||||||||||||
Authorized amount of share repurchase program | $ 50,000,000 | |||||||||||||
Treasury stock shares, acquired | 4,500,000 | |||||||||||||
Treasury stock value acquired cost method | $ 39,000,000 | |||||||||||||
Average price per share | $ 8.60 | |||||||||||||
Number of trading days | 30 | |||||||||||||
Revert dividend rate | 5.75% | |||||||||||||
Increased annual dividend rate | 15% | |||||||||||||
Preferred stock redemption percentage | 101% | |||||||||||||
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% | |||||||||||||
Issuance of shares | $ 0 | $ 3,000,000 | $ 0 | |||||||||||
Common stock shares issued | 124,727,000 | 124,428,000 | ||||||||||||
Number of shares purchased by exchanging warrants | 1,100,000 | |||||||||||||
Common stock shares outstanding | 120,074,000 | 124,428,000 | ||||||||||||
GPM Equity Purchase Agreement [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Issuance of shares to employees, shares | 33,772,660 | |||||||||||||
Series A Convertible Preferred Stock | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Conversion price per share | $ 11.91 | |||||||||||||
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 | 2,000,000 | |||||||||||||
Issuance of shares to employees, 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 | |||||||||||||
Conversion price previously reported | $ 12 | |||||||||||||
Number of additional shares | 300,000,000 | |||||||||||||
Temporary equity, Liquidation preference per share | $ 100 | $ 100 | ||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||
Series A Preferred Stock [Member] | Haymaker [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Issuance of shares | $ 200,000 | |||||||||||||
Series A Redeemable Temporary Equity [Member] | ||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000,000 | |||||||||||||
Conversion price previously reported | $ 12 | |||||||||||||
Future minimum payments due thereafter | $ 1,800,000 | |||||||||||||
Conversion price per share | 11.91 | |||||||||||||
Convertible preferred stock, Nonredeemable or redeemable, Issuer option, Value | $ 1,200,000 | |||||||||||||
Common stock, value, subscriptions | $ 7,500,000 | |||||||||||||
Annual dividend rate | 5.75% | |||||||||||||
Temporary Equity, Par or Stated Value Per Share | $ 0 | $ 0 | ||||||||||||
Temporary Equity, Shares Outstanding | 1,000,000 | 1,000,000 | ||||||||||||
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 | $ 11,400,000 | |||||||||||||
Common stock shares outstanding | 65,208,698 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 55,400,000 | |||||||||||||
merger consideration | $ 58,700,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized | 12,400,000 | ||
Shares available for future grant | 7,100,000 | ||
RSU released | $ 3,500 | $ 900 | |
Maximum defer ash fee invested in restricted stock units, Percentage | 100% | ||
Share-Based Payment Arrangement, Noncash Expense | $ 12,161 | $ 5,804 | $ 1,891 |
Unrecognized compensation cost | $ 1,600 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | ||
Restricted Stock Units RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, Shares | 3,115,000 | 1,606,000 | 0 |
Weighted average, Granted | $ 8.41 | $ 9.60 | |
Granted | 1,923,000 | 1,600,000 | |
Unrecognized compensation cost | $ 16,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||
Restricted Stock Units RSU | Non Employee Directors [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, Shares | 198,170,000 | 89,570,000 | |
Granted | 108,600 | 89,570 | |
Performance based Restricted Stock Units (RSU's) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 1,120,354 | 644,867 | |
Additional expense | $ 1,000 | ||
Unvested Restricted Stock Units | Officers and Other Employees [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average, Granted | $ 7.58 | ||
Grant date fair value | $ 100 | ||
Granted | 96,000 | ||
Unvested Restricted Stock Units | Member of senior management [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 13,332 | ||
Unvested Restricted Stock Units | Officers [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair Value | $ 1,800 | ||
Granted | 133,000 | ||
Vested | 67,000 | ||
Vesting Period | 2 years | ||
Employees, Non-employees And Board Of Directors | General and Administrative Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-Based Payment Arrangement, Noncash Expense | $ 12,200 | $ 5,800 | $ 1,900 |
Common Stock | Unvested Restricted Stock Units | Officers [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 200,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Share Activity Related to Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding Beginning Balance | 126 | 0 |
Granted | 771 | 126 |
Options Outstanding, Ending Balance | 897 | 126 |
Weighted Average Exercise Price, Beginning Balance | $ 10 | $ 0 |
Weighted average exercise price, Granted | 9.11 | 10 |
Weighted Average Exercise Price, Ending Balance | 9.24 | 10 |
Weighted average fair value, Granted | $ 2.70 | $ 3.73 |
Options Outstanding, Remaining Average Contractual Term | 9 years | 9 years 2 months 12 days |
Options Outstanding, Aggregate Intrinsic Value | $ 77 | $ 0 |
Shares, Exercisable | 42 | |
Weighted Average Exercise Price, Exercisable | $ 10 | |
Remaining Average Contractual Term, Exercisable | 8 years 2 months 12 days | |
Aggregate Intrinsic Value, Exercisable | $ 0 | |
Number of Options, Vested and expected to vest | 897 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 9.24 | |
Remaining Average Contractual Term, Vested and expected to vest | 9 years | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 77 |
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, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend rate | 0.90% | 0% |
Expected stock price volatility | 28.30% | 28.80% |
Risk-free interest rate | 1.70% | 1.60% |
Expected term of options (years) | 10 years | 10 years |
Share-Based Compensation - Su_3
Share-Based Compensation - Summary of Stock Options and Restricted Stock Units Activity (Details) - Restricted Stock Units RSU - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested RSUs, Beginning Balance | 1,606 | 0 |
Granted | 1,923 | 1,600 |
Released | (395) | (90) |
Forfeited | (19) | (10) |
Performance-based share adjustment | 106 | |
Nonvested RSUs, Ending Balance | 3,115 | 1,606 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 9.60 | $ 0 |
Weighted average, Granted | 8.41 | 9.60 |
Weighted Average, Released | 9.38 | 9.70 |
Weighted Average, Forfeited | 8.49 | 9.60 |
Weighted Average, Performance-based share adjustment | 9.60 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 8.90 | $ 9.60 |
Related Party Transactions - Sc
Related Party Transactions - Schedule Of Balances Outstanding With Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Due from equity investment | $ 111 | $ 126 |
Loan to equity investment | 674 | 1,008 |
Due from related parties | 366 | 1,535 |
Current liabilities: | ||
Due to related parties | $ 0 | $ (258) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Related Party Transaction [Line Items] | ||||
General and administrative expenses | $ 139,969,000 | $ 124,667,000 | $ 94,424,000 | |
GPM Management Services Agreement | ||||
Related Party Transaction [Line Items] | ||||
management fee amount per month | 90,000 | |||
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] | ||||
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 | |||
Mr Willner | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expenses | 300,000 | |||
Monthly management fees paid | 24,000 | |||
Annual bonus | $ 100,000 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income available to common stockholders | $ 65,997 | $ 53,463 | $ 10,433 |
Change in fair value of Ares Put Option | (329) | (927) | 0 |
Net income available to common stockholders after assumed conversions | $ 65,668 | $ 52,536 | $ 10,433 |
Weighted average common shares outstanding— Basic | 121,476 | 124,412 | 71,074 |
Effect of dilutive securities: | |||
Restricted share units | $ 822 | $ 259 | $ 0 |
Ares Put Option | $ 926 | $ 766 | $ 0 |
Weighted average common shares outstanding— Diluted | 123,224 | 125,437 | 71,074 |
Net income (loss) per share available to common stockholders - Basic | $ 0.54 | $ 0.43 | $ 0.15 |
Net income (loss) per share available to common stockholders - Diluted | $ 0.53 | $ 0.42 | $ 0.15 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Ares warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 1,100 | 1,100 | 1,100 |
Public and Private warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 17,333 | 17,333 | 17,333 |
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) | 8,396 | 8,333 | 8,333 |
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) | 897 | 126 | 0 |
Financial Derivative Instrume_2
Financial Derivative Instruments Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fuel gallons hedged | $ 2.5 |
Assets derivative fair value | 0.5 |
Firm commitment fair value | 0.5 |
Cash collaterals provided to counterparties | $ 0.5 |
Fair Value Measurements and F_3
Fair Value Measurements and Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | |||
Fair value adjustment of warrants | $ (300) | $ 500 | $ 200 |
Change in fair value of Contingent Consideration | 2,200 | 1,700 | 0 |
Fair Value Adjustment of Deferred Shares | 100 | 100 | 100 |
Change in fair value of Ares Put Option | 329 | 927 | 0 |
Long-Term Debt, Gross | 760,816 | ||
Ares Put Option [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair Value Of Put Option | 8,600 | 8,900 | |
Change in fair value of Ares Put Option | $ (300) | (900) | $ 600 |
Public Warrants | |||
Fair Value Measurements [Line Items] | |||
Warrants to purchase common stock | 14.8 | 13.3 | |
Public Warrants Liability Fair Value Adjustment | $ (300) | 5,500 | $ (300) |
Private Warrants [Member] | |||
Fair Value Measurements [Line Items] | |||
Warrants to purchase common stock | 2.5 | 4 | |
Private Warrants Liability Fair Value Adjustment | $ (100) | 600 | $ (200) |
Deferred Stock [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair Value Of Deferred Shares Value Classified As Liabilities | 1,400 | 1,600 | |
Level 1 | Public Warrants | |||
Fair Value Measurements [Line Items] | |||
Fair value of warrants | 25,900 | 23,600 | |
Level 2 | Private Warrants [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair value of warrants | 4,500 | 7,200 | |
Level 3 | |||
Fair Value Measurements [Line Items] | |||
Contigent consideration | 3,700 | 6,200 | |
Senior Notes [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair value of bonds | 354,700 | $ 436,000 | |
Long-Term Debt, Gross | $ 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, 2022 yr $ / shares | Dec. 31, 2021 yr $ / 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 | 4.4 | 5.4 |
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 | 42 | 35.9 |
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 | 4.1 | 1.3 |
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 | $ 8.66 | $ 8.77 |
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 | 3 | 4 |
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 | 41.9 | 36.3 |
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 | 4.2 | 1.1 |
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 | 0.2 | 1.2 |
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 | 25.9 | 30.1 |
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 | 4.3 | 0.4 |
Ares Put Option [Member] | Level 3 | Stock price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 12.845 | 12.935 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 $ / gal | |
Segment Reporting [Abstract] | |
Fixed Margin | 5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 9,142,799 | $ 7,417,398 | $ 4,010,232 |
Operating income | 406,625 | 355,114 | 253,600 |
Interest and other financial expenses, net | (11,654) | (14,363) | (8,094) |
Income tax expense | 177 | (221) | (303) |
(Loss) income from equity investment | (74) | 186 | (1,269) |
Net income from reportable segments | 395,074 | 340,716 | 243,934 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 9,142,799 | 7,417,398 | 4,010,399 |
Net income from reportable segments | 395,074 | 340,716 | 243,934 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,682,431 | (4,385,491) | 1,709,274 |
Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 14,825,230 | 11,802,889 | 5,719,673 |
Retail | |||
Segment Reporting Information [Line Items] | |||
Operating income | 264,552 | 240,233 | 200,000 |
Retail | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,602,471 | 4,728,568 | 3,488,069 |
Retail | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Retail | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,602,471 | 4,728,568 | 3,488,069 |
Wholesale | |||
Segment Reporting Information [Line Items] | |||
Operating income | 33,864 | 21,998 | 3,523 |
Wholesale | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,257,596 | 2,682,004 | 517,510 |
Wholesale | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Wholesale | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,257,596 | 2,682,004 | 517,510 |
Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Operating income | 18,382 | ||
Fleet Fueling | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 272,848 | ||
Fleet Fueling | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | ||
Fleet Fueling | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 272,848 | ||
Gpmp | |||
Segment Reporting Information [Line Items] | |||
Operating income | 89,035 | 91,619 | 47,036 |
Interest and other financial expenses, net | (11,654) | (14,363) | (6,277) |
Gpmp | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 6,184 | 6,826 | 4,820 |
Gpmp | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,678,167 | 4,384,227 | 1,706,233 |
Gpmp | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,684,351 | 4,391,053 | 1,711,053 |
Other Segments | |||
Segment Reporting Information [Line Items] | |||
Operating income | 792 | 1,264 | 3,041 |
Interest and other financial expenses, net | 0 | 0 | (1,817) |
Income tax expense | 177 | (221) | (303) |
(Loss) income from equity investment | (74) | 186 | (1,269) |
Other Segments | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,700 | 0 | |
Other Segments | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,264 | 3,041 | |
Other Segments | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 7,964 | 3,041 | |
Fuel | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 7,401,090 | 5,714,333 | 2,452,401 |
Fuel | Retail | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,887,549 | 3,048,893 | 1,940,303 |
Fuel | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,234,145 | 2,659,706 | 508,175 |
Fuel | Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 270,670 | ||
Fuel | Gpmp | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,160 | 5,734 | 3,923 |
Fuel | Other Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,566 | 0 | 0 |
Merchandise Revenue | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,647,642 | 1,616,404 | 1,494,342 |
Merchandise Revenue | Retail | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,647,642 | 1,616,404 | 1,494,342 |
Merchandise Revenue | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Merchandise Revenue | Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | ||
Merchandise Revenue | Gpmp | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Merchandise Revenue | Other Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Product and Service, Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 94,067 | 86,661 | 63,656 |
Product and Service, Other | Retail | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 67,280 | 63,271 | 53,424 |
Product and Service, Other | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 23,451 | 22,298 | 9,335 |
Product and Service, Other | Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,178 | ||
Product and Service, Other | Gpmp | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,024 | 1,092 | 897 |
Product and Service, Other | Other Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 134 | $ 0 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Line Items] | |||
Total revenues | $ 9,142,799 | $ 7,417,398 | $ 4,010,232 |
Reportable Legal Entities | |||
Segment Information [Line Items] | |||
Total revenues | 14,825,230 | 11,802,889 | 5,719,673 |
Intersegment Eliminations | |||
Segment Information [Line Items] | |||
Total revenues | 5,682,431 | (4,385,491) | 1,709,274 |
Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | $ 0 | 0 | $ (167) |
Other Revenue | Reportable Legal Entities | |||
Segment Information [Line Items] | |||
Total revenues | 1,264 | ||
Other Revenue | Intersegment Eliminations | |||
Segment Information [Line Items] | |||
Total revenues | $ 1,264 |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of net income from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Information [Line Items] | |||
Net income from reportable segments | $ 395,074 | $ 340,716 | $ 243,934 |
Total revenues | 9,142,799 | 7,417,398 | 4,010,232 |
Store operating expenses | 721,174 | 630,518 | 532,422 |
General and administrative expenses | 139,969 | 124,667 | 94,424 |
Depreciation and amortization | 101,752 | 97,194 | 74,396 |
Other income, net | 9,816 | 3,536 | 9,228 |
Interest and other financial expenses, net | (11,654) | (14,363) | (8,094) |
Income tax (expense) benefit | 35,557 | 11,634 | (1,499) |
Net income (loss) | 71,747 | 59,198 | 13,710 |
Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | 0 | 0 | (167) |
Amounts not allocated to segments | |||
Segment Information [Line Items] | |||
Store operating expenses | 2,264 | 3,287 | (2,380) |
General and administrative expenses | (137,072) | (121,697) | (91,447) |
Depreciation and amortization | (94,383) | (89,822) | (67,023) |
Other income, net | (9,816) | (3,536) | (9,228) |
Interest and other financial expenses, net | (48,355) | (58,108) | (44,852) |
Income tax (expense) benefit | (35,734) | (11,413) | 1,802 |
Net income (loss) | 71,978 | 59,427 | 30,639 |
Amounts not allocated to segments | Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | 0 | 0 | (167) |
Operating Segments | |||
Segment Information [Line Items] | |||
Net income from reportable segments | 395,074 | 340,716 | 243,934 |
Total revenues | $ 9,142,799 | 7,417,398 | $ 4,010,399 |
Operating Segments | Other Revenue | |||
Segment Information [Line Items] | |||
Total revenues | $ 0 |
Store Operating Expenses - Summ
Store Operating Expenses - Summary of Store Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses [Abstract] | |||
salaries and wages | $ 287,185 | $ 242,692 | $ 217,121 |
Rent | 145,120 | 133,143 | 113,694 |
Credit Card Fees | 101,434 | 83,757 | 57,644 |
Utilities, upkeep, and taxes | 63,121 | 57,497 | 51,811 |
Repairs and maintenance | 43,873 | 37,345 | 28,469 |
Insurance | 19,308 | 20,537 | 18,956 |
Other store operating expenses | 61,133 | 55,547 | 44,727 |
Total store operating expenses | $ 721,174 | $ 630,518 | $ 532,422 |
Schedule I - Condensed Balance
Schedule I - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||||
Cash and cash equivalents | $ 298,529 | $ 252,141 | $ 293,666 | $ 32,117 |
Short-term investments | 2,400 | 58,807 | ||
Other current assets | 87,873 | 92,095 | ||
Total current assets | 747,133 | 683,623 | ||
Non-current assets: | ||||
Deferred tax asset | 22,728 | 41,047 | ||
Total assets | 3,255,170 | 2,942,275 | ||
Current liabilities: | ||||
Long-term debt, current portion | 11,944 | 40,384 | ||
Operating leases, current portion | 57,563 | 51,261 | ||
Other current liabilities | 154,097 | 137,488 | ||
Total current liabilities | 446,431 | 408,434 | ||
Non-current liabilities: | ||||
Total long-term debt, net | 740,043 | 676,625 | ||
Operating leases | 1,218,045 | 1,076,905 | ||
Other non-current liabilities | 178,945 | 136,853 | ||
Total liabilities | 2,874,280 | 2,588,599 | ||
Series A redeemable preferred stock | 100,000 | 100,000 | ||
Shareholders' equity | 280,834 | 253,452 | ||
Total liabilities, redeemable preferred stock and equity | 3,255,170 | 2,942,275 | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 93,721 | 88,508 | $ 117,179 | $ 21,302 |
Short-term investments | 0 | 40,119 | ||
Other current assets | 16,168 | 10,110 | ||
Total current assets | 109,889 | 138,737 | ||
Non-current assets: | ||||
Investment in subsidiaries | 312,708 | 255,444 | ||
Loans to subsidiaries | 450,000 | 450,000 | ||
Deferred tax asset | 2,239 | 2,403 | ||
Total assets | 874,836 | 846,584 | ||
Current liabilities: | ||||
Long-term debt, current portion | 1,145 | 1,500 | ||
Other current liabilities | 17,364 | 7,436 | ||
Total current liabilities | 18,509 | 8,936 | ||
Non-current liabilities: | ||||
Total long-term debt, net | 443,648 | 442,889 | ||
Other non-current liabilities | 31,845 | 41,307 | ||
Total liabilities | 494,002 | 493,132 | ||
Series A redeemable preferred stock | 100,000 | 100,000 | ||
Shareholders' equity | 280,834 | 253,452 | ||
Total liabilities, redeemable preferred stock and equity | $ 874,836 | $ 846,584 |
Schedule I - Condensed Statemen
Schedule I - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Income Statements Captions [Line Items] | |||
Operating income | $ 167,014 | $ 142,082 | $ 80,314 |
General and administrative expenses | 139,969 | 124,667 | 94,424 |
Total operating expenses | 8,965,969 | 7,271,780 | 3,920,690 |
Interest and other financial income | 3,178 | 3,005 | 1,768 |
Interest and other financial expenses | (62,583) | (74,212) | (51,673) |
Income (Loss) before income taxes | 107,609 | 70,875 | 30,409 |
Income tax benefit (expense) | (35,557) | (11,634) | 1,499 |
Equity income from subsidiaries | (74) | 186 | (1,269) |
Net income attributable to ARKO Corp. | 71,747 | 59,198 | 13,710 |
Series A redeemable preferred stock dividends | (5,750) | (5,735) | |
Net income attributable to common shareholders | 65,997 | 53,463 | 10,433 |
Parent Company | |||
Condensed Income Statements Captions [Line Items] | |||
Income from loans to subsidiaries and other investee | 23,645 | 6,016 | 3,960 |
Other income | 0 | 0 | 597 |
Operating income | 23,645 | 6,016 | 4,557 |
General and administrative expenses | 7,437 | 6,152 | 4,562 |
Expenses related to loans to subsidiaries and other investee | 0 | 0 | 2,692 |
Total operating expenses | 7,437 | 6,152 | 7,254 |
(Loss) income before interest and financial income (expenses) | 16,208 | (136) | (2,697) |
Interest and other financial income | 1,577 | 1,005 | 1,093 |
Interest and other financial expenses | (23,641) | (10,855) | (8,225) |
Income (Loss) before income taxes | (5,856) | (9,986) | (9,829) |
Income tax benefit (expense) | 3,579 | (2,771) | (324) |
Equity income from subsidiaries | 74,024 | 71,955 | 23,863 |
Net income attributable to ARKO Corp. | 71,747 | 59,198 | 13,710 |
Accretion of redeemable preferred stock | 0 | 0 | (3,120) |
Series A redeemable preferred stock dividends | (5,750) | (5,735) | (157) |
Net income attributable to common shareholders | $ 65,997 | $ 53,463 | $ 10,433 |
Schedule I - Condensed statem_2
Schedule I - Condensed statements of comprehensive income (loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Statement Of Income Captions [Line Items] | |||
Net income | $ 71,978 | $ 59,427 | $ 30,639 |
Parent Company | |||
Condensed Statement Of Income Captions [Line Items] | |||
Net income | 71,747 | 59,198 | 13,710 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 0 | 0 | 4,675 |
Total other comprehensive income | 0 | 0 | 4,675 |
Comprehensive income attributable to ARKO Corp. | $ 71,747 | $ 59,198 | $ 18,385 |
Schedule I - Condensed Statem_3
Schedule I - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 71,978 | $ 59,427 | $ 30,639 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income taxes | 22,300 | 4,848 | (4,747) |
Depreciation and amortization | 101,752 | 97,194 | 74,396 |
Foreign currency (gain) loss | 227 | (1,320) | 6,754 |
Share-based compensation | 12,161 | 5,804 | 1,891 |
Other operating activities, net | 775 | 677 | 115 |
Changes in assets and liabilities: | |||
Decrease (increase) in other current assets | 1,476 | (5,421) | (7,864) |
(Decrease) increase in other current liabilities | 6,884 | 7,867 | 46,303 |
Net cash provided by (used in) operating activities | 209,256 | 159,191 | 173,842 |
Cash flows from investing activities: | |||
Net cash provided by (used in) investing activities | (175,488) | (171,777) | (407,551) |
Cash flows from financing activities: | |||
Receipt of long term debt, net | 70,896 | 484,089 | 570,207 |
Issuance of shares in Merger Transaction | 0 | 0 | 57,997 |
Payment of Merger Transaction issuance costs | 0 | (4,773) | 0 |
Issuance of redeemable preferred stock, net | 0 | 0 | 96,880 |
Common stock repurchased | (40,042) | 0 | 0 |
Dividends paid on common stock | (10,893) | 0 | 0 |
Dividends paid on redeemable preferred stock | (5,750) | (5,892) | 0 |
Buyback of long-term debt | 0 | 0 | (1,995) |
Proceeds from issuance of rights, net | 0 | 0 | 11,332 |
Net cash provided by (used in) financing activities | 10,555 | (26,384) | 491,048 |
Effect of exchange rate on cash and cash equivalents and restricted cash | (97) | (1,464) | 2,875 |
Cash and cash equivalents and restricted cash, beginning of year | 272,543 | 312,977 | 52,763 |
Cash and cash equivalents and restricted cash, end of year | 316,769 | 272,543 | 312,977 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents, beginning of year | 252,141 | 293,666 | 32,117 |
Restricted cash with respect to bonds, beginning of year | 0 | 2,782 | 6,223 |
Cash and cash equivalents and restricted cash, beginning of year | 272,543 | 312,977 | 52,763 |
Supplementary cash flow information: | |||
Cash received for interest | 1,964 | 428 | 1,323 |
Cash paid for interest | 57,653 | 51,495 | 40,026 |
Cash paid for taxes | 6,747 | 14,912 | 1,163 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 6,668 | 8,210 | 7,224 |
Parent Company | |||
Cash flows from operating activities: | |||
Net income | 71,747 | 59,198 | 13,710 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Equity income from subsidiaries | (74,024) | (71,955) | (23,863) |
Deferred income taxes | 164 | 519 | (130) |
Amortization debt discount and premium | 759 | 152 | (331) |
Depreciation and amortization | 0 | 0 | 8 |
Foreign currency (gain) loss | (1,693) | (4,656) | 4,703 |
Share-based compensation | 955 | 868 | 1,891 |
Fair value adjustment of financial liabilities | (887) | 5,021 | 107 |
Other operating activities, net | 0 | 0 | (38) |
Changes in assets and liabilities: | |||
Decrease (increase) in other current assets | 6,752 | (3,713) | 942 |
(Decrease) increase in other current liabilities | (11,542) | 1,586 | 490 |
Net cash provided by (used in) operating activities | (4,711) | (8,726) | (2,511) |
Cash flows from investing activities: | |||
Loans to investees | 0 | (450,000) | (68,939) |
Repayments of loans to subsidiaries and other investees | 40,000 | 0 | 109,946 |
Distribution from subsidiary | 28,109 | 0 | 0 |
Investment in subsidiary | 0 | 0 | (107,299) |
Net cash provided by (used in) investing activities | 68,109 | (450,000) | (66,292) |
Cash flows from financing activities: | |||
Receipt of long term debt, net | 0 | 442,737 | 0 |
Issuance of shares in Merger Transaction | 0 | 0 | 60,318 |
Payment of Merger Transaction issuance costs | 0 | (4,773) | 0 |
Issuance of redeemable preferred stock, net | 0 | 0 | 96,880 |
Common stock repurchased | (40,042) | ||
Dividends paid on common stock | (10,893) | 0 | 0 |
Dividends paid on redeemable preferred stock | (5,750) | (5,892) | 0 |
Repayment of long-term debt | (1,500) | (2,017) | (10,953) |
Buyback of long-term debt | 0 | 0 | (1,995) |
Proceeds from issuance of rights, net | 0 | 0 | 11,332 |
Net cash provided by (used in) financing activities | (58,185) | 430,055 | 155,582 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 5,213 | (28,671) | 86,779 |
Effect of exchange rate on cash and cash equivalents and restricted cash | 0 | 0 | 2,875 |
Cash and cash equivalents and restricted cash, beginning of year | 88,508 | 117,179 | 27,525 |
Cash and cash equivalents and restricted cash, end of year | 93,721 | 88,508 | 117,179 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents, beginning of year | 88,508 | 117,179 | 21,302 |
Restricted cash with respect to bonds, beginning of year | 0 | 0 | 6,223 |
Cash and cash equivalents and restricted cash, beginning of year | 88,508 | 117,179 | 27,525 |
Supplementary cash flow information: | |||
Cash received for interest | 26,028 | 1,404 | 2,340 |
Cash paid for interest | 24,610 | 14 | 3,840 |
Cash paid for taxes | 735 | 6,175 | 305 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 1,145 | 1,765 | 2,190 |
Issuance of shares | 0 | 3,000 | 0 |
Ares Put Option | $ 0 | $ 0 | $ 9,201 |