v3.26.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2026
BW Ultimate Parent, LLC and Subsidiaries  
Long-Term Purchase Commitment [Line Items]  
Commitments and contingencies

11.

Commitments and contingencies

Purchase commitments

The Company has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Company may be liable to pay penalties to the appropriate supplier. As of March 31, 2026, the Company has fulfilled all gallonage commitments. The amounts purchased under these requirements were $288,303 and $261,635 for the three months ended March 31, 2026, and March 31, 2025, respectively.

The following provides minimum volume purchase requirements on March 31, 2026 (in thousands of gallons):

Years ending

  ​ ​ ​

2026 (remaining period)

 

123,128

2027

 

130,638

2028

 

120,000

2029

 

120,000

2030

 

60,000

Total

 

553,766

Other commitments

The Company contracts with various contractors to build its stores. As of March 31, 2026, and December 31, 2025, the Company had aggregate remaining commitments of approximately $22,744 and $9,161, respectively. These contracts are expected to be completed by the end of the second quarter 2026.

The Company invested in Intrepid Venture GP, LLC as a Limited Partner in December 2021. This investment is accounted for using the cost method. The investment requires the Company to make capital contributions in cash to the partnership from time to time up to $3,000. As of March 31, 2026, the Company had an investment balance of $1,812 included in Other assets in the accompanying unaudited Condensed Consolidated Balance Sheets and a remaining commitment totaling $1,188.

Environmental liabilities

The United States Environmental Protection Agency and several states have adopted laws and regulations relating to underground storage tanks used for petroleum products. The Company has engaged environmental consultants to continually evaluate and monitor its locations for environmental compliance and potential remediation. If remediation is required, the Company’s consultants assist in developing remediation plans and cost projections, implement remediation actions, and monitor the sites as required. It is reasonably possible that the requirement for and the cost of remediation could change in the near term as a result of (1) changes to the remediation plan as required by federal, state, or local authorities, (2) changes in technology available to treat the sites, (3) unforeseen circumstances at the site, and (4) differences between projected and actual costs. Where allowable, the Company has filed claims under its property insurance policies and with federal, state, and local agencies for ongoing maintenance and preventive care required by the Company’s insurance carriers. The Company accrues for environmental remediation liabilities when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Therefore, although the Company believes that these environmental liabilities are adequate, no assurances can be made that any costs incurred in excess of these environmental liabilities or outside of indemnifications or not otherwise covered by insurance would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. As of March 31, 2026, and December 31, 2025, the Company had an estimated liability of $3,262, recorded on an undiscounted basis in Other noncurrent liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. Amounts may be paid out over a period that extends beyond one year from March 31, 2026. Environmental remediation and maintenance expense totaled $551 for each of the three months ended March 31, 2026, and March 31, 2025, and is included in Selling, general, and administrative expenses in the accompanying unaudited Consolidated Statements of Income.

Legal proceedings

From time to time, the Company may be involved in legal or administrative proceedings or investigations arising from the conduct of its business operations, including, but not limited to, contractual disputes; employment, personnel, or accessibility matters; personal injury and property damage claims; and claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities. Claims for damages in those actions may be substantial. While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is management’s opinion, after taking into consideration legal counsel’s assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material adverse effect on the Company’s accompanying unaudited Condensed Consolidated Financial Statements.