0000950170-22-008609 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 05, 2022
Cover [Abstract]
Entity Registrant Name	CROSSAMERICA PARTNERS LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Mar. 31, 2022
Amendment Flag	false
Document Fiscal Year Focus	2022
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		37,912,710
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	645 Hamilton Street
Entity Address, Address Line Two	Suite 400
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, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 11,149	$ 7,648
Accounts receivable, net of allowances of $499 and $458, respectively	34,392	33,331
Accounts receivable from related parties	951	1,149
Inventory	52,681	46,100
Assets held for sale	4,175	4,907
Other current assets	19,631	13,180
Total current assets	122,979	106,315
Property and equipment, net	757,232	755,454
Right-of-use assets, net	165,605	169,333
Intangible assets, net	105,506	114,187
Goodwill	99,409	100,464
Other assets	30,055	24,389
Total assets	1,280,786	1,270,142
Current liabilities:
Current portion of debt and finance lease obligations	2,774	10,939
Current portion of operating lease obligations	34,793	34,832
Accounts payable	80,010	67,173
Accounts payable to related parties	7,915	7,679
Accrued expenses and other current liabilities	20,967	20,682
Motor fuel and sales taxes payable	22,197	22,585
Total current liabilities	168,656	163,890
Debt and finance lease obligations, less current portion	799,034	810,635
Operating lease obligations, less current portion	136,481	140,149
Deferred tax liabilities, net	10,296	12,341
Asset retirement obligations	45,877	45,366
Other long-term liabilities	45,633	41,203
Total liabilities	1,205,977	1,213,584
Commitments and contingencies
Preferred membership interests	24,500
Partners' Capital [Abstract]
Common units-37,912,710 and 37,896,556 units issued and outstanding at March 31, 2022 and December 31, 2021, respectively	38,960	53,528
Accumulated other comprehensive income	11,349	3,030
Total equity	50,309	56,558
Total liabilities and equity	$ 1,280,786	$ 1,270,142

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement Of Financial Position [Abstract]
Account receivable allowance	$ 499	$ 458
Shares issued	37,912,710	37,896,556
Shares outstanding	37,912,710	37,896,556

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Operating revenues	$ 1,093,211	$ 657,284
Costs of sales	1,014,381	602,416
Gross profit	78,830	54,868
Operating expenses:
Operating expenses	42,109	29,403
General and administrative expenses	6,483	7,650
Depreciation, amortization and accretion expense	20,275	18,031
Total operating expenses	68,867	55,084
Loss on dispositions and lease terminations, net	(244)	(648)
Operating income (loss)	9,719	(864)
Other income, net	130	88
Interest expense	(6,661)	(3,497)
Income (loss) before income taxes	3,188	(4,273)
Income tax benefit	(1,859)	(306)
Net income (loss) available to limited partners	$ 5,047	$ (3,967)
Basic and diluted earnings per common unit	$ 0.13	$ (0.10)
Weighted-average limited partner units:
Basic common units	37,900,146	37,869,259
Diluted common units	37,959,441	37,891,130
Supplemental information:
(a) includes excise taxes of:	$ 66,858	$ 43,705
(a) Includes rent income of:	20,627	20,472
(b) excludes depreciation, amortization and accretion and includes rent expense of:	5,841	5,913
(c) includes rent expense of:	$ 3,708	$ 3,196

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 5,047	$ (3,967)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion expense	20,275	18,031
Amortization of deferred financing costs	680	260
Credit loss expense	45	31
Deferred income tax benefit	(2,045)	(590)
Equity-based employee and director compensation expense	732	368
Loss on dispositions and lease terminations, net	244	648
Changes in operating assets and liabilities, net of acquisitions	3,410	2,887
Net cash provided by operating activities	28,388	17,668
Cash flows from investing activities:
Principal payments received on notes receivable	33	47
Proceeds from sale of assets	1,460	931
Capital expenditures	(8,934)	(10,621)
Cash paid in connection with acquisitions, net of cash acquired	(1,885)
Net cash used in investing activities	(9,326)	(9,643)
Cash flows from financing activities:
Borrowings under revolving credit facilities	30,600	34,500
Repayments on revolving credit facilities	(26,575)	(21,539)
Borrowings under the Term Loan Facility	1,120
Repayments on the Term Loan Facility	(24,600)
Net proceeds from issuance of preferred membership interests	24,500
Payments of finance lease obligations	(658)	(633)
Payments of deferred financing costs	(6)
Distributions paid on distribution equivalent rights	(46)	(31)
Distributions paid on common units	(19,896)	(19,881)
Net cash provided used in financing activities	(15,561)	(7,584)
Net increase in cash and cash equivalents	3,501	441
Cash and cash equivalents at beginning of period	7,648	513
Cash and cash equivalents at end of period	$ 11,149	$ 954

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2020	$ 109,668	$ 112,124	$ (2,456)
Balance, Common Units at Dec. 31, 2020		37,868,046
Net income (loss)	(3,967)	$ (3,967)
Other comprehensive Income
Unrealized gain on interest rate swap contracts	2,017		2,017
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense	231		231
Total other comprehensive income	2,248		2,248
Comprehensive (loss) income	(1,719)	(3,967)	2,248
Issuance of units related to Bonus Plan	126	$ 126
Issuance of units related to 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
Balance at Dec. 31, 2021	56,558	$ 53,528	3,030
Balance, Common Units at Dec. 31, 2021		37,896,556
Net income (loss)	5,047	$ 5,047
Other comprehensive Income
Unrealized gain on interest rate swap contracts	8,113		8,113
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense	206		206
Total other comprehensive income	8,319		8,319
Comprehensive (loss) income	13,366	5,047	8,319
Issuance of units related to Bonus Plan	327	$ 327
Issuance of units related to Bonus Plan, Units		16,154
Distributions paid	(19,942)	$ 19,942
Balance at Mar. 31, 2022	$ 50,309	$ 38,960	$ 11,349
Balance, Common Units at Mar. 31, 2022		37,912,710

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2022

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 and ourselves; and

•

the operation of retail sites, including the sale of convenience merchandise to end customers.

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, 2022 and for the three months ended March 31, 2022 and 2021 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2021 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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 2022, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

For the three months ended March 31, 2022 and 2021, respectively, our wholesale business purchased approximately 81% and 78% of its motor fuel from four suppliers. Approximately 24% and 29% of our motor fuel gallons sold for the three months ended March 31, 2022 and 2021, respectively, were delivered by two carriers.

For the three months ended March 31, 2022 and 2021, respectively, approximately 22% and 18% of our rent income was from two multi-site operators.

For the three months ended March 31, 2022 and 2021, respectively, approximately 41% and 42% of our merchandise was purchased from one supplier.

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 reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continued to recover in 2021 and 2022, we cannot predict the scope and severity with which COVID-19 will impact our business. 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.

Acquisition of Assets From 7-Eleven

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Acquisition of Assets From 7-Eleven

Note 2. ACQUISITION OF ASSETS FROM 7-ELEVEN

In February 2022, we closed on the final three properties of our 106-site acquisition from 7-Eleven for a purchase price of $3.6 million (including inventory and working capital), of which $1.8 million will be paid on or prior to February 8, 2027. We recorded the purchase of these properties and adjustments to our previous purchase accounting for the first 103 properties as summarized in the table below (in thousands):


Inventories	$	271
Other current assets		30
Property and equipment		8,171
Intangible assets		(3,498	)
Goodwill		(1,027	)
Total assets	$	3,947

Accrued expenses and other current liabilities	$	144
Other non-current liabilities		1,800
Asset retirement obligations		118
Total liabilities	$	2,062
Total consideration, net of cash acquired	$	1,885

The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort.

The fair value of land was based on a market approach. The value of buildings and equipment was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and five to 30 years for equipment.

The fair value of the wholesale fuel distribution rights included in intangible assets was based on an income approach. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years.

The fair value of goodwill represents expected synergies from combining operations, intangible assets that do not qualify for separate recognition, and other factors. All goodwill is anticipated to be deductible for tax purposes.

Management continues to review the valuation and is confirming the result to determine the final purchase price allocation. We anticipate finalizing purchase accounting during the second quarter of 2022.

We funded these transactions primarily through the JKM Credit Facility as well as undrawn capacity under the CAPL Credit Facility and cash on hand.

Assets Held for Sale

3 Months Ended

Mar. 31, 2022

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

Assets Held for Sale

Note 3. ASSETS HELD FOR SALE

We have classified 10 sites and 12 sites as held for sale at March 31, 2022 and December 31, 2021, 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,
	2022			2021
Land	$	2,219		$	3,042
Buildings and site improvements		2,299			2,231
Equipment		840			939
Total		5,358			6,212
Less accumulated depreciation		(1,183	)		(1,305	)
Assets held for sale	$	4,175		$	4,907

The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2022, we sold 4 properties for $1.5 million in proceeds, resulting in a net gain of $0.3 million. During the three months ended March 31, 2021, we sold three properties for $0.9 million in proceeds, resulting in an insignificant net loss.

See Note 5 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale.

Inventories

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventories

Note 4. INVENTORIES

Inventories consisted of the following (in thousands):


	March 31,		December 31,
	2022		2021
Retail site merchandise	$	22,611	$	22,518
Motor fuel		30,070		23,582
Inventories	$	52,681	$	46,100

Property and Equipment

3 Months Ended

Mar. 31, 2022

Property Plant And Equipment [Abstract]

Property and Equipment

Note 5. PROPERTY AND EQUIPMENT

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


	March 31,			December 31,
	2022			2021
Land	$	326,964		$	321,813
Buildings and site improvements		361,145			358,335
Leasehold improvements		13,570			13,437
Equipment		321,366			314,393
Construction in progress		10,290			9,457
Property and equipment, at cost		1,033,335			1,017,435
Accumulated depreciation and amortization		(276,103	)		(261,981	)
Property and equipment, net	$	757,232		$	755,454

We recorded impairment charges of $0.7 million and $2.3 million during the three months ended March 31, 2022 and 2021, 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, 2022

Intangible Assets Net Excluding Goodwill [Abstract]

Intangible Assets

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):


	March 31, 2022							December 31, 2021
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	208,697	$	(104,266	)	$	104,431	$	212,194	$	(99,124	)	$	113,070
Trademarks/licenses		2,208		(1,193	)		1,015		2,208		(1,174	)		1,034
Covenant not to compete		450		(390	)		60		450		(367	)		83
Total intangible assets	$	211,355	$	(105,849	)	$	105,506	$	214,852	$	(100,665	)	$	114,187

See Note 2 regarding the purchase accounting for the final three sites acquired from 7-Eleven.

Goodwill

3 Months Ended

Mar. 31, 2022

Goodwill [Abstract]

Goodwill

Note 7. GOODWILL

Changes in goodwill during 2022 were as follows (in thousands):


	Wholesale Segment			Retail Segment			Consolidated
Balance at December 31, 2021	$	82,328		$	18,136		$	100,464
Adjustments to purchase accounting		(738	)		(317	)		(1,055	)
Balance at March 31, 2022	$	81,590		$	17,819		$	99,409

See Note 2 regarding the purchase accounting for the final three sites acquired from 7-Eleven.

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

Note 8. DEBT

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


	March 31,		December 31,
	2022		2021
CAPL Credit Facility	$	630,000	$	630,575
JKM Credit Facility		163,580		182,460
Finance lease obligations		16,150		16,809
Total debt and finance lease obligations		809,730		829,844
Current portion		2,774		10,939
Noncurrent portion		806,956		818,905
Deferred financing costs, net		7,922		8,270
Noncurrent portion, net of deferred financing costs	$	799,034	$	810,635

See Note 13 for information regarding the issuance of preferred membership interests, the proceeds of which were used to pay off borrowings under the Term Loan Facility. As of March 31, 2022, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):


	Debt		Finance Lease Obligations		Total
Remaining in 2022	$	—	$	2,438	$	2,438
2023		8,261		3,328		11,589
2024		641,015		3,427		644,442
2025		11,015		3,527		14,542
2026		133,290		3,629		136,919
2027		—		1,220		1,220
Total future payments		793,581		17,569		811,150
Less impact of discounting		—		1,420		1,420
		793,581		16,149		809,730
Current portion		—		2,774		2,774
Long-term portion	$	793,581	$	13,375	$	806,956

CAPL Credit Facility

Our CAPL Credit Facility is secured by substantially all of our assets, including our equity interest in Holdings, other than the assets of unrestricted subsidiaries designated as such under the CAPL Credit Facility. Holdings and its subsidiaries are unrestricted subsidiaries under the CAPL Credit Facility.

Taking the interest rate swap contracts described in Note 9 into account, our effective interest rate on our CAPL Credit Facility at March 31, 2022 was 2.9% (our applicable margin was 2.5% as of March 31, 2022).

Letters of credit outstanding at March 31, 2022 and December 31, 2021 totaled $4.0 million.

As of March 31, 2022, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at March 31, 2022, after taking into consideration debt covenant restrictions, was $116.0 million.

JKM Credit Facility

The obligations under the JKM Credit Facility are guaranteed by Holdings and its subsidiaries (other than CAPL JKM Partners) and secured by a lien on substantially all of the assets of Holdings and its subsidiaries (including CAPL JKM Partners). The obligations under the JKM Credit Facility are nonrecourse to CrossAmerica and its subsidiaries other than Holdings, CAPL JKM Partners and their respective subsidiaries.

The JKM Credit Facility contains customary events of default and covenants, including, among other things, and subject to certain exceptions, covenants that restrict the ability of Holdings and its subsidiaries to create or incur liens on assets, make investments, incur additional indebtedness, merge or consolidate and dispose of assets.

Our borrowings under the JKM Credit Facility had a weighted-average interest rate of 2.8% as of March 31, 2022 (LIBOR plus an applicable margin, which was 2.5% as of March 31, 2022).

Letters of credit outstanding at March 31, 2022 and December 31, 2021 totaled $0.8 million.

As of March 31, 2022, we were in compliance with our financial covenants under the JKM Credit Facility. The amount of availability under the JKM Credit Facility at March 31, 2022, after taking into consideration debt covenant restrictions, was $9.6 million.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Interest Rate Swap Contracts

3 Months Ended

Mar. 31, 2022

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 9. INTEREST RATE SWAP CONTRACTS

The interest payments on our CAPL 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. To hedge against interest rate volatility on our variable rate borrowings under the CAPL Credit Facility, we entered into three interest rate swap contracts in 2020 that mature on April 1, 2024. One interest rate swap contract has a notional amount of $150 million and a fixed rate of 0.495%. The other interest rate swap contracts each have a notional amount of $75 million and a fixed rate of 0.38%. 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, for which the current portion is included in other current assets and the noncurrent portion is included in other assets, totaled $11.4 million and $3.0 million at March 31, 2022 and December 31, 2021, respectively. See Note 12 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 for the three months ended March 31, 2022 and 2021.

We currently estimate that a gain of $4.2 million will be reclassified from AOCI 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, 2022

Related-Party Transactions

Note 10. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., a member of the Board, were $17.1 million and $11.2 million for the three months ended March 31, 2022 and 2021, respectively. Accounts receivable from TopStar were $0.8 million and $1.3 million at March 31, 2022 and December 31, 2021, respectively.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $2.4 million and $2.3 million for the three months ended March 31, 2022 and 2021, respectively.

Omnibus Agreement

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites, totaling $20.1 million and $12.8 million for the three months ended March 31, 2022 and 2021, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $5.6 million and $3.7 million at March 31, 2022 and December 31, 2021, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million and $9.7 million to the Topper Group related to its ownership of our common units during the three months ended March 31, 2022 and 2021, respectively.

We distributed $2.6 million and $0.5 million to affiliates of John B. Reilly, III related to their ownership of our common units during the three months ended March 31, 2022 and 2021, respectively.

See Note 13 for information regarding the issuance of preferred membership interests to related parties.

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 this related party of $0.3 million and $0.4 million for the three months ended March 31, 2022 and 2021, respectively. Accounts payable to this related party amounted to $0.3 million at March 31, 2022.

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. Merchandise costs amounted to $4.5 million and $4.2 million for three months ended March 31, 2022 and 2021, respectively. Amounts payable to this related party amounted to $2.0 million and $1.5 million at March 31, 2022 and December 31, 2021, 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 an insignificant amount for the three months ended March 31, 2022 and 2021.

Principal Executive Offices

Our principal executive offices are in Allentown, Pennsylvania. We lease office space 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 $0.2 million for each of the three months ended March 31, 2022 and 2021.

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, 2022 and 2021.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

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, 2022 or 2021.

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. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will 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 $7.5 million and $5.4 million at March 31, 2022 and December 31, 2021, 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 $5.6 million and $3.2 million at March 31, 2022 and December 31, 2021, 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 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, including our acquisition of certain assets from 7-Eleven. 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, 2022

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 2022 or 2021.

As further discussed in Note 9, 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 measurements.

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 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2022 and December 31, 2021 due to the short-term maturity of these instruments. The fair values of borrowings under the CAPL Credit Facility and JKM Credit Facility approximated their carrying values as of March 31, 2022 and December 31, 2021 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

Preferred Membership Interests

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Preferred Membership Interests

Note 13. PREFERRED MEMBERSHIP INTERESTS

On March 29, 2022, Holdings issued and sold 12,500 newly created Series A Preferred Interests (“Series A Preferred Interests”) to each of (i) Dunne Manning JKM LLC (the “DM Investor”), an entity affiliated with Joseph V. Topper, Jr., and (ii) John B. Reilly, III and a trust affiliated with Mr. Reilly ("the JBR Trust" and together with Mr. Reilly, the “JBR Investor;” and the JBR Investor, together with the DM Investor, the "Investors" and, each, an “Investor”) at a price of $1,000 per Series A Preferred Interest, for an aggregate purchase price of $25 million in cash (the “Preferred Issuance”), in reliance upon an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Preferred Issuance was consummated pursuant to an Investment Agreement, entered into as of March 29, 2022 (the “Investment Agreement”), by and among Holdings and each Investor. Following the Preferred Issuance, the Partnership indirectly retains 100% of the common interests of Holdings, and Holdings remains a consolidated subsidiary of the Partnership.

In light of the relationships between the Investors and the Partnership, the Preferred Issuance was reviewed by, and received the approval and recommendation of, the conflicts committee of the Board prior to execution of the Investment Agreement and consummation of the Preferred Issuance.

In connection with the Preferred Issuance, on March 29, 2022, LGP Operations LLC, a wholly owned subsidiary of the Partnership, each Investor and the Partnership entered into an amended and restated limited liability company agreement of Holdings to, among other things, set forth the rights, preferences, entitlements, restrictions and limitations of the Series A Preferred Interests. The Series A Preferred Interests have an initial liquidation preference of $1,000 per Series A Preferred Interest and are entitled to a preferred return at a rate of 9% per annum on the liquidation preference, compounded quarterly (the “preferred return”). Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”). The Exchange Price will be payable in common units of the Partnership or, if any holder of Series A Preferred Interests so elects, in cash. Any common units of the Partnership issued upon any exchange in payment of the Exchange Price will be valued at an amount equal to $23.74 per common unit, which is equal to 115% of the volume weighted average price of a Partnership common unit on the NYSE over the twenty trading-day period ending on March 28, 2022, the trading day immediately prior to the date of the Preferred Issuance.

The net proceeds received by Holdings in its sale of the Series A Preferred Interests were contributed to CAPL JKM Partners, which in turn used such net proceeds to prepay a portion of the outstanding indebtedness under the Term Loan Facility. As a result of this prepayment, CAPL JKM Partners does not need to make a principal payment on the Term Loan Facility until April 1, 2023. See Note 12 for additional information on the Term Loan Facility.

The preferred membership interests are presented in mezzanine equity on the balance sheet and the carrying amount will be accreted to the Exchange Price over time.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Income Taxes

3 Months Ended

Mar. 31, 2022

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 annual period.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. 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 $1.9 million and $0.3 million for the three months ended March 31, 2022 and 2021, 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 our taxable subsidiaries are 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.

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+ Details

Net Income Per Limited Partner Unit

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 15. 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 by the weighted-average number of outstanding common units.

We applied the if-converted method to the preferred membership interests in accordance with Accounting Standards Update No. 2020-06 for purposes of computing diluted earnings per unit. The impact on diluted earnings per unit for the first quarter of 2022 was insignificant given the timing of the issuance of the preferred membership interests.

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,
	2022			2021
Numerator:
Distributions paid	$	19,942		$	19,912
Allocation of distributions in excess of net income		(14,895	)		(23,879	)
Limited partners’ interest in net income - basic and diluted	$	5,047		$	(3,967	)
Denominator:
Weighted-average common units outstanding - basic		37,900,146			37,869,259
Adjustment for phantom and phantom performance units		35,893			—
Adjustment for preferred membership interests		23,402			—
Weighted-average common units outstanding - diluted		37,959,441			37,869,259
Net income per common unit - basic and diluted	$	0.13		$	(0.10	)

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 2022 is as follows:

Quarter Ended

Record Date

Payment Date

Cash
Distribution
(per unit)

Cash
Distribution
(in thousands)

December 31, 2021

February 3, 2022

February 10, 2022

0.5250

19,942

March 31, 2022

May 3, 2022

May 11, 2022

0.5250

19,951

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, 2022

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 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. 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 site 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, 2022
Revenues from fuel sales to external customers	$	583,121	$	422,242	$	—		$	1,005,363
Intersegment revenues from fuel sales		344,001		—		(344,001	)		—
Revenues from food and merchandise sales		—		62,347		—			62,347
Rent income		17,477		3,150		—			20,627
Other revenue		1,786		3,088		—			4,874
Total revenues	$	946,385	$	490,827	$	(344,001	)	$	1,093,211

Operating income (loss)	$	36,857	$	676	$	(27,814	)	$	9,719

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	)

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


	March 31,		December 31,
	2022		2021
Receivables from fuel and merchandise sales	$	32,716	$	27,932
Receivables for rent and other lease-related charges		2,627		6,548
Total accounts receivable	$	35,343	$	34,480

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 $11.2 million and $11.0 million at March 31, 2022 and December 31, 2021, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.4 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

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-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2022

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,
	2022			2021
(Increase) decrease:
Accounts receivable	$	(1,177	)	$	(2,512	)
Accounts receivable from related parties		198			(4	)
Inventories		(6,314	)		(1,104	)
Other current assets		(1,854	)		(1,359	)
Other assets		(131	)		(892	)
Increase (decrease):
Accounts payable		12,645			3,063
Accounts payable to related parties		492			529
Motor fuel and sales taxes payable		(1,345	)		859
Accrued expenses and other current liabilities		(388	)		733
Other long-term liabilities		1,284			3,574
Changes in operating assets and liabilities, net of acquisitions	$	3,410		$	2,887

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,
	2022			2021
Cash paid for interest	$	5,892		$	2,996
Refunds received, net of cash paid for income taxes		(2	)		(14	)

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


	Three Months Ended March 31,
	2022		2021
Accrued capital expenditures	$	2,664	$	1,062
Lease liabilities arising from obtaining right-of-use assets		2,758		9,156

Description of Business and Other Disclosures (Policies)	3 Months Ended
	Mar. 31, 2022
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, 2022 and for the three months ended March 31, 2022 and 2021 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2021 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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 For the three months ended March 31, 2022 and 2021, respectively, our wholesale business purchased approximately 81% and 78% of its motor fuel from four suppliers. Approximately 24% and 29% of our motor fuel gallons sold for the three months ended March 31, 2022 and 2021, respectively, were delivered by two carriers. For the three months ended March 31, 2022 and 2021, respectively, approximately 22% and 18% of our rent income was from two multi-site operators. For the three months ended March 31, 2022 and 2021, respectively, approximately 41% and 42% of our merchandise was purchased from one supplier.
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 reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continued to recover in 2021 and 2022, we cannot predict the scope and severity with which COVID-19 will impact our business. 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.

Acquisition of Assets From 7-Eleven (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Summary of Purchase of Properties and Adjustments to Previous Purchase Accounting

We recorded the purchase of these properties and adjustments to our previous purchase accounting for the first 103 properties as summarized in the table below (in thousands):


Inventories	$	271
Other current assets		30
Property and equipment		8,171
Intangible assets		(3,498	)
Goodwill		(1,027	)
Total assets	$	3,947

Accrued expenses and other current liabilities	$	144
Other non-current liabilities		1,800
Asset retirement obligations		118
Total liabilities	$	2,062
Total consideration, net of cash acquired	$	1,885

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2022

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

Assets Held for Sale


	March 31,			December 31,
	2022			2021
Land	$	2,219		$	3,042
Buildings and site improvements		2,299			2,231
Equipment		840			939
Total		5,358			6,212
Less accumulated depreciation		(1,183	)		(1,305	)
Assets held for sale	$	4,175		$	4,907

Inventories (Tables)

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following (in thousands):


	March 31,		December 31,
	2022		2021
Retail site merchandise	$	22,611	$	22,518
Motor fuel		30,070		23,582
Inventories	$	52,681	$	46,100

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

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


	March 31,			December 31,
	2022			2021
Land	$	326,964		$	321,813
Buildings and site improvements		361,145			358,335
Leasehold improvements		13,570			13,437
Equipment		321,366			314,393
Construction in progress		10,290			9,457
Property and equipment, at cost		1,033,335			1,017,435
Accumulated depreciation and amortization		(276,103	)		(261,981	)
Property and equipment, net	$	757,232		$	755,454

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets Net Excluding Goodwill [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):


	March 31, 2022							December 31, 2021
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	208,697	$	(104,266	)	$	104,431	$	212,194	$	(99,124	)	$	113,070
Trademarks/licenses		2,208		(1,193	)		1,015		2,208		(1,174	)		1,034
Covenant not to compete		450		(390	)		60		450		(367	)		83
Total intangible assets	$	211,355	$	(105,849	)	$	105,506	$	214,852	$	(100,665	)	$	114,187

Goodwill (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill [Abstract]

Schedule of Changes in Goodwill

Changes in goodwill during 2022 were as follows (in thousands):


	Wholesale Segment			Retail Segment			Consolidated
Balance at December 31, 2021	$	82,328		$	18,136		$	100,464
Adjustments to purchase accounting		(738	)		(317	)		(1,055	)
Balance at March 31, 2022	$	81,590		$	17,819		$	99,409

Debt (Tables)

3 Months Ended

Mar. 31, 2022

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,
	2022		2021
CAPL Credit Facility	$	630,000	$	630,575
JKM Credit Facility		163,580		182,460
Finance lease obligations		16,150		16,809
Total debt and finance lease obligations		809,730		829,844
Current portion		2,774		10,939
Noncurrent portion		806,956		818,905
Deferred financing costs, net		7,922		8,270
Noncurrent portion, net of deferred financing costs	$	799,034	$	810,635

Schedule Of Debt And Future Minimum Lease Payments On Finance Lease Obligations

As of March 31, 2022, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):


	Debt		Finance Lease Obligations		Total
Remaining in 2022	$	—	$	2,438	$	2,438
2023		8,261		3,328		11,589
2024		641,015		3,427		644,442
2025		11,015		3,527		14,542
2026		133,290		3,629		136,919
2027		—		1,220		1,220
Total future payments		793,581		17,569		811,150
Less impact of discounting		—		1,420		1,420
		793,581		16,149		809,730
Current portion		—		2,774		2,774
Long-term portion	$	793,581	$	13,375	$	806,956

Net Income per Limited Partnership Unit (Tables)

3 Months Ended

Mar. 31, 2022

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,
	2022			2021
Numerator:
Distributions paid	$	19,942		$	19,912
Allocation of distributions in excess of net income		(14,895	)		(23,879	)
Limited partners’ interest in net income - basic and diluted	$	5,047		$	(3,967	)
Denominator:
Weighted-average common units outstanding - basic		37,900,146			37,869,259
Adjustment for phantom and phantom performance units		35,893			—
Adjustment for preferred membership interests		23,402			—
Weighted-average common units outstanding - diluted		37,959,441			37,869,259
Net income per common unit - basic and diluted	$	0.13		$	(0.10	)

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 2022 is as follows:

Quarter Ended

Record Date

Payment Date

Cash
Distribution
(per unit)

Cash
Distribution
(in thousands)

December 31, 2021

February 3, 2022

February 10, 2022

0.5250

19,942

March 31, 2022

May 3, 2022

May 11, 2022

0.5250

19,951

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022
Revenues from fuel sales to external customers	$	583,121	$	422,242	$	—		$	1,005,363
Intersegment revenues from fuel sales		344,001		—		(344,001	)		—
Revenues from food and merchandise sales		—		62,347		—			62,347
Rent income		17,477		3,150		—			20,627
Other revenue		1,786		3,088		—			4,874
Total revenues	$	946,385	$	490,827	$	(344,001	)	$	1,093,211

Operating income (loss)	$	36,857	$	676	$	(27,814	)	$	9,719

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	)

Summary of Receivables Relating to Revenue Streams

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


	March 31,		December 31,
	2022		2021
Receivables from fuel and merchandise sales	$	32,716	$	27,932
Receivables for rent and other lease-related charges		2,627		6,548
Total accounts receivable	$	35,343	$	34,480

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2022

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,
	2022			2021
(Increase) decrease:
Accounts receivable	$	(1,177	)	$	(2,512	)
Accounts receivable from related parties		198			(4	)
Inventories		(6,314	)		(1,104	)
Other current assets		(1,854	)		(1,359	)
Other assets		(131	)		(892	)
Increase (decrease):
Accounts payable		12,645			3,063
Accounts payable to related parties		492			529
Motor fuel and sales taxes payable		(1,345	)		859
Accrued expenses and other current liabilities		(388	)		733
Other long-term liabilities		1,284			3,574
Changes in operating assets and liabilities, net of acquisitions	$	3,410		$	2,887

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):


	Three Months Ended March 31,
	2022			2021
Cash paid for interest	$	5,892		$	2,996
Refunds received, net of cash paid for income taxes		(2	)		(14	)

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,
	2022		2021
Accrued capital expenditures	$	2,664	$	1,062
Lease liabilities arising from obtaining right-of-use assets		2,758		9,156

Description of Business and Other Disclosures - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022 Supplier Operators Carriers	Mar. 31, 2021
Motor Fuel Gallons [Member]
Concentration Risk [Line Items]
Percentage of product sold, delivered by two carrier	24.00%	29.00%
Number of motor fuel carriers \| Carriers	2
Rental Income [Member] \| Revenue Benchmark \| Multi Site Operator [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	22.00%	18.00%
Number of multi-site operators \| Operators	2
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Four Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	81.00%	78.00%
Number of motor fuel suppliers	4
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	41.00%	42.00%
Number of Supplier	1

Acquisition of Assets From 7-Eleven - Additional Information (Details) - 7 Eleven, Inc. [Member] $ in Millions		1 Months Ended	3 Months Ended
	Feb. 08, 2027 USD ($)	Feb. 28, 2022 USD ($) Site Property	Mar. 31, 2022
Business Acquisition [Line Items]
Number of sites \| Site		106
Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $		$ 3.6
Number of properties consummated by buyer \| Property		103
Asset Purchase Agreement [Member] \| Scenario Forecast [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $	$ 1.8
Asset Purchase Agreement [Member] \| Distribution Rights [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets, useful life			10 years
Asset Purchase Agreement [Member] \| Building [Member]
Business Acquisition [Line Items]
Property and equipment, useful life			20 years
Asset Purchase Agreement [Member] \| Equipment [Member] \| Minimum [Member]
Business Acquisition [Line Items]
Property and equipment, useful life			30 years
Asset Purchase Agreement [Member] \| Site Acquisition [Member]
Business Acquisition [Line Items]
Number of properties consummated by buyer \| Property		3

Acquisition of Assets From 7-Eleven - Summary of Purchase of Properties and Adjustments to Previous Purchase Accounting (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ (99,409)	$ (100,464)
Asset Purchase Agreement [Member] \| 7 Eleven, Inc. [Member]
Business Acquisition [Line Items]
Inventories	271
Other current assets	30
Property and equipment	8,171
Intangible assets	(3,498)
Goodwill	(1,027)
Total assets	3,947
Accrued expenses and other current liabilities	144
Other non-current liabilities	1,800
Asset retirement obligations	118
Total liabilities	2,062
Total consideration, net of cash acquired	$ 1,885

Assets Held for Sale - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) Store Property	Mar. 31, 2021 USD ($) Property	Dec. 31, 2021 Store
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold \| Property	4	3
Proceeds from sale of properties	$ 1.5	$ 0.9
Gain on sales of assets, net	$ 0.3
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores \| Store	10		12

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,033,335	$ 1,017,435
Less accumulated depreciation	(276,103)	(261,981)
Assets held for sale	757,232	755,454
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	326,964	321,813
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	361,145	358,335
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	321,366	314,393
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	5,358	6,212
Less accumulated depreciation	(1,183)	(1,305)
Assets held for sale	4,175	4,907
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	2,219	3,042
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	2,299	2,231
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 840	$ 939

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Retail site merchandise	$ 22,611	$ 22,518
Motor fuel	30,070	23,582
Inventories	$ 52,681	$ 46,100

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 1,033,335	$ 1,017,435
Less accumulated depreciation	(276,103)	(261,981)
Property and equipment, net	757,232	755,454
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	326,964	321,813
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	361,145	358,335
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	13,570	13,437
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	321,366	314,393
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 10,290	$ 9,457

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Depreciation, Amortization and Accretion Expenses [Member]
Property Plant And Equipment [Line Items]
Impairment charges. Property, Plant, and Equipment	$ 0.7	$ 2.3

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 211,355	$ 214,852
Finite-Lived Intangible Assets, Accumulated Amortization	(105,849)	(100,665)
Intangible assets, net	105,506	114,187
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	208,697	212,194
Finite-Lived Intangible Assets, Accumulated Amortization	(104,266)	(99,124)
Intangible assets, net	104,431	113,070
Trademarks/Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	2,208	2,208
Finite-Lived Intangible Assets, Accumulated Amortization	(1,193)	(1,174)
Intangible assets, net	1,015	1,034
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	450	450
Finite-Lived Intangible Assets, Accumulated Amortization	(390)	(367)
Intangible assets, net	$ 60	$ 83

Intangible Assets - Additional Information (Details)	1 Months Ended
Intangible Assets - Additional Information (Details)	Feb. 28, 2022 Site
7 Eleven, Inc. [Member]
Finite Lived Intangible Assets [Line Items]
Number of sites acquired	3

Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 100,464
Adjustments to purchase accounting	(1,055)
Ending Balance	99,409
Wholesale [Member]
Goodwill [Line Items]
Beginning Balance	82,328
Adjustments to purchase accounting	(738)
Ending Balance	81,590
Retail [Member]
Goodwill [Line Items]
Beginning Balance	18,136
Adjustments to purchase accounting	(317)
Ending Balance	$ 17,819

Goodwill - Additional Information (Details)	1 Months Ended
Goodwill - Additional Information (Details)	Feb. 28, 2022 Site
7 Eleven, Inc. [Member]
Goodwill [Line Items]
Number of sites acquired	3

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Finance lease obligations	$ 16,150	$ 16,809
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Total debt and finance lease obligations	Total debt and finance lease obligations
Total debt and finance lease obligations	$ 809,730	$ 829,844
Current portion	2,774	10,939
Noncurrent portion	806,956	818,905
Deferred financing costs, net	7,922	8,270
Noncurrent portion, net of deferred financing costs	799,034	810,635
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility	630,000	630,575
JKM Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility	$ 163,580	$ 182,460

Debt - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Instrument [Line Items]
Remaining in 2022	$ 2,438
2023	11,589
2024	644,442
2025	14,542
2026	136,919
2027	1,220
Total future payments	811,150
Less impact of discounting	1,420
Total debt and capital lease obligations	809,730
Current portion	2,774
Long-term portion	806,956
Debt [Member]
Debt Instrument [Line Items]
2023	8,261
2024	641,015
2025	11,015
2026	133,290
Total future payments	793,581
Total debt and capital lease obligations	793,581
Long-term portion	793,581
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
Remaining in 2022	2,438
2023	3,328
2024	3,427
2025	3,527
2026	3,629
2027	1,220
Total future payments	17,569
Less impact of discounting	1,420
Total debt and capital lease obligations	16,149
Current portion	2,774
Long-term portion	$ 13,375

Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
JKM Credit Facility [Member]
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 800	$ 800
Line of credit facility, maximum borrowing capacity	$ 9,600
Notes Payable to Banks [Member] \| JKM Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end	2.80%
Notes Payable to Banks [Member] \| Base Rate [Member] \| JKM Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Letters of credit outstanding, amount	$ 4,000	4,000
Line of credit facility, maximum borrowing capacity	116,000
Outstanding under term loan facility	$ 630,000	$ 630,575
CAPL Credit Facility [Member] \| Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end	2.90%
Debt instrument, basis spread on variable rate	2.50%

Interest Rate Swap Contracts - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) Derivative	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Derivative Instruments Gain Loss [Line Items]
Estimated gain to be reclassified from AOCI into interest expense	$ 4.2
Estimated period for transfer of gain to be AOCI into interest expense	12 months
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Maturity date	Apr. 01, 2024
Number of interest rate swap contracts \| Derivative	3
Fair value of contract, net asset	$ 11.4		$ 3.0
Net realized loss	0.2	$ 0.2
One Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 150.0
Fixed interest rate	0.495%
Other Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 75.0
Fixed interest rate	0.38%

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Rental income	$ 20,627	$ 20,472
Accounts receivable from related parties	951		$ 1,149
Accounts payable to related parties	7,915		7,679
Cost of services	1,014,381	602,416
Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred	20,100	12,800
Topper And Entities [Member]
Related Party Transaction [Line Items]
Rental income	17,100	11,200
Accounts receivable from related parties	800		1,300
Rent expense	2,400	2,300
Accounts payable to related parties	300
Cost of services	300	400
Topper Group [Member]
Related Party Transaction [Line Items]
Dividends cash	$ 7,700	$ 9,700
Lease expenses	insignificant	insignificant
Topper Group [Member] \| Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	$ 5,600		3,700
John B. Reilly, III [Member]
Related Party Transaction [Line Items]
Dividends cash	2,600	$ 500
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	2,000		$ 1,500
Merchandise costs	4,500	4,200
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense	$ 200	$ 200

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 7.5	$ 5.4
Other Assets [Member]
Commitments And Contingencies Disclosure [Abstract]
Indemnification assets related to third party escrow funds, state funds or insurance	$ 5.6	$ 3.2

Preferred Membership Interests - Additional Information (Details) - Series A Preferred Interest [Member] $ / shares in Units, $ in Thousands		3 Months Ended
	Mar. 29, 2022 USD ($) TradingDays $ / shares shares	Mar. 31, 2022
Class of Stock [Line Items]
Preferred shares issued and sold \| shares	12,500
Shares issued, price per share \| $ / shares	$ 1,000
Aggregate purchase price of preferred interest \| $	$ 25,000
Investment agreement date	Mar. 29, 2022
Percentage of common interests Holdings	100.00%
Initial liquidation preference \| $	$ 1,000
Percentage of preferred return at liquidation preference	9.00%
Preferred stock, participation rights		Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”).
Preferred stock, convertible, conversion price \| $ / shares	$ 23.74
Preferred stock, convertible, conversion ratio	1.15
Number of trading days \| TradingDays	20

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
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	$ 1,859	$ 306
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, 2022	Mar. 31, 2021
Numerator:
Distributions paid	$ 19,942	$ 19,912
Allocation of distributions in excess of net income	(14,895)	(23,879)
Limited partners’ interest in net income - basic and diluted	$ 5,047	$ (3,967)
Denominator:
Weighted-average common units outstanding - basic	37,900,146	37,869,259
Adjustment for phantom and phantom performance units	35,893
Adjustment for preferred membership interests	23,402
Weighted-average common units outstanding - diluted	37,959,441	37,869,259
Net income per common unit - basic and diluted	$ 0.13	$ (0.10)
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
	Mar. 31, 2022	Dec. 31, 2021
Partnership Distributions [Abstract]
Record Date	May 03, 2022	Feb. 03, 2022
Payment Date	May 11, 2022	Feb. 10, 2022
Cash Distribution (per unit)	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 19,951	$ 19,942

Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) Segment	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Contract costs, unamortized balance	$ 11.2		$ 11.0
Contract costs, amortization against operating revenues	$ 0.4	$ 0.3

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total revenues	$ 1,093,211	$ 657,284
Rental income	20,627	20,472
Operating income (loss)	9,719	(864)
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	1,005,363	595,980
Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	62,347	37,839
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	4,874	2,993
Unallocated [Member]
Segment Reporting Information [Line Items]
Total revenues	(344,001)	(144,452)
Operating income (loss)	(27,814)	(26,062)
Unallocated [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	(344,001)	(144,452)
Unallocated [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues
Wholesale \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	946,385	561,779
Rental income	17,477	17,700
Operating income (loss)	36,857	24,905
Wholesale \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	583,121	398,493
Wholesale \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	1,786	1,134
Wholesale \| Intersegment [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	344,001	144,452
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	490,827	239,957
Rental income	3,150	2,772
Operating income (loss)	676	293
Retail [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	422,242	197,487
Retail [Member] \| Operating Segments [Member] \| Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	62,347	37,839
Retail [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 3,088	$ 1,859

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total accounts receivable	$ 35,343	$ 34,480
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	32,716	27,932
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 2,627	$ 6,548

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
(Increase) decrease:
Accounts receivable	$ (1,177)	$ (2,512)
Accounts receivable from related parties	198	(4)
Inventories	(6,314)	(1,104)
Other current assets	(1,854)	(1,359)
Other assets	(131)	(892)
Increase (decrease):
Accounts payable	12,645	3,063
Accounts payable to related parties	492	529
Motor fuel and sales taxes payable	(1,345)	859
Accrued expenses and other current liabilities	(388)	733
Other long-term liabilities	1,284	3,574
Changes in operating assets and liabilities, net of acquisitions	$ 3,410	$ 2,887

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 5,892	$ 2,996
Refunds received, net of cash paid for income taxes	$ (2)	$ (14)

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule Of Supplemental Cash Flow [Line Items]
Accrued capital expenditures	$ 2,664	$ 1,062
Lease liabilities arising from obtaining right-of-use assets	$ 2,758	$ 9,156