0000950170-23-019077 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 04, 2023
Cover [Abstract]
Entity Registrant Name	CROSSAMERICA PARTNERS LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Mar. 31, 2023
Amendment Flag	false
Document Fiscal Year Focus	2023
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		37,952,950
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, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 7,517	$ 16,054
Accounts receivable, net of allowances of $723 and $686, respectively	28,568	30,825
Accounts receivable from related parties	524	743
Inventory	47,911	47,307
Assets held for sale	2,012	983
Current portion of interest rate swap contracts	13,448	13,827
Other current assets	11,512	8,667
Total current assets	111,492	118,406
Property and equipment, net	716,918	728,379
Right-of-use assets, net	161,161	164,942
Intangible assets, net	108,338	113,919
Goodwill	99,409	99,409
Interest rate swap contracts, less current portion	968	3,401
Other assets	25,453	26,142
Total assets	1,223,739	1,254,598
Current liabilities:
Current portion of debt and finance lease obligations	2,937	11,151
Current portion of operating lease obligations	35,288	35,345
Accounts payable	69,605	77,048
Accounts payable to related parties	5,641	7,798
Accrued expenses and other current liabilities	23,556	23,144
Motor fuel and sales taxes payable	20,471	20,813
Total current liabilities	157,498	175,299
Debt and finance lease obligations, less current portion	776,979	761,638
Operating lease obligations, less current portion	131,429	135,220
Deferred tax liabilities, net	8,532	10,588
Asset retirement obligations	46,794	46,431
Other long-term liabilities	46,923	46,289
Total liabilities	1,168,155	1,175,465
Commitments and contingencies
Preferred membership interests	26,757	26,156
Partners' Capital [Abstract]
Common units-37,952,950 and 37,937,604 units issued and outstanding at March 31, 2023 and December 31, 2022, respectively	15,276	36,508
Accumulated other comprehensive income	13,551	16,469
Total equity	28,827	52,977
Total liabilities and equity	$ 1,223,739	$ 1,254,598

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Account receivable allowance	$ 723	$ 686
Shares issued	37,952,950	37,937,604
Shares outstanding	37,952,950	37,937,604

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Operating revenues	$ 1,016,159	$ 1,093,211
Costs of sales	934,100	1,014,381
Gross profit	82,059	78,830
Operating expenses:
Operating expenses	45,623	42,109
General and administrative expenses	5,739	6,483
Depreciation, amortization and accretion expense	19,820	20,275
Total operating expenses	71,182	68,867
Loss on dispositions and lease terminations, net	(1,767)	(244)
Operating income	9,110	9,719
Other income, net	261	130
Interest expense	(12,012)	(6,661)
(Loss) income before income taxes	(2,641)	3,188
Income tax benefit	(1,662)	(1,859)
Net income	(979)	5,047
Accretion of preferred membership interests	601
Net income (loss) available to limited partners	$ (1,580)	$ 5,047
Basic and diluted earnings per common unit	$ (0.04)	$ 0.13
Earnings Per Unit [Abstract]
Basic common units	37,940,332	37,900,146
Diluted common units	37,940,332	37,959,441
Supplemental information:
(a) includes excise taxes of:	$ 69,884	$ 66,858
(a) Includes rent income of:	21,320	20,627
(b) excludes depreciation, amortization and accretion and includes rent expense of:	5,554	5,841
(c) includes rent expense of:	$ 3,798	$ 3,708

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net (loss) income	$ (979)	$ 5,047
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion expense	19,820	20,275
Amortization of deferred financing costs	1,848	680
Credit loss expense	37	45
Deferred income tax benefit	(2,056)	(2,045)
Equity-based employee and director compensation expense	561	732
Loss on dispositions and lease terminations, net	1,767	244
Changes in operating assets and liabilities, net of acquisitions	(9,460)	3,410
Net cash provided by operating activities	11,538	28,388
Cash flows from investing activities:
Principal payments received on notes receivable	53	33
Proceeds from sale of assets	568	1,460
Capital expenditures	(6,001)	(8,934)
Cash paid in connection with acquisitions, net of cash acquired		(1,885)
Net cash used in investing activities	(5,380)	(9,326)
Cash flows from financing activities:
Borrowings under revolving credit facilities	187,400	30,600
Repayments on revolving credit facilities	(15,537)	(26,575)
Borrowings under the Term Loan Facility		1,120
Repayments on the Term Loan Facility	(158,980)	(24,600)
Net proceeds from issuance of preferred membership interests		24,500
Payments of finance lease obligations	(698)	(658)
Payments of deferred financing costs	(6,906)	(6)
Distributions paid on distribution equivalent rights	(56)	(46)
Distributions paid on common units	(19,918)	(19,896)
Net cash provided used in financing activities	(14,695)	(15,561)
Net (decrease) increase in cash and cash equivalents	(8,537)	3,501
Cash and cash equivalents at beginning of period	16,054	7,648
Cash and cash equivalents at end of period	$ 7,517	$ 11,149

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2021	$ 56,558	$ 53,528	$ 3,030
Balance, Common Units at Dec. 31, 2021		37,896,556
Net (loss) income	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
Balance at Dec. 31, 2022	52,977	$ 36,508	16,469
Balance, Common Units at Dec. 31, 2022		37,937,604
Net (loss) income	(979)	$ (979)
Other comprehensive Income
Unrealized gain on interest rate swap contracts	137		137
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense	(3,055)		(3,055)
Total other comprehensive income	(2,918)		(2,918)
Comprehensive (loss) income	(3,897)	(979)	(2,918)
Issuance of units related to Bonus Plan	322	$ 322
Issuance of units related to Bonus Plan, Units		15,346
Accretion of preferred membership interests	(601)	$ (601)
Distributions paid	(19,974)	(19,974)
Balance at Mar. 31, 2023	$ 28,827	$ 15,276	$ 13,551
Balance, Common Units at Mar. 31, 2023		37,952,950

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2023

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 sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the 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, 2023 and for the three months ended March 31, 2023 and 2022 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2022 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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.

Use of Estimates

The preparation of consolidated 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 consolidated 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.

Recently Adopted Accounting Pronouncements – Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met to ease an entity’s financial reporting burden as the market transitions from LIBOR and other interbank offered rates to alternative reference rates. Subsequently, the FASB issued ASU 2021-01 to clarify the scope of Topic 848 and ASU 2022-06 to defer the sunset date of Topic 848. The guidance was effective upon issuance and may be applied through December 31, 2024. This guidance applied to our hedge accounting and hedge documentation as further discussed in Note 8, but did not have a material effect on the Partnership's consolidated financial statements.

Certain other new accounting pronouncements have become effective for our financial statements during 2023, 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, 2023 and 2022, respectively, our wholesale business purchased approximately 80% and 81% of its motor fuel from four suppliers. Approximately 23% and 24% of our motor fuel gallons sold for the three months ended March 31, 2023 and 2022, respectively, were delivered by two carriers.

For the three months ended March 31, 2023 and 2022, respectively, approximately 20% and 22% of our rent income was from two multi-site operators.

For the three months ended March 31, 2023 and 2022, respectively, approximately 47% and 48% of our merchandise was purchased from one supplier.

Acquisitions

3 Months Ended

Mar. 31, 2023

Business Combinations [Abstract]

Acquisitions

Note 2. ACQUISITIONS

Acquisition of Assets from CSS

On November 9, 2022, we closed on the acquisition of assets from CSS for a purchase price of $27.5 million plus working capital. The assets consisted of wholesale fuel supply contracts to 38 dealer owned locations, 35 sub-wholesaler accounts and two commission locations (1 fee based and 1 lease). We funded this acquisition through borrowings on the CAPL Credit Facility and cash on hand.

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 other working capital, of which $1.8 million will be paid on or prior to February 8, 2027.

Assets Held for Sale

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Assets Held for Sale

Note 3. ASSETS HELD FOR SALE

We have classified six sites and three sites as held for sale at March 31, 2023 and December 31, 2022, 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,
	2023			2022
Land	$	1,292		$	758
Buildings and site improvements		1,536			457
Equipment		1,412			333
Total		4,240			1,548
Less accumulated depreciation		(2,228	)		(565	)
Assets held for sale	$	2,012		$	983

The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2023, we sold one property for $0.4 million in proceeds, resulting in a net gain of $0.1 million. During the three months ended March 31, 2022, we sold four properties for $1.5 million in proceeds, resulting in a net gain of $0.3 million.

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

Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Note 4. INVENTORY

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Retail site merchandise	$	23,884	$	22,654
Motor fuel		24,027		24,653
Inventory	$	47,911	$	47,307

Property and Equipment

3 Months Ended

Mar. 31, 2023

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,
	2023			2022
Land	$	323,042		$	323,882
Buildings and site improvements		360,015			360,542
Leasehold improvements		15,764			15,312
Equipment		337,606			334,324
Construction in progress		4,226			6,514
Property and equipment, at cost		1,040,653			1,040,574
Accumulated depreciation and amortization		(323,735	)		(312,195	)
Property and equipment, net	$	716,918		$	728,379

We recorded impairment charges of $0.4 million and $0.7 million during the three months ended March 31, 2023 and 2022, 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, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):


	March 31, 2023						December 31, 2022
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	232,932	$	125,720	$	107,212	$	232,932	$	120,168	$	112,764
Trademarks/licenses		1,630		691		939		2,208		1,250		958
Covenant not to compete		200		13		187		650		453		197
Total intangible assets	$	234,762	$	126,424	$	108,338	$	235,790	$	121,871	$	113,919

Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Debt

Note 7. DEBT

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


	March 31,		December 31,
	2023		2022
CAPL Credit Facility	$	778,000	$	606,137
JKM Credit Facility		—		158,980
Finance lease obligations		13,256		13,954
Total debt and finance lease obligations		791,256		779,071
Current portion		2,937		11,151
Noncurrent portion		788,319		767,920
Deferred financing costs, net		11,340		6,282
Noncurrent portion, net of deferred financing costs	$	776,979	$	761,638

As of March 31, 2023, 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 2023		—		2,489		2,489
2024		—		3,396		3,396
2025		—		3,495		3,495
2026		—		3,596		3,596
2027		—		1,211		1,211
2028		778,000		—		778,000
Total future payments		778,000		14,187		792,187
Less impact of discounting		—		931		931
		778,000		13,256		791,256
Current portion		—		2,937		2,937
Long-term portion	$	778,000	$	10,319	$	788,319

On March 31, 2023, the Partnership and its subsidiary, LGWS (together with the Partnership, the “Borrowers”), amended and restated the CAPL Credit Facility. As amended, the CAPL Credit Facility provides for an increase of the senior secured revolving credit facility from $750 million to $925 million and extends the maturity date from April 1, 2024 to March 31, 2028. The credit facility can be increased from time to time upon the Partnership’s written request, subject to certain conditions, up to an additional $350 million. The aggregate amount of the outstanding loans and letters of credit under the CAPL Credit Facility cannot exceed the combined revolving commitments then in effect. Certain subsidiaries of the Borrowers are guarantors ("Guarantors") of all of the obligations under the CAPL Credit Facility. All obligations under the CAPL Credit Facility are secured by substantially all of the Partnership’s assets and substantially all of the assets of the Guarantors.

Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to the secured overnight financing rate (“SOFR”), for interest periods of one, three or six months, plus a margin ranging from 1.75% to 2.75% per annum depending on the Partnership’s Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) plus a customary credit spread adjustment or (2) (a) an alternative base rate equal to the greatest of (i) the federal funds rate plus 0.5% per annum, (ii) SOFR for one month interest periods plus 1.00% per annum or (iii) the rate of interest established by the Agent, from time to time, as its prime rate, plus (b) a margin ranging from 0.75% to 1.75% per annum depending on the Partnership’s Consolidated Leverage Ratio. In addition, the Partnership incurs a commitment fee based on the unused portion of the credit facility at a rate ranging from 0.25% to 0.45% per annum depending on the Partnership’s Consolidated Leverage Ratio. Until the Partnership delivers a compliance certificate for the fiscal quarter ending June 30, 2023, the applicable margin for SOFR and alternative base rate loans is 2.25% and 1.25%, respectively, and the commitment fee rate is 0.35%.

The Partnership also has the right to borrow swingline loans under the CAPL Credit Facility in an amount up to $35.0 million. Swingline loans bear interest at the base rate plus the applicable alternative base rate margin.

Letters of credit may be issued under the CAPL Credit Facility up to an aggregate amount of $65.0 million. Letters of credit are subject to a 0.125% fronting fee and other customary administrative charges. Letters of credit accrue a fee at a rate based on the applicable margin of SOFR loans.

The CAPL Credit Facility also contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, not greater than 5.25 to 1.00, (ii) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00, and (iii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the CAPL Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5, but such numerator may not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the CAPL Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the CAPL Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00.

The incremental borrowings at the closing of the amended and restated CAPL Credit Facility were used to repay outstanding borrowings under the JKM Credit Facility, which was terminated on March 31, 2023, and to pay fees and expenses in connection with the CAPL Credit Facility and the termination of the JKM Credit Facility.

The CAPL Credit Facility prohibits the Partnership from making cash distributions to its unitholders if any event of default occurs or would result from the distribution. In addition, the CAPL Credit Facility contains various covenants that may limit, among other things, the Partnership’s ability to:

•

grant liens;

•

incur or assume other indebtedness;

•

materially alter the character of the Partnership’s business in any material respect;

•

enter into certain mergers, liquidations and dissolutions; and

•

make certain investments, acquisitions or dispositions.

If an event of default exists under the CAPL Credit Facility, the lenders will be able to accelerate the maturity of the CAPL Credit Facility and exercise other rights and remedies. Events of default include, among others, the following:

•

failure to pay any principal under the CAPL Credit Facility when due or any interest, fees or other amounts under the CAPL Credit Facility when due after a grace period;

•

failure of any representation or warranty to be true and correct in any material respect;

•

failure to perform or otherwise comply with the covenants in the CAPL Credit Facility or in other loan documents without a waiver or amendment;

•

any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than $45.0 million;

•

certain judgment default for monetary judgments exceeding $45.0 million;

•

bankruptcy or insolvency event involving the Partnership or any of its subsidiaries;

•

certain Employee Retirement Income Security Act of 1974 (ERISA) violations;

•

a Change of Control (as defined in the CAPL Credit Facility) without a waiver or amendment; and

•

failure of the lenders for any reason to have a perfected first priority security interest in a material portion of the collateral granted by the Partnership or any of its subsidiaries.

Taking the interest rate swap contracts described in Note 8 into account, our effective interest rate on our CAPL Credit Facility at March 31, 2023 was 4.98% (our applicable margin was 2.25% as of March 31, 2023). See Note 8 for information regarding additional interest rate swap contracts entered into in April 2023.

Letters of credit outstanding at March 31, 2023 and December 31, 2022 totaled $4.5 million and $4.6 million, respectively.

As of March 31, 2023, 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, 2023, after taking into consideration debt covenant restrictions, was $142.5 million.

In connection with amending the CAPL Credit Facility and terminating the JKM Credit Facility, the Partnership wrote off $1.1 million of deferred financing costs in the first quarter of 2023.

- 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.

+ References

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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Publisher FASB
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+ Details

Interest Rate Swap Contracts

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 8. INTEREST RATE SWAP CONTRACTS

Through March 31, 2023, the interest payments on our CAPL Credit Facility varied 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 7. To hedge against interest rate volatility on our variable rate borrowings under the CAPL Credit Facility, on March 26, 2020, we entered into an interest rate swap contract. The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. On April 15, 2020, we entered into two additional interest rate swap contracts, each with notional amounts of $75 million, a fixed rate of 0.38% and that mature on April 1, 2024. All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective.

The fair value of these interest rate swap contracts, for which the current portion is included in other current assets and the noncurrent portion is included in other assets, totaled $13.6 million and $16.5 million at March 31, 2023 and December 31, 2022, respectively. See Note 11 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 gain (loss) from settlements of the interest rate swap contracts of $3.1 million and $(0.2) million for the three months ended March 31, 2023 and 2022, respectively.

We currently estimate that a gain of $12.6 million will be reclassified from accumulated other comprehensive income into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

On April 4, 2023, in connection with amending and restating the CAPL Credit Facility and transitioning from LIBOR to SOFR, we also amended our three existing interest rate swap contracts to convert the reference rate from LIBOR to SOFR. As a result, the fixed rate was reduced from 0.495% to 0.4125% for the one contract and from 0.38% to 0.2975% for the other two contracts. All other critical terms remain the same and so we expect these cash flow hedges to continue to be highly effective. We have applied certain provisions and practical expedients of ASC 848–Reference Rate Reform related to the transition from LIBOR to SOFR achieved with amending and restating the CAPL Credit Facility and with amending our existing interest rate swap contracts.

In April 2023, we entered into four additional interest rate swap contracts as summarized below (in thousands):


Notional Amount		Termination Date	Fixed Rate
$	50,000	March 30, 2028		3.287	%
	100,000	March 31, 2028		3.287	%
	50,000	April 8, 2028		3.282	%
	100,000	April 1, 2028		2.932	%

All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective.

Related-Party Transactions

3 Months Ended

Mar. 31, 2023

Related-Party Transactions

Note 9. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $11.7 million and $17.1 million for the three months ended March 31, 2023 and 2022, respectively. Accounts receivable from TopStar were $0.5 million and $0.7 million at March 31, 2023 and December 31, 2022, respectively.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $2.5 million and $2.4 million for the three months ended March 31, 2023 and 2022, respectively.

Omnibus Agreement

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites, totaling $22.1 million and $20.1 million for the three months ended March 31, 2023 and 2022, 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 $4.0 million and $6.1 million at March 31, 2023 and December 31, 2022, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million to the Topper Group related to its ownership of our common units during each of the three months ended March 31, 2023 and 2022.

We distributed $2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units during each of the three months ended March 31, 2023 and 2022.

We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $0.6 million for the three months ended March 31, 2023.

Maintenance and Environmental Costs

Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.7 million and $0.3 million for the three months ended March 31, 2023 and 2022, respectively. Accounts payable to this related party amounted to $0.2 million and $0.3 million at March 31, 2023 and December 31, 2022, respectively.

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 $4.9 million and $4.5 million for three months ended March 31, 2023 and 2022, respectively. Amounts payable to this related party amounted to $1.4 million at each of March 31, 2023 and December 31, 2022.

Vehicle Lease

In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for the three months ended March 31, 2023 and 2022.

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 $0.3 million and $0.2 million for the three months ended March 31, 2023 and 2022, respectively.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, 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, 2023 and 2022.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10. 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 contractual period, 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, 2023 or 2022.

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 sites where refined petroleum products are being or have been handled. These 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 $7.6 million and $7.5 million at March 31, 2023 and December 31, 2022, 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 $5.2 million at each of March 31, 2023 and December 31, 2022. 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, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 11. 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 2023 or 2022.

As further discussed in Note 8, we remeasure the fair value of interest rate swap 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 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 deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2023 and December 31, 2022 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of March 31, 2023 and December 31, 2022 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

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 12. INCOME TAXES

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

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate 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 $1.7 million and $1.9 million for the three months ended March 31, 2023 and 2022, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net Income Per Limited Partner Unit

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 13. NET INCOME PER LIMITED PARTNER UNIT

We compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income 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 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,
	2023			2022
Numerator:
Distributions paid	$	19,974		$	19,942
Allocation of distributions in excess of net income		(21,554	)		(14,895	)
Limited partners’ interest in net (loss) income - basic and diluted	$	(1,580	)	$	5,047
Denominator:
Weighted-average common units outstanding - basic		37,940,332			37,900,146
Adjustment for phantom and phantom performance units (a)		—			35,893
Adjustment for preferred membership interests (a)		—			23,402
Weighted-average common units outstanding - diluted		37,940,332			37,959,441
Net (loss) income per common unit - basic and diluted	$	(0.04	)	$	0.13

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

(a)

For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

Distributions

Distribution activity for 2023 is as follows:


Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2022	February 3, 2023	February 10, 2023	$	0.5250	$	19,917
March 31, 2023	May 3, 2023	May 10, 2023	$	0.5250	$	19,925

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, 2023

Segment Reporting [Abstract]

Segment Reporting

Note 14. SEGMENT REPORTING

We conduct our business in two segments: 1) the wholesale segment and 2) the retail segment.

The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. 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, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

During the fourth quarter of 2022, we changed our segment reporting to our chief operating decision maker to simplify the assessment of performance of our segments. Prior to the fourth quarter, the wholesale segment included the wholesale fuel gross profit on intersegment sales by our wholesale segment to our retail segment. Likewise, the wholesale segment included an allocation of operating expenses related to the operation of our sites consistent with the allocation of the overall fuel gross profit.

Starting in the fourth quarter of 2022, the wholesale segment includes only the fuel gross profit on sales to lessee dealers and independent dealers and the retail segment includes the entire fuel gross profit on sales at our company operated and commission agent sites. Likewise, operating expenses are allocated to each segment based on estimates of the level of effort expended on our 1) lessee and independent dealer business in our wholesale segment; and 2) company operated and commission site business in our retail segment.

This change simplifies the assessment of performance of our segments and eliminates the intersegment sales inherent in our prior segment reporting.

We have recast the results of our segments for March 31, 2022 to be consistent with our new segment reporting.

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


	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2023
Revenues from fuel sales to external customers	$	521,925	$	402,946	$	—		$	924,871
Revenues from food and merchandise sales		—		65,266		—			65,266
Rent income		17,956		3,364		—			21,320
Other revenue		1,247		3,455		—			4,702
Total revenues	$	541,128	$	475,031	$	—		$	1,016,159

Operating income (loss)	$	21,669	$	14,767	$	(27,326	)	$	9,110

Three Months Ended March 31, 2022
Revenues from fuel sales to external customers	$	583,121	$	422,242	$	—		$	1,005,363
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	$	602,384	$	490,827	$	—		$	1,093,211

Operating income (loss)	$	21,593	$	15,128	$	(27,002	)	$	9,719

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


	March 31,		December 31,
	2023		2022
Receivables from fuel and merchandise sales	$	27,945	$	29,772
Receivables for rent and other lease-related charges		1,147		1,796
Total accounts receivable	$	29,092	$	31,568

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 revenue from

such shortfalls 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 $10.9 million at March 31, 2023 and December 31, 2022. Amortization of such costs is recorded against operating revenues and amounted to $0.4 million for the three months ended March 31, 2023 and 2022.

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 https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

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

+ Details

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 15. SUPPLEMENTAL CASH FLOW INFORMATION

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


	Three Months Ended March 31,
	2023			2022
(Increase) decrease:
Accounts receivable	$	2,220		$	(1,177	)
Accounts receivable from related parties		219			198
Inventories		(604	)		(6,314	)
Other current assets		(2,775	)		(1,854	)
Other assets		574			(131	)
Increase (decrease):
Accounts payable		(7,503	)		12,645
Accounts payable to related parties		(2,013	)		492
Accrued expenses and other current liabilities		(297	)		(388	)
Motor fuel and sales taxes payable		(342	)		(1,345	)
Other long-term liabilities		1,061			1,284
Changes in operating assets and liabilities, net of acquisitions	$	(9,460	)	$	3,410

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,
	2023		2022
Cash paid for interest	$	11,875	$	5,892
Cash paid (refunded) for income taxes, net		560		(2	)

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


	Three Months Ended March 31,
	2023		2022
Accrued capital expenditures	$	2,228	$	2,664
Lease liabilities arising from obtaining right-of-use assets		2,972		2,758

Description of Business and Other Disclosures (Policies)	3 Months Ended
	Mar. 31, 2023
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, 2023 and for the three months ended March 31, 2023 and 2022 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2022 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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.
Use of Estimates	Use of Estimates The preparation of consolidated 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 consolidated 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.
Recently Adopted Accounting Pronouncements-Reference Rate Reform	Recently Adopted Accounting Pronouncements – Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met to ease an entity’s financial reporting burden as the market transitions from LIBOR and other interbank offered rates to alternative reference rates. Subsequently, the FASB issued ASU 2021-01 to clarify the scope of Topic 848 and ASU 2022-06 to defer the sunset date of Topic 848. The guidance was effective upon issuance and may be applied through December 31, 2024. This guidance applied to our hedge accounting and hedge documentation as further discussed in Note 8, but did not have a material effect on the Partnership's consolidated financial statements. Certain other new accounting pronouncements have become effective for our financial statements during 2023, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.
Concentration Risk	Concentration Risk For the three months ended March 31, 2023 and 2022, respectively, our wholesale business purchased approximately 80% and 81% of its motor fuel from four suppliers. Approximately 23% and 24% of our motor fuel gallons sold for the three months ended March 31, 2023 and 2022, respectively, were delivered by two carriers. For the three months ended March 31, 2023 and 2022, respectively, approximately 20% and 22% of our rent income was from two multi-site operators. For the three months ended March 31, 2023 and 2022, respectively, approximately 47% and 48% of our merchandise was purchased from one supplier.

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Assets Held for Sale


	March 31,			December 31,
	2023			2022
Land	$	1,292		$	758
Buildings and site improvements		1,536			457
Equipment		1,412			333
Total		4,240			1,548
Less accumulated depreciation		(2,228	)		(565	)
Assets held for sale	$	2,012		$	983

Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Retail site merchandise	$	23,884	$	22,654
Motor fuel		24,027		24,653
Inventory	$	47,911	$	47,307

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	March 31,			December 31,
	2023			2022
Land	$	323,042		$	323,882
Buildings and site improvements		360,015			360,542
Leasehold improvements		15,764			15,312
Equipment		337,606			334,324
Construction in progress		4,226			6,514
Property and equipment, at cost		1,040,653			1,040,574
Accumulated depreciation and amortization		(323,735	)		(312,195	)
Property and equipment, net	$	716,918		$	728,379

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):


	March 31, 2023						December 31, 2022
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	232,932	$	125,720	$	107,212	$	232,932	$	120,168	$	112,764
Trademarks/licenses		1,630		691		939		2,208		1,250		958
Covenant not to compete		200		13		187		650		453		197
Total intangible assets	$	234,762	$	126,424	$	108,338	$	235,790	$	121,871	$	113,919

Debt (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023		2022
CAPL Credit Facility	$	778,000	$	606,137
JKM Credit Facility		—		158,980
Finance lease obligations		13,256		13,954
Total debt and finance lease obligations		791,256		779,071
Current portion		2,937		11,151
Noncurrent portion		788,319		767,920
Deferred financing costs, net		11,340		6,282
Noncurrent portion, net of deferred financing costs	$	776,979	$	761,638

Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations

As of March 31, 2023, 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 2023		—		2,489		2,489
2024		—		3,396		3,396
2025		—		3,495		3,495
2026		—		3,596		3,596
2027		—		1,211		1,211
2028		778,000		—		778,000
Total future payments		778,000		14,187		792,187
Less impact of discounting		—		931		931
		778,000		13,256		791,256
Current portion		—		2,937		2,937
Long-term portion	$	778,000	$	10,319	$	788,319

Interest Rate Swap Contracts (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Contracts

In April 2023, we entered into four additional interest rate swap contracts as summarized below (in thousands):


Notional Amount		Termination Date	Fixed Rate
$	50,000	March 30, 2028		3.287	%
	100,000	March 31, 2028		3.287	%
	50,000	April 8, 2028		3.282	%
	100,000	April 1, 2028		2.932	%

Net Income per Limited Partnership Unit (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023			2022
Numerator:
Distributions paid	$	19,974		$	19,942
Allocation of distributions in excess of net income		(21,554	)		(14,895	)
Limited partners’ interest in net (loss) income - basic and diluted	$	(1,580	)	$	5,047
Denominator:
Weighted-average common units outstanding - basic		37,940,332			37,900,146
Adjustment for phantom and phantom performance units (a)		—			35,893
Adjustment for preferred membership interests (a)		—			23,402
Weighted-average common units outstanding - diluted		37,940,332			37,959,441
Net (loss) income per common unit - basic and diluted	$	(0.04	)	$	0.13

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

(a)

Distributions Made to Limited Partner, by Distribution

Distribution activity for 2023 is as follows:


Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2022	February 3, 2023	February 10, 2023	$	0.5250	$	19,917
March 31, 2023	May 3, 2023	May 10, 2023	$	0.5250	$	19,925

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

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, 2023
Revenues from fuel sales to external customers	$	521,925	$	402,946	$	—		$	924,871
Revenues from food and merchandise sales		—		65,266		—			65,266
Rent income		17,956		3,364		—			21,320
Other revenue		1,247		3,455		—			4,702
Total revenues	$	541,128	$	475,031	$	—		$	1,016,159

Operating income (loss)	$	21,669	$	14,767	$	(27,326	)	$	9,110

Three Months Ended March 31, 2022
Revenues from fuel sales to external customers	$	583,121	$	422,242	$	—		$	1,005,363
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	$	602,384	$	490,827	$	—		$	1,093,211

Operating income (loss)	$	21,593	$	15,128	$	(27,002	)	$	9,719

Summary of Receivables Relating to Revenue Streams

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


	March 31,		December 31,
	2023		2022
Receivables from fuel and merchandise sales	$	27,945	$	29,772
Receivables for rent and other lease-related charges		1,147		1,796
Total accounts receivable	$	29,092	$	31,568

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2023

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,
	2023			2022
(Increase) decrease:
Accounts receivable	$	2,220		$	(1,177	)
Accounts receivable from related parties		219			198
Inventories		(604	)		(6,314	)
Other current assets		(2,775	)		(1,854	)
Other assets		574			(131	)
Increase (decrease):
Accounts payable		(7,503	)		12,645
Accounts payable to related parties		(2,013	)		492
Accrued expenses and other current liabilities		(297	)		(388	)
Motor fuel and sales taxes payable		(342	)		(1,345	)
Other long-term liabilities		1,061			1,284
Changes in operating assets and liabilities, net of acquisitions	$	(9,460	)	$	3,410

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):


	Three Months Ended March 31,
	2023		2022
Cash paid for interest	$	11,875	$	5,892
Cash paid (refunded) for income taxes, net		560		(2	)

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,
	2023		2022
Accrued capital expenditures	$	2,228	$	2,664
Lease liabilities arising from obtaining right-of-use assets		2,972		2,758

Description of Business and Other Disclosures - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 Operators Supplier Carriers	Mar. 31, 2022
Motor Fuel Gallons [Member]
Concentration Risk [Line Items]
Percentage of product sold, delivered by two carrier	23.00%	24.00%
Number of motor fuel carriers \| Carriers	2
Rental Income [Member] \| Revenue Benchmark \| Multi Site Operator [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	20.00%	22.00%
Number of multi-site operators \| Operators	2
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Four Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	80.00%	81.00%
Number of motor fuel suppliers	4
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	47.00%	48.00%
Number of Supplier	1

Acquisitions - Additional Information (Details) $ in Millions			1 Months Ended
	Feb. 08, 2027 USD ($)	Nov. 09, 2022 USD ($) Location	Feb. 28, 2022 USD ($)
7 Eleven, Inc. [Member] \| Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $			$ 3.6
7 Eleven, Inc. [Member] \| Asset Purchase Agreement [Member] \| Forecast [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $	$ 1.8
Community Service Stations Inc [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $		$ 27.5
Number of dealer owned locations		38
Number sub-wholesaler accounts Locations		35
Number of Commission Locations		1
Lease Location [Member] \| Community Service Stations Inc [Member]
Business Acquisition [Line Items]
Number of Commission Locations		1

Acquisitions - Summary of Purchase of Properties and Adjustments to Previous Purchase Accounting (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Goodwill	$ (99,409)	$ (99,409)

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Assets Held for Sale - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) Property Store	Mar. 31, 2022 USD ($) Property	Dec. 31, 2022 Store
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold \| Property	1	4
Proceeds from sale of properties	$ 400	$ 1,500
Gain on sales of assets, net	(1,767)	(244)
Gain on sale of properties	$ 100	$ 300
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores \| Store	6		3

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,040,653	$ 1,040,574
Less accumulated depreciation	(323,735)	(312,195)
Assets held for sale	716,918	728,379
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	323,042	323,882
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	360,015	360,542
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	337,606	$ 334,324
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	4,240		$ 1,548
Less accumulated depreciation	(2,228)		(565)
Assets held for sale	2,012		983
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	1,292		758
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	1,536		457
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,412		$ 333

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Retail site merchandise	$ 23,884	$ 22,654
Motor fuel	24,027	24,653
Inventory	$ 47,911	$ 47,307

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 1,040,653	$ 1,040,574
Less accumulated depreciation	(323,735)	(312,195)
Assets held for sale	716,918	728,379
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	323,042	323,882
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	360,015	360,542
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	15,764	15,312
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	337,606	334,324
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 4,226	$ 6,514

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Depreciation, Amortization and Accretion Expenses [Member]
Property Plant And Equipment [Line Items]
Impairment charges. Property, Plant, and Equipment	$ 0.4	$ 0.7

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 234,762	$ 235,790
Finite-Lived Intangible Assets, Accumulated Amortization	126,424	121,871
Intangible assets, net	108,338	113,919
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	232,932	232,932
Finite-Lived Intangible Assets, Accumulated Amortization	125,720	120,168
Intangible assets, net	107,212	112,764
Trademarks/Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,630	2,208
Finite-Lived Intangible Assets, Accumulated Amortization	691	1,250
Intangible assets, net	939	958
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	200	650
Finite-Lived Intangible Assets, Accumulated Amortization	13	453
Intangible assets, net	$ 187	$ 197

Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 99,409
Ending Balance	$ 99,409

- Definition

+ References + Details

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Finance lease obligations	$ 13,256	$ 13,954
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	$ 791,256	$ 779,071
Current portion	2,937	11,151
Noncurrent portion	788,319	767,920
Deferred financing costs, net	11,340	6,282
Noncurrent portion, net of deferred financing costs	776,979	761,638
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility	$ 778,000	606,137
JKM Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility		$ 158,980

Debt - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Debt Instrument [Line Items]
Remaining in 2023	$ 2,489
2024	3,396
2025	3,495
2026	3,596
2027	1,211
2028	778,000
Total future payments	792,187
Less impact of discounting	931
Total future principal payments	791,256
Current portion	2,937
Long-term portion	788,319
Debt [Member]
Debt Instrument [Line Items]
2028	778,000
Total future payments	778,000
Total future principal payments	778,000
Long-term portion	778,000
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
Remaining in 2023	2,489
2024	3,396
2025	3,495
2026	3,596
2027	1,211
Total future payments	14,187
Less impact of discounting	931
Total future principal payments	13,256
Current portion	2,937
Long-term portion	$ 10,319

Debt - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended
	Mar. 31, 2023	Apr. 01, 2019	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Debt Instrument [Line Items]
Deferred financing costs	$ 1,100									$ 1,100
Line of credit facility, maximum borrowing capacity	142,500									142,500
Other indebtedness	788,319									788,319
Deferred financing costs	11,340									11,340	$ 6,282
JKM Credit Facility [Member]
Debt Instrument [Line Items]
Letters of credit outstanding, amount	4,500									$ 4,500	4,600
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio							1.00%	1.00%	1.00%	1.00%
Line of credit facility financial covenants combined leverage ratio, threshold										0.50%
Line of credit facility financial covenants combined interest charge coverage ratio										2.50%
Line of credit facility, maximum borrowing capacity	$ 925,000	$ 750,000								$ 925,000
Debt instrument, maturity date	Mar. 31, 2028	Apr. 01, 2024
Ability to increase line of credit facility, maximum borrowing capacity	$ 350,000									350,000
Other indebtedness	45,000									45,000
Monetary judgments exceeding										45,000
Outstanding under term loan facility	$ 778,000									$ 778,000	$ 606,137
CAPL Credit Facility [Member] \| Scenario Forecast [Member]
Debt Instrument [Line Items]
Commitment fee percentage									0.35%
CAPL Credit Facility [Member] \| SOFR [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio										1.00%
CAPL Credit Facility [Member] \| SOFR [Member] \| Scenario Forecast [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio									2.25%
CAPL Credit Facility [Member] \| Federal Funds Rate [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio										0.50%
CAPL Credit Facility [Member] \| Federal Funds Rate [Member] \| Scenario Forecast [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio									1.25%
CAPL Credit Facility [Member] \| Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end												4.98%
Debt instrument, basis spread on variable rate										2.25%
CAPL Credit Facility [Member] \| Swing-Line Loans [Member]
Debt Instrument [Line Items]
Line of credit facility, increase (decrease), net										$ 35,000
CAPL Credit Facility [Member] \| Letters of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility, increase (decrease), net										$ 65,000
Commitment fee percentage										0.125%
CAPL Credit Facility [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio							5.25%	5.25%	5.25%	5.25%
Line of credit facility financial covenants combined leverage ratio, threshold										5.25%
Commitment fee percentage										0.45%
CAPL Credit Facility [Member] \| Maximum [Member] \| Scenario Forecast [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio			4.75%	5.00%	5.00%	5.00%
CAPL Credit Facility [Member] \| Maximum [Member] \| SOFR [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio										2.75%
CAPL Credit Facility [Member] \| Maximum [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio										1.75%
CAPL Credit Facility [Member] \| Maximum [Member] \| Upon Issuance of Qualified Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio										5.25%
Line of credit facility financial covenants combined leverage ratio, threshold										5.50%
CAPL Credit Facility [Member] \| Maximum [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio										3.75%
Line of credit facility financial covenants combined leverage ratio, threshold										4.00%
CAPL Credit Facility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio, threshold										1.00%
Commitment fee percentage										0.25%
CAPL Credit Facility [Member] \| Minimum [Member] \| Scenario Forecast [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio			1.00%	1.00%	1.00%	1.00%
CAPL Credit Facility [Member] \| Minimum [Member] \| SOFR [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio										1.75%
CAPL Credit Facility [Member] \| Minimum [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio										0.75%
CAPL Credit Facility [Member] \| Minimum [Member] \| Upon Issuance of Qualified Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio										1.00%
Line of credit facility financial covenants combined leverage ratio, threshold										1.00%
CAPL Credit Facility [Member] \| Minimum [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio										1.00%
Line of credit facility financial covenants combined leverage ratio, threshold										1.00%

Interest Rate Swap Contracts - Additional Information (Details) $ in Millions			3 Months Ended
	Apr. 15, 2020 USD ($) Derivative	Mar. 26, 2020 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Apr. 04, 2023	Dec. 31, 2022 USD ($)
Derivative Instruments Gain Loss [Line Items]
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense			$ 12.6
Estimated period for transfer of gain to be reclassified from accumulated other comprehensive income into interest expense			12 months
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Notional amount	$ 75.0	$ 150.0
Fixed interest rate	0.38%	0.495%
Maturity date	Apr. 01, 2024	Apr. 01, 2024
Number of interest rate swap contracts \| Derivative	2
Fair value of contract, net asset			$ 13.6			$ 16.5
Net realized gain (loss)			$ 3.1	$ (0.2)
One Interest Rate Swap [Member] \| Subsequent Event [Member] \| Maximum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate					0.495%
One Interest Rate Swap [Member] \| Subsequent Event [Member] \| Minimum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate					0.4125%
Other Interest Rate Swap [Member] \| Subsequent Event [Member] \| Maximum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate					0.38%
Other Interest Rate Swap [Member] \| Subsequent Event [Member] \| Minimum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate					0.2975%

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Details) - Subsequent Event [Member] $ in Thousands	Apr. 30, 2023 USD ($)
Interest Rate Swap Contracts One [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 50,000
Fixed rate	3.287%
Termination date	Mar. 30, 2028
Interest Rate Swap Contracts Two [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 100,000
Fixed rate	3.287%
Termination date	Mar. 31, 2028
Interest Rate Swap Contracts Three [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 50,000
Fixed rate	3.282%
Termination date	Apr. 08, 2028
Interest Rate Swap Contracts Four [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount	$ 100,000
Fixed rate	2.932%
Termination date	Apr. 01, 2028

Related-Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)
Rental income	$ 21,320	$ 20,627
Accounts receivable from related parties	524		$ 743
Accretion of preferred membership interests	601
Accounts payable to related parties	5,641		7,798
Cost of services	934,100	1,014,381
Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred	22,100	20,100
Topper And Entities [Member]
Related Party Transaction [Line Items]
Rental income	11,700	17,100
Accounts receivable from related parties	500		700
Rent expense	2,500	2,400
Accounts payable to related parties	200		300
Cost of services	700	300
Topper Group [Member]
Related Party Transaction [Line Items]
Dividends cash	$ 7,700	$ 7,700
Lease expenses	insignificant	insignificant
Topper Group [Member] \| Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	$ 4,000		6,100
John B. Reilly, III [Member]
Related Party Transaction [Line Items]
Dividends cash	2,600	$ 2,600
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	1,400		$ 1,400
Merchandise costs	4,900	4,500
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense	$ 300	$ 200

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 7.6	$ 7.5
Other Assets [Member]
Commitments And Contingencies Disclosure [Abstract]
Indemnification assets related to third party escrow funds, state funds or insurance	$ 5.2	$ 5.2

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
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	$ 1,662	$ 1,859
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, 2023

Mar. 31, 2022

Numerator:

Distributions paid

$ 19,974

$ 19,942

Allocation of distributions in excess of net income

(21,554)

(14,895)

Limited partners' interest in net (loss) income - basic and diluted

$ (1,580)

$ 5,047

Denominator:

Weighted-average common units outstanding - basic

37,940,332

37,900,146

Adjustment for phantom and phantom performance units

^[1]

35,893

Adjustment for preferred membership interests

^[1]

23,402

Weighted-average common units outstanding - diluted

37,940,332

37,959,441

Net (loss) income per common unit - basic

$ (0.04)

$ 0.13

Net (loss) income per common unit - diluted

(0.04)

0.13

Distributions paid per common unit

0.5250

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

$ 0.5250

[1]

Net Income Per Limited Partner Unit (Additional Information) (Details)	3 Months Ended
	Mar. 31, 2023 shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,125,769
Phantom units [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	168,695

Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Partnership Distributions [Abstract]
Record Date	May 03, 2023	Feb. 03, 2023
Payment Date	May 10, 2023	Feb. 10, 2023
Cash Distribution (per unit)	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 19,925	$ 19,917

Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) Segment	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Contract costs, unamortized balance	$ 10.9		$ 10.9
Contract costs, amortization against operating revenues	$ 0.4	$ 0.4

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Total revenues	$ 1,016,159	$ 1,093,211
Rental income	21,320	20,627
Operating income (loss)	9,110	9,719
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	924,871	1,005,363
Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	65,266	62,347
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	4,702	4,874
Unallocated [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(27,326)	(27,002)
Wholesale \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	541,128	602,384
Rental income	17,956	17,477
Operating income (loss)	21,669	21,593
Wholesale \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	521,925	583,121
Wholesale \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	1,247	1,786
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	475,031	490,827
Rental income	3,364	3,150
Operating income (loss)	14,767	15,128
Retail [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	402,946	422,242
Retail [Member] \| Operating Segments [Member] \| Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	65,266	62,347
Retail [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 3,455	$ 3,088

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total accounts receivable	$ 29,092	$ 31,568
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	27,945	29,772
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 1,147	$ 1,796

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
(Increase) decrease:
Accounts receivable	$ 2,220	$ (1,177)
Accounts receivable from related parties	219	198
Inventories	(604)	(6,314)
Other current assets	(2,775)	(1,854)
Other assets	574	(131)
Increase (decrease):
Accounts payable	(7,503)	12,645
Accounts payable to related parties	(2,013)	492
Motor fuel and sales taxes payable	(342)	(1,345)
Accrued expenses and other current liabilities	(297)	(388)
Other long-term liabilities	1,061	1,284
Changes in operating assets and liabilities, net of acquisitions	$ (9,460)	$ 3,410

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 11,875	$ 5,892
Refunds received, net of cash paid for income taxes	$ 560	$ (2)

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Supplemental Cash Flow [Line Items]
Accrued capital expenditures	$ 2,228	$ 2,664
Lease liabilities arising from obtaining right-of-use assets	$ 2,972	$ 2,758