v3.26.1
Leases
3 Months Ended
Mar. 31, 2026
BW Ultimate Parent, LLC and Subsidiaries  
Lessee, Lease, Description [Line Items]  
Leases

5.

Leases

During the period ended March 31, 2026, and March 31, 2025, the Company entered into lease and disbursement agreements (the “BTS Arrangements”) with certain landlords. Under the BTS Arrangements, the Company identifies suitable parcels of land for convenience stores and such sites may be (i) initially owned by the Company and sold to the landlord, (ii) under a binding purchase and sale agreement which is then assigned to the landlord, or (iii) acquired by the landlord directly from a third-party. The Company prepares development, and construction plans which are approved by the landlord. The Company then engages and supervises third-party contractors to complete the construction of the stores which the landlord funds and legally owns. In some cases, the Company may begin construction prior to legal sale to landlord.

The landlords are expected to fund the majority of the overall construction costs and related improvements. Each individual lease commences upon the substantial completion of each store, and the rent commencement date is expected to occur simultaneously. The initial term of each lease is approximately 20 years with a Company option to extend for two additional four-year terms. The Company assessed the renewal options and has included periods in the lease term for which renewal is reasonably certain to be exercised. The Company pays base rent to the landlord in an amount determined based on the total costs funded by landlord and the base rent payments increase 2.0% annually. The Company has a right of first offer to purchase properties at a price determined by the landlord. The Company cannot exercise its right of first refusal without action first taken by the landlord. Thus, the Company does not control the asset, and the right of first refusal is not a repurchase option under ASC 606. During the term, the Company will also pay all operating expenses, taxes, and any other expenses payable under each lease.

During the three months ended March 31, 2026, the Company finished construction at one store under the BTS Arrangements, and the respective lease commenced and is included as components of the Company’s initial operating lease liabilities in the amount of $8,218, and initial Right-of-use assets in the amount of $8,333 in the accompanying unaudited Condensed Consolidated Balance Sheets. In addition, the Company had one in-process construction project under the BTS Arrangements, which is expected to be completed by the end of the second quarter of 2026.

Lease costs consist of the following:

The components of lease expenses, including base rent, variable lease costs primarily consisting of rent based on a percentage of sales and common area maintenance are included in the accompanying unaudited Condensed Consolidated Statements of Income as follows:

Three months ended March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Finance lease cost:

 

  ​

 

  ​

Amortization of right-of-use assets

$

29

$

29

Interest on lease liabilities

 

30

 

30

Operating lease cost

 

8,753

 

6,355

Variable lease cost

 

22

 

21

Short-term lease cost

 

8

 

5

Total lease costs, net

$

8,842

$

6,440

Weighted-average remaining lease terms and weighted-average discount rates for outstanding leases were as follows:

Three months ended March 31, 

2026

2025

Operating cash outflows for finance leases

30

 

30

Operating cash outflows for operating leases

7,387

 

5,455

Financing cash outflows for finance leases

17

 

16

Weighted-average remaining lease-term - finance lease

 

17.1

years

18.0

years

Weighted-average remaining lease-term - operating lease

 

18.0

years

18.6

years

Weighted-average discount rate - finance lease

 

5.49

%  

5.48

%

Weighted-average discount rate - operating lease

 

7.66

%  

7.62

%

Future minimum payments under the finance leases and operating leases with initial or remaining terms of one year or more consist of the following as of March 31, 2026:

Years ending

  ​ ​ ​

Finance leases

  ​ ​ ​

Operating leases

2026 (remaining period)

$

140

$

22,626

2027

 

188

 

30,645

2028

 

189

 

30,640

2029

 

189

 

30,929

2030

 

198

 

31,493

Thereafter

 

2,591

 

483,067

Total minimum lease payments

 

3,495

 

629,400

Less: amount representing interest

 

(1,264)

 

(300,864)

Present value of net minimum lease payments

$

2,231

$

328,536