|12 Months Ended|
Dec. 31, 2021
|Subsequent Events [Abstract]|
26. Subsequent Events
On February 18, 2022, the Company entered into a purchase agreement with Quarles Petroleum Inc. (“Quarles”), pursuant to which Quarles has agreed to sell to the Company certain assets, including:
121 proprietary Quarles-branded cardlock sites and management of 64 third party cardlock sites for fleet fueling operations; and
49 independent dealer locations, including certain lessee-dealer sites.
The total consideration for the transaction as set forth in the purchase agreement is approximately $170 million plus the value of inventory on the closing date. The Company intends to finance from its own sources approximately $40 million of the purchase price plus the value of inventory on the closing date and Oak Street, pursuant to the Program Agreement (as described in Note 8 above), has agreed to pay the remaining consideration for the fee simple ownership in 39 sites. At the closing, pursuant to the Program Agreement, the Company plans to amend one of its master leases with Oak Street to add the sites Oak Street has agreed to acquire in the transaction under customary lease terms.
The closing of the transaction is subject to fulfillment of customary conditions precedent and the completion of various transition planning matters. The Company currently expects the closing to occur during the second quarter of 2022. There is no certainty that the transaction will close.
Dividend and Share Repurchase Plan
On February 21, 2022, the Company’s Board declared a quarterly dividend of $0.02 per share of common stock, to be paid on March 29, 2022 to stockholders of record as of March 15, 2022, totaling approximately $2.5 million. The Board has also authorized a share repurchase program for up to an aggregate amount of $50 million of outstanding shares of common stock. The share repurchase program does not have a stated expiration date. The amount and timing of dividends payable on the common stock are within the sole discretion of the Board, which will evaluate dividend payments within the context of the Company’s overall capital allocation strategy on an ongoing basis, giving consideration to its current and forecast earnings, financial condition, cash requirements and other factors.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://www.xbrl.org/2003/role/disclosureRef