0000950170-24-020383 | 10-K | XBRL Viewer

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Operating Leases - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) Store	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Operating Leases [Line Items]
Non-cancelable operating leases obligation expiration period	2041
Weighted average remaining lease term	4 years 6 months
Number of retail sites leased to third party \| Store	442
Variable lease payments	$ 4.6	$ 4.4	$ 4.2
Short-term lease payments	0.2	0.2	0.1
Operating lease payments	$ 34.0	$ 35.0	34.3
Weighted average discount rate	5.80%	6.00%
Number of company operated sites \| Store	127
Sublease rental income	$ 35.3	$ 35.4	$ 34.5
Lessor operating lease term of expiration	through 2037
Deferred rent income under lease agreement	$ 5.0	$ 5.1
Minimum [Member]
Operating Leases [Line Items]
Sublease contract term	1 year
Maximum [Member]
Operating Leases [Line Items]
Sublease contract term	10 years

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 40,051	$ 29,030	$ 16,196
Cash paid (refunded) for income taxes, net	$ 2,853	$ (3,171)	$ 331

Assets Held for Sale - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) Store Property	Dec. 31, 2022 USD ($) Store Property	Dec. 31, 2021 USD ($) Property
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold \| Property	10	27	32
Proceeds from sale of properties	$ 9.2	$ 12.9	$ 14.0
Gain on sale of properties	6.5	$ 3.5	$ 4.1
Escrow deposit related to property sale	$ 3.8
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores \| Store	2	3

Receivables

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Receivables

Note 5. RECEIVABLES

Changes in the allowance for credit losses consisted of the following (in thousands):


	Year Ended December 31,
	2023			2022			2021
Balance at beginning of year	$	686		$	458		$	429
Increase in allowance charged to expense		40			232			253
Accounts charged against the allowance, net of recoveries		(17	)		(4	)		(224	)
Balance at end of year	$	709		$	686		$	458

Notes receivable totaled $1.0 million and $4.1 million at December 31, 2023 and 2022, respectively, and are included in other current assets and other noncurrent assets on the consolidated balance sheets.

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 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):


	For the Year Ended December 31,
	2023			2022			2021
Decrease (increase):
Accounts receivable	$	124		$	840		$	(5,336	)
Accounts receivable from related parties		306			406			(218	)
Inventories		(5,037	)		(873	)		(10,307	)
Other current assets		(3,193	)		3,471			390
Other assets		(580	)		(137	)		(2,385	)
Increase (decrease):
Accounts payable		(8,589	)		9,271			2,727
Accounts payable to related parties		2,157			(38	)		1,999
Accrued expenses and other current liabilities		(805	)		1,012			(1,378	)
Motor fuel and taxes payable		(427	)		(1,772	)		2,850
Other long-term liabilities		10,184			2,398			9,992
Changes in operating assets and liabilities, net of acquisitions	$	(5,860	)	$	14,578		$	(1,666	)

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):


	For the Year Ended December 31,
	2023		2022			2021
Cash paid for interest	$	40,051	$	29,030		$	16,196
Cash paid (refunded) for income taxes, net		2,853		(3,171	)		331

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):


	For the Year Ended December 31,
	2023		2022		2021
Accrued capital expenditures	$	1,803	$	2,320	$	2,048
Lease liabilities arising from obtaining right-of-use assets		12,697		23,997		30,460
Accretion of preferred membership interests		2,488		1,726		—
Assets acquired with proceeds from Section 1031 exchanges		3,812		—		—

Subsequent Events - Additional Information (Details) - Applegreen Purchase Agreement [Member] - Applegreen Acquisition [Member] $ in Millions		12 Months Ended
	Jan. 26, 2024 USD ($) Location	Dec. 31, 2023
Subsequent Event [Line Items]
Option to extend, description		The terms of the Partnership’s existing leases with Applegreen Midwest, LLC and Applegreen Florida, LLC can be extended to 2049 and 2048, respectively, including all renewal options.
Option to extend		true
Option to terminate, description		The termination of the existing lease agreements pursuant to the Applegreen Purchase Agreement is contemplated to occur during the first and second quarters of 2024 and is subject to customary closing conditions. In addition, the Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other.
Option to terminate		true
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of locations \| Location	59
Total consideration \| $	$ 16.9

Net Income Per Limited Partner Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Numerator:

Distributions paid on common units

$ 79,712

$ 79,625

$ 79,552

Allocation of distributions in excess of net income

(39,608)

(17,655)

(57,898)

Limited partners’ interest in net income - basic and diluted

$ 40,104

$ 61,970

$ 21,654

Denominator:

Weighted average common units outstanding - basic

37,957,727

37,916,829

37,880,910

Adjustment for phantom and phantom performance units

^[1]

161,734

142,945

3,214

Weighted average common units outstanding - diluted

38,119,461

38,059,774

37,884,124

Net income per common unit - basic

$ 1.06

$ 1.63

$ 0.57

Net income per common unit - diluted

1.05

1.63

0.57

Distributions paid per common unit

2.1000

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

$ 2.1000

[1]	For 2023 and 2022, 1,203,481 and 835,551 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit for 2023 and 2022, respectively, because including them would have been antidilutive.

Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) Supplier Segment Operators	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Significant Accounting Policies [Line Items]
Cash and cash equivalents in excess of FDIC insurace limits \| $	$ 3,500,000
Impairment charges relating to intangible assets \| $	$ 0	$ 0	$ 0
Number of segments \| Segment	2
Motor Fuel Gallons [Member]
Significant Accounting Policies [Line Items]
Percentage of product sold, delivered by two carrier	23.00%	23.00%	27.00%
Rental Income [Member] \| Revenue Benchmark \| Multi Site Operator [Member]
Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	18.00%	21.00%	19.00%
Number of multi-site operators \| Operators	2
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Four Supplier [Member]
Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	80.00%	81.00%	80.00%
Number of motor fuel suppliers \| Supplier	4
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| One Supplier [Member]
Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	49.00%	49.00%	49.00%
Number of supplier \| Supplier	1
Accounting Standards Update 2014-09 [Member]
Significant Accounting Policies [Line Items]
Percentage effect on revenue	90.00%
Distribution Rights [Member]
Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	10 years
Minimum [Member]
Significant Accounting Policies [Line Items]
Likelihood percentage that fair value of reporting unit is less than it's carrying amount, including goodwill	50.00%
Minimum [Member] \| Covenant Not to Compete [Member]
Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	5 years
Maximum [Member] \| Covenant Not to Compete [Member]
Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 years
Building and Building Improvements [Member] \| Minimum [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Building and Building Improvements [Member] \| Maximum [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Equipment [Member] \| Minimum [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Equipment [Member] \| Maximum [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Leasehold Improvements [Member] \| Minimum [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Leasehold Improvements [Member] \| Maximum [Member]
Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	10 years

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 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. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.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 presented.
Unrecognized tax benefits	$ 0	$ 0
Earliest Tax Year [Member] \| Federal Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Income tax year under examination	2020
Earliest Tax Year [Member] \| State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Income tax year under examination	2020
Latest Tax Year [Member] \| Federal Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Income tax year under examination	2023
Latest Tax Year [Member] \| State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Income tax year under examination	2023
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Limited partnership percentage of non qualifying income to gross income	10.00%

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Total revenues	$ 4,386,263	$ 4,967,424	$ 3,579,259
Rental income	82,331	84,106	83,182
Operating income (loss)	88,070	96,006	36,129
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	3,966,956	4,584,064	3,274,074
Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	315,957	280,191	209,123
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	21,019	19,063	12,880
Unallocated [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(99,452)	(105,057)	(106,745)
Wholesale \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	2,290,051	2,690,089	2,143,249
Rental income	69,693	71,322	71,536
Operating income (loss)	90,813	93,667	86,772
Wholesale \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	2,215,110	2,612,258	2,067,992
Wholesale \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	5,248	6,509	3,721
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	2,096,212	2,277,335	1,436,010
Rental income	12,638	12,784	11,646
Operating income (loss)	96,709	107,396	56,102
Retail [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	1,751,846	1,971,806	1,206,082
Retail [Member] \| Operating Segments [Member] \| Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	315,957	280,191	209,123
Retail [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 15,771	$ 12,554	$ 9,159

Interest Rate Swap Contracts - Additional Information (Details) $ in Millions			12 Months Ended
	Apr. 15, 2020 USD ($) Derivative	Mar. 26, 2020 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 30, 2023 Derivative	Apr. 30, 2023 Derivative	Apr. 04, 2023
Derivative Instruments Gain Loss [Line Items]
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense			$ 8.2
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					6	6
Net realized gain (loss)			$ 17.0	$ 3.9	$ (1.0)
One Interest Rate Swap [Member] \| Maximum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate								0.495%
One Interest Rate Swap [Member] \| Minimum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate								0.4125%
Other Interest Rate Swap [Member] \| Maximum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate								0.38%
Other Interest Rate Swap [Member] \| Minimum [Member]
Derivative Instruments Gain Loss [Line Items]
Fixed interest rate								0.2975%

Preferred Membership Interests

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Preferred Membership Interests

Note 18. PREFERRED MEMBERSHIP INTERESTS

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

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

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

The net proceeds received by Holdings in its sale of the Series A Preferred Interests were contributed to CAPL JKM Partners, which in turn used such net proceeds to prepay a portion of the outstanding indebtedness under the Term Loan Facility. See Note 11 for additional information on the termination of the Term Loan Facility.

Based on an evaluation of the relevant terms and provisions within the Series A Investment Agreement, the Holdings Operating Agreement, the CAPL Credit Facility as well as an analysis of the economic characteristics and risks of the Series A Preferred Interests, management concluded that the Series A Preferred Interests are more akin to equity as opposed to debt and thus, in accordance with ASC 480, the preferred membership interests are to be presented in mezzanine equity on the consolidated balance sheet and the carrying amount will be accreted to the Exchange Price over time. We recorded accretion of the preferred membership interests of $2.5 million and $1.7 million for 2023 and 2022, respectively. We paid income tax distributions related to the preferred membership interests totaling $0.9 million during 2023.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 14
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Intangible Assets - Amortization Expense - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Future Expected Aggregate Amortization Expense [Abstract]
Amortization of intangible assets	$ 20.7	$ 21.2	$ 20.0
Finite-lived intangible assets, amortization expense, 2024	18.1
Finite-lived intangible assets, amortization expense, 2025	16.1
Finite-lived intangible assets, amortization expense, 2026	14.3
Finite-lived intangible assets, amortization expense, 2027	12.4
Finite-lived intangible assets, amortization expense, 2028	$ 11.0

Debt - Additional Information (Details) $ in Thousands			1 Months Ended	3 Months Ended					12 Months Ended
Debt - Additional Information (Details) $ in Thousands	Mar. 31, 2023 USD ($)	Apr. 01, 2019 USD ($)	May 31, 2012	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) Site	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity								$ 164,500	$ 164,500
Other indebtedness								763,981	763,981
Deferred financing costs	$ 1,100
JKM Credit Facility [Member]
Debt Instrument [Line Items]
Letters of credit outstanding, amount								4,500	4,500	$ 4,600
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
Other indebtedness								$ 7,981	$ 7,981
Weighted average discount rate, percent								3.50%	3.50%	3.50%
Interest on finance lease obligation									$ 400	$ 500	$ 600
Finance Lease Obligations [Member] \| Getty Realty Corporation [Member]
Debt Instrument [Line Items]
Lessee leasing arrangements, operating leases, term of contract			15 years
Lease extended period of lease			20 years
Number of gas stations leased \| Site									108
Finance lease, weighted average remaining lease term								3 years 3 months 18 days	3 years 3 months 18 days
Percentage increase annual fixed rent payments									1.50%
Minimum [Member] \| Finance Lease Obligations [Member]
Debt Instrument [Line Items]
Percentage increase of fair value at lease inception exceeds total fair value real property									25.00%
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 925,000	$ 750,000
Debt instrument, maturity date	Mar. 31, 2028	Apr. 01, 2024
Ability to increase line of credit facility, maximum borrowing capacity	$ 350,000
Line of credit facility financial covenants combined leverage ratio								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%
Other indebtedness								$ 45,000	$ 45,000
Monetary judgments exceeding									$ 45,000
CAPL Credit Facility [Member] \| SOFR [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio									1.00%
CAPL Credit Facility [Member] \| Federal Funds Rate [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio									0.50%
CAPL Credit Facility [Member] \| Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end								4.90%	4.90%
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]
Commitment fee percentage									0.45%
Line of credit facility financial covenants combined leverage ratio								5.25%
Line of credit facility financial covenants combined leverage ratio, threshold									5.25%
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]
Commitment fee percentage									0.25%
Line of credit facility financial covenants combined leverage ratio, threshold									1.00%
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%

Segment Reporting - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) Site Segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Number of converted operated sites to dealer operated sites \| Site	37
Contract costs, unamortized balance	$ 10.0	$ 10.9
Contract costs, amortization against operating revenues	$ 1.9	$ 1.7	$ 1.5

Receivables - Summary of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Balance at beginning of year	$ 686	$ 458	$ 429
Increase in allowance charged to expense	40	232	253
Accounts charged against the allowance, net of recoveries	(17)	(4)	(224)
Balance at end of year	$ 709	$ 686	$ 458

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 4,990	$ 16,054
Accounts receivable, net of allowances of $709 and $686, respectively	31,185	30,825
Accounts receivable from related parties	437	743
Inventory	52,344	47,307
Assets held for sale	400	983
Current portion of interest rate swap contracts	9,321	13,827
Other current assets	9,845	8,667
Total current assets	108,522	118,406
Property and equipment, net	705,217	728,379
Right-of-use assets, net	148,317	164,942
Intangible assets, net	95,261	113,919
Goodwill	99,409	99,409
Deferred tax assets	759	2,779
Interest rate swap contracts, less current portion	687	3,401
Other assets	23,510	26,142
Total assets	1,181,682	1,257,377
Current liabilities:
Current portion of debt and finance lease obligations	3,083	11,151
Current portion of operating lease obligations	34,787	35,345
Accounts payable	68,986	77,048
Accounts payable to related parties	10,180	7,798
Accrued expenses and other current liabilities	23,674	23,144
Motor fuel and sales taxes payable	20,386	20,813
Total current liabilities	161,096	175,299
Debt and finance lease obligations, less current portion	753,880	761,638
Operating lease obligations, less current portion	118,723	135,220
Deferred tax liabilities, net	12,919	13,367
Asset retirement obligations	47,844	46,431
Interest rate swap contracts	3,535
Other long-term liabilities	52,934	46,289
Total liabilities	1,150,931	1,178,244
Commitments and contingencies (Notes 15 and 16)
Preferred membership interests	27,744	26,156
Equity:
Common units- 37,983,154 and 37,937,604 units issued and outstanding at December 31, 2023 and 2022, respectively	(2,392)	36,508
Accumulated other comprehensive income	5,399	16,469
Total equity	3,007	52,977
Total liabilities and equity	$ 1,181,682	$ 1,257,377

Accrued Expenses And Other Long-term Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]
Taxes other than income	$ 7,439	$ 8,452
Capital expenditures and maintenance expenses	3,366	4,402
Current portion of environmental liabilities	3,394	3,011
Interest	2,483	1,764
Equity compensation	3,373	1,626
Professional fees	988	393
Other	2,631	3,496
Total accrued expenses and other current liabilities	$ 23,674	$ 23,144

Interest Rate Swap Contracts (Tables)

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Contracts

In April and November 2023, we entered into a total of six additional interest rate swap contracts as summarized below (in thousands):


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	50,000	March 30, 2028		3.287	%
Spot starting		100,000	March 31, 2028		3.287	%
Spot starting		50,000	April 8, 2028		3.282	%
Forward starting April 1, 2024		100,000	April 1, 2028		2.932	%
Spot starting		80,000	March 31, 2028		4.105	%
Spot starting		20,000	March 31, 2028		4.121	%

Equity-Based Compensation - Additional Information (Details) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Jul. 31, 2023 NonEmployeeDirector shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 23, 2022 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Maximum number of common units authorized \| shares		1,400,000	1,400,000			424,066
Accrual balance		$ 4.0	$ 4.0	$ 2.2
Phantom Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Phantom units granted \| shares	3,249	34,051
Number of non-employee directors to whom Phantom Units are granted. \| NonEmployeeDirector	6
Vesting rights description		50% vest ratably over three years through December 31, 2026 and 50% vest upon the employee’s death, disability or retirement.
Vesting percentage		50.00%
Remaining vesting rights percentage based upon employee's death, disability or retirement		50.00%
Vesting period		3 years
Performance Based Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance-based awards with an initial target value		$ 0.9
Percentage of performance-based awards are weighted for increase of funds flow from operations per unit		65.00%
Percentage of Performance Based Awards for Leverage		35.00%
Number of days the value of common units divided by volume weighted average closing price		20 days
Performance Based Awards [Member] \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of payout value for both performance conditions interpolated on linear basis		0.00%
Performance Based Awards [Member] \| Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of payout value for both performance conditions interpolated on linear basis		200.00%
Partnership Equity-Based Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity-based employee and directors compensation expense			$ 3.0	$ 2.3	$ 1.3

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Merchandise	$ 26,081	$ 22,654
Motor fuel	26,263	24,653
Inventories	$ 52,344	$ 47,307

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):


	December 31, 2023						December 31, 2022
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	140,714	$	93,787	$	232,932	$	120,168	$	112,764
Trademarks/licenses		2,078		761		1,317		2,208		1,250		958
Covenant not to compete		200		43		157		650		453		197
Total intangible assets	$	236,779	$	141,518	$	95,261	$	235,790	$	121,871	$	113,919

Description of Business - Additional Information (Details)	Feb. 22, 2024
Topper Group [Member] \| Subsequent Event [Member]
Concentration Risk [Line Items]
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	38.60%

Description of Business

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Description of Business

Note 1. DESCRIPTION OF BUSINESS

Purchase of the General Partner by the Topper Group

The Topper Group controls the sole member of our General Partner and has the ability to appoint all of the members of the Board and to control and manage the operations and activities of the Partnership. As of February 22, 2024, the Topper Group has beneficial ownership of a 38.6% limited partner interest in the Partnership.

Description of Business

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.

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

•

LGW and CAPL JKM Wholesale, which distribute motor fuels on a wholesale basis and generate Qualifying Income under Section 7704(d) of the Internal Revenue Code;

•

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

•

LGWS, which owns and leases (or leases and sub-leases) real estate and personal property used in the retail sale of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS distributes motor fuels on a retail basis and sells convenience merchandise items to end customers at company operated retail sites and sells motor fuel on a retail basis at sites operated by commission agents. Income from LGWS generally is not Qualifying Income under Section 7704(d) of the Internal Revenue Code; and

•

Joe’s Kwik Marts, which owns and leases real estate and personal property at certain of our company operated sites. Joe’s Kwik Marts also sells motor fuels on a retail basis and sells convenience merchandise items to end customers. Income from Joe’s Kwik Marts generally is not Qualifying Income under Sections 7704(d) of the Internal Revenue Code.

Net Income per Limited Partnership Unit (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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

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


	Years Ended December 31,
	2023			2022			2021
Numerator:
Distributions paid on common units	$	79,712		$	79,625		$	79,552
Allocation of distributions in excess of net income		(39,608	)		(17,655	)		(57,898	)
Limited partners’ interest in net income - basic and diluted	$	40,104		$	61,970		$	21,654
Denominator:
Weighted average common units outstanding - basic		37,957,727			37,916,829			37,880,910
Adjustment for phantom and phantom performance units(a)		161,734			142,945			3,214
Weighted average common units outstanding - diluted		38,119,461			38,059,774			37,884,124
Net income per common unit - basic	$	1.06		$	1.63		$	0.57
Net income per common unit - diluted	$	1.05		$	1.63		$	0.57

Distributions paid per common unit	$	2.1000		$	2.1000		$	2.1000
Distributions declared (with respect to each respective period) per common unit	$	2.1000		$	2.1000		$	2.1000

(a)

For 2023 and 2022, 1,203,481 and 835,551 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit for 2023 and 2022, respectively, because including them would have been antidilutive.

Quarterly Distributions Made to Limited Partner, by Distribution

Quarterly distribution activity to common unitholders for 2023 was 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

19,918

March 31, 2023

May 3, 2023

May 10, 2023

0.5250

19,925

June 30, 2023

August 4, 2023

August 11, 2023

0.5250

19,934

September 30, 2023

November 3, 2023

November 10, 2023

0.5250

19,935

December 31, 2023

February 2, 2024

February 9, 2024

0.5250

19,941

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 20. 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. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.

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 presented.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries, LGWS and Joe’s Kwik Marts. 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified.

Components of income tax expense related to net income were as follows (in thousands):


	For the Year Ended December 31,
	2023		2022			2021
Current
U.S. federal	$	502	$	1,976		$	329
U.S. state		451		491			207
Total current		953		2,467			536

Deferred
U.S. federal		946		(2,236	)		(3,927	)
U.S. state		626		483			166
Total deferred		1,572		(1,753	)		(3,761	)
Income tax expense (benefit)	$	2,525	$	714		$	(3,225	)

The difference between the actual income tax provision and income taxes computed by applying the U.S. federal statutory rate to earnings (losses) before income taxes is attributable to the following (in thousands):


	For the Year Ended December 31,
	2023			2022			2021
Consolidated income from continuing operations before income taxes - all domestic	$	45,117		$	64,410		$	18,429
Income from continuing operations before income taxes of non-taxable entities		(34,797	)		(65,466	)		(37,072	)
Income (loss) from continuing operations before income taxes of corporate entities		10,320			(1,056	)		(18,643	)
Federal income tax expense (benefit) at statutory rate		2,167			(222	)		(3,915	)
Increase (decrease) due to:
State income taxes, net of federal income tax benefit		421			974			372
Other		(63	)		(38	)		318
Total income tax expense (benefit)	$	2,525		$	714		$	(3,225	)

The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands):


	December 31,
	2023		2022
Deferred income tax assets:
Operating and finance lease obligations	$	29,193	$	33,318
Asset retirement obligations		11,045		10,745
Intangible assets		7,887		8,505
Net operating losses (a)		5,331		5,913
Other assets and liabilities		7,394		6,678
Total deferred income tax assets		60,850		65,159

Deferred income tax liabilities:
Deferred rent income		841		855
Property and equipment		46,223		45,440
Right-of-use assets		25,946		29,452
Total deferred income tax liabilities		73,010		75,747
Net deferred income tax liabilities	$	12,160	$	10,588

(a)

Includes a federal deferred tax asset of $3.7 million related to a $16.7 million federal net operating loss that has no expiration.

We record an accrual for federal, state and local and uncertain tax positions. The development of these tax positions requires subjective, critical estimates and judgments about tax matters, potential outcomes and timing. Although the outcome of potential tax examinations is uncertain, in management’s opinion, adequate provisions for income taxes have been made for potential liabilities resulting from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions, or changes in assumptions in future periods, are recorded in the period they become known. To the extent additional information becomes available prior to resolution, such accruals are adjusted to reflect probable outcomes.

We did not have unrecognized tax benefits at December 31, 2023 or 2022. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We had no material interest and penalties for 2023, 2022 and 2021.

We file income tax returns with the U.S. federal government as well as the many state jurisdictions in which we operate. The statute remains open for tax years 2020 through 2023; therefore, these years remain subject to examination by federal, state and local jurisdiction authorities.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Significant Accounting Policies	12 Months Ended
Significant Accounting Policies	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CrossAmerica and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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. Cash and Cash Equivalents We consider all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. We are potentially subject to financial instrument concentration of credit risk through our cash and cash equivalents. We maintain cash and cash equivalents with several major financial institutions and have approximately $3.5 million of cash and cash equivalents in excess of FDIC insurance limits at December 31, 2023. We have not experienced any losses on our cash and cash equivalents and do not believe we have significant credit risk. Receivables and Financial Instrument Credit Losses Accounting guidance regarding credit losses on financial instruments requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The primary financial instrument within the scope of this guidance is our accounts receivable, which mainly result from the sale of motor fuels to customers. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer, generally a dealer or a commission agent, based on an evaluation of the customer’s financial condition prior to entering into fuel supply and/or lease agreements. In certain circumstances, collateral may be required from the customer and fuel and lease agreements are generally cross-collateralized when applicable. Receivables are recorded at face value, without interest or discount. The allowance for credit losses is generally based upon historical experience while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Credit loss expense is included in general and administrative expenses. Inventories Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or net realizable value using the first-in, first-out method. We record inventory from the time of the purchase of motor fuels from third-party suppliers until the retail sale to the end customer. Merchandise inventory is valued at the lower of average cost or net realizable value using the first-in, first-out method, written down, as necessary, for potentially obsolete or slow-moving inventory. Asset Acquisitions and Business Combinations When closing on an acquisition, we must first determine whether substantially all of the fair value of the set of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If this threshold is not met, we determine whether the set meets the definition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors or other owners, members or participants. A business typically has inputs, processes applied to those inputs and outputs that are used to generate a return to investors, but outputs are not required for a set to be a business. A business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. We account for asset acquisitions (i.e., transactions involving the acquisition of a set of assets that does not meet the definition of a business) in accordance with the guidance under ASC 805-50 and other applicable guidance. Asset acquisitions are generally accounted for by allocating the cost of the acquisition, including acquisition costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. We account for business combinations in accordance with the guidance under ASC 805–Business Combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Whether we account for a transaction as an asset acquisition or a business combination, determining the fair value of assets and liabilities requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the consolidated financial statements in periods after acquisition, such as through depreciation and amortization. Property and Equipment Property and equipment is recorded at cost, which equals fair value in the case of a business combination or generally approximates fair value in the case of an asset acquisition. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, including: 10 to 20 years for buildings and improvements and three to 30 years for equipment. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which generally range from seven to 10 years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period the sale meets the criteria for recognition. Intangible Assets Intangible assets are recorded at fair value in the case of a business combination or at a value that generally approximates fair value in the case of an asset acquisition. Intangible assets associated with wholesale fuel supply contracts and wholesale fuel distribution rights are amortized over 10 years. Trademarks and licenses are amortized over periods from five to 15 years. Covenants not to compete are amortized over the shorter of the contract term or five years. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. No significant impairment charges relating to intangible assets were recorded for any period presented. Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 7 for information regarding impairment charges recorded primarily upon classifying sites within assets held for sale. Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment testing date of goodwill is October 1. In performing our annual impairment analysis, we use qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. We consider macroeconomic conditions such as developments in equity and credit markets, industry and market conditions such as the competitive environment, cost factors such as changes in our cost of fuel, our financial performance and our unit price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further testing is necessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the goodwill impairment test. In the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, an impairment charge is recognized for the deficit up to the amount of goodwill recorded. No goodwill was impaired for any period presented. Debt Issuance Costs Debt issuance costs that are incurred in connection with the issuance of debt are deferred and amortized to interest expense using the straight-line method (which approximates the effective interest method) over the contractual term of the underlying indebtedness. Debt issuance costs are classified as a reduction of the associated liability unless there is no balance outstanding under a revolving line of credit facility, in which case such costs are classified as an asset. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove USTs used to store motor fuel at owned and leased sites at the time we incur that liability, which is generally when the UST is installed or upon acquiring the site. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. Segment Reporting We present our segment reporting in accordance with ASC 280–Segment Reporting and engage in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. We present our results to our chief operating decision maker segregated between wholesale and retail activities. As a result, we are deemed to conduct our business in two segments: 1) the wholesale segment and 2) the retail segment. Revenue Recognition The core principle of accounting guidance on revenue recognition is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance applies to over 90% of our revenues as the only primary revenue stream outside the scope of this guidance is rental income. Revenues from the delivery of motor fuel are recorded at the time of delivery to our customers, by which time the price is fixed, title to the products has transferred and payment has either been received or collection is reasonably assured, net of applicable discounts and allowances. Incremental costs incurred to obtain certain contracts with customers are deferred and amortized over the contract term and are included in other noncurrent assets on the consolidated balance sheets. Amortization of such costs are classified as a reduction of operating revenues. Revenues from the sale of convenience store products are recognized at the time of sale to the customer. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease. In transactions in which we sell and lease back property, we apply guidance from ASC 606–Revenue from Contracts with Customers in determining whether the transfer of the property should be accounted for as a sale. Specifically, we assess if we have satisfied a performance obligation by transferring control of the property. See Notes 5 and 22 for additional information on our revenues and related receivables. Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other rebates, discounts and incentives offered by our suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as these amounts are included in depreciation, amortization and accretion expense on our consolidated statements of income. Motor Fuel Taxes LGW and CAPL JKM Wholesale collect motor fuel taxes, which consist of various pass-through taxes collected from customers on behalf of taxing authorities and remit such taxes directly to those taxing authorities. LGW’s and CAPL JKM Wholesale’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s and Joe’s Kwik Marts’ retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS and Joe’s Kwik Marts have no direct responsibility to collect or remit such taxes to the taxing authorities. Lease Accounting We lease certain sites from third parties under long-term arrangements with various expiration dates. Accounting guidance on leases requires the recognition of lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements. In order to measure our lease liability under our leases as lessee, we are required to discount our minimum rental payments using the rate implicit in the lease, unless such rate cannot be readily determined, in which case our incremental borrowing rate is used. As we do not know the amount of our lessors’ initial direct costs, we are generally unable to determine the rate implicit in our leases. As a result, we generally use our incremental borrowing rate, which is the rate we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. We considered the rates we paid in previous financing and sale-leaseback transactions, the rates on our borrowings under our prior secured revolving credit facility and mortgage rates on commercial properties for various terms in developing our incremental borrowing rates. ASC 842–Leases requires leases be evaluated and classified as either operating or finance for financial reporting purposes. The lease term used for lease evaluation includes option periods only in instances in which the exercise of the option period is reasonably certain. Generally, lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably certain at the inception of the lease. In addition to these lease payments, certain leases require additional contingent payments based on sales volume or future inflation, which are expensed as incurred. See Notes 11 and 13 for additional information. Income Taxes Our wholly owned taxable subsidiaries recognize deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis. Income tax attributable to our earnings and losses, excluding the earnings and losses of our wholly owned taxable subsidiaries, are assessed at the individual level of the unitholder. Accordingly, we do not record a provision for income taxes other than for those earnings and losses generated or incurred by our wholly owned taxable subsidiaries. Tax positions not meeting the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. Where required, we recognize interest and penalties for uncertain tax positions in income taxes. Valuation allowances are reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers a number of factors in assessing the realization of a deferred tax asset, including the reversal of temporary differences, projections of future taxable income and ongoing prudent and feasible tax planning strategies. The amount of deferred tax assets ultimately realized may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the consolidated financial statements in the future. Earnings per Common 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 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 ASU 2020-06 for purposes of computing diluted earnings per unit. Interest Rate Swap Contracts The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC 815–Derivatives and Hedging, and recognizes derivative instruments as either assets or liabilities on the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in accumulated other comprehensive income and reclassified to interest expense as the interest payments on our CAPL Credit Facility are made. The portion of derivative positions that are anticipated to settle within a year are included as a separate line item within current assets or current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded as a separate line item within noncurrent assets or noncurrent liabilities, as applicable. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the consolidated statements of cash flows, consistent with the classification of the hedged interest payments on our CAPL Credit Facility. 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. The adoption of this guidance did not have a material effect on the Partnership's consolidated financial statements. See Note 12 for information related to our interest rate swap contracts. Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation. Such reclassifications had no effect on net income or total equity for any periods. Concentration Risks For 2023, 2022 and 2021, our wholesale business purchased approximately 80%, 81% and 80% of its motor fuel from four suppliers, respectively. For 2023, 2022 and 2021, approximately 23%, 23% and 27% of our motor fuel gallons sold were delivered by two carriers, respectively. For 2023, 2022 and 2021, approximately 18%, 21% and 19% of our rent income was from two multi-site operators, respectively. For each of 2023, 2022 and 2021, approximately 49% of our merchandise was purchased from one supplier. New Accounting Guidance Pending Adoption In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments. In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes.

Consolidated Statements of Income - USD ($) $ in Thousands	12 Months Ended
Consolidated Statements of Income - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Operating revenues	$ 4,386,263	$ 4,967,424	$ 3,579,259
Cost of sales	4,003,995	4,591,653	3,302,306
Gross profit	382,268	375,771	276,953
Operating expenses:
Operating expenses	194,746	174,708	134,079
General and administrative expenses	27,031	25,575	30,930
Depreciation, amortization and accretion expense	77,158	80,625	77,852
Total operating expenses	298,935	280,908	242,861
Gain on dispositions and lease terminations, net	4,737	1,143	2,037
Operating income	88,070	96,006	36,129
Other income, net	790	504	544
Interest expense	(43,743)	(32,100)	(18,244)
Income before income taxes	45,117	64,410	18,429
Income tax expense (benefit)	2,525	714	(3,225)
Net income	42,592	63,696	21,654
Accretion of preferred membership interests	2,488	1,726
Net income available to limited partners	$ 40,104	$ 61,970	$ 21,654
Earnings Per Share
Earnings per common unit, basic	$ 1.06	$ 1.63	$ 0.57
Earnings per common unit, diluted	$ 1.05	$ 1.63	$ 0.57
Weighted-average common units, basic	37,957,727	37,916,829	37,880,910
Weighted-average common units, diluted	38,119,461	38,059,774	37,884,124
Supplemental information:
(a) includes excise taxes of:	$ 295,762	$ 270,501	$ 228,764
(a) includes rent income of:	82,331	84,106	83,182
(b) excludes depreciation, amortization and accretion and includes rent expense of:	22,338	23,457	23,765
(c) includes rent expense of:	$ 15,460	$ 15,254	$ 13,531

Preferred Membership Interests - Additional Information (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 29, 2022 USD ($) Tradingday $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Class of Stock [Line Items]
Accretion of preferred membership interests		$ 2,500	$ 1,700
Income tax distributions paid on preferred membership interests		$ 900
Series A Preferred Interest [Member]
Class of Stock [Line Items]
Preferred shares issued and sold \| shares	12,500
Investment agreement date	Mar. 29, 2022
Shares issued, price per share \| $ / shares	$ 1,000
Aggregate purchase price of preferred interest	$ 25,000
Initial liquidation preference	$ 1,000
Percentage of preferred return at liquidation preference	9.00%
Preferred stock, participation rights		Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”).
Preferred stock, convertible, conversion price \| $ / shares	$ 23.74
Preferred Stock, Convertible, Conversion Ratio	1.15
Number of trading days \| Tradingday	20
Investors [Member] \| Series A Preferred Interest [Member]
Class of Stock [Line Items]
Percentage of common interests Holdings	100.00%

Segment Reporting

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Note 22. 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 2023, we converted 37 sites from lessee dealer and independent dealer sites in the wholesale segment to company operated sites in the retail segment.

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


	Wholesale		Retail		Unallocated			Consolidated
Year Ended December 31, 2023
Revenues from fuel sales to external customers	$	2,215,110	$	1,751,846	$	—		$	3,966,956
Revenues from food and merchandise sales		—		315,957		—			315,957
Rent income		69,693		12,638		—			82,331
Other revenue		5,248		15,771		—			21,019
Total revenues	$	2,290,051	$	2,096,212	$	—		$	4,386,263
Operating income (loss)	$	90,813	$	96,709	$	(99,452	)	$	88,070

Year Ended December 31, 2022
Revenues from fuel sales to external customers	$	2,612,258	$	1,971,806	$	—		$	4,584,064
Revenues from food and merchandise sales		—		280,191		—			280,191
Rent income		71,322		12,784		—			84,106
Other revenue		6,509		12,554		—			19,063
Total revenues	$	2,690,089	$	2,277,335	$	—		$	4,967,424
Operating income (loss)	$	93,667	$	107,396	$	(105,057	)	$	96,006

Year Ended December 31, 2021
Revenues from fuel sales to external customers	$	2,067,992	$	1,206,082	$	—		$	3,274,074
Revenues from food and merchandise sales		—		209,123		—			209,123
Rent income		71,536		11,646		—			83,182
Other revenue		3,721		9,159		—			12,880
Total revenues	$	2,143,249	$	1,436,010	$	—		$	3,579,259
Operating income (loss)	$	86,772	$	56,102	$	(106,745	)	$	36,129

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


	December 31,
	2023		2022
Receivables from fuel and merchandise sales	$	28,467	$	28,959
Receivables for rent and other lease-related charges		3,155		2,609
Total accounts receivable	$	31,622	$	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 $10.0 million and $10.9 million at December 31, 2023 and 2022, respectively. Amortization of such costs is recorded against operating revenues and amounted to $1.9 million, $1.7 million and $1.5 million for 2023, 2022 and 2021, respectively

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 15
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 31
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 42
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Prior Year Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Prior Year Acquisitions

Note 3. PRIOR YEAR 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

On a rolling basis from June 2021 through February 2022, we closed on the acquisition of assets from 7-Eleven for a purchase price of $263.0 million plus working capital. The assets acquired related to the ownership and operations of 106 company operated sites (90 fee; 16 leased). We will pay $1.8 million of purchase price on or prior to February 8, 2027. We funded this acquisition through borrowings on the CAPL Credit Facility and the JKM Credit Facility as well as cash on hand.

Accrued Expenses And Other Long-term Liabilities - Schedule of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred Credits and Other Liabilities [Abstract]
Security deposits	$ 17,749	$ 18,012
Deferred fuel supplier rebates (a)	25,979	18,697
Environmental liabilities	4,054	4,474
Purchase consideration payable (b)	1,800	1,800
Other	3,352	3,306
Total other long-term liabilities	$ 52,934	$ 46,289

Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill [Abstract]

Goodwill

Note 9. GOODWILL

Goodwill consisted of the following (in thousands):


	Wholesale Segment		Retail Segment		Consolidated
Balance at December 31, 2023 and 2022	$	54,675	$	44,734	$	99,409

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Decrease (increase):
Accounts receivable	$ 124	$ 840	$ (5,336)
Accounts receivable from related parties	306	406	(218)
Inventories	(5,037)	(873)	(10,307)
Other current assets	(3,193)	3,471	390
Other assets	(580)	(137)	(2,385)
Increase (decrease):
Accounts payable	(8,589)	9,271	2,727
Accounts payable to related parties	2,157	(38)	1,999
Accrued expenses and other current liabilities	(805)	1,012	(1,378)
Motor fuel and taxes payable	(427)	(1,772)	2,850
Other long-term liabilities	10,184	2,398	9,992
Changes in operating assets and liabilities, net of acquisitions	$ (5,860)	$ 14,578	$ (1,666)

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2023

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 23. 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):


	For the Year Ended December 31,
	2023			2022			2021
Decrease (increase):
Accounts receivable	$	124		$	840		$	(5,336	)
Accounts receivable from related parties		306			406			(218	)
Inventories		(5,037	)		(873	)		(10,307	)
Other current assets		(3,193	)		3,471			390
Other assets		(580	)		(137	)		(2,385	)
Increase (decrease):
Accounts payable		(8,589	)		9,271			2,727
Accounts payable to related parties		2,157			(38	)		1,999
Accrued expenses and other current liabilities		(805	)		1,012			(1,378	)
Motor fuel and taxes payable		(427	)		(1,772	)		2,850
Other long-term liabilities		10,184			2,398			9,992
Changes in operating assets and liabilities, net of acquisitions	$	(5,860	)	$	14,578		$	(1,666	)

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 and other non-cash activity.

Supplemental disclosure of cash flow information (in thousands):


	For the Year Ended December 31,
	2023		2022			2021
Cash paid for interest	$	40,051	$	29,030		$	16,196
Cash paid (refunded) for income taxes, net		2,853		(3,171	)		331

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


	For the Year Ended December 31,
	2023		2022		2021
Accrued capital expenditures	$	1,803	$	2,320	$	2,048
Lease liabilities arising from obtaining right-of-use assets		12,697		23,997		30,460
Accretion of preferred membership interests		2,488		1,726		—
Assets acquired with proceeds from Section 1031 exchanges		3,812		—		—

Operating Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) - Non-Related Third Party [Member] $ in Thousands	Dec. 31, 2023 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2024	$ 45,941
2025	38,157
2026	27,715
2027	18,232
2028	12,002
Thereafter	13,143
Total future minimum lease payments	$ 155,190

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	December 31,
	2023			2022
Land	$	326,571		$	323,882
Buildings and site improvements		365,528			360,542
Leasehold improvements		16,434			15,312
Equipment		356,160			334,324
Construction in progress		4,462			6,514
Property and equipment, at cost		1,069,155			1,040,574
Accumulated depreciation and amortization		(363,938	)		(312,195	)
Property and equipment, net	$	705,217		$	728,379

Environmental Matters - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Environmental Remediation Obligations [Abstract]
Other Assets, Miscellaneous, Noncurrent	$ 5.3	$ 5.2

Interest Rate Swap Contracts

12 Months Ended

Dec. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 12. 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 11. 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.

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 and November 2023, we entered into a total of six additional interest rate swap contracts as summarized below (in thousands):


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	50,000	March 30, 2028		3.287	%
Spot starting		100,000	March 31, 2028		3.287	%
Spot starting		50,000	April 8, 2028		3.282	%
Forward starting April 1, 2024		100,000	April 1, 2028		2.932	%
Spot starting		80,000	March 31, 2028		4.105	%
Spot starting		20,000	March 31, 2028		4.121	%

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

The fair value of each of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets and noncurrent liabilities, as applicable. See Note 17 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 $17.0 million, $3.9 million and ($1.0) million for 2023, 2022 and 2021, respectively.

We currently estimate that a gain of $8.2 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.

Net Income Per Limited Partner Unit

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 21. NET INCOME PER LIMITED PARTNER UNIT


	Years Ended December 31,
	2023			2022			2021
Numerator:
Distributions paid on common units	$	79,712		$	79,625		$	79,552
Allocation of distributions in excess of net income		(39,608	)		(17,655	)		(57,898	)
Limited partners’ interest in net income - basic and diluted	$	40,104		$	61,970		$	21,654
Denominator:
Weighted average common units outstanding - basic		37,957,727			37,916,829			37,880,910
Adjustment for phantom and phantom performance units(a)		161,734			142,945			3,214
Weighted average common units outstanding - diluted		38,119,461			38,059,774			37,884,124
Net income per common unit - basic	$	1.06		$	1.63		$	0.57
Net income per common unit - diluted	$	1.05		$	1.63		$	0.57

Distributions paid per common unit	$	2.1000		$	2.1000		$	2.1000
Distributions declared (with respect to each respective period) per common unit	$	2.1000		$	2.1000		$	2.1000

(a)

Distributions

Quarterly distribution activity to common unitholders for 2023 was 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

19,918

March 31, 2023

May 3, 2023

May 10, 2023

0.5250

19,925

June 30, 2023

August 4, 2023

August 11, 2023

0.5250

19,934

September 30, 2023

November 3, 2023

November 10, 2023

0.5250

19,935

December 31, 2023

February 2, 2024

February 9, 2024

0.5250

19,941

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.

Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Expense Relatedto Net Income [Abstract]
U.S. federal	$ 502	$ 1,976	$ 329
U.S. state	451	491	207
Total current	953	2,467	536
U.S. federal	946	(2,236)	(3,927)
U.S. state	(626)	483	166
Total deferred	1,572	(1,753)	(3,761)
Total income tax expense (benefit)	$ 2,525	$ 714	$ (3,225)

- Definition

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

+ References + Details

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Finance lease obligations	$ 11,064	$ 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	$ 767,064	$ 779,071
Current portion	3,083	11,151
Noncurrent portion	763,981	767,920
Deferred financing costs, net	10,101	6,282
Noncurrent portion, net of deferred financing costs	753,880	761,638
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility	$ 756,000	606,137
JKM Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility		$ 158,980

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 17. 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. The following is a description of the three hierarchy levels.

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2—Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets.

Level 3—Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources.

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 12, 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.

As further discussed in Note 19, 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.

Financial Instruments

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of December 31, 2023 and 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 December 31, 2023 and 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

Operating Leases - Summary of Future Minimum Rental Payments Under Operating Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Lessor, Lease, Description [Line Items]
2024	$ 35,948
2025	33,875
2026	30,905
2027	25,155
2028	20,188
Thereafter	38,095
Total future payments	184,166
Less impact of discounting	30,656
Operating lease liability	153,510
Current portion	34,787	$ 35,345
Operating Lease, Liability, Noncurrent	118,723	$ 135,220
Third Parties
Lessor, Lease, Description [Line Items]
2024	25,796
2025	23,565
2026	20,510
2027	16,202
2028	11,806
Thereafter	28,745
Total future payments	126,624
Related Parties
Lessor, Lease, Description [Line Items]
2024	10,152
2025	10,310
2026	10,395
2027	8,953
2028	8,382
Thereafter	9,350
Total future payments	$ 57,542

Accrued Expenses And Other Long-term Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Expensesand Other Long Term Liabilities [Abstract]

Accrued Expenses And Other Long-term Liabilities

Note 10. ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Taxes other than income	$	7,439	$	8,452
Capital expenditures and maintenance expenses		3,366		4,402
Current portion of environmental liabilities		3,394		3,011
Interest		2,483		1,764
Equity compensation		3,373		1,626
Professional fees		988		393
Other		2,631		3,496
Total accrued expenses and other current liabilities	$	23,674	$	23,144

Other long-term liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Security deposits	$	17,749	$	18,012
Deferred fuel supplier rebates (a)		25,979		18,697
Environmental liabilities		4,054		4,474
Purchase consideration payable (b)		1,800		1,800
Other		3,352		3,306
Total other long-term liabilities	$	52,934	$	46,289

(a) Increase is primarily driven by the renewal of contracts with certain fuel suppliers and the resulting incentives paid to us to support the cost of image upgrades at sites supplied by those fuel suppliers.

(b) Purchase consideration related to the acquisition of assets from 7-Eleven; see Note 3 for additional information.

Asset Retirement Obligations

Environmental laws in the U.S. require the permanent closure of USTs within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our owned sites will remain in service approximately 30 years and that we will have an obligation to remove those USTs at that time. For our leased sites, our lease agreements generally require that we remove certain improvements, primarily USTs and signage, upon termination of the lease, and so an asset retirement obligation is incurred upon acquiring the site. There are no assets that are legally restricted for purposes of settling our asset retirement obligations.

A roll-forward of our asset retirement obligation is below (in thousands):


	December 31,
	2023			2022
Balance at beginning of year	$	46,810		$	45,749
Recognition of asset retirement obligations		196			327
Changes in estimated cash flows or settlement dates		(334	)		(195	)
Accretion		2,039			1,149
Obligations settled		(802	)		(220	)
Balance at end of year		47,909			46,810
Current portion, included within accrued expenses and other current liabilities		65			379
Long-term portion	$	47,844		$	46,431

Net Income Per Limited Partner Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Parenthetical) (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	1,203,481	835,551

Operating Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Lease Expense

Lease expense was classified in the consolidated statements of income as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of sales	$	22,338	$	23,457	$	23,765
Operating expenses		15,460		15,254		13,531
General and administrative expenses		995		931		1,331
Total	$	38,793	$	39,642	$	38,627

Summary of Future Minimum Rental Payments Under Operating Leases

As of December 31, 2023, future minimum rental payments under operating leases, excluding variable lease payments or short-term payments, were as follows (in thousands).


	Third Parties		Related Parties		Total
2024	$	25,796	$	10,152	$	35,948
2025		23,565		10,310		33,875
2026		20,510		10,395		30,905
2027		16,202		8,953		25,155
2028		11,806		8,382		20,188
Thereafter		28,745		9,350		38,095
Total future payments		126,624		57,542		184,166
Less impact of discounting						30,656
						153,510
Current portion						34,787
Long-term portion					$	118,723

Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases

Future minimum rental payments under non-cancelable operating leases with third parties as of December 31, 2023 were as follows (in thousands):


2024	$	45,941
2025		38,157
2026		27,715
2027		18,232
2028		12,002
Thereafter		13,143
Total future minimum lease payments	$	155,190

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2020	$ 109,668	$ 112,124	$ (2,456)
Balance, Common Units at Dec. 31, 2020		37,868,046
Net income	21,654	$ 21,654
Other comprehensive Income
Unrealized gain on interest rate swap contracts	4,466		4,466
Realized loss (gain) on interest rate swap contracts reclassified from AOCI into interest expense	1,020		1,020
Total other comprehensive income (loss)	5,486		5,486
Comprehensive income (loss)	27,140	21,654	5,486
Issuance of units related to Bonus Plan	126	$ 126
Issuance of units related to Bonus Plan, Units		6,822
Tax effect from intra-entity transfer of assets	(1,094)	$ (1,094)
Vesting of equity awards, net of units withheld for taxes	411	$ 411
Vesting of equity awards, net of units withheld for tax, Units		21,688
Distributions paid	(79,693)	$ (79,693)
Balance at Dec. 31, 2021	56,558	$ 53,528	3,030
Balance, Common Units at Dec. 31, 2021		37,896,556
Net income	63,696	$ 63,696
Other comprehensive Income
Unrealized gain on interest rate swap contracts	17,336		17,336
Realized loss (gain) on interest rate swap contracts reclassified from AOCI into interest expense	(3,897)		(3,897)
Total other comprehensive income (loss)	13,439		13,439
Comprehensive income (loss)	77,135	63,696	13,439
Issuance of units related to Bonus Plan	327	$ 327
Issuance of units related to Bonus Plan, Units		16,154
Vesting of equity awards, net of units withheld for taxes	510	$ 510
Vesting of equity awards, net of units withheld for tax, Units		24,894
Accretion of preferred membership interests	(1,726)	$ (1,726)
Distributions paid	(79,827)	(79,827)
Balance at Dec. 31, 2022	52,977	$ 36,508	16,469
Balance, Common Units at Dec. 31, 2022		37,937,604
Net income	42,592	$ 42,592
Other comprehensive Income
Unrealized gain on interest rate swap contracts	5,922		5,922
Realized loss (gain) on interest rate swap contracts reclassified from AOCI into interest expense	(16,992)		(16,992)
Total other comprehensive income (loss)	(11,070)		(11,070)
Comprehensive income (loss)	31,522	42,592	(11,070)
Issuance of units related to Bonus Plan	322	$ 322
Issuance of units related to Bonus Plan, Units		15,346
Vesting of equity awards, net of units withheld for taxes	627	$ 627
Vesting of equity awards, net of units withheld for tax, Units		30,204
Accretion of preferred membership interests	(2,488)	$ (2,488)
Distributions paid	(79,953)	(79,953)
Balance at Dec. 31, 2023	$ 3,007	$ (2,392)	$ 5,399
Balance, Common Units at Dec. 31, 2023		37,983,154

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income	$ 42,592	$ 63,696	$ 21,654
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion expense	77,158	80,625	77,852
Amortization of deferred financing costs	3,287	2,788	1,862
Credit loss expense	40	232	253
Deferred income tax expense (benefit)	1,572	(1,753)	(3,761)
Equity-based employee and director compensation expense	3,031	2,294	1,311
Gain on dispositions and lease terminations, net	(4,737)	(1,143)	(2,037)
Changes in operating assets and liabilities, net of acquisitions	(5,860)	14,578	(1,666)
Net cash provided by operating activities	117,083	161,317	95,468
Cash flows from investing activities:
Principal payments received on notes receivable	213	203	793
Proceeds from sale of assets	6,234	13,344	15,359
Capital expenditures	(34,628)	(30,351)	(41,859)
Cash paid in connection with acquisitions, net of cash acquired		(29,594)	(272,983)
Net cash used in investing activities	(28,181)	(46,398)	(298,690)
Cash flows from financing activities:
Borrowings under revolving credit facilities	240,900	114,100	194,895
Repayments on revolving credit facilities	(91,037)	(138,538)	(77,500)
Borrowings under the Term Loan Facility		1,120	182,460
Repayments on the Term Loan Facility	(158,980)	(24,600)
Net proceeds from issuance of preferred membership interests		24,430
Payments of finance lease obligations	(2,890)	(2,724)	(2,604)
Payments of deferred financing costs	(7,106)	(474)	(7,201)
Distributions paid on distribution equivalent rights	(241)	(202)	(141)
Income tax distributions paid on preferred membership interests	(900)
Distributions paid on common units	(79,712)	(79,625)	(79,552)
Net cash (used in) provided by financing activities	(99,966)	(106,513)	210,357
Net (decrease) increase in cash and cash equivalents	(11,064)	8,406	7,135
Cash and cash equivalents at beginning of period	16,054	7,648	513
Cash and cash equivalents at end of period	$ 4,990	$ 16,054	$ 7,648

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,069,155	$ 1,040,574
Less accumulated depreciation	(363,938)	(312,195)
Assets held for sale	705,217	728,379
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	326,571	323,882
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	365,528	360,542
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	356,160	334,324
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	1,038	1,548
Less accumulated depreciation	(638)	(565)
Assets held for sale	400	983
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	240	758
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	380	457
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 418	$ 333

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Account receivable allowance	$ 709	$ 686
Shares issued	37,983,154	37,937,604
Shares outstanding	37,983,154	37,937,604

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 7. PROPERTY AND EQUIPMENT

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


	December 31,
	2023			2022
Land	$	326,571		$	323,882
Buildings and site improvements		365,528			360,542
Leasehold improvements		16,434			15,312
Equipment		356,160			334,324
Construction in progress		4,462			6,514
Property and equipment, at cost		1,069,155			1,040,574
Accumulated depreciation and amortization		(363,938	)		(312,195	)
Property and equipment, net	$	705,217		$	728,379

Approximately $394 million of property and equipment, net was held for leasing purposes at December 31, 2023.

As discussed in Note 13, we lease sites under a lease with Getty Realty Corporation, for which the building and equipment components are classified as a finance lease. The right-of-use asset associated with this finance lease is included in the table above and totaled $5.4 million and $7.1 million at December 31, 2023 and 2022, respectively, net of accumulated amortization. Amortization of this right-of-use asset is included in depreciation, amortization and accretion expense on the consolidated statements of income and amounted to $1.7 million, $2.0 million and $2.1 million in 2023, 2022 and 2021, respectively.

Depreciation expense, including amortization of assets recorded under finance lease obligations, was approximately $54.5 million, $58.3 million and $56.1 million for 2023, 2022 and 2021, respectively. Included in these amounts are impairment charges primarily related to sites classified within assets held for sale totaling $0.8 million, $2.8 million and $7.7 million during 2023, 2022 and 2021, respectively.

Environmental Matters

12 Months Ended

Dec. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Environmental Matters

Note 15. 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.

The table below presents a roll-forward of our environmental liabilities (in thousands):


	2023			2022
Balance at beginning of year	$	7,485		$	5,376
Provision for new environmental losses		1,161			4,291
Changes in estimates for previously incurred losses		2,028			33
Payments		(3,226	)		(2,215	)
Balance at end of year		7,448			7,485
Current portion, included within accrued expenses and other current liabilities		3,394			3,011
Long-term portion, included within other long-term liabilities	$	4,054		$	4,474

At December 31, 2023 and 2022, we were indemnified by third-party escrow funds, state funds or insurance totaling $5.3 million and $5.2 million, respectively, which are recorded as indemnification assets and included within other current and other noncurrent assets on the consolidated balance sheets. 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 consolidated balance sheet of the Partnership.

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

Accrued Expenses And Other Long-term Liabilities - Schedule of Rollforward of Our Asset Retirement Obligation (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Asset Retirement Obligation [Abstract]
Balance at beginning of year	$ 46,810	$ 45,749
Recognition of asset retirement obligations	196	327
Changes in estimated cash flows or settlement dates	(334)	(195)
Accretion	2,039	1,149
Obligations settled	(802)	(220)
Balance at end of year	47,909	46,810
Current portion, included within accrued expenses and other current liabilities	65	379
Asset retirement obligations	$ 47,844	$ 46,431

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2023	Feb. 22, 2024	Jun. 30, 2023
Cover [Abstract]
Entity Registrant Name	CROSSAMERICA PARTNERS LP
Entity Central Index Key	0001538849
Document Type	10-K
Document Period End Date	Dec. 31, 2023
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Trading Symbol	CAPL
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	true
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 360.4
Entity Common Stock, Shares Outstanding		37,983,154
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 Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Title of 12(b) Security	Common Units
Security Exchange Name	NYSE
Document Financial Statement Error Correction [Flag]	false
Documents Incorporated by Reference [Text Block]	Documents Incorporated by Reference: None.
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Charlotte, North Carolina

Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Balance	$ 99,409	$ 99,409
Wholesale [Member]
Goodwill [Line Items]
Balance	54,675	54,675
Retail [Member]
Goodwill [Line Items]
Balance	$ 44,734	$ 44,734

- 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

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
2024	$ 3,396
2025	3,495
2026	3,596
2027	1,210
2028	756,000
Total future payments	767,697
Less impact of discounting	633
Total future principal payments	767,064
Current portion	3,083	$ 11,151
Long-term portion	763,981
Debt [Member]
Debt Instrument [Line Items]
2028	756,000
Total future payments	756,000
Total future principal payments	756,000
Long-term portion	756,000
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
2024	3,396
2025	3,495
2026	3,596
2027	1,210
Total future payments	11,697
Less impact of discounting	633
Total future principal payments	11,064
Current portion	3,083
Long-term portion	$ 7,981

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Future Minimum Volume Purchase Requirements

The following provides total annual future minimum volume purchase requirements (in thousands of gallons):


2024			652,623
2025			573,175
2026			566,363
2027			568,759
2028			503,178
Thereafter			906,639
Total			3,770,737

Environmental Matters - Schedule of Roll-forward of Our Environmental Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Environmental Exit Cost [Line Items]
Balance at beginning of year	$ 46,810	$ 45,749
Payments	(802)	(220)
Balance at end of year	47,909	46,810
Current portion, included within accrued expenses and other current liabilities	65	379
Long-term portion, included within other long-term liabilities	47,844	46,431
Environmental Restoration Costs [Member]
Environmental Exit Cost [Line Items]
Balance at beginning of year	7,485	5,376
Provision for new environmental losses	1,161	4,291
Changes in estimates for previously incurred losses	2,028	33
Payments	(3,226)	(2,215)
Balance at end of year	7,448	7,485
Current portion, included within accrued expenses and other current liabilities	3,394	3,011
Long-term portion, included within other long-term liabilities	$ 4,054	$ 4,474

Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Deferred income tax assets:

Operating and finance lease obligations

$ 29,193

$ 33,318

Asset retirement obligations

11,045

10,745

Intangible assets

7,887

8,505

Net operating losses

^[1]

5,331

5,913

Other assets and liabilities

7,394

6,678

Total deferred income tax assets

60,850

65,159

Deferred income tax liabilities:

Deferred rent income

841

855

Property and equipment

46,223

45,440

Right-of-use assets

25,946

29,452

Total deferred income tax liabilities

73,010

75,747

Net deferred income tax liabilities

$ 12,160

$ 10,588

[1]	Includes a federal deferred tax asset of $3.7 million related to a $16.7 million federal net operating loss that has no expiration.

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 24. SUBSEQUENT EVENTS

On January 26, 2024, we entered into an agreement (“Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets will be acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $16.9 million. The Partnership will also acquire for cash the inventory at the locations. The terms of the Partnership’s existing leases with Applegreen Midwest, LLC and Applegreen Florida, LLC can be extended to 2049 and 2048, respectively, including all renewal options. The termination of the existing lease agreements pursuant to the Applegreen Purchase Agreement is contemplated to occur during the first and second quarters of 2024 and is subject to customary closing conditions. In addition, the Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other. This transaction will result in the conversion of these lessee dealer sites to company operated sites.

On February 20, 2024, in connection with the Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modifies the definition of Consolidated EBITDA contained in the CAPL Credit Facility to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions. The Amendment does not become effective until the closing of at least one transaction under the Applegreen Purchase Agreement. All other terms and conditions of the CAPL Credit Facility remain in full force and effect.

Debt (Tables)

12 Months Ended

Dec. 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 are as follows (in thousands):


	December 31,
	2023		2022
CAPL Credit Facility	$	756,000	$	606,137
JKM Credit Facility		—		158,980
Finance lease obligations		11,064		13,954
Total debt and finance lease obligations		767,064		779,071
Current portion		3,083		11,151
Noncurrent portion		763,981		767,920
Deferred financing costs, net		10,101		6,282
Noncurrent portion, net of deferred financing costs	$	753,880	$	761,638

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

As of December 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
2024	$	—	$	3,396	$	3,396
2025		—		3,495		3,495
2026		—		3,596		3,596
2027		—		1,210		1,210
2028		756,000		—		756,000
Total future payments		756,000		11,697		767,697
Less impact of discounting		—		633		633
Total future principal payments		756,000		11,064		767,064
Current portion		—		3,083		3,083
Long-term portion	$	756,000	$	7,981	$	763,981

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense

Components of income tax expense related to net income were as follows (in thousands):


	For the Year Ended December 31,
	2023		2022			2021
Current
U.S. federal	$	502	$	1,976		$	329
U.S. state		451		491			207
Total current		953		2,467			536

Deferred
U.S. federal		946		(2,236	)		(3,927	)
U.S. state		626		483			166
Total deferred		1,572		(1,753	)		(3,761	)
Income tax expense (benefit)	$	2,525	$	714		$	(3,225	)

Schedule of Difference Between Actual Income Tax Provision and Income Taxes


	For the Year Ended December 31,
	2023			2022			2021
Consolidated income from continuing operations before income taxes - all domestic	$	45,117		$	64,410		$	18,429
Income from continuing operations before income taxes of non-taxable entities		(34,797	)		(65,466	)		(37,072	)
Income (loss) from continuing operations before income taxes of corporate entities		10,320			(1,056	)		(18,643	)
Federal income tax expense (benefit) at statutory rate		2,167			(222	)		(3,915	)
Increase (decrease) due to:
State income taxes, net of federal income tax benefit		421			974			372
Other		(63	)		(38	)		318
Total income tax expense (benefit)	$	2,525		$	714		$	(3,225	)

Schedule of Deferred Tax Assets and Liabilities

The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands):


	December 31,
	2023		2022
Deferred income tax assets:
Operating and finance lease obligations	$	29,193	$	33,318
Asset retirement obligations		11,045		10,745
Intangible assets		7,887		8,505
Net operating losses (a)		5,331		5,913
Other assets and liabilities		7,394		6,678
Total deferred income tax assets		60,850		65,159

Deferred income tax liabilities:
Deferred rent income		841		855
Property and equipment		46,223		45,440
Right-of-use assets		25,946		29,452
Total deferred income tax liabilities		73,010		75,747
Net deferred income tax liabilities	$	12,160	$	10,588

(a)

Includes a federal deferred tax asset of $3.7 million related to a $16.7 million federal net operating loss that has no expiration.

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following (in thousands):


	December 31,
	2023		2022
Merchandise	$	26,081	$	22,654
Motor fuel		26,263		24,653
Inventories	$	52,344	$	47,307

Segment Reporting (Tables)

12 Months Ended

Dec. 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
Year Ended December 31, 2023
Revenues from fuel sales to external customers	$	2,215,110	$	1,751,846	$	—		$	3,966,956
Revenues from food and merchandise sales		—		315,957		—			315,957
Rent income		69,693		12,638		—			82,331
Other revenue		5,248		15,771		—			21,019
Total revenues	$	2,290,051	$	2,096,212	$	—		$	4,386,263
Operating income (loss)	$	90,813	$	96,709	$	(99,452	)	$	88,070

Year Ended December 31, 2022
Revenues from fuel sales to external customers	$	2,612,258	$	1,971,806	$	—		$	4,584,064
Revenues from food and merchandise sales		—		280,191		—			280,191
Rent income		71,322		12,784		—			84,106
Other revenue		6,509		12,554		—			19,063
Total revenues	$	2,690,089	$	2,277,335	$	—		$	4,967,424
Operating income (loss)	$	93,667	$	107,396	$	(105,057	)	$	96,006

Year Ended December 31, 2021
Revenues from fuel sales to external customers	$	2,067,992	$	1,206,082	$	—		$	3,274,074
Revenues from food and merchandise sales		—		209,123		—			209,123
Rent income		71,536		11,646		—			83,182
Other revenue		3,721		9,159		—			12,880
Total revenues	$	2,143,249	$	1,436,010	$	—		$	3,579,259
Operating income (loss)	$	86,772	$	56,102	$	(106,745	)	$	36,129

Summary of Receivables Relating to Revenue Streams

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


	December 31,
	2023		2022
Receivables from fuel and merchandise sales	$	28,467	$	28,959
Receivables for rent and other lease-related charges		3,155		2,609
Total accounts receivable	$	31,622	$	31,568

Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, net held for leasing purposes	$ 394,000
Finance lease, right-of-use asset	$ 5,400	$ 7,100
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Finance lease, amortization of right-of-use asset	$ 1,700	$ 2,000	$ 2,100
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	363,938	312,195
Assets Held under Finance Leases [Member]
Property Plant And Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	54,500	58,300	56,100
Impairment charges. Property, Plant, and Equipment	$ 800	$ 2,800	$ 7,700

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Note 11. DEBT

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


	December 31,
	2023		2022
CAPL Credit Facility	$	756,000	$	606,137
JKM Credit Facility		—		158,980
Finance lease obligations		11,064		13,954
Total debt and finance lease obligations		767,064		779,071
Current portion		3,083		11,151
Noncurrent portion		763,981		767,920
Deferred financing costs, net		10,101		6,282
Noncurrent portion, net of deferred financing costs	$	753,880	$	761,638

As of December 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
2024	$	—	$	3,396	$	3,396
2025		—		3,495		3,495
2026		—		3,596		3,596
2027		—		1,210		1,210
2028		756,000		—		756,000
Total future payments		756,000		11,697		767,697
Less impact of discounting		—		633		633
Total future principal payments		756,000		11,064		767,064
Current portion		—		3,083		3,083
Long-term portion	$	756,000	$	7,981	$	763,981

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 (as defined in the CAPL Credit Facility), 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.

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 the fiscal quarter ending 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 12 into account, our effective interest rate on our CAPL Credit Facility at December 31, 2023 was 4.9% (our applicable margin was 2.25% as of December 31, 2023). See Note 12 for information regarding additional interest rate swap contracts entered into in April 2023 and November 2023, respectively.

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

As of December 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 December 31, 2023, after taking into consideration debt covenant restrictions, was $164.5 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.

Finance Lease Obligations

In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation. Since then, the agreement has been amended from time to time to add or remove sites. As of December 31, 2023, we lease 108 sites under this lease with a weighted-average remaining lease term of 3.3 years. We pay fixed rent, which increases 1.5% per year. In addition, the lease requires variable lease payments based on gallons of motor fuel sold.

Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842–Leases. As such, future minimum rental payments are included in both the finance lease obligations table above as well as the operating lease table in Note 13.

The weighted-average discount rate for this finance lease obligation at December 31, 2023 and 2022 was 3.5%. Interest on this finance lease obligation amounted to $0.4 million, $0.5 million and $0.6 million for 2023, 2022 and 2021, respectively.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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+ Details

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CrossAmerica and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
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.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. We are potentially subject to financial instrument concentration of credit risk through our cash and cash equivalents. We maintain cash and cash equivalents with several major financial institutions and have approximately $3.5 million of cash and cash equivalents in excess of FDIC insurance limits at December 31, 2023. We have not experienced any losses on our cash and cash equivalents and do not believe we have significant credit risk.
Receivables	Receivables and Financial Instrument Credit Losses Accounting guidance regarding credit losses on financial instruments requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The primary financial instrument within the scope of this guidance is our accounts receivable, which mainly result from the sale of motor fuels to customers. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer, generally a dealer or a commission agent, based on an evaluation of the customer’s financial condition prior to entering into fuel supply and/or lease agreements. In certain circumstances, collateral may be required from the customer and fuel and lease agreements are generally cross-collateralized when applicable. Receivables are recorded at face value, without interest or discount. The allowance for credit losses is generally based upon historical experience while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Credit loss expense is included in general and administrative expenses.
Inventories	Inventories Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or net realizable value using the first-in, first-out method. We record inventory from the time of the purchase of motor fuels from third-party suppliers until the retail sale to the end customer. Merchandise inventory is valued at the lower of average cost or net realizable value using the first-in, first-out method, written down, as necessary, for potentially obsolete or slow-moving inventory.
Asset Acquisitions and Business Combinations	Asset Acquisitions and Business Combinations When closing on an acquisition, we must first determine whether substantially all of the fair value of the set of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If this threshold is not met, we determine whether the set meets the definition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors or other owners, members or participants. A business typically has inputs, processes applied to those inputs and outputs that are used to generate a return to investors, but outputs are not required for a set to be a business. A business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. We account for asset acquisitions (i.e., transactions involving the acquisition of a set of assets that does not meet the definition of a business) in accordance with the guidance under ASC 805-50 and other applicable guidance. Asset acquisitions are generally accounted for by allocating the cost of the acquisition, including acquisition costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. We account for business combinations in accordance with the guidance under ASC 805–Business Combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Whether we account for a transaction as an asset acquisition or a business combination, determining the fair value of assets and liabilities requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the consolidated financial statements in periods after acquisition, such as through depreciation and amortization.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost, which equals fair value in the case of a business combination or generally approximates fair value in the case of an asset acquisition. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, including: 10 to 20 years for buildings and improvements and three to 30 years for equipment. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which generally range from seven to 10 years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period the sale meets the criteria for recognition.
Intangible Assets	Intangible Assets Intangible assets are recorded at fair value in the case of a business combination or at a value that generally approximates fair value in the case of an asset acquisition. Intangible assets associated with wholesale fuel supply contracts and wholesale fuel distribution rights are amortized over 10 years. Trademarks and licenses are amortized over periods from five to 15 years. Covenants not to compete are amortized over the shorter of the contract term or five years. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. No significant impairment charges relating to intangible assets were recorded for any period presented.
Impairment of Assets	Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 7 for information regarding impairment charges recorded primarily upon classifying sites within assets held for sale.
Goodwill	Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment testing date of goodwill is October 1. In performing our annual impairment analysis, we use qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. We consider macroeconomic conditions such as developments in equity and credit markets, industry and market conditions such as the competitive environment, cost factors such as changes in our cost of fuel, our financial performance and our unit price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further testing is necessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the goodwill impairment test. In the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, an impairment charge is recognized for the deficit up to the amount of goodwill recorded. No goodwill was impaired for any period presented.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs that are incurred in connection with the issuance of debt are deferred and amortized to interest expense using the straight-line method (which approximates the effective interest method) over the contractual term of the underlying indebtedness. Debt issuance costs are classified as a reduction of the associated liability unless there is no balance outstanding under a revolving line of credit facility, in which case such costs are classified as an asset.
Environmental Matters	Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties.
Asset Retirement Obligations	Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove USTs used to store motor fuel at owned and leased sites at the time we incur that liability, which is generally when the UST is installed or upon acquiring the site. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset.
Segment Reporting	Segment Reporting We present our segment reporting in accordance with ASC 280–Segment Reporting and engage in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. We present our results to our chief operating decision maker segregated between wholesale and retail activities. As a result, we are deemed to conduct our business in two segments: 1) the wholesale segment and 2) the retail segment.
Revenue Recognition	Revenue Recognition The core principle of accounting guidance on revenue recognition is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance applies to over 90% of our revenues as the only primary revenue stream outside the scope of this guidance is rental income. Revenues from the delivery of motor fuel are recorded at the time of delivery to our customers, by which time the price is fixed, title to the products has transferred and payment has either been received or collection is reasonably assured, net of applicable discounts and allowances. Incremental costs incurred to obtain certain contracts with customers are deferred and amortized over the contract term and are included in other noncurrent assets on the consolidated balance sheets. Amortization of such costs are classified as a reduction of operating revenues. Revenues from the sale of convenience store products are recognized at the time of sale to the customer. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease. In transactions in which we sell and lease back property, we apply guidance from ASC 606–Revenue from Contracts with Customers in determining whether the transfer of the property should be accounted for as a sale. Specifically, we assess if we have satisfied a performance obligation by transferring control of the property. See Notes 5 and 22 for additional information on our revenues and related receivables.
Cost of Sales	Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other rebates, discounts and incentives offered by our suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as these amounts are included in depreciation, amortization and accretion expense on our consolidated statements of income.
Motor Fuel Taxes	Motor Fuel Taxes LGW and CAPL JKM Wholesale collect motor fuel taxes, which consist of various pass-through taxes collected from customers on behalf of taxing authorities and remit such taxes directly to those taxing authorities. LGW’s and CAPL JKM Wholesale’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s and Joe’s Kwik Marts’ retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS and Joe’s Kwik Marts have no direct responsibility to collect or remit such taxes to the taxing authorities.
Lease Accounting	Lease Accounting We lease certain sites from third parties under long-term arrangements with various expiration dates. Accounting guidance on leases requires the recognition of lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements. In order to measure our lease liability under our leases as lessee, we are required to discount our minimum rental payments using the rate implicit in the lease, unless such rate cannot be readily determined, in which case our incremental borrowing rate is used. As we do not know the amount of our lessors’ initial direct costs, we are generally unable to determine the rate implicit in our leases. As a result, we generally use our incremental borrowing rate, which is the rate we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. We considered the rates we paid in previous financing and sale-leaseback transactions, the rates on our borrowings under our prior secured revolving credit facility and mortgage rates on commercial properties for various terms in developing our incremental borrowing rates. ASC 842–Leases requires leases be evaluated and classified as either operating or finance for financial reporting purposes. The lease term used for lease evaluation includes option periods only in instances in which the exercise of the option period is reasonably certain. Generally, lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably certain at the inception of the lease. In addition to these lease payments, certain leases require additional contingent payments based on sales volume or future inflation, which are expensed as incurred. See Notes 11 and 13 for additional information.
Income Taxes	Income Taxes Our wholly owned taxable subsidiaries recognize deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis. Income tax attributable to our earnings and losses, excluding the earnings and losses of our wholly owned taxable subsidiaries, are assessed at the individual level of the unitholder. Accordingly, we do not record a provision for income taxes other than for those earnings and losses generated or incurred by our wholly owned taxable subsidiaries. Tax positions not meeting the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. Where required, we recognize interest and penalties for uncertain tax positions in income taxes. Valuation allowances are reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers a number of factors in assessing the realization of a deferred tax asset, including the reversal of temporary differences, projections of future taxable income and ongoing prudent and feasible tax planning strategies. The amount of deferred tax assets ultimately realized may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the consolidated financial statements in the future.
Earnings Per Common Unit	Earnings per Common 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 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 ASU 2020-06 for purposes of computing diluted earnings per unit.
Interest Rate Swap Contracts	Interest Rate Swap Contracts The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC 815–Derivatives and Hedging, and recognizes derivative instruments as either assets or liabilities on the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in accumulated other comprehensive income and reclassified to interest expense as the interest payments on our CAPL Credit Facility are made. The portion of derivative positions that are anticipated to settle within a year are included as a separate line item within current assets or current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded as a separate line item within noncurrent assets or noncurrent liabilities, as applicable. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the consolidated statements of cash flows, consistent with the classification of the hedged interest payments on our CAPL Credit Facility. 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. The adoption of this guidance did not have a material effect on the Partnership's consolidated financial statements. See Note 12 for information related to our interest rate swap contracts.
Reclassifications	Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation. Such reclassifications had no effect on net income or total equity for any periods.
Concentration Risks	Concentration Risks For 2023, 2022 and 2021, our wholesale business purchased approximately 80%, 81% and 80% of its motor fuel from four suppliers, respectively. For 2023, 2022 and 2021, approximately 23%, 23% and 27% of our motor fuel gallons sold were delivered by two carriers, respectively. For 2023, 2022 and 2021, approximately 18%, 21% and 19% of our rent income was from two multi-site operators, respectively. For each of 2023, 2022 and 2021, approximately 49% of our merchandise was purchased from one supplier.
New Accounting Guidance Pending Adoption	New Accounting Guidance Pending Adoption In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments. In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes.

Receivables - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Accounts Notes And Loans Receivable [Line Items]
Notes receivable	$ 1.0	$ 4.1

Commitments and Contingencies - Future Minimum Volume Purchase Requirements (Details) gal in Thousands	12 Months Ended
	Dec. 31, 2023 gal
Long-Term Commitment (Excluding Unconditional Purchase Obligation) [Abstract]
2024	652,623
2025	573,175
2026	566,363
2027	568,759
2028	503,178
Thereafter	906,639
Total	3,770,737

Intangible Assets

12 Months Ended

Dec. 31, 2023

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Note 8. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):


	December 31, 2023						December 31, 2022
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	140,714	$	93,787	$	232,932	$	120,168	$	112,764
Trademarks/licenses		2,078		761		1,317		2,208		1,250		958
Covenant not to compete		200		43		157		650		453		197
Total intangible assets	$	236,779	$	141,518	$	95,261	$	235,790	$	121,871	$	113,919

Amortization expense was $20.7 million, $21.2 million and $20.0 million for 2023, 2022 and 2021, respectively. Aggregate amortization expense is expected to be $18.1 million, $16.1 million, $14.3 million, $12.4 million and $11.0 million for 2024, 2025, 2026, 2027 and 2028, respectively.

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Parentetical) (Details)	Nov. 30, 2023	Apr. 30, 2023
Interest Rate Swap Contracts Four [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Contract Starting Date	Apr. 01, 2024	Apr. 01, 2024

Equity-Based Compensation

12 Months Ended

Dec. 31, 2023

Equity Based Compensation [Abstract]

Equity-Based Compensation

Note 19. EQUITY-BASED COMPENSATION

On October 23, 2022, the CrossAmerica Partners LP 2022 Incentive Award Plan (the "2022 Plan") became effective, replacing the prior plan. The maximum number of common units that may be delivered with respect to awards under the 2022 Plan was the sum of (i) 1,400,000, (ii) the number of common units that remain available for grant under the prior plan (424,066 common units) and (iii) the number of common units that are subject to or underlie awards which expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered in common units under the Prior Plan (and as permitted by the Prior Plan) following the Effective Date. Generally, the 2022 Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit payment, unit appreciation rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The 2022 Plan is administered by the Board or a committee thereof.

The Board may terminate or amend the 2022 Plan at any time with respect to any common units for which a grant has not yet been made. The Board also has the right to alter or amend the 2022 Plan or any part of the 2022 Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units are listed at that time; however, no change in any outstanding grant may be made that would adversely affect the rights of a participant with respect to awards granted to a participant prior to the effective date of such amendment or termination, except that the Board may amend any award to satisfy the requirements of Section 409A of the Internal Revenue Code. The 2022 Plan expires on the tenth anniversary of its approval, when common units are no longer available under the 2022 Plan for grants or upon its termination by the Board, whichever occurs first.

The table below summarizes our equity-based award activity:


	Employees			Directors			Employees
							Phantom
							Performance
							Awards
	Phantom Units			Phantom Units			Initial Target Value
Nonvested at December 31, 2021		72,033			16,260		$	1,673
Granted		35,840			15,205			854
Forfeited		(10,201	)		—			(197	)
Vested		(12,118	)		(16,260	)		—
Nonvested at December 31, 2022		85,554			15,205		$	2,330
Granted		40,594			20,470			966
Forfeited		(2,779	)		—			—
Vested		(19,816	)		(16,181	)		—
Nonvested at December 31, 2023		103,553			19,494		$	3,296

Phantom Units

In July 2023, the Partnership granted 3,249 phantom units to each of six non-employee directors of the Board. Such awards will vest in July 2024, conditioned upon continuous service as non-employee directors. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units.

During the fourth quarter of 2023, the Partnership granted 34,051 phantom units to employees of the Topper Group. Of these awards, 50% vest ratably over three years through December 31, 2026 and 50% vest upon the employee’s death, disability or retirement. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units.

Performance-Based Awards

During the fourth quarter of 2023, the Partnership granted performance-based awards with an initial target value of $0.9 million. The performance-based awards vest on December 31, 2026, based on attainment of the performance goals set forth in the award agreements. The performance-based awards are weighted 65% for the increase of funds flow from operations per unit (as defined in the award agreements) and 35% for leverage (as defined in the award agreements), with a performance period from January 1, 2024 to December 31, 2026 and with 2023 being the reference period. The payout value for both performance conditions will be interpolated on a linear basis ranging from 0% to 200%, which will then be multiplied by the initial target value to determine the value of the units to be issued. The value of the units will then be divided by the 20-day volume-weighted average closing price of our common units as of the close of trading on the day before the conversion date to determine the actual number of units to be issued.

Overall

Since we grant awards to employees of the Topper Group who provide services to us under the Omnibus Agreement and non-employee directors of the Board, and since the grants may be settled in cash at the discretion of our Board, unvested phantom units and unvested performance-based awards receive fair value variable accounting treatment. As such, they are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. The balance of the accrual was $4.0 million and $2.2 million at December 31, 2023 and 2022, respectively.

We record equity-based compensation as a component of general and administrative expenses in the consolidated statements of income. Equity-based compensation expense was $3.0 million, $2.3 million and $1.3 million for 2023, 2022 and 2021, respectively.

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 1,069,155	$ 1,040,574
Less accumulated depreciation	(363,938)	(312,195)
Assets held for sale	705,217	728,379
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	326,571	323,882
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	365,528	360,542
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	16,434	15,312
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	356,160	334,324
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 4,462	$ 6,514

Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill [Abstract]

Schedule of Goodwill

Goodwill consisted of the following (in thousands):


	Wholesale Segment		Retail Segment		Consolidated
Balance at December 31, 2023 and 2022	$	54,675	$	44,734	$	99,409

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total accounts receivable	$ 31,622	$ 31,568
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	28,467	28,959
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 3,155	$ 2,609

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Equity Based Compensation [Abstract]

Summary of Equity-Based Award Activity

The table below summarizes our equity-based award activity:


	Employees			Directors			Employees
							Phantom
							Performance
							Awards
	Phantom Units			Phantom Units			Initial Target Value
Nonvested at December 31, 2021		72,033			16,260		$	1,673
Granted		35,840			15,205			854
Forfeited		(10,201	)		—			(197	)
Vested		(12,118	)		(16,260	)		—
Nonvested at December 31, 2022		85,554			15,205		$	2,330
Granted		40,594			20,470			966
Forfeited		(2,779	)		—			—
Vested		(19,816	)		(16,181	)		—
Nonvested at December 31, 2023		103,553			19,494		$	3,296

Accrued Expenses And Other Long-term Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Expensesand Other Long Term Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Taxes other than income	$	7,439	$	8,452
Capital expenditures and maintenance expenses		3,366		4,402
Current portion of environmental liabilities		3,394		3,011
Interest		2,483		1,764
Equity compensation		3,373		1,626
Professional fees		988		393
Other		2,631		3,496
Total accrued expenses and other current liabilities	$	23,674	$	23,144

Schedule of Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Security deposits	$	17,749	$	18,012
Deferred fuel supplier rebates (a)		25,979		18,697
Environmental liabilities		4,054		4,474
Purchase consideration payable (b)		1,800		1,800
Other		3,352		3,306
Total other long-term liabilities	$	52,934	$	46,289

(b) Purchase consideration related to the acquisition of assets from 7-Eleven; see Note 3 for additional information.

Schedule of Rollforward of Our Asset Retirement Obligation

A roll-forward of our asset retirement obligation is below (in thousands):


	December 31,
	2023			2022
Balance at beginning of year	$	46,810		$	45,749
Recognition of asset retirement obligations		196			327
Changes in estimated cash flows or settlement dates		(334	)		(195	)
Accretion		2,039			1,149
Obligations settled		(802	)		(220	)
Balance at end of year		47,909			46,810
Current portion, included within accrued expenses and other current liabilities		65			379
Long-term portion	$	47,844		$	46,431

Operating Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Leases [Line Items]
Operating Lease, Expense	$ 38,793	$ 39,642	$ 38,627
Cost of Sales [Member]
Operating Leases [Line Items]
Operating Lease, Expense	22,338	23,457	23,765
Operating Expenses [Member]
Operating Leases [Line Items]
Operating Lease, Expense	15,460	15,254	13,531
General and Administrative Expenses [Member]
Operating Leases [Line Items]
Operating Lease, Expense	$ 995	$ 931	$ 1,331

Equity-Based Compensation - Summary of Equity-Based Award Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employees [Member] \| Phantom Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	85,554	72,033
Granted	40,594	35,840
Forfeited	(2,779)	(10,201)
Vested	(19,816)	(12,118)
Nonvested, Ending balance	103,553	85,554
Employees [Member] \| Phantom Performance Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Initial Target Value, Beginning balance	$ 2,330	$ 1,673
Granted, Initial Target Value	966	854
Forfeited, Initial Target Value		(197)
Nonvested, Initial Target Value, Ending balance	$ 3,296	$ 2,330
Director [Member] \| Phantom Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested, Beginning balance	15,205	16,260
Granted	20,470	15,205
Vested	(16,181)	(16,260)
Nonvested, Ending balance	19,494	15,205

Accrued Expenses And Other Long-term Liabilities - Additional Information (Detail) - Asset Retirement Obligation Costs [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Accrued Liabilities And Other Long Term Liabilities [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Asset retirement obligation, legally restricted assets, fair value	$ 0
Permanent closure of USTs, description	Environmental laws in the U.S. require the permanent closure of USTs within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located.
Minimum [Member]
Accrued Liabilities And Other Long Term Liabilities [Line Items]
Permanent closure of USTs, period	1 year
Maximum [Member]
Accrued Liabilities And Other Long Term Liabilities [Line Items]
Permanent closure of USTs, period	2 years

Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

Note 6. INVENTORIES

Inventories consisted of the following (in thousands):


	December 31,
	2023		2022
Merchandise	$	26,081	$	22,654
Motor fuel		26,263		24,653
Inventories	$	52,344	$	47,307

See Note 22 for information regarding the conversion of certain lessee dealer sites to company operated sites, which caused a significant portion of the increase in merchandise inventory.

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Supplemental Cash Flow [Line Items]
Accrued capital expenditures	$ 1,803	$ 2,320	$ 2,048
Lease liabilities arising from obtaining right-of-use assets	12,697	23,997	$ 30,460
Accretion of preferred membership interests	2,488	$ 1,726
Assets acquired with proceeds from Section 1031 exchanges	$ 3,812

Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Parenthetical) (Details) $ in Millions	Dec. 31, 2023 USD ($)
Components of Deferred Tax Assets and Liabilities [Abstract]
Federal deferred tax asset	$ 3.7
Federal net operating loss that has no expiration	$ 16.7

Related Party Transactions

12 Months Ended

Dec. 31, 2023

Related Party Transactions

Note 14. RELATED PARTY TRANSACTIONS

Transactions with Affiliates of Members of the Board

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $50.7 million, $74.2 million and $58.0 million for 2023, 2022 and 2021, respectively. Accounts receivable from TopStar were $0.4 million and $0.7 million at December 31, 2023 and 2022, respectively.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $10.3 million, $10.0 million and $9.3 million for 2023, 2022 and 2021, respectively. Generally, rent payable under these leases increases by 1.5% per year through the 10-year term expiring in April 2030. Generally, there are four five-year renewal options under these leases.

Omnibus Agreement

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

Pursuant to the Omnibus Agreement, DMI agreed, among other things, to provide, or cause to be provided, to the General Partner for the benefit of the Partnership, at cost without markup, certain management, administrative and operating services.

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

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $108.5 million, $91.7 million and $67.3 million for 2023, 2022 and 2021, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of income. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $8.4 million and $6.1 million at December 31, 2023 and 2022, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $30.8 million, $30.7 million and $34.7 million to the Topper Group related to its ownership of our common units during 2023, 2022 and 2021, respectively.

We distributed $10.5 million, $10.5 million and $6.2 million to affiliates of John B. Reilly, III, a member of our Board, related to their ownership of our common units for 2023, 2022 and 2021, respectively.

See Note 18 for information regarding the preferred membership interests held by related parties.

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 $2.6 million, $2.0 million and $2.2 million for 2023, 2022 and 2021, respectively. Accounts payable to this related party amounted to $0.3 million at each of December 31, 2023 and 2022.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $20.8 million, $21.1 million and $19.7 million for 2023, 2022 and 2021, respectively. Amounts payable to this related party amounted to $1.4 million at each of December 31, 2023 and 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 $0.2 million for 2023 and $0.1 million for 2022 and 2021.

Principal Executive Offices

Our principal executive offices are in Allentown, Pennsylvania. We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $1.0 million, $0.9 million and $1.3 million for 2023, 2022 and 2021, respectively.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, a member of our Board, for public relations and website consulting services. The cost of these services amounted to $0.1 million for 2023, 2022 and 2021.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 16. 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. The following provides total annual future minimum volume purchase requirements (in thousands of gallons):


2024			652,623
2025			573,175
2026			566,363
2027			568,759
2028			503,178
Thereafter			906,639
Total			3,770,737

In the event we fail to purchase the required minimum volume for a given contract year, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given year. We did not incur any significant penalties in 2023, 2022 or 2021.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Net Income Per Limited Partner Unit - Quarterly Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Partnership Distributions [Abstract]
Record Date	Feb. 02, 2024	Nov. 03, 2023	Aug. 04, 2023	May 03, 2023	Feb. 03, 2023
Payment Date	Feb. 09, 2024	Nov. 10, 2023	Aug. 11, 2023	May 10, 2023	Feb. 10, 2023
Cash Distribution (per unit)	$ 0.5250	$ 0.5250	$ 0.5250	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 19,941	$ 19,935	$ 19,934	$ 19,925	$ 19,918

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Details) - USD ($) $ in Thousands			12 Months Ended
	Nov. 30, 2023	Apr. 30, 2023	Dec. 31, 2023
Interest Rate Swap Contracts One [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type			Spot starting
Notional amount	$ 50,000	$ 50,000
Fixed rate	3.287%	3.287%
Termination date	Mar. 30, 2028	Mar. 30, 2028
Interest Rate Swap Contracts Two [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type			Spot starting
Notional amount	$ 100,000	$ 100,000
Fixed rate	3.287%	3.287%
Termination date	Mar. 31, 2028	Mar. 31, 2028
Interest Rate Swap Contracts Three [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type			Spot starting
Notional amount	$ 50,000	$ 50,000
Fixed rate	3.282%	3.282%
Termination date	Apr. 08, 2028	Apr. 08, 2028
Interest Rate Swap Contracts Four [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type			Forward starting April 1, 2024
Notional amount	$ 100,000	$ 100,000
Fixed rate	2.932%	2.932%
Termination date	Apr. 01, 2028	Apr. 01, 2028
Interest Rate Swap Contracts Five [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type			Spot starting
Notional amount	$ 80,000	$ 80,000
Fixed rate	4.105%	4.105%
Termination date	Mar. 31, 2028	Mar. 31, 2028
Interest Rate Swap Contracts Six [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type			Spot starting
Notional amount	$ 20,000	$ 20,000
Fixed rate	4.121%	4.121%
Termination date	Mar. 31, 2028	Mar. 31, 2028

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 15, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts receivable		$ 31,185	$ 30,825
Rental income		$ 82,331	$ 84,106	$ 83,182
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]		Operating Income (Loss)	Operating Income (Loss)	Operating Income (Loss)
Rent expense		$ 38,793	$ 39,642	$ 38,627
Accounts payable to related parties		68,986	77,048
Cost of services		4,003,995	4,591,653	3,302,306
General and Administrative Expenses [Member]
Related Party Transaction [Line Items]
Rent expense		995	931	1,331
Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Partnership agreement effective date	Jan. 01, 2020
Cost and expenses incurred		108,500	91,700	67,300
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties		1,400	1,400
Cost of services		2,600	2,000	2,200
Topper Group [Member]
Related Party Transaction [Line Items]
Rent expense		200	100	100
Dividends cash		30,800	30,700	34,700
Topper Group [Member] \| Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Right of termination prior written notice period	180 days
Accounts payable to related parties		8,400	6,100
The General Partner [Member] \| Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Right of termination prior written notice period	60 days
John B. Reilly, III [Member]
Related Party Transaction [Line Items]
Dividends cash		10,500	10,500	6,200
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts receivable		400	700
Rental income		50,700	74,200	58,000
Rent expense		$ 10,300	10,000	9,300
Percentage of rent payable under lease		1.50%
Lessor, Operating Lease, Existence of Option to Extend [true false]		true
Operating lease description		there are four five-year renewal options under these leases.
Operating lease renewal term		5 years
Accounts payable to related parties		$ 300	300
Merchandise costs		20,800	21,100	19,700
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense		1,000	900	1,300
Company Affiliated with a Member of the Board [Member]
Related Party Transaction [Line Items]
Cost of services related to public relations and website consulting		$ 100	$ 100	$ 100

Environmental Matters (Tables)

12 Months Ended

Dec. 31, 2023

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Roll-forward of Our Environmental Liabilities

The table below presents a roll-forward of our environmental liabilities (in thousands):


	2023			2022
Balance at beginning of year	$	7,485		$	5,376
Provision for new environmental losses		1,161			4,291
Changes in estimates for previously incurred losses		2,028			33
Payments		(3,226	)		(2,215	)
Balance at end of year		7,448			7,485
Current portion, included within accrued expenses and other current liabilities		3,394			3,011
Long-term portion, included within other long-term liabilities	$	4,054		$	4,474

Assets Held for Sale

12 Months Ended

Dec. 31, 2023

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

Assets Held for Sale

Note 4. ASSETS HELD FOR SALE

We have classified two and three sites as held for sale at December 31, 2023 and 2022, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):


	December 31,
	2023			2022
Land	$	240		$	758
Buildings and site improvements		380			457
Equipment		418			333
Total		1,038			1,548
Less accumulated depreciation		(638	)		(565	)
Assets held for sale	$	400		$	983

The Partnership has continued to focus on divesting lower performing assets. During 2023, we sold 10 properties for $9.2 million in proceeds, resulting in a net gain of $6.5 million. The proceeds for 2023 include $3.8 million of proceeds that were initially placed in a Section 1031 exchange escrow account and used to purchase replacement properties. As such, these proceeds and capital expenditures were excluded from the statement of cash flows. During 2022, we sold 27 properties for $12.9 million in proceeds, resulting in a net gain of $3.5 million. During 2021, we sold 32 properties for $14.0 million in proceeds, resulting in a net gain of $4.1 million.

See Note 7 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale.

Prior Year Acquisitions - Additional Information (Details) $ in Millions			1 Months Ended
	Feb. 08, 2027 USD ($)	Nov. 09, 2022 USD ($) Location	Feb. 28, 2022 USD ($) Location Site
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		2
7 Eleven, Inc. [Member]
Business Acquisition [Line Items]
Number of ownership and operations of operated sites \| Site			106
7 Eleven, Inc. [Member] \| Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $			$ 263.0
7 Eleven, Inc. [Member] \| Asset Purchase Agreement [Member] \| Forecast [Member]
Business Acquisition [Line Items]
Aggregate purchase price \| $	$ 1.8
Fee Site [Member] \| 7 Eleven, Inc. [Member] \| Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Number of ownership and operations of operated sites			90
Fee Based [Member] \| Community Service Stations Inc [Member]
Business Acquisition [Line Items]
Number of Commission Locations		1
Lease Location [Member] \| Community Service Stations Inc [Member]
Business Acquisition [Line Items]
Number of Commission Locations		1
Leased Site [Member] \| 7 Eleven, Inc. [Member] \| Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Number of ownership and operations of operated sites			16

Receivables (Tables)

12 Months Ended

Dec. 31, 2023

Receivables [Abstract]

Summary of Changes in Allowance for Credit Losses

Changes in the allowance for credit losses consisted of the following (in thousands):


	Year Ended December 31,
	2023			2022			2021
Balance at beginning of year	$	686		$	458		$	429
Increase in allowance charged to expense		40			232			253
Accounts charged against the allowance, net of recoveries		(17	)		(4	)		(224	)
Balance at end of year	$	709		$	686		$	458

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 236,779	$ 235,790
Finite-Lived Intangible Assets, Accumulated Amortization	141,518	121,871
Intangible assets, net	95,261	113,919
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	234,501	232,932
Finite-Lived Intangible Assets, Accumulated Amortization	140,714	120,168
Intangible assets, net	93,787	112,764
Trademarks/Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	2,078	2,208
Finite-Lived Intangible Assets, Accumulated Amortization	761	1,250
Intangible assets, net	1,317	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	43	453
Intangible assets, net	$ 157	$ 197

Income Taxes - Schedule of Difference Between Actual Income Tax Provision and Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Taxes Differencebetweenthe Actual Income Tax Provisionand Income Taxes [Abstract]
Consolidated income from continuing operations before income taxes - all domestic	$ 45,117	$ 64,410	$ 18,429
Income from continuing operations before income taxes of non-taxable entities	(34,797)	(65,466)	(37,072)
Income (loss) from continuing operations before income taxes of corporate entities	10,320	(1,056)	(18,643)
Federal income tax expense (benefit) at statutory rate	2,167	(222)	(3,915)
Increase (decrease) due to:
State income taxes, net of federal income tax benefit	421	974	372
Other	(63)	(38)	318
Total income tax expense (benefit)	$ 2,525	$ 714	$ (3,225)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

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

+ References + Details

Operating Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Operating Leases

Note 13. OPERATING LEASES

Operating Leases of Sites as Lessee

We lease 442 sites from third parties under certain non-cancelable operating leases that expire from time to time through 2041. The weighted-average remaining lease term was 4.5 years as of December 31, 2023.

Lease expense was classified in the consolidated statements of income as follows (in thousands):


	Year Ended December 31,
	2023		2022		2021
Cost of sales	$	22,338	$	23,457	$	23,765
Operating expenses		15,460		15,254		13,531
General and administrative expenses		995		931		1,331
Total	$	38,793	$	39,642	$	38,627

Variable lease payments based on inflation or fuel volume included in the table above totaled $4.6 million, $4.4 million and $4.2 million for 2023, 2022 and 2021, respectively. Short-term lease payments included in the table above that are excluded from the lease liability amounted to $0.2 million, $0.2 million and $0.1 million for 2023, 2022 and 2021, respectively. Cash paid for amounts included in the measurement of lease liabilities under operating leases totaled $34.0 million, $35.0 million and $34.3 million for 2023, 2022 and 2021, respectively.

As of December 31, 2023, future minimum rental payments under operating leases, excluding variable lease payments or short-term payments, were as follows (in thousands). The weighted-average discount rate as of December 31, 2023 and 2022 was 5.8% and 6.0%, respectively.


	Third Parties		Related Parties		Total
2024	$	25,796	$	10,152	$	35,948
2025		23,565		10,310		33,875
2026		20,510		10,395		30,905
2027		16,202		8,953		25,155
2028		11,806		8,382		20,188
Thereafter		28,745		9,350		38,095
Total future payments		126,624		57,542		184,166
Less impact of discounting						30,656
						153,510
Current portion						34,787
Long-term portion					$	118,723

Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term for purposes of measuring our lease liabilities and right-of-use assets unless the sublease to our customer extends beyond the term of the head lease.

Of our leased sites, we operate 127 of them as company operated sites. Substantially all the remaining leased sites are subleased to lessee dealers or commission agents under leases with terms generally ranging from one to ten years and which may include renewal options. Sublease rental income amounted to $35.3 million, $35.4 million and $34.5 million for 2023, 2022 and 2021, respectively.

Operating Leases of Sites as Lessor

Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2037. Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties as of December 31, 2023 were as follows (in thousands):


2024	$	45,941
2025		38,157
2026		27,715
2027		18,232
2028		12,002
Thereafter		13,143
Total future minimum lease payments	$	155,190

The future minimum rental payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or non-lease components for amounts that may be received as tenant reimbursements for certain operating costs.

Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $5.0 million and $5.1 million at December 31, 2023 and 2022, respectively.

Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2023

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

Assets Held for Sale


	December 31,
	2023			2022
Land	$	240		$	758
Buildings and site improvements		380			457
Equipment		418			333
Total		1,038			1,548
Less accumulated depreciation		(638	)		(565	)
Assets held for sale	$	400		$	983