0001564590-21-001830 | 10-Q/A | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2020	May 01, 2020
Cover [Abstract]
Entity Registrant Name	CrossAmerica Partners LP
Entity Central Index Key	0001538849
Document Type	10-Q/A
Document Period End Date	Mar. 31, 2020
Amendment Flag	true
Amendment Description	CrossAmerica Partners LP (“CrossAmerica,” the “Partnership,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2020 (the “Form 10-Q”), which was originally filed on May 7, 2020 with the U.S. Securities and Exchange Commission (the “SEC”). The sole purpose for filing this Amendment is to include summarized financial information for our investment in CST Fuel Supply, an entity in which we owned a 17.5% interest from July 1, 2015 through March 25, 2020 and that has been accounted for as an equity method investment during that period. No other changes to the contents of the Form 10-Q have been made, except as specified in this explanatory note. This Amendment inserts supplemental financial information into Note 10 to the financial statements under the heading “CST Fuel Supply Equity Interests.” We are filing this Amendment to include supplemental financial information for the period from January 1, 2020 through the date of closing on the CST Fuel Supply Exchange on March 25, 2020 in Note 10 to the financial statements in order to more clearly comply with the requirements of Regulation S-X Rule 10-01(b)(1). The inclusion of this summarized financial information of CST Fuel Supply in this Amendment does not impact or affect our consolidated financial condition or results of operations. This summarized financial information was required to be included in the Form 10-Q pursuant to Rule 10-01(b)(1) of Regulation S-X and we failed to include such information. In light of these and related omissions, this Amendment includes updated disclosure regarding our conclusions with respect to the effectiveness of our disclosure controls and procedures in Item 4. Controls and Procedures. This Amendment does not affect any other parts of, or exhibits to, the Form 10-Q, and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Form 10-Q continues to speak as of the date of the filing of the Form 10-Q, and we have not updated the disclosure contained in this Amendment to reflect events that have occurred since the filing of the Form 10-Q. Accordingly, this Amendment must be read in conjunction with the Partnership’s other filings made with the SEC subsequent to the filing of the Form 10-Q, including amendments to those filings, if any.
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Trading Symbol	CAPL
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		37,866,005
Entity Interactive Data Current	Yes
Entity Shell Company	false
Title of 12(b) Security	Common Units
Security Exchange Name	NYSE
Entity File Number	001-35711
Entity Tax Identification Number	45-4165414
Entity Address, Address Line One	600 Hamilton Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Allentown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18101
City Area Code	610
Local Phone Number	625-8000
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 8,907	$ 1,780
Accounts receivable, net of allowances of $642 and $557, respectively	28,036	38,051
Accounts receivable from related parties	1,687	4,299
Motor fuel inventory	4,945	6,230
Assets held for sale	16,331	13,231
Other current assets	5,272	5,795
Total current assets	65,178	69,386
Property and equipment, net	574,584	565,916
Right-of-use assets, net	123,831	120,767
Intangible assets, net	79,331	44,996
Goodwill	88,764	88,764
Other assets	21,184	21,318
Total assets	952,872	911,147
Current liabilities:
Current portion of debt and finance lease obligations	2,515	2,471
Current portion of operating lease obligations	25,127	23,485
Accounts payable	46,921	57,392
Accounts payable to related parties	999	431
Accrued expenses and other current liabilities	14,894	16,382
Motor fuel taxes payable	10,073	12,475
Total current liabilities	100,529	112,636
Debt and finance lease obligations, less current portion	526,981	534,859
Operating lease obligations, less current portion	104,007	100,057
Deferred tax liabilities, net	19,233	19,369
Asset retirement obligations	36,647	35,589
Other long-term liabilities	34,058	30,240
Total liabilities	821,455	832,750
Commitments and contingencies
Common units—(37,023,114 and 34,494,441 units issued and outstanding at March 31, 2020 and December 31, 2019, respectively)	132,214	78,397
Accumulated other comprehensive loss	(797)
Total equity	131,417	78,397
Total liabilities and equity	$ 952,872	$ 911,147

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Account receivable allowance	$ 642	$ 557
Shares issued	37,023,114	34,494,441
Shares outstanding	37,023,114	34,494,441

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Operating revenues	$ 391,695	$ 471,786
Costs of sales	355,966	434,709
Gross profit	35,729	37,077
Income from CST Fuel Supply equity interests	3,202	3,426
Operating expenses:
Operating expenses	10,723	15,353
General and administrative expenses	4,480	4,418
Depreciation, amortization and accretion expense	17,227	13,061
Total operating expenses	32,430	32,832
Gain (loss) on dispositions and lease terminations, net	70,931	(59)
Operating income	77,432	7,612
Other income, net	137	86
Interest expense	(5,540)	(7,337)
Income before income taxes	72,029	361
Income tax (benefit) expense	(32)	149
Net income	72,061	212
IDR distributions	(133)	(133)
Net income available to limited partners	$ 71,928	$ 79
Basic and diluted earnings per common unit	$ 2.00	$ 0.00
Weighted-average limited partner units:
Basic common units	35,994,972	34,444,113
Diluted common units	35,995,933	34,456,465
Supplemental information:
(a) Includes excise taxes of:	$ 14,937	$ 20,444
(a) Includes rent income of:	22,688	21,638
(b) Includes rent expense of:	$ 6,920	$ 6,659

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income	$ 72,061	$ 212
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion expense	17,227	13,061
Amortization of deferred financing costs	261	290
Credit loss expense	91	49
Deferred income taxes	(136)	(666)
Equity-based employee and director compensation expense	31	202
(Gain) loss on dispositions and lease terminations, net	(70,931)	59
Changes in operating assets and liabilities, net of acquisitions	(810)	(2,209)
Net cash provided by operating activities	17,794	10,998
Cash flows from investing activities:
Principal payments received on notes receivable	87	85
Proceeds from sale of assets	5,032
Capital expenditures	(5,382)	(7,078)
Net cash provided by (used) in investing activities	15,672	(6,993)
Cash flows from financing activities:
Borrowings under the revolving credit facility	19,000	31,834
Repayments on the revolving credit facility	(26,500)	(13,334)
Payments of long-term debt and finance lease obligations	(595)	(552)
Payment of deferred financing costs		(613)
Distributions paid on distribution equivalent rights	(1)	(16)
Distributions paid to holders of the IDRs	(133)	(133)
Distributions paid on common units	(18,110)	(18,083)
Net cash used in financing activities	(26,339)	(897)
Net increase in cash and cash equivalents	7,127	3,108
Cash and cash equivalents at beginning of period	1,780	3,191
Cash and cash equivalents at end of period	8,907	$ 6,299
Circle K Stores Inc. [Member]
Cash flows from investing activities:
Proceeds from sale of assets	$ 15,935

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public [Member]	Incentive Distributions Rights [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2018	$ 110,933	$ 110,933
Balance, Common Units at Dec. 31, 2018		34,444,113
Transition adjustment upon adoption of ASC 842, net of tax	28,896	$ 28,896
Net income (loss) and comprehensive income (loss)	212	79	$ 133
Other comprehensive loss
Distributions paid	(18,232)	(18,099)	(133)
Balance at Mar. 31, 2019	121,809	$ 121,809
Balance, Common Units at Mar. 31, 2019		34,444,113
Balance at Dec. 31, 2019	78,397	$ 78,397
Balance, Common Units at Dec. 31, 2019		34,494,441
Net income (loss) and comprehensive income (loss)	72,061	$ 71,928	133
Other comprehensive loss
Unrealized loss on interest rate swap contract	(786)			$ (786)
Realized gain on interest rate swap contract reclassified from AOCI into interest expense	(11)			(11)
Total other comprehensive loss	(797)			(797)
Comprehensive income (loss)	71,264	71,928	133	(797)
Distributions paid	(18,244)	$ (18,111)	$ (133)
Issuance of units to the Topper Group in connection, Units		2,528,673
Balance at Mar. 31, 2020	$ 131,417	$ 132,214		$ (797)
Balance, Common Units at Mar. 31, 2020		37,023,114

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Description of Business and Other Disclosures

Note 1.DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Purchase of the General Partner by the Topper Group

On November 19, 2019, subsidiaries of DMP purchased from subsidiaries of Circle K: 1) 100% of the membership interests in the sole member of the General Partner; 2) 100% of the IDRs issued by the Partnership; and 3) an aggregate of 7,486,131 common units of the Partnership. Joseph V. Topper, Jr. is the founder and, since November 19, 2019, chairman of the Board.

Through its control of DMP, the Topper Group controls the sole member of our General Partner and has the ability to appoint all of the members of the Board and to control and manage the operations and activities of the Partnership. As of May 1, 2020, the Topper Group also has beneficial ownership of a 48.9% limited partner interest in the Partnership.

Description of Business

Our business consists of:

•

the wholesale distribution of motor fuels;

•

the retail distribution of motor fuels to end customers at retail sites operated by commission agents or through September 2019, us;

•

the owning or leasing of retail sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the retail sites; and to a lesser extent,

•

through September 2019, the operation of retail sites.

The financial statements reflect the consolidated results of the Partnership and its wholly owned subsidiaries. Our primary operations are conducted by the following consolidated wholly owned subsidiaries:

•

LGW, which distributes motor fuels on a wholesale basis and generates qualifying income under Section 7704(d) of the Internal Revenue Code;

•

LGPR, which functions as our real estate holding company and holds assets that generate qualifying rental income under Section 7704(d) of the Internal Revenue Code; and

•

LGWS, which owns and leases (or leases and sub-leases) real estate and personal property used in the retail distribution of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS sells motor fuel on a retail basis at sites operated by commission agents. Through September 2019, LGWS also distributed motor fuels on a retail basis and sold convenience merchandise items to end customers at company operated retail sites. Income from LGWS generally is not qualifying income under Section 7704(d) of the Internal Revenue Code. See Note 4 for information related to our acquisition of retail and wholesale assets that closed on April 14, 2020.

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2019 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. The COVID-19 pandemic is anticipated to cause additional impacts to our business. See the “COVID 19 Pandemic” section below.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

Reclassification

Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income or total equity.

Significant Accounting Policies

Certain new accounting pronouncements have become effective for our financial statements, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures, other than as described below.

Interest Rate Swap Contracts

The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivative instruments as either assets or liabilities on the balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in accumulated other comprehensive income and reclassified to interest expense as the interest payments on our credit facility are made.

The portion of derivative positions that are anticipated to settle within a year are included in other current assets and accrued expenses and other current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded in other assets or other long-term liabilities.

Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the statements of cash flows, consistent with the classification of the hedged interest payments on our credit facility.

See Note 9 for information related to our interest rate swap contracts.

Financial Instrument Credit Losses

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This standard requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Expanded disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The impact of adopting this guidance effective January 1, 2020 was not material.

The primary financial instrument within the scope of this guidance is our accounts receivable, which mainly result from the sale of motor fuels to customers and, to a lesser extent, rental fees for retail sites. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer based on an evaluation of the customer’s financial condition. In certain circumstances, collateral may be required from the customer and fuel and lease agreements are generally cross-collateralized when applicable. Receivables are recorded at face value, without interest or discount.

The allowance for credit losses is generally based upon historical experience while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Credit loss expense is included in general and administrative expenses. We review all accounts receivable balances on at least a quarterly basis. The impact of applying the new expected loss model did not result in a significantly different allowance from that determined under the incurred loss model previously applied.

See Note 16 for additional information on receivables.

New Accounting Guidance Pending Adoption – Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance, such as the accounting for a franchise tax (or similar tax) that is partially based on income. This standard is effective January 1, 2021 for the Partnership. The Partnership is assessing the impact of adopting this guidance on its financial statements.

Concentration Risk

For the three months ended March 31, 2020, we distributed 6% of our total wholesale distribution volumes to DMS and DMS accounted for 5% of our rental income. For the three months ended March 31, 2019, we distributed 8% of our total wholesale distribution volumes to DMS and DMS accounted for 9% of our rental income. See Note 4 for information on the termination of the master lease and master fuel supply agreements with DMS in connection with our acquisition of retail and wholesale assets.

For the three months ended March 31, 2020, we distributed 5% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 12% of our rental income from Circle K. For the three months ended March 31, 2019, we distributed 7% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 19% of our rental income from Circle K.

For more information regarding transactions with DMS and Circle K, see Note 10.

For the three months ended March 31, 2020, our wholesale business purchased approximately 24%, 23%, 13% and 11% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. For the three months ended March 31, 2019, our wholesale business purchased approximately 26%, 25%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the three months ended March 31, 2020 and 2019.

COVID-19 Pandemic

During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that have reached pandemic proportions.

The impact of COVID-19 to the results for the first quarter of 2020 was not material. However, we experienced a decrease in fuel volume starting in mid-to-late March and continuing through April. For the first quarter of 2020, the negative impact of the volume decrease on fuel gross profit was offset by the positive impact from the decline in crude prices, which increased DTW margins.

As a result of the implications of COVID-19, we assessed property and equipment, other long-lived assets and goodwill for impairment and concluded no assets were impaired as of March 31, 2020. See Note 6 for information regarding impairment charges related primarily to classifying sites as assets held for sale.

We cannot predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions.

Asset Exchange Transaction With Circle K

3 Months Ended

Mar. 31, 2020

Asset Exchange Agreement [Abstract]

Asset Exchange Transaction With Circle K

Note 2. ASSET EXCHANGE TRANSACTION WITH CIRCLE K

Third Asset Exchange

On February 25, 2020, the closing of the third tranche of asset exchanges under the Asset Exchange Agreement, entered into with Circle K on December 17, 2018 (the “Asset Exchange Agreement”), occurred (the “Third Asset Exchange”). In this Third Asset Exchange, Circle K transferred to the Partnership ten (all fee) U.S. company operated convenience and fuel retail stores (“CK Properties”) having an aggregate fair value of approximately $11.0 million, and the Partnership transferred to Circle K the real property for five of the master lease properties (“CAPL Properties”) having an aggregate fair value of approximately $10.3 million.

In connection with the closing of the Third Asset Exchange, the stores transferred by Circle K were dealerized as contemplated by the Asset Exchange Agreement and Circle K’s rights under the dealer agreements and agent agreements that were entered into in connection therewith were assigned to the Partnership.

We accounted for the first two tranches of the asset exchange as transactions between entities under common control as our General Partner was owned by Circle K at the time of closing on those transactions. Since our General Partner was acquired by the Topper Group in November 2019, the Partnership and Circle K are not entities under common control at the time of closing on the Third Asset Exchange. As such, we have recognized a gain on the sale of the five CAPL properties of $1.8 million in the statement of operations. Additionally, we recorded the following to reflect the acquisition of the CK Properties in the Third Asset Exchange (in thousands):

Property and equipment, net	$	9,922
Intangible assets, net		1,336
Total assets		11,258

Asset retirement obligations		293
Net assets acquired	$	10,965

Through the Third Asset Exchange, the fair value of the CAPL Properties we have divested exceeds the fair value of the CK Properties we have acquired by $0.7 million. After the final tranche closing, any net valuation difference will be paid by the party owing such amount to the other.

Fourth and Fifth Asset Exchanges

We closed on the fourth and fifth tranches of the asset exchanges on April 7, 2020 and May 5, 2020, respectively. The stores transferred by Circle K were dealerized as contemplated by the Asset Exchange Agreement and Circle K’s rights under the dealer agreements and agent agreements that were entered into in connection therewith were assigned to the Partnership.

In this fourth asset exchange, Circle K transferred to the Partnership 13 (11 fee; 2 leased) U.S. company operated convenience and fuel retail stores having an aggregate fair value of approximately $13.1 million, and the Partnership transferred to Circle K the real property for seven of the master lease properties having an aggregate fair value of approximately $12.8 million.

In the fifth asset exchange, Circle K transferred to the Partnership 29 (22 fee; 7 leased) U.S. company operated convenience and fuel retail stores having an aggregate fair value of approximately $31.5 million, and the Partnership transferred to Circle K the real property for 13 of the master lease properties having an aggregate fair value of approximately $31.7 million.

There are 24 CK Properties and four CAPL Properties remaining to be exchanged, which are anticipated to close in the second half of 2020.

CST Fuel Supply Exchange Agreement

3 Months Ended

Mar. 31, 2020

Transfers And Servicing [Abstract]

CST Fuel supply Exchange Agreement

Note 3. CST FUEL SUPPLY EXCHANGE AGREEMENT

Effective March 25, 2020, pursuant to the terms of the previously announced CST Fuel Supply Exchange Agreement dated as of November 19, 2019 (the “CST Fuel Supply Exchange Agreement”), between the Partnership and Circle K, Circle K transferred to the Partnership 33 owned and leased convenience store properties (the “Properties”) and certain assets (including fuel supply agreements) relating to such Properties, as well as U.S. wholesale fuel supply contracts covering 333 additional sites (the “DODO Sites”), subject to certain adjustments, and, in exchange therefore, the Partnership transferred to Circle K all of the limited partnership units in CST Fuel Supply that were owned by the Partnership, which represent 17.5% of the outstanding units of CST Fuel Supply (collectively, the “CST Fuel Supply Exchange”). Twelve Properties and 49 DODO Sites (collectively, the “Removed Properties”) were removed from the Exchange Transaction prior to closing, and Circle K made an aggregate payment of approximately $13.4 million to us at closing in lieu of the Removed Properties, in each case, pursuant to the terms and conditions of the CST Fuel Supply Exchange Agreement.

The assets exchanged by Circle K included (a) fee simple title to all land and other real property and related improvements owned by Circle K at the Properties, (b) Circle K’s leasehold interest in all land and other real property and related improvements leased by Circle K at the Properties, (c) all buildings and other improvements and permanently attached machinery, equipment and other fixtures located on the Properties, (d) all tangible personal property owned by Circle K on the Properties, including all underground storage tanks located on the Properties, (e) all of Circle K’s rights under the dealer agreements related to the Properties and the DODO Sites, (f) Circle K’s rights under the leases to the leased Properties and all tenant leases and certain other contracts related to the Properties, (g) all fuel inventory owned by Circle K and stored in the underground storage tanks at locations operated by dealers that are independent commission marketers, (h) all assignable permits related to the Properties and related assets owned by Circle K, (i) all real estate records and related registrations and reports and other books and records of Circle K to the extent relating to the Properties, and (j) all other intangible assets associated with the foregoing assets (collectively, the “Assets”). The Partnership will also assume certain liabilities associated with the Assets.

The Partnership and Circle K have agreed to indemnify each other for, among other things, breaches of their respective representations and warranties contained in the CST Fuel Supply Exchange Agreement for a period of 18 months after the date of closing (except for certain fundamental representations and warranties, which survive until the expiration of the applicable statute of limitations) and for breaches of their respective covenants and for certain liabilities assumed or retained by the Partnership or Circle K, respectively. The respective indemnification obligations of each of the Partnership and Circle K to the other are subject to the limitations set forth in the CST Fuel Supply Exchange Agreement.

In connection with the execution of the CST Fuel Supply Exchange Agreement, the Partnership and Circle K also entered into an Environmental Responsibility Agreement, dated as of November 19, 2019 (the “Environmental Responsibility Agreement”), which agreement sets forth the parties’ respective liabilities and obligations with respect to environmental matters relating to the Properties. As further described in the Environmental Responsibility Agreement, Circle K will retain liability for known environmental contamination or non-compliance at the Properties, and the Partnership will assume liability for unknown environmental contamination and non-compliance at the Properties.

The terms of the CST Fuel Supply Exchange Agreement were approved by the independent conflicts committee of the Board.

In connection with closing on the CST Fuel Supply Exchange, on March 25, 2020, we entered into a limited consent (the “Consent”) to our credit facility, among the Partnership, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent. Pursuant to the Consent, the lenders consented to the consummation of the CST Fuel Supply Exchange.

The fair value of our investment in CST Fuel Supply that was divested and the Assets acquired was $69.0 million based on a discounted cash flow analysis. We accounted for the divestiture of our investment in CST Fuel Supply under ASC 860, “Transfers and Servicing.” We recorded a gain on the divestiture of our investment in CST Fuel Supply of $67.6 million in the first quarter of 2020, representing the fair value of assets received less the carrying value of the investment exchanged. We have no involvement with CST Fuel Supply subsequent to closing on the CST Fuel Supply Exchange. Additionally, we recorded the following to reflect the acquisition of the Assets (in thousands):

Motor fuel inventory	$	854
Property and equipment, net		23,590
Right-of-use assets, net		4,168
Intangible assets, net		35,636
Total assets	$	64,248

Accounts payable	$	264
Current portion of operating lease obligations		1,129
Operating lease obligations, less current portion		5,479
Asset retirement obligations		1,240
Other long-term liabilities		3,086
Total liabilities	$	11,198
Net assets acquired	$	53,050

Cash received from Circle K in lieu of Removed Properties	$	13,439
Cash received from Circle K related to net liabilities assumed		2,496
Total cash received from Circle K	$	15,935
Total fair value of assets received in CST Fuel Supply Exchange	$	68,985

Retail and Wholesale Acquisition

3 Months Ended

Mar. 31, 2020

Business Combinations [Abstract]

Retail and Wholesale Acquisition

Note 4. RETAIL AND WHOLESALE ACQUISITION

On April 14, 2020, we closed on an asset purchase agreement (“Asset Purchase Agreement”) with the sellers (“Sellers”) signatories thereto, including certain entities affiliated with Joseph V. Topper, Jr. Pursuant to the Asset Purchase Agreement, we completed the acquisition of the retail operations at 169 sites (154 company operated sites and 15 commission sites), wholesale fuel distribution to 110 sites, including 53 third-party wholesale dealer contracts, and leasehold interests in 62 sites.

The Asset Purchase Agreement provides for an aggregate consideration of $36 million, exclusive of inventory and in-store cash, with approximately $21 million paid in cash and 842,891 newly-issued common units valued at $15 million and calculated based on the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the announcement of the transaction. The 842,891 common units were issued to entities controlled by Joseph V. Topper, Jr. The cash portion of the purchase consideration is subject to customary post-closing adjustments pending satisfaction of conditions set forth in the Asset Purchase Agreement. The cash portion of the purchase price was financed with borrowings under our credit facility.

In connection with the closing of the transactions contemplated under the Asset Purchase Agreement, we assumed certain contracts with third parties and affiliates necessary for the continued operation of the sites, including agreements with dealers and franchise agreements. Further, we have entered into customary triple-net ten-year master leases with certain affiliates of the Topper Group, with an aggregate annual rent of $8.1 million payable by the Partnership.

In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, our contracts with one of the Sellers, DMS, were terminated and DMS is no longer a customer or lessee of the Partnership.

In addition, the parties performed Phase I environmental site assessments with respect to certain sites. The Sellers agreed to retain liability for known environmental contamination or non-compliance at certain sites, and the Partnership agreed to assume liability for unknown environmental contamination and non-compliance at certain sites.

Further, the Asset Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by Sellers and the Partnership, respectively, to each other. The indemnification obligations must be asserted within 18 months of the closing and are limited to an aggregate of $7.2 million for each party.

The terms of the Asset Purchase Agreement were approved by the independent conflicts committee of the Board.

Assets Held for Sale

3 Months Ended

Mar. 31, 2020

Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]

Assets Held for Sale

Note 5. ASSETS HELD FOR SALE

We have classified 35 sites and 24 sites as held for sale at March 31, 2020 and December 31, 2019, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):

	March 31,			December 31,
	2020			2019
Land	$	12,372		$	10,082
Buildings and site improvements		5,360			5,178
Equipment		1,653			1,383
Total		19,385			16,643
Less accumulated depreciation		(3,054	)		(3,412	)
Assets held for sale	$	16,331		$	13,231

During the first quarter of 2020, we sold six properties for $5.0 million of proceeds, resulting in a gain of $1.6 million.

The increase in the number of sites classified as assets held for sale is related to our ongoing real estate rationalization effort.

Property and Equipment

3 Months Ended

Mar. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment

Note 6. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

	March 31,			December 31,
	2020			2019
Land	$	261,404		$	257,131
Buildings and site improvements		297,326			296,411
Leasehold improvements		9,484			9,350
Equipment		202,220			194,997
Construction in progress		5,700			4,638
Property and equipment, at cost		776,134			762,527
Accumulated depreciation and amortization		(201,550	)		(196,611	)
Property and equipment, net	$	574,584		$	565,916

We recorded an impairment charge of $5.2 million during the three months ended March 31, 2020, included within depreciation, amortization and accretion expenses on the statement of operations.

See Notes 2 and 3 for information related to the closing of the Third Asset Exchange and the CST Fuel Supply Exchange.

Intangible Assets

3 Months Ended

Mar. 31, 2020

Intangible Assets Net Excluding Goodwill [Abstract]

Intangible Assets

Note 7. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

	March 31, 2020							December 31, 2019
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	161,451	$	(82,391	)	$	79,060	$	124,479	$	(79,791	)	$	44,688
Trademarks		1,078		(1,078	)		—		1,078		(1,072	)		6
Covenant not to compete		4,552		(4,281	)		271		4,552		(4,250	)		302
Total intangible assets	$	167,081	$	(87,750	)	$	79,331	$	130,109	$	(85,113	)	$	44,996

See Notes 2 and 3 for information related to the closing of the Third Asset Exchange and the CST Fuel Supply Exchange.

Debt

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debt

Note 8. DEBT

Our balances for long-term debt and finance lease obligations are as follows (in thousands):

	March 31,		December 31,
	2020		2019
Revolving credit facility	$	511,500	$	519,000
Finance lease obligations		22,035		22,630
Total debt and finance lease obligations		533,535		541,630
Current portion		2,515		2,471
Noncurrent portion		531,020		539,159
Deferred financing costs, net		4,039		4,300
Noncurrent portion, net of deferred financing costs	$	526,981	$	534,859

Our revolving credit facility is secured by substantially all of our assets. Letters of credit outstanding at March 31, 2020 and December 31, 2019 totaled $5.4 million. The amount of availability under the credit facility at March 31, 2020, after taking into consideration debt covenant restrictions, was $163.6 million.

Financial Covenants and Interest Rate

The credit facility contains certain financial covenants. We are required to maintain a consolidated leverage ratio for the most recently completed four fiscal quarters of 4.75 to 1.00. Such threshold is increased to 5.50 to 1.00 for the quarter during a specified acquisition period (as defined in the credit facility). Upon the occurrence of a qualified note offering (as defined in the credit facility), the consolidated leverage ratio when not in a specified acquisition period is increased to 5.25 to 1.00, while the specified acquisition period threshold remains 5.50 to 1.00. Upon the occurrence of a qualified note offering, we are also required to maintain a consolidated senior secured leverage ratio (as defined in the credit facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a specified acquisition period. We are also required to maintain a consolidated interest coverage ratio (as defined in the credit facility) of at least 2.50 to 1.00. As of March 31, 2020, we were in compliance with these financial covenants.

Our borrowings under the revolving credit facility had a weighted-average interest rate of 3.34% as of March 31, 2020 (LIBOR plus an applicable margin, which was 2.25% as of March 31, 2020).

See Note 9 for information related to entering into interest rate swap contracts.

Interest Rate Swap Contracts

3 Months Ended

Mar. 31, 2020

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 9. INTEREST RATE SWAP CONTRACTS

On March 26, 2020, we entered into an interest rate swap contract to hedge against interest rate volatility on our variable rate borrowings under the credit facility. The interest payments on our credit facility vary based on monthly changes in the one-month LIBOR and changes, if any, in the applicable margin, which is based on our leverage ratio as further discussed in Note 8. The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. This interest rate swap contract has been designated as a cash flow hedge and is expected to be highly effective.

The fair value of this interest rate swap contract, which is included in accrued expenses and other current liabilities and other long-term liabilities, totaled $0.8 million at March 31, 2020. See Note 12 for additional information on the fair value of the interest rate swap contract.

We report the unrealized gains and losses on our interest rate swap contract designated as a highly effective cash flow hedge as a component of other comprehensive income and reclassify such gains and losses into earnings in the same period during which the hedged interest expense is recorded. Net realized gains and losses from settlements of the interest rate swap contract were insignificant for the three months ended March 31, 2020.

We currently estimate that a loss of $0.3 million will be reclassified from accumulated other comprehensive loss into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

On April 15, 2020, we entered into two additional interest rate swap contracts, each with notional amounts of $75 million, a fixed rate of 0.38% and that mature on April 1, 2024. These interest rate swap contracts have also been designated as cash flow hedges and are expected to be highly effective.

Related-Party Transactions

3 Months Ended

Mar. 31, 2020

Related-Party Transactions

Note 10. RELATED-PARTY TRANSACTIONS

Transactions with Affiliates of Members of the Board

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from motor fuel sales and rental income from DMS were as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Revenues from motor fuel sales to DMS	$	22,109	$	34,120
Rental income from DMS		1,213		1,946

Accounts receivable from DMS totaled $1.1 million and $4.1 million at March 31, 2020 and December 31, 2019, respectively.

In March 2019, we entered into an amendment of the master lease and master fuel supply agreements with DMS. These amendments included the following provisions:

•

DMS severed 17 sites from the master lease. Since April 1, 2019, DMS has not been charged rent on these sites. We transitioned substantially all of these sites to other dealers by June 30, 2019.

•

Rental income from DMS for the remainder of the lease term was reduced effective April 1, 2019 by $0.5 million annually.

•

The markup charged on fuel deliveries to the remaining 85 DMS sites covered by the master fuel supply agreement was reduced effective April 1, 2019 by $0.01 per gallon and by an additional $0.005 per gallon effective January 1, 2020.

DMS severed 12 sites in January 2020 from the master lease and master fuel supply agreements.

See Note 4 regarding the termination of the master lease and master fuel supply agreements with DMS in connection with the acquisition of retail and wholesale assets that closed April 14, 2020.

Revenues from rental income from TopStar, an entity affiliated with Joseph V. Topper, Jr., were $0.1 million for the three months ended March 31, 2020 and were insignificant for the three months ended March 31, 2019.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $0.3 million for the three months ended March 31, 2020 and 2019.

Topper Group Omnibus Agreement

On January 15, 2020, the Partnership entered into an Omnibus Agreement, effective as of January 1, 2020 (the “Topper Group Omnibus Agreement”), among the Partnership, the General Partner and DMI. The terms of the Topper Group Omnibus Agreement were approved by the conflicts committee of the Board, which is composed of the independent directors of the Board.

Pursuant to the Topper Group Omnibus Agreement, DMI has agreed, among other things, to provide, or cause to be provided, to the General Partner for the benefit of the Partnership, at cost without markup, certain management, administrative and operating services, which services were previously provided by Circle K under the Transitional Omnibus Agreement, dated as of November 19, 2019, among the Partnership, the General Partner and Circle K.

The Topper Group Omnibus Agreement will continue in effect until terminated in accordance with its terms. The Topper Group has the right to terminate the Topper Group Omnibus Agreement at any time upon 180 days’ prior written notice, and the General Partner has the right to terminate the Topper Group Omnibus Agreement at any time upon 60 days’ prior written notice.

We incurred expenses under the Topper Group Omnibus Agreement totaling $3.5 million for the three months ended March 31, 2020. Such expenses are included in operating expenses and general and administrative expenses in the statement of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Topper Group Omnibus Agreement totaled $0.6 million at March 31, 2020.

IDR and Common Unit Distributions

We distributed $0.1 million to the Topper Group related to its ownership of our IDRs and $7.9 million related to its ownership of our common units during the three months ended March 31, 2020, respectively. See Note 15 for information regarding the elimination of the IDRs.

Maintenance and Environmental Costs

Certain maintenance and environmental monitoring and remediation activities are performed by an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.1 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively. Accounts payable to this related party amounted to $0.2 million and $0.1 million at March 31, 2020 and December 31, 2019, respectively.

Principal Executive Offices

Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from the Topper Group that the Topper Group leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board. Rent expense amounted to $0.2 million for the three months ended March 31, 2020 and 2019.

Public Relations and Website Consulting Services

We have engaged a company affiliated with a member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2020 and 2019.

Transactions with Circle K

As a result of the GP Purchase, Circle K is no longer a related party from November 19, 2019 forward. However, for comparability purposes, we have disclosed balance sheet disclosures as of March 31, 2020 and December 31, 2019 and income statement amounts for transactions with Circle K for the three months ended March 31, 2020 and 2019.

Fuel Sales and Rental Income

We sell wholesale motor fuel under a master fuel distribution agreement to 46 Circle K retail sites and lease real property on 40 retail sites to Circle K under a master lease agreement, each having initial 10-year terms. The master fuel distribution agreement provides us with a fixed wholesale mark-up per gallon. The master lease agreement is a triple net lease.

Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Revenues from motor fuel sales to Circle K	$	29,224	$	33,315
Rental income from Circle K		2,669		4,198

Accounts receivable from Circle K for fuel amounted to $1.1 million and $3.1 million at March 31, 2020 and December 31, 2019, respectively.

CST Fuel Supply Equity Interests

CST Fuel Supply provides wholesale motor fuel distribution to the majority of CST’s legacy U.S. retail sites at cost plus a fixed markup per gallon. From July 1, 2015 through the closing of the CST Fuel Supply Exchange, we owned a 17.5% total interest in CST Fuel Supply. We accounted for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply equity interests” on our statement of operations, which amounted to $3.2 million and $3.4 million for the three months ended March 31, 2020 and 2019, respectively.

See Note 3 for information regarding the CST Fuel Supply Exchange.

CST Fuel Supply purchases gasoline for immediate distribution to specified retail locations through a supply contract with Valero. Fuel purchases are priced at the prevailing daily rack rates at terminals serving the specified locations. Revenues of CST Fuel Supply represent a $0.05 fixed markup on cost of gallons purchased. As a result of the pass-through nature of the fuel supply operations of CST Fuel Supply, we have presented supplemental income statement information beginning with gross profit as the most meaningful measure relevant to users. CST Fuel Supply does not enter into any other transactions beyond the purchase and resale activities described above. Supplemental income statement information for CST Fuel Supply was as follows (in thousands):

	Period from
	January 1		Three Months
	through		Ended
	March 25,		March 31,
	2020		2019
Gross profit	$	17,820	$	21,013
Net income		17,476		20,604

Purchase of Fuel from Circle K

We purchase the fuel supplied to the following sets of sites from Circle K:

•

retail sites acquired in the Jet-Pep Assets acquisition;

•

Franchised Holiday Stores in the Upper Midwest (we no longer pay a franchise fee to Circle K due to the dealerization of these sites in the third quarter of 2019; however, for the three months ended March 31, 2019, such franchise fees were $0.4 million);

•

retail sites in which we have a leasehold interest that we acquired from Circle K in March and May of 2018;

•

retail sites acquired from CST in February 2015;

•

retail sites acquired from Circle K in the asset exchange transactions; and

•

certain other retail sites at which we are evaluating our fuel supply options.

In total, we purchased $36.8 million and $37.4 million of motor fuel from Circle K for the three months ended March 31, 2020 and 2019, respectively.

Effective February 1, 2018, Couche-Tard began renegotiating fuel carrier agreements, including our wholesale transportation agreements, with third party carriers. The independent conflicts committee of our Board approved an amendment to the Circle K Omnibus Agreement effective February 1, 2018 providing for the payment by us to an affiliate of Couche-Tard of a commission based on the volume purchased by us on the renegotiated wholesale transportation contracts. This commission is to compensate such affiliate of Couche-Tard for its services in connection with the renegotiations of our fuel carrier agreements with third party carriers, which resulted in overall reductions in transportation costs to us. This commission was insignificant for the three months ended March 31, 2020 and was $0.2 million for the three months ended March 31, 2019.

Amounts payable to Circle K related to these fuel purchases and freight commissions totaled $2.0 million and $4.7 million at March 31, 2020 and December 31, 2019, respectively.

Transitional Omnibus Agreement, Circle K Omnibus Agreement and Management Fees

Upon the closing of the GP Purchase, the Partnership entered into a Transitional Omnibus Agreement, dated as of November 19, 2019 (the “Transitional Omnibus Agreement”), among the Partnership, the General Partner and Circle K. Pursuant to the Transitional Omnibus Agreement, Circle K agreed, among other things, to continue to provide, or cause to be provided, to the Partnership certain management, administrative and operating services, as provided under the Circle K Omnibus Agreement through June 30, 2020 with respect to certain services, unless earlier terminated or unless the parties extend the term of certain services.

We incurred expenses under the Transitional Omnibus Agreement and Circle K Omnibus Agreement, including incentive compensation costs and non-cash stock-based compensation expense, totaling $2.9 million for the three months ended March 31, 2019. Such expenses are included in operating expenses and general and administrative expenses in the statement of operations.

Amounts payable to Circle K related to expenses incurred by Circle K on our behalf in accordance with the Transitional Omnibus Agreement totaled $8.6 million and $11.5 million at March 31, 2020 and December 31, 2019, respectively. The liability balance at March 31, 2020 and December 31, 2019 includes omnibus charges that will be paid in equal quarterly payments through December 31, 2021. As such, $3.5 million and $4.6 million is classified within other noncurrent liabilities at March 31, 2020 and December 31, 2019, respectively.

In addition, from January 1, 2020 until the closing of the CST Fuel Supply Exchange, the General Partner will provide Circle K with certain administrative and operational services, on the terms and conditions set forth in the Transitional Omnibus Agreement. We recorded $0.5 million of income from such services as a reduction of operating expenses on our statement of operations for the period from January 1, 2020 through the closing of the CST Fuel Supply Exchange.

IDR and Common Unit Distributions

We distributed $0.1 million to Circle K related to its ownership of our IDRs and $3.9 million related to its ownership of our common units during the three months ended March 31, 2019, respectively.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contract year, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given year. We did not incur any significant penalties during the three months ended March 31, 2020 or 2019.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

As part of Circle K’s acquisition of Holiday Stationstores, LLC, the FTC issued a decree in which nine sites were required to be divested. These sites were divested in September 2018, after the June 15, 2018 deadline specified in the FTC orders. As a result, Couche-Tard and/or the Partnership may be subject to civil penalties, up to a maximum allowed by law of $41,000 per day per violation of the FTC divestiture orders. Circle K has agreed to indemnify us for any such penalties and associated legal costs and as such, we have not accrued any liability.

Environmental Matters

We currently own or lease retail sites where refined petroleum products are being or have been handled. These retail sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.

We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions.

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $4.1 million and $3.4 million at March 31, 2020 and December 31, 2019, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $3.6 million and $3.0 million at March 31, 2020 and December 31, 2019, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

The estimates used in these loss accruals are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims.

Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. Under the Circle K Omnibus Agreement, the Predecessor Entity must indemnify us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. Such indemnification survives the termination of the Circle K Omnibus Agreement. As such, these environmental liabilities and indemnification assets are not recorded on the balance sheet of the Partnership.

Similarly, Circle K has indemnified us with respect to known contamination at the sites it has transferred to us under the Asset Exchange Agreement and CST Fuel Supply Exchange Agreement. As such, these environmental liabilities and indemnification assets are not recorded on the balance sheet of the Partnership.

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 12. FAIR VALUE MEASUREMENTS

We measure and report certain financial and non-financial assets and liabilities on a fair value basis. 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). U.S. GAAP 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.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2020 or 2019.

As further discussed in Note 9, in March 2020, we entered into an interest rate swap contract. We used an income approach to measure the fair value of this contract, utilizing a forward LIBOR yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2.

As further discussed in Note 13, we have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are classified as Level 1.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2020 and December 31, 2019 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values of $511.5 million as of March 31, 2020 and $519.0 million as of December 31, 2019, due to the frequency with which interest rates are reset and the consistency of the market spread.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Equity-Based Compensation

3 Months Ended

Mar. 31, 2020

Equity Based Compensation [Abstract]

Equity-Based Compensation

Note 13. EQUITY-BASED COMPENSATION

Partnership Equity-Based Awards

There was no new CrossAmerica equity-based award activity for the three months ended March 31, 2020.

CrossAmerica equity-based compensation expense was insignificant and $0.1 million for the three months ended March 31, 2020 and 2019, respectively. The liability for CrossAmerica equity-based awards was insignificant for both March 31, 2020 and December 31, 2019.

CST Equity-Based Awards

Equity-based compensation expense for CST equity-based awards charged to us under the Transitional Omnibus Agreement and the Circle K Omnibus Agreement was insignificant for the three months ended March 31, 2020 and $0.1 million for the three months ended March 31, 2019.

Income Taxes

3 Months Ended

Mar. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

Note 14. INCOME TAXES

As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period presented.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiary, LGWS. Current and deferred income taxes are recognized on the earnings of LGWS. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed on March 27, 2020, which establishes a five-year carryback of net operating losses (NOLs) generated in 2018, 2019 and 2020 and temporarily suspends the 80% limitation on the use of NOLs in 2018, 2019 and 2020. The CARES Act also increases the adjusted taxable income limitation from 30% to 50% for business interest deductions under IRC Section 163(j) for 2019 and 2020. The CARES Act did not have a material impact on our financial statements for the first quarter of 2020, although we continue to assess its implications.

We recorded an insignificant income tax benefit and income tax expense of $0.1 million for the three months ended March 31, 2020 and 2019, respectively, as a result of the income/losses generated by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS is subject to income tax.

Net Income Per Limited Partner Unit

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 15. NET INCOME PER LIMITED PARTNER UNIT

In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income, after deducting the IDRs, by the weighted-average number of outstanding common units.

Since February 6, 2020, our common units are the only participating securities. See “Equity Restructuring” below for additional information.

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per limited partner unit for the following periods (in thousands, except unit and per unit amounts):

	Three Months Ended March 31,
	2020		2019
Numerator:
Distributions paid	$	18,111	$	18,099
Allocation of distributions in excess of net income		53,817		(18,020	)
Limited partners’ interest in net income - basic and diluted	$	71,928	$	79
Denominator:
Weighted-average limited partnership units outstanding - basic		35,994,972		34,444,113
Adjustment for phantom and phantom performance units		961		12,352
Weighted-average limited partnership units outstanding - diluted		35,995,933		34,456,465
Net income per limited partnership unit - basic and diluted	$	2.00	$	0.00

Distributions paid per common unit	$	0.5250	$	0.5250
Distributions declared (with respect to each respective period) per common unit	$	0.5250	$	0.5250

Distributions

Distribution activity for 2020 is as follows:

Quarter Ended

Record Date

Payment Date

Cash

Distribution

(per unit)

Cash

Distribution

(in thousands)

December 31, 2019

February 3, 2020

February 10, 2020

0.5250

18,111

March 31, 2020

May 5, 2020

May 12, 2020

0.5250

19,881

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

Equity Restructuring

On January 15, 2020, the Partnership entered into an Equity Restructuring Agreement (the “Equity Restructuring Agreement”) with the General Partner and Dunne Manning CAP Holdings II LLC (“DM CAP Holdings”), a wholly owned subsidiary of DMP.

Pursuant to the Equity Restructuring Agreement, all of the outstanding IDRs of the Partnership, all of which were held by DM CAP Holdings, were cancelled and converted into 2,528,673 newly-issued common units representing limited partner interests in the Partnership based on a value of $45 million and calculated using the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the execution of the Equity Restructuring Agreement (the “20-day VWAP”).

This transaction closed on February 6, 2020, after the record date for the distribution payable on the Partnership’s common units with respect to the fourth quarter of 2019.

Simultaneously with the closing of the equity restructuring, the General Partner executed and delivered the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Second Amended and Restated Partnership Agreement”) to give effect to the Equity Restructuring Agreement.

The Second Amended and Restated Partnership Agreement amended and restated the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 30, 2012, as amended, in its entirety to, among other items, (i) reflect the cancellation of the IDRs and (ii) eliminate certain legacy provisions that no longer apply, including provisions related to the IDRs and subordinated units of the Partnership that were formerly outstanding.

The terms of the Equity Restructuring Agreement were approved by the independent conflicts committee of the Board.

Segment Reporting

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Segment Reporting

Note 16. SEGMENT REPORTING

We conduct our business in two segments: 1) the Wholesale segment and 2) the Retail segment. The Wholesale segment includes the wholesale distribution of motor fuel to lessee dealers, independent dealers, commission agents, DMS, Circle K and through September 2019, company operated retail sites. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers. Similar to lessee dealers, we have motor fuel distribution agreements with DMS and Circle K and collect rent from both. The Retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and through September 2019, the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our Wholesale segment, we also generate revenues through leasing or subleasing real estate in our Retail segment.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, and the elimination of the Retail segment’s intersegment cost of revenues from motor fuel sales against the Wholesale segment’s intersegment revenues from motor fuel sales. The profit in ending inventory generated by the intersegment motor fuel sales is also eliminated. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

The following table reflects activity related to our reportable segments (in thousands):

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2020
Revenues from fuel sales to external customers	$	302,123	$	65,769	$	—		$	367,892
Intersegment revenues from fuel sales		47,906		—		(47,906	)		—
Rent income		20,468		2,220		—			22,688
Other revenue		1,115		—		—			1,115
Total revenues	$	371,612	$	67,989	$	(47,906	)	$	391,695

Income from CST Fuel Supply equity interests	$	3,202	$	—	$	—		$	3,202
Operating income	$	29,265	$	395	$	47,772		$	77,432

Three Months Ended March 31, 2019
Revenues from fuel sales to external customers	$	329,913	$	99,600	$	—		$	429,513
Intersegment revenues from fuel sales		75,881		—		(75,881	)		—
Revenues from food and merchandise sales		—		20,016		—			20,016
Rent income		19,636		2,002		—			21,638
Other revenue		619		—		—			619
Total revenues	$	426,049	$	121,618	$	(75,881	)	$	471,786

Income from CST Fuel Supply equity interests	$	3,426	$	—	$	—		$	3,426
Operating income (loss)	$	24,288	$	608	$	(17,284	)	$	7,612

From the dealerization of the 46 company operated sites in the third quarter of 2019 through March 31, 2020, we did not have any company operated sites. See Note 4 for information related to the acquisition of retail and wholesale assets.

Receivables relating to the revenue streams above are as follows (in thousands):

	March 31,		December 31,
	2020		2019
Receivables from fuel and merchandise sales	$	21,037	$	33,032
Receivables for rent and other lease-related charges		8,686		9,318
Total accounts receivable	$	29,723	$	42,350

Performance obligations are satisfied as fuel is delivered to the customer. Many of our contracts with our customers include minimum purchase volumes measured on a monthly basis, although such revenue is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The balance of unamortized costs incurred to obtain certain contracts with customers was $6.7 million and $6.5 million at March 31, 2020 and December 31, 2019, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.3 million for the three months ended March 31, 2020 and $0.2 million for the three months ended March 31, 2019.

Receivables from rent and other lease-related charges are generally collected at the beginning of the month.

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2020

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 17. SUPPLEMENTAL CASH FLOW INFORMATION

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
Decrease (increase):
Accounts receivable	$	9,238		$	(3,077	)
Accounts receivable from related parties		2,612			(2,933	)
Inventories		1,840			(987	)
Other current assets		479			848
Other assets		(423	)		(519	)
Increase (decrease):
Accounts payable		(10,498	)		2,838
Accounts payable to related parties		482			1,416
Motor fuel taxes payable		(2,402	)		117
Accrued expenses and other current liabilities		(1,570	)		(590	)
Other long-term liabilities		(568	)		678
Changes in operating assets and liabilities, net of acquisitions	$	(810	)	$	(2,209	)

The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions.

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2020			2019
Cash paid for interest	$	5,330		$	6,406
Cash paid for income taxes, net of refunds received		(5	)		135

Supplemental schedule of non-cash investing and financing activities (in thousands):

	Three Months Ended March 31,
	2020		2019
Lease liability arising from obtaining right-of-use assets	$	7,351	$	—

Separation Benefits

3 Months Ended

Mar. 31, 2020

Restructuring And Related Activities [Abstract]

Separation Benefits

Note 18. SEPARATION BENEFITS

We dealerized the remaining 46 company operated sites in the third quarter of 2019. As a result of communicating a plan to exit the company operated business, we recorded separation benefit costs totaling $0.4 million in the first quarter of 2019, which was paid during the first quarter of 2020.

Description of Business and Other Disclosures (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Interim Financial Statement	Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2020 and for the three months ended March 31, 2020 and 2019 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2019 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. The COVID-19 pandemic is anticipated to cause additional impacts to our business. See the “COVID 19 Pandemic” section below.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.
Reclassification	Reclassification Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income or total equity.
Interest Rate Swap Contracts	Interest Rate Swap Contracts The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivative instruments as either assets or liabilities on the balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in accumulated other comprehensive income and reclassified to interest expense as the interest payments on our credit facility are made. The portion of derivative positions that are anticipated to settle within a year are included in other current assets and accrued expenses and other current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded in other assets or other long-term liabilities. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the statements of cash flows, consistent with the classification of the hedged interest payments on our credit facility. See Note 9 for information related to our interest rate swap contracts.
Financial Instrument Credit Losses	Financial Instrument Credit Losses In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This standard requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Expanded disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The impact of adopting this guidance effective January 1, 2020 was not material. The primary financial instrument within the scope of this guidance is our accounts receivable, which mainly result from the sale of motor fuels to customers and, to a lesser extent, rental fees for retail sites. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer based on an evaluation of the customer’s financial condition. In certain circumstances, collateral may be required from the customer and fuel and lease agreements are generally cross-collateralized when applicable. Receivables are recorded at face value, without interest or discount. The allowance for credit losses is generally based upon historical experience while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Credit loss expense is included in general and administrative expenses. We review all accounts receivable balances on at least a quarterly basis. The impact of applying the new expected loss model did not result in a significantly different allowance from that determined under the incurred loss model previously applied. See Note 16 for additional information on receivables.
New Accounting Guidance Pending Adopted	New Accounting Guidance Pending Adoption – Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance, such as the accounting for a franchise tax (or similar tax) that is partially based on income. This standard is effective January 1, 2021 for the Partnership. The Partnership is assessing the impact of adopting this guidance on its financial statements.
Concentration Risk	Concentration Risk For the three months ended March 31, 2020, we distributed 6% of our total wholesale distribution volumes to DMS and DMS accounted for 5% of our rental income. For the three months ended March 31, 2019, we distributed 8% of our total wholesale distribution volumes to DMS and DMS accounted for 9% of our rental income. See Note 4 for information on the termination of the master lease and master fuel supply agreements with DMS in connection with our acquisition of retail and wholesale assets. For the three months ended March 31, 2020, we distributed 5% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 12% of our rental income from Circle K. For the three months ended March 31, 2019, we distributed 7% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 19% of our rental income from Circle K. For more information regarding transactions with DMS and Circle K, see Note 10. For the three months ended March 31, 2020, our wholesale business purchased approximately 24%, 23%, 13% and 11% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. For the three months ended March 31, 2019, our wholesale business purchased approximately 26%, 25%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the three months ended March 31, 2020 and 2019.
COVID-19 Pandemic	COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that have reached pandemic proportions. The impact of COVID-19 to the results for the first quarter of 2020 was not material. However, we experienced a decrease in fuel volume starting in mid-to-late March and continuing through April. For the first quarter of 2020, the negative impact of the volume decrease on fuel gross profit was offset by the positive impact from the decline in crude prices, which increased DTW margins. As a result of the implications of COVID-19, we assessed property and equipment, other long-lived assets and goodwill for impairment and concluded no assets were impaired as of March 31, 2020. See Note 6 for information regarding impairment charges related primarily to classifying sites as assets held for sale. We cannot predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions.

Asset Exchange Transaction With Circle K (Tables)

3 Months Ended

Mar. 31, 2020

Asset Exchange Agreement [Abstract]

Schedule of Acquisition of Properties in Third Asset Exchange Transactions

we recorded the following to reflect the acquisition of the CK Properties in the Third Asset Exchange (in thousands):

Property and equipment, net	$	9,922
Intangible assets, net		1,336
Total assets		11,258

Asset retirement obligations		293
Net assets acquired	$	10,965

CST Fuel Supply Exchange Agreement (Tables)

3 Months Ended

Mar. 31, 2020

Transfers And Servicing [Abstract]

Schedule of Acquisition of Assets

Additionally, we recorded the following to reflect the acquisition of the Assets (in thousands):

Motor fuel inventory	$	854
Property and equipment, net		23,590
Right-of-use assets, net		4,168
Intangible assets, net		35,636
Total assets	$	64,248

Accounts payable	$	264
Current portion of operating lease obligations		1,129
Operating lease obligations, less current portion		5,479
Asset retirement obligations		1,240
Other long-term liabilities		3,086
Total liabilities	$	11,198
Net assets acquired	$	53,050

Cash received from Circle K in lieu of Removed Properties	$	13,439
Cash received from Circle K related to net liabilities assumed		2,496
Total cash received from Circle K	$	15,935
Total fair value of assets received in CST Fuel Supply Exchange	$	68,985

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2020

Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]

Assets Held for Sale

	March 31,			December 31,
	2020			2019
Land	$	12,372		$	10,082
Buildings and site improvements		5,360			5,178
Equipment		1,653			1,383
Total		19,385			16,643
Less accumulated depreciation		(3,054	)		(3,412	)
Assets held for sale	$	16,331		$	13,231

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):

	March 31,			December 31,
	2020			2019
Land	$	261,404		$	257,131
Buildings and site improvements		297,326			296,411
Leasehold improvements		9,484			9,350
Equipment		202,220			194,997
Construction in progress		5,700			4,638
Property and equipment, at cost		776,134			762,527
Accumulated depreciation and amortization		(201,550	)		(196,611	)
Property and equipment, net	$	574,584		$	565,916

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

Intangible Assets Net Excluding Goodwill [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

	March 31, 2020							December 31, 2019
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	161,451	$	(82,391	)	$	79,060	$	124,479	$	(79,791	)	$	44,688
Trademarks		1,078		(1,078	)		—		1,078		(1,072	)		6
Covenant not to compete		4,552		(4,281	)		271		4,552		(4,250	)		302
Total intangible assets	$	167,081	$	(87,750	)	$	79,331	$	130,109	$	(85,113	)	$	44,996

Debt (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Summary of Balances for Long-term Debt and Finance Lease Obligations

Our balances for long-term debt and finance lease obligations are as follows (in thousands):

	March 31,		December 31,
	2020		2019
Revolving credit facility	$	511,500	$	519,000
Finance lease obligations		22,035		22,630
Total debt and finance lease obligations		533,535		541,630
Current portion		2,515		2,471
Noncurrent portion		531,020		539,159
Deferred financing costs, net		4,039		4,300
Noncurrent portion, net of deferred financing costs	$	526,981	$	534,859

Related-Party Transactions (Tables)

3 Months Ended

Mar. 31, 2020

Schedule of Supplemental Income Statement Information

Supplemental income statement information for CST Fuel Supply was as follows (in thousands):

	Period from
	January 1		Three Months
	through		Ended
	March 25,		March 31,
	2020		2019
Gross profit	$	17,820	$	21,013
Net income		17,476		20,604

DMS [Member]

Summary of Revenues from Related Parties

Revenues from motor fuel sales and rental income from DMS were as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Revenues from motor fuel sales to DMS	$	22,109	$	34,120
Rental income from DMS		1,213		1,946

Circle K Stores Inc. [Member]

Summary of Revenues from Related Parties

Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands):

	Three Months Ended March 31,
	2020		2019
Revenues from motor fuel sales to Circle K	$	29,224	$	33,315
Rental income from Circle K		2,669		4,198

Net Income per Limited Partnership Unit (Tables)

3 Months Ended

Mar. 31, 2020

Earnings Per Share [Abstract]

Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit

	Three Months Ended March 31,
	2020		2019
Numerator:
Distributions paid	$	18,111	$	18,099
Allocation of distributions in excess of net income		53,817		(18,020	)
Limited partners’ interest in net income - basic and diluted	$	71,928	$	79
Denominator:
Weighted-average limited partnership units outstanding - basic		35,994,972		34,444,113
Adjustment for phantom and phantom performance units		961		12,352
Weighted-average limited partnership units outstanding - diluted		35,995,933		34,456,465
Net income per limited partnership unit - basic and diluted	$	2.00	$	0.00

Distributions paid per common unit	$	0.5250	$	0.5250
Distributions declared (with respect to each respective period) per common unit	$	0.5250	$	0.5250

Distributions Made to Limited Partner, by Distribution

Distribution activity for 2020 is as follows:

Quarter Ended

Record Date

Payment Date

Cash

Distribution

(per unit)

Cash

Distribution

(in thousands)

December 31, 2019

February 3, 2020

February 10, 2020

0.5250

18,111

March 31, 2020

May 5, 2020

May 12, 2020

0.5250

19,881

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2020

Segment Reporting [Abstract]

Schedule of Reportable Segments

The following table reflects activity related to our reportable segments (in thousands):

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2020
Revenues from fuel sales to external customers	$	302,123	$	65,769	$	—		$	367,892
Intersegment revenues from fuel sales		47,906		—		(47,906	)		—
Rent income		20,468		2,220		—			22,688
Other revenue		1,115		—		—			1,115
Total revenues	$	371,612	$	67,989	$	(47,906	)	$	391,695

Income from CST Fuel Supply equity interests	$	3,202	$	—	$	—		$	3,202
Operating income	$	29,265	$	395	$	47,772		$	77,432

Three Months Ended March 31, 2019
Revenues from fuel sales to external customers	$	329,913	$	99,600	$	—		$	429,513
Intersegment revenues from fuel sales		75,881		—		(75,881	)		—
Revenues from food and merchandise sales		—		20,016		—			20,016
Rent income		19,636		2,002		—			21,638
Other revenue		619		—		—			619
Total revenues	$	426,049	$	121,618	$	(75,881	)	$	471,786

Income from CST Fuel Supply equity interests	$	3,426	$	—	$	—		$	3,426
Operating income (loss)	$	24,288	$	608	$	(17,284	)	$	7,612

Summary of Receivables Relating to Revenue Streams

Receivables relating to the revenue streams above are as follows (in thousands):

	March 31,		December 31,
	2020		2019
Receivables from fuel and merchandise sales	$	21,037	$	33,032
Receivables for rent and other lease-related charges		8,686		9,318
Total accounts receivable	$	29,723	$	42,350

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2020

Schedule Of Supplemental Cash Flow [Line Items]

Cash Flow, Operating Capital

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):

	Three Months Ended March 31,
	2020			2019
Decrease (increase):
Accounts receivable	$	9,238		$	(3,077	)
Accounts receivable from related parties		2,612			(2,933	)
Inventories		1,840			(987	)
Other current assets		479			848
Other assets		(423	)		(519	)
Increase (decrease):
Accounts payable		(10,498	)		2,838
Accounts payable to related parties		482			1,416
Motor fuel taxes payable		(2,402	)		117
Accrued expenses and other current liabilities		(1,570	)		(590	)
Other long-term liabilities		(568	)		678
Changes in operating assets and liabilities, net of acquisitions	$	(810	)	$	(2,209	)

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2020			2019
Cash paid for interest	$	5,330		$	6,406
Cash paid for income taxes, net of refunds received		(5	)		135

Non-cash Activities

Schedule Of Supplemental Cash Flow [Line Items]

Schedule of Supplemental Cash Flow Information

Supplemental schedule of non-cash investing and financing activities (in thousands):

	Three Months Ended March 31,
	2020		2019
Lease liability arising from obtaining right-of-use assets	$	7,351	$	—

Description of Business and Other Disclosures - Additional Information (Details) - USD ($)			3 Months Ended
	May 01, 2020	Nov. 19, 2019	Mar. 31, 2020	Mar. 31, 2019
Concentration Risk [Line Items]
Assets impairment charges			$ 0
Wholesale Distribution Volumes [Member] \| DMS [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			6.00%	8.00%
Wholesale Distribution Volumes [Member] \| Circle K Stores Inc. [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			5.00%	7.00%
Rental Income [Member] \| DMS [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			5.00%	9.00%
Rental Income [Member] \| Circle K Stores Inc. [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			12.00%	19.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| ExxonMobil, Corp [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			24.00%	26.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| BP P.L.C [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			23.00%	25.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Motiva (Shell) [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			13.00%	13.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Circle K [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			11.00%	10.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Other suppliers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			10.00%	10.00%
Topper Group [Member] \| Subsequent Event [Member]
Concentration Risk [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	48.90%
Circle K Stores Inc. [Member] \| Topper Group [Member]
Concentration Risk [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest		100.00%
Percentage of IDRs issued by partnership		100.00%
Circle K Stores Inc. [Member] \| Topper Group [Member] \| General Partner's Interest [Member]
Concentration Risk [Line Items]
Number of common units of partnership		7,486,131

Asset Exchange Transaction With Circle K - Additional Information (Details) $ in Thousands	Feb. 25, 2020 USD ($) Store Property	May 05, 2020 USD ($) Store	Apr. 07, 2020 USD ($) Store	Mar. 31, 2020 USD ($) Property	Dec. 31, 2019 USD ($)	Nov. 18, 2019 Store
Business Acquisition [Line Items]
Properties aggregate value \| $				$ 776,134	$ 762,527
CAPL Properties [Member]
Business Acquisition [Line Items]
Number of properties remaining to be exchanged \| Property				4
CK Properties [Member]
Business Acquisition [Line Items]
Number of properties remaining to be exchanged \| Property				24
Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Number of Stores						46
Third Asset Exchange [Member] \| CAPL Properties [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $	$ 10,300
Number of properties sold \| Property	5
Gain on sale of assets \| $	$ 1,800
Fair value of asset divested \| $	700
Third Asset Exchange [Member] \| Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $	$ 11,000
Third Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Fee Site [Member]
Business Acquisition [Line Items]
Number of Stores	10
Third Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| CAPL Properties [Member] \| Leased Site [Member]
Business Acquisition [Line Items]
Number of convenience and fuel retail stores currently leased and operated	5
Fourth Asset Exchange [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $			$ 13,100
Fourth Asset Exchange [Member] \| CK Properties [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $			$ 12,800
Fourth Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of Stores			13
Fourth Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Fee Site [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of Stores			11
Fourth Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Leased Site [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of Stores			2
Number of convenience and fuel retail stores currently leased and operated			7
Fifth Asset Exchange [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $		$ 31,500
Fifth Asset Exchange [Member] \| CK Properties [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $		$ 31,700
Fifth Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of Stores		29
Fifth Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Fee Site [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of Stores		22
Fifth Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Leased Site [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of Stores		7
Number of convenience and fuel retail stores currently leased and operated		13

Asset Exchange Transaction With Circle K - Schedule of Acquisition of Properties in Third Asset Exchange Transaction (Details) - CK Properties [Member] - Third Asset Exchange [Member] $ in Thousands	Feb. 25, 2020 USD ($)
Business Acquisition [Line Items]
Property and equipment, net	$ 9,922
Intangible assets, net	1,336
Total assets	11,258
Asset retirement obligations	293
Net assets acquired	$ 10,965

CST Fuel Supply Exchange Agreement - Additional Information (Details) $ in Millions		3 Months Ended
	Mar. 25, 2020 USD ($) Property Site	Mar. 31, 2020 USD ($)
Business Acquisition [Line Items]
Gain on divestiture of investment		$ 1.6
CST Fuel Supply Exchange Agreement [Member]
Business Acquisition [Line Items]
Number of leased convenience store properties \| Property	33
Cash received from Circle K in lieu of Removed Properties	$ 13.4
Business divested and assets acquired based on discounted cash flow analysis	$ 69.0
Gain on divestiture of investment		$ 67.6
CST Fuel Supply Exchange Agreement [Member] \| CST Brands Inc. [Member]
Business Acquisition [Line Items]
Equity method investment, ownership percentage	17.50%
Number of properties sold \| Property	12
Number of sites sold \| Site	49
CST Fuel Supply Exchange Agreement [Member] \| Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Breach of contract period	18 months
CST Fuel Supply Exchange Agreement [Member] \| Wholesale Fuel Supply Contracts/Rights [Member]
Business Acquisition [Line Items]
Number of additional sites \| Site	333

CST Fuel Supply Exchange Agreement - Schedule of Acquisition of Assets (Details) - CST Brands Inc. [Member] $ in Thousands	Mar. 25, 2020 USD ($)
Business Acquisition [Line Items]
Motor fuel inventory	$ 854
Property and equipment, net	23,590
Right-of-use assets, net	4,168
Intangible assets, net	35,636
Total assets	64,248
Accounts payable	264
Current portion of operating lease obligations	1,129
Operating lease obligations, less current portion	5,479
Asset retirement obligations	1,240
Other long-term liabilities	3,086
Total liabilities	11,198
Net assets acquired	53,050
Cash received from Circle K in lieu of Removed Properties	13,439
Cash received from Circle K related to net liabilities assumed	2,496
Total cash received from Circle K	15,935
Total fair value of assets received in CST Fuel Supply Exchange	$ 68,985

Retail and Wholesale Acquisition - Additional Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended
	Apr. 14, 2020 Site	Jan. 15, 2020 USD ($) Tradingday $ / shares	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
Business Acquisition [Line Items]
Operating lease, expense \| $			$ 6,920	$ 6,659
Sellers [Member] \| Retail and Wholesale Acquisition [Member] \| Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Aggregate consideration exclusive of inventory and in-store cash \| $		$ 36,000
Aggregate consideration in cash \| $		$ 21,000
Number of newly issued common units		842,891
Number of newly issued common units value \| $		$ 15,000
Volume weighted average trading price \| $ / shares		$ 17.80
Period for calculation of VWAP		20 days
Number of business days prior to execution of agreement \| Tradingday		5
Lessee operating lease term of contract		10 years
Operating lease, expense \| $		$ 8,100
Indemnification obligation assertion period		18 months
Indemnification obligation aggregate amount \| $		$ 7,200
Sellers [Member] \| Retail and Wholesale Acquisition [Member] \| Asset Purchase Agreement [Member] \| Subsequent Event [Member]
Business Acquisition [Line Items]
Number of retail stores operated \| Site	169
Number of wholesale fuel distribution \| Site	110
Number of third-party wholesale dealer contracts \| Site	53
Number of minimum leasehold interests \| Site	62
Number of company operated sites \| Site	154
Number of commission sites \| Site	15

Assets Held for Sale - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) Store Property	Dec. 31, 2019 Store
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold \| Property	6
Consideration received on property sale	$ 5.0
Gain on sales of assets, net	$ 1.6
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores \| Store	35	24

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 776,134	$ 762,527
Less accumulated depreciation	(201,550)	(196,611)
Assets held for sale	574,584	565,916
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	261,404	257,131
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	297,326	296,411
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	202,220	194,997
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	19,385	16,643
Less accumulated depreciation	(3,054)	(3,412)
Assets held for sale	16,331	13,231
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	12,372	10,082
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	5,360	5,178
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,653	$ 1,383

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 776,134	$ 762,527
Less accumulated depreciation	(201,550)	(196,611)
Assets held for sale	574,584	565,916
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	261,404	257,131
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	297,326	296,411
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	9,484	9,350
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	202,220	194,997
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 5,700	$ 4,638

Property and Equipment - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($)
Depreciation, Amortization and Accretion Expenses [Member]
Property Plant And Equipment [Line Items]
Impairment charge. Property, Plant, and Equipment	$ 5.2

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 167,081	$ 130,109
Finite-Lived Intangible Assets, Accumulated Amortization	(87,750)	(85,113)
Intangible assets, net	79,331	44,996
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	161,451	124,479
Finite-Lived Intangible Assets, Accumulated Amortization	(82,391)	(79,791)
Intangible assets, net	79,060	44,688
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,078	1,078
Finite-Lived Intangible Assets, Accumulated Amortization	(1,078)	(1,072)
Intangible assets, net		6
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	4,552	4,552
Finite-Lived Intangible Assets, Accumulated Amortization	(4,281)	(4,250)
Intangible assets, net	$ 271	$ 302

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Revolving credit facility	$ 511,500	$ 519,000
Finance lease obligations	22,035	22,630
Total debt and finance lease obligations	533,535	541,630
Current portion	2,515	2,471
Noncurrent portion	531,020	539,159
Deferred financing costs, net	4,039	4,300
Noncurrent portion, net of deferred financing costs	$ 526,981	$ 534,859

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Debt - Additional Information (Details) - USD ($)	3 Months Ended
Debt - Additional Information (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 5,400,000	$ 5,400,000
Line of credit facility, maximum borrowing capacity	$ 163,600,000
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end	3.34%
Notes Payable to Banks [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.25%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined interest charge coverage ratio	250.00%
Revolving Credit Facility [Member] \| Recently Completed Four Fiscal Quarters Thereafter [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio	4.75%
Revolving Credit Facility [Member] \| Upon Issuance Of Qualified Senior Notes
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio	5.25%
Line of credit facility financial covenants combined leverage ratio, threshold	5.50%
Revolving Credit Facility [Member] \| Upon Issuance Of Qualified Senior Notes \| Jet-Pep Assets Acquisition [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio, threshold	5.50%
Revolving Credit Facility [Member] \| Senior Secured Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio	3.75%
Line of credit facility financial covenants combined leverage ratio, threshold	4.00%

Interest Rate Swap Contracts - Additional Information (Details) $ in Millions			3 Months Ended
	Apr. 15, 2020 USD ($) Derivative	Mar. 26, 2020 USD ($)	Mar. 31, 2020 USD ($)
Derivative Instruments Gain Loss [Line Items]
Estimated loss to be reclassified from accumulated other comprehensive loss into interest expense			$ 0.3
Estimated period for transfer of loss to be reclassified from accumulated other comprehensive loss into interest expense			12 months
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Notional amount		$ 150.0
Fixed interest rate		0.495%
Maturity date		Apr. 01, 2024
Fair value of contract			$ 0.8
Interest Rate Swap [Member] \| Subsequent Event [Member]
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 75.0
Fixed interest rate	0.38%
Maturity date	Apr. 01, 2024
Number of interest rate swap contracts \| Derivative	2

Related-Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Related Party Transaction [Line Items]
Rental income	$ 22,688	$ 21,638
DMS [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	22,109	34,120
DMS [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 1,213	$ 1,946

Related-Party Transactions - Additional Information (Details)			3 Months Ended			11 Months Ended
	Jan. 15, 2020	Apr. 01, 2019 USD ($) gal	Mar. 31, 2020 USD ($) Site $ / gal	Mar. 25, 2020 USD ($)	Mar. 31, 2019 USD ($)	Nov. 18, 2019 Store	Jan. 31, 2020 Store	Jan. 01, 2020 gal	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Accounts receivable from related parties			$ 1,687,000						$ 4,299,000
Rental income			22,688,000		$ 21,638,000
Accounts payable to related parties			999,000						431,000
Incentive distribution			133,000		133,000
Cost of services			355,966,000		434,709,000
Accounts receivable from related parties			1,687,000						4,299,000
Income from CST Fuel Supply equity interests			$ 3,202,000		3,426,000
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Fuel purchase commitments of fixed markup on cost per gallon \| $ / gal			0.05
Topper Group Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Partnership agreement effective date	Jan. 01, 2020
Cost and expenses incurred			$ 3,500,000
Wholesale Fuel Supply Contracts/Rights [Member] \| CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage			17.50%
Income from CST Fuel Supply equity interests			$ 3,200,000		3,400,000
Transitional Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties, noncurrent			3,500						4,600
Transitional Omnibus Agreement [Member] \| CST Fuel Supply Exchange [Member]
Related Party Transaction [Line Items]
Reduction of operating expenses				$ 500,000
DMS [Member]
Related Party Transaction [Line Items]
Accounts receivable from related parties			$ 1,100,000						4,100,000
Decrease in rental income		$ 500,000
Fuel purchase agreement reduced per gallon \| gal		0.01
Additional fuel purchase agreement reduced per gallon \| gal								0.005
Number of remaining fuel deliveries covered by fuel supply agreement \| Site			85
Number of Stores \| Store							12
Accounts receivable from related parties			$ 1,100,000						4,100,000
TopStar [Member]
Related Party Transaction [Line Items]
Rental income			100,000
Rent expense			300,000		300,000
Accounts payable to related parties			200,000						100,000
Cost of services			100,000		400,000
Topper Group [Member]
Related Party Transaction [Line Items]
Incentive distribution			100,000
Dividends cash			7,900,000
Topper Group [Member] \| Topper Group Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Right of termination prior written notice period	180 days
Accounts payable to related parties			600,000
The General Partner [Member] \| Topper Group Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Right of termination prior written notice period	60 days
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense			200,000		200,000
Circle K Stores Inc. [Member]
Related Party Transaction [Line Items]
Number of Stores \| Store						46
Incentive distribution					100,000
Dividends cash					3,900,000
Number of retail sites leased to related party \| Store						40
Lessor leasing arrangements, operating leases, initial term						10 years
Amounts payable to fuel purchases and freight commissions to related parties			2,000,000						4,700,000
Circle K Stores Inc. [Member] \| Franchise [Member]
Related Party Transaction [Line Items]
Cost of services					400,000
Circle K Stores Inc. [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Accounts receivable from related parties			1,100,000						3,100,000
Accounts receivable from related parties			1,100,000						3,100,000
Circle K Stores Inc. [Member] \| Jet-Pep Assets Acquisition [Member]
Related Party Transaction [Line Items]
Purchases from related party			36,800,000		37,400,000
Circle K Stores Inc. [Member] \| Transitional Omnibus Agreement and Circle K Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred					2,900,000
Circle K Stores Inc. [Member] \| Transitional Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties			$ 8,600,000						$ 11,500,000
Couche-Tard [Member]
Related Party Transaction [Line Items]
Commission on transportation costs					$ 200,000

Related-Party Transactions - Revenues from Wholesale Fuel Sales and Real Property Rental Income from Circle K (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Related Party Transaction [Line Items]
Rental income	$ 22,688	$ 21,638
Circle K Stores Inc. [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	29,224	33,315
Circle K Stores Inc. [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 2,669	$ 4,198

Related-Party Transactions - Schedule of Supplemental Income Statement Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 25, 2020	Mar. 31, 2019
Supplemental Income Statement Information [Line Items]
Gross profit	$ 35,729		$ 37,077
Net income	$ 72,061		212
CST Brands Inc. [Member]
Supplemental Income Statement Information [Line Items]
Gross profit		$ 17,820	21,013
Net income		$ 17,476	$ 20,604

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591551-111686

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3000-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591552-111686

+ Details

Commitments and Contingencies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020 USD ($) Store	Dec. 31, 2019 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 4,100,000	$ 3,400,000
Other Assets [Member]
Commitments And Contingencies Disclosure [Abstract]
Indemnification assets related to third party escrow funds, state funds or insurance	3,600,000	$ 3,000,000
Assets Held-for-sale [Member]
Recorded Third Party Environmental Recoveries [Line Items]
Maximum possible civil penalties per day if violates FTC divestiture orders	$ 41,000
Assets Held-for-sale [Member] \| Circle K Stores Inc. [Member]
Recorded Third Party Environmental Recoveries [Line Items]
Number of stores divested \| Store	9

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Line of credit facility, fair value of amount outstanding	$ 511.5	$ 519.0

Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CrossAmerica Equity-Based Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based employee and directors compensation expense	$ 0.1	$ 0.1
C S T Equity Based Awards \| Circle K Omnibus Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based employee and directors compensation expense	$ 0.1	$ 0.1

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 27, 2020	Mar. 31, 2020	Mar. 31, 2019
Operating Loss Carryforwards [Line Items]
Income tax holiday, description		As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period presented.
CARES ACT 2020 aid carryback of net operating losses period	5 years
CARES ACT 2020 aid limitation on use of net operating losses	80.00%
Income tax (benefit) expense		$ (32)	$ 149
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Limited partnership percentage of non qualifying income to gross income		10.00%
CARES ACT 2020 aid increases in adjusted taxable income limitation	50.00%
Minimum [Member]
Operating Loss Carryforwards [Line Items]
CARES ACT 2020 aid increases in adjusted taxable income limitation	30.00%

Net Income Per Limited Partner Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Numerator:
Distributions paid	$ 18,111	$ 18,099
Allocation of distributions in excess of net income	53,817	(18,020)
Limited partners’ interest in net income - basic and diluted	$ 71,928	$ 79
Denominator:
Weighted-average limited partnership units outstanding - basic	35,994,972	34,444,113
Adjustment for phantom and phantom performance units	961	12,352
Weighted-average limited partnership units outstanding - diluted	35,995,933	34,456,465
Net income per limited partnership unit - basic and diluted	$ 2.00	$ 0.00
Distributions paid per common unit	0.5250	0.5250
Distributions declared (with respect to each respective period) per common unit	$ 0.5250	$ 0.5250

Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Distributions [Abstract]
Record Date	May 05, 2020	Feb. 03, 2020
Payment Date	May 12, 2020	Feb. 10, 2020
Cash Distribution (per unit)	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 19,881	$ 18,111

Net Income per Limited Partnership Unit - Additional Information (Details) - Equity Restructuring Agreement [Member] $ / shares in Units, $ in Millions		3 Months Ended
	Jan. 15, 2020 USD ($) Tradingday $ / shares shares	Dec. 31, 2019
Distribution Made To Limited Liability Company L L C Member [Line Items]
Distribution made to limited partner date of record		Feb. 06, 2020
DM CAP Holdings [Member] \| IDRs [Member]
Distribution Made To Limited Liability Company L L C Member [Line Items]
Common unit issued \| shares	2,528,673
Common unit issued value \| $	$ 45
Common unit issued per share \| $ / shares	$ 17.80
Number of business days prior to execution of agreement	5
Number of volume weighted average trading price business days	20

Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2020 USD ($) Site Segment	Mar. 31, 2019 USD ($)	Mar. 31, 2020 USD ($) Site	Dec. 31, 2019 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Number of dealerize sites \| Site	0		46
Contract costs, unamortized balance	$ 6.7		$ 6.7	$ 6.5
Contract costs, amortization against operating revenues	$ 0.3	$ 0.2

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Segment Reporting Information [Line Items]
Total revenues	$ 391,695	$ 471,786
Rental income	22,688	21,638
Income from CST Fuel Supply equity interests	3,202	3,426
Operating income (loss)	77,432	7,612
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	367,892	429,513
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	1,115	619
Food And Merchandise Sales
Segment Reporting Information [Line Items]
Total revenues		20,016
Unallocated [Member]
Segment Reporting Information [Line Items]
Total revenues	(47,906)	(75,881)
Operating income (loss)	47,772	(17,284)
Unallocated [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	(47,906)	(75,881)
Wholesale [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	371,612	426,049
Rental income	20,468	19,636
Income from CST Fuel Supply equity interests	3,202	3,426
Operating income (loss)	29,265	24,288
Wholesale [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	302,123	329,913
Wholesale [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	1,115	619
Wholesale [Member] \| Intersegment [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	47,906	75,881
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	67,989	121,618
Rental income	2,220	2,002
Operating income (loss)	395	608
Retail [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 65,769	99,600
Retail [Member] \| Operating Segments [Member] \| Food And Merchandise Sales
Segment Reporting Information [Line Items]
Total revenues		$ 20,016

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Total accounts receivable	$ 29,723	$ 42,350
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	21,037	33,032
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 8,686	$ 9,318

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Decrease (increase):
Accounts receivable	$ 9,238	$ (3,077)
Accounts receivable from related parties	2,612	(2,933)
Inventories	1,840	(987)
Other current assets	479	848
Other assets	(423)	(519)
Increase (decrease):
Accounts payable	(10,498)	2,838
Accounts payable to related parties	482	1,416
Motor fuel taxes payable	(2,402)	117
Accrued expenses and other current liabilities	(1,570)	(590)
Other long-term liabilities	(568)	678
Changes in operating assets and liabilities, net of acquisitions	$ (810)	$ (2,209)

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 5,330	$ 6,406
Cash paid for income taxes, net of refunds received	$ (5)	$ 135

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Supplemental Cash Flow Information [Abstract]
Lease liability arising from obtaining right-of-use assets	$ 7,351

Separation Benefits - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2020 Store	Mar. 31, 2019 USD ($)
Restructuring And Related Activities [Abstract]
Number of remaining operated sites \| Store	46
Separate benefit costs \| $		$ 0.4