View Filing Data

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2013	Aug. 07, 2013
Entity Registrant Name	Lehigh Gas Partners LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	0
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Common units
Entity Common Stock, Shares Outstanding		7,526,044
Subordinated units
Entity Common Stock, Shares Outstanding		7,525,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 463	$ 4,768
Accounts receivable, less allowance for doubtful accounts of $72 and $0 at June 30, 2013 and December 31, 2012, respectively	6,039	5,741
Accounts receivable from affiliates	18,755	8,112
Environmental indemnification asset - current portion	615	591
Assets held for sale		1,615
Other current assets	1,873	2,147
Total current assets	27,745	22,974
Property and equipment, net	240,036	243,022
Intangible assets, net	33,033	35,602
Environmental indemnification asset	647	586
Deferred financing fees, net and other assets	10,692	10,031
Goodwill	5,636	5,636
Total assets	317,789	317,851
Current liabilities:
Lease financing obligations - current portion	2,533	2,187
Accounts payable	22,821	16,279
Motor fuel taxes payable	6,929	9,455
Income taxes payable	523	342
Environmental liability - current portion	615	591
Accrued expenses and other current liabilities	4,929	3,299
Total current liabilities	38,350	32,153
Long-term debt	185,856	183,751
Lease financing obligations	67,410	73,793
Environmental liability	647	586
Other liabilities	12,982	13,023
Total liabilities	305,245	303,306
Commitments and contingencies (Note 15)
General Partner's Interest
Total partners' capital	12,544	14,545
Total liabilities and partners' capital	317,789	317,851
Limited Partners' Interest Common Unit-Public
General Partner's Interest
Total partners' capital	124,186	125,093
Limited Partners' Interest Common Unit-Affiliates
General Partner's Interest
Total partners' capital	(42,483)	(42,399)
Limited Partners' Interest Subordinated Unit-Affiliates
General Partner's Interest
Total partners' capital	$ (69,159)	$ (68,149)

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2013	Dec. 31, 2012
Accounts receivable, allowance for doubtful accounts	$ 72	$ 0
Limited Partners' Interest Common Unit-Public
Units issued	6,901,044	6,900,000
Units outstanding	6,901,044	6,900,000
Limited Partners' Interest Common Unit-Affiliates
Units issued	625,000	625,000
Units outstanding	625,000	625,000
Limited Partners' Interest Subordinated Unit-Affiliates
Units issued	7,525,000	7,525,000
Units outstanding	7,525,000	7,525,000

Condensed Consolidated and Combined Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Revenues from fuel sales	$ 228,719		$ 447,023
Revenues from fuel sales to affiliates	248,704		491,569
Rent income	3,833		7,185
Rent income from affiliates	6,432		13,349
Total revenues	487,688		959,126
Costs and Expenses:
Cost of revenues from fuel sales	223,665		437,943
Cost of revenues from fuel sales to affiliates	241,772		478,735
Rent expense	3,900		7,784
Operating expenses	1,100		1,910
Depreciation and amortization	4,864		9,703
Selling, general and administrative expenses	3,820		7,399
Gains on sales of assets, net	(47)		(47)
Total costs and operating expenses	479,074		943,427
Operating income (loss)	8,614		15,699
Interest expense, net	(3,518)		(6,907)
Other income, net	593		1,097
Income (loss) from continuing operations before income taxes	5,689		9,889
Income tax expense from continuing operations	220		663
Income (loss) from continuing operations after income taxes	5,469		9,226
Net income (loss) and comprehensive income (loss)	5,469		9,226
Limited partners' interest in net income from continuing operations after income taxes	5,469		9,226
Net income allocated to common units	2,735		4,613
Net income allocated to subordinated units	$ 2,734		$ 4,613
Net income per common unit - basic and diluted (in dollars per unit)	$ 0.363		$ 0.613
Net income per subordinated unit - basic and diluted (in dollars per unit)	$ 0.363		$ 0.613
Weighted average limited partners' units outstanding
Common units - basic and diluted	7,526,044		7,525,952
Subordinated units - basic and diluted	7,525,000		7,525,000
Predecessor
Revenues:
Revenues from fuel sales		$ 299,647		$ 575,979
Revenues from fuel sales to affiliates		186,762		321,529
Rent income		2,971		6,084
Rent income from affiliates		1,047		2,898
Revenues from retail merchandise and other		4		7
Total revenues		490,431		906,497
Costs and Expenses:
Cost of revenues from fuel sales		291,630		563,291
Cost of revenues from fuel sales to affiliates		183,208		315,375
Rent expense		2,795		4,862
Operating expenses		1,466		3,198
Depreciation and amortization		3,726		8,455
Selling, general and administrative expenses		5,267		10,558
Gains on sales of assets, net		(1,892)		(2,973)
Total costs and operating expenses		486,200		902,766
Operating income (loss)		4,231		3,731
Interest expense, net		(3,501)		(6,893)
Other income, net		347		1,065
Income (loss) from continuing operations before income taxes		1,077		(2,097)
Income (loss) from continuing operations after income taxes		1,077		(2,097)
Income from discontinued operations		169		309
Net income (loss) and comprehensive income (loss)		$ 1,246		$ (1,788)

Condensed Consolidated Statement of Partners' Capital and Comprehensive Income - 6 months ended Jun. 30, 2013 - USD ($) $ in Thousands	Total	Limited Partners' Interest Common Unitholders-Public	Limited Partners' Interest Common Unitholders-Affiliates	Limited Partners' Interest Subordinated Unitholders-Affiliates
Balance at Dec. 31, 2012	$ 14,545	$ 125,093	$ (42,399)	$ (68,149)
Balance (in units) at Dec. 31, 2012		6,900,000	625,000	7,525,000
Partners' capital, Period Increase (Decrease)
Equity-based director compensation	21	$ 21
Equity-based director compensation (in units)		1,044
Net income and comprehensive income	9,226	$ 4,230	$ 383	$ 4,613
Distributions paid	(11,248)	(5,158)	(467)	(5,623)
Balance at Jun. 30, 2013	$ 12,544	$ 124,186	$ (42,483)	$ (69,159)
Balance (in units) at Jun. 30, 2013		6,901,044	625,000	7,525,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

- Definition

The amount of ownership interest of different classes of partners in limited partnership.

+ References + Details

- Definition

The number of each class of partnership units outstanding at the balance sheet date. Units represent shares of ownership of the general, limited, and preferred partners.

+ References + Details

Condensed Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash Flows Related to Operating Activities
Net income (loss)	$ 9,226
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	9,703
Accretion of interest	23
Amortization of deferred financing fees	1,359
Amortization of (above) below market leases, net	(7)
Gains on sales of assets, net	(47)
Provision for losses on doubtful accounts	72
Equity-based incentive compensation expense	978
Changes in certain assets and liabilities:
Accounts receivable	(370)
Accounts receivable from affiliates	(10,643)
Other current assets	276
Other assets	50
Accounts payable	6,542
Accrued expenses and other current liabilities	607
Motor fuel taxes payable	(2,526)
Income taxes payable	181
Other long-term liabilities	(1,320)
Net cash flows provided by operating activities	14,125
Cash Flows Related to Investing Activities
Proceeds from sale of property and equipment	2,210
Purchases of property and equipment	(4,129)
Principal payments received on notes receivable	32
Net cash flows (used in) provided by investing activities	(1,887)
Cash Flows Related to Financing Activities
Borrowings under swing-line line-of-credit	40,808
Repayments of borrowings under swing-line line-of-credit	(40,808)
Proceeds from borrowings under revolving credit facility	1,150
Repayment of lease financing obligations	(6,037)
Payment of deferred financing fees	(408)
Distributions paid on common and subordinated units	(11,248)
Net cash flows used in financing activities	(16,543)
Net decrease in cash and cash equivalents	(4,305)
Cash and Cash Equivalents
Beginning of period	4,768
End of period	463
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	5,551
Cash paid for income taxes	491
Director
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Equity-based incentive compensation expense	21
Lease costs and deferred rent income
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Total assets	1,700
Total liabilities	(1,700)
Issuance of note payable
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Total assets	1,000
Total liabilities	(1,000)
Getty capital lease obligation and asset retirement obligation
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Total assets	34,200
Total liabilities	(34,200)
Predecessor Entity to Affiliate
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Total assets	588
Total liabilities	$ (588)
Predecessor
Cash Flows Related to Operating Activities
Net income (loss)		$ (1,788)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization		8,486
Accretion of interest		152
Amortization of debt discount		410
Amortization of deferred financing fees		385
Amortization of (above) below market leases, net		251
Gains on sales of assets, net		(3,210)
Provision for losses on doubtful accounts		25
Changes in certain assets and liabilities:
Accounts receivable		925
Accounts receivable from affiliates		(4,846)
Inventories		256
Environmental indemnification asset		1,901
Other current assets		(741)
Other assets		278
Accounts payable		8,327
Accrued expenses and other current liabilities		(102)
Motor fuel taxes payable		2,451
Environmental liability		(2,148)
Other long-term liabilities		1,687
Net cash flows provided by operating activities		12,699
Cash Flows Related to Investing Activities
Proceeds from sale of property and equipment		2,813
Purchases of property and equipment		(805)
Cash paid in connection with acquisitions, net of cash acquired		(500)
Net cash flows (used in) provided by investing activities		1,508
Cash Flows Related to Financing Activities
Proceeds from issuance of long term debt		9,500
Repayment of long term debt		(16,571)
Repayment of lease financing obligations		(391)
Payment of deferred financing fees		(117)
Advances to affiliates		(4,730)
Contributions from owners		2,957
Distributions to members		(4,922)
Net cash flows used in financing activities		(14,274)
Net decrease in cash and cash equivalents		(67)
Cash and Cash Equivalents
Beginning of period		2,082
End of period		2,015
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest		5,946
Non-cash assets and liabilities from Capital Lease Obligations
Receipt of note receivable in connection with the sale of 32 locations		$ 2,700

Condensed Consolidated and Combined Statements of Cash Flows (Parenthetical)	6 Months Ended
	Jun. 30, 2012 item
Predecessor
Number of locations sold	32

Organization and Basis of Presentation	6 Months Ended
Organization and Basis of Presentation	Jun. 30, 2013
Organization and Basis of Presentation
Organization and Basis of Presentation	1. Organization and Basis of Presentation The unaudited condensed consolidated financial statements as of June 30, 2013 and for the three and six months then ended are comprised of the Partnership which is a Delaware limited partnership, and the Partnership’s wholly-owned subsidiaries. The Partnership was formed in December 2011 by Lehigh Gas GP LLC, a Delaware limited liability corporation, also formed in December 2011, to act as the General Partner of the Partnership. The Partnership engages in the wholesale distribution of motor fuels, consisting primarily of gasoline and diesel fuels, and owns and leases real estate used in the retail distribution of motor fuels. References to the unaudited condensed combined financial statements of “the Predecessor” or “Predecessor Entity” refer to the portion of the business of Lehigh Gas Corporation (“LGC”) and its subsidiaries and affiliates under common control (Energy Realty OP LP, EROP-Ohio Holdings, LLC, Lehigh-Kimber Petroleum Corporation, Lehigh-Kimber Realty, LLC, Kwik Pik-Ohio LLC and Kwik Pik Realty-Ohio LLC, which are collectively referred to as the “Lehigh Gas Entities”) that was contributed to the Partnership in connection with the Offering (the “Contributed Assets”). All of the Contributed Assets were recorded at historical cost as this transaction was considered to be a reorganization of entities under common control. The Partnership issued common units and subordinated units to the shareholders, or their assigns, of the Predecessor Entity in consideration of their transfer of the Contributed Assets to the Partnership. Accordingly, the accompanying unaudited condensed consolidated and combined financial statements are presented in accordance with SEC requirements for predecessor financial statements, which include the financial results of both the Partnership and the Predecessor Entity. The results of operations contained in the unaudited condensed financial statements include the Partnership’s consolidated financial results for the three and six months ended June 30, 2013 and the Predecessor Entity’s combined financial results for the three and six months ended June 30, 2012. The unaudited condensed consolidated balance sheets present the financial position of the Partnership as of June 30, 2013, and December 31, 2012. The unaudited condensed consolidated financial statements include the accounts of the Partnership and all of its subsidiaries. The Partnership’s operations are principally conducted by the following consolidated wholly-owned subsidiaries: · Lehigh Gas Wholesale LLC (“LGW”), a Delaware limited liability company, which distributes motor fuels; · LGP Realty Holdings LP (“LGPR”), a Delaware limited partnership, which functions as the property holding company of the Partnership; and, · Lehigh Gas Wholesale Services, Inc. (“LGWS”), a Delaware corporation, which owns and leases (or leases and sub-leases) real estate and personal property, used in the retail distribution of motor fuels as well as provides maintenance and other services to lessee dealers and other customers (including Lehigh Gas—Ohio, LLC (“LGO”)). As a result of the contribution of the Contributed Assets in connection with the Offering, the Partnership is engaged in substantially the same business and revenue generating activities as the Predecessor Entity, principally: (i) distributing motor fuels (using unrelated third-party transportation service providers)—on a wholesale basis to sub-wholesalers, independent dealers, lessee dealers, LGO, and others, and (ii) owning or leasing locations and, in turn, generating rent income from the lease or sublease of the locations to third-parties or LGO. LGO is an operator of motor fuel stations that purchases motor fuel from the Partnership on a sub-wholesale basis and re-sells it on a retail basis. LGO also leases motor fuel stations from the Partnership. The financial results of LGO are not consolidated with those of the Partnership. For more information regarding the Partnership’s relationship with LGO, see Note 16. Interim Financial Statements The accompanying interim condensed financial statements and related disclosures are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the corresponding audited financial statements for the year ended December 31, 2012, and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Partnership’s financial position as of June 30, 2013, and the results of its operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or any other future periods. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC’s rules and regulations for interim financial statements. These unaudited condensed financial statements should be read in conjunction with the corresponding audited financial statements and accompanying notes for the year ended December 31, 2012, included in our annual report on Form 10-K, filed with the SEC on March 28, 2013. Significant Accounting Policies The Partnership and the Predecessor Entity’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2012, included in our annual report on Form 10-K filed with the SEC on March 28, 2013. Since the date of those financial statements, there have been no changes to the Partnership’s significant accounting policies. Reclassifications Certain reclassifications were made to prior period amounts to conform to the current year presentation. Recent Accounting Pronouncements The Partnership considers the applicability and impact of all new accounting guidance. No new accounting guidance was adopted in 2013 that had or is expected to have a significant impact on the financial statements.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

Acquisitions

6 Months Ended

Jun. 30, 2013

Acquisitions

Acquisitions

2. Acquisitions

In evaluating potential acquisition candidates, the Partnership considers a number of factors, including strategic fit, desirability of location, purchase price, and the ability to improve the productivity and profitability of a location and/or wholesale fuel supply agreement or distribution rights through the implementation of improved operating strategies. The ability to create accretive financial results and/or operational efficiencies due to the relative operational scale and/or geographic concentration, among other strategic factors, may result in a purchase price in excess of the fair value of identifiable assets acquired and liabilities assumed, resulting in the recognition of goodwill. The Partnership strives to make acquisitions accretive to partners’ capital and provide a reasonable long-term return on investment. Goodwill recorded in connection with these acquisitions is primarily attributable to the estimated synergies and enhanced revenue opportunities.

With respect to the Dunmore Acquisition (as defined herein), the Partnership concluded the historical balance sheet and operating information concerning this acquisitions would not be meaningful to investors as the Partnership fundamentally changed the nature of the revenue producing assets acquired from the manner in which they were used by its seller. Thus, presenting historical financial information regarding the acquisition may mislead investors.

Dunmore

On December 21, 2012 (the “Dunmore Acquisition Date), the Partnership completed (the “Dunmore Closing”) its acquisition of certain assets (the “Dunmore Acquisition”) of Dunmore Oil Company, Inc. and JoJo Oil Company, Inc. (together, the “Dunmore Sellers”) as contemplated by the Asset Purchase Agreement, as amended (the “Dunmore Purchase Agreement”), by and among the Partnership, a subsidiary of the Partnership, the Dunmore Sellers, and, for limited purposes, Joseph Gentile, Jr. Pursuant to the Dunmore Purchase Agreement, the Dunmore Sellers sold to the Partnership substantially all of the assets (collectively, the “Dunmore Assets”) held and used by the Dunmore Sellers in connection with their gasoline and diesel retail outlet business and their related convenience store business (the “Dunmore Retail Business”). In connection with this transaction, the Partnership acquired the real estate of 24 motor fuel service stations, 23 of which are fee simple interests and one of which is a leasehold interest.

LGO leases the sites from the Partnership and operates the Dunmore Retail Business. In addition, as contemplated by the Dunmore Purchase Agreement, certain of the non-qualified income generating Dunmore Assets and certain non-qualified liabilities of the Dunmore Sellers were assigned by the Partnership to LGO. LGO paid the Partnership $0.5 million for advanced rent payments. The Dunmore Sellers are permitted to continue to operate certain portions of their business relating to sales of heating oil, propane and unbranded motor fuels.

Pursuant to the PMPA Franchise Agreement (the “Franchise Agreement”) by and between LGO and LGW, the Partnership is the exclusive distributor of motor fuels to all sites operated by LGO in connection with the Dunmore Retail Business. In addition, the Partnership leases these sites to LGO pursuant to property lease agreements.

As consideration for the Dunmore Assets, the Partnership paid (i) $28.0 million in cash to the Dunmore Sellers; (ii) $0.5 million in cash to Mr. Gentile as consideration for his agreeing, for a period of five years following the Dunmore Closing, to not compete in the Dunmore Retail Business, to not engage in the sale or distribution of branded motor fuels, and to not solicit or hire any of the Partnership affiliates’ employees; and (iii) $0.5 million in cash to be held in escrow and delivered to the Dunmore Sellers upon the Partnership’s receipt of written evidence concerning the payment of certain of the Dunmore Sellers’ pre-closing tax liabilities.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Dunmore Asset Purchase Agreement Acquisition Date (in thousands):

Land	$	6,500
Buildings and improvements	9,200
Leasehold improvements	500
Equipment and other	4,200
Wholesale fuel distribution rights	8,200
Total identifiable assets	$	28,600
Lease agreements with above average market value	200
Net identifiable assets acquired	28,400
Goodwill	600
Net assets acquired	$	29,000

The above estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the Dunmore Acquisition Date to estimate the fair value of assets acquired and liabilities assumed in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” The Partnership believes the information provides a reasonable basis for estimating the fair values but the Partnership is waiting for additional information necessary to finalize those amounts. Thus, the provisional measurements of fair value reflected are subject to change, and such change could be significant. The Partnership expects to finalize the valuation and complete the purchase price as soon as practicable, but no later than one year from the Dunmore Acquisition Date. There were no cumulative adjustments, other than reclassifications within property and equipment, for the six months ended June 30, 2013.

The fair value of land, buildings, and equipment (“tangible assets”) was determined using a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence, and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. Land is not depreciated.

The fair value of the wholesale fuel distribution rights was determined using an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years.

Incremental rent income for the Dunmore Acquisition included in the Partnership’s Unaudited Condensed Consolidated Statement of Operations was $0.5 million and $1.0 million for the three and six months ended June 30, 2013.

All of the transactions between the Partnership and LGO that are described in the Dunmore Asset Purchase Agreement have been approved by the conflicts committee of the board of directors of the General Partner.

Express Lane

On December 21, 2012, LGWS entered into a Stock Purchase Agreement (the “Express Lane Stock Purchase Agreement”) with James E. Lewis, Jr., Linda N. Lewis, James E. Lewis, III and Reid D. Lewis (collectively, the “Express Lane Sellers”), pursuant to which the Express Lane Sellers sold to LGWS all of the outstanding capital stock (collectively, the “Express Lane Shares”) of Express Lane, Inc. (“Express Lane”), the owner and operator of various retail convenience stores, which include the retail sale of motor fuels and quick service restaurants, at various locations in Florida.

In connection with the purchase of the Express Lane Shares, LGWS acquired forty-one motor fuel service stations, one as a fee simple interest and forty as leasehold interests. In connection with the purchase of the Express Lane Shares, on December 21, 2012, LGPR entered into a Purchase and Sale Agreement (the “Express Lane Purchase and Sale Agreement” and, together with the Express Lane Stock Purchase Agreement, the “Express Lane Agreements”) with Express Lane. Under the Express Lane Purchase and Sale Agreement, LGPR acquired, prior to the Express Lane Purchaser’s acquisition of the Express Lane Shares, an additional fee simple interest in six properties and two fuel purchase agreements (collectively, the “Express Lane Property”) from Express Lane.

On December 21, 2012, LGPR completed the acquisition of the Express Lane Property from the Express Lane Sellers, as contemplated by the Express Lane Purchase and Sale Agreement. In addition, on December 22, 2012, LGWS completed (the “Express Lane Closing”) the acquisition of the Express Lane Shares from the Express Lane Sellers, as contemplated by the Express Lane Stock Purchase Agreement. The transactions contemplated by the Express Lane Agreements are together referred to as the “Express Lane Acquisition.”

As a result of the Express Lane acquisition, LGO leases the sites from the Partnership and operates Express Lane’s gasoline and diesel retail outlet business and its related convenience store business (the “Express Lane Retail Business”). In addition, certain of the non-qualified income generating assets related to the Express Lane Retail Business and certain non-qualified liabilities of the Express Lane Sellers were assigned to LGO. LGO paid the Partnership $1.0 million for advanced rent payments. The Partnership has accrued $1.8 million of additional purchase price consideration for the net working capital of the Express Lane Retail Business (See Note 8), which is subject to final agreement between the Partnership and the Express Lane Sellers.

Pursuant to the Franchise Agreement, the Partnership is the exclusive distributor of motor fuels to all sites operated by LGO in connection with the Express Lane Retail Business. In addition, the Partnership leases these sites to LGO pursuant to property lease agreements.

Under the Express Lane Agreements, the aggregate purchase price (the “Express Lane Purchase Price”) for the Express Lane Property and the Express Lane Shares was $45.4 million, inclusive of $1.8 million of certain preliminary post-closing adjustments. Of the Express Lane Purchase Price, LGWS paid an aggregate of $41.9 million to the Express Lane Sellers and placed an aggregate of $1.1 million into escrow, of which $1.0 million has been placed into escrow to fund any indemnification or similar claims made under the Express Lane Agreements by the parties thereto, and $0.1 million has been placed into escrow pending the completion of certain environmental remediation measures. In addition to the Express Lane Purchase Price, LGPR also placed $0.6 million into escrow to indemnify the Express Lane Sellers for certain tax obligations resulting from the sale of the Express Lane Property.

Under the Express Lane Stock Purchase Agreement, the Express Lane Sellers have agreed not to compete in the retail motor fuel or convenience store business within the State of Florida for a period of four years following the Express Lane Closing. In addition, pursuant to the Express Lane Stock Purchase Agreement, each of the Express Lane Sellers executed a general release in favor of LGWS, Express Lane and their respective affiliates.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Express Lane Agreements acquisition date (in thousands):

Land	$	3,900
Buildings and improvements	7,700
Leasehold improvements	4,200
Equipment and other	11,700
Wholesale fuel distribution rights	15,000
Lease agreements with below average market value	2,600
Environmental indemnification assets	1,177
Net working capital	1,822
Total identifiable assets	$	48,099
Lease agreements with above average market value	2,500
Environmental liabilities	1,177
Total identifiable liabilities	3,677
Net identifiable assets acquired	44,422
Goodwill	993
Net assets acquired	$	45,415

The above estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the respective closing dates of the Express Lane Acquisition to estimate the fair value of assets acquired and liabilities assumed in accordance with ASC 805, “Business Combinations.” The Partnership believes the information provides a reasonable basis for estimating the fair values but the Partnership is waiting for additional information necessary to finalize those amounts. Thus, the provisional measurements of fair value reflected are subject to change, and such change could be significant. The Partnership expects to finalize the valuation and complete the purchase price as soon as practicable. There were no cumulative adjustments, other than reclassifications within property and equipment, for the six months ended June 30, 2013.

The fair value of land, buildings and equipment (“tangible assets”) was determined using a cost approach, with the fair value of an asset estimated by reference to the replacement cost to obtain a substitute asset of comparable features and functionality, and is the amount a willing market participant would pay for such an asset, taking into consideration the asset condition as well as any physical deterioration, functional obsolescence and/or economic obsolescence. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years for buildings and 5 to 15 years for equipment. Land is not depreciated.

The fair value of the wholesale fuel distribution rights was determined using an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the wholesale fuel distribution rights over their estimated remaining useful life, using probability-weighted cash flows, using discount rates considered appropriate given the inherent risks associated with this type of transaction. The Partnership believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years.

The fair value of the discount related to lease agreements with above/below average market value was determined using an income approach, with the fair value estimated to be the present value of incremental after-tax cash flows attributable solely to the lease agreements over their estimated remaining useful life, generally assumed to extend through the term of the lease agreements, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. The Partnership believes the level and timing of cash flows represent relevant market participant assumptions. The discount related to lease agreements with above/below average market value is being amortized on a straight-line basis over the term of the respective lease agreements, with an estimated weighted average useful life of 5 years.

Aggregate incremental revenue for the Express Lane Acquisition included in the Partnership’s Unaudited Condensed Consolidated Statement of Operations was $34.4 million and $65.6 million for the three and six months ended June 30, 2013, respectively.

The following is unaudited pro forma information related to the Express Lane Acquisition as if the transaction had occurred on January 1, 2012 (in thousands):

	Lehigh Gas Entities (Predecessor) Combined
	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Total revenues	$	552,601	$	1,024,575
Net loss	$	2,684	$	(1,350	)

All of the transactions between the Partnership and LGO related to the Express Lane Agreements have been approved by the conflicts committee of the board of directors of the General Partner.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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+ Details

Discontinued Operations and Assets Held for Sale

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Assets Held for Sale

Discontinued Operations and Assets Held for Sale

3. Discontinued Operations and Assets Held for Sale

Discontinued Operations

As part of certain sale transactions, the Partnership may continue to distribute motor fuels on a wholesale basis to a divested site. In addition, the Partnership and Predecessor Entity may have the right to monitor and, if necessary, impose conditions on the operations of a divested site to ensure that the purchaser is complying with the terms and conditions of the franchise agreement covering such site. Accordingly, the Partnership and Predecessor Entity may have the ability to exert significant influence over the divested site and thus the Partnership and Predecessor Entity may have significant continuing involvement. Such sites are not deemed discontinued operations.

The Partnership and Predecessor Entity classify locations as discontinued when operations and cash flows will be eliminated from ongoing operations and the Partnership and Predecessor Entity will not retain any significant continuing involvement in the operations after the respective sale transactions. For the three and six months ended June 30, 2012, all of the operating results for these discontinued operations were removed from continuing operations and were presented separately as discontinued operations in the statement of operations. The notes to the financial statements were adjusted to exclude discontinued operations unless otherwise noted. The Partnership had no discontinued operations.

The following operating results of the locations are included in discontinued operations for the periods presented (in thousands):

	Lehigh Gas Entities (Predecessor) Combined
	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
Revenues:
Revenues from fuel sales	$	1,342		$	2,558
Rent income	30			60
Total revenues	1,372			2,618
Costs and Expenses:
Cost of revenues from fuel sales	1,287			2,482
Operating expenses	3			6
Depreciation and amortization	15			33
Gains on sales of assets, net	(115		)	(238		)
Total costs and operating expenses	1,190			2,283
Operating income	182			335
Interest expense, net	(13		)	(26		)
Income from discontinued operations	$	169		$	309

Assets Held for Sale

The Partnership had classified five locations as of December 31, 2012, as held-for-sale. In connection with the classification as held-for-sale, the Predecessor Entity recognized a loss of $0.9 million for the six months ended June 30, 2012. The loss represents the impairment recognized to present the held-for-sale locations at the lower of cost or fair value, less costs to sell. The fair values, less costs to sell were determined based on negotiated amounts in agreements with unrelated third parties. No impairment was recognized in the three and six months ended June 30, 2013. There were no assets held for sale at June 30, 2013. Assets held for sale for the Partnership are as follows (in thousands):

	December 31, 2012
Land	$	1,351
Buildings and improvements	435
Equipment and other	163
Total property and equipment, at cost	1,949
Accumulated depreciation and amortization	(334		)
Assets held for sale	$	1,615

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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+ Details

Property and Equipment

6 Months Ended

Jun. 30, 2013

Property and Equipment

Property and Equipment

4. Property and Equipment

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

	June 30, 2013			December 31, 2012
Land	$	98,382		$	98,117
Buildings and improvements	110,840			108,508
Leasehold improvements	5,060			4,260
Equipment and other	61,650			60,972
Property and equipment, at cost	275,932			271,857
Accumulated depreciation and amortization	(35,896		)	(28,835		)
Property and equipment, net	$	240,036		$	243,022

Depreciation expense, including amortization of assets recorded under sale-leasebacks and capital lease obligations, was approximately $3.8 million and $3.2 million for the three months ended June 30, 2013 and 2012, and $7.6 million and $7.1 million for the six months ended June 30, 2013 and 2012, respectively.

The following site purchases and divestitures occurred in the six months ended June 30, 2013:

· In April 2013, the Partnership purchased one site in Pennsylvania for $0.7 million.

· In April 2013, the Partnership sold five sites in Ohio for $1.5 million, which were included in assets held for sale at December 31, 2012. This transaction did not have a material impact on the results of operations for 2013.

· In May 2013, the Partnership sold one site in Kentucky for $0.7 million. This transaction did not have a material impact on the results of operations for 2013.

· In May 2013, the Partnership repurchased four sites in Ohio for $7.1 million. These sites were previously leased through sale-leaseback transactions that were accounted for as lease financing obligations with a remaining balance of $5.1 million. The $2.0 million difference between the purchase price and the remaining balance of the lease financing obligation was recorded as an increase to property and equipment.

· In June 2013, the Partnership purchased two sites in Florida for $1.6 million, of which $0.6 million was paid in cash and the remaining balance was financed as a mortgage payable. See Note 6 for additional details.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

Intangible assets for the Partnership consist of the following (in thousands):

	June 30, 2013							December 31, 2012
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply agreements	$	16,451	$	(8,121	)	$	8,330	$	16,451	$	(7,151	)	$	9,300
Wholesale fuel distribution rights	23,200		(1,160		)	22,040		23,200		—			23,200
Trademarks	134		(47		)	87		134		(40		)	94
Below market leases	3,322		(746		)	2,576		3,422		(414		)	3,008
Total	$	43,107	$	(10,074	)	$	33,033	$	43,207	$	(7,605	)	$	35,602

As noted above, the Partnership purchased two sites in Florida in June 2013. Prior to the acquisition, there was a below market lease intangible asset associated with these sites since they were previously leased through the Express Lane acquisition. This intangible asset was written off, resulting in a charge of $0.1 million for the three and six months ended June 30, 2013.

The aggregate amortization expense, including amortization of above and below market lease intangible assets which is classified as rent expense, was approximately $1.1 million and $0.5 million for the three months ended June 30, 2013 and 2012, and $2.1 million and $1.3 million for the six months ended June 30, 2013 and 2012, respectively.

There was no change in goodwill during the six months ended June 30, 2013.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Debt	6 Months Ended
Debt	Jun. 30, 2013
Debt
Debt	6. Debt Credit Facility On October 30, 2012, in connection with the Offering, the Partnership entered into a credit agreement among the Partnership, as borrower, and a syndicate of banks including KeyBank National Association, as administrative agent, collateral agent, letter-of-credit issuer, joint lead arranger and joint book runner (the “Credit Facility”). The Credit Facility matures on October 30, 2015 and consisted of a $249.0 million senior secured revolving credit facility, a swing-line line-of-credit loan up to $7.5 million and standby letters of credit up to an aggregate of $35.0 million. The Credit Facility had the ability to be increased, from time to time, upon the Partnership’s written request, subject to certain conditions, up to an additional $75.0 million. All obligations under the Credit Facility are secured by substantially all of the assets of the Partnership and its subsidiaries. On May 13, 2013, the Partnership entered into an amendment to the Credit Facility (the “Amendment”) to increase its credit line by $75.0 million to $324.0 million from $249.0 million. Subject to the consent of the lenders, the Partnership has the ability under certain circumstances to further increase the amount that it may borrow by $100.0 million to $424.0 million. The Amendment was treated as a modification under ASC 470-50-40, “Modifications and Extinguishments,” and, as a result, the Partnership recorded $0.4 million in deferred financing fees, which are included in deferred financing costs, net and other assets on the balance sheet at June 30, 2013 and are being amortized on a straight line basis over the remaining term of the Credit Facility. The Partnership is required to comply with certain financial covenants under the Credit Facility. The Partnership is required to maintain a combined leverage ratio (as defined) for the most recently completed four fiscal quarters of not greater than 4.75 to 1.00 through December 31, 2014, and 4.60 to 1.00 thereafter. The Partnership is also required to maintain a combined interest charge coverage ratio (as defined) of at least 3.00 to 1.00. The Partnership was in compliance with all financial covenants as of June 30, 2013 and December 31, 2012. Borrowings under the Credit Facility, as amended, bear interest, at the Partnership’s option, at (1) a rate equal to the London Interbank Offering Rate (“LIBOR”), for interest periods of one, two, three or six months, plus a margin of 2.25% to 3.50% per annum, depending on the Partnership’s combined leverage ratio (as defined) or (2) (a) a base rate equal to the greatest of: (i) the federal funds rate, plus 0.5%, (ii) LIBOR for one month interest periods, plus 1.00% per annum or (iii) the rate of interest established by the agent, from time to time, as its prime rate, plus (b) a margin of 1.25% to 2.50% per annum depending on the Partnership’s combined leverage ratio. In addition, the Partnership incurs a commitment fee based on the unused portion of the revolving credit facility at a rate of 0.375% to 0.50% per annum depending on the Partnership’s combined leverage ratio. The weighted average interest rate for the Credit Facility was 3.2% for the three and six months ended June 30, 2013. A total of $7.6 million of deferred financing costs are being recognized as interest expense ratably over the term of the Credit Facility. The $7.6 million of deferred financing costs resulted from the payment of $4.1 million in lender fees in connection with obtaining the Credit Facility, $3.1 million of the remaining unamortized balance of deferred financing costs associated with the (former) Predecessor credit facility and $0.4 million in lender fees in connection with Amendment. The Credit Facility prohibits the Partnership from making distributions to unitholders if any potential default or event of default occurs or would result from the distribution, the Partnership is not in compliance with its financial covenants or the Partnership has lost its status as a partnership for U.S. federal income tax purposes. In addition, the Credit Facility contains various covenants which may limit, among other things, the Partnership’s ability to grant liens; create, incur, assume, or suffer to exist other indebtedness; or make any material change to the nature of the Partnership’s business, including mergers, liquidations, and dissolutions; and make certain investments, acquisitions or dispositions. There was $184.9 million and $183.8 million outstanding on the Credit Facility at June 30, 2013 and December 31, 2012, respectively, all of which is classified as long-term on the Partnership’s unaudited condensed consolidated balance sheet. There was $14.6 million and $13.9 million outstanding under standby letters of credit at June 30, 2013 and December 31, 2012, respectively. Note Payable In connection with the acquisition of two sites in Florida noted previously, the Partnership issued a $1.0 million note payable. Interest accrues at 4.0% over a 15-year period with monthly payments of $0.007 million each over the first 5 years commencing August 1, 2013. The 60th payment is a balloon payment for all outstanding principal and any unpaid interest. The loan is secured by all the real and personal property at the two sites. Predecessor Credit Facility On December 30, 2010, the Predecessor Entity entered into a $175.0 million revolving term loan credit facility with a syndicate of lenders. The term loan portion of $135.0 million was payable in quarterly principal amounts of $1.6 million, which payments commenced on September 30, 2011. The revolving portion of the facility had a borrowing capacity of $40.0 million of which $15.0 million could have been drawn upon for operating purposes, $5.0 million could have been used for short term advances and $20.0 million could have been used to issue letters of credit. The Predecessor Entity was subject to an initial fee of 25 basis points of the stated amount for any letters of credit issued. Both the term and revolving portions of the credit facility would have matured on December 30, 2015. During 2011, the Predecessor Entity increased the borrowing capacity under its term loan by $20.0 million in connection with the Shell acquisition. In February 2012, the Predecessor Entity increased the borrowing capacity of the revolving facility by $8.0 million in order to pay off the term loan discussed below. After these amendments, the term loan portion of the facility was $155.0 million and the borrowing capacity of the revolving credit facility was $48.0 million. Borrowings under the revolving term loan credit facility bore interest at a floating rate which, at the Predecessor Entity’s option, could have been determined by reference to a LIBOR rate or a base rate plus an applicable margin ranging from 125 to 300 basis points. Short term advances bore interest at a base rate plus an applicable margin. The Predecessor Entity’s applicable margin was determined by certain combined leverage ratios at the time of borrowing as set forth in the credit agreement. The Predecessor Entity was subject to a commitment fee of 50 basis points for any excess borrowing capacity over the outstanding principal borrowings under the revolver portion of the credit facility. Interest incurred for the three and six months ended June 30, 2012, was $1.6 million and $3.2 million, respectively. In connection with obtaining the revolving term loan credit facility, the Predecessor Entity paid $4.2 million in lender fees of which $2.6 million were allocated to the term portion of the facility and recorded as a discount to the carrying value of the debt. The discount was being amortized into interest expense over the terms of the related debt. The debt discount and deferred financing fees were being amortized into interest expense over the terms of the related debt. For the three and six months ended June 30, 2012, amortization of debt discount and deferred financing fees was $0.4 million and $0.7 million, respectively. All amounts under the Predecessor Entity’s credit facility were paid in full with proceeds from the Offering. Term Loan On December 30, 2009, the Predecessor Entity issued a promissory note. The Predecessor Entity made monthly installment payments of $0.05 million, which included components of principal and interest up to the December 30, 2014 maturity date of the term loan. Borrowings under the term loan facility bore interest at a floating rate, which were determined by reference to a base rate plus an applicable margin of 2.0%. In February 2012, this term loan was paid in its entirety. Interest incurred for the three months ended March 31, 2012 was $0.04 million. In connection with obtaining the term loan, the Predecessor Entity paid $0.1 million in lender fees, which were recorded as a discount to the carrying value of the debt. The debt discount was being amortized into interest expense over the term of the related debt. Upon paying the term loan in its entirety in February 2012, the unamortized portion of the discount was immediately expensed. For the three and six months ended June 30, 2012, amortization of debt discount was $0.05 million for both periods presented. Mortgage Notes In June and December of 2008, the Predecessor Entity entered into several mortgage notes with two lenders for an aggregate initial borrowing amount of $23.6 million. Pursuant to the terms of the mortgage notes, the Predecessor Entity made monthly installment payments that were comprised of principal and interest through maturity dates of June 23, 2023 and December 23, 2023. Since the initial borrowing the Predecessor Entity had made additional principal payments. The mortgage notes bore interest at a floating rate which could have been determined by reference to an index rate plus an applicable margin not to exceed 5.0%. As of June 30, 2012, the weighted average interest rate was 4.0%. Interest expense for the three and six months ended June 30, 2012, was $0.1 million and $0.3 million, respectively. In connection with obtaining the mortgage notes, the Predecessor Entity incurred $0.2 million in related expenses that were recorded as deferred financing fees. The deferred financing fees were being amortized into interest expense over the terms of the related debt. Amortization of deferred financing for the three and six months ended June 30, 2012 was $0.01 million and $0.02 million, respectively. All amounts under the Predecessor Entity’s mortgage notes were paid in full with proceeds from the Offering.

- 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 + Details

Lease Financing Obligations

6 Months Ended

Jun. 30, 2013

Lease Financing Obligations

Lease Financing Obligations

7. Lease Financing Obligations

The Predecessor Entity entered into sale-leaseback transactions for certain locations, and since the Predecessor Entity had continuing involvement in the underlying locations, the sale was not recognized and the leaseback or other arrangements were accounted for as lease financing obligations and are included in the table below. The Predecessor Entity also leased certain fuel stations and equipment under lease agreements accounted for as capital lease obligations. Certain of the lease agreements were assigned to the Partnership in connection with the Contribution Agreement. The future minimum lease payments under these lease financing obligations as of June 30, 2013 are as follows (in thousands):

	June 30, 2013
Remaining in 2013	$	3,122
2014	6,354
2015	6,460
2016	6,465
2017	6,426
Thereafter	80,590
Total future minimum lease payments	109,417
Less Interest component	39,474
Present value of minimum lease payments	69,943
Current portion	2,533
Long-term portion	$	67,410

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2013

Accrued Expenses and Other Current Liabilities

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

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

	June 30, 2013		December 31, 2012
Interest expense	$	97	$	124
Professional fees	645		436
Express Lane working capital payable	1,791		1,791
Equity-based incentive compensation	978		—
Taxes other than income	594		40
Other	824		908
Total accrued expenses and other current liabilities	$	4,929	$	3,299

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2013
Fair Value Measurements
Fair Value Measurements	9. Fair Value Measurements The Partnership and the Predecessor Entity 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). GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels. Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. Level 3 Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2013 or 2012. For assets and liabilities measured on a non-recurring basis during the year, accounting guidance requires quantitative disclosures about the fair value measurements separately for each major category. See Note 3 for a discussion of impairment charges to reduce the net book value of assets held for sale to fair value less cost to sell. Such fair value measurements were based on negotiated sales prices, or sales of comparable properties, and represent level 2 measurements. Financial Instruments The fair value of the Partnership’s financial instruments consisting of accounts receivable, accounts payable and debt approximated their carrying value as of June 30, 2013 and December 31, 2012.

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 820
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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-Section 50
-Paragraph 21
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13504-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15B
-Subparagraph a, b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 159
-Paragraph 17-22, 27, 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 157
-Paragraph 32, 33, 34
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Environmental Liabilities

6 Months Ended

Jun. 30, 2013

Environmental Liabilities

Environmental Liabilities

10. Environmental Liabilities

The Partnership currently owns or leases properties where refined petroleum products are being, or have been handled. These properties, and the refined petroleum products handled thereon, may be subject to federal and state environmental laws and regulations. Under such laws and regulations, the Partnership 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.

The Partnership maintains 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, the Partnership has 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 an issue 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 the Partnership will, assume liability for existing environmental conditions.

The Partnership’s environmental liability was $1.3 million and $1.2 million at June 30, 2013 and December 31, 2012, respectively. The liability relates to sites acquired or leased since the IPO. The Partnership made payments of $0.1 million and recorded an additional accrual of $0.2 million in the three months ended June 30, 2013.

The Partnership is indemnified by third-party escrow funds of $0.2 million and state funds or insurance totaling $1.1 million, which are recorded as indemnification assets. 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. The Partnership 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 contributed sites have not been assigned to the Partnership, and are still the responsibility of certain of the Predecessor Entities. The Omnibus Agreement (further described in Note 16) provides that certain of the Predecessor Entities must indemnify the Partnership for any costs or expenses that the Partnership incurs 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 Offering for contributed sites. Certain of the Predecessor Entities are the beneficiary of escrow accounts created to cover the cost to remediate certain environmental liabilities. In addition, certain of the Predecessor Entities maintain insurance policies to cover environmental liabilities and/or, where available, participate in state programs that may also assist in funding the costs of environmental liabilities. Certain sites that were contributed to the Partnership, in accordance with the Contribution Agreement, were identified as having existing environmental liabilities that are not covered by escrow accounts, state funds or insurance policies.

The following table presents a summary roll forward of the Predecessor Entity’s environmental liabilities, on an undiscounted basis, for the six months ended June 30, 2013 (in thousands):

	Balance at December 31, 2012		Additions 2013		Payments in 2013		Balance at June 30, 2013
Environmental liabilities	$	21,208	$	301	$	1,766	$	19,743

A significant portion of the Predecessor Entities’ environmental reserves have corresponding indemnification assets. The breakdown of the indemnification assets is as follows (in thousands):

	June 30, 2013		December 31, 2012
Third-party escrows	$	7,353	$	7,988
State funds	3,519		4,051
Insurance coverage	5,737		6,037
Total indemnification assets	$	16,609	$	18,076

- Definition

The entire disclosure for environmental loss contingencies, such as presence of hazardous waste, relevant information from reports issued by regulators, and estimated costs to achieve compliance with regulatory requirements. This element may be used for all of an entity's disclosures about environmental loss contingencies.

+ References + Details

Equity-Based Incentive Compensation

6 Months Ended

Jun. 30, 2013

Equity-Based Incentive Compensation

Equity-Based Incentive Compensation

11. Equity-Based Incentive Compensation

In connection with the Offering, the General Partner adopted the Lehigh Gas Partners LP 2012 Incentive Award Plan (the “Plan”), a long-term incentive plan for employees, officers, consultants and directors of the General Partner and any of its affiliates, including LGC, who perform services for the Partnership. The maximum number of common units that may be delivered with respect to awards under the Plan is 1,505,000. Generally, the Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit awards, unit appreciation rights, distribution equivalent rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The Plan is administered by the board of directors of the Partnership’s General Partner or a committee thereof, which is referred to as the Plan Administrator.

Previously, the board of directors had determined to grant up to 500,000 phantom units under the Plan to employees of LGC, other than the chief executive officer of our General Partner, within 180 days after the closing of the Offering. In this regard, on March 15, 2013, the Partnership granted 446,420 phantom units to certain LGC employees under the Plan. The fair value of each phantom unit is equal to the closing price of the common units on the date of grant. The awards vest ratably over a three-year service period. The estimated fair value of the units expected to vest is recognized ratably over the vesting period as compensation expense. Total unrecognized compensation cost related to the non-vested phantom units totaled $9.1 million as of June 30, 2013, which is expected to be recognized over a weighted average period of 2.7 years. Compensation expense for the three and six months ended June 30, 2013 was $0.9 million and $1.0 million, respectively. The fair value of the non-vested phantom units outstanding as of June 30, 2013, was $11.0 million.

The following is a summary of the phantom unit award activity for the six months ended June 30, 2013:

Non-vested at January 1, 2013	—
Granted	449,420
Forfeited	(5,174	)
Non-vested at June 30, 2013	444,246

It is the intent of the Partnership to settle these phantom units upon vesting by issuing common units, as allowed under the Plan. However, the awards may be settled in cash at the discretion of the board of directors of the General Partner.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Partners' Capital	6 Months Ended
Partners' Capital	Jun. 30, 2013
Partners' Capital
Partners' Capital	12. Partners’ Capital In connection with the closing of the Offering, pursuant to an agreement with the Predecessor, the Predecessor contributed certain assets, liabilities, operations and/or equity interests (the “Contributed Assets”) to the Partnership. In consideration of the Contributed Assets, the Partnership issued and/or distributed to the Predecessor an aggregate: 625,000 common units, representing 8.3% of the common units outstanding, and 7,525,000 subordinated units, representing 100% of the subordinated units outstanding, which comprise 54.1 % of the aggregate total common units and subordinated units outstanding. The Partnership issued a total of 6,900,000 common units, including 6,000,000 common units in connection with the initial public offering and 900,000 common units in connection with the underwriter’s over-allotment option. In January 2013, the Partnership issued an aggregate of 1,044 units to members of the board of directors of the Partnership’s General Partner related to director compensation.

- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

+ References + Details

Net Income per Limited Partnership Unit

6 Months Ended

Jun. 30, 2013

Net Income per Limited Partnership Unit

Net Income per Limited Partnership Unit

13. Net Income per Limited Partnership Unit

Under the Partnership Agreement, our General Partner’s interest in net income from the Partnership consists of incentive distribution rights (“IDRs”), which are increasing percentages, up to 50% of quarterly distributions out of the operating surplus (as defined) in excess of $0.6563 per limited partner unit. The Partnership’s undistributed net income is generally allocable pro rata to the common and subordinated unitholders, except where common unitholders have received cash distributions in excess of the subordinated unitholders. In that circumstance, net income is allocated to the common unitholders first in support of such excess cash distribution paid to them and the remainder of the net income is allocable pro rata to the common and subordinated unitholders. Losses are general allocable pro rata to the common and subordinated unitholders in accordance with the Partnership Agreement.

In addition to the common and subordinated units, the Partnership has identified the IDRs as participating securities and computes income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Partnership Agreement. Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing the limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. There were no participating IDRs for the six months ended June 30, 2013.

The following provides a reconciliation of net income and the allocation of net income to the limited partners’ interest for purposes of computing net income per limited partner unit for the three and six months ended June 30, 2013 (in thousands, except unit, and per unit amounts):

	Three Months Ended June 30, 2013
	Common Units			Subordinated Units
Numerator:
Net income	$	2,735		$	2,734

Declared distributions (1)	3,594			3,593
Allocation of distributions in excess of net income (2)	(859		)	(859		)
Limited partners’ interest in net income	$	2,735		$	2,734

Denominator:
Basic and diluted weighted average limited partnership units outstanding (3)	7,526,044			7,525,000
Basic and diluted net income per limited partnership unit	$	0.363		$	0.363

	Six Months Ended June 30, 2013
	Common Units			Subordinated Units
Numerator:
Net income	$	4,613		$	4,613

Declared distributions (1)	$	6,999		$	6,998
Allocation of distributions in excess of net income (2)	(2,386		)	(2,385		)
Limited partners’ interest in net income	$	4,613		$	4,613

Denominator:
Basic and diluted weighted average limited partnership units outstanding (3)	7,525,952			7,525,000
Basic and diluted net income per limited partnership unit	$	0.613		$	0.613

(1) Distribution declared per unit was $0.4775 and $0.93 for the three and six months ended June 30, 2013, respectively, as further described below.

(2) Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement.

(3) For purposes of calculating diluted weighted average limited partnership units outstanding, all outstanding phantom units were excluded from the calculation as they were anti-dilutive.

The Partnership Agreement sets forth the calculation used for determining the cash distributions the common and subordinated unitholders are entitled to receive. In accordance with the Partnership Agreement, on August 8, 2013, the Partnership declared a quarterly dividend, to be paid from the operating surplus, totaling $7.2 million, or $0.4775 per unit. Subsequent to this distribution, the Partnership will have distributed $14.0 million, or $0.93 per unit on a year-to-date basis.

Income Taxes

6 Months Ended

Jun. 30, 2013

Income Taxes

Income Taxes

14. Income Taxes

The Partnership is a limited partnership under the Internal Revenue Code and, accordingly, earnings or losses, to the extent not included in LGWS, its taxable subsidiary, are included in the tax returns of the individual partners for federal and state income tax purposes. Net earnings for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities, in addition to the allocation requirements related to taxable income under the Partnership Agreement.

As a limited partnership, the Partnership is generally not subject to income tax. However, the Partnership is subject to a statutory requirement that non-qualifying income (for example, rent associated with personal property, service income and others) cannot exceed 10% of total gross income, determined on a calendar year basis under the applicable income tax provisions. If the amount of its non-qualifying income exceeds this statutory limit, the Partnership would be taxed as a corporation. Accordingly, certain activities that generate non-qualifying income are conducted through LGWS. LGWS is subject to federal and state income tax and pays income taxes related to the results of its operations. For the six months ended June 30, 2013, the Partnership’s non-qualifying income did not exceed the statutory limit.

The effective tax rate differs from the statutory rate due primarily to Partnership earnings that are generally not subject to federal and state income taxes at the Partnership level. The rate reconciliation is below:

	Three Months Ended June 30, 2013		Six Months Ended June 30, 2013
Income from continuing operations before income taxes	$	5,689	$	9,889
Income from continuing operations before income taxes of the Partnership excluding LGWS	5,559		9,659
Income from continuing operations before income taxes of LGWS	130		230
Federal income taxes at statutory rate	44		78
Increase due to:
State income taxes and other, net of federal income tax benefit	38		49
Valuation allowance adjustments	138		536
Total income tax expense	$	220	$	663

As of June 30, 2013, the Partnership had deferred income tax assets of $1.9 million, comprised of $0.7 million related to rent and $1.2 million related to property and equipment. The deferred tax assets were fully reserved against with a valuation allowance. In conjunction with the Partnership’s ongoing review of its actual results and anticipated future earnings, the Partnership continuously reassesses the possibility of releasing the valuation allowance on its deferred tax assets. It is reasonably possible that a significant portion of the valuation allowance will be released within the next twelve months. Since $1.2 million of deferred tax assets existed at the date of the contribution from the Predecessor Entity, $1.2 million of the valuation allowance was recorded as a charge against Partners’ Capital—affiliates in 2012, with any reduction of such portion of the valuation allowance to be recorded as a credit to Partners’ Capital—affiliates.

- 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/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2013
Commitments and Contingencies
Commitments and Contingencies	15. Commitments and Contingencies Legal Actions In the normal course of business, the Partnership and the Predecessor Entity have and may become involved in legal actions relating to the ownership and operation of their properties and business. In management’s opinion, the resolutions of any such pending legal actions are not expected to have a material adverse effect on its financial position, results of operations and cash flows. The Partnership and the Predecessor Entity maintain liability insurance on certain aspects of its businesses in amounts deemed adequate by management. However, there is no assurance that this insurance will be adequate to protect them from all material expenses related to potential future claims or these levels of insurance will be available in the future at economically acceptable prices. Environmental Liabilities See Note 10 for a discussion of the Partnership and the Predecessor Entity’s environmental liabilities.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Related-Party Transactions	6 Months Ended
Related-Party Transactions	Jun. 30, 2013
Related-Party Transactions
Related-Party Transactions	16. Related-Party Transactions The related party transactions with the Partnership and the Predecessor Entity and other affiliated entities under common control not part of the Predecessor Entity are as follows: Revenues from Fuel Sales to Affiliates The Partnership and the Predecessor Entity sell motor fuels to their affiliates at prevailing market prices at the time of delivery. Revenues and cost of revenues from fuel sales to affiliates are separately classified in the statements of operations. Operating Leases of Gasoline Stations as Lessor The Partnership and the Predecessor Entity lease certain motor fuel stations to their affiliates under cancelable operating leases. Rent income under these agreements is separately classified in the statements of operations. Operating Leases of Gasoline Stations as Lessee The Partnership and the Predecessor Entity lease certain motor fuel stations from their affiliates under cancelable operating leases. Rent expense under these agreements was $0.3 million and $0.2 million for the three months ended June 30, 2013 and 2012, and $0.5 million and $0.3 million for the six months ended June 30, 2013 and 2012, respectively. Management Fees In connection with the Offering, the Partnership entered into an Omnibus Agreement (the “Omnibus Agreement”) by and among the Partnership, the General Partner, LGC, LGO and, for limited purposes, Joseph V. Topper, Jr. Pursuant to the Omnibus Agreement, among other things, LGC provides the Partnership and the General Partner with management, administrative and operating services. As the Partnership does not have any employees, LGC provides the Partnership with personnel necessary to carry out the services provided under the Omnibus Agreement and any other services necessary to operate the Partnership’s business. In accordance with the Omnibus Agreement, the Partnership is required to pay LGC a management fee, which is initially an amount equal to (1) $420,000 per month plus (2) $0.0025 for each gallon of motor fuel the Partnership distributes per month. In addition, and subject to certain restrictions on LGC’s ability to incur third-party fees, costs, taxes and expenses, the Partnership is required to reimburse LGC and the General Partner for all reasonable out-of-pocket third-party fees, costs, taxes and expenses incurred by LGC or the General Partner on the Partnership’s behalf in connection with providing the services required to be provided by LGC under the Omnibus Agreement. For the three and six months ended June 30, 2013, the Partnership incurred $1.7 million and $3.3 million in management fees under the Omnibus Agreement, classified as selling, general and administrative expenses in the statement of operations. The Predecessor Entity charged management fees to its Affiliates and these amounts are included as contra-expense amounts in selling, general and administrative expenses in the statement of operations. The amounts recorded for these management fees were approximately $1.1 million and $2.0 million for the three and six months ended June 30, 2012. These management fees reflect the allocation of certain overhead expenses of the Predecessor Entity and include costs of centralized corporate functions, such as legal, accounting, information technology, insurance and other corporate services. The allocation methods for these costs included: estimates of the costs and level of support attributable to its affiliates for legal, accounting, and usage and headcount for information technology. Environmental Costs Certain environmental monitoring and remediation activities are undertaken by an affiliate of the Partnership as approved by the conflicts committee of the board of directors of the General Partner. The Partnership incurred $0.2 million with this affiliate for the three and six months ended June 30, 2013. Sites Previously Leased by LGO In March 2013, the Partnership entered into an agreement with an unrelated third-party to lease 19 sites in the Cleveland, Ohio market which were previously leased in their entirety to LGO. Through June 30, 2013, the unrelated third-party paid $1.7 million directly to LGO for its agreement to vacate these sites. Although the Partnership did not participate directly in the transaction between LGO and the unrelated third-party, it was deemed for accounting purposes to have an intermediary role in the transaction in its capacity as the entity controlling these sites (either through fee ownership or leasehold interest). Accordingly, the Partnership recorded $1.7 million in deferred initial direct costs, which is included in deferred financing costs, net and other assets, and a corresponding deferred rent income liability, which is included in other liabilities, both of which will be recognized ratably over the term of the leases with the unrelated third-party lessee. Further, the retail motor fuel business at these sites continues to be operated by LGO. The transaction was approved by the conflicts committee of the board of directors of the General Partner. Mandatorily Redeemable Preferred Member Interests In December 2008, the Predecessor Entity issued non-voting preferred member interests of $12.0 million to certain related individuals. From February 2011 through August 31, 2012, the holders of preferred member interests received semi-annual dividend payments at a rate of 12.0%. Pursuant to an amendment in May 2012, the interest rate increased to 15.0% for the period from September 1, 2012 through August 31, 2013. Dividend payments, including accrued dividends, are recorded as interest expense. For the three and six months ended June 30, 2012, the Predecessor Entity recorded interest expense of $0.3 million and $0.7 million, respectively. In September 2012, the Predecessor Entity and the holders entered into an agreement for an aggregate $13.0 million payment, including $12.0 million for the face value of the mandatorily redeemable preferred interests and $1.0 million in consideration for a contractual modification to provide for the early cancellation and redemption of the mandatorily redeemable preferred interests (the cancellation payment), along with payments accrued and unpaid at the applicable rate discussed above. As the cancellation payment was simultaneous with the Offering, the $1.0 million cancellation payment was accounted for on the Predecessor combined financial statements in the accounting period corresponding with the closing of the Offering. The mandatorily redeemable preferred member interests were paid in full with proceeds from the Offering.

- 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/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2013
Subsequent Events
Subsequent Events	17. Subsequent Events Rocky Top Acquisition On August 1, 2013, the Partnership entered into an asset purchase agreement (the “Purchase Agreement”) with Rocky Top Markets, LLC and Rocky Top Properties, LLC (collectively, “Rocky Top”), pursuant to which the Partnership will purchase 30 motor fuel stations, assume or enter into four motor fuel station leases, assume certain third-party supply contracts and purchase certain other assets, which are held or used by Rocky Top in connection with their motor fuels business and related convenience store business located in the Knoxville, Tennessee area. In connection with this transaction, at closing, the Partnership will enter into a sublease and purchase agreement with Rocky Top and certain of their affiliates (collectively, the “Sellers”) to initially lease 29 of the motor fuel stations (the “Real Estate Assets”) that the Partnership is obligated to purchase no earlier than August 1, 2015. The Partnership will pay $10.7 million in cash to Rocky Top at closing and, at the election of the Sellers, will be obligated to purchase the Real Estate Assets either (a) in whole for $26.2 million on or about August 1, 2015, or (b) in approximately equal parts over a 5 year period for an average of $5.3 million per year beginning in 2016. The closing is scheduled to occur in the third quarter of 2013. Simultaneously, LGO entered into an asset purchase agreement (the “LGO Purchase Agreement”) with Rocky Top to acquire the retail assets (including fuel and merchandise inventory) related to the Assets being acquired by the Partnership (the “Retail Assets”). Subsequent to the closing, the Partnership and LGO will enter into a sublease agreement for all of the sites and a fuel distribution agreement for the purchase and sale of wholesale fuel (collectively, the “LGO Agreements”). The conflicts committee of the General Partner determined that the apportionment of the consideration payable by each of the Partnership and LGO to the Sellers in connection with the Purchase Agreement and the LGO Purchase Agreement, and the terms and conditions of the LGO Agreements, are fair and reasonable to the Partnership. Rogers Acquisition On August 7, 2013, the Partnership entered into an asset purchase agreement (the “Purchase Agreement”) with Rogers Petroleum, Inc. and affiliates (“Rogers”), pursuant to which the Partnership will purchase 14 motor fuel stations, assume or enter into three motor fuel station leases, assume certain third-party supply contracts and purchase certain other assets (collectively, the “Assets”), which are held or used by Rogers in connection with their motor fuels business and related convenience store business located in the Tri-Cities region of Tennessee area, for $21.1 million. The closing is scheduled to occur in the third quarter of 2013. Simultaneously, LGO entered into an asset purchase agreement (the “LGO Purchase Agreement”) with Rogers to acquire the retail assets (including fuel and merchandise inventory) related to the Assets being acquired by the Partnership (the “Retail Assets”). Subsequent to the closing, the Partnership and LGO will enter into a sublease agreement for all of the sites and a fuel distribution agreement for the purchase and sale of wholesale fuel (collectively, the “LGO Agreements”). The conflicts committee of the General Partner determined that the apportionment of the consideration payable by each of the Partnership and LGO to the Sellers in connection with the Purchase Agreement and the LGO Purchase Agreement, and the terms and conditions of the LGO Agreements, are fair and reasonable to the Partnership.

Organization and Basis of Presentation (Policies)	6 Months Ended
Organization and Basis of Presentation (Policies)	Jun. 30, 2013
Organization and Basis of Presentation
Interim Financial Statements	Interim Financial Statements The accompanying interim condensed financial statements and related disclosures are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) on the same basis as the corresponding audited financial statements for the year ended December 31, 2012, and, in the opinion of management, include all adjustments of a normal recurring nature considered necessary to present fairly the Partnership’s financial position as of June 30, 2013, and the results of its operations and cash flows for the periods presented. Operating results for the three and six months ended June 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013, or any other future periods. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted under the SEC’s rules and regulations for interim financial statements. These unaudited condensed financial statements should be read in conjunction with the corresponding audited financial statements and accompanying notes for the year ended December 31, 2012, included in our annual report on Form 10-K, filed with the SEC on March 28, 2013.
Reclassifications	Reclassifications Certain reclassifications were made to prior period amounts to conform to the current year presentation.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Partnership considers the applicability and impact of all new accounting guidance. No new accounting guidance was adopted in 2013 that had or is expected to have a significant impact on the financial statements.

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2013

Dunmore Oil and JoJo Oil

Acquisitions

Schedule of preliminary fair values of the assets acquired and liabilities assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Dunmore Asset Purchase Agreement Acquisition Date (in thousands):

Land	$	6,500
Buildings and improvements	9,200
Leasehold improvements	500
Equipment and other	4,200
Wholesale fuel distribution rights	8,200
Total identifiable assets	$	28,600
Lease agreements with above average market value	200
Net identifiable assets acquired	28,400
Goodwill	600
Net assets acquired	$	29,000

Express Lane

Acquisitions

Schedule of preliminary fair values of the assets acquired and liabilities assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Express Lane Agreements acquisition date (in thousands):

Land	$	3,900
Buildings and improvements	7,700
Leasehold improvements	4,200
Equipment and other	11,700
Wholesale fuel distribution rights	15,000
Lease agreements with below average market value	2,600
Environmental indemnification assets	1,177
Net working capital	1,822
Total identifiable assets	$	48,099
Lease agreements with above average market value	2,500
Environmental liabilities	1,177
Total identifiable liabilities	3,677
Net identifiable assets acquired	44,422
Goodwill	993
Net assets acquired	$	45,415

Schedule of pro forma information

The following is unaudited pro forma information related to the Express Lane Acquisition as if the transaction had occurred on January 1, 2012 (in thousands):

	Lehigh Gas Entities (Predecessor) Combined
	Three Months Ended June 30, 2012		Six Months Ended June 30, 2012
Total revenues	$	552,601	$	1,024,575
Net loss	$	2,684	$	(1,350	)

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

Discontinued Operations and Assets Held for Sale (Tables)

6 Months Ended

Jun. 30, 2013

Discontinued Operations and Assets Held for Sale

Schedule of operating results of the locations included in discontinued operations

The following operating results of the locations are included in discontinued operations for the periods presented (in thousands):

	Lehigh Gas Entities (Predecessor) Combined
	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
Revenues:
Revenues from fuel sales	$	1,342		$	2,558
Rent income	30			60
Total revenues	1,372			2,618
Costs and Expenses:
Cost of revenues from fuel sales	1,287			2,482
Operating expenses	3			6
Depreciation and amortization	15			33
Gains on sales of assets, net	(115		)	(238		)
Total costs and operating expenses	1,190			2,283
Operating income	182			335
Interest expense, net	(13		)	(26		)
Income from discontinued operations	$	169		$	309

Schedule of assets of operations held for sale

Assets held for sale for the Partnership are as follows (in thousands):

	December 31, 2012
Land	$	1,351
Buildings and improvements	435
Equipment and other	163
Total property and equipment, at cost	1,949
Accumulated depreciation and amortization	(334		)
Assets held for sale	$	1,615

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2013

Property and Equipment

Schedule of property and equipment

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

	June 30, 2013			December 31, 2012
Land	$	98,382		$	98,117
Buildings and improvements	110,840			108,508
Leasehold improvements	5,060			4,260
Equipment and other	61,650			60,972
Property and equipment, at cost	275,932			271,857
Accumulated depreciation and amortization	(35,896		)	(28,835		)
Property and equipment, net	$	240,036		$	243,022

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2013

Goodwill and Intangible Assets

Schedule of intangible assets for the Partnership

Intangible assets for the Partnership consist of the following (in thousands):

	June 30, 2013							December 31, 2012
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply agreements	$	16,451	$	(8,121	)	$	8,330	$	16,451	$	(7,151	)	$	9,300
Wholesale fuel distribution rights	23,200		(1,160		)	22,040		23,200		—			23,200
Trademarks	134		(47		)	87		134		(40		)	94
Below market leases	3,322		(746		)	2,576		3,422		(414		)	3,008
Total	$	43,107	$	(10,074	)	$	33,033	$	43,207	$	(7,605	)	$	35,602

Lease Financing Obligations (Tables)

6 Months Ended

Jun. 30, 2013

Lease Financing Obligations

Schedule of future minimum lease payments under capital lease obligation

The future minimum lease payments under these lease financing obligations as of June 30, 2013 are as follows (in thousands):

	June 30, 2013
Remaining in 2013	$	3,122
2014	6,354
2015	6,460
2016	6,465
2017	6,426
Thereafter	80,590
Total future minimum lease payments	109,417
Less Interest component	39,474
Present value of minimum lease payments	69,943
Current portion	2,533
Long-term portion	$	67,410

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Accrued Expenses and Other Current Liabilities

Schedule of accrued expenses and other current liabilities for the Partnership

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

	June 30, 2013		December 31, 2012
Interest expense	$	97	$	124
Professional fees	645		436
Express Lane working capital payable	1,791		1,791
Equity-based incentive compensation	978		—
Taxes other than income	594		40
Other	824		908
Total accrued expenses and other current liabilities	$	4,929	$	3,299

Environmental Liabilities (Tables) - Predecessor

6 Months Ended

Jun. 30, 2013

Environmental liabilities

Summary roll forward of environmental liabilities, on an undiscounted basis

The following table presents a summary roll forward of the Predecessor Entity’s environmental liabilities, on an undiscounted basis, for the six months ended June 30, 2013 (in thousands):

		Balance at December 31, 2012			Additions 2013			Payments in 2013			Balance at June 30, 2013
Environmental liabilities		$	21,208		$	301		$	1,766		$	19,743

Schedule of breakdown of the indemnification assets

The breakdown of the indemnification assets is as follows (in thousands):

	June 30, 2013		December 31, 2012
Third-party escrows	$	7,353	$	7,988
State funds	3,519		4,051
Insurance coverage	5,737		6,037
Total indemnification assets	$	16,609	$	18,076

Equity-Based Incentive Compensation (Tables)

6 Months Ended

Jun. 30, 2013

Equity-Based Incentive Compensation

Summary of the phantom unit award activity

Non-vested at January 1, 2013	—
Granted	449,420
Forfeited	(5,174	)
Non-vested at June 30, 2013	444,246

Net Income per Limited Partnership Unit (Tables)

6 Months Ended

Jun. 30, 2013

Net Income per Limited Partnership Unit

Schedule of reconciliation of net income and the allocation of net income to the limited partners' interest for purposes of computing net income per limited partner unit

	Three Months Ended June 30, 2013
	Common Units			Subordinated Units
Numerator:
Net income	$	2,735		$	2,734

Declared distributions (1)	3,594			3,593
Allocation of distributions in excess of net income (2)	(859		)	(859		)
Limited partners’ interest in net income	$	2,735		$	2,734

Denominator:
Basic and diluted weighted average limited partnership units outstanding (3)	7,526,044			7,525,000
Basic and diluted net income per limited partnership unit	$	0.363		$	0.363

	Six Months Ended June 30, 2013
	Common Units			Subordinated Units
Numerator:
Net income	$	4,613		$	4,613

Declared distributions (1)	$	6,999		$	6,998
Allocation of distributions in excess of net income (2)	(2,386		)	(2,385		)
Limited partners’ interest in net income	$	4,613		$	4,613

Denominator:
Basic and diluted weighted average limited partnership units outstanding (3)	7,525,952			7,525,000
Basic and diluted net income per limited partnership unit	$	0.613		$	0.613

(1) Distribution declared per unit was $0.4775 and $0.93 for the three and six months ended June 30, 2013, respectively, as further described below.

(2) Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement.

(3) For purposes of calculating diluted weighted average limited partnership units outstanding, all outstanding phantom units were excluded from the calculation as they were anti-dilutive.

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2013

Income Taxes

Schedule of reconciliation of effective tax rate and statutory rate due primarily to Partnership earnings that are generally not subject to federal and state income taxes at the Partnership level

	Three Months Ended June 30, 2013		Six Months Ended June 30, 2013
Income from continuing operations before income taxes	$	5,689	$	9,889
Income from continuing operations before income taxes of the Partnership excluding LGWS	5,559		9,659
Income from continuing operations before income taxes of LGWS	130		230
Federal income taxes at statutory rate	44		78
Increase due to:
State income taxes and other, net of federal income tax benefit	38		49
Valuation allowance adjustments	138		536
Total income tax expense	$	220	$	663

Acquisitions (Details) $ in Thousands		3 Months Ended		6 Months Ended
Acquisitions (Details) $ in Thousands	Dec. 21, 2012 USD ($) item	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)
Pro forma information
Incremental rent income for acquisition		$ 3,833		$ 7,185
Predecessor
Pro forma information
Incremental rent income for acquisition			$ 2,971		$ 6,084
Dunmore Oil and JoJo Oil
Acquisitions
Number of locations acquired \| item	24
Number of locations acquired as a fee simple interest \| item	23
Number of locations acquired as leasehold interests \| item	1
Aggregate purchase price consideration of cash	$ 28,000
Escrow deposit	500
Preliminary fair values of the assets acquired and liabilities assumed
Total identifiable assets	28,600
Net identifiable assets acquired	28,400
Goodwill	600
Net assets acquired	$ 29,000
Cumulative adjustments, other than reclassifications within property and equipment				0
Period for valuation and completion of purchase price	1 year
Pro forma information
Incremental rent income for acquisition		500		1,000
Dunmore Oil and JoJo Oil \| LGO
Acquisitions
Advance rent payments	$ 500
Dunmore Oil and JoJo Oil \| Non-compete agreement \| Joseph Gentile, Jr
Acquisitions
Aggregate purchase price consideration of cash	$ 500
Period of non-compete agreement	5 years
Dunmore Oil and JoJo Oil \| Land
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	$ 6,500
Dunmore Oil and JoJo Oil \| Buildings and improvements
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	9,200
Dunmore Oil and JoJo Oil \| Leasehold improvements
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	500
Dunmore Oil and JoJo Oil \| Equipment and other
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	$ 4,200
Dunmore Oil and JoJo Oil \| Buildings
Pro forma information
Estimated useful life	20 years
Dunmore Oil and JoJo Oil \| Equipment \| Minimum
Pro forma information
Estimated useful life	5 years
Dunmore Oil and JoJo Oil \| Equipment \| Maximum
Pro forma information
Estimated useful life	15 years
Dunmore Oil and JoJo Oil \| Wholesale fuel distribution rights
Preliminary fair values of the assets acquired and liabilities assumed
Intangible Asset Agreement	$ 8,200
Pro forma information
Estimated weighted average useful life	10 years
Dunmore Oil and JoJo Oil \| Lease agreements with above average market value
Preliminary fair values of the assets acquired and liabilities assumed
Lease agreements with above average market value	$ 200
Express Lane
Acquisitions
Aggregate purchase price consideration of cash	41,900
Aggregate purchase price	45,400
Escrow deposit	1,100
Portion of escrow deposit allocated for funding of any indemnification or similar claims made	1,000
Portion of escrow deposit allocated for pending completion of environmental remediation measures	100
Portion of escrow deposit allocated to Tax Escrow	600
Preliminary fair values of the assets acquired and liabilities assumed
Environmental indemnification assets	1,177
Net working capital	1,822
Total identifiable assets	48,099
Environmental liabilities	1,177
Total liabilities assumed	3,677
Net identifiable assets acquired	44,422
Goodwill	993
Net assets acquired	45,415
Cumulative adjustments, other than reclassifications within property and equipment				0
Post closing preliminary adjustment	1,800
Pro forma information
Revenue		$ 34,400		$ 65,600
Express Lane \| LGO
Acquisitions
Advance rent payments	$ 1,000
Receivables						$ 1,800
Express Lane \| Express Lane Stock Purchase Agreement
Acquisitions
Number of locations acquired \| item	41
Number of locations acquired as a fee simple interest \| item	1
Number of locations acquired as leasehold interests \| item	40
Period of non-compete agreement	4 years
Express Lane \| Express Lane Purchase and Sale Agreement
Acquisitions
Number of locations acquired as a fee simple interest \| item	6
Number of wholesale fuel supply purchase agreements acquired \| item	2
Express Lane \| Land
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	$ 3,900
Express Lane \| Buildings and improvements
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	7,700
Express Lane \| Leasehold improvements
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	4,200
Express Lane \| Equipment and other
Preliminary fair values of the assets acquired and liabilities assumed
Property Plant and Equipment	$ 11,700
Express Lane \| Buildings
Pro forma information
Estimated useful life	20 years
Express Lane \| Equipment \| Minimum
Pro forma information
Estimated useful life	5 years
Express Lane \| Equipment \| Maximum
Pro forma information
Estimated useful life	15 years
Express Lane \| Wholesale fuel distribution rights
Preliminary fair values of the assets acquired and liabilities assumed
Intangible Asset Agreement	$ 15,000
Pro forma information
Estimated weighted average useful life	10 years
Express Lane \| Lease agreements with above average market value
Preliminary fair values of the assets acquired and liabilities assumed
Lease agreements with above average market value	$ 2,500
Pro forma information
Estimated weighted average useful life	5 years
Express Lane \| Lease agreements with below average market value
Preliminary fair values of the assets acquired and liabilities assumed
Intangible Asset Agreement	$ 2,600
Pro forma information
Estimated weighted average useful life	5 years
Express Lane \| Predecessor
Pro forma information
Total revenues			552,601		1,024,575
Net loss			$ 2,684		$ (1,350)

Discontinued Operations and Assets Held for Sale (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($) item	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($) item
Discontinued Operations and Assets Held for Sale
Number of discontinued operations \| item		0
Assets held for sale:
Impairment charges related to assets held-for-sale		$ 0
Number of locations held for sale \| item		0		5
Total property and equipment, at cost				$ 1,949
Accumulated depreciation and amortization				(334)
Assets held for sale				1,615
Land
Assets held for sale:
Total property and equipment, at cost				1,351
Buildings and improvements
Assets held for sale:
Total property and equipment, at cost				435
Equipment and other
Assets held for sale:
Total property and equipment, at cost				$ 163
Predecessor
Revenues:
Revenues from fuel sales	$ 1,342		$ 2,558
Rent income	30		60
Total revenues	1,372		2,618
Costs and Expenses:
Cost of revenues from fuel sales	1,287		2,482
Operating expenses	3		6
Depreciation and amortization	15		33
Gains on sales of assets, net	(115)		(238)
Total costs and operating expenses	1,190		2,283
Operating income	182		335
Interest expense, net	(13)		(26)
Income from discontinued operations	$ 169		309
Assets held for sale:
Impairment charges related to assets held-for-sale			$ 900

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Property and Equipment
Property and equipment, at cost	$ 275,932		$ 275,932		$ 271,857
Accumulated depreciation and amortization	(35,896)		(35,896)		(28,835)
Property and Equipment, net	240,036		240,036		243,022
Depreciation	3,800		7,600
Land
Property and Equipment
Property and equipment, at cost	98,382		98,382		98,117
Buildings and improvements
Property and Equipment
Property and equipment, at cost	110,840		110,840		108,508
Leasehold improvements
Property and Equipment
Property and equipment, at cost	5,060		5,060		4,260
Equipment and other
Property and Equipment
Property and equipment, at cost	$ 61,650		$ 61,650		$ 60,972
Predecessor
Property and Equipment
Depreciation		$ 3,200		$ 7,100

Property and Equipment (Details 2) $ in Millions	1 Months Ended
Property and Equipment (Details 2) $ in Millions	Jun. 30, 2013 USD ($) item	May 31, 2013 USD ($) item	Apr. 30, 2013 USD ($) item
Pennsylvania
Property and equipment
Number of sites purchased \| item			1
Purchase price			$ 0.7
Ohio
Property and equipment
Number of sites purchased \| item		4
Purchase price		$ 7.1
Number of sites sold \| item			5
Sale price of sites sold			$ 1.5
Lease financing obligations		5.1
Increase to property and equipment		$ 2.0
Kentucky
Property and equipment
Number of sites sold \| item		1
Sale price of sites sold		$ 0.7
Florida
Property and equipment
Number of sites purchased \| item	2
Purchase price	$ 1.6
Purchase price paid in cash	$ 0.6

Goodwill and Intangible Assets (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
Goodwill and Intangible Assets (Details) $ in Thousands	Jun. 30, 2013 USD ($) item	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)
Intangible Assets
Finite-lived intangible assets, Gross Amount	$ 43,107	$ 43,107		$ 43,107		$ 43,207
Finite-lived intangible assets, Accumulated Amortization	(10,074)	(10,074)		(10,074)		(7,605)
Intangible assets, Net Amount	$ 33,033	33,033		33,033		35,602
Amortization expense		1,100		2,100
Amount of change in goodwill				0
Florida
Intangible Assets
Number of sites purchased \| item	2
Charge due to write off of intangible asset		100		100
Wholesale fuel supply agreements
Intangible Assets
Finite-lived intangible assets, Gross Amount	$ 16,451	16,451		16,451		16,451
Finite-lived intangible assets, Accumulated Amortization	(8,121)	(8,121)		(8,121)		(7,151)
Finite-lived intangible assets, Net Carrying Amount	8,330	8,330		8,330		9,300
Wholesale fuel distribution rights
Intangible Assets
Finite-lived intangible assets, Gross Amount	23,200	23,200		23,200		23,200
Finite-lived intangible assets, Accumulated Amortization	(1,160)	(1,160)		(1,160)
Finite-lived intangible assets, Net Carrying Amount	22,040	22,040		22,040		23,200
Trademarks
Intangible Assets
Finite-lived intangible assets, Gross Amount	134	134		134		134
Finite-lived intangible assets, Accumulated Amortization	(47)	(47)		(47)		(40)
Finite-lived intangible assets, Net Carrying Amount	87	87		87		94
Below market leases
Intangible Assets
Finite-lived intangible assets, Gross Amount	3,322	3,322		3,322		3,422
Finite-lived intangible assets, Accumulated Amortization	(746)	(746)		(746)		(414)
Finite-lived intangible assets, Net Carrying Amount	$ 2,576	$ 2,576		$ 2,576		$ 3,008
Predecessor
Intangible Assets
Amortization expense			$ 500		$ 1,300

Debt (Details) $ in Thousands			1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
Debt (Details) $ in Thousands	May 13, 2013 USD ($)	Dec. 30, 2009 USD ($)	Jun. 30, 2013 USD ($) item	Oct. 30, 2012 USD ($)	Dec. 31, 2008 USD ($) item	Jun. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Jun. 30, 2013 USD ($) item	Jun. 30, 2012 USD ($)	Dec. 30, 2012	Dec. 31, 2010 USD ($)	Dec. 31, 2012 USD ($)	Feb. 29, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 30, 2010 USD ($)
Debt
Long term portion of debt, net of discount			$ 185,856					$ 185,856				$ 183,751
Maximum borrowing capacity	$ 324,000
Amortization of financing fees								1,359
Florida
Debt
Number of sites purchased \| item			2
Letters of credit
Debt
Amount outstanding			$ 14,600					$ 14,600				13,900
Amended credit facility
Debt
Maximum borrowing capacity	324,000
Amount by which maximum borrowing capacity may be increased	100,000
Increase in Credit Facility	75,000
Maximum borrowing capacity after increase	$ 424,000
Number of most recently completed quarters to measure leverage ratio \| item								4
Deferred financing fees			400					$ 400
Lender fees			$ 400					$ 400
Amended credit facility \| Minimum
Debt
Combined interest charge coverage ratio								0.0300
Amended credit facility \| Maximum \| Before December 31, 2014
Debt
Combined leverage ratio								0.0475
Amended credit facility \| Maximum \| After December 31, 2014
Debt
Combined leverage ratio								0.0460
Senior secured revolving credit facility
Debt
Maximum borrowing capacity				$ 249,000
Amount by which maximum borrowing capacity may be increased				75,000
Weighted average interest rate (as a percent)			3.20%					3.20%
Deferred financing fees				7,600
Amount outstanding			$ 184,900					$ 184,900				$ 183,800
Lender fees				$ 4,100
Senior secured revolving credit facility \| Minimum
Debt
Commitment fee on used portion of revolving credit (as a percent)				0.375%
Senior secured revolving credit facility \| Maximum
Debt
Commitment fee on used portion of revolving credit (as a percent)				0.50%
Senior secured revolving credit facility \| LIBOR \| First option
Debt
Reference rate				LIBOR
Senior secured revolving credit facility \| LIBOR \| First option \| Minimum
Debt
Margin on variable reference interest rate (as a percent)				2.25%
Senior secured revolving credit facility \| LIBOR \| First option \| Maximum
Debt
Margin on variable reference interest rate (as a percent)				3.50%
Senior secured revolving credit facility \| LIBOR \| First option \| First period option
Debt
Reference rate period				1 month
Senior secured revolving credit facility \| LIBOR \| First option \| Second period option
Debt
Reference rate period				2 months
Senior secured revolving credit facility \| LIBOR \| First option \| Third period option
Debt
Reference rate period				3 months
Senior secured revolving credit facility \| LIBOR \| First option \| Fourth period option
Debt
Reference rate period				6 months
Senior secured revolving credit facility \| LIBOR \| Second option
Debt
Reference rate				one month LIBOR
Margin on variable reference interest rate (as a percent)				1.00%
Senior secured revolving credit facility \| Base rate \| Second option
Debt
Reference rate				agent established rate
Senior secured revolving credit facility \| Base rate \| Second option \| Minimum
Debt
Margin on variable reference interest rate (as a percent)				1.25%
Senior secured revolving credit facility \| Base rate \| Second option \| Maximum
Debt
Margin on variable reference interest rate (as a percent)				2.50%
Senior secured revolving credit facility \| Federal funds effective rate \| Second option
Debt
Reference rate				federal funds
Margin on variable reference interest rate (as a percent)				0.50%
Swing-line loan
Debt
Maximum borrowing capacity				$ 7,500
Standby letters of credit
Debt
Maximum borrowing capacity				35,000
Notes payable
Debt
Frequency of periodic payment			Monthly
Interest rate (as a percent)			4.00%					4.00%
Term of debt			15 years
Periodic payment			$ 7
Notes payable \| Florida
Debt
Amount of credit facility			$ 1,000					$ 1,000
Predecessor
Debt
Amortization of financing fees									$ 385
Amortization of debt discount									410
Predecessor \| Revolving term loan, net of discount
Debt
Deferred financing fees				$ 3,100
Amount of credit facility															$ 175,000
Lender fees															4,200
Financing fees recorded as debt discount															2,600
Amortization of debt discount and deferred financing fees						$ 400			700
Predecessor \| Revolving term loan, net of discount \| Minimum
Debt
Margin on variable reference interest rate (as a percent)				1.25%
Predecessor \| Revolving term loan, net of discount \| Maximum
Debt
Margin on variable reference interest rate (as a percent)				3.00%
Predecessor \| Revolving facility
Debt
Maximum borrowing capacity													$ 48,000		40,000
Interest incurred						1,600			3,200
Fund which may be drawn upon for operating purposes															15,000
Increase in borrowing capacity													$ 8,000
Commitment fee (as a percent)										0.50%
Predecessor \| Revolving facility \| LIBOR
Debt
Reference rate				LIBOR
Predecessor \| Short term advances
Debt
Maximum borrowing capacity															5,000
Predecessor \| Letters of credit
Debt
Maximum borrowing capacity															$ 20,000
Initial fee (as a percent)															0.25%
Predecessor \| Term loan portion of revolving credit facility
Debt
Amount of credit facility											$ 135,000			$ 155,000
Increase in borrowing capacity														$ 20,000
Principal amounts payable in quarterly											$ 1,600
Predecessor \| Term loan, net of discount
Debt
Margin on variable reference interest rate (as a percent)		2.00%
Interest incurred							$ 40
Lender fees		$ 100
Periodic payment		$ 50
Amortization of debt discount						50			50
Predecessor \| Term loan, net of discount \| Base rate
Debt
Reference rate				base rate
Predecessor \| Mortgage Notes
Debt
Interest incurred						$ 100			$ 300
Weighted average interest rate (as a percent)						4.00%			4.00%
Deferred financing fees					$ 200
Amortization of financing fees						$ 10			$ 20
Amount of credit facility					$ 23,600
Number of lenders \| item					2
Predecessor \| Mortgage Notes \| Maximum
Debt
Margin on variable reference interest rate (as a percent)				5.00%
Predecessor \| Mortgage Notes \| Base rate
Debt
Reference rate				index rate

Lease Financing Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2013	Dec. 31, 2012
Future minimum lease payments under these financing obligations
Current portion	$ 2,533	$ 2,187
Long-term portion	67,410	$ 73,793
Fuel stations
Future minimum lease payments under these financing obligations
Remaining in 2013	3,122
2014	6,354
2015	6,460
2016	6,465
2017	6,426
Thereafter	80,590
Total future minimum lease payments	109,417
Less Interest component	39,474
Present value of minimum lease payments	69,943
Current portion	2,533
Long-term portion	$ 67,410

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2013	Dec. 31, 2012
Accrued Expenses and Other Current Liabilities
Interest expense	$ 97	$ 124
Professional fees	645	436
Express Lane working capital payable	1,791	1,791
Equity-based incentive compensation	978
Taxes other than income	594	40
Other	824	908
Total accrued expenses and other current liabilities	$ 4,929	$ 3,299

- Definition

Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

- Definition

Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

Fair Value Measurements (Details) - USD ($) $ in Millions	Jun. 30, 2013	Jun. 30, 2012
Fair Value Measurements
Transfers between levels	$ 0.0	$ 0.0

Environmental Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Dec. 31, 2012
Environmental liabilities
Provision or payments made	$ 100
Environmental liabilities
Balance at the beginning of the period		$ 1,200
Additions	200
Payments	100
Balance at the end of the period	1,300	1,300
Breakdown of indemnification assets
Third-party escrows	200	200
State funds or insurance coverage	1,100	1,100
Predecessor
Environmental liabilities
Balance at the beginning of the period		21,208
Additions		301
Payments		1,766
Balance at the end of the period	19,743	19,743
Breakdown of indemnification assets
Third-party escrows	7,353	7,353	$ 7,988
State funds	3,519	3,519	4,051
Insurance coverage	5,737	5,737	6,037
Total indemnification assets	$ 16,609	$ 16,609	$ 18,076

Equity-Based Incentive Compensation (Details) - Long-term Incentive Plan - USD ($) $ in Millions		1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 15, 2013	Oct. 31, 2012	Jun. 30, 2013	Jun. 30, 2013
Equity-based incentive compensation
Maximum number of units to be delivered under the Plan			1,505,000	1,505,000
Phantom units
Equity-based incentive compensation
Unrecognized compensation cost			$ 9.1	$ 9.1
Weighted average period for recognition of unrecognized compensation cost				2 years 8 months 12 days
Compensation expense			0.9	$ 1.0
Fair value of non-vested units outstanding			$ 11.0	$ 11.0
Phantom unit award activity
Granted (in units)				449,420
Forfeited (in units)				(5,174)
Non-vested at the end of the period (in units)			444,246	444,246
Phantom units \| Certain employees
Equity-based incentive compensation
Number of units available for grant		500,000
Period during which phantom units can be granted after the Offering		180 days
Vesting period	3 years
Phantom unit award activity
Granted (in units)	446,420

Partners' Capital (Details) - shares			1 Months Ended
Partners' Capital (Details) - shares	Nov. 09, 2012	Oct. 30, 2012	Jan. 31, 2013	Oct. 30, 2012
Common units
Partners' Capital
Units issued in initial public offering				6,000,000
Units exercised by underwriters under over-allotment option	900,000
Units issued to members of the board of directors of the Partnership's General Partner related to director compensation			1,044
Predecessor \| Common units
Partners' Capital
Units issued		6,900,000
Predecessor \| Contribution Agreement \| Common units and subordinated units
Partners' Capital
Units outstanding (as a percent)		54.10%		54.10%
Predecessor \| Contribution Agreement \| Common units
Partners' Capital
Units outstanding (as a percent)		8.30%		8.30%
Units issued		625,000
Predecessor \| Contribution Agreement \| Subordinated units
Partners' Capital
Units outstanding (as a percent)		100.00%		100.00%
Units issued				7,525,000

Net Income per Limited Partnership Unit (Details) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2013 USD ($) $ / shares shares	Jun. 30, 2013 USD ($) item $ / shares shares
Net Income per Limited Partnership Unit
Number of participating incentive distribution rights \| item		0
Numerator:
Net income	$ 5,469	$ 9,226
Declared distributions		(11,248)
Limited partners' interest in net income	$ 5,469	$ 9,226
Denominator:
Basic and diluted weighted average limited partnership units outstanding, common units \| shares	7,526,044	7,525,952
Basic and diluted weighted average limited partnership units outstanding subordinated Units \| shares	7,525,000	7,525,000
Basic and diluted net income per limited partnership unit, common units (in dollars per unit) \| $ / shares	$ 0.363	$ 0.613
Basic and diluted net income per limited partnership unit, subordinated units (in dollars per unit) \| $ / shares	0.363	0.613
Distribution per unit (in dollars per unit) \| $ / shares	$ 0.4525	0.93
Minimum
Net Income per Limited Partnership Unit
Incentive distribution per limited partner unit (in dollars per unit) \| $ / shares		$ 0.6563
Maximum
Net Income per Limited Partnership Unit
Maximum percentage of quarterly distributions out of operating surplus		50.00%
Common units
Numerator:
Net income	$ 2,735	$ 4,613
Declared distributions	3,594	6,812
Allocation of distributions in excess of net income	(859)	(2,199)
Limited partners' interest in net income	$ 2,735	$ 4,613
Denominator:
Basic and diluted weighted average limited partnership units outstanding, common units \| shares	7,526,044	7,525,952
Basic and diluted net income per limited partnership unit, common units (in dollars per unit) \| $ / shares	$ 0.363	$ 0.613
Subordinated units
Numerator:
Net income	$ 2,734	$ 4,613
Declared distributions	3,593	6,810
Allocation of distributions in excess of net income	(859)	(2,197)
Limited partners' interest in net income	$ 2,734	$ 4,613
Denominator:
Basic and diluted weighted average limited partnership units outstanding subordinated Units \| shares	7,525,000	7,525,000
Basic and diluted net income per limited partnership unit, subordinated units (in dollars per unit) \| $ / shares	$ 0.363	$ 0.613

Net Income per Limited Partnership Unit (Details 2) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
	Aug. 08, 2013	Jun. 30, 2013	Jun. 30, 2013
Anti-dilutive securities
Quarterly dividend declared (in dollars per share)		$ 0.4525	$ 0.93
Subsequent event
Anti-dilutive securities
Quarterly dividend declared	$ 7.2
Quarterly dividend declared (in dollars per share)	$ 0.4775
Subsequent event \| Forecast
Anti-dilutive securities
Quarterly dividend declared	$ 14.0
Quarterly dividend declared (in dollars per share)	$ 0.93

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2013	Jun. 30, 2013	Oct. 30, 2012
Reconciliation of effective tax rate and statutory rate due primarily to Partnership earnings that are generally not subject to federal and state income taxes at the Partnership level
Income from continuing operations before income taxes	$ 5,689	$ 9,889
Income from continuing operations before income taxes of the Partnership excluding LGWS	5,559	9,659
Income from continuing operations before income taxes of LGWS	130	230
Federal income taxes at statutory rate	44	78
Increase due to:
State income taxes and other, net of federal income tax benefit	38	49
Valuation allowance adjustments	138	536
Total income tax expense	220	663
Income Taxes
Deferred income tax assets	1,900	1,900
Current expense
Deferred income tax assets related to rent	700	700
Deferred income tax assets related to property and equipment	$ 1,200	$ 1,200
Predecessor
Income Taxes
Deferred income tax assets			$ 1,200
Valuation allowance			$ 1,200

Related-Party Transactions (Details)	1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended	19 Months Ended
Related-Party Transactions (Details)	Mar. 31, 2013 USD ($) item	Oct. 30, 2012 USD ($) $ / gal	Sep. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Aug. 31, 2013	Aug. 31, 2012	Dec. 31, 2008 USD ($)
Operating Leases
Rental income under operating leases agreements				$ 6,432,000		$ 13,349,000
Rental expenses under operating leases agreements				3,900,000		7,784,000
Management Fees
Number of sites leased to unrelated third-party \| item	19
Deferred initial direct costs	$ 1,700,000
Deferred rent income liability	1,700,000
Mandatorily Redeemable Preferred Equity
Interest expense				3,518,000		6,907,000
Affiliated entities
Environmental Costs
Environmental monitoring and remediation activities				200,000		200,000
Affiliated entities \| Gasoline Stations
Operating Leases
Rental expenses under operating leases agreements				300,000		500,000
LGC \| Omnibus Agreement
Operating Leases
Initial management fee, per month		$ 420,000
Initial management fee, per gallon per month of motor fuel distributed \| $ / gal		0.0025
Management fees				$ 1,700,000		$ 3,300,000
LGO
Management Fees
Direct payment made by unrelated third-party to vacate the leased sites	$ 1,700,000
Predecessor
Operating Leases
Rental income under operating leases agreements					$ 1,047,000		$ 2,898,000
Rental expenses under operating leases agreements					2,795,000		4,862,000
Mandatorily Redeemable Preferred Equity
Interest expense					3,501,000		6,893,000
Predecessor \| Affiliated entities
Management Fees
Management fees					1,100,000		2,000,000
Predecessor \| Affiliated entities \| Gasoline Stations
Operating Leases
Rental expenses under operating leases agreements					200,000		300,000
Predecessor \| Individuals
Mandatorily Redeemable Preferred Equity
Outstanding balance										$ 12,000,000
Coupon rate (as a percent)								15.00%	12.00%
Interest expense					$ 300,000		$ 700,000
Payment to cancel the mandatorily redeemable preferred equity			$ 13,000,000
Payment to cancel the mandatorily redeemable preferred equity pertaining to face value			12,000,000
Termination fee			$ 1,000,000

Subsequent Events (Details) - Subsequent event - Forecast $ in Millions	2 Months Ended
	Sep. 30, 2013 USD ($) item
Rocky Top
Subsequent events
Number of motor fuel stations to be purchased	30
Number of motor fuel station leases assumed or entered	4
Cash payable \| $	$ 10.6
Aggregate purchase price \| $	$ 26.3
Period over which purchase consideration will be paid	5 years
Average purchase consideration \| $	$ 5.3
Rocky Top \| Sellers
Subsequent events
Number of motor fuel stations to be leased	29
Rogers
Subsequent events
Number of motor fuel stations to be purchased	14
Number of motor fuel station leases assumed or entered	3
Aggregate purchase price \| $	$ 21.1