Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 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, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-39828 | ||
Entity Registrant Name | ARKO Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2784337 | ||
Entity Address, Address Line One | 8565 Magellan Parkway | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Richmond | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 23227-1150 | ||
City Area Code | 804 | ||
Local Phone Number | 730-1568 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 116,180,186 | ||
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 2024 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, 2023 . | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 653.8 | ||
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, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 218,120 | $ 298,529 |
Restricted cash | 23,301 | 18,240 |
Short-term investments | 3,892 | 2,400 |
Trade receivables, net | 134,735 | 118,140 |
Inventory | 250,593 | 221,951 |
Other current assets | 118,472 | 87,873 |
Total current assets | 749,113 | 747,133 |
Non-current assets: | ||
Property and equipment, net | 742,610 | 645,809 |
Right-of-use assets under operating leases | 1,384,693 | 1,203,188 |
Right-of-use assets under financing leases, net | 162,668 | 182,113 |
Goodwill | 292,173 | 217,297 |
Intangible assets, net | 214,552 | 197,123 |
Equity investment | 2,885 | 2,924 |
Deferred tax asset | 52,293 | 22,728 |
Other non-current assets | 49,377 | 36,855 |
Total assets | 3,650,364 | 3,255,170 |
Current liabilities: | ||
Long-term debt, current portion | 16,792 | 11,944 |
Accounts payable | 213,657 | 217,370 |
Other current liabilities | 179,536 | 154,097 |
Operating leases, current portion | 67,053 | 57,563 |
Financing leases, current portion | 9,186 | 5,457 |
Total current liabilities | 486,224 | 446,431 |
Non-current liabilities: | ||
Long-term debt, net | 828,647 | 740,043 |
Asset retirement obligation | 84,710 | 64,909 |
Operating leases | 1,395,032 | 1,218,045 |
Financing leases | 213,032 | 225,907 |
Other non-current liabilities | 266,602 | 178,945 |
Total liabilities | 3,274,247 | 2,874,280 |
Commitments and contingencies - see Note 13 | ||
Series A redeemable preferred stock (no par value) - authorized: 1,000,000 shares; issued and outstanding: 1,000,000 and 1,000,000 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: 400,000,000 shares; issued: 125,268,525 and 124,727,496 shares, respectively; outstanding: 116,171,208 and 120,074,542 shares, respectively | 12 | 12 |
Treasury stock, at cost - 9,097,317 and 4,652,954 shares, respectively | (74,134) | (40,042) |
Additional paid-in capital | 245,007 | 229,995 |
Accumulated other comprehensive income | 9,119 | 9,119 |
Retained earnings | 96,097 | 81,750 |
Total shareholders' equity | 276,101 | 280,834 |
Non-controlling interest | 16 | 56 |
Total equity | 276,117 | 280,890 |
Total liabilities, redeemable preferred stock and equity | $ 3,650,364 | $ 3,255,170 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 125,268,525 | 124,727,496 |
Common stock shares outstanding | 116,171,208 | 120,074,542 |
Treasury stock common shares | 9,097,317 | 4,652,954 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 9,412,731 | $ 9,142,799 | $ 7,417,398 |
Operating expenses: | |||
Fuel costs | 6,876,084 | 6,856,651 | 5,275,907 |
Merchandise costs | 1,252,879 | 1,146,423 | 1,143,494 |
Store operating expenses | 860,134 | 721,174 | 630,518 |
General and administrative expenses | 165,294 | 139,969 | 124,667 |
Depreciation and amortization | 127,597 | 101,752 | 97,194 |
Total operating expenses | 9,281,988 | 8,965,969 | 7,271,780 |
Other expenses, net | 12,729 | 9,816 | 3,536 |
Operating income | 118,014 | 167,014 | 142,082 |
Interest and other financial income | 20,273 | 3,178 | 3,005 |
Interest and other financial expenses | (91,516) | (62,583) | (74,212) |
Income (loss) before income taxes | 46,771 | 107,609 | 70,875 |
Income tax expense | (12,166) | (35,557) | (11,634) |
(Loss) income from equity investment | (39) | (74) | 186 |
Net income | 34,566 | 71,978 | 59,427 |
Less: Net income attributable to non-controlling interests | 197 | 231 | 229 |
Net income attributable to ARKO Corp. | 34,369 | 71,747 | 59,198 |
Series A redeemable preferred stock dividends | (5,750) | (5,750) | (5,735) |
Net income attributable to common shareholders | $ 28,619 | $ 65,997 | $ 53,463 |
Net income per share attributable to common shareholders - basic | $ 0.24 | $ 0.54 | $ 0.43 |
Net income per share attributable to common shareholders - diluted | $ 0.24 | $ 0.53 | $ 0.42 |
Weighted average shares outstanding: | |||
Basic | 118,782 | 121,476 | 124,412 |
Diluted | 119,605 | 123,224 | 125,437 |
Fuel Revenue [Member] | |||
Revenues: | |||
Total revenues | $ 7,464,372 | $ 7,401,090 | $ 5,714,333 |
Merchandise Revenue [Member] | |||
Revenues: | |||
Total revenues | 1,838,001 | 1,647,642 | 1,616,404 |
Other Revenue [Member] | |||
Revenues: | |||
Total revenues | $ 110,358 | $ 94,067 | $ 86,661 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ 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, 2020 | $ 191,420 | $ 12 | $ 0 | $ 212,103 | $ 9,119 | $ (29,653) | $ 191,581 | $ (161) |
Balance, shares at Dec. 31, 2020 | 124,131,655 | |||||||
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 | 296,150 | |||||||
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 | 124,427,805 | |||||||
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 | (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 | (4,652,954) | |||||||
Vesting and settlement of restricted share units | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Vesting and settlement of restricted share units, Shares | 286,359 | |||||||
Issuance of shares to employees | 0 | |||||||
Issuance of shares to employees, shares | 13,332 | |||||||
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 | 120,074,542 | |||||||
Share-based compensation | 15,015 | $ 0 | 0 | 15,015 | 0 | 0 | 15,015 | 0 |
Transactions with non-controlling interests | 0 | 0 | 0 | (3) | 0 | 0 | (3) | 3 |
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 | (14,272) | 0 | 0 | 0 | 0 | (14,272) | (14,272) | 0 |
Common stock repurchased | (34,092) | $ 0 | (34,092) | 0 | 0 | 0 | (34,092) | 0 |
Common stock repurchased, Shares | (4,444,363) | |||||||
Vesting and settlement of restricted share units | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Vesting and settlement of restricted share units, Shares | 541,029 | |||||||
Issuance of shares to employees | 0 | |||||||
Net income | 34,566 | $ 0 | 0 | 0 | 0 | 34,369 | 34,369 | 197 |
Balance at Dec. 31, 2023 | $ 276,117 | $ 12 | $ (74,134) | $ 245,007 | $ 9,119 | $ 96,097 | $ 276,101 | $ 16 |
Balance, shares at Dec. 31, 2023 | 116,171,208 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 34,566 | $ 71,978 | $ 59,427 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 127,597 | 101,752 | 97,194 |
Deferred income taxes | (4,680) | 22,300 | 4,848 |
Loss on disposal of assets and impairment charges | 6,203 | 5,731 | 1,384 |
Foreign currency loss (gain) | 29 | 227 | (1,320) |
Amortization of deferred financing costs, debt discount and premium | 2,518 | 2,514 | 9,304 |
Amortization of deferred income | (8,142) | (9,724) | (10,327) |
Accretion of asset retirement obligation | 2,399 | 1,833 | 1,705 |
Non-cash rent | 14,168 | 7,903 | 6,359 |
Charges to allowance for credit losses | 1,265 | 659 | 601 |
Loss (income) from equity investment | 39 | 74 | (186) |
Share-based compensation | 15,015 | 12,161 | 5,804 |
Fair value adjustment of financial assets and liabilities | (10,785) | (3,396) | 3,821 |
Other operating activities, net | 2,631 | 775 | 677 |
Changes in assets and liabilities: | |||
Increase in trade receivables | (17,937) | (50,229) | (16,003) |
Increase in inventory | (2,013) | (6,850) | (21,816) |
(Increase) decrease in other assets | (29,386) | 1,476 | (5,421) |
(Decrease) increase in accounts payable | (6,169) | 31,645 | 16,813 |
Increase in other current liabilities | 990 | 6,884 | 7,867 |
Decrease in asset retirement obligation | (23) | (95) | (130) |
Increase (decrease) in non-current liabilities | 7,809 | 11,638 | (1,410) |
Net cash provided by operating activities | 136,094 | 209,256 | 159,191 |
Cash flows from investing activities: | |||
Purchase of property and equipment | (111,164) | (98,595) | (226,205) |
Purchase of intangible assets | (45) | (176) | (246) |
Proceeds from sale of property and equipment | 310,240 | 287,901 | 284,854 |
Business acquisitions, net of cash | (494,871) | (419,726) | (203,070) |
Prepayment for Acquisition | (1,000) | (4,000) | 0 |
Decrease (increase) of investments, net | 0 | 58,934 | (27,110) |
Loans to equity investment, net | 18 | 174 | 0 |
Net cash used in investing activities | (296,822) | (175,488) | (171,777) |
Cash flows from financing activities: | |||
Receipt of long term debt, net | 99,643 | 70,896 | 484,089 |
Repayment of debt | (22,157) | (45,948) | (531,834) |
Principal payments on financing leases | (5,497) | (6,543) | (8,094) |
Proceeds from sale-leaseback | 80,397 | 54,988 | 44,188 |
Payment of Additional Consideration | (3,505) | (5,913) | (3,828) |
Payment of merger transaction issuance costs | 0 | 0 | (4,773) |
Payment of Ares Put Option | (9,808) | 0 | 0 |
Common stock repurchased | (33,694) | (40,042) | 0 |
Dividends paid on common stock | (14,272) | (10,893) | 0 |
Dividends paid on redeemable preferred stock | (5,750) | (5,750) | (5,892) |
Distributions to non-controlling interests | 0 | (240) | (240) |
Net cash provided by (used in) financing activities | 85,357 | 10,555 | (26,384) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (75,371) | 44,323 | (38,970) |
Effect of exchange rate on cash and cash equivalents and restricted cash | 23 | (97) | (1,464) |
Cash and cash equivalents and restricted cash, beginning of year | 316,769 | 272,543 | 312,977 |
Cash and cash equivalents and restricted cash, end of year | 241,421 | 316,769 | 272,543 |
Cash and cash equivalents, beginning of year | 298,529 | 252,141 | 293,666 |
Restricted cash, beginning of year | 18,240 | 20,402 | 16,529 |
Restricted cash with respect to bonds, beginning of year | 0 | 0 | 2,782 |
Cash and cash equivalents, end of year | 218,120 | 298,529 | 252,141 |
Restricted cash, end of year | 23,301 | 18,240 | 20,402 |
Cash and cash equivalents and restricted cash, end of year | 241,421 | 316,769 | 272,543 |
Supplementary cash flow information: | |||
Cash received for interest | 7,944 | 1,964 | 428 |
Cash paid for interest | 82,477 | 57,653 | 51,495 |
Cash received for taxes | 836 | 283 | 226 |
Cash paid for taxes | 29,456 | 6,747 | 14,912 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 10,711 | 6,668 | 8,210 |
Purchases of equipment in accounts payable and accrued expenses | 14,888 | 9,007 | 7,569 |
Purchase of property and equipment under leases | 7,870 | 21,534 | 23,730 |
Disposals of leases of property and equipment | 22,986 | 19,885 | 4,465 |
Deferred consideration related to business acquisitions | 47,100 | 0 | 0 |
Issuance of shares | $ 0 | $ 0 | $ 3,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 34,369 | $ 71,747 | $ 59,198 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
General | 1. General ARKO Corp. (the “Company”) is a Delaware corporation whose common stock, par value $ 0.0001 per share (“common stock”) and publicly-traded warrants are listed on the Nasdaq Stock Market (“Nasdaq”) under the symbols “ARKO” and “ARKOW,” respectively. The Company’s operations are primarily performed by its subsidiary, GPM Investments, LLC, a Delaware limited liability company (“GPM”). Formed in 2002, 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. GPM is also engaged in wholesale activity, which includes the supply of fuel to gas stations operated by third-parties and, in fleet fueling, which includes the operation of proprietary and third-party cardlock locations (unstaffed fueling locations) and issuance of proprietary fuel cards that provide customers access to a nationwide network of fueling sites. As of December 31, 2023, GPM’s activity included the operation of 1,543 retail convenience stores, the supply of fuel to 1,825 gas stations operated by dealers and the operation of 298 cardlock locations, in the District of Columbia and throughout more than 30 states 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation All significant intercompany balances and transactions have been eliminated in the 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 $ 144.3 million an d $ 207.5 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, $ 1.4 million an d $ 0.5 million of cash and cash equivalents, respectively, were denominated in New Israeli Shekels. Cash and cash equivalents are maintained at several financial institutions, and in order to have sufficient working capital on hand, the Company maintains concentrations of cash at several financial institutions in amounts that are above the FDIC standard deposit insurance limit of $ 250,000 . 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 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 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. 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, 2023, 2022 and 2021 . Inventory Inventory is stated at the lower of cost or net realizable value. The majority of merchandise inventory is accounted for under the retail inventory accounting method, using the first-in, first-out (FIFO) basis. Fuel inventory cost is determined using the average cost on a FIFO basis. Inventory cost is net of vendor rebates or discounts in the event that they can be attributed to 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 $ 7.9 million, $ 3.7 million and $ 3.2 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, 2023, 2022 and 2021 , respectively. No impairment was recognized for long-lived intangible assets during the years ended December 31, 2023, 2022 and 2021 . 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, 2023, as follows: Range in Years Weighted Average Remaining Amortization Period Goodwill Indefinite life Indefinite life Trade names 5 4 Wholesale fuel supply contracts 3 to 14 9 Third-party cardlock site contracts 2 1 Option to acquire ownership rights 10 to 15 7 Non-contractual customer relationships 20 19 Liquor licenses Indefinite life Indefinite life Franchise rights 3 to 20 15 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, 2023, 2022 and 2021 , 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. A non-controlling interest is recorded for the interests owned in the Company’s subsidiary, GPM Petroleum LP (“GPMP”), by the seller in the 2019 acquisition of 64 sites from a third-party (the “Riiser Seller”) and was classified in the consolidated statements of changes in equity as ‘Non-controlling interests.’ 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, 2023, Ligad owed the Company approximately $ 0.6 million, bearing interest at the prime rate plus 1 %, and payable on December 31, 2024 . Ligad has granted a third-party an option to purchase certain properties held by it for consideration of approximately $ 6.5 million plus value-added taxes. The option, as extended in December 2023, is exercisable until the earlier of (i) February 28, 2026 and (ii) 120 days from receiving certain permit for the leased properties. The properties are leased to a third-party until February 2026 in consideration of an annual rent payment of approximately $ 0.3 million (linked to consumer price index increases). 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 Additional 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 $ 1,173.9 million , $ 1,015.2 million and $ 1,004.8 million for 2023, 2022 and 2021, 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 at delivery and do not contain significant financing components. • Customer loyalty program —The customer loyalty program provides the Company’s customers rights to purchase products at a lower price or at no cost in future periods. The sale of products in accordance with the loyalty program are recognized as multiple performance obligations. The consideration for the sale is allocated to each performance obligation identified in the contract (the actual purchases and the future purchases) on a relative stand-alone selling price basis. Revenue for the rights granted is deferred and recognized on the date on which the Company completes its obligations in respect thereof or when it expires. The related contract liability for the customer loyalty program was approximately $ 1.1 mil lion and $ 0.9 million as of December 31, 2023 and 2022, 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 dealer based on the terms of the relevant agreement with the 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 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 dealer purchases the fuel from the Company. The Company recognizes revenue upon delivery of the fuel to the dealer which is the date of transfer of ownership of the fuel to the dealer. The sales price to the dealer is determined according to the terms of the relevant agreement with the 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 final 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 primarily upon delivery of the fuel to substantially all of GPM’s sites that sell fuel in the retail and wholesale segments and charges a fixed fee primarily to sites in the fleet fueling segment which are not supplied by GPMP, 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, 2023 2022 2021 (in thousands) Fuel products - Supplier A $ 864,021 $ 974,156 $ 776,314 Fuel products - Supplier B 800,932 758,856 * Fuel products - Supplier C 708,764 870,982 638,928 Merchandise products - Supplier D 734,638 664,438 645,257 * 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, 2023, 2022 and 2021 were $ 5.1 million, $ 5.2 million and $ 4.4 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. Additionally, certain awards include performance and market conditions. For these awards, share-based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period . 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 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, subj |
Limited Partnership
Limited Partnership | 12 Months Ended |
Dec. 31, 2023 | |
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 are in effect until May, 15, 2028 or with respect to sites acquired in June 2018 or later, for 10 years from the date of the applicable acquisition. iii. GPMP charges a fixed fee to sites in the fleet fueling segment and certain GPM sites which are not supplied by GPMP. As of December 31, 2023 and 2022 , 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. The Riiser Seller owed GPM approximately $ 3.375 million with respect to a post-closing adjustment, in addition to other amounts, including interest and expenses, at December 31, 2023. The Riiser Seller satisfied $ 3.0 million of such adjustment by tendering all of its limited partnership units in GPMP to GPM in January 2024. As a result, GPM, directly and through certain of its wholly owned subsidiaries, now holds 100 % of the limited partnership interests in GPMP. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Transit Energy Group, LLC On March 1, 2023 , the Company completed the acquisition of certain assets from Transit Energy Group, LLC and certain of its affiliated entities (collectively, “TEG”) pursuant to a purchase agreement entered on September 9, 2022, as amended (the “TEG Purchase Agreement”), including (i) 135 convenience stores and gas stations, (ii) fuel supply rights to 181 dealer locations, (iii) a commercial, government, and industrial business, including certain bulk plants, and (iv) certain distribution and transportation assets, all in the southeastern United States (the “TEG Acquisition”). The purchase price for the TEG Acquisition was approximately $ 370 million, as adjusted in accordance with the terms of the TEG Purchase Agreement, plus the value of inventory at the closing, of which $ 50 million was deferred and is payable in two annual payments of $ 25 million, which the Company may elect to pay in either cash or, subject to the satisfaction of certain conditions, shares of common stock (the “Installment Shares”), on the first and second anniversaries of the closing. Pursuant to the TEG Purchase Agreement, at closing, ARKO and TEG entered into a registration rights agreement, pursuant to which ARKO agreed to prepare and file a registration statement with the SEC, registering the Installment Shares, if any, for resale by TEG. The Company paid approximately $ 81.8 million of the non-deferred purchase price, including the value of inventory and other closing adjustments, in cash, of which $ 55.0 million was financed with the Capital One Line of Credit (as defined in Note 12 below). Oak Street under the Company’s Program Agreement (as both are defined in Note 8 below) paid the balance of the non-deferred purchase price for fee simple ownership in 104 sites. At the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $ 51.6 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $ 131.3 million were recorded in connection with the operating lease, after reducing for accounting purposes from the contractual lease payments the amount attributable to the repayment of the additional financing. The details of the TEG Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 26,796 GPMP Capital One Line of Credit 55,000 Liability resulting from deferred purchase price 45,886 Receivable from TEG ( 156 ) Consideration provided by Oak Street 258,019 Total consideration $ 385,545 Assets acquired and liabilities: Cash and cash equivalents $ 379 Inventory 20,259 Other assets 1,304 Property and equipment, net 266,387 Intangible assets 17,200 Right-of-use assets under operating leases 69,254 Environmental receivables 2,664 Deferred tax asset 20,404 Total assets 397,851 Other liabilities ( 2,086 ) Environmental liabilities ( 2,939 ) Asset retirement obligations ( 10,923 ) Operating leases ( 57,569 ) Total liabilities ( 73,517 ) Total identifiable net assets 324,334 Goodwill $ 61,211 Consideration paid in cash $ 81,796 Consideration provided by Oak Street 258,019 Less: cash and cash equivalent balances acquired ( 379 ) Net cash outflow $ 339,436 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 TEG Acquisition 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 the income approach with a weighted average discount rate of 10.5 %. The useful life of the wholesale fuel supply contracts on the date of acquisition was 10 years . The useful life of the trade name on the date of acquisition was five years . As a result of the accounting treatment of the TEG Acquisition, the Company recorded goodwill of approximately $ 61.2 million , all of which was allocated to the GPMP segment attributable to the opportunity to add significant volume to the GPMP segment. None of the goodwill recognized is tax deductible for U.S. income tax purposes. Acquisition-related costs of approximately $ 3.3 million and $ 1.5 million have been excluded from the consideration transferred and have been recognized as an expense within other expenses, net in the consolidated statements of operations for the years ended December 31, 2023 and 2022 , respectively. No acquisition-related costs were recognized for the year ended December 31, 2021. Results of operations for the TEG Acquisition for the period subsequent to the acquisition closing date were included in the consolidated statement of operations for the year ended December 31, 2023. For the period from the TEG Acquisition closing date through December 31, 2023, the Company recognized $ 819.4 million in revenues and $ 13.7 million of net loss related to the TEG Acquisition. WTG Fuels Holdings, LLC On June 6, 2023 , certain of the Company’s subsidiaries completed the acquisition of certain assets from WTG Fuels Holdings, LLC and certain other sellers party thereto (collectively, “WTG”) pursuant to an asset purchase agreement entered on December 6, 2022, including (i) 24 Uncle’s convenience stores located across Western Texas, and (ii) 68 proprietary GASCARD-branded cardlock sites and 43 private cardlock sites for fleet fueling operations located in Western Texas and Southeastern New Mexico (the “WTG Acquisition”). The purchase price for the WTG Acquisition was approximately $ 140.0 million, plus the value of inventory at the closing. The Company paid approximately $ 30.6 million of the purchase price including the value of inventory and other closing adjustments in cash, of which $ 19.2 million was financed with the Capital One Line of Credit (as defined in Note 12 below). Oak Street, under the Program Agreement, paid the balance of the purchase price for fee simple ownership in 33 properties. At the closing, pursuant to the Program Agreement, the Company entered into master leases with Oak Street for the sites Oak Street acquired in the transaction under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback. Because the sale-leaseback was off-market, a financial liability of $ 28.8 million was recorded, resulting in interest expense recognized over the lease term. Additionally, right-of-use assets and operating lease liabilities of approximately $ 49.0 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 WTG Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 11,396 GPMP Capital One Line of Credit 19,200 Consideration provided by Oak Street 115,041 Total consideration $ 145,637 Assets acquired and liabilities: Cash and cash equivalents $ 60 Inventory 5,694 Other assets 149 Property and equipment, net 109,741 Intangible assets 23,550 Right-of-use assets under operating leases 2,756 Environmental receivables 4 Deferred tax asset 3,265 Total assets 145,219 Other liabilities ( 598 ) Environmental liabilities ( 136 ) Asset retirement obligations ( 6,749 ) Operating leases ( 1,895 ) Total liabilities ( 9,378 ) Total identifiable net assets 135,841 Goodwill $ 9,796 Consideration paid in cash $ 30,596 Consideration provided by Oak Street 115,041 Less: cash and cash equivalent balances acquired ( 60 ) Net cash outflow $ 145,577 The initial accounting treatment of the WTG 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 WTG Acquisition, mainly due to the limited period of time between the WTG Acquisition closing date and the date of these consolidated financial statements. Therefore, some of the financial information presented with respect to the WTG Acquisition in these consolidated financial statements remains subject to change. 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 WTG Acquisition closing date, including, among other things, a preliminary valuation performed by external consultants for this purpose. 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 w as estimated at 20 years . The useful life of the wholesale fuel supply contracts was estimated at three years and the useful life of the trade name was estimated at five years . As a result of the accounting treatment of the WTG Acquisition, the Company recorded goodwill of approximately $ 9.8 million , all of which was allocated to the GPMP segment attributable to the opportunity to add significant volume to the GPMP segment. None of the goodwill recognized is tax deductible for U.S. income tax purposes. Acquisition-related costs of approximately $ 2.6 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, 2023 and 2022 , respectively. No acquisition-related costs were recognized for the year ended December 31, 2021. Results of operations for the WTG Acquisition for the period subsequent to the acquisition closing date were included in the consolidated statement of operations for the year ended December 31, 2023. For the period from the WTG Acquisition closing date through December 31, 2023, the Company recognized $ 119.9 million in revenues and $ 4.0 million of net income related to the WTG Acquisition. Speedy’s Acquisition On August 15, 2023, the Company acquired from a third-party seven convenience stores located in Arkansas and Oklahoma (the “Speedy’s Acquisition” and together with the TEG Acquisition and WTG Acquisition, the “2023 Acquisitions” ). Prior to the acquisition, the Company had supplied fuel to these sites, which had been operated by a dealer. The consideration at closing was approximately $ 13.7 million including cash and inventory in the stores on the closing date, of which approximately $ 10.4 million was paid by Oak Street under the Program Agreement for fee simple ownership in three of the properties. At the closing, pursuant to the Program Agreement, the Company entered into a master lease with Oak Street for the sites Oak Street acquired under customary lease terms. For accounting purposes, the transaction with Oak Street was treated as a sale-leaseback and the Company recorded right of use assets and operating lease liabilities of approximately $ 8.8 million in connection therewith. As of the closing, the Company leases under financing leases the remaining four sites from the seller and Oak is expected to purchase the fee simple ownership in these sites from the seller, for approximately $ 10.3 million, within twenty months from the closing of the Speedy’s Acquisition, and then lease these sites to the Company. 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 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, under 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 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 Qu arles Acquisition closing date, including, among other things, a 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 accounting treatment of the Quarles Acquisition resulted in no goodwill being recorded. Acquisition-related costs of approximately $ 0.2 million , $ 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, 2023, 2022 and 2021, respectively. 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” and together with the Quarles Acquisition, the “2022 Acquisitions”), 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 $ 10,617 GPMP Capital One Line of Credit 20,000 Payable to Pride Parent, LLC 1,460 Consideration provided by Oak Street 201,654 Total consideration $ 233,731 Assets acquired and liabilities: Cash and cash equivalents $ 3,586 Trade receivables 6,151 Inventory 5,035 Other assets 1,056 Property and equipment 199,786 Right-of-use assets under operating leases 2,245 Intangible assets 1,824 Environmental receivables 42 Deferred tax asset 7,556 Total assets 227,281 Accounts payable ( 13,310 ) Other liabilities ( 141 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 675 ) Operating leases ( 2,245 ) Total liabilities ( 16,441 ) Total identifiable net assets 210,840 Goodwill $ 22,891 Consideration paid in cash by the Company $ 30,617 Consideration provided by Oak Street 201,654 Less: cash and cash equivalent balances acquired ( 3,586 ) Net cash outflow $ 228,685 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 Pride Acquisition closing date, including, among other things, a 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. In 2023, the Company finalized the accounting treatment of the Pride Acquisition, including the valuation of some of the assets acquired, liabilities assumed and the goodwill resulting from the acquisition. As a result, the Company primarily reduced property and equipment by approximately $ 4.8 million, increased accounts payable and other liabilities by a net $ 1.1 million and increased the deferred tax asset by approximately $ 1.0 million. In addition, the consideration decreased by approximately $ 1.6 million. The adjustments to the assets acquired and liabilities assumed resulted in an increase in goodwill of approximately $ 3.3 million. These adjustments resulted in a reduction in depreciation and amortization expenses recorded of approximately $ 0.2 million that related to amounts recorded for the year ended December 31, 2022. As a result of the accounting treatment of the Pride Acquisition, the Company recorded goodwill of approximately $ 22.9 million, of which $ 20.0 million was allocated to the GPMP segment and the remainder to the retail 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 of approximately $ 0.7 million and $ 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 years ended December 31, 2023 and 2022 , respectively. No acquisition-related costs were recognized for the year ended December 31, 2021. 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 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 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 of 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, 2023 and 2022. 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 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 of 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, 2023 and 2022. 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. Impact of Acquisitions (unaudited) The unaudited supplemental pro forma financial information was prepared based on the historical information of the Company and the acquired operations and gives pro forma effect to the acquisitions using the assumption that the 2023 Acquisitions, the 2022 Acquisitions, and the 2021 Acquisitions had occurred on January 1, 2021 . The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisitions or any integration costs. The unaudited pro forma financial information is not necessarily indicative of what the actual results of operations would have been had the acquisitions occurred on January 1, 2021 nor is it indicative of future results. For the Year Ended December 31, 2023 2022 2021 (unaudited) (in thousands) Total revenue $ 9,836,586 $ 11,534,397 $ 9,521,297 Net income 29,168 65,634 41,690 |
Trade Receivables, Net
Trade Receivables, Net | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 (in thousands) Credit card receivables $ 54,190 $ 42,806 Fleet fueling customer credit accounts receivables, net 44,705 33,082 Dealers and customer credit accounts receivables, net 35,840 42,252 Total trade receivables, net $ 134,735 $ 118,140 An allowance for credit losses is provided based on management’s evaluation of outstanding accounts receivable. The Company had reserved $ 2.2 million and $ 1.8 million for uncollectible fleet fueling customers, dealers and customer credit accounts receivables as of December 31, 2023 and 2022 , respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consisted of the following: As of December 31, 2023 2022 (in thousands) Fuel inventory $ 91,720 $ 80,004 Merchandise inventory 147,595 132,080 Lottery inventory 11,278 9,867 Total inventory $ 250,593 $ 221,951 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, 2023 | |
Other Assets [Abstract] | |
Other Current Assets | 7. Other Current Assets Other current assets consisted of the following: As of December 31, 2023 2022 (in thousands) Vendor receivables $ 53,926 $ 42,711 Asset resulting from contingent consideration 3,930 4,533 Prepaid expenses 21,398 15,543 Environmental receivables 2,228 1,083 Income tax receivable 8,450 800 Due from related parties 935 1,151 Other current assets 27,605 22,052 Total other current assets $ 118,472 $ 87,873 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 (in thousands) Land $ 125,047 $ 115,276 Buildings and leasehold improvements 281,074 242,265 Equipment 775,472 633,511 Accumulated depreciation ( 438,983 ) ( 345,243 ) Total property and equipment, net $ 742,610 $ 645,809 Depreciation expense was $ 93.3 million , $ 68.8 million and $ 60.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Standby Real Estate Program On May 3, 2021 , GPM entered into a standby real estate purchase, designation and lease program agreement (as amended, the “Program Agreement”) with Oak Street Real Estate Capital Net Lease Property Fund, LP (including its affiliates, “Oak Street”), which Program Agreement was amended on April 7, 2022, March 28, 2023, May 2, 2023, July 11, 2023, and January 19, 2024. Pursuant to and subject to the terms of the Program Agreement, during the second year of its term, through September 30, 2024, Oak Street has agreed to purchase up to $ 1.5 billion of convenience store and gas station real property, cardlock locations and, subject to Oak Street’s consent, other types of real property that GPM or an affiliate thereof may acquire, including in connection with GPM’s acquisitions of businesses from third-parties (each, a “Property”). The $ 1.5 billion limit does not include the funding Oak Street provided for the WTG Acquisition as described in Note 4 or any prior funding provided by Oak Street. 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. During the program term, 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022 $ 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 Goodwill attributable to acquisitions during the year — 71,570 71,570 Goodwill adjustment – Pride Adjustment 2,891 415 3,306 Ending balance, December 31, 2023 $ 17,752 $ 274,421 $ 292,173 Intangible Assets, Net Intangible assets consisted of the following: As of December 31, 2023 2022 (in thousands) Wholesale fuel supply agreements $ 219,262 $ 202,512 Trade names 39,584 37,084 Options to acquire ownership rights 3,241 6,372 Non-contractual customer relationships 46,720 25,220 Other intangibles 21,825 21,690 Accumulated amortization – Wholesale fuel supply agreements ( 59,383 ) ( 40,645 ) Accumulated amortization – Trade names ( 34,891 ) ( 33,060 ) Accumulated amortization – Options to acquire ownership rights ( 1,377 ) ( 3,939 ) Accumulated amortization – Non-contractual customer relationships ( 2,413 ) ( 525 ) Accumulated amortization – Other intangibles ( 18,016 ) ( 17,586 ) $ 214,552 $ 197,123 Franchise rights and liquor licenses of $ 3.1 million and $ 3.1 million as of December 31, 2023 and 2022, respectively, were not being amortized. Amortization expense related to definite lived intangible assets was $ 23.4 million , $ 20.9 million and $ 23.6 million for the years ended December 31, 2023, 2022 and 2021, 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) 2024 $ 23,296 2025 22,885 2026 22,524 2027 21,235 2028 20,652 Thereafter 100,869 $ 211,461 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | 10. Other Current Liabilities The components of other current liabilities were as follows: As of December 31, 2023 2022 (in thousands) Accrued employee costs $ 22,015 $ 28,298 Fuel and other taxes 40,392 30,491 Accrued insurance liabilities 10,464 9,881 Accrued expenses 50,798 42,955 Environmental liabilities 4,100 3,425 Deferred vendor income 13,134 12,101 Accrued income taxes payable — 4,056 Liabilities resulting from Additional and Contingent Consideration 5,524 5,674 Deferred payments related to acquisitions (see Note 4) 25,291 — Ares Put Option — 8,575 Other accrued liabilities 7,818 8,641 Total other current liabilities $ 179,536 $ 154,097 Additional and Contingent Consideration Part of the consideration to the sellers in the acquisition of the business of Empire Petroleum Partners, LLC (“Empire”) in 2020 was as follows: • On each of the first five anniversaries of October 6, 2020 , 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, 2023, 2022 and 2021 , the Company paid the Empire sellers $ 4.0 million, $ 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 Empire purchase agreement, with regard to the occurrence of the following events during the five years following October 6, 2020 (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 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 Empire’s and/or GPM’s sites as of the closing date), (iv) improvement in the terms of the agreements with transportation companies (with regard to Empire’s and/or GPM’s sites as of the closing date), and (v) the closing of additional wholesale transactions that the sellers had engaged in prior to the closing date. The measurement and payment of the Contingent Consideration will be made once a year. Ares Put Option On September 8, 2020, the Company entered into an agreement with Ares Capital Corporation (“Ares”) and certain of its affiliates (the “Ares Put Option”), which guaranteed Ares a value of approximately $ 27.3 million (including all dividend payments received by Ares) at the end of February 2023 for the shares of common stock that the Company issued in consideration for its acquisition in December 2020 of equity in GPM (the “Ares Shares”). The embedded derivative recorded for the Ares Put Option was evaluated under ASC 815, Derivatives and Hedging, and was determined to not be clearly and closely related to the host instrument. The embedded derivative (a put option) was classified as liability. For further details, see Note 22 below. On April 3, 2023, t he Company and Ares agreed that in lieu of the Company issuing to Ares additional shares of common stock in accordance with the Ares Put Option or purchasing the Ares Shares, Ares would retain the Ares Shares, and the Company would pay approximately $ 9.8 million in cash to Ares in full satisfaction of the Company’s obligations related to the Ares Put Option. The Company made this payment on April 14, 2023, and the Ares Put Option terminated. |
Other Non-current Liabilities
Other Non-current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 (in thousands) Environmental liabilities $ 9,315 $ 8,639 Deferred vendor income 28,860 26,715 Liabilities resulting from Additional and Contingent Consideration 3,514 7,256 Deferred payments related to acquisitions (see Note 4) 24,056 — Public Warrants 16,316 25,894 Private Warrants 2,450 4,515 Additional Deferred Shares 1,326 1,436 Financial liabilities 172,398 96,864 Other non-current liabilities 8,367 7,626 Total other non-current liabilities $ 266,602 $ 178,945 Public and Private Warrants As of December 31, 2023 , there were 17.3 million warrants to purchase common stock outstanding for an exercise price of $ 11.50 per share, consisting of approximately 14.8 million public warrants (the “Public Warrants”) and approximately 2.5 million private warrants (the “Private Warrants”). Prior to the merger with Haymaker Acquisition Corp. II (“Haymaker”) on December 22, 2020, the warrants were for the purchase of the common stock of Haymaker. The warrants will expire five years after December 22, 2020, 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. Financial Liabilities The non-current portion of financial liabilities is related to off-market sale-leaseback transactions with Oak Street related to the 2023 Acquisitions of TEG and WTG, the 2022 Acquisitions of Quarles and Pride, and a failed sale-leaseback transaction related to the 2021 ExpressStop Acquisition, as further described in Note 4 above. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 12. Debt The components of debt were as follows: As of December 31, 2023 2022 (in thousands) Senior Notes $ 444,432 $ 443,648 M&T debt 65,228 49,023 Capital One line of credit 332,027 256,430 Insurance premium notes 3,752 2,886 Total debt, net $ 845,439 $ 751,987 Less current portion ( 16,792 ) ( 11,944 ) Total long-term debt, net $ 828,647 $ 740,043 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 $ 444,432 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 6.60 % None 132,576 unused based on borrowing base None M&T Term Loans $ 44.4 million $ 35.0 million of principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with a balance of $23.1 million due on the maturity date of June 10, 2026 . 9.4 million of principal is paid in equal monthly installments of approximately $52 thousand based on a 15-year amortization schedule with a balance of $6.4 million due on the maturity date of November 10, 2028 . SOFR (as defined in the agreement) plus 3.0 % (until September 28, 2023 - LIBOR plus 3.0 %) 2.75 % 8.49 % 8.06 % $ 38,087 $ 37,493 M&T Equipment Line of Credit Up to $ 45 million $9.1 million of the current balance is being paid in equal monthly installments of approximately $590 thousand (principal and interest) with the balance due on various maturity dates through September 2025. Fixed rate 2.75 % 3.58 % to 6.90 % 8.07 % $ 25,484 19,516 unused $ 25,216 Other M&T Term Loans $ 3.3 million The principal is being paid in equal monthly installments including interest of approximately $37 thousand with the remaining balance due on various maturity dates through August 2031. Fixed rate 3.91 % to 6.62 % $ 2,536 $ 2,519 GPMP Capital One Line of Credit Up to $ 800 million The full amount of the principal is due on the maturity date of May 5, 2028. 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 % 8.18 % $ 338,300 No borrowings under the Alternate Base rate 461,200 unused $ 332,027 Total $ 841,687 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 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 September 28, 2023, GPM amended its credit agreement with M&T Bank (the “M&T Credit Agreement”) to increase the line of credit for purchases of equipment thereunder from $ 20.0 million to $ 45.0 million, which line may be borrowed in tranches until September 28, 2026. On November 21, 2023, GPM further amended and restated the M&T Credit Agreement to increase the aggregate principal amount of real estate loans from $ 35.0 million to $ 44.4 million (the “M&T Term Loans”). An additional M&T Term Loan for the purchase of real estate for $ 5.1 million closed in January 2024. The Company has pledged the p roperty of 43 sites and certain fixtures at these sites as collateral to support the M&T Term Loans. The equipment loans are secured by the equipment acquired with the proceeds of such loans. Financing agreement with a syndicate of banks led by Capital One, National Association On May 5, 2023, GPMP renewed the credit agreement governing its revolving credit facility with a syndicate of banks led by Capital One, National Association, to increase the aggregate principal amount of availability thereunder from $ 500 million to $ 800 million (as amended, the “Capital One Line of Credit”) and extend the maturity date from July 15, 2024 to May 5, 2028. At GPMP’s request, availability under the Capital One Line of Credit can be increased up to $ 1.0 billion, subject to obtaining additional financing commitments from current lenders or from other banks, and subject to certain other terms as detailed in the Capital One Line of Credit. The Capital One Line of Credit is available for general partnership purposes, including working capital, capital expenditures and permitted acquisitions. All borrowings and letters of credit under the Capital One Line of Credit 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 Line of Credit 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 Line of Credit). 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. Letters of Credit Financing Facility Amount Letters of PNC Line of Credit $ 40.0 million $ 7.3 million Capital One Credit Facility $ 40.0 million $ 0.5 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 the Company does not comply with the time schedules for the payment of associated liabilities. 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 24 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, 2023: Amount (in thousands) 2024 $ 17,063 2025 10,361 2026 29,451 2027 4,764 2028 346,176 Thereafter 450,343 858,158 Deferred financing costs ( 12,719 ) Total debt $ 845,439 Deferred Financing Costs Deferred financing costs of $ 6.3 million and $ 0.6 million were incurred in the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the gross value of deferred financing costs of $ 16.6 million and $ 14.1 million, respectively, and accumulated amortization of $ 3.5 million and $ 4.8 million, respectively, were recorded as a direct reduction from the carrying amount of the associated debt liabilities, with the exception of $ 0.4 million and $ 0.5 million which were recorded as a prepaid asset related to the unused PNC Line of Credit, respectively. Amortization of deferred financing costs and debt discount, including the write-off of deferred financing costs due to the early repayment of debt, was $ 2.5 million, $ 2.5 million and $ 9.3 million for the years ended December 31, 2023, 2022 and 2021, 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 Line of Credit requires GPMP to maintain certain financial covenants, including a leverage ratio and an interest coverage expense ratio. As of December 31, 2023 , 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, 2023 | |
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 retail convenience stores, at most of the other owned and leased locations leased to dealers, certain other dealer locations and proprietary cardlock locations, there are aboveground and underground storage tanks for which the Company is responsible. The future cost to remove a storage tank is recognized over the estimated remaining useful life of the storage tank or the termination of the applicable lease. A liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset is recorded at the time a storage tank is installed. The 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. A reconciliation and roll forward of the liability for the removal of its storage tanks was as follows: 2023 2022 (in thousands) Beginning Balance as of January 1, $ 65,309 $ 58,428 Acquisitions in year 18,016 5,870 Accretion expense 2,399 1,833 Adjustments ( 269 ) ( 727 ) Retirement of tanks ( 23 ) ( 95 ) Ending Balance as of December 31, (*) $ 85,432 $ 65,309 (*) $ 722 thousand and $ 400 thousand were recorded to other current liabilities in the consolidated balance sheets as of December 31, 2023 and 2022 , 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 $ 32.8 million and $ 31.4 million as of December 31, 2023 and 2022, 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. The total future minimum gallon volume purchase requirements from fuel vendors were as follows: Gallons (in thousands) 2024 323,453 2025 221,405 2026 199,762 2027 196,762 2028 176,262 Thereafter 593,294 Total 1,710,938 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, 2023 | |
Leases [Abstract] | |
Leases | 14. Leases Lessee As of December 31, 2023 , the Company leased 1,276 of the convenience stores that it operates, 208 dealer locations, 156 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, 2023 , there are approximately 940 sites which are leased under 45 separate master lease agreements. Master leases with nine lessors encompass a total of approximately 895 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, 2023 2022 2021 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 10,919 $ 12,061 $ 13,393 Interest on lease liabilities 16,837 17,041 17,515 Operating lease costs included in store operating expenses 181,164 142,730 131,106 Operating lease costs included in general and administrative expenses 2,206 1,753 1,652 Lease cost related to variable lease payments, short-term leases 2,681 2,390 2,037 Right-of-use asset impairment charges and loss on disposals of leases 6,116 1,661 1,799 Total lease costs $ 219,923 $ 177,636 $ 167,502 For the years ended December 31, 2023, 2022 and 2021, total cash outflows for leases amounted to approximately $ 171.9 million , $ 139.0 million and $ 128.4 million for operating leases, respectively, and $ 22.3 million , $ 23.6 million and $ 25.0 million for financing leases, respectively. Supplemental balance sheet data related to leases was as follows: As of December 31, 2023 2022 (in thousands) Operating leases Assets Right-of-use assets under operating leases $ 1,384,693 $ 1,203,188 Liabilities Operating leases, current portion 67,053 57,563 Operating leases 1,395,032 1,218,045 Total operating leases 1,462,085 1,275,608 Weighted average remaining lease term (in years) 14.0 14.1 Weighted average discount rate 7.8 % 7.7 % Financing leases Assets Right-of-use assets $ 215,174 $ 232,986 Accumulated amortization ( 52,506 ) ( 50,873 ) Right-of-use assets under financing leases, net 162,668 182,113 Liabilities Financing leases, current portion 9,186 5,457 Financing leases 213,032 225,907 Total financing leases 222,218 231,364 Weighted average remaining lease term (in years) 21.2 23.4 Weighted average discount rate 7.9 % 7.2 % As of December 31, 2023 , maturities of lease liabilities for operating lease obligations and financing lease obligations having an initial or remaining non-cancellable lease terms in excess of one year were 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) 2024 $ 176,101 $ 26,032 2025 177,162 26,983 2026 176,557 20,686 2027 174,576 20,738 2028 168,259 21,038 Thereafter 1,617,287 399,181 Gross lease payments $ 2,489,942 $ 514,658 Less: imputed interest ( 1,027,857 ) ( 292,440 ) Total lease liabilities $ 1,462,085 $ 222,218 Lessor The Company leases and subleases owned and leased properties to 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 dealers and other tenants and subtenants often post a security deposit as collateral. Total operating sublease income was approximately $ 27.3 million, $ 22.1 million and $ 20.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Sublease income is included in other revenues, net in the consolidated statements of operations. As of December 31, 2023, 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) 2024 $ 25,435 2025 21,476 2026 18,050 2027 14,936 2028 10,691 Thereafter 34,282 $ 124,870 |
Environmental Liabilities
Environmental Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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 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 equipment, UST or the lease period of the relevant site in which the UST is installed, whichever is shorter. • Costs for removal of storage tanks located at the convenience stores, selected 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, 2023 and 2022 , environmental obligations totaled $ 13.4 million and $ 12.1 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 $ 7.5 million and $ 4.9 million as of December 31, 2023 and 2022, 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, 2023 were as follows: Payments Recoveries Net (in thousands) 2024 $ 4,100 $ 2,228 $ 1,872 2025 3,804 2,322 1,482 2026 2,572 1,769 803 2027 761 390 371 2028 526 209 317 Thereafter 1,652 599 1,053 Total Future Payments and Recoveries $ 13,415 $ 7,517 $ 5,898 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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 and its subsidiaries are classified as a Corporation and file on a consolidated, unitary or combined basis for U.S. federal and most state jurisdictions for income tax purposes. The Company’s subsidiary, GPM, had been classified through July 31, 2022 as a partnership for U.S. federal and 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 was 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, 2023 , the Company has recorded a deferred tax asset of $ 4.6 million reflecting the benefit of $ 31.0 million in loss carryforwards and $ 2.9 million in tax credits. The deferred tax assets expire as follows: Amount Expiration Date (in thousands) Domestic state NOL $ 12,493 2032 - Indefinite Foreign NOL 13,000 Indefinite life Foreign capital loss 5,503 Indefinite life Foreign tax credits 2,910 2023 - 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 as of both December 31, 2023 and 2022 to recognize that a portion of the deferred tax asset will not be realized based on the more likely than not standard. The C ompany has recorded a 100% valuation allowance against its foreign subsidiaries’ deferred tax assets in the amount of $ 8.1 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 both December 31, 2023 and 2022, the Company and its subsidiaries have recorded $ 0.3 million for unrecognized tax benefits related to state exposures. A reconciliation of the beginning and ending balances of uncertain tax positions included in other current liabilities on the consolidated balance sheets was as follows: 2023 2022 (in thousands) Beginning balance as of January 1, $ 261 $ 600 Additions for tax positions taken in prior years — — Reductions of tax positions taken in prior years — — Reductions for settlements on tax positions of prior years — ( 339 ) Ending balance as of December 31, $ 261 $ 261 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, 2019 remain open. The Company’s foreign subsidiaries’ tax returns up to and including tax year 2018 are considered closed due to the statute of limitations. Earnings before income taxes were as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Domestic (U.S.) $ 46,038 $ 106,365 $ 73,338 Foreign (Israel) 694 1,170 ( 2,277 ) Total $ 46,732 $ 107,535 $ 71,061 The components of the income tax provision were as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Current: Domestic federal $ 10,501 $ 6,907 $ 1,535 Domestic state and local 6,345 6,350 5,251 Total current 16,846 13,257 6,786 Deferred: Domestic federal ( 3,316 ) 19,830 7,550 Domestic state and local ( 1,364 ) 2,470 ( 2,702 ) Total deferred ( 4,680 ) 22,300 4,848 Total income tax expense $ 12,166 $ 35,557 $ 11,634 The reconciliation of significant differences between income tax expense applying the US statutory rate and the actual income tax expense at the effective rate were as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Income tax expense at the statutory rate $ 9,814 21.0 % $ 22,582 21.0 % $ 14,923 21.0 % Increases (decreases): Internal entity realignment, change in entity — 0.0 % 8,880 8.3 % — 0.0 % Non-controlling interest in partnership ( 49 ) ( 0.1 )% ( 58 ) ( 0.1 )% ( 48 ) ( 0.1 )% State income taxes, net of federal income tax 3,822 8.2 % 6,470 6.0 % 3,444 4.8 % International rate differential 14 0.0 % 23 0.0 % ( 425 ) ( 0.6 )% Non-deductible expenses ( 329 ) ( 0.7 )% 1,392 1.3 % 1,941 2.7 % Valuation allowance ( 2,620 ) ( 5.6 )% ( 2,222 ) ( 2.1 )% ( 3,892 ) ( 5.5 )% Credits ( 1,296 ) ( 2.8 )% ( 1,319 ) ( 1.2 )% ( 1,880 ) ( 2.6 )% Expired attributes 2,540 5.4 % — 0.0 % — 0.0 % Other rate differentials 270 0.6 % ( 191 ) ( 0.1 )% ( 2,429 ) ( 3.4 )% Total $ 12,166 26.0 % $ 35,557 33.1 % $ 11,634 16.3 % (*) refer to details above. Significant components of deferred income tax assets and liabilities consisted of the following: As of December 31, 2023 2022 (in thousands) Deferred tax assets: Asset retirement obligation $ 21,320 $ 16,290 Inventory 289 376 Lease obligations 420,100 375,299 Financial liabilities 43,991 24,607 Accrued expenses 4,570 4,054 Deferred income 10,712 9,868 Fuel supply agreements 79,151 61,816 Environmental liabilities 1,406 1,780 Transaction costs 2,052 2,224 Investment in partnership 17,698 13,754 Share-based compensation 3,954 3,936 Net operating loss carryforwards 4,626 5,291 Credits 2,910 5,136 Other 2,619 2,302 Total deferred tax assets 615,398 526,733 Valuation allowance ( 8,523 ) ( 11,142 ) Total deferred tax assets, net 606,875 515,591 Deferred tax liabilities: Property and equipment ( 134,958 ) ( 123,931 ) Intangible assets ( 28,247 ) ( 19,810 ) Right-of-use assets ( 386,691 ) ( 345,902 ) Prepaid expenses ( 4,602 ) ( 3,208 ) Other ( 84 ) ( 12 ) Total deferred tax liabilities ( 554,582 ) ( 492,863 ) Net deferred tax asset $ 52,293 $ 22,728 |
Equity and Temporary Equity
Equity and Temporary Equity | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 0.12 per share of common stock in 2023, totaling $ 14.3 million , and dividends of $ 0.09 per share 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 aggregate amount of dividends paid on the common stock through December 31, 2023 , the conversion price of the Company’s Series A convertible preferred stock has been adjusted from $ 12.00 to $ 11.79 per share, as were the threshold share prices in the Deferred Shares agreement (as discussed below). The Board declared a quarterly dividend of $ 0.03 per share of common stock, to be paid on March 21, 2024 to stockholders of record as of March 11, 2024. 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 and in May 2023, the Board increased the size of the share repurchase program to $ 100.0 million. The share repurchase program does not have an expiration date. In the year ended December 31, 2023, the Company repurchased approximately 4.2 million shares of common stock under the repurchase program for approximately $ 32.0 million , or an average share price of $ 7.54 . 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”) 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 December 22, 2020, 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 $ 11.79 as of December 31, 2023 . 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 $ 17.50 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 at the agreed VWAP period 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 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: Commencing from December 22, 2023, 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, 2023 and 2022, the Series A Stock was accreted to its full redemption value. Deferred Shares Two million common shares will be issued to the founders of Haymaker subject to the share price of the Company’s common shares reaching $ 13.00 or higher within five years from December 22, 2020; 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 December 22, 2020 and additional up to 200 thousand common shares of the Company (the “Additional 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. Ares Warrants On December 22, 2020, certain entities affiliated with Ares exchanged their warrants to acquire membership interests in GPM for warrants (the “Ares Warrants”) to purchase 1.1 million shares of the Company’s common stock (the “Ares Warrant Shares”). Each 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 “Ares Warrants Price”). Each Ares Warrant may be exercised until December 22, 2025. The Ares Warrants Price and the number of Ares Warrant Shares for which each 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. An 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. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 , 4.9 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 are vested immediately and which RSUs will be settled in common stock upon the director’s departure from the Board or an earlier change in control of the Company. Stock Options The following table summarizes share activity related to stock options: Stock Options Weighted Average Exercise Price Weighted Average Fair Value Remaining Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) (in thousands) Options Outstanding, January 1, 2022 126 $ 10.00 Granted 771 9.11 2.70 Options Outstanding, December 31, 2022 897 $ 9.24 9.0 $ 77 Granted 409 8.58 3.27 Options Outstanding, December 31, 2023 1,306 $ 9.03 8.4 $ — Exercisable at December 31, 2023 436 $ 9.48 7.9 $ — Vested and expected to vest at December 31, 2023 1,306 $ 9.03 8.4 $ — The aggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s common stock on December 31. In the year ended December 31, 2023, 394 thousand stock options vested. As of December 31, 2023, total unrecognized compensation cost related to unvested stock options was approximately $ 1.5 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, 2023 2022 Expected dividend rate 1.4 % 0.9 % Expected stock price volatility 28.8 % 28.3 % Risk-free interest rate 4.0 % 1.7 % Expected term of options (years) 10.0 10.0 The expected stock price volatility is based on the historical volatility of the Company’s stock price plus the Company’s peer group’s stock price for the period prior to the Company’s listing on Nasdaq. The volatilities are estimated for a period of time equal to the expected term of the related option. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues with an equivalent remaining term. The expected term of the options represents the estimated period of time until exercise and is determined by considering the contractual terms, vesting schedule and expectations of future employee behavior. Restricted Stock Units The following table summarizes share activity re lated to RSUs: Restricted Stock Units Weighted Average Grant Date Fair Value (in thousands) Nonvested RSUs, January 1, 2022 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 Granted 1,788 8.38 Released ( 647 ) 8.93 Forfeited ( 37 ) 9.22 Performance-based share adjustment ( 350 ) 9.17 Nonvested RSUs, December 31, 2023 3,869 $ 8.65 In the years ended December 31, 2023 and 2022, 141,764 and 108,600 RSUs were issued to non-employee directors. These awards are included in the table above under restricted stock units as both granted and released units. There were 303,850 and 198,170 RSUs issued to non-employee directors outstanding as of December 31, 2023 and 2022, respectively. The fair value of RSUs released during 2023 and 2022 was $ 5.5 million and $ 3.5 million , respectively. In the years ended December 31, 2023, 2022 and 2021, the Company granted a target of 1,151,084 , 1,120,354 and 644,867 performance-based RSUs (“PSUs”), respectively. The PSUs were awarded to certain members of senior management and cliff vest, generally at the end of a three-year period, subject to the achievement of specific performance criteria measured over such period. The number of PSUs which will ultimately vest is contingent upon the recipient continuing to be in the continuous service of the Company and related entities through the last day of the performance period and that the Compensation Committee of the Board determines the performance criteria has been met and certifies the extent to which they have been met. The Company assesses the probability of achieving the performance criteria on a quarterly basis. As of December 31, 2023, the number of PSUs was adjusted for the probability of achieving the performance criteria, resulting in a net reduction of share-based compensation cost of approximately $ 2.8 million being recorded in 2023. No adjustment was made in 2022. As of December 31, 2021, the number of PSUs was adjusted for the probability of achieving the performance criteria, resulting in additional expense of $ 1.0 million being recorded in 2021 based on the grant date fair value. For PSUs with market conditions, the Company recognizes the fair value expense ratably over the performance and vesting period. As of December 31, 2023, total unrecognized compensation cost related to RSUs and PSUs was approximately $ 13.9 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. Share-Based Compensation Cost Total share-based compensation cost recorded for employees, non-employees and members of the Board for the years ended December 31, 2023, 2022 and 2021 was $ 15.0 million , $ 12.2 million and $ 5.8 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, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Balances outstanding with related parties were as follows: As of December 31, 2023 2022 (in thousands) Current assets: Due from equity investment $ 108 $ 111 Loan to equity investment 617 674 Due from related parties 210 366 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Net income available to common stockholders $ 28,619 $ 65,997 $ 53,463 Change in fair value of Ares Put Option — ( 329 ) ( 927 ) Net income available to common stockholders after $ 28,619 $ 65,668 $ 52,536 Weighted average common shares outstanding — Basic 118,782 121,476 124,412 Effect of dilutive securities: Restricted share units 823 822 259 Ares Put Option — 926 766 Weighted average common shares outstanding — Diluted 119,605 123,224 125,437 Net income per share available to $ 0.24 $ 0.54 $ 0.43 Net income per share available to $ 0.24 $ 0.53 $ 0.42 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, 2023 2022 2021 (in thousands) Ares Warrants 1,100 1,100 1,100 Public and private warrants 17,333 17,333 17,333 Series A redeemable preferred stock 8,482 8,396 8,333 Stock options 1,306 897 126 |
Financial Derivative Instrument
Financial Derivative Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Derivative Instruments | 21. Financial Derivative Instruments The Company makes limited use of derivative instruments (futures contracts) to manage certain risks related to diesel fuel prices. The Company does not hold any derivatives for speculative purposes and it does not use derivatives with leveraged or complex features. The Company currently uses derivative instruments that are traded primarily over national exchanges such as the New York Mercantile Exchange (“NYMEX”). For accounting purposes, the Company has designated its derivative contracts as fair value hedges of firm commitments. As of December 31, 2023 and 2022, the Company had fuel futures contracts in place to hedge approximately 1.2 million gallons and 2.5 million gallons, respectively, of diesel fuel for which the Company had a firm commitment to purchase. As of December 31, 2023 and 2022, the Company had an asset derivative with a fair value of approximately $ 0.1 million and $ 0.5 million , respectively, recorded in other current assets and a firm commitment with a fair value of approximately $ 0.1 million and $ 0.5 million , respectively, recorded in other current liabilities on the consolidated balance sheet. As of December 31, 2023 and 2022, there was $ 0 and approximately $ 0.5 million , respectively, 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, 2023 | |
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, 2023 and 2022 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 $ 391.8 million and $ 354.7 million as of December 31, 2023 and 2022 , 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, 2023 and 2022 due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of fuel futures contracts was determined using NYMEX quoted values. The Contingent Consideration from the Empire acquisition in 2020 is measured at fair value at the end of each reporting period and amounted to $ 3.4 million and $ 3.7 million as of December 31, 2023 and 2022, respectively. The fair value methodology for the Contingent Consideration liability is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. Approximately $( 0.3 ) million , $ 0.3 million and $( 0.5 ) million were recorded as a component of interest and other financial (expenses) income in the consolidated statements of operations for the change in the fair value of the contingent consideration for the years ended December 31, 2023, 2022 and 2021, respectively, and approximately $ 0.6 million , $ 2.2 million and $ 1.7 million of income were recorded as a component of other expenses, net in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively. The Public Warrants (as defined in Note 11), of which approximately 14.8 million were outstanding as of December 31, 2023, are measured at fair value at the end of each reporting period and amounted to $ 16.3 million and $ 25.9 million as of December 31, 2023 and 2022, respectively. The fair value methodology for the Public Warrants is categorized as Level 1. Approximately $( 9.6 ) million , $( 0.3 ) million and $ 5.5 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, 2023, 2022 and 2021, respectively. The Private Warrants (as defined in Note 11), of which approximately 2.5 million were outstanding as of December 31, 2023, are measured at fair value at the end of each reporting period and amounted to $ 2.5 million and $ 4.5 million as of December 31, 2023 and 2022 , respectively. The fair value methodology for the Private Warrants is categorized as Level 2 because certain inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Private Warrants have been recorded at fair value based on a Black-Scholes option pricing model with the following material assumptions based on observable and unobservable inputs: As of December 31, 2023 2022 Expected term (in years) 2.0 3.0 Volatility 39.2 % 41.9 % Risk-free interest rate 4.2 % 4.2 % Expected dividend yield 1.5 % 1.4 % Strike price $ 11.50 $ 11.50 For the change in the fair value of the Private Warrants, approximately $( 2.0 ) million , $( 0.1 ) million and $ 0.6 million were recorded as components of interest and other financial (income) expenses in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively. The Additional Deferred Shares (as defined in Note 17) are measured at fair value at the end of each reporting period and amounted to $ 1.3 million and $ 1.4 million as of December 31, 2023 and 2022, respectively. The fair value methodology for the Additional Deferred Shares is categorized as Level 3 because inputs to the valuation methodology are unobservable and significant to the fair value adjustment. The Additional 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, 2023 2022 Expected term (in years) 3.4 4.4 Volatility 33.3 % 42.0 % Risk-free interest rate 4.0 % 4.1 % Stock price $ 8.25 $ 8.66 For the change in the fair value of the Additional 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, 2023, 2022 and 2021. The Ares Put Option (as defined in Note 10), which terminated in 2023, was measured at fair value at the end of each reporting period and amounted to $ 8.6 million as of December 31, 2022. The fair value methodology for the Ares Put Option was categorized as Level 3 because inputs to the valuation methodology were unobservable and significant to the fair value adjustment. The Ares Put Option was 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 Expected term (in years) 0.2 Volatility 25.9 % Risk-free interest rate 4.3 % Strike price $ 12.845 Approximately $ 1.2 million, $( 0.3 ) million and $( 0.9 ) million were recorded as components of interest and other financial expenses (income) in the consolidated statements of operations for the change in the fair value of the Ares Put Option for the years ended December 31, 2023, 2022 and 2021 , respectively. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
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 retail convenience stores, the Company owns the merchandise and fuel inventory and employs personnel to manage the store. The wholesale segment supplies fuel to dealers, sub-wholesalers and bulk and spot purchasers, on either a cost plus or consignment basis. For consignment arrangements, the Company retains ownership of the fuel inventory at the site, is responsible for the pricing of the fuel to the end consumer, and shares the gross profit with the dealers. The fleet fueling segment, 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 includes its sale and supply of fuel to substantially all of GPM’s sites that sell fuel in the retail and wholesale segments, at GPMP’s cost of fuel (including taxes and transportation) plus a fixed margin (currently 5.0 cents per gallon), and charges a fixed fee primarily to sites in the fleet fueling segment which are not supplied by GPMP (currently 5.0 cents per gallon sold). GPMP also supplies fuel to a limited number of dealers and bulk purchasers. The “All Other” segment includes the results of non-reportable segments which do not meet both quantitative and qualitative 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 substantially all of GPM’s 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 and certain Company sites which are not supplied by GPMP. The effect of these inter-segment transactions was eliminated in the consolidated financial statements. Year Ended December 31, 2023 Retail Wholesale Fleet Fueling GPMP All Other Total (in thousands) Revenues Fuel revenue $ 3,858,777 $ 3,039,904 $ 530,937 $ 3,681 $ 31,073 $ 7,464,372 Merchandise revenue 1,838,001 — — — — 1,838,001 Other revenues, net 74,406 25,775 7,818 939 1,420 110,358 Total revenues from external customers 5,771,184 3,065,679 538,755 4,620 32,493 9,412,731 Inter-segment — — — 5,160,146 19,643 5,179,789 Total revenues from segments 5,771,184 3,065,679 538,755 5,164,766 52,136 14,592,520 Operating income 259,326 30,578 34,572 102,446 430 427,352 Interest and other financial expenses, net ( 29,487 ) — ( 29,487 ) Loss from equity investment ( 39 ) ( 39 ) Net income from segments $ 397,826 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 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 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 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 segments $ 340,716 A reconciliation of total revenues from segments to total revenues on the consolidated statements of operations was as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Total revenues from segments $ 14,592,520 $ 14,825,230 $ 11,802,889 Elimination of inter-segment revenues ( 5,179,789 ) ( 5,682,431 ) ( 4,385,491 ) Total revenues $ 9,412,731 $ 9,142,799 $ 7,417,398 A reconciliation of net income from segments to net income on the consolidated statements of operations was as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Net income from segments $ 397,826 $ 395,074 $ 340,716 Amounts not allocated to segments: Store operating expenses ( 13,647 ) 2,264 3,287 General and administrative expenses ( 162,132 ) ( 137,072 ) ( 121,697 ) Depreciation and amortization ( 120,232 ) ( 94,383 ) ( 89,822 ) Other expenses, net ( 13,327 ) ( 9,816 ) ( 3,536 ) Interest and other financial expenses, net ( 41,756 ) ( 48,355 ) ( 58,108 ) Income tax expense ( 12,166 ) ( 35,734 ) ( 11,413 ) Net income $ 34,566 $ 71,978 $ 59,427 |
Store Operating Expenses
Store Operating Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Operating Expenses [Abstract] | |
Store Operating Expenses | 24. Store Operating Expenses Store operating expenses consisted of the following: For the Year Ended December 31, 2023 2022 2021 (in thousands) Salaries and wages $ 341,381 $ 287,185 $ 242,692 Rent 183,845 145,120 133,143 Credit card fees 109,258 101,434 83,757 Utilities, upkeep, and taxes 75,927 63,121 57,497 Repairs and maintenance 52,906 43,873 37,345 Insurance 26,361 19,308 20,537 Other store operating expenses 70,456 61,133 55,547 Total store operating expenses $ 860,134 $ 721,174 $ 630,518 |
SCHEDULE I
SCHEDULE I | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 Assets Current assets: Cash and cash equivalents $ 27,220 $ 93,721 Other current assets 11,983 16,168 Total current assets 39,203 109,889 Non-current assets: Investment in subsidiaries 356,048 312,708 Loans to subsidiaries 450,000 450,000 Deferred tax asset 1,941 2,239 Total assets $ 847,192 $ 874,836 Liabilities Current liabilities: Long-term debt, current portion $ 671 $ 1,145 Other current liabilities 5,896 17,364 Total current liabilities 6,567 18,509 Non-current liabilities: Long-term debt, net 444,432 443,648 Other non-current liabilities 20,092 31,845 Total liabilities $ 471,091 $ 494,002 Series A redeemable preferred stock 100,000 100,000 Shareholders' equity 276,101 280,834 Total liabilities, redeemable preferred stock and shareholders' equity $ 847,192 $ 874,836 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, 2023 2022 2021 Income: Income from loans to subsidiaries and other investee $ 23,063 $ 23,645 $ 6,016 23,063 23,645 6,016 Expenses: General and administrative 7,419 7,437 6,152 7,419 7,437 6,152 Income (loss) before interest and financial income (expenses) 15,644 16,208 ( 136 ) Interest and other financial income 14,314 1,577 1,005 Interest and other financial expenses ( 25,106 ) ( 23,641 ) ( 10,855 ) Income (loss) before income taxes 4,852 ( 5,856 ) ( 9,986 ) Income tax (expense) benefit ( 249 ) 3,579 ( 2,771 ) Equity income from subsidiaries 29,766 74,024 71,955 Net income $ 34,369 $ 71,747 $ 59,198 Series A redeemable preferred stock dividends ( 5,750 ) ( 5,750 ) ( 5,735 ) Net income attributable to common shareholders $ 28,619 $ 65,997 $ 53,463 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, 2023 2022 2021 Cash flows from operating activities: Net income $ 34,369 $ 71,747 $ 59,198 Adjustments to reconcile net income to net cash used in operating activities: Equity income from subsidiaries ( 29,766 ) ( 74,024 ) ( 71,955 ) Deferred income taxes 298 ( 164 ) 519 Amortization of deferred financing costs and debt discount 785 759 152 Foreign currency loss (gain) and interest related to intercompany balances — 1,693 ( 4,656 ) Share-based compensation 1,172 955 868 Fair value adjustment of financial liabilities ( 10,520 ) ( 887 ) 5,021 Other operating activities, net ( 116 ) — — Changes in assets and liabilities: Decrease (increase) in other current assets 4,856 ( 11,542 ) ( 1,586 ) (Decrease) increase in other current liabilities ( 2,910 ) 6,752 3,713 Net cash used in operating activities $ ( 1,832 ) $ ( 4,711 ) $ ( 8,726 ) Cash flows from investing activities: Loans to investees $ — $ — $ ( 450,000 ) Repayments of loans to subsidiaries and other investees — 40,000 — Distribution from subsidiary — 28,109 — Net cash provided by (used in) investing activities — 68,109 ( 450,000 ) Cash flows from financing activities: Proceeds from issuance of long-term debt, net — — 442,737 Payment of merger transaction issuance costs — — ( 4,773 ) Common stock repurchased ( 33,694 ) ( 40,042 ) — Dividends paid on common stock ( 14,272 ) ( 10,893 ) — Dividends paid on redeemable preferred stock ( 5,750 ) ( 5,750 ) ( 5,892 ) Payment of Ares Put Option ( 9,808 ) — — Repayment of long-term debt ( 1,145 ) ( 1,500 ) ( 2,017 ) Net cash (used in) provided by financing activities ( 64,669 ) ( 58,185 ) 430,055 Net (decrease) increase in cash and cash equivalents and ( 66,501 ) 5,213 ( 28,671 ) Cash and cash equivalents, beginning of year 93,721 88,508 117,179 Cash and cash equivalents, end of year $ 27,220 $ 93,721 $ 88,508 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, 2023 2022 2021 Supplementary cash flow information: Cash received for interest $ 25,623 $ 26,028 $ 1,404 Cash paid for interest 23,089 24,610 14 Cash paid for taxes — 735 6,175 Supplementary noncash activities: Prepaid insurance premiums financed through notes payable 671 1,145 1,765 Issuance of shares — — 3,000 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, 2023, the Company’s restricted net assets of its consolidated subsidiary, GPM Investments, LLC (“GPM”), were approximately $747.6 million and exceeded 25% of the Company’s total consolidated net assets. The primary restrictions as of December 31, 2023 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 includes 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. 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, 2023 | |
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 $ 144.3 million an d $ 207.5 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, $ 1.4 million an d $ 0.5 million of cash and cash equivalents, respectively, were denominated in New Israeli Shekels. Cash and cash equivalents are maintained at several 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 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 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. 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, 2023, 2022 and 2021 . |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The majority of merchandise inventory is accounted for under the retail inventory accounting method, using the first-in, first-out (FIFO) basis. Fuel inventory cost is determined using the average cost on a FIFO basis. Inventory cost is net of vendor rebates or discounts in the event that they can be attributed to 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 $ 7.9 million, $ 3.7 million and $ 3.2 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, 2023, 2022 and 2021 , respectively. No impairment was recognized for long-lived intangible assets during the years ended December 31, 2023, 2022 and 2021 . |
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, 2023, as follows: Range in Years Weighted Average Remaining Amortization Period Goodwill Indefinite life Indefinite life Trade names 5 4 Wholesale fuel supply contracts 3 to 14 9 Third-party cardlock site contracts 2 1 Option to acquire ownership rights 10 to 15 7 Non-contractual customer relationships 20 19 Liquor licenses Indefinite life Indefinite life Franchise rights 3 to 20 15 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, 2023, 2022 and 2021 , 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. A non-controlling interest is recorded for the interests owned in the Company’s subsidiary, GPM Petroleum LP (“GPMP”), by the seller in the 2019 acquisition of 64 sites from a third-party (the “Riiser Seller”) and was classified in the consolidated statements of changes in equity as ‘Non-controlling interests.’ |
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, 2023, Ligad owed the Company approximately $ 0.6 million, bearing interest at the prime rate plus 1 %, and payable on December 31, 2024 . Ligad has granted a third-party an option to purchase certain properties held by it for consideration of approximately $ 6.5 million plus value-added taxes. The option, as extended in December 2023, is exercisable until the earlier of (i) February 28, 2026 and (ii) 120 days from receiving certain permit for the leased properties. The properties are leased to a third-party until February 2026 in consideration of an annual rent payment of approximately $ 0.3 million (linked to consumer price index increases). |
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 Additional 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 $ 1,173.9 million , $ 1,015.2 million and $ 1,004.8 million for 2023, 2022 and 2021, 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 at delivery and do not contain significant financing components. • Customer loyalty program —The customer loyalty program provides the Company’s customers rights to purchase products at a lower price or at no cost in future periods. The sale of products in accordance with the loyalty program are recognized as multiple performance obligations. The consideration for the sale is allocated to each performance obligation identified in the contract (the actual purchases and the future purchases) on a relative stand-alone selling price basis. Revenue for the rights granted is deferred and recognized on the date on which the Company completes its obligations in respect thereof or when it expires. The related contract liability for the customer loyalty program was approximately $ 1.1 mil lion and $ 0.9 million as of December 31, 2023 and 2022, 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 dealer based on the terms of the relevant agreement with the 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 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 dealer purchases the fuel from the Company. The Company recognizes revenue upon delivery of the fuel to the dealer which is the date of transfer of ownership of the fuel to the dealer. The sales price to the dealer is determined according to the terms of the relevant agreement with the 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 final 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 primarily upon delivery of the fuel to substantially all of GPM’s sites that sell fuel in the retail and wholesale segments and charges a fixed fee primarily to sites in the fleet fueling segment which are not supplied by GPMP, 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, 2023 2022 2021 (in thousands) Fuel products - Supplier A $ 864,021 $ 974,156 $ 776,314 Fuel products - Supplier B 800,932 758,856 * Fuel products - Supplier C 708,764 870,982 638,928 Merchandise products - Supplier D 734,638 664,438 645,257 * 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, 2023, 2022 and 2021 were $ 5.1 million, $ 5.2 million and $ 4.4 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. Additionally, certain awards include performance and market conditions. For these awards, share-based compensation expense is estimated based on the probable outcome of shares to be awarded adjusted as necessary at each reporting period . 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 $ 1.5 million, $ 1.0 million and $ 1.6 million for the years ended December 31, 2023, 2022 and 2021 , 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 dealers and other third-parties is recognized on a straight-line basis based upon the term of the tenant’s lease or sublease. |
New Accounting Pronouncements' Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted Segment Reporting – In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (topic 280): Improvements to Reportable Segment Disclosures. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The enhanced segment disclosure requirements apply retrospectively to all prior periods presented in the financial statements. The amendments in ASU 2023-07 are effective for annual periods beginning January 1, 2024, and interim periods beginning on January 1, 2025 for the Company. Early adoption is permitted. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. Income Taxes – In December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for annual periods beginning January 1, 2025 for the Company, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on its income tax disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, as follows: Range in Years Weighted Average Remaining Amortization Period Goodwill Indefinite life Indefinite life Trade names 5 4 Wholesale fuel supply contracts 3 to 14 9 Third-party cardlock site contracts 2 1 Option to acquire ownership rights 10 to 15 7 Non-contractual customer relationships 20 19 Liquor licenses Indefinite life Indefinite life Franchise rights 3 to 20 15 |
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, 2023 2022 2021 (in thousands) Fuel products - Supplier A $ 864,021 $ 974,156 $ 776,314 Fuel products - Supplier B 800,932 758,856 * Fuel products - Supplier C 708,764 870,982 638,928 Merchandise products - Supplier D 734,638 664,438 645,257 * 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, 2023 | |
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, 2021 nor is it indicative of future results. For the Year Ended December 31, 2023 2022 2021 (unaudited) (in thousands) Total revenue $ 9,836,586 $ 11,534,397 $ 9,521,297 Net income 29,168 65,634 41,690 |
Transit Energy Group [Member] | |
Summary of Details of Business Combination | The details of the TEG Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 26,796 GPMP Capital One Line of Credit 55,000 Liability resulting from deferred purchase price 45,886 Receivable from TEG ( 156 ) Consideration provided by Oak Street 258,019 Total consideration $ 385,545 Assets acquired and liabilities: Cash and cash equivalents $ 379 Inventory 20,259 Other assets 1,304 Property and equipment, net 266,387 Intangible assets 17,200 Right-of-use assets under operating leases 69,254 Environmental receivables 2,664 Deferred tax asset 20,404 Total assets 397,851 Other liabilities ( 2,086 ) Environmental liabilities ( 2,939 ) Asset retirement obligations ( 10,923 ) Operating leases ( 57,569 ) Total liabilities ( 73,517 ) Total identifiable net assets 324,334 Goodwill $ 61,211 Consideration paid in cash $ 81,796 Consideration provided by Oak Street 258,019 Less: cash and cash equivalent balances acquired ( 379 ) Net cash outflow $ 339,436 |
WTG Fuels Holdings [Member] | |
Summary of Details of Business Combination | The details of the WTG Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 11,396 GPMP Capital One Line of Credit 19,200 Consideration provided by Oak Street 115,041 Total consideration $ 145,637 Assets acquired and liabilities: Cash and cash equivalents $ 60 Inventory 5,694 Other assets 149 Property and equipment, net 109,741 Intangible assets 23,550 Right-of-use assets under operating leases 2,756 Environmental receivables 4 Deferred tax asset 3,265 Total assets 145,219 Other liabilities ( 598 ) Environmental liabilities ( 136 ) Asset retirement obligations ( 6,749 ) Operating leases ( 1,895 ) Total liabilities ( 9,378 ) Total identifiable net assets 135,841 Goodwill $ 9,796 Consideration paid in cash $ 30,596 Consideration provided by Oak Street 115,041 Less: cash and cash equivalent balances acquired ( 60 ) Net cash outflow $ 145,577 |
Quarles Petroleum Inc [Member] | |
Summary of Details of Business Combination | 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 |
Pride Convenience Holdings, LLC Acquisition [Member] | |
Summary of Details of Business Combination | The details of the Pride Acquisition were as follows: Amount (in thousands) Fair value of consideration transferred: Cash $ 10,617 GPMP Capital One Line of Credit 20,000 Payable to Pride Parent, LLC 1,460 Consideration provided by Oak Street 201,654 Total consideration $ 233,731 Assets acquired and liabilities: Cash and cash equivalents $ 3,586 Trade receivables 6,151 Inventory 5,035 Other assets 1,056 Property and equipment 199,786 Right-of-use assets under operating leases 2,245 Intangible assets 1,824 Environmental receivables 42 Deferred tax asset 7,556 Total assets 227,281 Accounts payable ( 13,310 ) Other liabilities ( 141 ) Environmental liabilities ( 70 ) Asset retirement obligations ( 675 ) Operating leases ( 2,245 ) Total liabilities ( 16,441 ) Total identifiable net assets 210,840 Goodwill $ 22,891 Consideration paid in cash by the Company $ 30,617 Consideration provided by Oak Street 201,654 Less: cash and cash equivalent balances acquired ( 3,586 ) Net cash outflow $ 228,685 |
ExpressStop Acquisition [Member] | |
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 [Member] | |
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 |
Trade Receivables, Net (Tables)
Trade Receivables, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Trade Receivables | Trade receivables consisted of the following: As of December 31, 2023 2022 (in thousands) Credit card receivables $ 54,190 $ 42,806 Fleet fueling customer credit accounts receivables, net 44,705 33,082 Dealers and customer credit accounts receivables, net 35,840 42,252 Total trade receivables, net $ 134,735 $ 118,140 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: As of December 31, 2023 2022 (in thousands) Fuel inventory $ 91,720 $ 80,004 Merchandise inventory 147,595 132,080 Lottery inventory 11,278 9,867 Total inventory $ 250,593 $ 221,951 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: As of December 31, 2023 2022 (in thousands) Vendor receivables $ 53,926 $ 42,711 Asset resulting from contingent consideration 3,930 4,533 Prepaid expenses 21,398 15,543 Environmental receivables 2,228 1,083 Income tax receivable 8,450 800 Due from related parties 935 1,151 Other current assets 27,605 22,052 Total other current assets $ 118,472 $ 87,873 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2023 2022 (in thousands) Land $ 125,047 $ 115,276 Buildings and leasehold improvements 281,074 242,265 Equipment 775,472 633,511 Accumulated depreciation ( 438,983 ) ( 345,243 ) Total property and equipment, net $ 742,610 $ 645,809 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2022 $ 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 Goodwill attributable to acquisitions during the year — 71,570 71,570 Goodwill adjustment – Pride Adjustment 2,891 415 3,306 Ending balance, December 31, 2023 $ 17,752 $ 274,421 $ 292,173 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: As of December 31, 2023 2022 (in thousands) Wholesale fuel supply agreements $ 219,262 $ 202,512 Trade names 39,584 37,084 Options to acquire ownership rights 3,241 6,372 Non-contractual customer relationships 46,720 25,220 Other intangibles 21,825 21,690 Accumulated amortization – Wholesale fuel supply agreements ( 59,383 ) ( 40,645 ) Accumulated amortization – Trade names ( 34,891 ) ( 33,060 ) Accumulated amortization – Options to acquire ownership rights ( 1,377 ) ( 3,939 ) Accumulated amortization – Non-contractual customer relationships ( 2,413 ) ( 525 ) Accumulated amortization – Other intangibles ( 18,016 ) ( 17,586 ) $ 214,552 $ 197,123 |
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) 2024 $ 23,296 2025 22,885 2026 22,524 2027 21,235 2028 20,652 Thereafter 100,869 $ 211,461 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The components of other current liabilities were as follows: As of December 31, 2023 2022 (in thousands) Accrued employee costs $ 22,015 $ 28,298 Fuel and other taxes 40,392 30,491 Accrued insurance liabilities 10,464 9,881 Accrued expenses 50,798 42,955 Environmental liabilities 4,100 3,425 Deferred vendor income 13,134 12,101 Accrued income taxes payable — 4,056 Liabilities resulting from Additional and Contingent Consideration 5,524 5,674 Deferred payments related to acquisitions (see Note 4) 25,291 — Ares Put Option — 8,575 Other accrued liabilities 7,818 8,641 Total other current liabilities $ 179,536 $ 154,097 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities, Noncurrent [Abstract] | |
Components of Other Noncurrent Liabilities | The components of other non-current liabilities were as follows: As of December 31, 2023 2022 (in thousands) Environmental liabilities $ 9,315 $ 8,639 Deferred vendor income 28,860 26,715 Liabilities resulting from Additional and Contingent Consideration 3,514 7,256 Deferred payments related to acquisitions (see Note 4) 24,056 — Public Warrants 16,316 25,894 Private Warrants 2,450 4,515 Additional Deferred Shares 1,326 1,436 Financial liabilities 172,398 96,864 Other non-current liabilities 8,367 7,626 Total other non-current liabilities $ 266,602 $ 178,945 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The components of debt were as follows: As of December 31, 2023 2022 (in thousands) Senior Notes $ 444,432 $ 443,648 M&T debt 65,228 49,023 Capital One line of credit 332,027 256,430 Insurance premium notes 3,752 2,886 Total debt, net $ 845,439 $ 751,987 Less current portion ( 16,792 ) ( 11,944 ) Total long-term debt, net $ 828,647 $ 740,043 |
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 $ 444,432 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 6.60 % None 132,576 unused based on borrowing base None M&T Term Loans $ 44.4 million $ 35.0 million of principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with a balance of $23.1 million due on the maturity date of June 10, 2026 . 9.4 million of principal is paid in equal monthly installments of approximately $52 thousand based on a 15-year amortization schedule with a balance of $6.4 million due on the maturity date of November 10, 2028 . SOFR (as defined in the agreement) plus 3.0 % (until September 28, 2023 - LIBOR plus 3.0 %) 2.75 % 8.49 % 8.06 % $ 38,087 $ 37,493 M&T Equipment Line of Credit Up to $ 45 million $9.1 million of the current balance is being paid in equal monthly installments of approximately $590 thousand (principal and interest) with the balance due on various maturity dates through September 2025. Fixed rate 2.75 % 3.58 % to 6.90 % 8.07 % $ 25,484 19,516 unused $ 25,216 Other M&T Term Loans $ 3.3 million The principal is being paid in equal monthly installments including interest of approximately $37 thousand with the remaining balance due on various maturity dates through August 2031. Fixed rate 3.91 % to 6.62 % $ 2,536 $ 2,519 GPMP Capital One Line of Credit Up to $ 800 million The full amount of the principal is due on the maturity date of May 5, 2028. 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 % 8.18 % $ 338,300 No borrowings under the Alternate Base rate 461,200 unused $ 332,027 Total $ 841,687 |
Schedule of Letter of Credit Facilities | Letters of Credit Financing Facility Amount Letters of PNC Line of Credit $ 40.0 million $ 7.3 million Capital One Credit Facility $ 40.0 million $ 0.5 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 the Company 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, 2023: Amount (in thousands) 2024 $ 17,063 2025 10,361 2026 29,451 2027 4,764 2028 346,176 Thereafter 450,343 858,158 Deferred financing costs ( 12,719 ) Total debt $ 845,439 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation and Roll Forward of Liability for Removal of Storage Tanks | A reconciliation and roll forward of the liability for the removal of its storage tanks was as follows: 2023 2022 (in thousands) Beginning Balance as of January 1, $ 65,309 $ 58,428 Acquisitions in year 18,016 5,870 Accretion expense 2,399 1,833 Adjustments ( 269 ) ( 727 ) Retirement of tanks ( 23 ) ( 95 ) Ending Balance as of December 31, (*) $ 85,432 $ 65,309 (*) $ 722 thousand and $ 400 thousand were recorded to other current liabilities in the consolidated balance sheets as of December 31, 2023 and 2022 , respectively. |
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) 2024 323,453 2025 221,405 2026 199,762 2027 196,762 2028 176,262 Thereafter 593,294 Total 1,710,938 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of components of lease cost recorded on the consolidated statements of operations | The components of lease cost recorded on the consolidated statements of operations were as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Finance lease cost: Depreciation of right-of-use assets $ 10,919 $ 12,061 $ 13,393 Interest on lease liabilities 16,837 17,041 17,515 Operating lease costs included in store operating expenses 181,164 142,730 131,106 Operating lease costs included in general and administrative expenses 2,206 1,753 1,652 Lease cost related to variable lease payments, short-term leases 2,681 2,390 2,037 Right-of-use asset impairment charges and loss on disposals of leases 6,116 1,661 1,799 Total lease costs $ 219,923 $ 177,636 $ 167,502 |
Summary of supplemental balance sheet data related to leases | Supplemental balance sheet data related to leases was as follows: As of December 31, 2023 2022 (in thousands) Operating leases Assets Right-of-use assets under operating leases $ 1,384,693 $ 1,203,188 Liabilities Operating leases, current portion 67,053 57,563 Operating leases 1,395,032 1,218,045 Total operating leases 1,462,085 1,275,608 Weighted average remaining lease term (in years) 14.0 14.1 Weighted average discount rate 7.8 % 7.7 % Financing leases Assets Right-of-use assets $ 215,174 $ 232,986 Accumulated amortization ( 52,506 ) ( 50,873 ) Right-of-use assets under financing leases, net 162,668 182,113 Liabilities Financing leases, current portion 9,186 5,457 Financing leases 213,032 225,907 Total financing leases 222,218 231,364 Weighted average remaining lease term (in years) 21.2 23.4 Weighted average discount rate 7.9 % 7.2 % |
Operating & Finance Leases, Liability, Maturity | The minimum lease payments presented below include periods where an option is reasonably certain to be exercised and do not take into consideration any future consumer price index adjustments for these agreements. Operating Financing (in thousands) 2024 $ 176,101 $ 26,032 2025 177,162 26,983 2026 176,557 20,686 2027 174,576 20,738 2028 168,259 21,038 Thereafter 1,617,287 399,181 Gross lease payments $ 2,489,942 $ 514,658 Less: imputed interest ( 1,027,857 ) ( 292,440 ) Total lease liabilities $ 1,462,085 $ 222,218 |
Schedule of Future Minimum Cash Payments to be Received Under Operating Subleases | As of December 31, 2023, 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) 2024 $ 25,435 2025 21,476 2026 18,050 2027 14,936 2028 10,691 Thereafter 34,282 $ 124,870 |
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, 2023 were as follows: Payments Recoveries Net (in thousands) 2024 $ 4,100 $ 2,228 $ 1,872 2025 3,804 2,322 1,482 2026 2,572 1,769 803 2027 761 390 371 2028 526 209 317 Thereafter 1,652 599 1,053 Total Future Payments and Recoveries $ 13,415 $ 7,517 $ 5,898 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Assets | The deferred tax assets expire as follows: Amount Expiration Date (in thousands) Domestic state NOL $ 12,493 2032 - Indefinite Foreign NOL 13,000 Indefinite life Foreign capital loss 5,503 Indefinite life Foreign tax credits 2,910 2023 - 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: 2023 2022 (in thousands) Beginning balance as of January 1, $ 261 $ 600 Additions for tax positions taken in prior years — — Reductions of tax positions taken in prior years — — Reductions for settlements on tax positions of prior years — ( 339 ) Ending balance as of December 31, $ 261 $ 261 |
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, 2023 2022 2021 (in thousands) Domestic (U.S.) $ 46,038 $ 106,365 $ 73,338 Foreign (Israel) 694 1,170 ( 2,277 ) Total $ 46,732 $ 107,535 $ 71,061 |
Summary of Income Tax Provision | The components of the income tax provision were as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Current: Domestic federal $ 10,501 $ 6,907 $ 1,535 Domestic state and local 6,345 6,350 5,251 Total current 16,846 13,257 6,786 Deferred: Domestic federal ( 3,316 ) 19,830 7,550 Domestic state and local ( 1,364 ) 2,470 ( 2,702 ) Total deferred ( 4,680 ) 22,300 4,848 Total income tax expense $ 12,166 $ 35,557 $ 11,634 |
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 at the effective rate were as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Income tax expense at the statutory rate $ 9,814 21.0 % $ 22,582 21.0 % $ 14,923 21.0 % Increases (decreases): Internal entity realignment, change in entity — 0.0 % 8,880 8.3 % — 0.0 % Non-controlling interest in partnership ( 49 ) ( 0.1 )% ( 58 ) ( 0.1 )% ( 48 ) ( 0.1 )% State income taxes, net of federal income tax 3,822 8.2 % 6,470 6.0 % 3,444 4.8 % International rate differential 14 0.0 % 23 0.0 % ( 425 ) ( 0.6 )% Non-deductible expenses ( 329 ) ( 0.7 )% 1,392 1.3 % 1,941 2.7 % Valuation allowance ( 2,620 ) ( 5.6 )% ( 2,222 ) ( 2.1 )% ( 3,892 ) ( 5.5 )% Credits ( 1,296 ) ( 2.8 )% ( 1,319 ) ( 1.2 )% ( 1,880 ) ( 2.6 )% Expired attributes 2,540 5.4 % — 0.0 % — 0.0 % Other rate differentials 270 0.6 % ( 191 ) ( 0.1 )% ( 2,429 ) ( 3.4 )% Total $ 12,166 26.0 % $ 35,557 33.1 % $ 11,634 16.3 % |
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, 2023 2022 (in thousands) Deferred tax assets: Asset retirement obligation $ 21,320 $ 16,290 Inventory 289 376 Lease obligations 420,100 375,299 Financial liabilities 43,991 24,607 Accrued expenses 4,570 4,054 Deferred income 10,712 9,868 Fuel supply agreements 79,151 61,816 Environmental liabilities 1,406 1,780 Transaction costs 2,052 2,224 Investment in partnership 17,698 13,754 Share-based compensation 3,954 3,936 Net operating loss carryforwards 4,626 5,291 Credits 2,910 5,136 Other 2,619 2,302 Total deferred tax assets 615,398 526,733 Valuation allowance ( 8,523 ) ( 11,142 ) Total deferred tax assets, net 606,875 515,591 Deferred tax liabilities: Property and equipment ( 134,958 ) ( 123,931 ) Intangible assets ( 28,247 ) ( 19,810 ) Right-of-use assets ( 386,691 ) ( 345,902 ) Prepaid expenses ( 4,602 ) ( 3,208 ) Other ( 84 ) ( 12 ) Total deferred tax liabilities ( 554,582 ) ( 492,863 ) Net deferred tax asset $ 52,293 $ 22,728 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options | The following table summarizes share activity related to stock options: Stock Options Weighted Average Exercise Price Weighted Average Fair Value Remaining Average Contractual Term (Years) Aggregate Intrinsic Value (in thousands) (in thousands) Options Outstanding, January 1, 2022 126 $ 10.00 Granted 771 9.11 2.70 Options Outstanding, December 31, 2022 897 $ 9.24 9.0 $ 77 Granted 409 8.58 3.27 Options Outstanding, December 31, 2023 1,306 $ 9.03 8.4 $ — Exercisable at December 31, 2023 436 $ 9.48 7.9 $ — Vested and expected to vest at December 31, 2023 1,306 $ 9.03 8.4 $ — |
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, 2023 2022 Expected dividend rate 1.4 % 0.9 % Expected stock price volatility 28.8 % 28.3 % Risk-free interest rate 4.0 % 1.7 % 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, 2022 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 Granted 1,788 8.38 Released ( 647 ) 8.93 Forfeited ( 37 ) 9.22 Performance-based share adjustment ( 350 ) 9.17 Nonvested RSUs, December 31, 2023 3,869 $ 8.65 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Balances outstanding with related parties were as follows: As of December 31, 2023 2022 (in thousands) Current assets: Due from equity investment $ 108 $ 111 Loan to equity investment 617 674 Due from related parties 210 366 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share of Common Stock | The following table sets forth the computation of basic and diluted net income per share of common stock: For the Year Ended December 31, 2023 2022 2021 (in thousands) Net income available to common stockholders $ 28,619 $ 65,997 $ 53,463 Change in fair value of Ares Put Option — ( 329 ) ( 927 ) Net income available to common stockholders after $ 28,619 $ 65,668 $ 52,536 Weighted average common shares outstanding — Basic 118,782 121,476 124,412 Effect of dilutive securities: Restricted share units 823 822 259 Ares Put Option — 926 766 Weighted average common shares outstanding — Diluted 119,605 123,224 125,437 Net income per share available to $ 0.24 $ 0.54 $ 0.43 Net income per share available to $ 0.24 $ 0.53 $ 0.42 |
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, 2023 2022 2021 (in thousands) Ares Warrants 1,100 1,100 1,100 Public and private warrants 17,333 17,333 17,333 Series A redeemable preferred stock 8,482 8,396 8,333 Stock options 1,306 897 126 |
Fair Value Measurements and F_2
Fair Value Measurements and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 was 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 Expected term (in years) 0.2 Volatility 25.9 % Risk-free interest rate 4.3 % Strike price $ 12.845 |
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, 2023 2022 Expected term (in years) 2.0 3.0 Volatility 39.2 % 41.9 % Risk-free interest rate 4.2 % 4.2 % Expected dividend yield 1.5 % 1.4 % Strike price $ 11.50 $ 11.50 |
Additional Deferred Shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques | The Additional 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, 2023 2022 Expected term (in years) 3.4 4.4 Volatility 33.3 % 42.0 % Risk-free interest rate 4.0 % 4.1 % Stock price $ 8.25 $ 8.66 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 Retail Wholesale Fleet Fueling GPMP All Other Total (in thousands) Revenues Fuel revenue $ 3,858,777 $ 3,039,904 $ 530,937 $ 3,681 $ 31,073 $ 7,464,372 Merchandise revenue 1,838,001 — — — — 1,838,001 Other revenues, net 74,406 25,775 7,818 939 1,420 110,358 Total revenues from external customers 5,771,184 3,065,679 538,755 4,620 32,493 9,412,731 Inter-segment — — — 5,160,146 19,643 5,179,789 Total revenues from segments 5,771,184 3,065,679 538,755 5,164,766 52,136 14,592,520 Operating income 259,326 30,578 34,572 102,446 430 427,352 Interest and other financial expenses, net ( 29,487 ) — ( 29,487 ) Loss from equity investment ( 39 ) ( 39 ) Net income from segments $ 397,826 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 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 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 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 segments $ 340,716 |
Schedule of Reconciliation of Total Revenues from Segments to Total Revenues | A reconciliation of total revenues from segments to total revenues on the consolidated statements of operations was as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Total revenues from segments $ 14,592,520 $ 14,825,230 $ 11,802,889 Elimination of inter-segment revenues ( 5,179,789 ) ( 5,682,431 ) ( 4,385,491 ) Total revenues $ 9,412,731 $ 9,142,799 $ 7,417,398 |
Schedule of Reconciliation of Net Income from Segments to Net Income (Loss) | A reconciliation of net income from segments to net income on the consolidated statements of operations was as follows: For the Year Ended December 31, 2023 2022 2021 (in thousands) Net income from segments $ 397,826 $ 395,074 $ 340,716 Amounts not allocated to segments: Store operating expenses ( 13,647 ) 2,264 3,287 General and administrative expenses ( 162,132 ) ( 137,072 ) ( 121,697 ) Depreciation and amortization ( 120,232 ) ( 94,383 ) ( 89,822 ) Other expenses, net ( 13,327 ) ( 9,816 ) ( 3,536 ) Interest and other financial expenses, net ( 41,756 ) ( 48,355 ) ( 58,108 ) Income tax expense ( 12,166 ) ( 35,734 ) ( 11,413 ) Net income $ 34,566 $ 71,978 $ 59,427 |
Store Operating Expenses (Table
Store Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Expenses [Abstract] | |
Summary of Store Operating Expenses | Store operating expenses consisted of the following: For the Year Ended December 31, 2023 2022 2021 (in thousands) Salaries and wages $ 341,381 $ 287,185 $ 242,692 Rent 183,845 145,120 133,143 Credit card fees 109,258 101,434 83,757 Utilities, upkeep, and taxes 75,927 63,121 57,497 Repairs and maintenance 52,906 43,873 37,345 Insurance 26,361 19,308 20,537 Other store operating expenses 70,456 61,133 55,547 Total store operating expenses $ 860,134 $ 721,174 $ 630,518 |
General - Additional Informatio
General - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 States Sites $ / shares | Dec. 31, 2022 $ / shares | |
Business And Basis Of Presentation [Line Items] | ||
Number of self operated sites | 1,543 | |
Number of sites operated by external operators (dealers) | 1,825 | |
Number of cardlock sites | 298 | |
Number of states | States | 30 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) Sites | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 31, 2014 | |
Schedule Of Accounting Policies [Line Items] | |||||
Cash equivalents | $ 144,300,000 | $ 207,500,000 | |||
Cash and cash equivalents | 218,120,000 | 298,529,000 | $ 252,141,000 | $ 293,666,000 | |
FDIC amount | $ 250,000,000 | ||||
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 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 | 7,900,000 | 3,700,000 | 3,200,000 | ||
Impairment recognized for long-lived intangible assets | 0 | 0 | 0 | ||
Impairment for goodwill | $ 0 | 0 | 0 | ||
Number of sites acquired | Sites | 64 | ||||
Capitalized Contract Cost, Amortization Period | 1 year | ||||
Excise and Sales Taxes | $ 1,173,900,000 | 1,015,200,000 | 1,004,800,000 | ||
Advertising costs, net of co-op advertising reimbursement | $ 5,100,000 | 5,200,000 | 4,400,000 | ||
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 | $ 1,500,000 | 1,000,000 | $ 1,600,000 | ||
Related Party | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Due from others | 935,000 | 1,151,000 | |||
Other Current Liabilities [Member] | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Contract liability for customer loyalty program | $ 1,100,000 | 900,000 | |||
Ligad Investments And Construction Ltd | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Bearing interest rate | 1% | ||||
Debt instrument, payable date | Dec. 31, 2024 | ||||
Consideration of fixed lease payment | $ 300,000 | ||||
Amount related to sale of properties to third party | $ 6,500,000 | ||||
Option agreement, exercisable date | Feb. 28, 2026 | ||||
Ligad Investments And Construction Ltd | Related Party | |||||
Schedule Of Accounting Policies [Line Items] | |||||
Due from others | $ 600,000 | ||||
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 | $ 1,400,000 | $ 500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | Dec. 31, 2023 |
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, 2023 | |
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 | 4 years |
Wholesale Fuel Supply Contracts [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Weighted Average Remaining Amortization Period, Finite Lived Intangible Asset Useful Life | 9 years |
Wholesale Fuel Supply Contracts [Member] | Minimum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 3 years |
Wholesale Fuel Supply Contracts [Member] | 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 | 1 year |
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 | 7 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 | 10 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 |
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 | 19 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 | 15 years |
Franchise Rights | Minimum [Member] | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |
Amortization of estimated useful lives of intangible assets | 3 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fuel Products | Supplier A | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | $ 864,021 | $ 974,156 | $ 776,314 |
Fuel Products | Supplier B | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | 708,764 | 870,982 | 638,928 |
Fuel Products | Supplier C | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | 800,932 | 758,856 | |
Merchandise Products | Supplier D | |||
Purchase Commitment Excluding Longterm Commitment [Line Items] | |||
Supplier Purchases | $ 734,638 | $ 664,438 | $ 645,257 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule Of Purchases From Suppliers (Details) (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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% | |
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) | 12 Months Ended |
Dec. 31, 2023 | |
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. 31, 2023 | Jan. 31, 2024 | Dec. 31, 2022 | |
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Amount of GPM with respect to post closing adjustment and other amounts including interest and expenses | $ 3,375 | ||
Subsequent Event [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Payment to purchase of units | $ 3,000 | ||
Ownership [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Minority interest ownership percentage | 99.80% | 99.80% | |
GPM [Member] | Subsequent Event [Member] | |||
Consolidation Less Than Wholly Owned Subsidiary Parent Ownership Interest Effects Of Changes Net [Line Items] | |||
Minority interest ownership percentage | 100% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Aug. 15, 2023 USD ($) Sites Store | Jun. 06, 2023 USD ($) Sites Store | Mar. 01, 2023 USD ($) Sites | Dec. 06, 2022 USD ($) StoresAndGasStation | Jul. 22, 2022 USD ($) Sites Dealer | Nov. 09, 2021 USD ($) StoresAndGasStation | May 18, 2021 USD ($) StoresAndGasStation | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) Sites Dealer Store | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Number of sites leased | Sites | 121 | ||||||||||
Operating leases, current portion | $ 67,053,000 | $ 57,563,000 | |||||||||
Goodwill | 292,173,000 | 217,297,000 | $ 197,648,000 | ||||||||
Number of convenience stores | Store | 24 | ||||||||||
Decrease in consideration | $ 600,000 | 2,200,000 | 1,700,000 | ||||||||
ExpressStop Acquisition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of sites leased | Sites | 24 | ||||||||||
Number of real estate | StoresAndGasStation | 60 | ||||||||||
Acquisition related cost | $ 78,000,000 | ||||||||||
Financial liability | 44,200,000 | ||||||||||
Operating leases, current portion | 30,000,000 | ||||||||||
Goodwill | $ 7,556,000 | ||||||||||
Goodwill recognized for tax deductible for US income tax purpose | 0 | ||||||||||
Acquisition related cost recognized as other (income) expenses | 2,500,000 | ||||||||||
Revenue through closing date of acquisition till period end date | 130,000,000 | ||||||||||
Net income through acquisition date till period end date | 2,000,000 | ||||||||||
Date of acquisition agreement | May 18, 2021 | ||||||||||
Consideration paid in cash | $ 94,687,000 | $ 0 | 0 | ||||||||
Property and equipment | 76,550,000 | ||||||||||
Other current liabilities | 213,000 | ||||||||||
Deferred tax asset | 2,435,000 | ||||||||||
Business combination purchase price, plus value of inventory | $ 87,000,000 | ||||||||||
ExpressStop Acquisition [Member] | Trade Names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 5 years | ||||||||||
Handy Mart Acquisition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of sites leased | Sites | 28 | ||||||||||
Number of real estate | StoresAndGasStation | 36 | ||||||||||
Right-of-use assets under operating leases | $ 12,047,000 | ||||||||||
Business Combination Consideration Paid By Others | $ 6,700,000 | 93,200,000 | |||||||||
The amount of inventory and cash in the stores recognized as of the closing date of the acquisition date | $ 12,000,000 | ||||||||||
Goodwill | $ 64,000 | ||||||||||
Goodwill recognized for tax deductible for US income tax purpose | 0 | ||||||||||
Acquisition related cost recognized as other (income) expenses | 600,000 | ||||||||||
Revenue through closing date of acquisition till period end date | 32,700,000 | ||||||||||
Net income through acquisition date till period end date | 900,000 | ||||||||||
Date of acquisition agreement | Nov. 09, 2021 | ||||||||||
Consideration paid in cash | $ 110,828,000 | $ 0 | 0 | ||||||||
Property and equipment | 105,824,000 | ||||||||||
Other current liabilities | 437,000 | ||||||||||
Handy Mart Acquisition [Member] | Trade Names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 5 years | ||||||||||
handy mart 1 [member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination purchase price, plus value of inventory | $ 112,000,000 | ||||||||||
Quarles Petroleum Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of dealer locations | Dealer | 46 | ||||||||||
Right-of-use assets under operating leases | $ 32,916,000 | ||||||||||
Consideration liability incurred | 40,000,000 | ||||||||||
Goodwill | $ 0 | ||||||||||
Acquisition related cost recognized as other (income) expenses | $ 200,000 | 2,300,000 | 600,000 | ||||||||
Revenue through closing date of acquisition till period end date | 317,200,000 | ||||||||||
Net income through acquisition date till period end date | $ 13,700,000 | ||||||||||
Date of acquisition agreement | Jul. 22, 2022 | ||||||||||
Consideration paid in cash | $ 184,989,000 | ||||||||||
Property and equipment | 146,055,000 | ||||||||||
Other current liabilities | 1,168,000 | ||||||||||
Business combination purchase price, plus value of inventory | $ 170,000,000 | ||||||||||
Quarles Petroleum Inc [Member] | Third Party [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of sites leased | Sites | 63 | ||||||||||
Useful life of assets acquired | 2 years | ||||||||||
Quarles Petroleum Inc [Member] | Capital One Credit Facility [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related cost | $ 40,000,000 | ||||||||||
Oak Street [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of sites leased | Sites | 3 | 33 | 104 | 39 | 4 | ||||||
Right-of-use assets under operating leases | $ 8,800,000 | $ 49,000,000 | $ 131,300,000 | $ 105,500,000 | $ 61,600,000 | ||||||
Acquisition related cost | 10,300,000 | ||||||||||
Financial liability | 28,800,000 | 51,600,000 | 20,200,000 | ||||||||
Business combination consideration transferred | $ 129,300,000 | ||||||||||
Oak Street [Member] | Third Party [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related cost | 10,400,000 | ||||||||||
Pride Convenience Holdings, LLC Acquisition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Right-of-use assets under operating leases | 2,245,000 | ||||||||||
Financial liability | 34,800,000 | ||||||||||
Consideration liability incurred | 20,000,000 | ||||||||||
Goodwill | 22,891,000 | $ 22,900,000 | |||||||||
Acquisition related cost recognized as other (income) expenses | 700,000 | 2,200,000 | |||||||||
Revenue through closing date of acquisition till period end date | 25,700,000 | ||||||||||
Net income through acquisition date till period end date | 1,100,000 | ||||||||||
Consideration paid in cash | 233,731,000 | 0 | |||||||||
Property and equipment | 199,786,000 | 4,800,000 | |||||||||
Accounts payable | 13,310,000 | 1,100,000 | |||||||||
Other current liabilities | 141,000 | 1,100,000 | |||||||||
Deferred tax asset | $ 7,556,000 | 1,000,000 | |||||||||
Decrease in consideration | 1,600,000 | ||||||||||
Goodwill, period increase (decrease) | 3,300,000 | ||||||||||
Depreciation and amortization expenses | $ 200,000 | ||||||||||
Number of convenience stores | StoresAndGasStation | 31 | ||||||||||
Business combination purchase price, plus value of inventory | $ 230,000,000 | ||||||||||
Pride Convenience Holdings, LLC Acquisition [Member] | Trade Names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 5 years | ||||||||||
Pride Convenience Holdings, LLC Acquisition [Member] | G P M Petroleum L P [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 20,000,000 | ||||||||||
Pride Convenience Holdings, LLC Acquisition [Member] | Capital One Credit Facility [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Company finance acquisition | $ 30,000,000 | ||||||||||
Transit Energy Group [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Right-of-use assets under operating leases | 69,254,000 | ||||||||||
Acquisition related cost | 370,000,000 | ||||||||||
Consideration liability incurred | 55,000,000 | ||||||||||
Goodwill | $ 61,211,000 | ||||||||||
Acquisition related cost recognized as other (income) expenses | 3,300,000 | 1,500,000 | |||||||||
Revenue through closing date of acquisition till period end date | 819,400,000 | ||||||||||
Net income through acquisition date till period end date | $ (13,700,000) | ||||||||||
Date of acquisition agreement | Mar. 01, 2023 | ||||||||||
Consideration paid in cash | $ 385,545,000 | 0 | |||||||||
Property and equipment | 266,387,000 | ||||||||||
Other current liabilities | 2,086,000 | ||||||||||
Deferred tax asset | 20,404,000 | ||||||||||
Number of convenience stores | Store | 135 | ||||||||||
Number of dealer locations to be acquired | Dealer | 181 | ||||||||||
Deferred consideration | 50,000,000 | ||||||||||
Deferred consideration annual installment amount | 25,000,000 | ||||||||||
Business combination non deferred consideration | 81,800,000 | ||||||||||
Transit Energy Group [Member] | Trade Names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 5 years | ||||||||||
Transit Energy Group [Member] | G P M Petroleum L P [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 61,200,000 | ||||||||||
Transit Energy Group [Member] | Capital One Credit Facility [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration liability incurred | $ 55,000,000 | ||||||||||
WTG Fuels Holdings [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Right-of-use assets under operating leases | 2,756,000 | ||||||||||
Consideration liability incurred | 19,200,000 | ||||||||||
Goodwill | $ 9,796,000 | ||||||||||
Acquisition related cost recognized as other (income) expenses | 2,600,000 | $ 600,000 | |||||||||
Revenue through closing date of acquisition till period end date | 119,900,000 | ||||||||||
Net income through acquisition date till period end date | $ 4,000,000 | ||||||||||
Date of acquisition agreement | Jun. 06, 2023 | ||||||||||
Consideration paid in cash | $ 145,637,000 | $ 0 | |||||||||
Property and equipment | 109,741,000 | ||||||||||
Other current liabilities | 598,000 | ||||||||||
Deferred tax asset | $ 3,265,000 | ||||||||||
Business Combination Number Of FleetFueling Cardlocksites acquired | Sites | 68 | ||||||||||
Business combination number of private cardlocksites acquired | Sites | 43 | ||||||||||
Business combination purchase price, plus value of inventory | $ 140,000,000 | ||||||||||
Business combination consideration transferred | 30,600,000 | ||||||||||
WTG Fuels Holdings [Member] | Trade Names | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 5 years | ||||||||||
WTG Fuels Holdings [Member] | G P M Petroleum L P [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 9,800,000 | ||||||||||
WTG Fuels Holdings [Member] | Capital One Credit Facility [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration liability incurred | $ 19,200,000 | ||||||||||
Speedy's Acquisition Member | Third Party [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition related cost | $ 13,700,000 | ||||||||||
Number of convenience stores | Store | 7 | ||||||||||
Customer Relationships [Member] | WTG Fuels Holdings [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 20 years | ||||||||||
Fueling sites [Member] | Customer Relationships [Member] | Quarles Petroleum Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 20 years | ||||||||||
Wholesale Fuel Supply Contracts [Member] | Quarles Petroleum Inc [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 4 years 3 months 18 days | ||||||||||
Wholesale Fuel Supply Contracts [Member] | Transit Energy Group [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 10 years | ||||||||||
Weighted average discount rate | 10.50% | ||||||||||
Wholesale Fuel Supply Contracts [Member] | WTG Fuels Holdings [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Useful life of assets acquired | 3 years |
Acquisitions - Summary of Detai
Acquisitions - Summary of Details of Business Combination (Details) - USD ($) | 12 Months Ended | ||||||||
Jun. 06, 2023 | Mar. 01, 2023 | Dec. 06, 2022 | Jul. 22, 2022 | Nov. 09, 2021 | May 18, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 292,173,000 | $ 217,297,000 | $ 197,648,000 | ||||||
Net cash outflow | 494,871,000 | 419,726,000 | 203,070,000 | ||||||
Transit Energy Group [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 26,796,000 | ||||||||
GPMP Capital One Line of Credit | 55,000,000 | ||||||||
Liability resulting from deferred purchase price | 45,886,000 | ||||||||
Receivable from TEG | (156,000) | ||||||||
Consideration Provided By Oak Street | 258,019,000 | ||||||||
Total consideration | 385,545,000 | 0 | |||||||
Cash and cash equivalents | 379,000 | ||||||||
Inventory | 20,259,000 | ||||||||
Other assets | 1,304,000 | ||||||||
Property and equipment | 266,387,000 | ||||||||
Right-of-use assets under operating leases | 69,254,000 | ||||||||
Intangible assets | 17,200,000 | ||||||||
Environmental receivables | 2,664,000 | ||||||||
Deferred tax asset | 20,404,000 | ||||||||
Total assets | 397,851,000 | ||||||||
Other current liabilities | (2,086,000) | ||||||||
Environmental liabilities | (2,939,000) | ||||||||
Asset retirement obligations | (10,923,000) | ||||||||
Operating leases | (57,569,000) | ||||||||
Total liabilities | (73,517,000) | ||||||||
Total identifiable net assets | 324,334,000 | ||||||||
Goodwill | 61,211,000 | ||||||||
Consideration paid in cash by the company | 81,796,000 | ||||||||
Consideration provided by Oak Street | 258,019,000 | ||||||||
Less: cash and cash equivalent balances acquired | (379,000) | ||||||||
Net cash outflow | $ 339,436,000 | ||||||||
WTG Fuels Holdings [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 11,396,000 | ||||||||
GPMP Capital One Line of Credit | 19,200,000 | ||||||||
Consideration Provided By Oak Street | 115,041,000 | ||||||||
Total consideration | 145,637,000 | 0 | |||||||
Cash and cash equivalents | 60,000 | ||||||||
Inventory | 5,694,000 | ||||||||
Other assets | 149,000 | ||||||||
Property and equipment | 109,741,000 | ||||||||
Right-of-use assets under operating leases | 2,756,000 | ||||||||
Intangible assets | 23,550,000 | ||||||||
Environmental receivables | 4,000 | ||||||||
Deferred tax asset | 3,265,000 | ||||||||
Total assets | 145,219,000 | ||||||||
Other current liabilities | (598,000) | ||||||||
Environmental liabilities | (136,000) | ||||||||
Asset retirement obligations | (6,749,000) | ||||||||
Operating leases | (1,895,000) | ||||||||
Total liabilities | (9,378,000) | ||||||||
Total identifiable net assets | 135,841,000 | ||||||||
Goodwill | 9,796,000 | ||||||||
Consideration paid in cash by the company | 30,596,000 | ||||||||
Consideration provided by Oak Street | 115,041,000 | ||||||||
Less: cash and cash equivalent balances acquired | (60,000) | ||||||||
Net cash outflow | $ 145,577,000 | ||||||||
Quarles Petroleum Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 14,847,000 | ||||||||
GPMP Capital One Line of Credit | 40,000,000 | ||||||||
Consideration Provided By Oak Street | 129,316,000 | ||||||||
Liability resulting from Contingent Consideration | 826,000 | ||||||||
Total consideration | 184,989,000 | ||||||||
Inventory | 12,300,000 | ||||||||
Other assets | 1,181,000 | ||||||||
Property and equipment | 146,055,000 | ||||||||
Right-of-use assets under operating leases | 32,916,000 | ||||||||
Intangible assets | 30,010,000 | ||||||||
Environmental receivables | 8,000 | ||||||||
Total assets | 222,470,000 | ||||||||
Other current liabilities | (1,168,000) | ||||||||
Environmental liabilities | (316,000) | ||||||||
Asset retirement obligations | (5,195,000) | ||||||||
Operating leases | (30,802,000) | ||||||||
Total liabilities | (37,481,000) | ||||||||
Total identifiable net assets | 184,989,000 | ||||||||
Goodwill | 0 | ||||||||
Consideration paid in cash by the company | 54,847,000 | ||||||||
Consideration provided by Oak Street | 129,316,000 | ||||||||
Net cash outflow | $ 184,163,000 | ||||||||
Pride Convenience Holdings, LLC Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 10,617,000 | ||||||||
GPMP Capital One Line of Credit | 20,000,000 | ||||||||
Consideration Provided By Oak Street | 201,654,000 | ||||||||
Payable | 1,460,000 | ||||||||
Total consideration | 233,731,000 | $ 0 | |||||||
Cash and cash equivalents | 3,586,000 | ||||||||
Trade receivables | 6,151,000 | ||||||||
Inventory | 5,035,000 | ||||||||
Other assets | 1,056,000 | ||||||||
Property and equipment | 199,786,000 | 4,800,000 | |||||||
Right-of-use assets under operating leases | 2,245,000 | ||||||||
Intangible assets | 1,824,000 | ||||||||
Environmental receivables | 42,000 | ||||||||
Deferred tax asset | 7,556,000 | 1,000,000 | |||||||
Total assets | 227,281,000 | ||||||||
Accounts payable | (13,310,000) | (1,100,000) | |||||||
Other current liabilities | (141,000) | (1,100,000) | |||||||
Environmental liabilities | (70,000) | ||||||||
Asset retirement obligations | (675,000) | ||||||||
Operating leases | (2,245,000) | ||||||||
Total liabilities | (16,441,000) | ||||||||
Total identifiable net assets | 210,840,000 | ||||||||
Goodwill | 22,891,000 | 22,900,000 | |||||||
Consideration paid in cash by the company | 30,617,000 | ||||||||
Consideration provided by Oak Street | 201,654,000 | ||||||||
Less: cash and cash equivalent balances acquired | (3,586,000) | ||||||||
Net cash outflow | $ 228,685,000 | ||||||||
ExpressStop Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 16,191,000 | ||||||||
Consideration provided by the Real Estate Funds | 78,496,000 | ||||||||
Total consideration | 94,687,000 | 0 | 0 | ||||||
Cash and cash equivalents | 258,000 | ||||||||
Inventory | 7,507,000 | ||||||||
Other assets | 326,000 | ||||||||
Property and equipment | 76,550,000 | ||||||||
Intangible assets | 2,740,000 | ||||||||
Environmental receivables | 46,000 | ||||||||
Deferred tax asset | 2,435,000 | ||||||||
Total assets | 89,862,000 | ||||||||
Other current liabilities | (213,000) | ||||||||
Environmental liabilities | (70,000) | ||||||||
Asset retirement obligations | (2,448,000) | ||||||||
Total liabilities | (2,731,000) | ||||||||
Total identifiable net assets | 87,131,000 | ||||||||
Goodwill | 7,556,000 | ||||||||
Consideration paid in cash by the company | 16,191,000 | ||||||||
Less: cash and cash equivalent balances acquired | (258,000) | ||||||||
Net cash outflow | $ 94,429,000 | ||||||||
Handy Mart Acquisition [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 17,626,000 | ||||||||
Consideration Provided By Oak Street | 93,202,000 | ||||||||
Total consideration | 110,828,000 | $ 0 | $ 0 | ||||||
Cash and cash equivalents | 50,000 | ||||||||
Inventory | 4,754,000 | ||||||||
Other assets | 671,000 | ||||||||
Property and equipment | 105,824,000 | ||||||||
Right-of-use assets under operating leases | 12,047,000 | ||||||||
Intangible assets | 1,290,000 | ||||||||
Total assets | 124,636,000 | ||||||||
Other current liabilities | (437,000) | ||||||||
Environmental liabilities | (40,000) | ||||||||
Asset retirement obligations | (1,348,000) | ||||||||
Operating leases | (12,047,000) | ||||||||
Total liabilities | (13,872,000) | ||||||||
Total identifiable net assets | 110,764,000 | ||||||||
Goodwill | 64,000 | ||||||||
Consideration paid in cash by the company | 17,626,000 | ||||||||
Consideration provided by Oak Street | 93,202,000 | ||||||||
Less: cash and cash equivalent balances acquired | (50,000) | ||||||||
Net cash outflow | $ 110,778,000 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | |||
Total revenue | $ 9,836,586 | $ 11,534,397 | $ 9,521,297 |
Net income | $ 29,168 | $ 65,634 | $ 41,690 |
Trade Receivables, Net - Schedu
Trade Receivables, Net - Schedule of Trade Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Credit card receivables | $ 54,190 | $ 42,806 |
Total trade receivables, net | 134,735 | 118,140 |
Fleet Fueling [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer credit accounts receivables, net | 44,705 | 33,082 |
Dealers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Customer credit accounts receivables, net | $ 35,840 | $ 42,252 |
Trade Receivables, Net - Additi
Trade Receivables, Net - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Uncollectible fleet fueling customers, dealers and customer credit accounts receivables | $ 2.2 | $ 1.8 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventory | $ 250,593 | $ 221,951 |
Fuel Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | 91,720 | 80,004 |
Merchandise Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | 147,595 | 132,080 |
Lottery Inventory [Member] | ||
Inventory [Line Items] | ||
Inventory | $ 11,278 | $ 9,867 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Vendor receivables | $ 53,926 | $ 42,711 |
Asset resulting from contingent consideration | 3,930 | 4,533 |
Prepaid expenses | 21,398 | 15,543 |
Environmental receivables | 2,228 | 1,083 |
Income tax receivable | 8,450 | 800 |
Other current assets | 27,605 | 22,052 |
Total other current assets | 118,472 | 87,873 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 935 | $ 1,151 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 125,047 | $ 115,276 |
Buildings and leasehold improvements | 281,074 | 242,265 |
Equipment | 775,472 | 633,511 |
Accumulated depreciation | (438,983) | (345,243) |
Total property and equipment, net | $ 742,610 | $ 645,809 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation expense | $ 93.3 | $ 68.8 | $ 60.2 | |
Oak Street [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Date of real estate funding agreement | May 03, 2021 | |||
Real estate funding | $ 1,500 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Beginning balance | $ 217,297 | $ 197,648 |
Goodwill attributable to acquisitions during the year | 71,570 | 19,585 |
Goodwill adjustment - Handy Mart Acquisition | 64 | |
Goodwill adjustment - Pride Adjustment | 3,306 | |
Ending balance | 292,173 | 217,297 |
Retail | ||
Goodwill [Line Items] | ||
Beginning balance | 14,861 | 14,861 |
Goodwill attributable to acquisitions during the year | 0 | 0 |
Goodwill adjustment - Handy Mart Acquisition | 0 | |
Goodwill adjustment - Pride Adjustment | 2,891 | |
Ending balance | 17,752 | 14,861 |
Gpmp | ||
Goodwill [Line Items] | ||
Beginning balance | 202,436 | 182,787 |
Goodwill attributable to acquisitions during the year | 71,570 | 19,585 |
Goodwill adjustment - Handy Mart Acquisition | 64 | |
Goodwill adjustment - Pride Adjustment | 415 | |
Ending balance | $ 274,421 | $ 202,436 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Wholesale fuel supply agreements | $ 219,262 | $ 202,512 | |
Trade names | 39,584 | 37,084 | |
Options to acquire ownership rights | 3,241 | 6,372 | |
Non-contractual customer relationships | 46,720 | 25,220 | |
Other intangibles | 21,825 | 21,690 | |
Accumulated amortization | 23,400 | 20,900 | $ 23,600 |
Finite-Lived Intangible Assets, Net | 214,552 | 197,123 | |
Wholesale Fuel Supply Agreements | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (59,383) | (40,645) | |
Trade Names | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (34,891) | (33,060) | |
Options To Acquire Ownership Rights | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (1,377) | (3,939) | |
Non-contractual Customer Relationships | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | (2,413) | (525) | |
Other Intangibles | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Accumulated amortization | $ (18,016) | $ (17,586) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Franchise Rights | $ 3.1 | $ 3.1 | |
Liquor licenses | 3.1 | 3.1 | |
Amortization expense | $ 23.4 | $ 20.9 | $ 23.6 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 23,296 |
2025 | 22,885 |
2026 | 22,524 |
2027 | 21,235 |
2028 | 20,652 |
Thereafter | 100,869 |
Future Amortization Expense Net | $ 211,461 |
Other Current Liabilities - Com
Other Current Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Accrued employee costs | $ 22,015 | $ 28,298 |
Fuel and other taxes | 40,392 | 30,491 |
Accrued insurance liabilities | 10,464 | 9,881 |
Accrued expenses | 50,798 | 42,955 |
Environmental liabilities | 4,100 | 3,425 |
Deferred vendor income | 13,134 | 12,101 |
Accrued income taxes payable | 0 | 4,056 |
Liabilities resulting from Additional and Contingent Consideration | 5,524 | 5,674 |
Deferred payments related to acquisitions (see Note 4) | 25,291 | 0 |
Ares Put Option | 0 | 8,575 |
Other accrued liabilities | 7,818 | 8,641 |
Total other current liabilities | $ 179,536 | $ 154,097 |
Other Current Liabilities - Add
Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Oct. 06, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 03, 2023 | Sep. 08, 2020 | |
Empire Acquisition | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Frequency of consideration payment | each of the first five anniversaries of October 6, 2020 | |||||
Annual consideration payment | $ 4 | $ 4 | $ 6.1 | $ 4 | ||
Additional consideration | 20 | |||||
Contingent payments related to acquisitions | $ 45 | |||||
Earnout period | 5 years | |||||
Ares Put Option [Member] | ||||||
Option Indexed to Issuer's Equity [Line Items] | ||||||
Put option value | $ 27.3 | |||||
Fair value of put option | $ 8.6 | $ 9.8 |
Other Non-current Liabilities -
Other Non-current Liabilities - Components of Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities, Noncurrent [Abstract] | ||
Environmental liabilities | $ 9,315 | $ 8,639 |
Deferred vendor income | 28,860 | 26,715 |
Liabilities resulting from Additional and Contingent Consideration | 3,514 | 7,256 |
Deferred payments related to acquisitions (see Note 4) | 24,056 | 0 |
Public Warrants | 16,316 | 25,894 |
Private Warrants | 2,450 | 4,515 |
Additional Deferred Shares | 1,326 | 1,436 |
Financial liabilities | 172,398 | 96,864 |
Other non-current liabilities | 8,367 | 7,626 |
Total other non-current liabilities | $ 266,602 | $ 178,945 |
Other Non-current Liabilities_2
Other Non-current Liabilities - Additional Information (Details) shares in Millions | Dec. 31, 2023 $ / shares shares |
Option Indexed to Issuer's Equity [Line Items] | |
Exercise price | $ / shares | $ 0.01 |
Public Warrants [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Warrants to purchase common stock | shares | 14.8 |
Exercise price | $ / shares | $ 18 |
Private Warrants [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Warrants to purchase common stock | shares | 2.5 |
Haymaker [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Warrants to purchase common stock | shares | 17.3 |
Exercise price | $ / shares | $ 11.5 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Capital One line of credit | $ 332,027 | $ 256,430 |
Insurance premium notes | 3,752 | 2,886 |
Total debt, net | 845,439 | 751,987 |
Less current portion | (16,792) | (11,944) |
Total long-term debt, net | 828,647 | 740,043 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt, net | 444,432 | 443,648 |
M&T debt | ||
Debt Instrument [Line Items] | ||
Total debt, net | $ 65,228 | $ 49,023 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | 12 Months Ended | ||||||||||
Dec. 20, 2022 | Dec. 09, 2022 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 31, 2024 USD ($) | Nov. 21, 2023 USD ($) | Sep. 28, 2023 USD ($) Sites | May 05, 2023 USD ($) | Oct. 21, 2021 USD ($) | 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. | ||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 332,027 | $ 256,430 | |||||||||
Amortization Of Financing Costs And Discounts | 2,518 | 2,514 | $ 9,304 | ||||||||
Financing Costs [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments of Debt Issuance Costs | 6,300 | 600 | |||||||||
Debt Issuance Costs, Gross | 16,600 | 14,100 | |||||||||
Accumulated Amortization, Debt Issuance Costs | 3,500 | 4,800 | |||||||||
Deferred Finance Costs Recorded as Asset | 400 | 500 | |||||||||
Amortization Of Financing Costs And Discounts | $ 2,500 | 2,500 | $ 9,300 | ||||||||
Senior Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 5.125% | 5.125% | |||||||||
Debt instrument face amount | $ 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. | ||||||||||
Senior Notes, Noncurrent | $ 450,000 | ||||||||||
Revolving Credit Facility [Member] | GPM [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | ||||||||||
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. | ||||||||||
Capital One Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 0.50% | ||||||||||
Capital One Credit Facility [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 1% | ||||||||||
Maximum [Member] | Revolving Credit Facility [Member] | GPM [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 800,000 | ||||||||||
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] | Revolving Credit Facility [Member] | GPM [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000 | ||||||||||
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% | ||||||||||
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% | ||||||||||
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 September 28, 2023, GPM amended its credit agreement with M&T Bank (the “M&T Credit Agreement”) to increase the line of credit for purchases of equipment thereunder from $20.0 million to $45.0 million, which line may be borrowed in tranches until September 28, 2026. | ||||||||||
Number of real estate | Sites | 43 | ||||||||||
Agreement with M T Bank [Member] | GPM [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Capacity Available for Trade Purchases | $ 45,000 | $ 20,000 | |||||||||
Agreement with M T Bank [Member] | GPM [Member] | Real Estate Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 44,400 | $ 35,000 | |||||||||
Agreement with M T Bank [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument face amount | $ 5,100 |
Debt - Schedule of Debt Descrip
Debt - Schedule of Debt Description (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 21, 2021 | |
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 858,158 | ||
Amount financed as of December 31, 2020 (in thousands) | 332,027 | $ 256,430 | |
Total debt, net | 845,439 | 751,987 | |
Long-term debt, net | 828,647 | $ 740,043 | |
net deferred financing costs | $ 841,687 | ||
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) | $ 132,576 | ||
Long-term debt, net | $ 0 | ||
M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Financing payment terms | $9.1 million of the current balance is being paid in equal monthly installments of approximately $590 thousand (principal and interest) with the balance due on various maturity dates through September 2025.$16.4 million of the current balance is being paid in equal monthly principal installments of approximately $330 thousand with the balance due on various maturity dates through September 2028.Each additional equipment loan tranche borrowed from September 28, 2023 will have a term of up to five years from the date it is advanced. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 25,484 | ||
Long-term debt, net | 25,216 | ||
M &T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | 44,400 | ||
Amount financed as of December 31, 2020 (in thousands) | 38,087 | ||
Long-term debt, net | $ 37,493 | ||
M &T Term Loans [Member] | June 10, 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Financing payment terms | 35.0 million of principal is paid in equal monthly installments of approximately $194 thousand based on a 15-year amortization schedule with a balance of $23.1 million due on the maturity date of June 10, 2026 | ||
Interest rate | 8.49 | ||
M &T Term Loans [Member] | November 21, 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Financing payment terms | 9.4 million of principal is paid in equal monthly installments of approximately $52 thousand based on a 15-year amortization schedule with a balance of $6.4 million due on the maturity date of November 10, 2028 | ||
Interest rate | 8.06 | ||
Other M&T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 3,300 | ||
Financing payment terms | The principal is being paid in equal monthly installments including interest of approximately $37 thousand with the remaining balance due on various maturity dates through August 2031. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 2,536 | ||
Long-term debt, net | 2,519 | ||
Capital One Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 800,000 | ||
Financing payment terms | The full amount of the principal is due on the maturity date of May 5, 2028. | ||
Amount financed as of December 31, 2020 (in thousands) | $ 338,300 | ||
Long-term debt, net | 332,027 | ||
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 | ||
Long-term debt, net | $ 444,432 | ||
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) | $ 19,516 | ||
Unused Fee | Capital One Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount financed as of December 31, 2020 (in thousands) | $ 461,200 | ||
LIBOR | M &T Term Loans [Member] | June 10, 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.0 | ||
SOFR [Member] | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.75 | ||
Interest rate | 8.07 | ||
SOFR [Member] | M &T Term Loans [Member] | June 10, 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.0 | ||
SOFR [Member] | M &T Term Loans [Member] | November 21, 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.75 | ||
Base Rate | Capital One Line of Credit [Member] | |||
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] | Capital One Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.18 | ||
Minimum [Member] | Unused Fee | Capital One Line of Credit [Member] | |||
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] | Capital One Line of Credit [Member] | |||
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 | Capital One Line of Credit [Member] | |||
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 | 6.60 | ||
Maximum [Member] | M&T Equipment Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Amount of financing | $ 45,000 | ||
Interest rate | 6.90 | ||
Maximum [Member] | Other M&T Term Loans [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.62 | ||
Maximum [Member] | Unused Fee | Capital One Line of Credit [Member] | |||
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] | Capital One Line of Credit [Member] | |||
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 | Capital One Line of Credit [Member] | |||
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, 2023 USD ($) |
P N C Lines of Credit [Member] | |
Debt Instrument [Line Items] | |
Amount Available For Letter Of Credit | $ 40 |
Letter of credit issued | 7.3 |
Capital One Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Amount Available For Letter Of Credit | 40 |
Letter of credit issued | $ 0.5 |
Debt - Schedule of Future Princ
Debt - Schedule of Future Principal Payments and Amortization of Deferred Financing Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 17,063 | |
2025 | 10,361 | |
2026 | 4,764 | |
2027 | 29,451 | |
2028 | 346,176 | |
Thereafter | 450,343 | |
Long-term Debt | 858,158 | |
Deferred financing costs | (12,719) | |
Total debt, net | $ 845,439 | $ 751,987 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Reconciliation and Roll Forward of Liability for Removal of Storage Tanks (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Beginning Balance as of January 1, | $ 65,309 | $ 58,428 | |
Acquisitions in year | 18,016 | 5,870 | |
Accretion expense | 2,399 | 1,833 | $ 1,705 |
Adjustments | (269) | (727) | |
Retirement of tanks | (23) | (95) | |
Ending Balance as of December 31, | $ 85,432 | $ 65,309 | $ 58,428 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Reconciliation and Roll Forward of Liability for Removal of Storage Tanks (Parenthetical) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies [Line Items] | |||
Liability for removal of storage tanks | $ 85,432 | $ 65,309 | $ 58,428 |
Other Current Liabilities [Member] | |||
Commitments And Contingencies [Line Items] | |||
Liability for removal of storage tanks | $ 722 | $ 400 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Unamortized liability | $ 32.8 | $ 31.4 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Gallon Volume Purchase Requirements (Details) gal in Thousands | Dec. 31, 2023 gal |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | 323,453 |
2025 | 221,405 |
2026 | 199,762 |
2027 | 196,762 |
2028 | 176,262 |
Thereafter | 593,294 |
Total | 1,710,938 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Sites Lessors NumberOfLeaseAgreements Cardlock Dealer Store | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee Lease Description [Line Items] | |||
Leases description | the Company leased 1,276 of the convenience stores that it operates, 208 dealer locations, 156 cardlock locations and certain office and storage spaces, including land and buildings in certain cases | ||
Number of leased convenience stores | Store | 1,276 | ||
Number of leased dealer locations | Dealer | 208 | ||
Number of leased cardlock locations | Cardlock | 156 | ||
Number of sites leased | Sites | 940 | ||
Number of separate master lease agreements | NumberOfLeaseAgreements | 45 | ||
Number of lessors under master leases | Lessors | 9 | ||
Description of master leases | there are approximately 940 sites which are leased under 45 separate master lease agreements. Master leases with nine lessors encompass a total of approximately 895 sites. Master leases with the same landlord contain cross-default provisions, in most cases | ||
Cash outflows for operating leases | $ 171.9 | $ 139 | $ 128.4 |
Cash outflows for financing leases | $ 22.3 | 23.6 | 25 |
Leases and subleases period | 10 years | ||
Operating sublease income | $ 27.3 | $ 22.1 | $ 20.7 |
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease agreements period | 20 years | ||
Lease renewal terms | 25 years | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease agreements period | 15 years | ||
Lease renewal terms | 5 years |
Leases - Summary of components
Leases - Summary of components of lease cost recorded on the consolidated statements of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance lease cost: | |||
Depreciation of right-of-use assets | $ 10,919 | $ 12,061 | $ 13,393 |
Interest on lease liabilities | 16,837 | 17,041 | 17,515 |
Operating lease costs included in store operating expenses | 181,164 | 142,730 | 131,106 |
Operating lease costs included in general and administrative expenses | 2,206 | 1,753 | 1,652 |
Lease cost related to variable lease payments, short-term leases and leases of low value assets | 2,681 | 2,390 | 2,037 |
Right-of-use asset impairment charges and loss on disposals of leases | 6,116 | 1,661 | 1,799 |
Total lease costs | $ 219,923 | $ 177,636 | $ 167,502 |
Leases -Summary of Supplemental
Leases -Summary of Supplemental Balance Sheet Data Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use assets under operating leases | $ 1,384,693 | $ 1,203,188 |
Liabilities | ||
Operating leases, current portion | 67,053 | 57,563 |
Operating leases | 1,395,032 | 1,218,045 |
Total operating leases | $ 1,462,085 | $ 1,275,608 |
Weighted average remaining lease term (in years) | 14 years | 14 years 1 month 6 days |
Weighted average discount rate | 7.80% | 7.70% |
Assets | ||
Right-of-use assets | $ 215,174 | $ 232,986 |
Accumulated amortization | (52,506) | (50,873) |
Right-of-use assets under financing leases, net | 162,668 | 182,113 |
Liabilities | ||
Financing leases, current portion | 9,186 | 5,457 |
Financing leases | 213,032 | 225,907 |
Total financing leases | $ 222,218 | $ 231,364 |
Weighted average remaining lease term (in years) | 21 years 2 months 12 days | 23 years 4 months 24 days |
Weighted average discount rate | 7.90% | 7.20% |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating | ||
2024 | $ 176,101 | |
2025 | 177,162 | |
2026 | 176,557 | |
2027 | 174,576 | |
2028 | 168,259 | |
Thereafter | 1,617,287 | |
Gross lease payments | 2,489,942 | |
Less: imputed interest | (1,027,857) | |
Total lease liabilities | 1,462,085 | $ 1,275,608 |
Financing | ||
2024 | 26,032 | |
2025 | 26,983 | |
2026 | 20,686 | |
2027 | 20,738 | |
2028 | 21,038 | |
Thereafter | 399,181 | |
Gross lease payments | 514,658 | |
Less: imputed interest | (292,440) | |
Total lease liabilities | $ 222,218 | $ 231,364 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Cash Payments to be Received Under Operating Subleases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 25,435 |
2025 | 21,476 |
2026 | 18,050 |
2027 | 14,936 |
2028 | 10,691 |
Thereafter | 34,282 |
Total | $ 124,870 |
Environmental Liabilities - Add
Environmental Liabilities - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Environmental Remediation Obligations [Abstract] | ||
Environmental obligations | $ 13.4 | $ 12.1 |
Estimated amount recoverable | $ 7.5 | $ 4.9 |
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, 2023 USD ($) |
Payments | |
2024 | $ 4,100 |
2025 | 3,804 |
2026 | 2,572 |
2027 | 761 |
2028 | 526 |
Thereafter | 1,652 |
Total Future Payments and Recoveries | 13,415 |
Recoveries | |
2024 | 2,228 |
2025 | 2,322 |
2026 | 1,769 |
2027 | 390 |
2028 | 209 |
Thereafter | 599 |
Total Future Payments and Recoveries | 7,517 |
Net Obligations | |
2024 | 1,872 |
2025 | 1,482 |
2026 | 803 |
2027 | 371 |
2028 | 317 |
Thereafter | 1,053 |
Total Future Payments and Recoveries | $ 5,898 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||||
Non-cash tax expense | $ 8,900 | |||
Deferred tax assets, operating loss carryforwards | $ 4,626 | 5,291 | ||
Deferred tax assets, valuation allowance | 8,523 | 11,142 | ||
Unrecognized tax benefits | $ 261 | 261 | $ 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 | 400 | ||
Unrecognized tax benefits | 300 | $ 300 | ||
Domestic tax credits | Israel Tax Authority | ||||
Income Taxes [Line Items] | ||||
Deferred tax assets, operating loss carryforwards | 4,600 | |||
Loss carryforward benefits | 31,000 | |||
Tax credit amount | 2,900 | |||
Foreign tax credits | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 2,910 | |||
Deferred tax assets, valuation allowance | $ 8,100 | |||
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, 2023 USD ($) | |
Domestic state NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 12,493 |
Expiration Date | 2032 - Indefinite |
Foreign NOL | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 13,000 |
Expiration Date | Indefinite life |
Foreign capital loss | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 5,503 |
Expiration Date | Indefinite life |
Foreign tax credits | |
Tax Credit Carryforward [Line Items] | |
Tax credit amount | $ 2,910 |
Foreign tax credits | Minimum [Member] | |
Tax Credit Carryforward [Line Items] | |
Expiration Date | Dec. 31, 2023 |
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, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning Balance as of January 1, | $ 261 | $ 600 |
Additions for tax positions taken in prior years | 0 | 0 |
Reductions of tax positions taken in prior years | 0 | 0 |
Reductions for settlements on tax positions of prior years | 0 | (339) |
Ending Balance as of December 31, | $ 261 | $ 261 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Domestic (US) | $ 46,038 | $ 106,365 | $ 73,338 |
Foreign (Israel) | 694 | 1,170 | (2,277) |
Income (loss) before income taxes | $ 46,732 | $ 107,535 | $ 71,061 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Domestic federal | $ 10,501 | $ 6,907 | $ 1,535 |
Domestic state and local | 6,345 | 6,350 | 5,251 |
Total current | 16,846 | 13,257 | 6,786 |
Deferred: | |||
Domestic federal | (3,316) | 19,830 | 7,550 |
Domestic state and local | (1,364) | 2,470 | (2,702) |
Total deferred | (4,680) | 22,300 | 4,848 |
Total income tax expense | $ 12,166 | $ 35,557 | $ 11,634 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at the statutory rate | $ 9,814 | $ 22,582 | $ 14,923 |
Increases (decreases): | |||
Internal entity realignment, change in entity status | 0 | 8,880 | 0 |
Non-controlling interest in partnership | (49) | (58) | (48) |
State income taxes, net of federal income tax benefit | 3,822 | 6,470 | 3,444 |
International rate differential | 14 | 23 | (425) |
Non-deductible expenses | (329) | 1,392 | 1,941 |
Valuation allowance | (2,620) | (2,222) | (3,892) |
Credits | (1,296) | (1,319) | (1,880) |
Expired attributes | 2,540 | 0 | 0 |
Change to prior state rate | 270 | (191) | (2,429) |
Total income tax expense | $ 12,166 | $ 35,557 | $ 11,634 |
Income tax expense (benefit) at the statutory rate | 21% | 21% | 21% |
Increases (decreases): | |||
Internal entity realignment, change in entity status | 0% | 8.30% | 0% |
Non-controlling interest in partnership | (0.10%) | (0.10%) | (0.10%) |
State income taxes, net of federal income tax benefit | 8.20% | 6% | 4.80% |
International rate differential | 0% | 0% | (0.60%) |
Non-deductible expenses | (0.70%) | 1.30% | 2.70% |
Valuation allowance | (5.60%) | (2.10%) | (5.50%) |
Credits | (2.80%) | (1.20%) | (2.60%) |
Expired attributes | 5.40% | 0% | 0% |
Change to prior state rate | 0.60% | (0.10%) | (3.40%) |
Total | 26% | 33.10% | 16.30% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Asset retirement obligation | $ 21,320 | $ 16,290 |
Inventory | 289 | 376 |
Lease obligations | 420,100 | 375,299 |
Financial liabilities | 43,991 | 24,607 |
Accrued expenses | 4,570 | 4,054 |
Deferred income | 10,712 | 9,868 |
Fuel supply agreements | 79,151 | 61,816 |
Environmental liabilities | 1,406 | 1,780 |
Transaction costs | 2,052 | 2,224 |
Investment in partnership | 17,698 | 13,754 |
Share-based compensation | 3,954 | 3,936 |
Net operating loss carryforwards | 4,626 | 5,291 |
Credits | 2,910 | 5,136 |
Other | 2,619 | 2,302 |
Total deferred tax assets | 615,398 | 526,733 |
Valuation allowance | (8,523) | (11,142) |
Total deferred tax assets, net | 606,875 | 515,591 |
Deferred tax liabilities: | ||
Property and equipment | (134,958) | (123,931) |
Intangible assets | (28,247) | (19,810) |
Right-of-use assets | (386,691) | (345,902) |
Prepaid expenses | (4,602) | (3,208) |
Other | (84) | (12) |
Total deferred tax liabilities | (554,582) | (492,863) |
Net deferred tax asset (liability) | $ 52,293 | $ 22,728 |
Equity and Temporary Equity - A
Equity and Temporary Equity - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||||
Aug. 31, 2027 | Jul. 20, 2022 | Feb. 21, 2022 | Nov. 09, 2021 | Nov. 18, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2023 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 14, 2020 | |
Class Of Stock [Line Items] | |||||||||||
Dividend payable nature | quarterly | ||||||||||
Declared dividend per share | $ 0.12 | $ 0.09 | |||||||||
Dividend | $ 14,300,000 | $ 10,900,000 | |||||||||
Authorized amount of share repurchase program | $ 100,000,000 | $ 50,000,000 | |||||||||
Treasury stock shares, acquired | 4,200,000 | 4,500,000 | |||||||||
Treasury stock value acquired cost method | $ 32,000,000 | $ 39,000,000 | |||||||||
Average price per share | $ 7.54 | $ 8.6 | |||||||||
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% | ||||||||||
Common stock shares issued | 125,268,525 | 124,727,496 | |||||||||
Number of shares purchased by exchanging warrants | 1,100,000 | ||||||||||
Series A Convertible Preferred Stock | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Conversion price per share | $ 11.79 | ||||||||||
Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock shares issued | 2,000,000 | ||||||||||
Warrant [Member] | Haymaker [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock shares issued | 2,000,000 | ||||||||||
New Ares Warrants [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Common stock par value | $ 10 | ||||||||||
Common Stock [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Declared dividend per share | 0.03 | ||||||||||
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 | ||||||||||
Conversion price previously reported | $ 12 | ||||||||||
Number of additional shares | 300,000 | ||||||||||
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 | ||||||||||
Conversion price previously reported | $ 12 | ||||||||||
Future minimum payments due thereafter | $ 18 | ||||||||||
Conversion price per share | $ 11.79 | ||||||||||
Additional common stock bonus shares | 1,200,000 | ||||||||||
Common stock, value, subscriptions | $ 7,500,000 | ||||||||||
Annual dividend rate | 5.75% | ||||||||||
Series A Redeemable Temporary Equity [Member] | Maximum [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Share price | $ 17.5 | ||||||||||
Series A Redeemable Temporary Equity [Member] | Minimum [Member] | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Share price | $ 15.5 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 12,400,000 | 12,400,000 | ||
Shares available for future grant | 4,900,000 | 4,900,000 | ||
RSU released | $ 5,500 | $ 3,500 | ||
Maximum defer ash fee invested in restricted stock units, Percentage | 100% | |||
Terms of Agreement | 3 years | |||
Share-based compensation | $ 15,015 | $ 12,161 | $ 5,804 | |
Unrecognized compensation cost | $ 1,500 | $ 1,500 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | |||
Stock options vested | 394,000 | |||
Restricted Stock Units RSU | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding, Shares | 3,869,000 | 3,869,000 | 3,115,000 | 1,606,000 |
Weighted average, Granted | $ 8.38 | $ 8.41 | ||
Granted | 1,788,000 | 1,923,000 | ||
Unrecognized compensation cost | $ 13,900 | $ 13,900 | ||
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 | 303,850 | 303,850 | 198,170 | |
Granted | 141,764 | 108,600 | ||
Performance based Restricted Stock Units (RSU's) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 1,151,084 | 1,120,354 | 644,867 | |
Unrecognized compensation cost | $ 13,900 | $ 13,900 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | |||
Additional expense | $ 1,000 | |||
Net reduction of share-based compensation cost | $ 2,800 | |||
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 | |||
Unvested Restricted Stock Units | Member of senior management [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 13,332 | |||
Employees, Non-employees And Board Of Directors | General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation | $ 15,000 | $ 12,200 | $ 5,800 |
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, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding Beginning Balance | 897 | 126 |
Granted | 409 | 771 |
Options Outstanding, Ending Balance | 1,306 | 897 |
Weighted Average Exercise Price, Beginning Balance | $ 9.24 | $ 10 |
Weighted average exercise price, Granted | 8.58 | 9.11 |
Weighted Average Exercise Price, Ending Balance | 9.03 | 9.24 |
Weighted average fair value, Granted | $ 3.27 | $ 2.7 |
Options Outstanding, Remaining Average Contractual Term | 8 years 4 months 24 days | 9 years |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 77 |
Shares, Exercisable | 436 | |
Weighted Average Exercise Price, Exercisable | $ 9.48 | |
Remaining Average Contractual Term, Exercisable | 7 years 10 months 24 days | |
Aggregate Intrinsic Value, Exercisable | $ 0 | |
Number of Options, Vested and expected to vest | 1,306 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 9.03 | |
Remaining Average Contractual Term, Vested and expected to vest | 8 years 4 months 24 days | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 0 |
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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend rate | 1.40% | 0.90% |
Expected stock price volatility | 28.80% | 28.30% |
Risk-free interest rate | 4% | 1.70% |
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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Nonvested RSUs, Beginning Balance | 3,115 | 1,606 |
Granted | 1,788 | 1,923 |
Released | (647) | (395) |
Forfeited | (37) | (19) |
Performance-based share adjustment | (350) | |
Nonvested RSUs, Ending Balance | 3,869 | 3,115 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 8.9 | $ 9.6 |
Weighted average, Granted | 8.38 | 8.41 |
Weighted Average, Released | 8.93 | 9.38 |
Weighted Average, Forfeited | 9.22 | 8.49 |
Weighted Average, Performance-based share adjustment | 9.17 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 8.65 | $ 8.9 |
Related Party Transactions - Sc
Related Party Transactions - Schedule Of Balances Outstanding With Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Due from equity investment | $ 108 | $ 111 |
Loan to equity investment | 617 | 674 |
Current liabilities: | ||
Other Liabilities, Current | 179,536 | 154,097 |
Related Party | ||
Current assets: | ||
Due from related parties | $ 210 | $ 366 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net income available to common stockholders | $ 28,619 | $ 65,997 | $ 53,463 |
Change in fair value of Ares Put Option | 0 | (329) | (927) |
Net income available to common stockholders after assumed conversions | $ 28,619 | $ 65,668 | $ 52,536 |
Weighted average common shares outstanding— Basic | 118,782 | 121,476 | 124,412 |
Effect of dilutive securities: | |||
Restricted share units | $ 823 | $ 822 | $ 259 |
Ares Put Option | $ 0 | $ 926 | $ 766 |
Weighted average common shares outstanding— Diluted | 119,605 | 123,224 | 125,437 |
Net income (loss) per share available to common stockholders - Basic | $ 0.24 | $ 0.54 | $ 0.43 |
Net income (loss) per share available to common stockholders - Diluted | $ 0.24 | $ 0.53 | $ 0.42 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
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 |
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) | 8,482 | 8,396 | 8,333 |
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of diluted earnings per share (in shares) | 1,306 | 897 | 126 |
Financial Derivative Instrume_2
Financial Derivative Instruments Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Fuel gallons hedged | $ 1.2 | $ 2.5 |
Assets derivative fair value | 0.1 | 0.5 |
Firm commitment fair value | 0.1 | 0.5 |
Cash collaterals provided to counterparties | $ 0 | $ 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 03, 2023 | |
Fair Value Measurements [Line Items] | ||||
Fair value adjustment of contingent consideration | $ (300) | $ 300 | $ (500) | |
Change in fair value of Contingent Consideration | 600 | 2,200 | 1,700 | |
Change in fair value of Ares Put Option | 0 | 329 | 927 | |
Long-Term Debt, Gross | 858,158 | |||
Ares Put Option [Member] | ||||
Fair Value Measurements [Line Items] | ||||
Fair Value Of Put Option | 8,600 | $ 9,800 | ||
Change in fair value of Ares Put Option | $ 1,200 | (300) | (900) | |
Public Warrants | ||||
Fair Value Measurements [Line Items] | ||||
Warrants to purchase common stock | 14.8 | |||
Public warrants liability fair value adjustment | $ (9,600) | (300) | 5,500 | |
Private Warrants | ||||
Fair Value Measurements [Line Items] | ||||
Warrants to purchase common stock | 2.5 | |||
Private warrants liability fair value adjustment | $ (2,000) | (100) | 600 | |
Additional Deferred Shares | ||||
Fair Value Measurements [Line Items] | ||||
Fair value adjustment of additional deferred shares | 100 | 100 | $ 100 | |
Fair Value of Deferred Shares classified as liabilities, value | 1,300 | 1,400 | ||
Level 1 | Public Warrants | ||||
Fair Value Measurements [Line Items] | ||||
Fair value of warrants | 16,300 | 25,900 | ||
Level 2 | Private Warrants | ||||
Fair Value Measurements [Line Items] | ||||
Fair value of warrants | 2,500 | 4,500 | ||
Level 3 | ||||
Fair Value Measurements [Line Items] | ||||
Contingent payments related to acquisitions | 3,400 | 3,700 | ||
Senior Notes [Member] | ||||
Fair Value Measurements [Line Items] | ||||
Fair value of bonds | 391,800 | $ 354,700 | ||
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, 2023 yr $ / shares | Dec. 31, 2022 yr $ / shares | |
Level 3 | Expected term (in years) | Additional Deferred Shares | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 3.4 | 4.4 |
Level 3 | Volatility | Additional Deferred Shares | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 33.3 | 42 |
Level 3 | Risk-free interest rate | Additional Deferred Shares | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 4 | 4.1 |
Level 3 | Stock price | Additional Deferred Shares | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 8.25 | $ 8.66 |
Level 2 | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 11.50 | $ 11.50 |
Level 2 | Expected term (in years) | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 2 | 3 |
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 | 39.2 | 41.9 |
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 | 4.2 |
Level 2 | Expected dividend yield | Private Warrants [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.5 | 1.4 |
Ares Put Option [Member] | Level 3 | Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | yr | 0.2 | |
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 | |
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 | |
Ares Put Option [Member] | Level 3 | Stock price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Strike price | $ / shares | $ 12.845 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 $ / 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Operating income | $ 427,352 | $ 406,625 | $ 355,114 |
Interest and other financial expenses, net | (29,487) | (11,654) | (14,363) |
Income tax (expense) benefit | 177 | (221) | |
(Loss) income from equity investment | (39) | (74) | 186 |
Net income from segments | 397,826 | 395,074 | 340,716 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 9,412,731 | 9,142,799 | 7,417,398 |
Net income from segments | 397,826 | 395,074 | 340,716 |
Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,179,789 | 5,682,431 | 4,385,491 |
Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 14,592,520 | 14,825,230 | 11,802,889 |
Retail | |||
Segment Reporting Information [Line Items] | |||
Operating income | 259,326 | 264,552 | 240,233 |
Retail | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,771,184 | 5,602,471 | 4,728,568 |
Retail | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Retail | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,771,184 | 5,602,471 | 4,728,568 |
Wholesale | |||
Segment Reporting Information [Line Items] | |||
Operating income | 30,578 | 33,864 | 21,998 |
Wholesale | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,065,679 | 3,257,596 | 2,682,004 |
Wholesale | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Wholesale | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,065,679 | 3,257,596 | 2,682,004 |
Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Operating income | 34,572 | 18,382 | |
Fleet Fueling | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 538,755 | 272,848 | |
Fleet Fueling | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Fleet Fueling | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 538,755 | 272,848 | |
Gpmp | |||
Segment Reporting Information [Line Items] | |||
Operating income | 102,446 | 89,035 | 91,619 |
Interest and other financial expenses, net | 29,487 | (11,654) | (14,363) |
Gpmp | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 4,620 | 6,184 | 6,826 |
Gpmp | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,160,146 | 5,678,167 | 4,384,227 |
Gpmp | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,164,766 | 5,684,351 | 4,391,053 |
Other Segments | |||
Segment Reporting Information [Line Items] | |||
Operating income | 430 | 792 | 1,264 |
Interest and other financial expenses, net | 0 | 0 | 0 |
Income tax (expense) benefit | 177 | (221) | |
(Loss) income from equity investment | (39) | (74) | 186 |
Other Segments | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 32,493 | 3,700 | 0 |
Other Segments | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 19,643 | 4,264 | 1,264 |
Other Segments | Reportable Legal Entities | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 52,136 | 7,964 | 1,264 |
Fuel Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 7,464,372 | 7,401,090 | 5,714,333 |
Fuel Revenue [Member] | Retail | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,858,777 | 3,887,549 | 3,048,893 |
Fuel Revenue [Member] | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,039,904 | 3,234,145 | 2,659,706 |
Fuel Revenue [Member] | Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 530,937 | 270,670 | |
Fuel Revenue [Member] | Gpmp | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,681 | 5,160 | 5,734 |
Fuel Revenue [Member] | Other Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 31,073 | 3,566 | 0 |
Merchandise Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,838,001 | 1,647,642 | 1,616,404 |
Merchandise Revenue [Member] | Retail | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,838,001 | 1,647,642 | 1,616,404 |
Merchandise Revenue [Member] | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Merchandise Revenue [Member] | Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Merchandise Revenue [Member] | Gpmp | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Merchandise Revenue [Member] | Other Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Other Revenues, Net | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 110,358 | 94,067 | 86,661 |
Other Revenues, Net | Retail | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 74,406 | 67,280 | 63,271 |
Other Revenues, Net | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 25,775 | 23,451 | 22,298 |
Other Revenues, Net | Fleet Fueling | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 7,818 | 2,178 | |
Other Revenues, Net | Gpmp | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 939 | 1,024 | 1,092 |
Other Revenues, Net | Other Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 1,420 | $ 134 | $ 0 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reportable Legal Entities | |||
Segment Information [Line Items] | |||
Total revenues | $ 14,592,520 | $ 14,825,230 | $ 11,802,889 |
Intersegment Eliminations | |||
Segment Information [Line Items] | |||
Total revenues | 5,179,789 | 5,682,431 | 4,385,491 |
Operating Segments | |||
Segment Information [Line Items] | |||
Total revenues | $ 9,412,731 | $ 9,142,799 | $ 7,417,398 |
Segment Reporting - Reconcili_2
Segment Reporting - Reconciliation of net income from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Information [Line Items] | |||
Net income from segments | $ 397,826 | $ 395,074 | $ 340,716 |
Store operating expenses | 860,134 | 721,174 | 630,518 |
General and administrative expenses | (165,294) | (139,969) | (124,667) |
Depreciation and amortization | (127,597) | (101,752) | (97,194) |
Other expenses, net | 12,729 | 9,816 | 3,536 |
Interest and other financial expenses, net | 29,487 | 11,654 | 14,363 |
Income tax expense | (12,166) | (35,557) | (11,634) |
Net income attributable to ARKO Corp. | 34,369 | 71,747 | 59,198 |
Operating Segments | |||
Segment Information [Line Items] | |||
Net income from segments | 397,826 | 395,074 | 340,716 |
Amounts not allocated to segments [Member] | |||
Segment Information [Line Items] | |||
Store operating expenses | (13,647) | 2,264 | 3,287 |
General and administrative expenses | (162,132) | (137,072) | (121,697) |
Depreciation and amortization | (120,232) | (94,383) | (89,822) |
Other expenses, net | (13,327) | (9,816) | (3,536) |
Interest and other financial expenses, net | (41,756) | (48,355) | (58,108) |
Income tax expense | (12,166) | (35,734) | (11,413) |
Net income attributable to ARKO Corp. | $ 34,566 | $ 71,978 | $ 59,427 |
Store Operating Expenses - Summ
Store Operating Expenses - Summary of Store Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses [Abstract] | |||
Salaries and wages | $ 341,381 | $ 287,185 | $ 242,692 |
Rent | 183,845 | 145,120 | 133,143 |
Credit Card Fees | 109,258 | 101,434 | 83,757 |
Utilities, upkeep, and taxes | 75,927 | 63,121 | 57,497 |
Repairs and maintenance | 52,906 | 43,873 | 37,345 |
Insurance | 26,361 | 19,308 | 20,537 |
Other store operating expenses | 70,456 | 61,133 | 55,547 |
Total store operating expenses | $ 860,134 | $ 721,174 | $ 630,518 |
Schedule I - Condensed Balance
Schedule I - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 218,120 | $ 298,529 | $ 252,141 | $ 293,666 |
Other current assets | 118,472 | 87,873 | ||
Total current assets | 749,113 | 747,133 | ||
Non-current assets: | ||||
Deferred tax asset | 52,293 | 22,728 | ||
Total assets | 3,650,364 | 3,255,170 | ||
Current liabilities: | ||||
Long-term debt, current portion | 16,792 | 11,944 | ||
Operating leases, current portion | 67,053 | 57,563 | ||
Other current liabilities | 179,536 | 154,097 | ||
Total current liabilities | 486,224 | 446,431 | ||
Non-current liabilities: | ||||
Long-term debt, net | 828,647 | 740,043 | ||
Other non-current liabilities | 266,602 | 178,945 | ||
Total liabilities | 3,274,247 | 2,874,280 | ||
Series A redeemable preferred stock | 100,000 | 100,000 | ||
Shareholders' equity | 276,101 | 280,834 | ||
Total liabilities, redeemable preferred stock and equity | 3,650,364 | 3,255,170 | ||
Parent Company | ||||
Current assets: | ||||
Cash and cash equivalents | 27,220 | 93,721 | ||
Other current assets | 11,983 | 16,168 | ||
Total current assets | 39,203 | 109,889 | ||
Non-current assets: | ||||
Investment in subsidiaries | 356,048 | 312,708 | ||
Loans to subsidiaries | 450,000 | 450,000 | ||
Deferred tax asset | 1,941 | 2,239 | ||
Total assets | 847,192 | 874,836 | ||
Current liabilities: | ||||
Long-term debt, current portion | 671 | 1,145 | ||
Other current liabilities | 5,896 | 17,364 | ||
Total current liabilities | 6,567 | 18,509 | ||
Non-current liabilities: | ||||
Long-term debt, net | 444,432 | 443,648 | ||
Other non-current liabilities | 20,092 | 31,845 | ||
Total liabilities | 471,091 | 494,002 | ||
Series A redeemable preferred stock | 100,000 | 100,000 | ||
Shareholders' equity | 276,101 | 280,834 | ||
Total liabilities, redeemable preferred stock and equity | $ 847,192 | $ 874,836 |
Schedule I - Condensed Statemen
Schedule I - Condensed Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Income Statements Captions [Line Items] | |||
Operating income | $ 118,014 | $ 167,014 | $ 142,082 |
General and administrative | 165,294 | 139,969 | 124,667 |
Total operating expenses | 9,281,988 | 8,965,969 | 7,271,780 |
Interest and other financial income | 20,273 | 3,178 | 3,005 |
Interest and other financial expenses | (91,516) | (62,583) | (74,212) |
Income (loss) before income taxes | 46,771 | 107,609 | 70,875 |
Income tax (expense) benefit | (12,166) | (35,557) | (11,634) |
Equity income from subsidiaries | (39) | (74) | 186 |
Net income attributable to ARKO Corp. | 34,369 | 71,747 | 59,198 |
Series A redeemable preferred stock dividends | (5,750) | (5,750) | (5,735) |
Net income attributable to common shareholders | 28,619 | 65,997 | 53,463 |
Parent Company | |||
Condensed Income Statements Captions [Line Items] | |||
Income from loans to subsidiaries and other investee | 23,063 | 23,645 | 6,016 |
Operating income | 23,063 | 23,645 | 6,016 |
General and administrative | 7,419 | 7,437 | 6,152 |
Total operating expenses | 7,419 | 7,437 | 6,152 |
Income (loss) before interest and financial income (expenses) | 15,644 | 16,208 | (136) |
Interest and other financial income | 14,314 | 1,577 | 1,005 |
Interest and other financial expenses | (25,106) | (23,641) | (10,855) |
Income (loss) before income taxes | 4,852 | (5,856) | (9,986) |
Income tax (expense) benefit | (249) | 3,579 | (2,771) |
Equity income from subsidiaries | 29,766 | 74,024 | 71,955 |
Net income attributable to ARKO Corp. | 34,369 | 71,747 | 59,198 |
Series A redeemable preferred stock dividends | (5,750) | (5,750) | (5,735) |
Net income attributable to common shareholders | $ 28,619 | $ 65,997 | $ 53,463 |
Schedule I - Condensed Statem_2
Schedule I - Condensed Statements of Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 34,566 | $ 71,978 | $ 59,427 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Deferred income taxes | (4,680) | 22,300 | 4,848 |
Depreciation and amortization | 127,597 | 101,752 | 97,194 |
Foreign currency loss (gain) and interest related to intercompany balances | 29 | 227 | (1,320) |
Share-based compensation | 15,015 | 12,161 | 5,804 |
Other operating activities, net | 2,631 | 775 | 677 |
Changes in assets and liabilities: | |||
Decrease (increase) in other current assets | (29,386) | 1,476 | (5,421) |
(Decrease) increase in other current liabilities | 990 | 6,884 | 7,867 |
Net cash provided by operating activities | 136,094 | 209,256 | 159,191 |
Cash flows from investing activities: | |||
Net cash used in investing activities | (296,822) | (175,488) | (171,777) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net | 99,643 | 70,896 | 484,089 |
Payment of merger transaction issuance costs | 0 | 0 | (4,773) |
Common stock repurchased | (33,694) | (40,042) | 0 |
Dividends paid on common stock | (14,272) | (10,893) | 0 |
Dividends paid on redeemable preferred stock | (5,750) | (5,750) | (5,892) |
Payment of Ares Put Option | (9,808) | 0 | 0 |
Net cash provided by (used in) financing activities | 85,357 | 10,555 | (26,384) |
Cash and cash equivalents and restricted cash, beginning of year | 316,769 | 272,543 | 312,977 |
Cash and cash equivalents and restricted cash, end of year | 241,421 | 316,769 | 272,543 |
Supplementary cash flow information: | |||
Cash received for interest | 7,944 | 1,964 | 428 |
Cash paid for interest | 82,477 | 57,653 | 51,495 |
Cash paid for taxes | 29,456 | 6,747 | 14,912 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 10,711 | 6,668 | 8,210 |
Parent Company | |||
Cash flows from operating activities: | |||
Net income | 34,369 | 71,747 | 59,198 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Equity income from subsidiaries | (29,766) | (74,024) | (71,955) |
Deferred income taxes | 298 | (164) | 519 |
Amortization of deferred financing costs and debt discount | 785 | 759 | 152 |
Foreign currency loss (gain) and interest related to intercompany balances | 0 | 1,693 | (4,656) |
Share-based compensation | 1,172 | 955 | 868 |
Fair value adjustment of financial liabilities | (10,520) | (887) | 5,021 |
Other operating activities, net | (116) | 0 | 0 |
Changes in assets and liabilities: | |||
Decrease (increase) in other current assets | 4,856 | (11,542) | (1,586) |
(Decrease) increase in other current liabilities | (2,910) | 6,752 | 3,713 |
Net cash provided by operating activities | (1,832) | (4,711) | (8,726) |
Cash flows from investing activities: | |||
Loans to investees | 0 | 0 | (450,000) |
Repayments of loans to subsidiaries and other investees | 0 | 40,000 | 0 |
Distribution from subsidiary | 0 | 28,109 | 0 |
Net cash used in investing activities | 0 | 68,109 | (450,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt, net | 0 | 0 | 442,737 |
Payment of merger transaction issuance costs | 0 | 0 | (4,773) |
Common stock repurchased | (33,694) | (40,042) | 0 |
Dividends paid on common stock | (14,272) | (10,893) | 0 |
Dividends paid on redeemable preferred stock | (5,750) | (5,750) | (5,892) |
Payment of Ares Put Option | (9,808) | 0 | 0 |
Repayment of long-term debt | (1,145) | (1,500) | (2,017) |
Net cash provided by (used in) financing activities | (64,669) | (58,185) | 430,055 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (66,501) | 5,213 | (28,671) |
Cash and cash equivalents and restricted cash, beginning of year | 93,721 | 88,508 | 117,179 |
Cash and cash equivalents and restricted cash, end of year | 27,220 | 93,721 | 88,508 |
Supplementary cash flow information: | |||
Cash received for interest | 25,623 | 26,028 | 1,404 |
Cash paid for interest | 23,089 | 24,610 | 14 |
Cash paid for taxes | 0 | 735 | 6,175 |
Supplementary noncash activities: | |||
Prepaid insurance premiums financed through notes payable | 671 | 1,145 | 1,765 |
Issuance of shares | $ 0 | $ 0 | $ 3,000 |