0000950170-24-056002 | 10-Q | XBRL Viewer

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Account receivable allowance	$ 674	$ 709
Shares issued	38,027,194	37,983,154
Shares outstanding	38,027,194	37,983,154

Interest Rate Swap Contracts

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 8. INTEREST RATE SWAP CONTRACTS

During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands):


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	150,000	April 1, 2024		0.413	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		75,000	April 1, 2024		0.298	%
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 12 for additional information on the fair value of the interest rate swap contracts.

We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings (interest expense on our statement of operations) in the same period during which the hedged interest expense is recorded. We recognized a net realized gain from settlements of the interest rate swap contracts of $5.1 million and $3.1 million for the three months ended March 31, 2024 and 2023, respectively.

We currently estimate that a gain of $6.1 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 Common Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Partnership Distributions [Abstract]
Record Date	May 03, 2024	Feb. 02, 2024
Payment Date	May 10, 2024	Feb. 09, 2024
Cash Distribution (per unit)	$ 0.525	$ 0.525
Cash Distribution (in thousands)	$ 19,964	$ 19,941

Income Taxes	3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 13. INCOME TAXES As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. We recorded an income tax benefit of $5.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax.

Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 13. INCOME TAXES

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

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

We recorded an income tax benefit of $5.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-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
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 17
-Subparagraph (b)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-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

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 9,925	$ 11,875
Cash paid (refunded) for income taxes, net	$ (17)	$ 560

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Loss Carryforwards [Line Items]
Income tax holiday, description	As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period.
Income tax benefit	$ 5,797	$ 1,662
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Limited partnership percentage of non qualifying income to gross income	10.00%

- Definition

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

+ References + Details

Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) Segment Location Site	Mar. 31, 2023 USD ($) Site	Dec. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment	2
Number of converted operated sites to dealer operated sites \| Site	53	8
Contract costs, unamortized balance	$ 9.4		$ 10.0
Contract costs, amortization against operating revenues	$ 0.5	$ 0.4
Applegreen Acquisition [Member]
Segment Reporting Information [Line Items]
Number of closed location \| Location	31

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):


	March 31, 2024						December 31, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	145,557	$	88,944	$	234,501	$	140,714	$	93,787
Trademarks/licenses		2,118		787		1,331		2,078		761		1,317
Covenant not to compete		200		53		147		200		43		157
Total intangible assets	$	236,819	$	146,397	$	90,422	$	236,779	$	141,518	$	95,261

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenues	$ 941,548	$ 1,016,159
Rental income	19,166	21,320
Operating income (loss)	(13,045)	9,110
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	840,431	924,871
Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	76,432	65,266
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	5,519	4,702
Unallocated [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(42,365)	(27,326)
Wholesale \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	467,478	541,128
Rental income	15,979	17,956
Operating income (loss)	18,065	21,669
Wholesale \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	450,579	521,925
Wholesale \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	920	1,247
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	474,070	475,031
Rental income	3,187	3,364
Operating income (loss)	11,255	14,767
Retail [Member] \| Operating Segments [Member] \| Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	389,852	402,946
Retail [Member] \| Operating Segments [Member] \| Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	76,432	65,266
Retail [Member] \| Operating Segments [Member] \| Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 4,599	$ 3,455

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Schedule Of Supplemental Cash Flow [Line Items]

Cash Flow, Operating Capital

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


	Three Months Ended March 31,
	2024			2023
(Increase) decrease:
Accounts receivable	$	(3,902	)	$	2,220
Accounts receivable from related parties		(584	)		219
Inventories		(1,589	)		(604	)
Other current assets		(423	)		(2,775	)
Other assets		(885	)		574
Increase (decrease):
Accounts payable		2,434			(7,503	)
Accounts payable to related parties		(3,131	)		(2,013	)
Accrued expenses and other current liabilities		987			(297	)
Motor fuel and taxes payable		(1,619	)		(342	)
Other long-term liabilities		1,785			1,061
Changes in operating assets and liabilities, net of acquisitions	$	(6,927	)	$	(9,460	)

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):


	Three Months Ended March 31,
	2024			2023
Cash paid for interest	$	9,925		$	11,875
Cash paid (refunded) for income taxes, net		(17	)		560

Non-cash Activities

Schedule Of Supplemental Cash Flow [Line Items]

Schedule of Supplemental Cash Flow Information

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


	Three Months Ended March 31,
	2024		2023
Accrued capital expenditures	$	1,269	$	2,228
Lease liabilities arising from obtaining right-of-use assets		4,823		2,972
Accretion of preferred membership interests		657		601

Net Income Per Common Unit (Tables)

3 Months Ended

Mar. 31, 2024

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):


	Three Months Ended March 31,
	2024			2023
Numerator:
Distributions paid on common units	$	19,941		$	19,974
Allocation of distributions in excess of net income		(38,138	)		(21,554	)
Limited partners’ interest in net loss - basic and diluted		(18,197	)		(1,580	)
Denominator:
Weighted-average common units outstanding - basic		37,994,285			37,940,332
Adjustment for phantom and phantom performance units (a)		—			—
Weighted-average common units outstanding - diluted		37,994,285			37,940,332
Net loss per common unit - basic	$	(0.48	)	$	(0.04	)
Net loss per common unit - diluted	$	(0.48	)	$	(0.04	)

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

(a)

For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

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

Distributions Made to Limited Partner, by Distribution

Distribution activity for 2024 is as follows:

        Quarter Ended

        Record Date

        Payment Date

        Cash
Distribution
(per unit)

        Cash
Distribution
(in thousands)

December 31, 2023

February 2, 2024

February 9, 2024

0.5250

19,941

March 31, 2024

May 3, 2024

May 10, 2024

0.5250

19,964

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Merchandise	$ 29,808	$ 26,081
Motor fuel	28,229	26,263
Inventories	$ 58,037	$ 52,344

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 12. FAIR VALUE MEASUREMENTS

We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2024 or 2023.

As further discussed in Note 8, we remeasure the fair value of interest rate swap contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements.

We have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2024 and December 31, 2023 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of March 31, 2024 and December 31, 2023 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

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating revenues	$ 941,548	$ 1,016,159
Costs of sales	860,200	934,100
Gross profit	81,348	82,059
Operating expenses:
Operating expenses	52,028	45,623
General and administrative expenses	6,838	5,739
Depreciation, amortization and accretion expense	18,721	19,820
Total operating expenses	77,587	71,182
Loss on dispositions and lease terminations, net	(16,806)	(1,767)
Operating (loss) income	(13,045)	9,110
Other income, net	249	261
Interest expense	(10,541)	(12,012)
Loss before income taxes	(23,337)	(2,641)
Income tax benefit	(5,797)	(1,662)
Net loss	(17,540)	(979)
Accretion of preferred membership interests	657	601
Net loss available to limited partners	$ (18,197)	$ (1,580)
Net loss Per Share
Net loss per common unit, basic	$ (0.48)	$ (0.04)
Net loss per common unit, diluted	$ (0.48)	$ (0.04)
Weighted-average common units, basic	37,994,285	37,940,332
Weighted-average common units, diluted	37,994,285	37,940,332
Supplemental information:
(a) includes excise taxes of:	$ 70,713	$ 69,884
(a) includes rent income of:	19,166	21,320
(b) excludes depreciation, amortization and accretion and includes rent expense of:	5,419	5,554
(c) includes rent expense of:	$ 3,942	$ 3,798

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 1,066,530	$ 1,069,155
Less accumulated depreciation	(373,802)	(363,938)
Assets held for sale	692,728	705,217
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	323,494	326,571
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	362,651	365,528
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	16,560	16,434
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	358,585	356,160
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 5,240	$ 4,462

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)
Rental income	$ 19,166	$ 21,320
Accounts receivable	35,087		$ 31,185
Accretion of preferred membership interests	657	601
Accounts payable to related parties	71,490		68,986
Cost of services	860,200	934,100
Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred	27,800	24,400
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	1,400		1,400
Cost of services	1,000	700
Topper Group [Member]
Related Party Transaction [Line Items]
Dividends cash	$ 7,700	$ 7,700
Lease expenses	insignificant	insignificant
Topper Group [Member] \| Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	$ 4,800		8,400
John B. Reilly, III [Member]
Related Party Transaction [Line Items]
Dividends cash	2,600	$ 2,600
Topper And Entities [Member]
Related Party Transaction [Line Items]
Rental income	10,700	11,700
Accounts receivable	1,000		400
Rent expense	2,500	2,500
Accounts payable to related parties	700		$ 300
Merchandise costs	4,700	4,900
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense	$ 300	$ 300

Operating Leases as Lessor

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Operating Leases as Lessor

Note 9. OPERATING LEASES AS LESSOR

During the first quarter of 2024, we terminated a significant number of operating leases as lessor through our Applegreen Acquisition. See Note 2 for additional information regarding this transaction and the related write-off of deferred rent income.

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 March 31, 2024 were as follows (in thousands):


2024	$	29,826
2025		32,495
2026		22,640
2027		12,672
2028		7,899
Thereafter		21,489
Total future minimum lease payments	$	127,021

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 $3.3 million and $5.0 million at March 31, 2024 and December 31, 2023, respectively.

Applegreen Acquisition And Lease Termination - Summary of Summary of Acquisition and Lease Termination Transactions (Details) - Applegreen Acquisition [Member] - Applegreen Purchase Agreement [Member] - USD ($) $ in Thousands		3 Months Ended
	Jan. 26, 2024	Mar. 31, 2024
Business Acquisition [Line Items]
Lease termination payments		$ 15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration	$ 16,900	21,087
Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination		$ 15,898

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Description of Business and Other Disclosures

Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Our business consists of:

•

the wholesale distribution of motor fuels;

•

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

•

the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and

•

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

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

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

Recently Adopted Accounting Pronouncements

Segment Reporting

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 starting in our Annual Report on Form 10-K for the year ending December 31, 2024.

Income Taxes

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.

Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80% of our motor fuel from four suppliers. Approximately 24% and 23% of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers.

For the three months ended March 31, 2024 and 2023, respectively, approximately 11% and 20% of our rent income was from two multi-site operators.

For the three months ended March 31, 2024 and 2023, respectively, approximately 50% and 47% of our merchandise was purchased from one supplier.

Interest Rate Swap Contracts - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments Gain Loss [Line Items]
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense	$ 6.1
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]
Net realized gain (loss)	$ 5.1	$ 3.1

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 16. SUPPLEMENTAL CASH FLOW INFORMATION

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


	Three Months Ended March 31,
	2024			2023
(Increase) decrease:
Accounts receivable	$	(3,902	)	$	2,220
Accounts receivable from related parties		(584	)		219
Inventories		(1,589	)		(604	)
Other current assets		(423	)		(2,775	)
Other assets		(885	)		574
Increase (decrease):
Accounts payable		2,434			(7,503	)
Accounts payable to related parties		(3,131	)		(2,013	)
Accrued expenses and other current liabilities		987			(297	)
Motor fuel and taxes payable		(1,619	)		(342	)
Other long-term liabilities		1,785			1,061
Changes in operating assets and liabilities, net of acquisitions	$	(6,927	)	$	(9,460	)

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):


	Three Months Ended March 31,
	2024			2023
Cash paid for interest	$	9,925		$	11,875
Cash paid (refunded) for income taxes, net		(17	)		560

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


	Three Months Ended March 31,
	2024		2023
Accrued capital expenditures	$	1,269	$	2,228
Lease liabilities arising from obtaining right-of-use assets		4,823		2,972
Accretion of preferred membership interests		657		601

Interest Rate Swap Contracts (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Contracts

During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands):


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	150,000	April 1, 2024		0.413	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		75,000	April 1, 2024		0.298	%
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	%

Net Income Per Common Unit

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income Per Common Unit

Note 14. NET INCOME PER COMMON UNIT


	Three Months Ended March 31,
	2024			2023
Numerator:
Distributions paid on common units	$	19,941		$	19,974
Allocation of distributions in excess of net income		(38,138	)		(21,554	)
Limited partners’ interest in net loss - basic and diluted		(18,197	)		(1,580	)
Denominator:
Weighted-average common units outstanding - basic		37,994,285			37,940,332
Adjustment for phantom and phantom performance units (a)		—			—
Weighted-average common units outstanding - diluted		37,994,285			37,940,332
Net loss per common unit - basic	$	(0.48	)	$	(0.04	)
Net loss per common unit - diluted	$	(0.48	)	$	(0.04	)

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

(a)

Distributions

Distribution activity for 2024 is as follows:

        Quarter Ended

        Record Date

        Payment Date

        Cash
Distribution
(per unit)

        Cash
Distribution
(in thousands)

December 31, 2023

February 2, 2024

February 9, 2024

0.5250

19,941

March 31, 2024

May 3, 2024

May 10, 2024

0.5250

19,964

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.

Assets Held for Sale

3 Months Ended

Mar. 31, 2024

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

Assets Held for Sale

Note 3. ASSETS HELD FOR SALE

We have classified nine sites and two sites as held for sale at March 31, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):


	March 31,			December 31,
	2024			2023
Land	$	3,056		$	240
Buildings and site improvements		3,512			380
Equipment		2,579			418
Total		9,147			1,038
Less accumulated depreciation		(4,506	)		(638	)
Assets held for sale	$	4,641		$	400

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

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

Related-Party Transactions

3 Months Ended

Mar. 31, 2024

Related-Party Transactions

Note 10. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $10.7 million and $11.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts receivable from TopStar was $1.0 million and $0.4 million at March 31, 2024 and December 31, 2023, respectively.

We lease real estate from the Topper Group. Rent expense under these lease agreements was $2.5 million for each of the three months ended March 31, 2024 and 2023.

Omnibus Agreement

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 $27.8 million and $24.4 million for the three months ended March 31, 2024 and 2023, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $4.8 million and $8.4 million at March 31, 2024 and December 31, 2023, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million to the Topper Group related to its ownership of our common units for the three months ended March 31, 2024 and 2023.

We distributed $2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units for the three months ended March 31, 2024 and 2023.

We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $0.7 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively.

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 $1.0 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts payable to this related party amounted to $0.7 million and $0.3 million at March 31, 2024 and December 31, 2023, respectively.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $4.7 million and $4.9 million for the three months ended March 31, 2024 and 2023, respectively. Amounts payable to this related party amounted to $1.4 million at March 31, 2024 and December 31, 2023.

Vehicle Lease

In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for each of the three months ended March 31, 2024 and 2023.

Principal Executive Offices

We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million for each of the three months ended March 31, 2024 and 2023.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2024 and 2023.

- 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-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
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-Section 50
-Paragraph 1
-Subparagraph (d)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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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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-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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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

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

+ Details

Description of Business and Other Disclosures (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Interim Financial Statement	Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements Segment Reporting 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 starting in our Annual Report on Form 10-K for the year ending December 31, 2024. Income Taxes 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. Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.
Concentration Risk	Concentration Risk For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80% of our motor fuel from four suppliers. Approximately 24% and 23% of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers. For the three months ended March 31, 2024 and 2023, respectively, approximately 11% and 20% of our rent income was from two multi-site operators. For the three months ended March 31, 2024 and 2023, respectively, approximately 50% and 47% of our merchandise was purchased from one supplier.

Net Income Per Common 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

3 Months Ended

Mar. 31, 2024

Mar. 31, 2023

Numerator:

Distributions paid on common units

$ 19,941

$ 19,974

Allocation of distributions in excess of net income

(38,138)

(21,554)

Net loss available to limited partners

$ (18,197)

$ (1,580)

Denominator:

Weighted-average common units outstanding - basic

37,994,285

37,940,332

Adjustment for phantom and phantom performance units

^[1]

Weighted-average common units outstanding - diluted

37,994,285

37,940,332

Net loss per common unit - basic

$ (0.48)

$ (0.04)

Net loss per common unit - diluted

(0.48)

(0.04)

Distributions paid per common unit

0.525

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

$ 0.525

[1]

Intangible Assets

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):


	March 31, 2024						December 31, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	145,557	$	88,944	$	234,501	$	140,714	$	93,787
Trademarks/licenses		2,118		787		1,331		2,078		761		1,317
Covenant not to compete		200		53		147		200		43		157
Total intangible assets	$	236,819	$	146,397	$	90,422	$	236,779	$	141,518	$	95,261

Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 99,409
Ending Balance	$ 99,409

- Definition

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

+ References + Details

- 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
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
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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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Net Income Per Common Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Parenthetical) (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,230,559	1,125,769
Phantom units [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	133,341	168,695

Assets Held for Sale - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) Property	Mar. 31, 2024 Store	Dec. 31, 2023 Store
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold \| Property	1
Proceeds from sale of properties	$ 0.4
Gain on sale of properties	$ 0.1
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores \| Store		9	2

Debt - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Debt Instrument [Line Items]
Deferred financing costs						$ 1.1
Line of credit facility, maximum borrowing capacity				$ 91.2
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
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%
Letters of credit outstanding, amount				$ 5.3	$ 4.5
CAPL Credit Facility [Member] \| Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end				5.10%
Debt instrument, basis spread on variable rate				2.25%
CAPL Credit Facility [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				5.00%
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%
CAPL Credit Facility [Member] \| Maximum [Member] \| Upon Issuance of Qualified Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				5.25%
Line of credit facility financial covenants combined leverage ratio, threshold				5.50%
CAPL Credit Facility [Member] \| Maximum [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				3.75%
Line of credit facility financial covenants combined leverage ratio, threshold				4.00%
CAPL Credit Facility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				1.00%
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%
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%

Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

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

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


	March 31,		December 31,
	2024		2023
CAPL Credit Facility	$	798,260	$	756,000
Finance lease obligations		10,320		11,064
Total debt and finance lease obligations		808,580		767,064
Current portion		3,133		3,083
Noncurrent portion		805,447		763,981
Deferred financing costs, net		9,692		10,101
Noncurrent portion, net of deferred financing costs	$	795,755	$	753,880

Applegreen Acquisition And Lease Termination (Tables)

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Summary of Acquisition and Lease Termination Transactions

We recorded these transactions as follows during the first quarter of 2024 (in thousands):


Cash consideration
Lease termination payments	$	15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration		21,087

Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination	$	15,898

Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

Note 15. SEGMENT REPORTING

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

The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers.

The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

During the three months ended March 31, 2024 and 2023, respectively, we converted 53 and eight sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment. The sites converted during the first quarter of 2024 include 31 sites from the Applegreen Acquisition. See Note 2 for additional information.

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


	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2024
Revenues from fuel sales to external customers	$	450,579	$	389,852	$	—		$	840,431
Revenues from food and merchandise sales		—		76,432		—			76,432
Rent income		15,979		3,187		—			19,166
Other revenue		920		4,599		—			5,519
Total revenues	$	467,478	$	474,070	$	—		$	941,548

Operating income (loss)	$	18,065	$	11,255	$	(42,365	)	$	(13,045	)

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

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

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


	March 31,		December 31,
	2024		2023
Receivables from fuel and merchandise sales	$	32,853	$	28,467
Receivables for rent and other lease-related charges		3,255		3,155
Total accounts receivable	$	36,108	$	31,622

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 $9.4 million and $10.0 million at March 31, 2024 and December 31, 2023, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.5 million and $0.4 million for the three months ended March 31, 2024 and 2023, 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
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-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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule Of Supplemental Cash Flow [Line Items]
Accrued capital expenditures	$ 1,269	$ 2,228
Lease liabilities arising from obtaining right-of-use assets	4,823	2,972
Accretion of preferred membership interests	$ 657	$ 601

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Note 7. DEBT

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


	March 31,		December 31,
	2024		2023
CAPL Credit Facility	$	798,260	$	756,000
Finance lease obligations		10,320		11,064
Total debt and finance lease obligations		808,580		767,064
Current portion		3,133		3,083
Noncurrent portion		805,447		763,981
Deferred financing costs, net		9,692		10,101
Noncurrent portion, net of deferred financing costs	$	795,755	$	753,880

The CAPL Credit Facility is secured by substantially all of the Partnership’s assets.

Letters of credit outstanding totaled $5.3 million and $4.5 million at March 31, 2024 and December 31, 2023, respectively.

Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at March 31, 2024 was 5.1% (our applicable margin was 2.25% as of March 31, 2024). See Note 8 for additional information on our interest rate swap contracts.

The CAPL Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00, and (ii) 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.

On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement 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.

As of March 31, 2024, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at March 31, 2024, after taking into consideration debt covenant restrictions, was $91.2 million.

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

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//470/tableOfContent

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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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Depreciation, Amortization and Accretion Expenses [Member]
Property Plant And Equipment [Line Items]
Impairment charges. Property, Plant, and Equipment	$ 0.3	$ 0.4

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Reportable Segments

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


	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2024
Revenues from fuel sales to external customers	$	450,579	$	389,852	$	—		$	840,431
Revenues from food and merchandise sales		—		76,432		—			76,432
Rent income		15,979		3,187		—			19,166
Other revenue		920		4,599		—			5,519
Total revenues	$	467,478	$	474,070	$	—		$	941,548

Operating income (loss)	$	18,065	$	11,255	$	(42,365	)	$	(13,045	)

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

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

Summary of Receivables Relating to Revenue Streams

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


	March 31,		December 31,
	2024		2023
Receivables from fuel and merchandise sales	$	32,853	$	28,467
Receivables for rent and other lease-related charges		3,255		3,155
Total accounts receivable	$	36,108	$	31,622

Applegreen Acquisition And Lease Termination

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Applegreen Acquisition And Lease Termination

Note 2. APPLEGREEN ACQUISITION AND LEASE TERMINATION

On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were 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 transaction closed on a rolling basis by site beginning during the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. 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.

Of the 59 locations, 31 locations converted during the first quarter of 2024 and the remaining locations converted in April 2024. This transaction resulted in the transition of these lessee dealer sites to company operated sites.

During the first quarter of 2024, we paid $19.9 million of cash and accrued an additional $1.2 million of cash paid in April 2024. In addition, we recorded a non-cash write-off of deferred rent income of $1.4 million during the first quarter of 2024. We recorded these transactions as follows during the first quarter of 2024 (in thousands):


Cash consideration
Lease termination payments	$	15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration		21,087

Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination	$	15,898

Property and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5. PROPERTY AND EQUIPMENT

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


	March 31,			December 31,
	2024			2023
Land	$	323,494		$	326,571
Buildings and site improvements		362,651			365,528
Leasehold improvements		16,560			16,434
Equipment		358,585			356,160
Construction in progress		5,240			4,462
Property and equipment, at cost		1,066,530			1,069,155
Accumulated depreciation and amortization		(373,802	)		(363,938	)
Property and equipment, net	$	692,728		$	705,217

We recorded impairment charges of $0.3 million and $0.4 million during the three months ended March 31, 2024 and 2023, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort.

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2022	$ 52,977	$ 36,508	$ 16,469
Balance, Common Units at Dec. 31, 2022		37,937,604
Net loss	(979)	$ (979)
Other comprehensive Income
Unrealized gain on interest rate swap contracts	137		137
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense	(3,055)		(3,055)
Total other comprehensive income (loss)	(2,918)		(2,918)
Comprehensive (loss) income	(3,897)	(979)	(2,918)
Issuance of units related to Bonus Plan	322	$ 322
Issuance of units related to Bonus Plan, Units		15,346
Accretion of preferred membership interests	(601)	$ (601)
Distributions paid	(19,974)	(19,974)
Balance at Mar. 31, 2023	28,827	$ 15,276	13,551
Balance, Common Units at Mar. 31, 2023		37,952,950
Balance at Dec. 31, 2023	3,007	$ (2,392)	5,399
Balance, Common Units at Dec. 31, 2023		37,983,154
Net loss	(17,540)	$ (17,540)
Other comprehensive Income
Unrealized gain on interest rate swap contracts	9,131		9,131
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense	(5,133)		(5,133)
Total other comprehensive income (loss)	3,998		3,998
Comprehensive (loss) income	(13,542)	(17,540)	3,998
Issuance of units related to Bonus Plan	381	$ 381
Issuance of units related to Bonus Plan, Units		17,136
Vesting of equity awards, net of units withheld for taxes	598	$ 598
Vesting of equity awards, net of units withheld for tax, Units		26,904
Accretion of preferred membership interests	(657)	$ (657)
Distributions paid	(20,006)	(20,006)
Balance at Mar. 31, 2024	$ (30,219)	$ (39,616)	$ 9,397
Balance, Common Units at Mar. 31, 2024		38,027,194

Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2024		2023
Merchandise	$	29,808	$	26,081
Motor fuel		28,229		26,263
Inventory	$	58,037	$	52,344

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	March 31,			December 31,
	2024			2023
Land	$	323,494		$	326,571
Buildings and site improvements		362,651			365,528
Leasehold improvements		16,560			16,434
Equipment		358,585			356,160
Construction in progress		5,240			4,462
Property and equipment, at cost		1,066,530			1,069,155
Accumulated depreciation and amortization		(373,802	)		(363,938	)
Property and equipment, net	$	692,728		$	705,217

Applegreen Acquisition And Lease Termination - Additional Information (Details) - Applegreen Acquisition [Member] - Applegreen Purchase Agreement [Member] $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 26, 2024 USD ($) Location	Apr. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) Location
Business Acquisition [Line Items]
Aggregate purchase price			$ 19,904
Total consideration	$ 16,900		$ 21,087
Number of locations \| Location	59		59
Option to extend, description			The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options.
Number of converted locations \| Location			31
Payments to accrued additional lease			$ 1,183
Non-cash write-off of deferred rent income			$ 1,445
Subsequent Event [Member]
Business Acquisition [Line Items]
Payments to accrued additional lease		$ 1,200

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,066,530	$ 1,069,155
Less accumulated depreciation	(373,802)	(363,938)
Assets held for sale	692,728	705,217
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	323,494	326,571
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	362,651	365,528
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	358,585	356,160
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	9,147	1,038
Less accumulated depreciation	(4,506)	(638)
Assets held for sale	4,641	400
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	3,056	240
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	3,512	380
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 2,579	$ 418

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (17,540)	$ (979)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion expense	18,721	19,820
Amortization of deferred financing costs	483	1,848
Credit loss expense		37
Deferred income tax benefit	(5,932)	(2,056)
Equity-based employee and director compensation expense	205	561
Loss on dispositions and lease terminations, net	16,806	1,767
Changes in operating assets and liabilities, net of acquisitions	(6,927)	(9,460)
Net cash provided by operating activities	5,816	11,538
Cash flows from investing activities:
Principal payments received on notes receivable	45	53
Proceeds from sale of assets		568
Capital expenditures	(6,105)	(6,001)
Lease termination payments to Applegreen, including inventory purchases	(19,904)
Net cash used in investing activities	(25,964)	(5,380)
Cash flows from financing activities:
Borrowings under revolving credit facilities	49,000	187,400
Repayments on revolving credit facilities	(6,740)	(15,537)
Repayments on the Term Loan Facility		(158,980)
Payments of finance lease obligations	(744)	(698)
Payments of deferred financing costs	(74)	(6,906)
Distributions paid on distribution equivalent rights	(65)	(56)
Distributions paid on common units	(19,941)	(19,918)
Net cash provided by (used in) financing activities	21,436	(14,695)
Net increase (decrease) in cash and cash equivalents	1,288	(8,537)
Cash and cash equivalents at beginning of period	4,990	16,054
Cash and cash equivalents at end of period	$ 6,278	$ 7,517

Operating Leases as Lessor (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

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 March 31, 2024 were as follows (in thousands):


2024	$	29,826
2025		32,495
2026		22,640
2027		12,672
2028		7,899
Thereafter		21,489
Total future minimum lease payments	$	127,021

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contractual period, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given period. We did not incur any significant penalties during the three months ended March 31, 2024 or 2023.

Litigation Matters

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

Environmental Matters

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

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

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $6.9 million and $7.4 million at March 31, 2024 and December 31, 2023, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $4.7 million and $5.3 million at March 31, 2024 and December 31, 2023, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

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

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

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
(Increase) decrease:
Accounts receivable	$ (3,902)	$ 2,220
Accounts receivable from related parties	(584)	219
Inventories	(1,589)	(604)
Other current assets	(423)	(2,775)
Other assets	(885)	574
Increase (decrease):
Accounts payable	2,434	(7,503)
Accounts payable to related parties	(3,131)	(2,013)
Accrued expenses and other current liabilities	987	(297)
Motor fuel and taxes payable	(1,619)	(342)
Other long-term liabilities	1,785	1,061
Changes in operating assets and liabilities, net of acquisitions	$ (6,927)	$ (9,460)

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total accounts receivable	$ 36,108	$ 31,622
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	32,853	28,467
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 3,255	$ 3,155

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 236,819	$ 236,779
Finite-Lived Intangible Assets, Accumulated Amortization	146,397	141,518
Intangible assets, net	90,422	95,261
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	234,501	234,501
Finite-Lived Intangible Assets, Accumulated Amortization	145,557	140,714
Intangible assets, net	88,944	93,787
Trademarks/Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	2,118	2,078
Finite-Lived Intangible Assets, Accumulated Amortization	787	761
Intangible assets, net	1,331	1,317
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	200	200
Finite-Lived Intangible Assets, Accumulated Amortization	53	43
Intangible assets, net	$ 147	$ 157

Inventory

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventory

Note 4. INVENTORY

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2024		2023
Merchandise	$	29,808	$	26,081
Motor fuel		28,229		26,263
Inventory	$	58,037	$	52,344

See Notes 2 and 15 for information regarding the Applegreen Acquisition and other conversions of lessee dealer sites to company operated sites, which caused a significant portion of the increase in inventory.

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2024

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

Assets Held for Sale


	March 31,			December 31,
	2024			2023
Land	$	3,056		$	240
Buildings and site improvements		3,512			380
Equipment		2,579			418
Total		9,147			1,038
Less accumulated depreciation		(4,506	)		(638	)
Assets held for sale	$	4,641		$	400

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Entity Registrant Name	CROSSAMERICA PARTNERS LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Mar. 31, 2024
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Trading Symbol	CAPL
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		38,027,194
Entity Interactive Data Current	Yes
Entity Shell Company	false
Title of 12(b) Security	Common Units
Security Exchange Name	NYSE
Entity File Number	001-35711
Entity Tax Identification Number	45-4165414
Entity Address, Address Line One	645 Hamilton Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Allentown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18101
City Area Code	610
Local Phone Number	625-8000
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Parentetical) (Details)	3 Months Ended
	Mar. 31, 2024
Interest Rate Swap Contracts Seven [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Contract Starting Date	Apr. 01, 2024

Operating Leases as Lessor - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Lessor operating lease term of expiration	through 2037
Deferred rent income under lease agreement	$ 3.3	$ 5.0

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 6.9	$ 7.4
Indemnification assets related to third party escrow funds, state funds or insurance	$ 4.7	$ 5.3

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Interest Rate Swap Contracts One [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 150,000
Fixed rate	0.413%
Termination date	Apr. 01, 2024
Interest Rate Swap Contracts Two [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 75,000
Fixed rate	0.298%
Termination date	Apr. 01, 2024
Interest Rate Swap Contracts Three [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 75,000
Fixed rate	0.298%
Termination date	Apr. 01, 2024
Interest Rate Swap Contracts Four [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 50,000
Fixed rate	3.287%
Termination date	Mar. 30, 2028
Interest Rate Swap Contracts Five [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 100,000
Fixed rate	3.287%
Termination date	Mar. 31, 2028
Interest Rate Swap Contracts Six [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 50,000
Fixed rate	3.282%
Termination date	Apr. 08, 2028
Interest Rate Swap Contracts Seven [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Forward starting April 1, 2024
Notional amount	$ 100,000
Fixed rate	2.932%
Termination date	Apr. 01, 2028
Interest Rate Swap Contracts Eight [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 80,000
Fixed rate	4.105%
Termination date	Mar. 31, 2028
Interest Rate Swap Contracts Nine [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 20,000
Fixed rate	4.121%
Termination date	Mar. 31, 2028

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Finance lease obligations	$ 10,320	$ 11,064
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	$ 808,580	$ 767,064
Current portion	3,133	3,083
Noncurrent portion	805,447	763,981
Deferred financing costs, net	9,692	10,101
Noncurrent portion, net of deferred financing costs	795,755	753,880
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility	$ 798,260	$ 756,000

Description of Business and Other Disclosures - Additional Information (Details)	3 Months Ended
	Mar. 31, 2024 Operators Supplier Carriers	Mar. 31, 2023 Supplier
Motor Fuel Gallons [Member]
Concentration Risk [Line Items]
Percentage of product sold, delivered by two carrier	24.00%	23.00%
Number of motor fuel carriers \| Carriers	2
Rental Income [Member] \| Revenue Benchmark \| Multi Site Operator [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	11.00%	20.00%
Number of multi-site operators \| Operators	2
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Four Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	80.00%	80.00%
Number of motor fuel suppliers	4	4
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	50.00%	47.00%
Number of Supplier	1

Operating Leases as Lessor - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) - Non-Related Third Party [Member] $ in Thousands	Mar. 31, 2024 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2024	$ 29,826
2025	32,495
2026	22,640
2027	12,672
2028	7,899
Thereafter	21,489
Total future minimum lease payments	$ 127,021

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 6,278	$ 4,990
Accounts receivable, net of allowances of $674 and $709, respectively	35,087	31,185
Accounts receivable from related parties	1,021	437
Inventory	58,037	52,344
Assets held for sale	4,641	400
Current portion of interest rate swap contracts	7,169	9,321
Other current assets	11,068	9,845
Total current assets	123,301	108,522
Property and equipment, net	692,728	705,217
Right-of-use assets, net	146,170	148,317
Intangible assets, net	90,422	95,261
Goodwill	99,409	99,409
Deferred tax assets	1,425	759
Interest rate swap contracts, less current portion	4,439	687
Other assets	21,579	23,510
Total assets	1,179,473	1,181,682
Current liabilities:
Current portion of debt and finance lease obligations	3,133	3,083
Current portion of operating lease obligations	34,973	34,787
Accounts payable	71,490	68,986
Accounts payable to related parties	6,920	10,180
Accrued expenses and other current liabilities	24,570	23,674
Motor fuel and sales taxes payable	18,767	20,386
Total current liabilities	159,853	161,096
Debt and finance lease obligations, less current portion	795,755	753,880
Operating lease obligations, less current portion	116,351	118,723
Deferred tax liabilities, net	7,652	12,919
Asset retirement obligations	48,329	47,844
Interest rate swap contracts	1,139	3,535
Other long-term liabilities	52,212	52,934
Total liabilities	1,181,291	1,150,931
Commitments and contingencies (Note 11)
Preferred membership interests	28,401	27,744
Equity:
Common units- 38,027,194 and 37,983,154 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively	(39,616)	(2,392)
Accumulated other comprehensive income	9,397	5,399
Total (deficit) equity	(30,219)	3,007
Total liabilities and equity	$ 1,179,473	$ 1,181,682