0001564590-21-026161 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 06, 2021
Cover [Abstract]
Entity Registrant Name	CROSSAMERICA PARTNERS LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Amendment Flag	false
Document Fiscal Year Focus	2021
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		37,874,868
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, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 954	$ 513
Accounts receivable, net of allowances of $344 and $429, respectively	31,001	28,519
Accounts receivable from related parties	935	931
Inventory	24,357	23,253
Assets held for sale	10,548	9,898
Other current assets	13,069	11,707
Total current assets	80,864	74,821
Property and equipment, net	561,762	570,856
Right-of-use assets, net	170,116	167,860
Intangible assets, net	88,340	92,912
Goodwill	88,764	88,764
Other assets	20,091	19,129
Total assets	1,009,937	1,014,342
Current liabilities:
Current portion of debt and finance lease obligations	2,677	2,631
Current portion of operating lease obligations	32,977	31,958
Accounts payable	67,197	63,978
Accounts payable to related parties	5,855	5,379
Accrued expenses and other current liabilities	22,028	23,267
Motor fuel and sales taxes payable	20,594	19,735
Total current liabilities	151,328	146,948
Debt and finance lease obligations, less current portion	539,841	527,299
Operating lease obligations, less current portion	143,017	141,380
Deferred tax liabilities, net	15,189	15,022
Asset retirement obligations	41,590	41,450
Other long-term liabilities	31,566	32,575
Total liabilities	922,531	904,674
Commitments and contingencies
Common units—37,874,868 and 37,868,046 units issued and outstanding at March 31, 2021 and December 31, 2020, respectively	87,614	112,124
Accumulated other comprehensive loss	(208)	(2,456)
Total equity	87,406	109,668
Total liabilities and equity	$ 1,009,937	$ 1,014,342

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Account receivable allowance	$ 344	$ 429
Shares issued	37,874,868	37,868,046
Shares outstanding	37,874,868	37,868,046

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Operating revenues	$ 657,284	$ 391,695
Costs of sales	602,416	355,966
Gross profit	54,868	35,729
Income from CST Fuel Supply equity interests		3,202
Operating expenses:
Operating expenses	29,403	10,723
General and administrative expenses	7,650	4,480
Depreciation, amortization and accretion expense	18,031	17,227
Total operating expenses	55,084	32,430
(Loss) gain on dispositions and lease terminations, net	(648)	70,931
Operating (loss) income	(864)	77,432
Other income, net	88	137
Interest expense	(3,497)	(5,540)
(Loss) income before income taxes	(4,273)	72,029
Income tax benefit	(306)	(32)
Net (loss) income	(3,967)	72,061
IDR distributions		(133)
Net (loss) income available to limited partners	$ (3,967)	$ 71,928
Basic and diluted earnings per common unit	$ (0.10)	$ 2.00
Weighted-average limited partner units:
Basic common units	37,869,259	35,994,972
Diluted common units	37,891,130	35,995,933
Supplemental information:
(a) includes excise taxes of:	$ 43,705	$ 14,937
(a) includes rent income of:	20,472	22,688
(b) includes rent expense of:	5,913	$ 6,920
(c) includes rent expense of:	$ 3,196

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net (loss) income	$ (3,967)	$ 72,061
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, amortization and accretion expense	18,031	17,227
Amortization of deferred financing costs	260	261
Credit loss expense	31	91
Deferred income tax benefit	(590)	(136)
Equity-based employee and director compensation expense	368	31
Loss (gain) on dispositions and lease terminations, net	648	(70,931)
Changes in operating assets and liabilities, net of acquisitions	2,887	(810)
Net cash provided by operating activities	17,668	17,794
Cash flows from investing activities:
Principal payments received on notes receivable	47	87
Proceeds from sale of assets	931	5,032
Capital expenditures	(10,621)	(5,382)
Net cash (used in) provided by investing activities	(9,643)	15,672
Cash flows from financing activities:
Borrowings under the revolving credit facility	34,500	19,000
Repayments on the revolving credit facility	(21,539)	(26,500)
Payments of long-term debt and finance lease obligations	(633)	(595)
Distributions paid on distribution equivalent rights	(31)	(1)
Distributions paid to holders of the IDRs		(133)
Distributions paid on common units	(19,881)	(18,110)
Net cash used in financing activities	(7,584)	(26,339)
Net increase in cash and cash equivalents	441	7,127
Cash and cash equivalents at beginning of period	513	1,780
Cash and cash equivalents at end of period	$ 954	8,907
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, 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 Income (loss)
Unrealized gain (loss) on interest rate swap contracts	(786)			$ (786)
Realized gain (loss) on interest rate swap contract reclassified from AOCI into interest expense	(11)			(11)
Total other comprehensive income (loss)	(797)			(797)
Comprehensive (loss) income	71,264	$ 71,928	133	(797)
Issuance of units to the Topper Group in connection with the Equity Restructuring Agreement, Units		2,528,673
Distributions paid	(18,244)	$ (18,111)	$ (133)
Balance at Mar. 31, 2020	131,417	$ 132,214		(797)
Balance, Common Units at Mar. 31, 2020		37,023,114
Balance at Dec. 31, 2020	109,668	$ 112,124		(2,456)
Balance, Common Units at Dec. 31, 2020		37,868,046
Net income (loss) and comprehensive income (loss)	(3,967)	$ (3,967)
Other comprehensive Income (loss)
Unrealized gain (loss) on interest rate swap contracts	2,017			2,017
Realized gain (loss) on interest rate swap contract reclassified from AOCI into interest expense	231			231
Total other comprehensive income (loss)	2,248			2,248
Comprehensive (loss) income	(1,719)	(3,967)		2,248
Issuance of units related to 2020 Bonus Plan	126	$ 126
Issuance of units related to 2020 Bonus Plan, Units		6,822
Tax effect from intra-entity transfer of assets	(757)	$ (757)
Distributions paid	(19,912)	(19,912)
Balance at Mar. 31, 2021	$ 87,406	$ 87,614		$ (208)
Balance, Common Units at Mar. 31, 2021		37,874,868

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Description of Business and Other Disclosures

Note 1.DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Our business consists of:

•

the wholesale distribution of motor fuels;

•

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;

•

the retail sale of motor fuels to end customers at retail sites operated by commission agents or, since April 14, 2020, ourselves; and

•

since April 14, 2020, the operation of retail sites, including the sale of convenience merchandise to end customers. We had no company operated sites from September 30, 2019 through April 14, 2020.

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 sale 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. Since our acquisition of retail and wholesale assets that closed on April 14, 2020, LGWS also sells motor fuels on a retail basis and sells 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.

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, 2021 and for the three months ended March 31, 2021 and 2020 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2020 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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 has impacted our business and these seasonal trends typical in 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.

Significant Accounting Policies

Certain new accounting pronouncements have become effective for our financial statements during 2021, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

Approximately 12% of our rent income for the three months ended March 31, 2021 and 2020 was from one multi-site operator.

For the three months ended March 31, 2021, our wholesale business purchased approximately 33%, 23%, 12% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. 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. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the three months ended March 31, 2021 and 2020.

Approximately 17% and 15% of our motor fuel gallons sold for the three months ended March 31, 2021 and 2020, respectively, were delivered by one carrier.

Prior Year Acquisitions

We completed six tranches of the asset exchange with Circle K on May 21, 2019, September 5, 2019, February 25, 2020, April 7, 2020, May 5, 2020 and September 15, 2020. With the closing of the sixth tranche, the transactions contemplated under the Asset Exchange Agreement we entered into with Circle K on December 17, 2018 (“Asset Exchange Agreement”) have concluded. Through these transactions, we acquired 191 sites in exchange for the real property at 56 sites as well as 17 sites previously owned and operated by the Partnership. Although we no longer collect rent from the sites divested in these transactions, we continue to distribute fuel on a wholesale basis to them.

Effective March 25, 2020, we closed on the CST Fuel Supply Exchange. Through this transaction, we acquired 33 sites, wholesale fuel supply to 331 additional sites and $14.1 million in proceeds in exchange for our investment in CST Fuel Supply.

On April 14, 2020, we closed on the acquisition of retail and wholesale assets. Through these transactions, we expanded the retail operations of the Partnership by 169 sites (154 company operated sites and 15 commission sites) through a combination of (1) entering into new leasing arrangements with related parties as the lessee for 62 sites and (2) terminating contracts where we were previously the lessor and fuel supplier under dealer arrangements for 107 sites which then became company operated sites. As a result of the Asset Purchase Agreement, we have expanded our wholesale fuel distribution by 110 sites, including 53 third-party wholesale dealer contracts, and supply of the 62 newly leased sites.

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.

We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes have largely recovered during the second half of 2020 and first quarter of 2021, 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.

Assets Held for Sale

3 Months Ended

Mar. 31, 2021

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

Assets Held for Sale

Note 2. ASSETS HELD FOR SALE

We have classified 28 sites and 25 sites as held for sale at March 31, 2021 and December 31, 2020, 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,
	2021			2020
Land	$	8,780		$	7,889
Buildings and site improvements		2,302			2,784
Equipment		1,278			1,152
Total		12,360			11,825
Less accumulated depreciation		(1,812	)		(1,927	)
Assets held for sale	$	10,548		$	9,898

The Partnership has reprioritized divesting lower performing assets. During the three months ended March 31, 2021, we sold three properties for $0.9 million in proceeds, resulting in an insignificant net loss. During the three months ended March 31, 2020, we sold six properties for $5.0 million in proceeds, resulting in a net gain of $1.6 million.

Inventories

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories

Note 3. INVENTORIES

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Retail site merchandise	$	11,437	$	11,969
Motor fuel		12,920		11,284
Inventories	$	24,357	$	23,253

Property and Equipment

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment

Note 4. PROPERTY AND EQUIPMENT

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

	March 31,			December 31,
	2021			2020
Land	$	238,614		$	241,585
Buildings and site improvements		283,835			284,593
Leasehold improvements		10,635			10,684
Equipment		245,352			236,420
Construction in progress		11,764			15,919
Property and equipment, at cost		790,200			789,201
Accumulated depreciation and amortization		(228,438	)		(218,345	)
Property and equipment, net	$	561,762		$	570,856

We recorded impairment charges of $2.3 million and $5.2 million during the three months ended March 31, 2021 and 2020, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort.

Intangible Assets

3 Months Ended

Mar. 31, 2021

Intangible Assets Net Excluding Goodwill [Abstract]

Intangible Assets

Note 5. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

	March 31, 2021							December 31, 2020
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	187,643	$	(100,223	)	$	87,420	$	187,643	$	(95,694	)	$	91,949
Trademarks/licenses		1,898		(1,128	)		770		1,898		(1,115	)		783
Covenant not to compete		4,552		(4,402	)		150		4,552		(4,372	)		180
Total intangible assets	$	194,093	$	(105,753	)	$	88,340	$	194,093	$	(101,181	)	$	92,912

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

Note 6. DEBT

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

	March 31,		December 31,
	2021		2020
Revolving credit facility	$	526,141	$	513,180
Finance lease obligations		19,374		20,007
Total debt and finance lease obligations		545,515		533,187
Current portion		2,677		2,631
Noncurrent portion		542,838		530,556
Deferred financing costs, net		2,997		3,257
Noncurrent portion, net of deferred financing costs	$	539,841	$	527,299

Our revolving credit facility is secured by substantially all of our assets. Letters of credit outstanding at March 31, 2021 and December 31, 2020 totaled $4.0 million. The amount of availability under the credit facility at March 31, 2021, after taking into consideration debt covenant restrictions, was $115.4 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, 2021, we were in compliance with these financial covenants.

Our borrowings under the revolving credit facility had a weighted-average interest rate of 2.1% as of March 31, 2021 (LIBOR plus an applicable margin, which was 2.0% as of March 31, 2021).

See Note 7 for information related to our interest rate swap contracts.

Interest Rate Swap Contracts

3 Months Ended

Mar. 31, 2021

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 7. INTEREST RATE SWAP CONTRACTS

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 6. To hedge against interest rate volatility on our variable rate borrowings under the credit facility, on March 26, 2020, we entered into an interest rate swap contract. The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. 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. All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective.

The fair value of these interest rate swap contracts, which is included in accrued expenses and other current liabilities and other long-term liabilities, totaled $0.2 million and $2.5 million at March 31, 2021 and December 31, 2020, respectively. See Note 10 for additional information on the fair value of the interest rate swap contracts.

We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges 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. We recognized a net realized loss from settlements of the interest rate swap contracts of $0.2 million and an insignificant amount for the three months ended March 31, 2021 and 2020, respectively.

We currently estimate that a loss of $1.0 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.

Related-Party Transactions

3 Months Ended

Mar. 31, 2021

Related-Party Transactions

Note 8. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from motor fuel sales and rental income from DMS for the three months ended March 31, 2020 were as follows (in thousands):

Revenues from motor fuel sales to DMS		$	22,109
Rental income from DMS			1,213

As a result of the acquisition of retail and wholesale assets, as of April 14, 2020, we no longer have any revenue from DMS.

Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., were $11.2 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Accounts receivable from TopStar were $0.8 million and $0.7 million at March 31, 2021 and December 31, 2020, respectively. Effective April 14, 2020, we acquired wholesale fuel supply rights, including this supply contract, as part of the acquisition of retail and wholesale assets. Prior to April 14, 2020, we were only leasing motor fuel stations to TopStar.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements, including rent paid under the leases entered into in connection with the acquisition of retail and wholesale assets, was $2.3 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively.

Topper Group Omnibus Agreement

We incurred expenses under the Topper Group Omnibus Agreement, including costs for store level personnel at our company operated sites since our April 2020 acquisition of retail and wholesale assets, totaling $12.8 million and $3.5 million for the three months ended March 31, 2021 and 2020, respectively. 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 $3.7 million at March 31, 2021 and December 31, 2020.

IDR and Common Unit Distributions

We distributed $9.7 million and $7.9 million to the Topper Group related to its ownership of our common units during the three months ended March 31, 2021 and 2020, respectively. We distributed $0.1 million to the Topper Group related to its ownership of our IDRs during the three months ended March 31, 2020. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs.

Maintenance and Environmental Costs

Certain maintenance and environmental 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 to this related party of $0.4 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Accounts payable to this related party amounted to $0.1 million at March 31, 2021 and December 31, 2020.

Environmental Compliance and Inventory Management Costs

We use certain environmental monitoring and inventory management equipment and services provided by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.1 million for the three months ended March 31, 2021.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board in connection with the April 2020 acquisition of retail and wholesale assets. Merchandise costs amounted to $4.2 million for three months ended March 31, 2021. Amounts payable to this related party amounted to $1.8 million and $1.5 million at March 31, 2021 and December 31, 2020, respectively.

Vehicle Lease

In connection with the services rendered under the Topper Group Omnibus Agreement, we lease certain vehicles from an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. Lease expense was insignificant for the three months ended March 31, 2021.

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, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively.

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, 2021 and 2020.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9. 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, 2021 or 2020.

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.

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 $4.0 million and $3.9 million at March 31, 2021 and December 31, 2020, 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 $3.1 million at March 31, 2021 and December 31, 2020. 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 reserves 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. The Predecessor Entity indemnified 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. As such, these environmental liabilities and indemnification assets are not recorded on the balance sheet of the Partnership.

Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the balance sheet of the Partnership.

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 10. 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 2021 or 2020.

As further discussed in Note 7, we entered into interest rate swap contracts during 2020 and remeasure the fair value of such contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, 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 11, 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, 2021 and December 31, 2020 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values as of March 31, 2021 and December 31, 2020 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, 2021

Equity Based Compensation [Abstract]

Equity-Based Compensation

Note 11. EQUITY-BASED COMPENSATION

Equity-based compensation expense was $0.2 million and insignificant for the three months ended March 31, 2021 and 2020, respectively. The liability for equity-based awards was $0.3 million and insignificant at March 31, 2021 and December 31, 2020, respectively.

Phantom Units

In February 2021, the Partnership granted 1,509 phantom units to each of three non-employee directors of the Board as a portion of director compensation. Such awards will vest in July 2021, conditioned upon continuous service as non-employee directors. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units.

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. 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 annual period.

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.

We recorded an income tax benefit of $0.3 million and an insignificant amount for the three months ended March 31, 2021 and 2020, respectively, as a result of the losses incurred 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Net Income Per Limited Partner Unit

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 13. NET INCOME PER LIMITED PARTNER UNIT

We 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. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs.

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,
	2021			2020
Numerator:
Distributions paid	$	19,912		$	18,111
Allocation of distributions in excess of net income		(23,879	)		53,817
Limited partners’ interest in net income - basic and diluted	$	(3,967	)	$	71,928
Denominator:
Weighted-average limited partnership units outstanding - basic		37,869,259			35,994,972
Adjustment for phantom and phantom performance units (a)		—			961
Weighted-average limited partnership units outstanding - diluted		37,869,259			35,995,933
Net income per limited partnership unit - basic and diluted	$	(0.10	)	$	2.00

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

(a)

21,871 potentially dilutive common units were not included in the calculation of diluted earnings per common unit for the three months ended March 31, 2021 because to do so would have been antidilutive.

Distributions

Distribution activity for 2021 is as follows:

Quarter Ended

Record Date

Payment Date

Cash

Distribution

(per unit)

Cash

Distribution

(in thousands)

December 31, 2020

February 2, 2021

February 9, 2021

0.5250

19,912

March 31, 2021

May 4, 2021

May 11, 2021

0.5250

19,915

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.

Segment Reporting

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Reporting

Note 14. 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 (through the closing of the acquisition of retail and wholesale assets) and 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 had motor fuel distribution and lease agreements with DMS (through the closing of the acquisition of retail and wholesale assets). The Retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and 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, 2021
Revenues from fuel sales to external customers	$	398,493	$	197,487	$	—		$	595,980
Intersegment revenues from fuel sales		144,452		—		(144,452	)		—
Revenues from food and merchandise sales		—		37,839		—			37,839
Rent income		17,700		2,772		—			20,472
Other revenue		1,134		1,859		—			2,993
Total revenues	$	561,779	$	239,957	$	(144,452	)	$	657,284

Operating income (loss)	$	24,905	$	293	$	(26,062	)	$	(864	)

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

From the date of conversion of the 46 company operated sites to dealer operated sites in the third quarter of 2019 through April 14, 2020, we did not have any company operated sites.

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

	March 31,		December 31,
	2021		2020
Receivables from fuel and merchandise sales	$	26,741	$	23,800
Receivables for rent and other lease-related charges		5,195		5,650
Total accounts receivable	$	31,936	$	29,450

Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel 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 $8.7 million and $8.3 million at March 31, 2021 and December 31, 2020, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.3 million for the three months ended March 31, 2021 and 2020.

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

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 15. 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,
	2021			2020
Decrease (increase):
Accounts receivable	$	(2,512	)	$	9,238
Accounts receivable from related parties		(4	)		2,612
Inventories		(1,104	)		1,840
Other current assets		(1,359	)		479
Other assets		(892	)		(423	)
Increase (decrease):
Accounts payable		3,063			(10,498	)
Accounts payable to related parties		529			482
Motor fuel and sales taxes payable		859			(2,402	)
Accrued expenses and other current liabilities		733			(1,570	)
Other long-term liabilities		3,574			(568	)
Changes in operating assets and liabilities, net of acquisitions	$	2,887		$	(810	)

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,
	2021			2020
Cash paid for interest	$	2,996		$	5,330
Cash paid for income taxes, net of refunds received		(14	)		(5	)

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

	Three Months Ended March 31,
	2021		2020
Lease liabilities arising from obtaining right-of-use assets	$	9,156	$	7,351
Net assets acquired in connection with the asset exchange tranches with Circle K		—		(10,965	)
Net assets acquired in connection with the CST Fuel Supply Exchange with Circle K		—		(55,282	)

Subsequent Event – Acquisition of Assets From 7-Eleven

3 Months Ended

Mar. 31, 2021

Subsequent Events [Abstract]

Subsequent Event – Acquisition of Assets From 7-Eleven

Note 16. SUBSEQUENT EVENT – ACQUISITION OF ASSETS FROM 7-ELEVEN

On April 28, 2021, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with 7-Eleven, Inc. (“7-Eleven”), pursuant to which we have agreed to purchase certain assets related to the ownership and operations of 106 company-operated sites (90 fee; 16 leased) located in the Mid-Atlantic and Northeast regions of the U.S. (collectively, the “Properties”) for an aggregate purchase price of $263.0 million, subject to adjustment in accordance with the terms of the Asset Purchase Agreement. The assets are being sold by 7-Eleven as part of a divestiture process in connection with its previously announced acquisition of the Speedway business from Marathon Petroleum Corporation (“MPC”).

The assets to be purchased by CrossAmerica include real property and leasehold rights to the Properties, and all inventory and other assets located at the Properties, other than specific excluded assets, such as rights to intellectual property or rights with respect to “7-Eleven” or “Speedway” branding. The vast majority of the sites are currently operating under the Speedway brand, and all sites will be rebranded in connection with the closing of such site pursuant to the Asset Purchase Agreement. We also will assume certain specified liabilities associated with the assets. We expect to finance the transaction through undrawn capacity under our existing revolving credit facility, cash on hand, and/or additional debt financing from other sources.

We expect to close the acquisition of the Properties on a rolling site-by-site basis, and the initial closing is subject to the satisfaction or waiver of certain closing conditions, including consummation of the transactions contemplated by the Purchase and Sale Agreement, dated August 2, 2020, between MPC and 7-Eleven (the “Marathon PSA”), the acceptance by the U.S. Federal Trade Commission (the “FTC”) for public comment of an agreement containing consent orders and a proposed order pursuant to applicable FTC rules, and certain other customary conditions to closing.

The Asset Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties, including covenants regarding the conduct of the business at the Properties prior to the applicable closing of such Property.

The Asset Purchase Agreement also is subject to termination under certain circumstances, including if the FTC does not accept the Asset Purchase Agreement, notifies the parties that it will not submit the Asset Purchase Agreement for commission approval, or makes a formal determination that the Asset Purchase Agreement does not help to resolve the antitrust concerns related to the transactions contemplated by the Marathon PSA.

Description of Business and Other Disclosures (Policies)	3 Months Ended
	Mar. 31, 2021
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, 2021 and for the three months ended March 31, 2021 and 2020 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2020 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. 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 has impacted our business and these seasonal trends typical in 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.
Concentration Risk	Concentration Risk Approximately 12% of our rent income for the three months ended March 31, 2021 and 2020 was from one multi-site operator. For the three months ended March 31, 2021, our wholesale business purchased approximately 33%, 23%, 12% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. 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. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the three months ended March 31, 2021 and 2020. Approximately 17% and 15% of our motor fuel gallons sold for the three months ended March 31, 2021 and 2020, respectively, were delivered by one carrier.
Prior Year Acquisitions	Prior Year Acquisitions We completed six tranches of the asset exchange with Circle K on May 21, 2019, September 5, 2019, February 25, 2020, April 7, 2020, May 5, 2020 and September 15, 2020. With the closing of the sixth tranche, the transactions contemplated under the Asset Exchange Agreement we entered into with Circle K on December 17, 2018 (“Asset Exchange Agreement”) have concluded. Through these transactions, we acquired 191 sites in exchange for the real property at 56 sites as well as 17 sites previously owned and operated by the Partnership. Although we no longer collect rent from the sites divested in these transactions, we continue to distribute fuel on a wholesale basis to them. Effective March 25, 2020, we closed on the CST Fuel Supply Exchange. Through this transaction, we acquired 33 sites, wholesale fuel supply to 331 additional sites and $14.1 million in proceeds in exchange for our investment in CST Fuel Supply. On April 14, 2020, we closed on the acquisition of retail and wholesale assets. Through these transactions, we expanded the retail operations of the Partnership by 169 sites (154 company operated sites and 15 commission sites) through a combination of (1) entering into new leasing arrangements with related parties as the lessee for 62 sites and (2) terminating contracts where we were previously the lessor and fuel supplier under dealer arrangements for 107 sites which then became company operated sites. As a result of the Asset Purchase Agreement, we have expanded our wholesale fuel distribution by 110 sites, including 53 third-party wholesale dealer contracts, and supply of the 62 newly leased sites.
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. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes have largely recovered during the second half of 2020 and first quarter of 2021, 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.

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2021

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

Assets Held for Sale

	March 31,			December 31,
	2021			2020
Land	$	8,780		$	7,889
Buildings and site improvements		2,302			2,784
Equipment		1,278			1,152
Total		12,360			11,825
Less accumulated depreciation		(1,812	)		(1,927	)
Assets held for sale	$	10,548		$	9,898

Inventories (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2021		2020
Retail site merchandise	$	11,437	$	11,969
Motor fuel		12,920		11,284
Inventories	$	24,357	$	23,253

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

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

	March 31,			December 31,
	2021			2020
Land	$	238,614		$	241,585
Buildings and site improvements		283,835			284,593
Leasehold improvements		10,635			10,684
Equipment		245,352			236,420
Construction in progress		11,764			15,919
Property and equipment, at cost		790,200			789,201
Accumulated depreciation and amortization		(228,438	)		(218,345	)
Property and equipment, net	$	561,762		$	570,856

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Intangible Assets Net Excluding Goodwill [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

	March 31, 2021							December 31, 2020
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	187,643	$	(100,223	)	$	87,420	$	187,643	$	(95,694	)	$	91,949
Trademarks/licenses		1,898		(1,128	)		770		1,898		(1,115	)		783
Covenant not to compete		4,552		(4,402	)		150		4,552		(4,372	)		180
Total intangible assets	$	194,093	$	(105,753	)	$	88,340	$	194,093	$	(101,181	)	$	92,912

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

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

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

	March 31,		December 31,
	2021		2020
Revolving credit facility	$	526,141	$	513,180
Finance lease obligations		19,374		20,007
Total debt and finance lease obligations		545,515		533,187
Current portion		2,677		2,631
Noncurrent portion		542,838		530,556
Deferred financing costs, net		2,997		3,257
Noncurrent portion, net of deferred financing costs	$	539,841	$	527,299

Related-Party Transactions (Tables)

3 Months Ended

Mar. 31, 2021

DMS [Member]

Summary of Revenues from Related Parties

Revenues from motor fuel sales and rental income from DMS for the three months ended March 31, 2020 were as follows (in thousands):

Revenues from motor fuel sales to DMS		$	22,109
Rental income from DMS			1,213

Net Income per Limited Partnership Unit (Tables)

3 Months Ended

Mar. 31, 2021

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,
	2021			2020
Numerator:
Distributions paid	$	19,912		$	18,111
Allocation of distributions in excess of net income		(23,879	)		53,817
Limited partners’ interest in net income - basic and diluted	$	(3,967	)	$	71,928
Denominator:
Weighted-average limited partnership units outstanding - basic		37,869,259			35,994,972
Adjustment for phantom and phantom performance units (a)		—			961
Weighted-average limited partnership units outstanding - diluted		37,869,259			35,995,933
Net income per limited partnership unit - basic and diluted	$	(0.10	)	$	2.00

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

(a)

Distributions Made to Limited Partner, by Distribution

Distribution activity for 2021 is as follows:

Quarter Ended

Record Date

Payment Date

Cash

Distribution

(per unit)

Cash

Distribution

(in thousands)

December 31, 2020

February 2, 2021

February 9, 2021

0.5250

19,912

March 31, 2021

May 4, 2021

May 11, 2021

0.5250

19,915

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2021

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, 2021
Revenues from fuel sales to external customers	$	398,493	$	197,487	$	—		$	595,980
Intersegment revenues from fuel sales		144,452		—		(144,452	)		—
Revenues from food and merchandise sales		—		37,839		—			37,839
Rent income		17,700		2,772		—			20,472
Other revenue		1,134		1,859		—			2,993
Total revenues	$	561,779	$	239,957	$	(144,452	)	$	657,284

Operating income (loss)	$	24,905	$	293	$	(26,062	)	$	(864	)

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

Summary of Receivables Relating to Revenue Streams

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

	March 31,		December 31,
	2021		2020
Receivables from fuel and merchandise sales	$	26,741	$	23,800
Receivables for rent and other lease-related charges		5,195		5,650
Total accounts receivable	$	31,936	$	29,450

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2021

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,
	2021			2020
Decrease (increase):
Accounts receivable	$	(2,512	)	$	9,238
Accounts receivable from related parties		(4	)		2,612
Inventories		(1,104	)		1,840
Other current assets		(1,359	)		479
Other assets		(892	)		(423	)
Increase (decrease):
Accounts payable		3,063			(10,498	)
Accounts payable to related parties		529			482
Motor fuel and sales taxes payable		859			(2,402	)
Accrued expenses and other current liabilities		733			(1,570	)
Other long-term liabilities		3,574			(568	)
Changes in operating assets and liabilities, net of acquisitions	$	2,887		$	(810	)

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2021			2020
Cash paid for interest	$	2,996		$	5,330
Cash paid for income taxes, net of refunds received		(14	)		(5	)

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,
	2021		2020
Lease liabilities arising from obtaining right-of-use assets	$	9,156	$	7,351
Net assets acquired in connection with the asset exchange tranches with Circle K		—		(10,965	)
Net assets acquired in connection with the CST Fuel Supply Exchange with Circle K		—		(55,282	)

Description of Business and Other Disclosures - Additional Information (Details) $ in Millions				3 Months Ended
	Apr. 14, 2020 Site	Mar. 25, 2020 USD ($) Site Property	Dec. 17, 2018 Site	Mar. 31, 2021	Mar. 31, 2020
CST Fuel Supply Exchange Agreement [Member]
Concentration Risk [Line Items]
Number of leased convenience store properties acquired \| Property		33
Proceeds in exchange for investment \| $		$ 14.1
CST Fuel Supply Exchange Agreement [Member] \| Wholesale Fuel Supply Contracts/Rights [Member]
Concentration Risk [Line Items]
Number of additional sites		331
Circle K Stores Inc. [Member]
Concentration Risk [Line Items]
Number of sites acquired			191
Number of real property in exchange for acquisition			56
Number of sites previously owned and operated by partnership			17
Collection of rent from real property sites divested			we no longer collect rent from the sites divested in these transactions
Sellers [Member] \| Asset Purchase Agreement [Member] \| Retail and Wholesale Acquisition [Member]
Concentration Risk [Line Items]
Number of retail stores operated	169
Number of company operated sites	154
Number of commission sites	15
Number of newly leased sites	62
Number of sites under dealer arrangements	107
Number of wholesale fuel distribution	110
Number of third-party wholesale dealer contracts	53
Motor Fuel Gallons [Member]
Concentration Risk [Line Items]
Percentage of product sold, delivered by one carrier				17.00%	15.00%
Rental Income [Member] \| Revenue Benchmark
Concentration Risk [Line Items]
Concentration Risk, Percentage				12.00%	12.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| ExxonMobil, Corp [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage				33.00%	24.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| BP P.L.C [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage				23.00%	23.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Motiva [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage				12.00%	13.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Marathon Petroleum Company LP [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage				10.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Circle K [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage					11.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Other suppliers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage				10.00%	10.00%

Assets Held for Sale - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($) Property Store	Mar. 31, 2020 USD ($) Property	Dec. 31, 2020 Store
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold \| Property	3	6
Proceeds from sale of properties	$ 0.9	$ 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	28		25

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 790,200	$ 789,201
Less accumulated depreciation	(228,438)	(218,345)
Assets held for sale	561,762	570,856
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	238,614	241,585
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	283,835	284,593
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	245,352	236,420
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	12,360	11,825
Less accumulated depreciation	(1,812)	(1,927)
Assets held for sale	10,548	9,898
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	8,780	7,889
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	2,302	2,784
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,278	$ 1,152

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Retail site merchandise	$ 11,437	$ 11,969
Motor fuel	12,920	11,284
Inventories	$ 24,357	$ 23,253

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 790,200	$ 789,201
Less accumulated depreciation	(228,438)	(218,345)
Assets held for sale	561,762	570,856
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	238,614	241,585
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	283,835	284,593
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	10,635	10,684
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	245,352	236,420
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 11,764	$ 15,919

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Depreciation, Amortization and Accretion Expenses [Member]
Property Plant And Equipment [Line Items]
Impairment charges. Property, Plant, and Equipment	$ 2.3	$ 5.2

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 194,093	$ 194,093
Finite-Lived Intangible Assets, Accumulated Amortization	(105,753)	(101,181)
Intangible assets, net	88,340	92,912
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	187,643	187,643
Finite-Lived Intangible Assets, Accumulated Amortization	(100,223)	(95,694)
Intangible assets, net	87,420	91,949
Trademarks/Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,898	1,898
Finite-Lived Intangible Assets, Accumulated Amortization	(1,128)	(1,115)
Intangible assets, net	770	783
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	(4,402)	(4,372)
Intangible assets, net	$ 150	$ 180

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Revolving credit facility	$ 526,141	$ 513,180
Finance lease obligations	19,374	20,007
Total debt and finance lease obligations	545,515	533,187
Current portion	2,677	2,631
Noncurrent portion	542,838	530,556
Deferred financing costs, net	2,997	3,257
Noncurrent portion, net of deferred financing costs	$ 539,841	$ 527,299

- 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, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 4,000,000.0	$ 4,000,000.0
Line of credit facility, maximum borrowing capacity	$ 115,400,000
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end	2.10%
Notes Payable to Banks [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined interest charge coverage ratio	2.50%
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 [Member]
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 [Member] \| 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, 2021 USD ($)	Dec. 31, 2020 USD ($)
Derivative Instruments Gain Loss [Line Items]
Estimated loss to be reclassified from accumulated other comprehensive loss into interest expense			$ 1.0
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	$ 75.0	$ 150.0
Fixed interest rate	0.38%	0.495%
Maturity date	Apr. 01, 2024	Apr. 01, 2024
Number of interest rate swap contracts \| Derivative	2
Fair value of contract			$ 0.2	$ 2.5
Net realized loss			$ 0.2

Related-Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Related Party Transaction [Line Items]
Rental income	$ 20,472	$ 22,688
DMS [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	22,109
DMS [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 1,213

Related-Party Transactions - Additional Information (Details) - USD ($)		3 Months Ended
	Apr. 14, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Rental income		$ 20,472,000	$ 22,688,000
Accounts receivable from related parties		935,000		$ 931,000
Accounts payable to related parties		5,855,000		5,379,000
Incentive distribution			133,000
Cost of services		602,416,000	355,966,000
Topper Group Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred		12,800,000	3,500,000
DMS [Member] \| Retail and Wholesale Acquisition [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 0
Topper And Entities [Member]
Related Party Transaction [Line Items]
Rental income		11,200,000	100,000
Accounts receivable from related parties		$ 800,000		700,000
Date of fuel supply to related parties		Apr. 14, 2020
Rent expense		$ 2,300,000	300,000
Accounts payable to related parties		100,000		100,000
Cost of services		400,000	100,000
Topper Group [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred		100,000
Incentive distribution			100,000
Dividends cash		$ 9,700,000	7,900,000
Lease expenses		insignificant
Topper Group [Member] \| Topper Group Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties		$ 3,700,000		3,700,000
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties		1,800,000		$ 1,500,000
Merchandise costs		4,200,000
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense		$ 300,000	$ 200,000

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 4.0	$ 3.9
Other Assets [Member]
Commitments And Contingencies Disclosure [Abstract]
Indemnification assets related to third party escrow funds, state funds or insurance	$ 3.1	$ 3.1

Equity-Based Compensation - Additional Information (Details) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2021 NonEmployeeDirector shares	Mar. 31, 2021 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based employee and directors compensation expense		$ 0.2
Liability for equity-based awards		$ 0.3
Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Phantom units granted \| shares	1,509
Number of non-employee directors to whom Phantom Units are granted. \| NonEmployeeDirector	3

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
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 annual period.
Income tax benefit	$ 306	$ 32
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Limited partnership percentage of non qualifying income to gross income	10.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

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, 2021

Mar. 31, 2020

Numerator:

Distributions paid

$ 19,912

$ 18,111

Allocation of distributions in excess of net income

(23,879)

53,817

Limited partners’ interest in net income - basic and diluted

$ (3,967)

$ 71,928

Denominator:

Weighted-average limited partnership units outstanding - basic

37,869,259

35,994,972

Adjustment for phantom and phantom performance units

^[1]

961

Weighted-average limited partnership units outstanding - diluted

37,869,259

35,995,933

Net income per limited partnership unit - basic and diluted

$ (0.10)

$ 2.00

Distributions paid per common unit

0.5250

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

$ 0.5250

[1]	21,871 potentially dilutive common units were not included in the calculation of diluted earnings per common unit for the three months ended March 31, 2021 because to do so would have been antidilutive.

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 (Parenthetical) (Details)	3 Months Ended
	Mar. 31, 2021 shares
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	21,871

Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Partnership Distributions [Abstract]
Record Date	May 04, 2021	Feb. 02, 2021
Payment Date	May 11, 2021	Feb. 09, 2021
Cash Distribution (per unit)	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 19,915	$ 19,912

Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2021 USD ($) Site Segment	Mar. 31, 2020 USD ($)	Apr. 14, 2020 Site	Dec. 31, 2020 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Number of converted operated sites to dealer operated sites \| Site	0		46
Contract costs, unamortized balance	$ 8.7			$ 8.3
Contract costs, amortization against operating revenues	$ 0.3	$ 0.3

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting Information [Line Items]
Total revenues	$ 657,284	$ 391,695
Rental income	20,472	22,688
Operating income (loss)	(864)	77,432
Income from CST Fuel Supply equity interests		3,202
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	595,980	367,892
Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	37,839
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	2,993	1,115
Unallocated [Member]
Segment Reporting Information [Line Items]
Total revenues	(144,452)	(47,906)
Operating income (loss)	(26,062)	47,772
Unallocated [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	(144,452)	(47,906)
Wholesale [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	561,779	371,612
Rental income	17,700	20,468
Operating income (loss)	24,905	29,265
Income from CST Fuel Supply equity interests		3,202
Wholesale [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	398,493	302,123
Wholesale [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	1,134	1,115
Wholesale [Member] \| Intersegment [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	144,452	47,906
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	239,957	67,989
Rental income	2,772	2,220
Operating income (loss)	293	395
Retail [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	197,487	$ 65,769
Retail [Member] \| Operating Segments [Member] \| Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	37,839
Retail [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 1,859

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Segment Reporting Information [Line Items]
Total accounts receivable	$ 31,936	$ 29,450
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	26,741	23,800
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 5,195	$ 5,650

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Decrease (increase):
Accounts receivable	$ (2,512)	$ 9,238
Accounts receivable from related parties	(4)	2,612
Inventories	(1,104)	1,840
Other current assets	(1,359)	479
Other assets	(892)	(423)
Increase (decrease):
Accounts payable	3,063	(10,498)
Accounts payable to related parties	529	482
Motor fuel and sales taxes payable	859	(2,402)
Accrued expenses and other current liabilities	733	(1,570)
Other long-term liabilities	3,574	(568)
Changes in operating assets and liabilities, net of acquisitions	$ 2,887	$ (810)

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 2,996	$ 5,330
Cash paid for income taxes, net of refunds received	$ (14)	$ (5)

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule Of Supplemental Cash Flow [Line Items]
Lease liabilities arising from obtaining right-of-use assets	$ 9,156	$ 7,351
Asset Exchanges [Member] \| Circle K Stores Inc. [Member]
Schedule Of Supplemental Cash Flow [Line Items]
Net assets acquired		(10,965)
CST Fuel Supply Exchange Agreement [Member] \| Circle K Stores Inc. [Member]
Schedule Of Supplemental Cash Flow [Line Items]
Net assets acquired		$ (55,282)

Subsequent Event - Acquisition of Assets From 7-Eleven - Additional Information (Details) - US [Member] - Subsequent Event [Member] - 7 Eleven, Inc. [Member] - Asset Purchase Agreement [Member] $ in Millions	Apr. 28, 2021 USD ($) Segment
Subsequent Event [Line Items]
Number of ownership and operations of operated sites	106
Aggregate purchase price \| $	$ 263.0
Fee Site [Member]
Subsequent Event [Line Items]
Number of ownership and operations of operated sites	90
Leased Site [Member]
Subsequent Event [Line Items]
Number of ownership and operations of operated sites	16