View Filing Data

Print Document View Excel Document

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2014	Nov. 03, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Trading Symbol	CAPL
Entity Registrant Name	CrossAmerica Partners LP
Entity Central Index Key	0001538849
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Common Units [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,437,704
Subordinated Units [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,525,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 3,269	$ 4,115
Accounts receivable, less allowance for doubtful accounts of $340 and $136 at September 30, 2014 and December 31, 2013, respectively	32,169	7,342
Accounts receivable from affiliates	20,428	16,558
Inventory	14,350	2,141
Environmental indemnification asset - current portion	601	477
Assets held for sale	2,590	1,328
Other current assets	8,772	3,535
Total current assets	82,179	35,496
Property and equipment, net	344,196	288,729
Intangible assets, net	73,655	47,005
Environmental indemnification asset - noncurrent portion	885	761
Deferred financing fees, net	7,922	5,743
Goodwill	29,716	9,324
Other assets	9,848	4,563
Total assets	548,401	391,621
Current liabilities:
Long-term debt - current portion	26,302	51
Lease financing obligations - current portion	2,782	2,568
Accounts payable	41,759	20,567
Motor fuel taxes payable	9,743	7,186
Environmental liability - current portion	601	477
Accrued expenses and other current liabilities	13,039	8,008
Total current liabilities	94,226	38,857
Long-term debt	146,445	173,509
Lease financing obligations	60,871	64,364
Environmental liabilities	885	761
Deferred tax liabilities	19,356	4,957
Other liabilities	15,919	14,502
Total liabilities	337,702	296,950
Commitments and contingencies
Equity
General Partner's Interest
Total partners' capital	210,700	94,671
Noncontrolling interests	(1)
Total equity	210,699	94,671
Total liabilities and equity	548,401	391,621
Limited Partners' Interest Common Units-Public [Member]
Equity
Limited Partners' Interest	337,017	211,544
Total equity	337,017	211,544
Limited Partners' Interest Common Units-Affiliates [Member]
Equity
Limited Partners' Interest	(43,609)	(42,885)
Total equity	(43,609)	(42,885)
Limited Partners' Interest Subordinated Units-Affiliates [Member]
Equity
Limited Partners' Interest	(82,708)	(73,988)
Total equity	$ (82,708)	$ (73,988)

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Accounts receivable, allowance for doubtful accounts	$ 340	$ 136
Limited Partners' Interest Common Units-Public [Member]
Units issued	14,709,203	10,472,348
Units outstanding	14,709,203	10,472,348
Limited Partners' Interest Common Units-Affiliates [Member]
Units issued	625,000	625,000
Units outstanding	625,000	625,000
Limited Partners' Interest Subordinated Units-Affiliates [Member]
Units issued	7,525,000	7,525,000
Units outstanding	7,525,000	7,525,000

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Revenues:
Revenues from fuel sales	$ 602,553	$ 251,626	$ 1,427,701	$ 698,649
Revenues from fuel sales to affiliates	190,461	228,347	575,358	719,916
Revenues from food and merchandise sales	28,588		45,837
Rent income	5,797	4,167	16,743	11,352
Rent income from affiliates	5,032	5,938	15,544	19,287
Other revenues	311	496	771	1,427
Total revenues	832,742	490,574	2,081,954	1,450,631
Costs and Expenses:
Cost of revenues from fuel sales	588,674	246,281	1,398,894	684,224
Cost of revenues from fuel sales to affiliates	182,702	222,021	556,213	700,756
Cost of revenues from food and merchandise sales	21,160	34	35,235	34
Rent expense	5,253	3,679	14,001	11,463
Operating expenses	11,151	1,286	19,890	3,219
Depreciation and amortization	8,335	5,212	21,518	14,915
Selling, general and administrative expenses	6,988	4,604	22,197	12,003
Loss (gains) on sales of assets, net	49		(1,484)	(47)
Total costs and operating expenses	824,312	483,117	2,066,464	1,426,567
Operating income	8,430	7,457	15,490	24,064
Interest expense	(5,162)	(3,349)	(12,901)	(10,233)
Other income, net	92	93	315	259
Income before income taxes	3,360	4,201	2,904	14,090
Income tax benefit	(803)	(723)	(4,579)	(60)
Net income	4,163	4,924	7,483	14,150
Net income attributable to noncontrolling interests	8		8
Net income attributable to partners	4,155	4,924	7,475	14,150
Incentive distribution right holders' interest in net income	64		126
Limited partners' interest in net income	$ 4,091	$ 4,924	$ 7,349	$ 14,150
Net income per common and subordinated unit-basic	$ 0.210	$ 0.330	$ 0.390	$ 0.940
Net income per common and subordinated unit-diluted	$ 0.210	$ 0.330	$ 0.390	$ 0.940
Weighted average limited partners' units outstanding
Common units - basic	11,824,203	7,526,044	11,380,612	7,525,983
Common units - diluted	11,834,098	7,526,044	11,445,390	7,525,983
Subordinated units - basic and diluted	7,525,000	7,525,000	7,525,000	7,525,000

Condensed Consolidated Statements of Equity and Comprehensive Income - 9 months ended Sep. 30, 2014 - USD ($) $ in Thousands	Total	Limited Partners' Interest Common Units-Public [Member]	Limited Partners' Interest Common Units-Affiliates [Member]	Limited Partners' Interest Subordinated Units-Affiliates [Member]	Incentive Distribution Rights [Member]	Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2013	$ 94,671	$ 211,544	$ (42,885)	$ (73,988)
Beginning Balance (in Units) at Dec. 31, 2013		10,472,348	625,000	7,525,000
Equity-based director compensation	113	$ 113
Equity-based director compensation (in Units)		4,172
Vesting of incentive awards, net of units withheld for taxes	2,503	$ 2,503
Vesting of incentive awards, net of units withheld for taxes (in Units)		92,683
Proceeds of equity offering and overallotment exercise, net of issuance costs	135,032	$ 135,032
Proceeds of equity offering and overallotment exercise, net of issuance costs ( in Units)		4,140,000
Net income and comprehensive income	7,483	$ 4,181	$ 243	$ 2,925	$ 126	$ 8
Distributions paid	(29,103)	(16,356)	(967)	(11,645)	$ (126)	(9)
Ending Balance at Sep. 30, 2014	$ 210,699	$ 337,017	$ (43,609)	$ (82,708)		$ (1)
Ending Balance (in Units) at Sep. 30, 2014		14,709,203	625,000	7,525,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash Flows From Operating Activities
Net income	$ 7,483	$ 14,150
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
Depreciation and amortization	21,518	14,915
Accretion of interest on asset retirement obligations	87	39
Amortization of deferred financing fees	2,386	2,013
Amortization of (above) below market leases, net	(81)	105
Provision for losses on doubtful accounts	204	90
Deferred income taxes	(4,668)	(1,096)
Equity-based incentive compensation expense	3,572	2,223
Equity-based director compensation expense	303	21
Gains on sales of assets, net	(1,484)	(47)
Gain on settlement of capital lease obligations	(325)	(272)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(5,701)	(642)
Accounts receivable from affiliates	(2,358)	(4,651)
Inventory	954	(1,829)
Environmental indemnification asset	(248)	(212)
Other current assets	(1,441)	(140)
Other assets	(1,882)	161
Accounts payable	(12,254)	4,910
Motor fuel taxes payable	2,254	(2,482)
Environmental liability	248	217
Accrued expenses and other current liabilities	(74)	1,217
Other long-term liabilities	(62)	(1,433)
Net cash provided by operating activities	8,431	27,257
Cash Flows From Investing Activities
Proceeds from sale of property and equipment		2,210
Proceeds from divestiture of lubricants business	10,001
Purchases of property and equipment	(8,797)	(5,249)
Principal payments received on notes receivable	2,141	48
Cash paid in connection with acquisitions, net of cash acquired	(109,741)	(30,424)
Net cash used in investing activities	(106,396)	(33,415)
Cash Flows From Financing Activities
(Repayments) proceeds under the revolving credit facility	(775)	32,292
Repayment of long term debt	(38)
Repayment of lease financing obligations	(1,920)	(6,649)
Payment of deferred financing fees	(4,565)	(408)
Payment to affiliate for commission sites		(3,508)
Advances to Zimri Holdings, LLC	(4,481)
Advances repaid by Zimri Holdings, LLC	2,969
Advances to from affiliates		(1,720)
Proceeds from issuance of common units, net of issuance costs	135,032
Distributions paid to holders of incentive distribution rights	(126)
Distributions paid to noncontrolling interests	(9)
Distributions paid on common and subordinated units	(28,968)	(18,435)
Net cash provided by financing activities	97,119	1,572
Net decrease in cash and cash equivalents	(846)	(4,586)
Cash and Cash Equivalents
Beginning of period	4,115	4,768
End of period	3,269	182
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	10,798	8,289
Cash paid for income taxes	556	663
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Sales of property and equipment in Section 1031 like-kind exchange transaction	(4,670)
Removal of property and equipment and capital lease obligation for sites terminated from Getty lease	$ (1,359)	(1,778)
Lessor direct costs incurred and deferred rent income recorded related to lease transaction between affiliate and unrelated third-party		1,700
Issuance of note payable in connection with purchase of sites		1,000
Reassessment of asset retirement obligations		319
Issuance of note payable in connection with Rocky Top acquisition		$ 26,250

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Organization and Basis of Presentation

1. Organization and Basis of Presentation

CrossAmerica Partners LP (formerly Lehigh Gas Partners LP) (the “Partnership”) engages in:

•

the wholesale distribution of motor fuels (generally using unrelated third party transportation service providers) to sub-wholesalers, independent dealers, lessee dealers and Lehigh Gas—Ohio, LLC, an affiliate (“LGO”);

•

the retail distribution of motor fuels to end customers at sites operated by commission agents;

•

the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rent income from the lease or sublease of the sites to third parties or LGO; and

•

the operation of convenience stores and branded, quick-service restaurants.

The Partnership’s primary operations are conducted by the following consolidated, wholly-owned subsidiaries:

•

Lehigh Gas Wholesale LLC (“LGW”), which distributes motor fuels on a wholesale basis;

•

LGP Realty Holdings LP (“LGPR”), which functions as the real property holding company of the Partnership; and

•

Lehigh Gas Wholesale Services, Inc. (“LGWS”), 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 LGO). LGWS also distributes motor fuels on a retail basis to end customers at commission sites and, effective April 30, 2014, Petroleum Marketers, Inc. (“PMI”), a subsidiary of LGWS, operates convenience stores and branded quick-service restaurants.

LGO is an operator of retail motor fuel stations that purchases all of its motor fuel requirements from the Partnership on a wholesale basis in accordance with the Petroleum Marketing Practices Act (“PMPA”) Franchise Agreement between LGO and LGW. LGO also leases motor fuel stations from the Partnership in accordance with a master lease agreement between LGO and 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 18.

The Partnership was founded in 2012 and completed its initial public offering (“IPO”) on October 30, 2012. In connection with the IPO, Dunne Manning Inc. and its subsidiaries and affiliates, formerly known as Lehigh Gas Corporation (“DMI”), contributed a part of their business, which we refer to as the “Predecessor Entity,” to the Partnership.

On October 1, 2014, the Partnership and CST Brands, Inc. (together with its affiliates, “CST”) announced the consummation of the previously announced sale to CST of the Partnership’s General Partner, Lehigh Gas GP LLC (the “General Partner”), from DMI, an entity wholly owned by the 2004 Irrevocable Trust of Joseph V. Topper, Sr. (the “Topper Trust”) for which Joseph V. Topper, Jr. is the trustee, and all of the membership interests in limited liability companies formed by trusts for which each of Mr. Topper and John B. Reilly, III serves as trustee, which limited liability companies own all of the incentive distribution rights (“IDRs”) (the “General Partner Acquisition”). CST is one of the largest independent retailers of motor fuels and convenience merchandise in North America.

The General Partner manages the operations and activities of the Partnership. The Partnership is managed and operated by the board of directors and executive officers of the General Partner. As a result of the consummation of the General Partner Acquisition, CST controls the General Partner and has the right to appoint all members of the board of directors of the General Partner.

Immediately following the consummation of the General Partner Acquisition, the Partnership changed its name to “CrossAmerica Partners LP” and began trading on the New York Stock Exchange under the symbol CAPL.

See Note 20 for additional information.

Interim Financial Statements

The accompanying interim condensed consolidated 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, 2013, 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 September 30, 2014, and the results of its operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or any other future periods. The balance sheet as of December 31, 2013, was derived from the consolidated financial statements for the year ended December 31, 2013. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the Securities and Exchange Commission’s (“SEC”) rules and regulations for interim financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the corresponding audited consolidated financial statements and accompanying notes for the year ended December 31, 2013, included in the Partnership’s Annual Report on Form 10-K, filed with the SEC.

Reclassifications

Certain reclassifications were made to prior period amounts to conform to the current year presentation. These reclassifications had no impact on net income or equity for any periods.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2014
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Revenue Recognition Revenues from wholesale fuel sales are recognized when fuel is delivered to the customer. Revenues from retail fuel sales are recognized when fuel is sold to the customer. Substantially all revenues from fuel sales are from sales of gasoline, with the remainder comprised of diesel and other products. Revenues from leasing arrangements in which the Partnership is the lessor are recognized ratably over the term of the underlying lease. Retail food and merchandise sales are recognized net of applicable provisions for discounts and allowances upon delivery, generally at the point of sale. Inventory Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or market using the first-in, first-out method. No provision for potentially obsolete or slow-moving inventory has been made. The Partnership records inventory from the time of the purchase of motor fuels from third party suppliers until the retail sale to the end customer. Food and merchandise inventory is valued at the lower of cost or market using the first-in, first-out method. Asset Retirement Obligations The Partnership is obligated by contractual or regulatory requirements or contingently obligated at the discretion of the lessor to remove certain equipment, such as underground gasoline storage tanks, or perform other remediation upon retirement of certain assets at sites at which the Partnership is the lessee. Certain states statutorily require removal of the underground storage tanks at a certain point in time. An asset retirement obligation is recognized in the period incurred, which is generally either at the time of lease inception or at the time a decision is made to close a site. Determination of the amounts recognized is based on numerous estimates and assumptions, including expected settlement dates and probability of occurrence, future retirement costs, future inflation rates and credit-adjusted risk-free rates. The Partnership’s asset retirement obligations, which are primarily included in other long-term liabilities in the balance sheets, totaled $2.0 million and $2.2 million at September 30, 2014 and December 31, 2013, respectively. Asset Impairment The Partnership reviews long-lived assets, including property and equipment and intangible assets other than goodwill, for impairment when events or changes in circumstances indicate the carrying amount of the long-lived asset (group) might not be recoverable in accordance with ASC 360, “Impairment or Disposal of Long-Lived Assets.” Such events and circumstances include, among other factors: operating losses; market value declines; changes in the expected physical life of an asset; changes in business plans or those of major customers, suppliers or other business partners; changes in competition and competitive practices; uncertainties associated with the U.S. and world economies; changes in the expected level of capital, operating or environmental remediation expenditures; and changes in governmental regulations or actions. The impairment evaluation is initially based on the projected undiscounted cash flows of the asset (group), including residual value upon eventual disposition. If the projected undiscounted cash flows of the asset (group) are less than its carrying value, the impairment loss is measured by comparing the present value of the future cash flows associated with the asset (group) to its carrying value and is recorded at that time. New Accounting Guidance *Discontinued Operations* In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of an Entity, which revises the criteria to qualify as a discontinued operation and requires new disclosures. Under this guidance, a discontinued operation is (1) a component of an entity or group of components that has been disposed of or classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (2) an acquired business that is classified as held for sale on the date of acquisition. This guidance also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. The Partnership disposes of individual sites or groups of sites from time to time that generally do not represent a strategic shift and generally do not have a major effect on operations or financial results. As a result of this new guidance, these disposals will generally not meet the criteria for recognition as a discontinued operation. The Partnership has early adopted this guidance on a prospective basis effective January 1, 2014. *Revenue Recognition* In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard under U.S. GAAP and International Financial Reporting Standards. Specifically, the core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance is effective January 1, 2017, and provides for modified retrospective transition. Management is currently evaluating the impact of adopting this guidance.

Acquisitions

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

PMI Acquisition

On April 28, 2014, the Partnership exercised an option (“Option”) to purchase 100% of the membership interests of Pinehurst Petroleum, LLC (“Pinehurst”) from Joseph L. Smith III and John A. Kopfer, Jr. (“Smith/Kopfer”) for $4.0 million. Pinehurst’s sole asset was an Agreement and Plan of Merger among Pinehurst, PMI Merger Sub, Inc., a wholly-owned subsidiary of Pinehurst (“Sub”), Petroleum Marketers, Incorporated, (“PMI”), Petroleum Marketers, Incorporated Employee Stock Ownership Trust and Ronald R. Hare, in his capacity as representative (the “Merger Agreement”) pursuant to which Pinehurst agreed to acquire all of the shares of PMI for $73.5 million inclusive of an adjustment for working capital, through the merger (the “Merger”) of Sub and PMI. Under the terms of the Merger Agreement, the stockholders of PMI agreed to escrow $5.0 million for 25 months after the closing date to secure the indemnity provisions contained in the Merger Agreement for the benefit of Pinehurst. The Merger Agreement also contains customary representations, warranties, agreements and obligations of the parties, and termination, closing conditions and indemnity provisions. The transaction was funded with borrowings under the Partnership’s Credit Facility. On April 30, 2014, pursuant to the Option, the Partnership purchased all of the equity interests of Pinehurst ($1.0 million of the consideration has been included in accrued expenses and other current liabilities at September 30, 2014). Subsequent to such purchase, the Merger became effective and, as a result, the Partnership became the owner of PMI. The exercise of the Option and the Merger is referred to as the PMI Transaction.

The acquisition augmented the Partnership’s presence in Virginia and complements the existing Tennessee operations. PMI operates two primary lines of business: convenience stores and petroleum products distribution. In its convenience store business, PMI operates 87 convenience stores and nine co-located branded quick service restaurants located in Virginia and West Virginia. The convenience stores distribute primarily branded fuel and operate under PMI’s own proprietary convenience store brand, “Stop in Food Stores.” The petroleum products business distributes motor fuels and other petroleum products to customers throughout Virginia, West Virginia, Tennessee and North Carolina.

On May, 1, 2014, immediately subsequent to the effectiveness of the Merger, the Partnership caused PMI to divest its lubricants business (the “Lubricants Business”) to Zimri Holdings, LLC (“Zimri”), an entity owned by Smith/Kopfer for the sum of $14.0 million pursuant to an Asset Purchase Agreement (“APA”) between PMI and Zimri. The APA contains customary representations, warranties, agreements and obligations of the parties, as well as indemnity provisions. A trust controlled by Joseph V. Topper, Jr, Chairman and CEO of the general partner of the Partnership at the time, financed the purchase of the Lubricants Business by Zimri pursuant to a loan to Zimri. The financing by Mr. Topper’s trust was approved by the former Conflicts Committee of the board of directors of the general partner of the Partnership.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date, the fair value of the net assets divested as part of the Lubricants Business and the preliminary fair values of the assets acquired and liabilities assumed net of the divestiture (in thousands):


	Preliminary Purchase Price Allocation		Divestiture of Lubricants Business		Preliminary Purchase Price Allocation net of Divestiture
Accounts receivable	$	21,368	$	2,038	$	19,330
Inventory		19,040		6,157		12,883
Other current assets		2,903		5		2,898
Property and equipment		48,770		4,437		44,333
Intangible assets		15,000		—		15,000
Other noncurrent assets		210		—		210

Total identifiable assets		107,291		12,637		94,654
Accounts payable		36,310		2,864		35,446
Motor fuel taxes payable		303		—		303
Accrued expenses and other current liabilities		2,371		—		2,371
Deferred tax liabilities		18,787		—		18,787

Net identifiable assets		49,520		9,773		39,747
Goodwill		23,996		4,227		19,769

Net assets	$	73,516	$	14,000	$	59,516

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

The above fair values of assets and liabilities acquired are provisional and based on information that was available as of the acquisition date. The Partnership believes the information provides a reasonable basis for estimating the fair values. The purchase price allocation is preliminary pending a final valuation of the assets and liabilities, including a final valuation of property and equipment, intangible assets and the impact of income taxes. 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 accounting for the transaction as soon as practicable, but no later than one year from the acquisition date.

The fair value of land, buildings, and equipment was based on 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.

The $15.0 million fair value of the wholesale fuel supply agreements was based on 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 supply agreements over their estimated remaining useful life, using probability-weighted cash flows, generally assumed to extend through the term of the wholesale fuel supply contracts, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized on a straight-line basis over an estimated useful life of approximately 10 years.

Goodwill recorded is primarily attributable to the deferred tax liabilities arising from the application of purchase accounting.

Aggregate incremental revenues since the closing of the PMI Transaction included in the Partnership’s statement of operations were $246.9 million and $420.7 million for the three and nine months ended September 30, 2014, respectively.

The following is unaudited pro forma information related to the PMI acquisition as if the transaction had occurred on January 1, 2013 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Total revenues	$	832,742	$	761,603	$	2,348,746	$	2,229,580
Net income		4,163		4,142		5,740		11,247

Atlas Acquisition

On May 19, 2014, the Partnership completed its acquisition of 52 wholesale supply contracts, one sub-wholesaler contract, nine fee sites, six leasehold sites and certain other assets from affiliates of Atlas Oil Company (“Atlas”) for $34.0 million. In addition, the Partnership acquired certain short-term notes receivable associated with the wholesale supply and commission marketing contracts for $5.2 million, bringing total consideration to $39.2 million, subject to closing adjustments. The transaction was funded by borrowings under the Partnership’s Credit Facility and $4.0 million of proceeds from the sale of the Lubricants Business that were directed to an escrow agent as part of a Section 1031 like-kind exchange.

These assets are located in the Chicago, Illinois area and are branded BP. The wholesale supply contracts have a remaining average term of 15 years and the fee or leasehold sites are currently leased to third party commission agents. The short-term notes receivable relate to previously negotiated purchase agreements of certain sites by the dealers occupying the locations. All of the notes receivable relate to sites supplied under contracts acquired in this transaction. The notes receivable have a weighted average maturity of June 2015.

In connection with the acquisition, Sam Simon, Chairman and Chief Executive Officer of Atlas Oil Company, entered into a non-compete agreement that generally restricts him and entities controlled by him from (a) engaging in the wholesale distribution of motor fuel or owning or operating a retail motor fuel facility and/or convenience store within certain territories for one year after the closing date, and (b) constructing any new retail motor fuel facility and/or convenience stores within certain territories for five years after the closing date.

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


	Preliminary Purchase Price Allocation		Cumulative Adjustments			Adjusted Preliminary Purchase Price Allocation
Inventory	$	280	$	—		$	280
Property and equipment		21,735		(2,775	)		18,960
Intangible assets		15,043		3,508			18,551
Other noncurrent assets		5,170		17			5,187

Total identifiable assets		42,228		750			42,978
Accrued expenses and other current liabilities		1,111		77			1,188
Deferred tax liabilities		—		975			975
Other noncurrent liabilities		932		1,260			2,192

Net identifiable assets		40,185		(1,562	)		38,623
Goodwill		–		600			600

Net assets	$	40,185	$	(962	)	$	39,223

The approximate $15.4 million fair value of the wholesale fuel supply agreements was based on 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 supply agreements over their estimated remaining useful life, using probability-weighted cash flows, generally assumed to extend through the term of the wholesale fuel supply contracts, and using discount rates considered appropriate given the inherent risks associated with this type of agreement. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized on an accelerated basis over an estimated useful life of approximately 10 years.

The approximate $2.2 million fair value of the wholesale fuel distribution rights was based on 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.

The approximate $0.6 million fair value of the covenant not to compete was based on an income approach, with the fair value estimated to be the difference between the present value of after-tax cash flows with and without the covenant not to compete in place, 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 covenant not to compete intangible asset is being amortized on a straight-line basis over a 5-year period.

The approximate $0.4 million fair value of the discount related to lease agreements with below average market value and the $1.3 million fair value of the discount related to lease agreements with above average market value were based on 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 revenues for the acquisition since the acquisition date included in the Partnership’s statements of operations were $60.7 million and $89.1 million for the three and nine months ended September 30, 2014, respectively.

Acquisition Costs

Acquisition costs totaled $0.1 million and $0.4 million for the three months ended September 30, 2014 and 2013 and $6.1 million and $1.0 million for the nine months ended September 30, 2014 and 2013, respectively. Such costs are included in selling, general and administrative expenses.

- 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).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

+ Details

Assets Held for Sale

9 Months Ended

Sep. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

4. Assets Held for Sale

The Partnership classified five and two sites as held for sale at September 30, 2014, and December 31, 2013, respectively. These assets were classified as held for sale at September 30, 2014, as they did not fit the Partnership’s strategy and are expected to be sold in 2014. Assets held for sale were as follows (in thousands):


	September 30, 2014			December 31, 2013
Land	$	1,844		$	932
Buildings and improvements		853			543
Equipment and other		875			299

Property and equipment, at cost		3,572			1,774

Accumulated depreciation and amortization		(982	)		(446	)

Assets held for sale	$	2,590		$	1,328

- 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).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 45
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

+ Details

Inventory

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Inventory

5. Inventory

As noted previously, as a result of the PMI Transaction, the Partnership began recording food and merchandise inventory as well as motor fuel inventory at the sites it operates. Inventory consisted of the following (in thousands):


	September 30, 2014		December 31, 2013
Motor fuel inventory
Gasoline	$	5,044	$	1,901
Diesel		2,087		240
Other		522		—

Total motor fuel inventory		7,653		2,141
Food and merchandise inventory		6,697		—

Inventory	$	14,350	$	2,141

Property and Equipment

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

6. Property and Equipment

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


	September 30, 2014			December 31, 2013
Land	$	147,120		$	122,126
Buildings and improvements		154,398			124,479
Leasehold improvements		9,811			7,437
Equipment and other		87,104			76,236

Property and equipment in service, at cost		398,433			330,278
Accumulated depreciation and amortization		(57,589	)		(43,808	)

Property and equipment in service, net		340,844			286,470
Construction in progress		3,352			2,259

Property and equipment, net	$	344,196		$	288,729

Depreciation expense, including amortization of assets recorded under sale-leasebacks and capital lease obligations, was $6.0 million and $4.1 million for the three months ended September 30, 2014 and 2013, and $15.4 million and $11.7 million for the nine months ended September 30, 2014 and 2013, respectively.

In addition to the business combinations discussed in Note 3, the following asset purchases and divestitures occurred in the nine months ended September 30, 2014 and 2013:

•

The Partnership sold two sites during the nine months ended September 30, 2014, resulting in a gain of $1.5 million.

•

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 note payable.

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Changes in goodwill consisted of the following (in thousands):


Balance at December 31, 2013	$	9,324
Goodwill from acquisitions		24,619
Goodwill associated with divestiture of Lubricants Business		(4,227	)

Balance at September 30, 2014	$	29,716

No impairment losses have been recorded to goodwill. See Note 3 for additional information on the acquisitions.

Intangible assets other than goodwill consisted of the following (in thousands):


	September 30, 2014						December 31, 2013
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply agreements	$	56,145	$	12,477	$	43,668	$	25,736	$	9,059	$	16,677
Wholesale fuel distribution rights		28,360		4,336		24,024		26,180		2,282		23,898
Trademarks		634		300		334		634		78		556
Covenant not to compete		3,228		719		2,509		2,676		253		2,423
Below market leases		5,171		2,051		3,120		4,761		1,310		3,451

Total	$	93,538	$	19,883	$	73,655	$	59,987	$	12,982	$	47,005

The aggregate amortization expense, including amortization of above and below market lease intangible assets which is classified as rent expense, was $2.4 million and $1.1 million for the three months ended September 30, 2014 and 2013 and $6.1 million and $3.2 million for the nine months ended September 30, 2014 and 2013, respectively.

See Note 3 for additional information on the acquisitions.

- 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

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2014

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

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


	September 30, 2014		December 31, 2013
Interest expense	$	161	$	444
Professional fees		1,094		1,365
Equity-based incentive compensation (Note 15)		2,825		3,141
Taxes other than income		2,066		1,169
Management fees payable to affiliates		1,872		139
Acquisition costs		1,000		—
Other		4,021		1,750

Total accrued expenses and other current liabilities	$	13,039	$	8,008

Debt

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt

9. Debt

Debt outstanding was as follows (in thousands):


	September 30, 2014		December 31, 2013
Revolving credit facility	$	145,555	$	146,330
Financing associated with Rocky Top acquisition		26,250		26,250
Note payable		942		980

Total		172,747		173,560
Current portion		26,302		51

Long-term debt	$	146,445	$	173,509

Credit Facility

In March 2014, the Partnership entered into an amended and restated credit agreement, which was amended and restated on September 30, 2014 (the “Credit Facility”). The Credit Facility is a senior secured revolving credit facility maturing on March 4, 2019, with a total borrowing capacity of $550.0 million, under which swing-line loans may be drawn up to $10.0 million and standby letters of credit may be issued up to an aggregate of $45.0 million. The Credit Facility may be increased, from time to time, upon the Partnership’s written request, subject to certain conditions, up to an additional $100.0 million. All obligations under the Credit Facility are secured by substantially all of the assets of the Partnership and its subsidiaries. The notional amount of availability at September 30, 2014, was $388.1 million. As a result of the composition of lenders changing with this amendment, deferred financing costs of $0.3 million were written off during the three months ended September 30, 2014.

Borrowings under the Credit Facility bear interest, at the Partnership’s option, at (1) a rate equal to the London Interbank Offering Rate (“LIBOR”), for interest periods of one week or one, two, three or six months, plus a margin of 2.00% to 3.25% per annum, depending on the Partnership’s total 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 1.00% to 2.25% per annum depending on the Partnership’s total leverage ratio. In addition, the Partnership incurs a commitment fee based on the unused portion of the revolving credit facility at a rate of 0.35% to 0.50% per annum depending on the Partnership’s total leverage ratio. The weighted-average interest rate on outstanding borrowings at September 30, 2014, was 3.5%. Letters of credit outstanding at September 30, 2014, and December 31, 2013, totaled $16.4 million and $12.3 million, respectively.

The Partnership is required to comply with certain financial covenants under the Credit Facility. Effective July 2, 2014, the Partnership is required to maintain a total leverage ratio (as defined) for the most recently completed four fiscal quarters of less than or equal to 5.50:1.00 for the period of April 1, 2014, through September 30, 2014; and 5.00:1.00 for the period of October 1, 2014, through December 31, 2014, and 4.50:1.00 for periods thereafter, except for periods following a material acquisition. However, if an offering of Equity Interests (as defined) in the Partnership occurs after July 2, 2014, but prior to December 31, 2014, the total leverage ratio shall not exceed 4.50:1.00 for the fiscal quarter ending December 31, 2014; and the total leverage ratio shall not exceed 5.00:1.00 for the first two full fiscal quarters following the closing of a material acquisition or 5.50 : 1:00 upon the issuance of Qualified Senior Notes (as defined) in the aggregate principal amount of $175.0 million or greater. The Partnership is also required to maintain a senior leverage ratio (as defined) after the issuance of Qualified Senior Notes of $175.0 million or greater of less than or equal to 3.00:1.00 and a consolidated interest coverage ratio (as defined) of at least 2.75 to 1.00.

The Credit Facility prohibits the Partnership from making distributions to its unitholders if any potential default or event of default occurs or would result from the distribution, or the Partnership is not in compliance with its financial covenants. 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.

Operating Leases

9 Months Ended

Sep. 30, 2014

Leases [Abstract]

Operating Leases

10. Operating Leases

Operating Leases of Sites as Lessee

The Partnership leases sites from third parties under certain non-cancelable operating leases that expire from time to time through 2028.

The future minimum lease payments under operating leases as of September 30, 2014, were as follows (in thousands):


Remaining in 2014	$	5,880
2015		17,814
2016		15,577
2017		14,037
2018		12,188
Thereafter		69,938

Total future minimum lease payments	$	135,434

The future minimum lease payments presented above do not include contingent rent based on future inflation, future revenues or volumes, or amounts that may be paid as reimbursements for certain operating costs incurred by the lessor. Most lease agreements include provisions for renewals.

Getty Lease

In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty. Pursuant to the lease, the Predecessor Entity leased 105 gas station sites in Massachusetts, New Hampshire and Maine (the “New England Sites”). The lease was assigned to the Partnership in November 2012 and has been amended to add an additional 25 sites in New Jersey and one site in Delaware and one site in Maryland. The Partnership pays fixed rent, which increases 1.5% per year. In addition, the lease requires contingent rent payments based on gallons of fuel sold. During the initial three years of the lease, the Partnership is required to make capital expenditures of at least $4.3 million plus $0.01 per gallon of fuel sold at the New England Sites. However, the Partnership is entitled to a rent credit equal to 50% of the capital expenditures up to a maximum of $2.1 million. During the initial 3.5 years of the lease, the Partnership is required to make capital expenditures of at least $1.0 million at the New Jersey sites.

Because the fair value of the land at lease inception was estimated to represent more than 25.0% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. As such, future minimum lease payments are included in both the lease financing obligations and operating lease tables above.

Through September 30, 2014, eight sites have been terminated from the lease and the Partnership notified Getty of its intent to terminate six additional sites from the lease. Any property and equipment or lease financing obligations associated with these sites were removed from the balance sheet, which resulted in a gain of $0.2 million and $0.3 million for the three months ended September 30, 2014 and 2013 and $0.3 million and $0.3 million for the nine months ended September 30, 2014 and 2013, respectively, which is classified as a reduction of rent expense.

Operating Leases of Sites as Lessor

Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2028.

The future minimum lease payments under non-cancelable operating leases with third parties and operating leases with LGO as of September 30, 2014, were as follows (in thousands):


	Third Parties		LGO		Total
Remaining in 2014	$	5,053	$	3,194	$	8,247
2015		16,338		12,881		29,219
2016		13,110		13,074		26,184
2017		8,533		13,271		21,804
2018		6,049		13,470		19,519
Thereafter		22,459		132,671		155,130

Total future minimum lease payments	$	71,542	$	188,561	$	260,103

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

On May 28, 2014, the Partnership entered into a Master Lease Agreement (the “Lease”) with LGO, with an effective date of June 1, 2014 which consolidated all of the individual leases then in effect into a single master lease. The terms and conditions of the Lease are substantially identical to the existing individual leases except as follows: the Partnership’s right to terminate each lease was deleted, and in its place, each party has the right to either sever, in the case of LGO, up to 7.0% of the leased premises each year, or recapture, in the case of the Partnership, up to 5.0% of the leased premises each year from the Lease at any time prior to the fifth anniversary of the commencement date (as defined) for such leased premises. Each party’s right is cumulative in that if a party does not sever or recapture, as applicable, the full amount of leased premises for which it has rights, then the non-utilized amount may be carried forward into subsequent years. The Lease was approved by the former Conflicts Committee of the general partner of the Partnership.

- Definition

Tabular disclosure of a lessee's leasing arrangements including: (1) the basis on which contingent rental payments are determined, (2) the existence and terms of renewal or purchase options and escalation clauses, (3) restrictions imposed by lease arrangements, such as those concerning dividends, additional debt, and further leasing, (4) rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions. Disclosure may also include the specific period used to amortize material leasehold improvements made at the inception of the lease or during the lease term. Additionally, for operating leases having initial or remaining noncancelable lease terms in excess of one year: (a) future minimum rental payments required as of the date of the latest balance sheet presented, in the aggregate and for each of the five succeeding fiscal years, (b) the total of minimum rentals to be received in the future under noncancelable subleases as of the date of the latest balance sheet presented, and (c) for all operating leases, rental expense for each period for which an income statement is presented, with separate amounts for minimum rentals, contingent rentals, and sublease rentals. Rental payments under leases with terms of a month or less that were not renewed need not be included.

+ References + Details

Environmental Matters

9 Months Ended

Sep. 30, 2014

Environmental Remediation Obligations [Abstract]

Environmental Matters

11. Environmental Matters

The Partnership currently owns or leases sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, 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/or escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which the Partnership will, assume liability for existing environmental conditions.

The table below presents a rollforward of the Partnership’s environmental liability for the nine months ended September 30, 2014 and 2013, (in thousands):


	2014			2013
Beginning balance	$	1,238		$	1,177
Liabilities assumed in acquisitions		150			—
Changes in estimates for previously incurred losses		330			506
Payments		(232	)		(289	)

Ending balance		1,486			1,394
Current portion		601			424

Long-term portion	$	885		$	970

At September 30, 2014, the Partnership was indemnified by third-party escrow funds, state funds or insurance totaling $1.5 million, which were 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 liabilities were 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 the Predecessor Entities (see the Annual Report on Form 10-K for the year ended December 31, 2013, for additional discussion of the Predecessor Entities). Under the Amended and Restated Omnibus Agreement among the Partnership, DMI, LGO, Mr. Topper, and CST (the “Omnibus Agreement”), 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 IPO for contributed sites. Certain of the Predecessor Entities are beneficiaries 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 were identified as having existing environmental liabilities that are not covered by escrow accounts, state funds or insurance policies. For more information on the Omnibus Agreement, see Note 20.

The table below presents a rollforward of the Predecessor Entities’ environmental liability for the nine months ended September 30, 2014, (in thousands):


	2014
Beginning balance	$	18,259
Changes in estimates for previously incurred losses		(627	)
Payments		(2,305	)

Ending balance	$	15,327

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


	September 30, 2014		December 31, 2013
Third-party escrows	$	5,354	$	6,707
State funds		2,569		3,210
Insurance coverage		5,178		5,460

Total indemnification assets	$	13,101	$	15,377

Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. Commitments and Contingencies

Purchase Commitments

The future minimum volume purchase requirements under the existing supply agreements are approximate gallons, with a purchase price at prevailing market rates for wholesale distribution. The following provides total future minimum volume purchase requirements (in thousands of gallons) for the following years:


Remaining in 2014			103,357
2015			377,130
2016			316,979
2017			256,755
2018			242,089
Thereafter			2,540,753

Total			3,837,063

In the event the Partnership fails to purchase the required minimum volume during any given contract year, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are generally termination of the supply agreement and, in some instances to a lesser extent, a financial penalty per gallon based on the volume shortfall for the given year.

Legal Matters

In the normal course of business, the Partnership has and may become involved in legal actions relating to the ownership and operation of its 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 maintains 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 it 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 Matters

See Note 11 for a discussion of the Partnership and the Predecessor Entity’s environmental liabilities.

Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

13. Fair Value Measurements

The Partnership measures and reports 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 2014 or 2013.

As further discussed in Note 15, the Partnership has accrued for phantom units and profits interests granted as a liability and adjusts that liability on a recurring basis based on the market price of the Partnership’s common units each balance sheet date. Such fair value measurements are deemed Level 1 measurements.

Financial Instruments

The fair value of the Partnership’s accounts receivable and accounts payable approximated their carrying values as of September 30, 2014, and December 31, 2013, due to the short-term maturity of these instruments. The fair value of the Partnership’s long-term debt approximated its carrying value as of September 30, 2014, and December 31, 2013, due to the frequency with which interest rates are reset based on changes in prevailing interest rates. The fair value of debt, classified as a Level 2 measurement, was estimated using an income approach by discounting future cash flows at estimated current cost of funding rates, which incorporate the credit risk of the Partnership.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Partners' Capital	9 Months Ended
Partners' Capital	Sep. 30, 2014
Equity [Abstract]
Partners' Capital	14. Partners’ Capital In March 2014, the Partnership issued 4,172 common units to certain members of the board of directors of the Partnership’s General Partner as part of their 2013 compensation. In March 2014, 92,683 common units were issued (net of units withheld for income taxes) to employees of DMI as a result of the vesting of phantom units (see Note 15 for additional information). In September 2014, the Partnership issued 4,140,000 common units, inclusive of the underwriter’s over-allotment option, for $33.99 per unit, resulting in proceeds of $135.0 million, net of underwriting discounts and commissions and offering expenses. The Partnership used the proceeds to reduce indebtedness outstanding under its Credit Facility. See Note 20 for a discussion of the issuance of units as a result of accelerated vesting of equity-based incentive compensation awards upon the change in control in October 2014.

Equity-Based Incentive Compensation

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity-Based Incentive Compensation

15. Equity-Based Incentive Compensation

In connection with the IPO, 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 DMI, 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, profits interests, 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.

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

In March 2014, the Partnership contributed its investments in its operating subsidiaries and certain other assets and liabilities to LGP Operations LLC (“LGP Operations”), a wholly-owned subsidiary of the Partnership. Also in March 2014, LGP Operations granted profits interests to certain employees of DMI, which are represented by Class B Units in LGP Operations. Upon vesting, Class B Unitholders will be entitled to receive cash distributions proportionate to those received by common unitholders. Class B Units are redeemable two years after they were granted, subject to certain limitations, for cash or common units at the discretion of the board of directors of the General Partner.

Because the Class B Units are an interest in the equity of LGP Operations, they represent a noncontrolling interest from the perspective of the Partnership. As such, the Class B Units are presented as a noncontrolling interest on the balance sheet and the Class B Unitholders’ interest in the net income of LGP Operations is presented as net income attributable to noncontrolling interests on the statement of operations.

Awards to Employees of Affiliates

The following is a summary of the award activity for the nine months ended September 30, 2014.


	Phantom Units			Profits Interests
Non-vested at beginning of period		433,373			—
Granted		35,137			18,689
Forfeited		(4,829	)		—
Vested (a)		(143,954	)		—

Non-vested at end of period		319,727			18,689

(a)	Of the phantom units that vested during the nine months ended September 30, 2014, 51,271 common units were withheld for taxes.

Awards vest 33.0% on March 15 of the year following the year of grant, 33.0% on March 15 of the second year following the year of grant, and 34.0% on March 15 of the third year following the year of grant.

The fair value of the non-vested awards outstanding at September 30, 2014, was $11.5 million. Compensation expense for the three months ended September 30, 2014 and 2013 was $1.6 million and $1.2 million, and for the nine months ended September 30, 2014 and 2013 was $3.6 million and $2.2 million, respectively. Unrecognized compensation expense related to the non-vested awards is expected to be recognized over a weighted average period of 1.6 years.

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

Because the Partnership grants awards to employees of DMI, and because the grants may be settled in cash, the grants are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the balance sheet.

See Note 20 for a discussion of the accelerated vesting of equity-based incentive compensation awards upon the change in control of the General Partner in October 2014 and the October 2014 grant of phantom units.

Awards to Members of the Board of Directors

During the nine months ended September 30, 2014, the Partnership also granted the following awards to members of the board of directors of the General Partner as a portion of director compensation:


Year of service	2013	2014	2014
Type of Award	Profits Interests	Phantom Units	Profits Interests
Vesting	100% upon grant	100% on March 15, 2015	100% on March 15, 2015
Number of Awards	5,948	2,045	9,481

The fair value of the non-vested awards outstanding at September 30, 2014, was $0.4 million. Unrecognized compensation expense related to the non-vested awards is expected to be recognized through December 31, 2014.

See Note 20 for a discussion of the accelerated vesting of equity-based incentive compensation awards upon the change in control in October 2014 and the approval of a grant of phantom units that will occur in November 2014.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Income Taxes	16. Income Taxes As a limited partnership, the Partnership is not subject to federal and state income taxes. Income tax attributable to the Partnership’s taxable income, which may differ significantly from income for financial statement purposes, is assessed at the individual level of the unitholder. The Partnership is subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10.0% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, the Partnership would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period. Certain activities that generate non-qualifying income are conducted through the Partnership’s wholly owned taxable corporate subsidiary, LGWS. Current and deferred income taxes are recognized on the earnings of LGWS. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. As a result of the recognition of net deferred tax liabilities associated with the preliminary purchase price allocation related to the acquisition of PMI, the Partnership released $5.2 million of its valuation allowance against deferred tax assets in the second quarter of 2014. Since the purchase price allocation is preliminary, such release is subject to change and such change could be material. Further, 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 remaining $1.9 million 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. The valuation allowance release was partially offset by the impact of certain nondeductible acquisition costs and the taxable gain on the sale of the Lubricants Business for which a portion related to nondeductible goodwill. At June 30, 2013, net deferred tax assets totaling $10.4 million were fully reserved against with a valuation allowance. During the third quarter of 2013, based on the updates to the purchase price allocation for the Express Lane acquisition and the assignment of property and equipment by the Partnership to LGWS, the Partnership recorded a net deferred tax liability of $5.9 million. Concurrent with the recognition of this deferred tax liability, and based on the expected reversal of the cumulative temporary differences and anticipated future earnings as of September 30, 2013, the Partnership released $0.9 million and $0.3 million of the valuation allowance during the three and nine months ended September 30, 2013. This release was recorded as a deferred tax benefit, effectively reversing all of the valuation allowance that was recorded to deferred tax expense in 2012 and through June 30, 2013.

Net Income per Limited Partnership Unit

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Net Income per Limited Partnership Unit

17. Net Income per Limited Partnership Unit

Under the Partnership Agreement, the holder of the Partnership’s IDRs have an interest in distributions from the Partnership that are increasing percentages starting at 15% of quarterly distributions out of the operating surplus (as defined) in excess of $0.5031 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 generally allocable pro rata to the common and subordinated unitholders in accordance with the Partnership Agreement unless a loss would create, or increase a Partnership deficit balance, then the loss would be allocated to the General Partner.

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 2013. However, the distributions declared since March 2014 exceeded the threshold and so IDRs participated in these distributions as summarized on the statements of operations.

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 following periods (in thousands, except unit, and per unit amounts):


	Three Months Ended September 30, 2014						Three Months Ended September 30, 2013
	Common Units			Subordinated Units			Common Units			Subordinated Units
Numerator:
Distributions paid (a)	$	5,849		$	3,931		$	3,782		$	3,781
Allocation of distributions in excess of net income (b)		(3,370	)		(2,319	)		(1,320	)		(1,319	)

Limited partners’ interest in net income-basic	$	2,479		$	1,612		$	2,462		$	2,462
Adjustment for phantom units		1			—			—			—

Limited partners’ interest in net income-diluted	$	2,480		$	1,612		$	2,462		$	2,462

Denominator:
Weighted average limited partnership units outstanding-basic		11,824,203			7,525,000			7,526,044			7,525,000
Adjustment for phantom units		9,895			—			—			—

Weighted average limited partnership units outstanding-diluted		11,834,098			7,525,000			7,526,044			7,525,000

Net income per limited partnership unit-basic	$	0.21		$	0.21		$	0.33		$	0.33

Net income per limited partnership unit-diluted	$	0.21		$	0.21		$	0.33		$	0.33


	Nine Months Ended September 30, 2014						Nine Months Ended September 30, 2013
	Common Units			Subordinated Units			Common Units			Subordinated Units
Numerator:
Distributions paid (a)	$	17,323		$	11,645		$	10,781		$	10,780
Allocation of distributions in excess of net income (b)		(12,899	)		(8,720	)		(3,706	)		(3,705	)

Limited partners’ interest in net income-basic		4,424			2,925			7,075			7,075
Adjustment for phantom units		11			—			—			—

Limited partners’ interest in net income-diluted	$	4,435		$	2,925		$	7,075		$	7,075

Denominator:
Weighted average limited partnership units outstanding-basic		11,380,612			7,525,000			7,525,983			7,525,000
Adjustment for phantom units		64,778			—			—			—

Weighted average limited partnership units outstanding-diluted		11,445,390			7,525,000			7,525,983			7,525,000

Net income per limited partnership unit-basic	$	0.39		$	0.39		$	0.94		$	0.94

Net income per limited partnership unit-diluted	$	0.39		$	0.39		$	0.94		$	0.94

(a)	Distributions paid per unit were $0.5225 and $0.4775 per unit for the three months ended September 30, 2014 and 2013, and $1.5475 and $1.2248 for the nine months ended September 30, 2014 and 2013, respectively.

(b)	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.

In November 2014, the Partnership declared a quarterly distribution, to be paid from the operating surplus, totaling $12.2 million or $0.5325 per unit.

Related-Party Transactions	9 Months Ended
Related-Party Transactions	Sep. 30, 2014
Related Party Transactions [Abstract]
Related-Party Transactions	18. Related-Party Transactions Revenues from Fuel Sales to LGO In connection with the IPO, the Partnership and LGO entered into a PMPA Franchise Agreement pursuant to which the Partnership is the exclusive distributor of motor fuel to all sites operated by LGO for a period of 15 years. The Partnership has the right to impose the brand of fuel that is distributed to LGO. There are no minimum volume requirements that LGO is required to satisfy. The Partnership charges LGO the “dealer tank wagon” prices for each grade of product in effect at the time title to the product passes to LGO. Revenues and cost of revenues from fuel sales to LGO are separately classified in the statements of operations. See Note 20 for information regarding the October 2014 amendment of the PMPA Franchise Agreement. Revenues from Fuel Sales to Related Parties In addition, the Partnership distributes motor fuel and leases property to a related party of the Chief Executive Officer of the General Partner. Total revenues amounted to $24.7 million and $27.1 million for the three months ended September 30, 2014 and 2013 and $75.6 million and $78.4 million for the nine months ended September 30, 2014 and 2013, respectively. Accounts receivable amounted to $1.6 million and $1.1 million as of September 30, 2014 and December 31, 2013, respectively. Operating Leases of Gasoline Stations as Lessor The Partnership leases certain motor fuel stations to LGO under operating leases. See Note 10 for additional details. Rent income under these agreements is separately classified in the statements of operations. Operating Leases of Gasoline Stations as Lessee The Partnership leases certain motor fuel stations from related parties under operating leases cancelable by the Partnership. Rent expense under these agreements was $0.3 million for the three months ended September 30, 2014 and 2013 and $0.9 million for the nine months ended September 30, 2014 and 2013. Management Fees In connection with the acquisitions of PMI and Atlas discussed previously, the Partnership amended its Omnibus Agreement with regards to the management fee payable by the Partnership to DMI effective July 1, 2014. The revised management fee consists of a base monthly fee of $670,000 per month and a variable fee of between zero and $0.003 per gallon for wholesale fuel distribution and $0.015 per gallon for retail fuel distribution at sites operated by the Partnership. DMI may waive all or any portion of the management fee to the extent that all or a portion of the management services are either purchased from another party or not required. The Partnership incurred $2.7 million and $1.7 million for the three months ended September 30, 2014 and 2013 and $6.1 million and $5.0 million for the nine months ended September 30, 2014 and 2013, respectively, in management fees under the Omnibus Agreement which was classified as selling, general and administrative expenses in the statements of operations. Effective July 1, 2014, the Partnership entered into a sublease with DMI whereby the Partnership is responsible for paying 54.0% of the required rent payments under the DMI lease as rent for its corporate offices. The term of the sublease is 15 years. Annual rent payments under this lease are $0.3 million. Since the management fee paid by the Partnership to DMI pursuant to the Omnibus Agreement incorporates rent for office space, no incremental expense will be incurred by the Partnership. See Note 20 for information regarding the October 2014 amendment and restatement of the Omnibus Agreement. Commencing with the PMI acquisition, the Partnership incurred management fees with an affiliate for payroll and related benefits of $5.8 million and $8.7 million for the three and nine months ended September 30, 2014, respectively, which was classified as operating expenses and selling, general and administrative expenses in the statement of operations. As discussed in Note 3, the Partnership caused PMI to divest the Lubricants Business to Zimri. There is a transition services agreement under which PMI provides services to Zimri. PMI charged Zimri $0.2 million and $0.5 million for such services for the three and nine months ended September 30, 2014, respectively, classified as a reduction of selling, general and administrative expenses in the statement of operations. As part of the transition services agreement, the Partnership advanced $4.5 million to Zimri for working capital purposes, of which $3.0 million was repaid in the third quarter of 2014. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are undertaken by a related party of the Partnership as approved by the former conflicts committee of the board of directors of the General Partner. The Partnership incurred $0.4 million and $0.9 million with this related party for the three and nine months ended September 30, 2014, respectively. Aircraft Usage The Partnership uses aircraft owned by a group of individuals that includes the CEO and certain other members of the board of directors of the General Partner as approved by the disinterested members of the former conflicts committee of the board of directors of the General Partner. The Partnership incurred $0.1 million and $0.2 million for the use of these aircraft for the three and nine months ended September 30, 2014, respectively.

- 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 + Details

Segment Reporting

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Segment Reporting

19. Segment Reporting

Effective September 1, 2013, the Partnership engages in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. Effective with the PMI Transaction, the Partnership now also engages in the operation of convenience stores and branded quick-service restaurants. Given these changes, the Partnership is deemed to conduct its business in two segments: 1) the wholesale segment and 2) the retail segment. The Partnership’s measure of segment profit or loss is net income. Unallocated costs consist primarily of interest expense associated with the Credit Facility, selling, general and administrative expenses, income taxes and the elimination of the retail segment’s intersegment cost of revenues from fuel sales against the wholesale segment’s intersegment revenues from fuel sales. The profit in ending inventory generated by the intersegment fuel sale is also eliminated. Total assets by segment are not presented as the chief operating decision maker does not currently assess performance or allocate resources based on that data. Financial data for each segment is as follows (in thousands):


	Three Months Ended September, 30, 2014
	Wholesale			Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	634,400		$	158,614	$	—		$	793,014
Intersegment revenues from fuel sales		59,029			—		(59,029	)		—
Revenues from food and merchandise sales		—			28,588		—			28,588
Rent income		9,529			1,300		—			10,829
Other revenue		(61	)		372		—			311

Total revenues		702,897			188,874		(59,029	)		832,742

Net income (loss)		13,544			551		(9,932	)		4,163


	Nine Months Ended September, 30, 2014
	Wholesale			Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	1,673,914		$	329,145	$	—		$	2,003,059
Intersegment revenues from fuel sales		159,077			—		(159,077	)		—
Revenues from food and merchandise sales		—			45,837		—			45,837
Rent income		28,856			3,431		—			32,287
Other revenue		380			391		—			771

Total revenues		1,862,227			378,804		(159,077	)		2,081,954

Net income (loss)		32,408			1,358		(26,283	)		7,483


	Three Months Ended September, 30, 2013
	Wholesale			Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	462,741		$	17,232	$	—		$	479,973
Intersegment revenues from fuel sales		15,813			—		(15,813	)		—
Revenues from food and merchandise sales		—			—		—			—
Rent income		9,773			332		—			10,105
Other revenue		462			34		—			496

Total revenues		488,789			17,598		(15,813	)		490,574

Net income (loss)		10,884			301		(6,261	)		4,924


	Nine Months Ended September, 30, 2013
	Wholesale		Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	1,401,333	$	17,232	$	—		$	1,418,565
Intersegment revenues from fuel sales		15,813		—		(15,813	)		—
Revenues from food and merchandise sales		—		—		—			—
Rent income		30,307		332		—			30,639
Other revenue		1,393		34		—			1,427

Total revenues		1,448,846		17,598		(15,813	)		1,450,631

Net income (loss)		32,811		301		(18,962	)		14,150

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

+ Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2014
Subsequent Events [Abstract]
Subsequent Events	20. Subsequent Events On October 1, 2014, the Partnership and CST announced the consummation of the previously announced sale to CST of the Partnership’s General Partner from DMI, an entity wholly owned by the Topper Trust for which Joseph V. Topper, Jr. is the trustee, and all of the membership interests in limited liability companies formed by trusts for which each of Mr. Topper and John B. Reilly, III serves as trustee, which limited liability companies own all of the IDRs. CST is one of the largest independent retailers of motor fuels and convenience merchandise in North America. The General Partner manages the operations and activities of the Partnership. The Partnership is managed and operated by the board of directors and executive officers of the General Partner. As a result of the consummation of the General Partner Acquisition, CST controls the General Partner and has the right to appoint all members of the board of directors of the General Partner. Immediately following the consummation of the General Partner Acquisition, the Partnership changed its name to “CrossAmerica Partners LP” and began trading on the New York Stock Exchange under the symbol CAPL. The following events took place in connection with the consummation of the General Partner Acquisition: Amended and Restated Omnibus Agreement The Partnership entered into an Amended and Restated Omnibus Agreement, dated as of October 1, 2014, by and among the Partnership, the General Partner, DMI, CST Services LLC, an affiliate of CST (the “Company”), LGO and Mr. Topper (the “Amended Omnibus Agreement”), which amends and restates the Original Omnibus Agreement. The terms of the Amended Omnibus Agreement were approved by the former conflicts committee of the board of directors of the General Partner, which is comprised solely of independent directors. General. Pursuant to the Amended Omnibus Agreement, the Company agrees, among other things, to provide, or cause to be provided, to the Partnership the management services previously provided by DMI on substantially the same terms and conditions as were applicable to DMI under the Original Omnibus Agreement. Pursuant to the terms of a transition services agreement by and between DMI and the Company, DMI will continue to provide the management services it provided under the Original Omnibus Agreement to the Partnership on behalf of the Company until December 31, 2014. The initial term of the Amended Omnibus Agreement is five years and will automatically renew for additional one year terms unless any party provides written notice to the other parties 180 days prior to the end of the then current term. The Partnership has the right to terminate the agreement at any time upon 180 days’ prior written notice. Rights of First Refusal. The Amended Omnibus Agreement provides that Mr. Topper, DMI and LGO agree, and are required to cause their controlled affiliates to agree, that for so long as Mr. Topper is an officer or director of the General Partner or CST, if (a) Mr. Topper, DMI, LGO, or any of their controlled affiliates have the opportunity to acquire assets used, or a controlling interest in any business primarily engaged, in the wholesale motor fuel distribution or retail gas station operation businesses, and (b) the assets or businesses proposed to be acquired have a value exceeding $5.0 million in the aggregate, then Mr. Topper, DMI, LGO, or their controlled affiliates will offer such acquisition opportunity to the Partnership and give the Partnership a reasonable opportunity to acquire, at the same price plus any related transaction costs and expenses, such assets or business, either before or promptly after the consummation of such acquisition by Mr. Topper, DMI, LGO, or their controlled affiliates. The decision to acquire or not acquire any such assets or businesses requires the approval of the conflicts committee of the board of directors of the General Partner. Any assets or businesses that the Partnership does not acquire pursuant to the right of first refusal may be acquired and operated by Mr. Topper, DMI, LGO, or their controlled affiliates. Rights of First Offer. The Amended Omnibus Agreement provides that Mr. Topper, DMI and LGO agree, and are required to cause their controlled affiliates to agree, for so long as Mr. Topper is an officer or director of the General Partner or CST, to notify the Partnership of their desire to sell any of their assets or businesses if (a) Mr. Topper, DMI, LGO, or any of their controlled affiliates, decides to attempt to sell (other than to another controlled affiliate of Mr. Topper, DMI or LGO) any assets used, or any interest in any business primarily engaged, in the wholesale motor fuel distribution or retail gas station operation businesses, to a third party and (b) the assets or businesses proposed to be sold have a value exceeding $5.0 million in the aggregate. Prior to selling such assets or businesses to a third party, Mr. Topper, DMI and LGO are required to negotiate with the Partnership exclusively and in good faith for a reasonable period of time in order to give the Partnership an opportunity to enter into definitive documentation for the purchase and sale of such assets or businesses on terms that are mutually acceptable to Mr. Topper, DMI, LGO, or their controlled affiliates, and the Partnership. If the Partnership and Mr. Topper, DMI, LGO, or their controlled affiliates have not entered into a letter of intent or a definitive purchase and sale agreement with respect to such assets or businesses within such period, Mr. Topper, DMI, LGO, and their controlled affiliates, have the right to sell such assets or businesses to a third party following the expiration of such period on any terms that are acceptable to Mr. Topper, DMI, LGO, or their controlled affiliates, and such third party. The decision to acquire or not to acquire assets or businesses pursuant to this right requires the approval of the conflicts committee of the board of directors of the General Partner. Amendment to Wholesale Fuel Supply Agreement with LGO A subsidiary of the Partnership entered into an Amendment to the PMPA Franchise Agreement, effective as of October 1, 2014, by and between LGW, a subsidiary of the Partnership, and LGO (the “Wholesale Fuel Supply Agreement Amendment”) pursuant to which the pricing terms were amended. Prior to the Wholesale Fuel Supply Agreement Amendment, the agreement provided that the Partnership charge LGO dealer tank wagon pricing, which provided for a variable cent-per-gallon margin for each grade of product in effect at the time title to the product passed to LGO. The Wholesale Fuel Supply Agreement Amendment amends the pricing terms of the agreement to provide for rack plus pricing and was approved by the former conflicts committee of the board of directors of the General Partner. This pricing change is not expected to have a material impact on net income over the remaining term of the agreement. Voting Agreement Mr. Topper entered into a Voting Agreement dated as of October 1, 2014, by and among Mr. Topper, the Topper Trust, DMI, an entity wholly owned by the Topper Trust for which Mr. Topper is the trustee (collectively, the “Topper Sellers”) and CST (the “Voting Agreement”) pursuant to which each of the Topper Sellers agrees that at any meeting of the holders of shares of CST common stock or common units or subordinated units of the Partnership it will vote or cause to be voted such Topper Seller’s shares or units, respectively, in accordance with the recommendation of the board of directors of CST or the board of directors of the General Partner, respectively. The Voting Agreement will remain in effect with respect to any Topper Seller for so long as any such Topper Seller is (a) a director or officer of CST or affiliate thereof, including the Partnership, (b) the beneficial owner of more than 3% of the outstanding common stock of CST or (c) the beneficial owner of 10% or more of the outstanding common units or subordinated units of the Partnership. Board of Directors On and effective as of October 1, 2014, Melinda B. German, Warren S. Kimber, Jr., John F. Malloy, Maura E. Topper and Robert L. Wiss, each a member of the board of directors of the General Partner, resigned in his or her capacity as such. Mr. Topper and Mr. Reilly remain members of the board of directors of the General Partner. CST has agreed to cause the appointment of Mr. Topper as a director of the General Partner for a period of at least five years commencing on October 1, 2014 or until a change in control of CST including circumstances in which CST no longer controls the General Partner. Further, Mr. Topper may be removed from the board of directors of the General Partner in certain circumstances where cause exists. On and effective as of October 1, 2014, CST as the owner of the General Partner appointed each of the following as members to the board of directors of the General Partner: Kimberly S. Lubel, Chief Executive Officer, President and Chairman of the board of directors of CST, Clayton E. Killinger, Senior Vice President and Chief Financial Officer of CST, and Stephan F. Motz, Senior Vice President and Chief Development Officer of CST, as directors of the board of directors of the General Partner, and Gene Edwards and Justin A. Gannon as independent directors of the board of directors of the General Partner. Employment Agreement Mr. Topper and the Company entered into an employment agreement dated as of October 1, 2014 (the “Topper Employment Agreement”), pursuant to which Mr. Topper was appointed as the Chief Executive Officer and President of the General Partner. The Topper Employment Agreement has a term of one year and will automatically renew for an additional one year term unless the parties agree otherwise or either party gives 60-day written notice prior to the end of the initial term. Mr. Topper’s base salary is $525,000 per year. He is eligible to receive a short-term incentive award equal to 75% of his base salary and an equity award equal to 200% of his base salary. Mr. Topper is entitled to participate in all employee benefit plans and programs generally available to similarly situated executives of the Company. The Company may terminate Mr. Topper’s employment at any time for any reason. Per the terms of the Topper Employment Agreement, Mr. Topper agrees that, during his employment and for a period equal to the greater of (i) the balance of his employment term and (ii) one year following termination for cause or his resignation without good reason (the “Restricted Period”), (x) he will not solicit or in any way be involved with any prior, current or prospective customer, client, consultant, broker or business partner of, or any person who had dealings with, the Company or the Partnership and (y) he will not solicit for employment any person who is or was within the preceding six months an employee or consultant of the Company or the Partnership. Per the terms of the Topper Employment Agreement, during the Restricted Period, Mr. Topper also agrees that he will not associate in any way with any business that at any time during the Restricted Period is engaged in the business of the Company or the Partnership other than those activities and businesses that Mr. Topper controls as of October 1, 2014. Because effective as of October 1, 2014, Mr. Topper is an employee of CST and no longer an employee of DMI, the disinterested members of the former board of directors of the General Partner authorized a grant of 5,670 profits interests pursuant to the Lehigh Gas Partners LP 2012 Incentive Award Plan to Mr. Topper, based on compensation earned by Mr. Topper for services rendered from January 1, 2014 through September 30, 2014. The profits interests are to vest on November 10, 2014, entitle the recipient to receive cash distributions proportionate to those received by common unitholders of the Partnership and represent Class B Units in LGP Operations LLC, a wholly owned subsidiary of the Partnership. Sale of Wholesale Fuel Supply Contracts and Assignment of Leases to DMI The Partnership, DMI and LGO consummated a series of transactions pursuant to which DMI acquired, for an aggregate purchase price of $5.7 million and an earn-out in the amount of $0.8 million if DMI renews a certain customer contract, the wholesale fuel supply rights for 78 locations in Pennsylvania and New York previously supplied by the Partnership and the fuel supply rights of the Partnership to such sites was terminated. In addition, subleases for 12 of the sites, previously leased to the Partnership, were assigned to DMI or its affiliates. The terms of the transaction were approved by the former conflicts committee of the board of directors of the General Partner, which was comprised solely of independent directors. The volume associated with these sites for 2013 was approximately 94 million gallons, of which approximately 36 million gallons represents sales to a sub-wholesaler at a de minimus margin and approximately 28 million gallons relates to a contract with a single customer for which the contract expires in 2015. In addition, rent expense for the leasehold sites included in the transaction exceeded the rent income on an annual basis by approximately $0.6 million for 2013. Because this was a transaction between entities under common control, the Partnership derecognized the assets and liabilities associated with the wholesale fuel supply contracts and leases and recognized the approximate $2.1 million excess of the purchase price over the net book value of the net assets divested as a contribution to partners’ capital on October 1, 2014. Accelerated Vesting In connection with the change in control of the General Partner upon the closing of the General Partner Acquisition as specified in the Lehigh Gas Partners LP Executive Income Continuity Plan, all unvested awards held by covered persons vested on October 1, 2014. As a result, 167,535 phantom units and 9,622 profits interests granted to employees of DMI vested. Upon the vesting of the phantom units, 101,456 common units were issued, net of units withheld for income taxes. In addition, 2,045 phantom units and 15,429 profits interests granted to members of the board of directors vested on October 1, 2014. Upon the vesting of the phantom units, 2,045 common units were issued. The incremental charge recorded in the fourth quarter of 2014 associated with the accelerated vesting of all these grants was approximately $4.6 million. Grant of Phantom Units On October 1, 2014, the Partnership issued 97,043 phantom units to employees of DMI. These units vest in one-third increments annually starting March 15, 2015. In addition, all unvested outstanding awards to certain employees of DMI were modified such that if within two years of a change in control, the employee is terminated involuntarily or the employee terminates his or her service due to a material reduction in base salary or a requirement to relocate his or her primary place of employment more than a specified distance from his or her current principal place of residence, then the awards will vest immediately and the employee will be paid as specified in the agreements. In addition, in October 2014, the board of directors approved that on November 10, 2014, phantom units with a fair market value of $70,000 will be granted to the non-employee members of the board of directors as a part of director compensation. Such grants will vest November 10, 2015. Nice N Easy Acquisition CST had previously entered into an agreement to purchase, effective November 1, 2014 (the “Closing Date”), the convenience store assets, franchisor rights, and associated trademarks of Nice N Easy Grocery Shoppes, located in central New York with a concentration in the Syracuse, NY region. Effective on the Closing Date, CST assigned the real property, including underground storage tanks and canopies, to LGWS and the related fuel distribution agreements to LGW, for aggregate cash consideration of $65.0 million (the “Purchase Price”). In addition, LGWS entered into a lease with a subsidiary of CST for the acquired real estate and LGW entered into a wholesale fuel distribution agreement with a subsidiary of CST. CST operates the sites and purchased the working capital of the acquired assets. The conflicts committee of the board of directors approved the Purchase Price, subject to adjustments in the allocation of the purchase price between CST and the Partnership, to be settled no later than December 31, 2014, and the terms of the associated lease and wholesale fuel supply agreements. The Partnership funded the Purchase Price with borrowings under its credit facility.

Organization and Basis of Presentation (Policies)	9 Months Ended
Organization and Basis of Presentation (Policies)	Sep. 30, 2014
Accounting Policies [Abstract]
Interim Financial Statements	Interim Financial Statements The accompanying interim condensed consolidated 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, 2013, 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 September 30, 2014, and the results of its operations and cash flows for the periods presented. Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014, or any other future periods. The balance sheet as of December 31, 2013, was derived from the consolidated financial statements for the year ended December 31, 2013. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the Securities and Exchange Commission’s (“SEC”) rules and regulations for interim financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the corresponding audited consolidated financial statements and accompanying notes for the year ended December 31, 2013, included in the Partnership’s Annual Report on Form 10-K, filed with the SEC.
Reclassifications	Reclassifications Certain reclassifications were made to prior period amounts to conform to the current year presentation. These reclassifications had no impact on net income or equity for any periods.
Revenue Recognition	Revenue Recognition Revenues from wholesale fuel sales are recognized when fuel is delivered to the customer. Revenues from retail fuel sales are recognized when fuel is sold to the customer. Substantially all revenues from fuel sales are from sales of gasoline, with the remainder comprised of diesel and other products. Revenues from leasing arrangements in which the Partnership is the lessor are recognized ratably over the term of the underlying lease. Retail food and merchandise sales are recognized net of applicable provisions for discounts and allowances upon delivery, generally at the point of sale. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard under U.S. GAAP and International Financial Reporting Standards. Specifically, the core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance is effective January 1, 2017, and provides for modified retrospective transition. Management is currently evaluating the impact of adopting this guidance.
Inventory	Inventory Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or market using the first-in, first-out method. No provision for potentially obsolete or slow-moving inventory has been made. The Partnership records inventory from the time of the purchase of motor fuels from third party suppliers until the retail sale to the end customer. Food and merchandise inventory is valued at the lower of cost or market using the first-in, first-out method.
Asset Retirement Obligations	Asset Retirement Obligations The Partnership is obligated by contractual or regulatory requirements or contingently obligated at the discretion of the lessor to remove certain equipment, such as underground gasoline storage tanks, or perform other remediation upon retirement of certain assets at sites at which the Partnership is the lessee. Certain states statutorily require removal of the underground storage tanks at a certain point in time. An asset retirement obligation is recognized in the period incurred, which is generally either at the time of lease inception or at the time a decision is made to close a site. Determination of the amounts recognized is based on numerous estimates and assumptions, including expected settlement dates and probability of occurrence, future retirement costs, future inflation rates and credit-adjusted risk-free rates. The Partnership’s asset retirement obligations, which are primarily included in other long-term liabilities in the balance sheets, totaled $2.0 million and $2.2 million at September 30, 2014 and December 31, 2013, respectively.
Asset Impairment	Asset Impairment The Partnership reviews long-lived assets, including property and equipment and intangible assets other than goodwill, for impairment when events or changes in circumstances indicate the carrying amount of the long-lived asset (group) might not be recoverable in accordance with ASC 360, “Impairment or Disposal of Long-Lived Assets.” Such events and circumstances include, among other factors: operating losses; market value declines; changes in the expected physical life of an asset; changes in business plans or those of major customers, suppliers or other business partners; changes in competition and competitive practices; uncertainties associated with the U.S. and world economies; changes in the expected level of capital, operating or environmental remediation expenditures; and changes in governmental regulations or actions. The impairment evaluation is initially based on the projected undiscounted cash flows of the asset (group), including residual value upon eventual disposition. If the projected undiscounted cash flows of the asset (group) are less than its carrying value, the impairment loss is measured by comparing the present value of the future cash flows associated with the asset (group) to its carrying value and is recorded at that time.
New Accounting Guidance	New Accounting Guidance *Discontinued Operations* In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of an Entity, which revises the criteria to qualify as a discontinued operation and requires new disclosures. Under this guidance, a discontinued operation is (1) a component of an entity or group of components that has been disposed of or classified as held for sale that represents a strategic shift that has or will have a major effect on an entity’s operations and financial results or (2) an acquired business that is classified as held for sale on the date of acquisition. This guidance also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. The Partnership disposes of individual sites or groups of sites from time to time that generally do not represent a strategic shift and generally do not have a major effect on operations or financial results. As a result of this new guidance, these disposals will generally not meet the criteria for recognition as a discontinued operation. The Partnership has early adopted this guidance on a prospective basis effective January 1, 2014.

- Definition

Disclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory.

+ References + Details

- Definition

Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.

+ References + Details

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2014

PMI Acquisition [Member]

Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed


	Preliminary Purchase Price Allocation		Divestiture of Lubricants Business		Preliminary Purchase Price Allocation net of Divestiture
Accounts receivable	$	21,368	$	2,038	$	19,330
Inventory		19,040		6,157		12,883
Other current assets		2,903		5		2,898
Property and equipment		48,770		4,437		44,333
Intangible assets		15,000		—		15,000
Other noncurrent assets		210		—		210

Total identifiable assets		107,291		12,637		94,654
Accounts payable		36,310		2,864		35,446
Motor fuel taxes payable		303		—		303
Accrued expenses and other current liabilities		2,371		—		2,371
Deferred tax liabilities		18,787		—		18,787

Net identifiable assets		49,520		9,773		39,747
Goodwill		23,996		4,227		19,769

Net assets	$	73,516	$	14,000	$	59,516

Schedule of Pro Forma Information

The following is unaudited pro forma information related to the PMI acquisition as if the transaction had occurred on January 1, 2013 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Total revenues	$	832,742	$	761,603	$	2,348,746	$	2,229,580
Net income		4,163		4,142		5,740		11,247

Atlas Acquisition [Member]

Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed

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


	Preliminary Purchase Price Allocation		Cumulative Adjustments			Adjusted Preliminary Purchase Price Allocation
Inventory	$	280	$	—		$	280
Property and equipment		21,735		(2,775	)		18,960
Intangible assets		15,043		3,508			18,551
Other noncurrent assets		5,170		17			5,187

Total identifiable assets		42,228		750			42,978
Accrued expenses and other current liabilities		1,111		77			1,188
Deferred tax liabilities		—		975			975
Other noncurrent liabilities		932		1,260			2,192

Net identifiable assets		40,185		(1,562	)		38,623
Goodwill		–		600			600

Net assets	$	40,185	$	(962	)	$	39,223

Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets Held for Sale

Assets held for sale were as follows (in thousands):


	September 30, 2014			December 31, 2013
Land	$	1,844		$	932
Buildings and improvements		853			543
Equipment and other		875			299

Property and equipment, at cost		3,572			1,774

Accumulated depreciation and amortization		(982	)		(446	)

Assets held for sale	$	2,590		$	1,328

Inventory (Tables)

9 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	September 30, 2014		December 31, 2013
Motor fuel inventory
Gasoline	$	5,044	$	1,901
Diesel		2,087		240
Other		522		—

Total motor fuel inventory		7,653		2,141
Food and merchandise inventory		6,697		—

Inventory	$	14,350	$	2,141

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

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


	September 30, 2014			December 31, 2013
Land	$	147,120		$	122,126
Buildings and improvements		154,398			124,479
Leasehold improvements		9,811			7,437
Equipment and other		87,104			76,236

Property and equipment in service, at cost		398,433			330,278
Accumulated depreciation and amortization		(57,589	)		(43,808	)

Property and equipment in service, net		340,844			286,470
Construction in progress		3,352			2,259

Property and equipment, net	$	344,196		$	288,729

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

Changes in goodwill consisted of the following (in thousands):


Balance at December 31, 2013	$	9,324
Goodwill from acquisitions		24,619
Goodwill associated with divestiture of Lubricants Business		(4,227	)

Balance at September 30, 2014	$	29,716

Schedule of Intangible Assets Other than Goodwill

Intangible assets other than goodwill consisted of the following (in thousands):


	September 30, 2014						December 31, 2013
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply agreements	$	56,145	$	12,477	$	43,668	$	25,736	$	9,059	$	16,677
Wholesale fuel distribution rights		28,360		4,336		24,024		26,180		2,282		23,898
Trademarks		634		300		334		634		78		556
Covenant not to compete		3,228		719		2,509		2,676		253		2,423
Below market leases		5,171		2,051		3,120		4,761		1,310		3,451

Total	$	93,538	$	19,883	$	73,655	$	59,987	$	12,982	$	47,005

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2014

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

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


	September 30, 2014		December 31, 2013
Interest expense	$	161	$	444
Professional fees		1,094		1,365
Equity-based incentive compensation (Note 15)		2,825		3,141
Taxes other than income		2,066		1,169
Management fees payable to affiliates		1,872		139
Acquisition costs		1,000		—
Other		4,021		1,750

Total accrued expenses and other current liabilities	$	13,039	$	8,008

Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Summary of Debt Outstanding

Debt outstanding was as follows (in thousands):


	September 30, 2014		December 31, 2013
Revolving credit facility	$	145,555	$	146,330
Financing associated with Rocky Top acquisition		26,250		26,250
Note payable		942		980

Total		172,747		173,560
Current portion		26,302		51

Long-term debt	$	146,445	$	173,509

Operating Leases (Tables)

9 Months Ended

Sep. 30, 2014

Leases [Abstract]

Schedule of Future Minimum Lease Payments under Operating Leases

The future minimum lease payments under operating leases as of September 30, 2014, were as follows (in thousands):


Remaining in 2014	$	5,880
2015		17,814
2016		15,577
2017		14,037
2018		12,188
Thereafter		69,938

Total future minimum lease payments	$	135,434

Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases

The future minimum lease payments under non-cancelable operating leases with third parties and operating leases with LGO as of September 30, 2014, were as follows (in thousands):


	Third Parties		LGO		Total
Remaining in 2014	$	5,053	$	3,194	$	8,247
2015		16,338		12,881		29,219
2016		13,110		13,074		26,184
2017		8,533		13,271		21,804
2018		6,049		13,470		19,519
Thereafter		22,459		132,671		155,130

Total future minimum lease payments	$	71,542	$	188,561	$	260,103

Environmental Matters (Tables)

9 Months Ended

Sep. 30, 2014

Summary of Roll Forward of Environmental Liabilities, on an Undiscounted Basis

The table below presents a rollforward of the Partnership’s environmental liability for the nine months ended September 30, 2014 and 2013, (in thousands):


	2014			2013
Beginning balance	$	1,238		$	1,177
Liabilities assumed in acquisitions		150			—
Changes in estimates for previously incurred losses		330			506
Payments		(232	)		(289	)

Ending balance		1,486			1,394
Current portion		601			424

Long-term portion	$	885		$	970

Predecessor [Member]

Summary of Roll Forward of Environmental Liabilities, on an Undiscounted Basis

The table below presents a rollforward of the Predecessor Entities’ environmental liability for the nine months ended September 30, 2014, (in thousands):


	2014
Beginning balance	$	18,259
Changes in estimates for previously incurred losses		(627	)
Payments		(2,305	)

Ending balance	$	15,327

Schedule of Composition of Indemnification Assets

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


	September 30, 2014		December 31, 2013
Third-party escrows	$	5,354	$	6,707
State funds		2,569		3,210
Insurance coverage		5,178		5,460

Total indemnification assets	$	13,101	$	15,377

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Total Future Minimum Volume Purchase Requirements

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


Remaining in 2014			103,357
2015			377,130
2016			316,979
2017			256,755
2018			242,089
Thereafter			2,540,753

Total			3,837,063

Equity-Based Incentive Compensation (Tables)

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Award Activity

The following is a summary of the award activity for the nine months ended September 30, 2014.


	Phantom Units			Profits Interests
Non-vested at beginning of period		433,373			—
Granted		35,137			18,689
Forfeited		(4,829	)		—
Vested (a)		(143,954	)		—

Non-vested at end of period		319,727			18,689

(a)	Of the phantom units that vested during the nine months ended September 30, 2014, 51,271 common units were withheld for taxes.

Schedule of Partnership Granted Awards to Members of Board of Directors of General Partner as Portion of Director Compensation

During the nine months ended September 30, 2014, the Partnership also granted the following awards to members of the board of directors of the General Partner as a portion of director compensation:


Year of service	2013	2014	2014
Type of Award	Profits Interests	Phantom Units	Profits Interests
Vesting	100% upon grant	100% on March 15, 2015	100% on March 15, 2015
Number of Awards	5,948	2,045	9,481

Net Income per Limited Partnership Unit (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit


	Three Months Ended September 30, 2014						Three Months Ended September 30, 2013
	Common Units			Subordinated Units			Common Units			Subordinated Units
Numerator:
Distributions paid (a)	$	5,849		$	3,931		$	3,782		$	3,781
Allocation of distributions in excess of net income (b)		(3,370	)		(2,319	)		(1,320	)		(1,319	)

Limited partners’ interest in net income-basic	$	2,479		$	1,612		$	2,462		$	2,462
Adjustment for phantom units		1			—			—			—

Limited partners’ interest in net income-diluted	$	2,480		$	1,612		$	2,462		$	2,462

Denominator:
Weighted average limited partnership units outstanding-basic		11,824,203			7,525,000			7,526,044			7,525,000
Adjustment for phantom units		9,895			—			—			—

Weighted average limited partnership units outstanding-diluted		11,834,098			7,525,000			7,526,044			7,525,000

Net income per limited partnership unit-basic	$	0.21		$	0.21		$	0.33		$	0.33

Net income per limited partnership unit-diluted	$	0.21		$	0.21		$	0.33		$	0.33


	Nine Months Ended September 30, 2014						Nine Months Ended September 30, 2013
	Common Units			Subordinated Units			Common Units			Subordinated Units
Numerator:
Distributions paid (a)	$	17,323		$	11,645		$	10,781		$	10,780
Allocation of distributions in excess of net income (b)		(12,899	)		(8,720	)		(3,706	)		(3,705	)

Limited partners’ interest in net income-basic		4,424			2,925			7,075			7,075
Adjustment for phantom units		11			—			—			—

Limited partners’ interest in net income-diluted	$	4,435		$	2,925		$	7,075		$	7,075

Denominator:
Weighted average limited partnership units outstanding-basic		11,380,612			7,525,000			7,525,983			7,525,000
Adjustment for phantom units		64,778			—			—			—

Weighted average limited partnership units outstanding-diluted		11,445,390			7,525,000			7,525,983			7,525,000

Net income per limited partnership unit-basic	$	0.39		$	0.39		$	0.94		$	0.94

Net income per limited partnership unit-diluted	$	0.39		$	0.39		$	0.94		$	0.94

(a)	Distributions paid per unit were $0.5225 and $0.4775 per unit for the three months ended September 30, 2014 and 2013, and $1.5475 and $1.2248 for the nine months ended September 30, 2014 and 2013, respectively.

(b)	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.

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2014

Segment Reporting [Abstract]

Schedule of Financial Data for Each Segment

Financial data for each segment is as follows (in thousands):


	Three Months Ended September, 30, 2014
	Wholesale			Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	634,400		$	158,614	$	—		$	793,014
Intersegment revenues from fuel sales		59,029			—		(59,029	)		—
Revenues from food and merchandise sales		—			28,588		—			28,588
Rent income		9,529			1,300		—			10,829
Other revenue		(61	)		372		—			311

Total revenues		702,897			188,874		(59,029	)		832,742

Net income (loss)		13,544			551		(9,932	)		4,163


	Nine Months Ended September, 30, 2014
	Wholesale			Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	1,673,914		$	329,145	$	—		$	2,003,059
Intersegment revenues from fuel sales		159,077			—		(159,077	)		—
Revenues from food and merchandise sales		—			45,837		—			45,837
Rent income		28,856			3,431		—			32,287
Other revenue		380			391		—			771

Total revenues		1,862,227			378,804		(159,077	)		2,081,954

Net income (loss)		32,408			1,358		(26,283	)		7,483


	Three Months Ended September, 30, 2013
	Wholesale			Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	462,741		$	17,232	$	—		$	479,973
Intersegment revenues from fuel sales		15,813			—		(15,813	)		—
Revenues from food and merchandise sales		—			—		—			—
Rent income		9,773			332		—			10,105
Other revenue		462			34		—			496

Total revenues		488,789			17,598		(15,813	)		490,574

Net income (loss)		10,884			301		(6,261	)		4,924


	Nine Months Ended September, 30, 2013
	Wholesale		Retail		Unallocated			Consolidated
Revenues from fuel sales to external customers	$	1,401,333	$	17,232	$	—		$	1,418,565
Intersegment revenues from fuel sales		15,813		—		(15,813	)		—
Revenues from food and merchandise sales		—		—		—			—
Rent income		30,307		332		—			30,639
Other revenue		1,393		34		—			1,427

Total revenues		1,448,846		17,598		(15,813	)		1,450,631

Net income (loss)		32,811		301		(18,962	)		14,150

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Partnership's Asset Retirement Obligations [Member]
Asset Retirement Obligation [Line Items]
Asset retirement obligations	$ 2.0	$ 2.2

Acquisitions - Additional Information (Detail) $ in Thousands				3 Months Ended		9 Months Ended
	May 19, 2014 USD ($) Contract	May 01, 2014 USD ($)	Apr. 28, 2014 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Apr. 30, 2014 USD ($) Store	Dec. 31, 2013 USD ($)
Subsequent Event [Line Items]
Accrued expenses and other current liabilities				$ 13,039		$ 13,039			$ 8,008
Proceeds from the sale of Lubricants Business						10,001
Acquisition costs				100	$ 400	$ 6,100	$ 1,000
Pinehurst [Member]
Subsequent Event [Line Items]
Membership interests of Pinehurst Petroleum, LLC			100.00%
Purchase price consideration			$ 4,000
PMI Acquisition [Member]
Subsequent Event [Line Items]
Purchase price consideration			73,500
Business combination escrow deposit			$ 5,000
Business combination escrow deposit term			25 months
Number of convenience stores \| Store								87
Number of co-located stores \| Store								9
Proceeds from divestiture of Lubricants business		$ 14,000
Effective date of divestiture of Lubricants business						May 01, 2014
Intangible asset amortized method						Straight-line basis
Revenue				246,900		$ 420,700
PMI Acquisition [Member] \| Wholesale Fuel Supply Agreements [Member]
Subsequent Event [Line Items]
Fair value of intangible assets		$ 15,000
Estimated useful lives		10 years
PMI Acquisition [Member] \| Consideration [Member]
Subsequent Event [Line Items]
Accrued expenses and other current liabilities								$ 1,000
PMI Acquisition [Member] \| Buildings [Member]
Subsequent Event [Line Items]
Estimated useful lives		20 years
PMI Acquisition [Member] \| Equipment [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Estimated useful lives		5 years
PMI Acquisition [Member] \| Equipment [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Estimated useful lives		15 years
Atlas Acquisition [Member]
Subsequent Event [Line Items]
Purchase price consideration	$ 39,200
Intangible asset amortized method						Straight-line basis
Fair value of intangible assets				18,551		$ 18,551
Revenue				60,700		$ 89,100
Purchase price consideration excluding value of acquired short-term financing assets	34,000
Acquisition of short-term financing assets	5,200
Purchase agreement date						May 19, 2014
Proceeds from the sale of Lubricants Business	$ 4,000
Short-term notes receivable weighted average maturity date	2015-06
Business acquisition description						(a) engaging in the wholesale distribution of motor fuel or owning or operating a retail motor fuel facility and/or convenience store within certain territories for one year after the closing date, and (b) constructing any new retail motor fuel facility and/or convenience stores within certain territories for five years after the closing date.
Discount related to lease agreements				$ 2,192		$ 2,192
Atlas Acquisition [Member] \| Wholesale Fuel Distribution Rights [Member]
Subsequent Event [Line Items]
Fair value of intangible assets	$ 2,200
Estimated useful lives	10 years
Atlas Acquisition [Member] \| Covenant Not to Compete [Member]
Subsequent Event [Line Items]
Fair value of intangible assets	$ 600
Estimated useful lives	5 years
Atlas Acquisition [Member] \| Below Market Leases [Member]
Subsequent Event [Line Items]
Estimated useful lives	5 years
Discount related to lease agreements	$ 400
Atlas Acquisition [Member] \| Above Market Leases [Member]
Subsequent Event [Line Items]
Estimated useful lives	5 years
Discount related to lease agreements	$ 1,300
Atlas Acquisition [Member] \| Buildings [Member]
Subsequent Event [Line Items]
Estimated useful lives	20 years
Atlas Acquisition [Member] \| Equipment [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Estimated useful lives	5 years
Atlas Acquisition [Member] \| Equipment [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Estimated useful lives	15 years
Atlas Acquisition [Member] \| Wholesale Supply Contracts [Member]
Subsequent Event [Line Items]
Fair value of intangible assets	$ 15,400
Estimated useful lives	10 years
Purchase agreement \| Contract	52
Wholesale supply contracts remaining average term	15 years
Atlas Acquisition [Member] \| Sub Wholesaler Contract [Member]
Subsequent Event [Line Items]
Purchase agreement \| Contract	1
Atlas Acquisition [Member] \| Fee Sites [Member]
Subsequent Event [Line Items]
Purchase agreement \| Contract	9
Atlas Acquisition [Member] \| Leasehold Sites [Member]
Subsequent Event [Line Items]
Purchase agreement \| Contract	6

Acquisitions - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Business Acquisition And Divestitures [Line Items]
Goodwill	$ 29,716	$ 9,324
Property and equipment	3,572	$ 1,774
PMI Acquisition [Member] \| Preliminary Purchase Price Allocation [Member]
Business Acquisition And Divestitures [Line Items]
Accounts receivable	21,368
Inventory	19,040
Other current assets	2,903
Property and equipment	48,770
Intangible assets	15,000
Other noncurrent assets	210
Total identifiable assets	107,291
Accounts payable	36,310
Motor fuel taxes payable	303
Accrued expenses and other current liabilities	2,371
Deferred tax liabilities	18,787
Net identifiable assets	49,520
Goodwill	23,996
Net assets	73,516
PMI Acquisition [Member] \| Divestiture of Lubricants Business [Member]
Business Acquisition And Divestitures [Line Items]
Accounts receivable	2,038
Inventory	6,157
Other current assets	5
Property and equipment	4,437
Total identifiable assets	12,637
Accounts payable	2,864
Net identifiable assets	9,773
Goodwill	4,227
Net assets	14,000
PMI Acquisition [Member] \| Preliminary Purchase Price Allocation Net of Divestiture [Member]
Business Acquisition And Divestitures [Line Items]
Accounts receivable	19,330
Inventory	12,883
Other current assets	2,898
Property and equipment	44,333
Intangible assets	15,000
Other noncurrent assets	210
Total identifiable assets	94,654
Accounts payable	35,446
Motor fuel taxes payable	303
Accrued expenses and other current liabilities	2,371
Deferred tax liabilities	18,787
Net identifiable assets	39,747
Goodwill	19,769
Net assets	59,516
Atlas Acquisition [Member]
Business Acquisition And Divestitures [Line Items]
Inventory	280
Property and equipment	18,960
Intangible assets	18,551
Other noncurrent assets	5,187
Total identifiable assets	42,978
Accrued expenses and other current liabilities	1,188
Deferred tax liabilities	975
Other noncurrent liabilities	2,192
Net identifiable assets	38,623
Goodwill	600
Net assets	39,223
Atlas Acquisition [Member] \| Preliminary Purchase Price Allocation [Member]
Business Acquisition And Divestitures [Line Items]
Inventory	280
Property and equipment	21,735
Intangible assets	15,043
Other noncurrent assets	5,170
Total identifiable assets	42,228
Accrued expenses and other current liabilities	1,111
Other noncurrent liabilities	932
Net identifiable assets	40,185
Net assets	40,185
Atlas Acquisition [Member] \| Cumulative Adjustments [Member]
Business Acquisition And Divestitures [Line Items]
Property and equipment	(2,775)
Intangible assets	3,508
Other noncurrent assets	17
Total identifiable assets	750
Accrued expenses and other current liabilities	77
Deferred tax liabilities	975
Other noncurrent liabilities	1,260
Net identifiable assets	(1,562)
Goodwill	600
Net assets	$ (962)

Acquisitions - Schedule of Pro Forma Information (Detail) - PMI Acquisition [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Business Acquisition [Line Items]
Total revenues	$ 832,742	$ 761,603	$ 2,348,746	$ 2,229,580
Net income	$ 4,163	$ 4,142	$ 5,740	$ 11,247

Assets Held for Sale - Additional Information (Detail) - site	Sep. 30, 2014	Dec. 31, 2013
Discontinued Operations and Disposal Groups [Abstract]
Number of locations held for sale	5	2

Assets Held for Sale - Schedule of Assets Held for Sale (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, at cost	$ 3,572	$ 1,774
Accumulated depreciation and amortization	(982)	(446)
Assets held for sale	2,590	1,328
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, at cost	1,844	932
Buildings and Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, at cost	853	543
Equipment and Other [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, at cost	$ 875	$ 299

Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Inventory [Line Items]
Inventory	$ 14,350	$ 2,141
Food and Merchandise Inventory [Member]
Inventory [Line Items]
Inventory	6,697
Motor Fuel Inventory [Member]
Inventory [Line Items]
Inventory	7,653	2,141
Motor Fuel Inventory [Member] \| Gasoline [Member]
Inventory [Line Items]
Inventory	5,044	1,901
Motor Fuel Inventory [Member] \| Diesel [Member]
Inventory [Line Items]
Inventory	2,087	$ 240
Motor Fuel Inventory [Member] \| Other [Member]
Inventory [Line Items]
Inventory	$ 522

Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Property and equipment in service, at cost	$ 398,433	$ 330,278
Accumulated depreciation and amortization	(57,589)	(43,808)
Property and equipment in service, net	340,844	286,470
Construction in progress	3,352	2,259
Property and equipment, net	344,196	288,729
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment in service, at cost	147,120	122,126
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment in service, at cost	154,398	124,479
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment in service, at cost	9,811	7,437
Equipment and Other [Member]
Property, Plant and Equipment [Line Items]
Property and equipment in service, at cost	$ 87,104	$ 76,236

Property and Equipment - Additional Information (Detail) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Jun. 30, 2013 USD ($) site	May 31, 2013 USD ($) site	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($) site	Sep. 30, 2013 USD ($)
Property, Plant and Equipment [Line Items]
Depreciation			$ 6,000	$ 4,100	$ 15,400	$ 11,700
Number of sites sold \| site					2
Gain on sale of sites					$ 1,500
Increase to property and equipment					$ (1,359)	$ (1,778)
Ohio [Member]
Property, Plant and Equipment [Line Items]
Number of sites purchased \| site		4
Purchase price		$ 7,100
Lease financing obligations		5,100
Increase to property and equipment		$ 2,000
Florida [Member]
Property, Plant and Equipment [Line Items]
Number of sites purchased \| site	2
Purchase price	$ 1,600
Purchase price paid in cash	$ 600

Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2014 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 9,324
Goodwill from acquisitions	24,619
Goodwill associated with divestiture of Lubricants Business	(4,227)
Goodwill, Ending Balance	$ 29,716

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss			$ 0
Amortization expense	$ 2,400,000	$ 1,100,000	$ 6,100,000	$ 3,200,000

Goodwill and Intangible Assets - Schedule of Intangible Assets Other than Goodwill (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	$ 93,538	$ 59,987
Finite-lived intangible assets, Accumulated Amortization	19,883	12,982
Intangible assets, Net Amount	73,655	47,005
Wholesale Fuel Supply Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	56,145	25,736
Finite-lived intangible assets, Accumulated Amortization	12,477	9,059
Finite-lived intangible assets, Net Carrying Amount	43,668	16,677
Wholesale Fuel Distribution Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	28,360	26,180
Finite-lived intangible assets, Accumulated Amortization	4,336	2,282
Finite-lived intangible assets, Net Carrying Amount	24,024	23,898
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	634	634
Finite-lived intangible assets, Accumulated Amortization	300	78
Finite-lived intangible assets, Net Carrying Amount	334	556
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	3,228	2,676
Finite-lived intangible assets, Accumulated Amortization	719	253
Finite-lived intangible assets, Net Carrying Amount	2,509	2,423
Below Market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Amount	5,171	4,761
Finite-lived intangible assets, Accumulated Amortization	2,051	1,310
Finite-lived intangible assets, Net Carrying Amount	$ 3,120	$ 3,451

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Accrued Liabilities and Other Liabilities [Abstract]
Interest expense	$ 161	$ 444
Professional fees	1,094	1,365
Equity-based incentive compensation (Note 15)	2,825	3,141
Taxes other than income	2,066	1,169
Management fees payable to affiliates	1,872	139
Acquisition costs	1,000
Other	4,021	1,750
Total accrued expenses and other current liabilities	$ 13,039	$ 8,008

Debt - Summary of Debt Outstanding (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Revolving credit facility	$ 145,555	$ 146,330
Note payable	942	980
Total	172,747	173,560
Current portion	26,302	51
Long-term debt	146,445	173,509
Total	172,747	173,560
Rocky Top Acquisition [Member]
Debt Instrument [Line Items]
Long-term debt	$ 26,250	$ 26,250

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Debt - Additional Information (Detail)	1 Months Ended	3 Months Ended	9 Months Ended
Debt - Additional Information (Detail)	Mar. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2013 USD ($)
Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 550,000,000
Debt maturity date			Mar. 04, 2019
Amount by which maximum borrowing capacity may be increased	$ 100,000,000
Nominal amount available under credit facility		$ 388,100,000	$ 388,100,000
Deferred financing costs written off		$ 300,000
Senior leverage ratio			3.00
Credit Facility [Member] \| Senior Secured Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Weighted-average interest rate		3.50%	3.50%
Letters of credit outstanding		$ 16,400,000	$ 16,400,000	$ 12,300,000
Credit Facility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Commitment fee on unused portion of revolving credit (as a percent)	0.35%
Combined interest charge coverage ratio			2.75
Credit Facility [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Commitment fee on unused portion of revolving credit (as a percent)	0.50%
Credit Facility [Member] \| Maximum [Member] \| Two Quarters Following Closing of Material Acquisition [Member]
Debt Instrument [Line Items]
Total leverage ratio			5.00
Credit Facility [Member] \| Maximum [Member] \| April 1, 2014 Through September 30, 2014 [Member]
Debt Instrument [Line Items]
Total leverage ratio			5.5
Credit Facility [Member] \| Maximum [Member] \| October 1, 2014 Through December 31, 2014 [Member]
Debt Instrument [Line Items]
Total leverage ratio			5.00
Credit Facility [Member] \| Maximum [Member] \| Thereafter December 31, 2014 [Member]
Debt Instrument [Line Items]
Total leverage ratio			4.50
Credit Facility [Member] \| Maximum [Member] \| After July 2, 2014 but Prior to December 31, 2014 [Member]
Debt Instrument [Line Items]
Total leverage ratio			4.50
Credit Facility [Member] \| Senior Notes [Member] \| Two Quarters Following Closing of Material Acquisition [Member]
Debt Instrument [Line Items]
Senior leverage ratio			5.50
Credit Facility [Member] \| Senior Notes [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 175,000,000	$ 175,000,000
Credit Facility [Member] \| LIBOR [Member] \| First Option [Member]
Debt Instrument [Line Items]
Reference rate			LIBOR
Credit Facility [Member] \| LIBOR [Member] \| Second Option [Member]
Debt Instrument [Line Items]
Reference rate			One month LIBOR
Margin on variable reference interest rate (as a percent)	1.00%
Credit Facility [Member] \| LIBOR [Member] \| Minimum [Member] \| First Option [Member]
Debt Instrument [Line Items]
Margin on variable reference interest rate (as a percent)	2.00%
Credit Facility [Member] \| LIBOR [Member] \| Maximum [Member] \| First Option [Member]
Debt Instrument [Line Items]
Margin on variable reference interest rate (as a percent)	3.25%
Credit Facility [Member] \| Federal Funds Effective Rate [Member] \| Second Option [Member]
Debt Instrument [Line Items]
Reference rate			Federal funds
Margin on variable reference interest rate (as a percent)	0.50%
Credit Facility [Member] \| Base Rate [Member] \| Second Option [Member]
Debt Instrument [Line Items]
Reference rate			Agent established rate
Credit Facility [Member] \| Base Rate [Member] \| Minimum [Member] \| Second Option [Member]
Debt Instrument [Line Items]
Margin on variable reference interest rate (as a percent)	1.00%
Credit Facility [Member] \| Base Rate [Member] \| Maximum [Member] \| Second Option [Member]
Debt Instrument [Line Items]
Margin on variable reference interest rate (as a percent)	2.25%
Swing-Line Loans [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 10,000,000
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 45,000,000

Operating Leases - Additional Information (Detail) $ in Millions	1 Months Ended			3 Months Ended		9 Months Ended
	Dec. 31, 2013 site	Nov. 30, 2012 site	May 31, 2012 site	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($) Lease $ / Gallon	Sep. 30, 2013 USD ($)	Jun. 01, 2014
Property Subject to or Available for Operating Lease [Line Items]
Non-cancelable operating leases expiry period						2028
Percentage by which the fixed rent payments increase per year						1.50%
Rent credit as a percentage of capital expenditure						50.00%
Gain on termination of lease \| $				$ 0.2	$ 0.3	$ 0.3	$ 0.3
Operating leases expiry period						2028
Master Lease Agreement, effective date						Jun. 01, 2014
Lessor right to sever leased premises percentage								5.00%
New Jersey [Member]
Property Subject to or Available for Operating Lease [Line Items]
Initial period of lease during which a specified amount of capital expenditures are required to be made						3 years 6 months
New England Sites [Member]
Property Subject to or Available for Operating Lease [Line Items]
Initial period of lease during which a specified amount of capital expenditures are required to be made						3 years
Capital expenditure on leases based on per gallon sold \| $ / Gallon						0.01
LGO [Member]
Property Subject to or Available for Operating Lease [Line Items]
Lessor right to sever leased premises percentage								7.00%
Master Lease Agreement [Member]
Property Subject to or Available for Operating Lease [Line Items]
Number of lease terminated \| Lease						8
Number of leases intent to terminate						6
Master Lease Agreement [Member] \| New Jersey [Member]
Property Subject to or Available for Operating Lease [Line Items]
Number of additional gas station sites leased \| site		25
Master Lease Agreement [Member] \| Delaware [Member]
Property Subject to or Available for Operating Lease [Line Items]
Number of additional gas station sites leased \| site	1
Master Lease Agreement [Member] \| Maryland [Member]
Property Subject to or Available for Operating Lease [Line Items]
Number of additional gas station sites leased \| site	1
Predecessor [Member] \| Master Lease Agreement [Member]
Property Subject to or Available for Operating Lease [Line Items]
Period of lease			15 years
Number of gas stations leased in Massachusetts, New Hampshire and Maine \| site			105
Maximum [Member]
Property Subject to or Available for Operating Lease [Line Items]
Rent credit \| $				$ 2.1		$ 2.1
Maximum [Member] \| Predecessor [Member] \| Master Lease Agreement [Member]
Property Subject to or Available for Operating Lease [Line Items]
Period for which lease can be renewed			20 years
Minimum [Member]
Property Subject to or Available for Operating Lease [Line Items]
Fair value of land at lease inception percentage				25.00%		25.00%
Minimum [Member] \| New Jersey [Member]
Property Subject to or Available for Operating Lease [Line Items]
Capital expenditure on leases \| $						$ 1.0
Minimum [Member] \| New England Sites [Member]
Property Subject to or Available for Operating Lease [Line Items]
Capital expenditure on leases \| $						$ 4.3

Operating Leases - Schedule of Future Minimum Lease Payments under Operating Leases (Detail) - Gasoline Stations [Member] $ in Thousands	Sep. 30, 2014 USD ($)
Property Subject to or Available for Operating Lease [Line Items]
Remaining in 2014	$ 5,880
2015	17,814
2016	15,577
2017	14,037
2018	12,188
Thereafter	69,938
Total future minimum lease payments	$ 135,434

Operating Leases - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating Leases (Detail) - Gasoline Stations [Member] $ in Thousands	Sep. 30, 2014 USD ($)
Property Subject to or Available for Operating Lease [Line Items]
Remaining in 2014	$ 8,247
2015	29,219
2016	26,184
2017	21,804
2018	19,519
Thereafter	155,130
Total future minimum lease payments	260,103
Third Parties [Member]
Property Subject to or Available for Operating Lease [Line Items]
Remaining in 2014	5,053
2015	16,338
2016	13,110
2017	8,533
2018	6,049
Thereafter	22,459
Total future minimum lease payments	71,542
LGO [Member]
Property Subject to or Available for Operating Lease [Line Items]
Remaining in 2014	3,194
2015	12,881
2016	13,074
2017	13,271
2018	13,470
Thereafter	132,671
Total future minimum lease payments	$ 188,561

Environmental Matters - Summary of Roll Forward of Environmental Liabilities, on an Undiscounted Basis (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Site Contingency [Line Items]
Beginning balance	$ 1,238	$ 1,177
Liabilities assumed in acquisitions	150
Changes in estimates for previously incurred losses	330	506
Payments	(232)	(289)
Ending balance	1,486	1,394
Current portion	601	424	$ 477
Long-term portion	885	$ 970	$ 761
Predecessor [Member]
Site Contingency [Line Items]
Beginning balance	18,259
Changes in estimates for previously incurred losses	(627)
Payments	(2,305)
Ending balance	$ 15,327

Environmental Matters - Additional Information (Detail) $ in Millions	Sep. 30, 2014 USD ($)
Accrual for Environmental Loss Contingencies [Roll Forward]
Third-party escrow funds, state funds or insurance	$ 1.5

Environmental Matters - Schedule of Composition of Indemnification Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2014	Dec. 31, 2013
Site Contingency [Line Items]
Third-party escrows	$ 1,500
Predecessor [Member]
Site Contingency [Line Items]
Third-party escrows	5,354	$ 6,707
State funds	2,569	3,210
Insurance coverage	5,178	5,460
Total indemnification assets	$ 13,101	$ 15,377

Commitments and Contingencies - Schedule of Total Future Minimum Volume Purchase Requirements (Detail) gal in Thousands	Sep. 30, 2014 gal
Commitments and Contingencies Disclosure [Abstract]
Remaining in 2014	103,357
2015	377,130
2016	316,979
2017	256,755
2018	242,089
Thereafter	2,540,753
Total	3,837,063

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 30, 2014	Sep. 30, 2013
Fair Value Disclosures [Abstract]
Transfers between levels	$ 0	$ 0

Partners' Capital - Additional Information (Detail) - Common Units [Member] - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Sep. 30, 2014	Mar. 31, 2014
Limited Partners' Capital Account [Line Items]
Units issued		4,172
Units issued	4,140,000
Average price of units	$ 33.99
Proceeds from offering and overallotment exercise, net of underwriters discount, structuring fee and related costs	$ 135.0
Dunne Manning Inc. (DMI) [Member]
Limited Partners' Capital Account [Line Items]
Units issued		92,683

Equity-Based Incentive Compensation - Additional Information (Detail) - Long-term Incentive Plan [Member] - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Mar. 15, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of common units to be delivered under the Plan		1,505,000		1,505,000
Fair value of non-vested awards outstanding		$ 11.5		$ 11.5
Compensation expense		1.6	$ 1.2	$ 3.6	$ 2.2
Weighted average period for recognition of unrecognized compensation expense				1 year 7 months 6 days
Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of non-vested awards outstanding		$ 0.4		$ 0.4
First Year [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vest on grant date	33.00%
Second Year [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vest on grant date	33.00%
Third Year [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of awards vest on grant date	34.00%

Equity-Based Incentive Compensation - Summary of Award Activity (Detail) - Long-term Incentive Plan [Member]	9 Months Ended
	Sep. 30, 2014 shares
Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at beginning of period	433,373
Granted	35,137
Forfeited	(4,829)
Vested	(143,954)
Non-vested at end of period	319,727
Profits Interests [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-vested at beginning of period
Granted	18,689
Non-vested at end of period	18,689

Equity-Based Incentive Compensation - Summary of Award Activity (Parenthetical) (Detail)	9 Months Ended
	Sep. 30, 2014 shares
Phantom Units [Member] \| Long-term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common units were withheld for taxes	51,271

Equity-Based Incentive Compensation - Schedule of Partnership Granted Awards to Members of Board of Directors of General Partner as Portion of Director Compensation (Detail) - shares	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Profits Interests [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Year of service	2014	2013
Type of Award	Profits Interests	Profits Interests
Vesting	100% on March 15, 2015	100% upon grant
Number of Awards	9,481	5,948
Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Year of service	2014
Type of Award	Phantom Units
Vesting	100% on March 15, 2015
Number of Awards	2,045

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2013
Current Income Tax Expense Benefit Continuing Operations [Line Items]
Valuation allowance against deferred tax assets			$ 1.9
Valuation allowance adjustments		$ 0.9		$ 0.3
Net deferred tax asset					$ 10.4
Net of deferred tax liability		$ 5.9		$ 5.9
Maximum [Member]
Current Income Tax Expense Benefit Continuing Operations [Line Items]
Percentage of non-qualifying income			10.00%
PMI Acquisition [Member]
Current Income Tax Expense Benefit Continuing Operations [Line Items]
Valuation allowance adjustments	$ 5.2

Net Income per Limited Partnership Unit - Additional Information (Detail) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended	12 Months Ended
	Nov. 30, 2014 USD ($) $ / shares	Sep. 30, 2014 $ / shares	Dec. 31, 2013 Item
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of participating incentive distribution rights \| Item			0
Subsequent Events [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Quarterly dividend declared \| $	$ 12.2
Quarterly dividend distribution declared (in dollars per unit)	$ 0.5325
Minimum [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Minimum percentage of quarterly distributions out of operating surplus		15.00%
Incentive distribution per limited partner unit (in dollars per unit)		$ 0.5031

Net Income per Limited Partnership Unit - Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Numerator:
Distributions paid			$ 29,103
Denominator:
Weighted average limited partnership units outstanding-basic	11,824,203	7,526,044	11,380,612	7,525,983
Weighted average limited partnership units outstanding-diluted	11,834,098	7,526,044	11,445,390	7,525,983
Common Units [Member]
Numerator:
Distributions paid	$ 5,849	$ 3,782	$ 17,323	$ 10,781
Allocation of distributions in excess of net income	(3,370)	(1,320)	(12,899)	(3,706)
Limited partners' interest in net income-basic	2,479	2,462	4,424	7,075
Adjustment for phantom units	1		11
Limited partners' interest in net income-diluted	$ 2,480	$ 2,462	$ 4,435	$ 7,075
Denominator:
Weighted average limited partnership units outstanding-basic	11,824,203	7,526,044	11,380,612	7,525,983
Adjustment for phantom units	9,895		64,778
Weighted average limited partnership units outstanding-diluted	11,834,098	7,526,044	11,445,390	7,525,983
Net income per limited partnership unit-basic	$ 0.21	$ 0.33	$ 0.39	$ 0.94
Net income per limited partnership unit-diluted	$ 0.21	$ 0.33	$ 0.39	$ 0.94
Subordinated Units [Member]
Numerator:
Distributions paid	$ 3,931	$ 3,781	$ 11,645	$ 10,780
Allocation of distributions in excess of net income	(2,319)	(1,319)	(8,720)	(3,705)
Limited partners' interest in net income-basic	1,612	2,462	2,925	7,075
Limited partners' interest in net income-diluted	$ 1,612	$ 2,462	$ 2,925	$ 7,075
Denominator:
Weighted average limited partnership units outstanding-basic	7,525,000	7,525,000	7,525,000	7,525,000
Weighted average limited partnership units outstanding-diluted	7,525,000	7,525,000	7,525,000	7,525,000
Net income per limited partnership unit-basic	$ 0.21	$ 0.33	$ 0.39	$ 0.94
Net income per limited partnership unit-diluted	$ 0.21	$ 0.33	$ 0.39	$ 0.94

Net Income per Limited Partnership Unit - Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit (Parenthetical) (Detail) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]
Quarterly dividend distributions paid (in dollars per unit)	$ 0.5225	$ 0.4775	$ 1.5475	$ 1.2248

Related-Party Transactions - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($) $ / gal	Sep. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)
Related Party Transaction [Line Items]
Term period of Franchise Agreement			15 years
Total revenues	$ 24,700,000	$ 27,100,000	$ 75,600,000	$ 78,400,000
Accounts receivable	1,600,000		1,600,000		$ 1,100,000
Rental expenses under operating leases agreements	5,253,000	3,679,000	14,001,000	11,463,000
Revised management fee per month			$ 670,000
Rent payments, percentage			54.00%
Sublease term			15 years
Annual rent payments			$ 300,000
Effective date of sublease			Jul. 01, 2014
Related party transaction, service charge	200,000		$ 500,000
Related party advances			4,500,000
Advance repayments from related party	3,000,000
Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Management fees			$ 6,100,000	5,000,000
Retail Fuel Distribution [Member]
Related Party Transaction [Line Items]
Variable fee per gallon \| $ / gal			0.015
Minimum [Member] \| Wholesale Fuel Distribution Rights [Member]
Related Party Transaction [Line Items]
Variable fee per gallon \| $ / gal			0.000
Maximum [Member] \| Wholesale Fuel Distribution Rights [Member]
Related Party Transaction [Line Items]
Variable fee per gallon \| $ / gal			0.003
Operating Expenses and Selling, General and Administrative Expenses [Member] \| Payroll and Related Benefits [Member] \| PMI Acquisition [Member]
Related Party Transaction [Line Items]
Management fees	5,800,000		$ 8,700,000
LGO [Member]
Related Party Transaction [Line Items]
Maintenance and environmental monitoring and remediation activities	400,000		900,000
LGO [Member] \| Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Management fees	2,700,000	1,700,000
LGO [Member] \| Gasoline Stations [Member]
Related Party Transaction [Line Items]
Rental expenses under operating leases agreements	300,000	$ 300,000	900,000	$ 900,000
Predecessor Entity to Affiliate [Member]
Related Party Transaction [Line Items]
Aircraft usage costs	$ 100,000		$ 200,000

Segment Reporting - Additional Information (Detail)	9 Months Ended
Segment Reporting - Additional Information (Detail)	Sep. 30, 2014 Segment
Segment Reporting [Abstract]
Number of segments	2

Segment Reporting - Schedule of Financial Data for Each Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting Information [Line Items]
Revenues from fuel sales	$ 602,553	$ 251,626	$ 1,427,701	$ 698,649
Revenues from food and merchandise sales	28,588		45,837
Rent income	10,829	10,105	32,287	30,639
Other revenue	311	496	771	1,427
Total revenues	832,742	490,574	2,081,954	1,450,631
Net income (loss)	4,163	4,924	7,483	14,150
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales	793,014	479,973	2,003,059	1,418,565
Wholesale [Member]
Segment Reporting Information [Line Items]
Rent income	9,529	9,773	28,856	30,307
Other revenue	(61)	462	380	1,393
Total revenues	702,897	488,789	1,862,227	1,448,846
Net income (loss)	13,544	10,884	32,408	32,811
Wholesale [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales	634,400	462,741	1,673,914	1,401,333
Wholesale [Member] \| Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales	59,029	15,813	159,077	15,813
Retail [Member]
Segment Reporting Information [Line Items]
Revenues from food and merchandise sales	28,588		45,837
Rent income	1,300	332	3,431	332
Other revenue	372	34	391	34
Total revenues	188,874	17,598	378,804	17,598
Net income (loss)	551	301	1,358	301
Retail [Member] \| Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales	158,614	17,232	329,145	17,232
Unallocated [Member]
Segment Reporting Information [Line Items]
Total revenues	(59,029)	(15,813)	(159,077)	(15,813)
Net income (loss)	(9,932)	(6,261)	(26,283)	(18,962)
Unallocated [Member] \| Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales	$ (59,029)	$ (15,813)	$ (159,077)	$ (15,813)

Subsequent Events - Additional Information (Detail) Gallon in Millions			1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended
	Nov. 01, 2014 USD ($)	Oct. 01, 2014 USD ($) Location Sublease shares	Mar. 31, 2014 shares	Dec. 31, 2014 USD ($)	Sep. 30, 2014 shares	Sep. 30, 2013 shares	Dec. 31, 2013 USD ($) Gallon
Subsequent Event [Line Items]
Amended agreement effective date					Oct. 01, 2014
Voting agreement date					Oct. 01, 2014
Description of voting agreement					The Voting Agreement will remain in effect with respect to any Topper Seller for so long as any such Topper Seller is (a) a director or officer of CST or affiliate thereof, including the Partnership, (b) the beneficial owner of more than 3% of the outstanding common stock of CST or (c) the beneficial owner of 10% or more of the outstanding common units or subordinated units of the Partnership.
Rights of First Refusal [Member]
Subsequent Event [Line Items]
Business combination right of first descriptions					Rights of First Refusal. The Amended Omnibus Agreement provides that Mr. Topper, DMI and LGO agree, and are required to cause their controlled affiliates to agree, that for so long as Mr. Topper is an officer or director of the General Partner or CST, if (a) Mr. Topper, DMI, LGO, or any of their controlled affiliates have the opportunity to acquire assets used, or a controlling interest in any business primarily engaged, in the wholesale motor fuel distribution or retail gas station operation businesses, and (b) the assets or businesses proposed to be acquired have a value exceeding $5.0 million in the aggregate, then Mr. Topper, DMI, LGO, or their controlled affiliates will offer such acquisition opportunity to the Partnership and give the Partnership a reasonable opportunity to acquire, at the same price plus any related transaction costs and expenses, such assets or business, either before or promptly after the consummation of such acquisition by Mr. Topper, DMI, LGO, or their controlled affiliates.
Rights Of First Offer [Member]
Subsequent Event [Line Items]
Business combination right of first descriptions					Rights of First Offer. The Amended Omnibus Agreement provides that Mr. Topper, DMI and LGO agree, and are required to cause their controlled affiliates to agree, for so long as Mr. Topper is an officer or director of the General Partner or CST, to notify the Partnership of their desire to sell any of their assets or businesses if (a) Mr. Topper, DMI, LGO, or any of their controlled affiliates, decides to attempt to sell (other than to another controlled affiliate of Mr. Topper, DMI or LGO) any assets used, or any interest in any business primarily engaged, in the wholesale motor fuel distribution or retail gas station operation businesses, to a third party and (b) the assets or businesses proposed to be sold have a value exceeding $5.0 million in the aggregate. Prior to selling such assets or businesses to a third party, Mr. Topper, DMI and LGO are required to negotiate with the Partnership exclusively and in good faith for a reasonable period of time in order to give the Partnership an opportunity to enter into definitive documentation for the purchase and sale of such assets or businesses on terms that are mutually acceptable to Mr. Topper, DMI, LGO, or their controlled affiliates, and the Partnership. If the Partnership and Mr. Topper, DMI, LGO, or their controlled affiliates have not entered into a letter of intent or a definitive purchase and sale agreement with respect to such assets or businesses within such period, Mr. Topper, DMI, LGO, and their controlled affiliates, have the right to sell such assets or businesses to a third party following the expiration of such period on any terms that are acceptable to Mr. Topper, DMI, LGO, or their controlled affiliates, and such third party.
Phantom Units [Member]
Subsequent Event [Line Items]
Number of awards granted to directors					2,045
Date of vesting period for units issued					Nov. 10, 2015
Phantom Units [Member] \| Dunne Manning Inc. (DMI) [Member]
Subsequent Event [Line Items]
Date of vesting period for units issued					Mar. 15, 2015
Units issued to employees vest and unvested description					These units vest in one-third increments annually starting March 15, 2015. In addition, all unvested outstanding awards to certain employees of DMI were modified such that if within two years of a change in control, the employee is terminated involuntarily or the employee terminates his or her service due to a material reduction in base salary or a requirement to relocate his or her primary place of employment more than a specified distance from his or her current principal place of residence, then the awards will vest immediately and the employee will be paid as specified in the agreements.
Profits Interests [Member]
Subsequent Event [Line Items]
Number of awards granted to directors					9,481	5,948
Common Units [Member]
Subsequent Event [Line Items]
Units issued			4,172
Forecast [Member]
Subsequent Event [Line Items]
Incremental charge recorded on accelerated vesting of shares \| $				$ 4,600,000
Nice N Easy Acquisition [Member]
Subsequent Event [Line Items]
Effective date of agreement to purchase					Nov. 01, 2014
Amended and Restated Omnibus Agreement [Member]
Subsequent Event [Line Items]
Initial term of agreement					5 years
Additional renewable term of Agreement					1 year
Notice period for termination					180 days
Sale of Wholesale Fuel Supply Contracts [Member]
Subsequent Event [Line Items]
Volume of contract \| Gallon							94
Rent expense for the leasehold sites \| $							$ 600,000
Sub Wholesaler Contract [Member]
Subsequent Event [Line Items]
Volume of contract \| Gallon							36
Single Customer [Member]
Subsequent Event [Line Items]
Volume of contract \| Gallon							28
Contract expiration year							2015
Subsequent Events [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Directors period of office		5 years
Subsequent Events [Member] \| Phantom Units [Member]
Subsequent Event [Line Items]
Number of awards granted to employees		167,535
Number of awards granted to directors		2,045
Fair market value of units issued \| $		$ 70,000
Subsequent Events [Member] \| Phantom Units [Member] \| Dunne Manning Inc. (DMI) [Member]
Subsequent Event [Line Items]
Number of awards granted to employees		97,043
Subsequent Events [Member] \| Profits Interests [Member]
Subsequent Event [Line Items]
Number of awards granted to employees		9,622
Number of awards granted to directors		15,429
Subsequent Events [Member] \| Profits Interests [Member] \| Mr. Topper [Member]
Subsequent Event [Line Items]
Number of awards granted to employees		5,670
Subsequent Events [Member] \| Common Units [Member]
Subsequent Event [Line Items]
Units issued		2,045
Subsequent Events [Member] \| Common Units [Member] \| Lehigh Gas Corporation [Member]
Subsequent Event [Line Items]
Units issued		101,456
Subsequent Events [Member] \| Nice N Easy Acquisition [Member]
Subsequent Event [Line Items]
Aggregate cash consideration \| $	$ 65,000,000
Subsequent Events [Member] \| Topper Employment Agreement [Member]
Subsequent Event [Line Items]
Initial term of agreement		1 year
Additional renewable term of Agreement		1 year
Notice period for termination		60 days
Percentage of short term incentive		75.00%
Percentage of incentive as equity award \| $		$ 2.00
Subsequent Events [Member] \| Topper Employment Agreement [Member] \| Mr. Topper [Member]
Subsequent Event [Line Items]
Executive compensation per year \| $		525,000
Subsequent Events [Member] \| Sale of Wholesale Fuel Supply Contracts [Member]
Subsequent Event [Line Items]
Aggregate purchase price of Contract \| $		5,700,000
Earn-out amount purchase price of Contract \| $		$ 800,000
Number of lease locations terminated \| Location		78
Number of subleases locations assigned to DMI or its affiliates \| Sublease		12
Amount recognized in excess of purchase price over the net book value of the net assets \| $		$ 2,100,000