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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	May 02, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	CrossAmerica Partners LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Trading Symbol	CAPL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		34,444,113

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 6,299	$ 3,191
Accounts receivable, net of allowances of $642 and $607, respectively	19,189	16,160
Accounts receivable from related parties	12,735	9,697
Inventories	15,070	14,083
Assets held for sale	2,644	2,218
Other current assets	4,481	5,513
Total current assets	60,418	50,862
Property and equipment, net	602,382	647,413
Right-of-use assets, net	128,908
Intangible assets, net	55,061	59,063
Goodwill	88,764	88,764
Other assets	21,127	20,820
Total assets	956,660	866,922
Current liabilities:
Current portion of debt and finance lease obligations	2,339	2,296
Current portion of operating lease obligations	23,876
Accounts payable	35,470	32,632
Accounts payable to related parties	26,594	25,045
Accrued expenses and other current liabilities	16,152	17,871
Motor fuel taxes payable	10,721	10,604
Total current liabilities	115,152	88,448
Debt and finance lease obligations, less current portion	536,859	519,276
Operating lease obligations, less current portion	107,705
Deferred tax liabilities, net	24,439	19,929
Asset retirement obligations	33,066	32,747
Other long-term liabilities	17,630	95,589
Total liabilities	834,851	755,989
Commitments and contingencies
Common units—(34,444,113 units issued and outstanding at March 31, 2019 and December 31, 2018)	121,809	110,933
Total Partners’ Capital	121,809	110,933
Total liabilities and equity	$ 956,660	$ 866,922

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Statement Of Financial Position [Abstract]
Account receivable allowance	$ 642	$ 607
Shares issued	34,444,113	34,444,113
Shares outstanding	34,444,113	34,444,113

Consolidated Statements of Operations - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Income Statement [Abstract]

Operating revenues

$ 471,786

$ 554,570

Costs of sales

434,709

514,619

Gross profit

37,077

39,951

Income from CST Fuel Supply equity interests

3,426

3,805

Operating expenses:

Operating expenses

15,353

16,342

General and administrative expenses

4,418

4,720

Depreciation, amortization and accretion expense

13,061

15,500

Total operating expenses

32,832

36,562

(Loss) gain on dispositions and lease terminations, net

(59)

230

Operating income

^[1]

7,612

7,424

Other income, net

Interest expense

(7,337)

(8,052)

Income (loss) before income taxes

361

(534)

Income tax expense

149

273

Net income (loss)

212

(807)

Less: net loss attributable to noncontrolling interests

(2)

Net income (loss) attributable to limited partners

212

(805)

IDR distributions

(133)

(1,180)

Net income (loss) available to limited partners

$ 79

$ (1,985)

Basic and diluted income (loss) per limited partner unit

$ 0.00

$ (0.06)

Weighted-average limited partner units:

Basic common units

34,444,113

34,157,088

Diluted common units

34,456,465

34,165,060

Supplemental information:

(a) Includes excise taxes of:

$ 20,444

$ 24,358

(a) Includes revenues from fuel sales to and rental income from related parties of:

$ 73,627

$ 103,521

[1]

As discussed in Note 1, as a result of the adoption of ASC 842, operating income for the three months ended March 31, 2019 is not comparable to operating income for the three months ended March 31, 2018. Most significantly, payments on our previous failed sale-leaseback obligations were characterized as principal and interest expense in periods prior to 2019. Starting in 2019, these payments are characterized as rent expense and thus reduce operating income. These payments for the three months ended March 31, 2018 amounted to approximately $1.7 million and $0.1 million for the Wholesale and Retail segments, respectively.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net income (loss)	$ 212	$ (807)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion expense	13,061	15,500
Amortization of deferred financing costs	290	428
Amortization of above market leases, net		(1)
Provision for losses on doubtful accounts	49	125
Deferred income taxes	(666)	(650)
Equity-based employee and director compensation expense	202	43
Amended Omnibus Agreement fees settled in common units		3,300
Loss (gain) on dispositions and lease terminations, net	59	(230)
Changes in operating assets and liabilities, net of acquisitions	(2,209)	432
Net cash provided by operating activities	10,998	18,140
Cash flows from investing activities:
Principal payments received on notes receivable	85	71
Proceeds from sale of property and equipment		19
Capital expenditures	(7,078)	(2,097)
Net cash used in investing activities	(6,993)	(2,007)
Cash flows from financing activities:
Borrowings under the revolving credit facility	31,834	40,395
Repayments on the revolving credit facility	(13,334)	(35,395)
Payments of long-term debt and finance lease obligations	(552)	(498)
Payments of sale leaseback obligations		(239)
Payment of deferred financing costs	(613)
Distributions paid on distribution equivalent rights	(16)	(10)
Distributions paid to holders of the IDRs	(133)	(1,180)
Distributions paid to noncontrolling interests		(18)
Distributions paid on common units	(18,083)	(21,405)
Net cash used in financing activities	(897)	(18,350)
Net increase (decrease) in cash and cash equivalents	3,108	(2,217)
Cash and cash equivalents at beginning of period	3,191	3,897
Cash and cash equivalents at end of period	$ 6,299	$ 1,680

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public	Incentive Distributions Rights [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2017	$ 171,019	$ 171,337		$ (318)
Balance, Common Units at Dec. 31, 2017		34,111,461
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement	$ 3,218	$ 3,218
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement, Units	155,236	136,882
Net (loss) income and comprehensive (loss) income	$ (807)	$ (1,985)	$ 1,180	(2)
Distributions paid	(22,613)	(21,415)	(1,180)	(18)
Balance at Mar. 31, 2018	150,817	$ 151,155		$ (338)
Balance, Common Units at Mar. 31, 2018		34,248,343
Balance at Dec. 31, 2018	110,933	$ 110,933
Balance, Common Units at Dec. 31, 2018		34,444,113
Transition adjustment upon adoption of ASC 842, net of tax	28,896	$ 28,896
Net (loss) income and comprehensive (loss) income	212	79	133
Distributions paid	(18,232)	(18,099)	$ (133)
Balance at Mar. 31, 2019	$ 121,809	$ 121,809
Balance, Common Units at Mar. 31, 2019		34,444,113

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Description of Business and Other Disclosures

Note 1.DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Description of Business

Our business consists of:

•

the wholesale distribution of motor fuels;

•

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

•

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

•

the operation of retail sites.

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

•

LGW, which distributes motor fuels on a wholesale basis and generates qualifying income under Section 7704(d) of the Internal Revenue Code;

•

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

•

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 its customers. In addition, LGWS distributes motor fuels on a retail basis and sells convenience merchandise items to end customers at company operated retail sites and sells motor fuel on a retail basis at sites operated by commission agents. Income from LGWS generally is not qualifying income under Section 7704(d) of the Internal Revenue Code.

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2018 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

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

Significant Accounting Policies

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

New Accounting Guidance Adopted – Lease Accounting

In February 2016, the FASB issued ASU 2016-02–Leases (Topic 842). This standard modifies existing guidance for reporting organizations that enter into leases to increase transparency by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance was effective for us on January 1, 2019.

We elected the package of practical expedients permitted under the transition guidance within the new standard, which allows us to not reassess: 1) whether any expired or existing contracts are or contain leases; 2) lease classifications for any expired or existing leases; and 3) initial direct costs for any existing leases. We also elected the practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under ASC 842. We did not elect the hindsight practical expedient and thus did not reassess the lease term for existing leases. We did not elect the practical expedient to not separate lease components from non-lease components for any classes of assets. We made an accounting policy election to not recognize lease assets and lease liabilities on the balance sheet for leases with an initial term of one year or less. We elected the modified retrospective transition method as permitted by ASU 2018-10 and recorded a cumulative effect adjustment to equity effective January 1, 2019.

There was no impact from the adoption of this ASU on the accounting for our capital (now called finance) lease obligations.

Since our previous sale-leaseback transactions were accounted for as failed sale-leasebacks, we are required to reassess these leases under the new guidance as part of adopting ASC 842. We concluded that control, including the significant risks and rewards of ownership, transferred to the buyer-lessor at the inception of each sale-leaseback transaction, and as a result these leasing transactions do not represent financing obligations under ASC 842. Therefore, these leases are accounted for as operating leases under the new guidance and the $42.0 million of net property and equipment and $76.1 million of sale-leaseback financing obligations recorded on the balance sheet as of December 31, 2018 were removed as part of our transition adjustment effective January 1, 2019. In addition, $5.2 million of deferred tax assets relating to the failed sale-leasebacks were removed from the balance sheet as part of our transition adjustment.

In order to measure our lease liability under our leases as lessee, we are required to discount our minimum rental payments using the rate implicit in the lease, unless such rate cannot be readily determined, in which case our incremental borrowing rate is used. As we do not know the amount of our lessors’ initial direct costs, we are generally unable to determine the rate implicit in our leases. As a result, we generally use our incremental borrowing rate, which is the rate we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. We considered the rates we paid in previous financing and sale-leaseback transactions, the rates on our borrowings under our prior secured revolving credit facility and mortgage rates on commercial properties for various terms in developing our incremental borrowing rates. See Note 7 for a discussion of the New Credit Agreement (as defined below) we entered into on April 1, 2019.

Effective January 1, 2019, we recognized right-of-use assets related to operating leases, inclusive of direct costs of entering leases and below market lease intangible assets and net of deferred rent expense and above market lease liabilities, totaling $133.3 million. We recorded lease liabilities related to operating leases, including related to the sale-leaseback transactions noted above, totaling $135.9 million.

The net adjustment recorded to equity as of January 1, 2019 was a credit of $28.9 million.

The table below summarizes these adjustments to the January 1, 2019 balance sheet (in millions).

			Remove
			sale-			Record		Balance
			leaseback			ROU asset/		sheet
	As Reported		balances			lease liability		reclasses			As Adjusted
Property and equipment, net	$	647.4	$	(42.0	)	$	—	$	—		$	605.4
Right-of-use assets, net		—		—			135.9		(2.6	)		133.3
Intangible assets, net		59.1		—			—		(1.0	)		58.1

Accrued expenses and other current liabilities		17.9		(1.1	)		—		—			16.8
Current portion of operating lease obligations		—		—			24.3		—			24.3
Operating lease obligations, less current portion		—		—			111.6		—			111.6
Deferred tax liabilities, net		19.9		5.2			—		—			25.1
Other long-term liabilities		95.6		(75.0	)		—		(3.6	)		17.0
Equity		110.9		28.9			—		—			139.8

Since we are not restating prior periods as part of adopting this guidance, our results for the three months ended March 31, 2019 are not directly comparable to our results for periods before January 1, 2019. Specifically, payments on our failed sale-leaseback obligations were characterized as principal and interest expense in periods prior to January 1, 2019. Beginning on January 1, 2019, these payments are characterized as rent expense and thus reduce gross profit and operating income (primarily from the Wholesale segment), income before income taxes and net income relative to the results reported for periods prior to January 1, 2019.

See Notes 7, 8 and 15 for additional information.

Concentration Risk

For the three months ended March 31, 2019, we distributed 8% of our total wholesale distribution volumes to DMS and DMS accounted for 9% of our rental income. For the three months ended March 31, 2018, we distributed 12% of our total wholesale distribution volumes to DMS and DMS accounted for 20% of our rental income. See Note 9 for information on an amendment to the master lease and master fuel supply agreements with DMS.

For the three months ended March 31, 2019, we distributed 7% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 19% of our rental income from Circle K. For the three months ended March 31, 2018, we distributed 7% of our total wholesale distribution volume to CST retail sites that are not supplied by CST Fuel Supply and received 19% of our rental income from Circle K.

For more information regarding transactions with DMS and Circle K, see Note 9.

For the three months ended March 31, 2019, our wholesale business purchased approximately 26%, 25%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. For the three months ended March 31, 2018, our wholesale business purchased approximately 26%, 26%, 12% and 11% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the three months ended March 31, 2019 and 2018.

Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented. During the three months ended March 31, 2019 and 2018, CST Fuel Supply purchased approximately 0.4 billion gallons of motor fuel from Valero.

Asset Exchange Transaction With Circle K

3 Months Ended

Mar. 31, 2019

Asset Exchange Agreement [Abstract]

Asset Exchange Transaction With Circle K

Note 2. ASSET EXCHANGE TRANSACTION WITH CIRCLE K

On December 17, 2018, as approved by the independent conflicts committee of the Board, we entered into an Asset Exchange Agreement (the “Asset Exchange Agreement”) with Circle K. Pursuant to the Asset Exchange Agreement, the parties have agreed to exchange (i) certain assets of CrossAmerica related to 56 convenience and fuel retail stores currently leased and operated by Circle K pursuant to a master lease that CrossAmerica previously purchased jointly with or from CST (the “master lease properties”), and 17 convenience and fuel retail stores currently owned and operated by CrossAmerica located in the U.S. Upper Midwest (collectively, including the master lease properties, the “CAPL Properties”), having an aggregate value of approximately $184.5 million, for (ii) certain assets of Circle K related to 192 (162 fee and 30 leased) company-operated convenience and fuel retail stores (the “CK Properties”), having an aggregate value of approximately $184.5 million. The existing fuel supply arrangements for the 56 master lease properties will remain unchanged.

The assets being exchanged by CrossAmerica include (i) its fee simple title to all land and other real property and related improvements owned by CrossAmerica at the CAPL Properties, (ii) all buildings and other improvements located on the CAPL Properties, (iii) all tangible personal property owned by CrossAmerica and primarily used in connection with the operation of the CAPL Properties, including all underground storage tanks located on such properties and owned by CrossAmerica, (iv) CrossAmerica’s rights under certain contracts related to the CAPL Properties, (v) all in-store cash, inventory owned by CrossAmerica and assignable permits owned or held by CrossAmerica at the 17 convenience store sites owned and operated by CrossAmerica, (vi) all real estate records and related registrations and reports relating exclusively to the CAPL Properties, and (vii) all goodwill and other intangible assets associated with the foregoing assets (collectively, the “CAPL Assets”). The assets being exchanged by Circle K include (a) its fee simple title to all land and other real property and related improvements owned by Circle K at the CK Properties, (b) all buildings and other improvements located on the CK Properties, (c) all tangible personal property owned by Circle K and primarily used in connection with the operation of the CK Properties, including all underground storage tanks located on such properties and owned by Circle K, (d) Circle K’s rights under the dealer agreements and agent agreements to be entered into and assigned to CrossAmerica relating to each CK Property that will be dealerized as contemplated by the Asset Exchange Agreement, (e) Circle K’s rights under certain contracts related to the CK Properties, (f) all real estate records and related registrations and reports relating exclusively to the CK Properties, and (g) all goodwill and other intangible assets associated with the foregoing assets (collectively, the “CK Assets”). CrossAmerica will also assume certain liabilities associated with the CK Assets, and Circle K will assume certain liabilities associated with the CAPL Assets.

The CK Properties will be assigned to CrossAmerica in tranches after Circle K has executed a dealer agreement or agent agreement, as applicable, with respect to each CK Property to be included in a tranche and the applicable dealer or agent has assumed possession and operating control of such property. As a result, it is expected that the exchange of assets pursuant to the Asset Exchange Agreement will occur in a series of closings over a period of up to 24 months as Circle K enters into such dealer agreements or agent agreements. At each closing, CK Properties and related CK Assets will be exchanged for CAPL Properties and related CAPL Assets of approximately equivalent value. After the final closing, any net valuation difference will be paid by the party owing such amount to the other.

Each closing is subject to the satisfaction or waiver of customary closing conditions. The Asset Exchange Agreement contains customary representations, warranties, agreements and obligations of the parties, including covenants regarding the conduct by CrossAmerica and Circle K with respect to the CAPL Properties and the CK Properties, respectively, prior to closing. CrossAmerica and Circle K have generally agreed to indemnify each other for breaches of the representations, warranties and covenants contained in the Asset Exchange Agreement for a period of 18 months after the date of the final closing (or for certain specified losses, until the expiration of the applicable statute of limitations). Except for such specified losses, the respective indemnification obligations of each of CrossAmerica and Circle K to the other will not apply to the first $1.845 million of losses and the aggregate indemnification obligations will not exceed $39.9 million. The Asset Exchange Agreement may be terminated by mutual written consent of CrossAmerica and Circle K.

In connection with the execution of the Asset Exchange Agreement, CrossAmerica and Circle K also entered into an Environmental Responsibility Agreement (the “ERA”), which agreement sets forth the parties’ respective liabilities and obligations with respect to environmental matters relating to the CAPL Properties and the CK Properties. Generally, (i) each party will retain liability for known contamination at the sites it is transferring to the other party and (ii) each party will assume liability for unknown contamination at the sites it is receiving from the other party, except that the ERA does not affect any liability that Circle K currently has under the existing master lease of the master lease properties.

The first tranche is anticipated to close in the second quarter of 2019, subject to approval by the independent conflicts committee of the Board.

Assets Held for Sale

3 Months Ended

Mar. 31, 2019

Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]

Assets Held for Sale

Note 3. ASSETS HELD FOR SALE

We have classified three sites and two sites as held for sale at March 31, 2019 and December 31, 2018, respectively, which are expected to be sold during 2019. Assets held for sale were as follows (in thousands):

	March 31,			December 31,
	2019			2018
Land	$	2,289		$	2,029
Buildings and site improvements		591			417
Equipment		301			238
Total		3,181			2,684
Less accumulated depreciation		(537	)		(466	)
Assets held for sale	$	2,644		$	2,218

Inventories

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories

Note 4. INVENTORIES

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2019		2018
Retail site merchandise	$	6,934	$	7,085
Motor fuel		8,136		6,998
Inventories	$	15,070	$	14,083

Property and Equipment

3 Months Ended

Mar. 31, 2019

Property Plant And Equipment [Abstract]

Property and Equipment

Note 5. PROPERTY AND EQUIPMENT

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

	March 31,			December 31,
	2019			2018
Land	$	256,017		$	283,137
Buildings and site improvements		336,602			361,579
Leasehold improvements		8,123			7,936
Equipment		183,842			184,653
Construction in progress		9,247			3,841
Property and equipment, at cost		793,831			841,146
Accumulated depreciation and amortization		(191,449	)		(193,733	)
Property and equipment, net	$	602,382		$	647,413

As a result of the adoption of ASC 842, on January 1, 2019, we recorded a transition adjustment removing the $42.0 million of property and equipment, net, recorded on the December 31, 2018 balance sheet related to leases previously accounted for as failed sale-leaseback transactions. See Note 1 for additional information.

As discussed in Note 7, we lease sites under our Getty Lease, for which the building and equipment components are classified as a finance lease. The right-of-use asset associated with this finance lease is included in the table above and totaled $15.7 million at March 31, 2019, net of accumulated amortization. Amortization of this right-of-use asset is included in depreciation, amortization and accretion expense on the statement of operations and amounted to $0.7 million for the three months ended March 31, 2019.

We recorded an impairment charge of $1.2 million during the three months ended March 31, 2018 related to the FTC-required divestiture of the Jet-Pep sites, included within depreciation, amortization and accretion expenses on the statement of operations.

Intangible Assets

3 Months Ended

Mar. 31, 2019

Intangible Assets Net Excluding Goodwill [Abstract]

Intangible Assets

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

	March 31, 2019							December 31, 2018
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	126,734	$	(72,169	)	$	54,565	$	126,734	$	(69,265	)	$	57,469
Trademarks		1,095		(1,026	)		69		1,095		(1,006	)		89
Covenant not to compete		4,581		(4,154	)		427		4,581		(4,077	)		504
Below market leases		—		—			—		11,177		(10,176	)		1,001
Total intangible assets	$	132,410	$	(77,349	)	$	55,061	$	143,587	$	(84,524	)	$	59,063

As a result of the adoption of ASC 842, on January 1, 2019, we recorded a transition adjustment reclassifying below market lease intangible assets (and above market lease liabilities) to the right-of-use asset. See Note 1 for additional information.

Debt

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Debt

Note 7. DEBT

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

	March 31,		December 31,
	2019		2018
Revolving credit facility	$	516,500	$	498,000
Finance lease obligations		24,375		24,927
Total debt and finance lease obligations		540,875		522,927
Current portion		2,339		2,296
Noncurrent portion		538,536		520,631
Deferred financing costs, net		1,677		1,355
Noncurrent portion, net of deferred financing costs	$	536,859	$	519,276

As of March 31, 2019, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):

	Debt		Finance Lease Obligations		Total
2019	$	—	$	2,316	$	2,316
2020		516,500		3,166		519,666
2021		—		3,266		3,266
2022		—		3,367		3,367
2023		—		3,761		3,761
Thereafter		—		12,014		12,014
Total future payments		516,500		27,890		544,390
Less interest component		—		3,515		3,515
		516,500		24,375		540,875
Current portion		—		2,339		2,339
Long-term portion	$	516,500	$	22,036	$	538,536

Our borrowings under the revolving credit facility had a weighted-average interest rate of 5.24% as of March 31, 2019 (LIBOR plus an applicable margin, which was 2.75% as of March 31, 2019). Letters of credit outstanding at March 31, 2019 and December 31, 2018 totaled $5.5 million and $5.2 million, respectively.

New Credit Agreement

On April 1, 2019, we entered into a credit agreement with the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent, swing line lender and letter of credit issuer (the “New Credit Agreement”).

The New Credit Agreement replaced our previous credit agreement, dated as of March 4, 2014 (as amended, the “Existing Credit Agreement”), and provided the following key benefits:

•

Increased commitments from $650 million to $750 million with the ability to increase commitments by $300 million, subject to certain conditions;

•

Provides for the current and future asset exchange transactions with Circle K, subject to certain conditions being satisfied;

•

Provided for a general reduction in the applicable margin;

•

Increased the maximum permitted leverage ratio during most periods;

•

Reduced cost of compliance, including removal of the requirement to mortgage real property; and

•

Extended the maturity from April 2020 to April 2024.

The New Credit Agreement is a $750 million senior secured revolving credit facility, maturing in April 2024. The facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $300 million. The aggregate amount of the outstanding loans and letters of credit under the New Credit Agreement cannot exceed the combined revolving commitments then in effect. All obligations under the New Credit Agreement are secured by substantially all of the Partnership’s assets.

Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to LIBOR for interest periods of one, two, three or six months (or, if consented to by all lenders, for such other period that is twelve months or a period shorter than one month), plus a margin ranging from 1.50% to 2.50% per annum depending on our consolidated leverage ratio (as defined in the New Credit Agreement) or (2) (a) a base rate equal to the greatest of, (i) the federal funds rate, plus 0.5% per annum, (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 ranging from 0.50% to 1.50% per annum depending on our consolidated leverage ratio. In addition, we incur a commitment fee based on the unused portion of the credit facility at a rate ranging from 0.25% to 0.45% per annum depending on our consolidated leverage ratio. Until the Partnership delivers a compliance certificate for the quarter ending June 30, 2019, the applicable margin for LIBOR and base rate loans is 2.25% and 1.25%, respectively, and the commitment fee rate is 0.40%.

We also have the right to borrow swingline loans under the New Credit Agreement in an amount up to $35.0 million. Swingline loans will bear interest at the base rate plus the applicable base rate margin.

Standby letters of credit are permissible under the New Credit Agreement up to an aggregate amount of $65.0 million. Standby letters of credit will be subject to a 0.125% fronting fee and other customary administrative charges. Standby letters of credit will accrue a fee at a rate based on the applicable margin of LIBOR loans.

The New Credit Agreement also contains certain financial covenants. We are required to maintain a consolidated leverage ratio for the most recently completed four fiscal quarters of (i) for each quarter ending on or before June 30, 2019, not greater than 5.00 to 1.00 and (ii) for each four quarter period thereafter, 4.75 to 1.00. Such threshold is increased to 5.50 to 1.00 for the quarter during a specified acquisition period (as defined in the New Credit Agreement). Upon the occurrence of a qualified note offering (as defined in the New Credit Agreement), the consolidated leverage ratio when not in a specified acquisition period is increased to 5.25 to 1.00, while the specified acquisition period threshold remains 5.50 to 1.00. Upon the occurrence of a qualified note offering, we are also required to maintain a consolidated senior secured leverage ratio (as defined in the New Credit Agreement) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a specified acquisition period. We are also required to maintain a consolidated interest coverage ratio (as defined in the New Credit Agreement) of at least 2.50 to 1.00.

The initial borrowings under the New Credit Agreement of $521.3 million and cash of $0.3 million were used to repay $516.5 million of outstanding borrowings and $2.0 million of accrued interest under the Existing Credit Agreement and to pay $3.1 million of fees and expenses in connection with the New Credit Agreement. Future borrowings will be used to provide ongoing working capital.

The New Credit Agreement prohibits us from making cash distributions to our unitholders if any event of default occurs or would result from the distribution.

The amount of availability under the New Credit Agreement at May 2, 2019, after taking into consideration debt covenant restrictions, was $20.8 million.

Finance Lease Obligations

In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation. Since then, the agreement has been amended from time to time to add or remove retail sites. As of March 31, 2019, we lease 115 sites under this lease with a weighted-average remaining lease term of 8.1 years. We pay fixed rent, which increases 1.5% per year. In addition, the lease requires variable lease payments based on gallons of motor fuel sold.

Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842. As such, future minimum rental payments are included in both the finance lease obligations table above as well as the operating lease table in Note 8.

The weighted-average discount rate for this finance lease obligation at March 31, 2019 was 3.5%. Interest on this finance lease obligation amounted to $0.2 million for the three months ended March 31, 2019.

Operating Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Operating Leases

Note 8. OPERATING LEASES

Operating Leases of Retail Sites as Lessee

We lease approximately 400 retail sites from third parties under certain non-cancelable operating leases that expire from time to time through 2033. The weighted-average remaining lease term was 6.2 years as of March 31, 2019.

Lease expense for the three months ended March 31, 2019 was classified in the statement of operations as follows (in thousands):

Cost of sales	$	6,659
Operating expenses		205
General and administrative expenses		166
Total	$	7,030

Variable lease payments included in the above table are based on future inflation, revenues or volumes and totaled $0.4 million. Short-term lease payments included in the table above that are excluded from the lease liability totaled $0.1 million. Cash paid for amounts included in the measurement of lease liabilities under operating leases totaled $7.0 million.

As of March 31, 2019, future minimum rental payments under operating leases, excluding variable lease payments or short-term lease payments, were as follows (in thousands). The weighted-average discount rate as of March 31, 2019 was 6.9%.

2019	$	18,783
2020		22,839
2021		20,187
2022		18,708
2023		16,784
Thereafter		83,441
Total future minimum rental payments		180,742
Less impact of discounting		49,161
		131,581
Current portion		23,876
Long-term portion	$	107,705

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

Substantially all of these retail sites are then subleased to lessee dealers (including DMS) or commission agents under leases with terms generally ranging from one to ten years and which may include renewal options. Sublease rental income amounted to $9.5 million for the three months ended March 31, 2019.

Operating Leases of Retail Sites as Lessor

Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2033. Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties, Circle K and DMS as of March 31, 2019 were as follows (in thousands):

	Third Party		Circle K		DMS		Total
2019	$	31,888	$	10,634	$	4,419	$	46,941
2020		36,381		14,178		5,972		56,531
2021		29,551		14,178		6,060		49,789
2022		24,315		14,178		6,149		44,642
2023		21,591		14,178		6,239		42,008
Thereafter		68,819		18,850		29,087		116,756
Total future minimum rental payments	$	212,545	$	86,196	$	57,926	$	356,667

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

Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $6.6 million and $6.3 million at March 31, 2019 and December 31, 2018, respectively.

Related-Party Transactions

3 Months Ended

Mar. 31, 2019

Related-Party Transactions

Note 9. RELATED-PARTY TRANSACTIONS

Transactions with Circle K

Fuel Sales and Rental Income

We sell wholesale motor fuel under a master fuel distribution agreement to 47 Circle K retail sites and lease real property on 73 retail sites to Circle K under a master lease agreement, each having initial 10-year terms. The master fuel distribution agreement provides us with a fixed wholesale mark-up per gallon. The master lease agreement is a triple net lease.

Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands):

	Three Months Ended March 31,
	2019		2018
Revenues from motor fuel sales to Circle K	$	33,315	$	36,060
Rental income from Circle K		4,198		4,198

Accounts receivable from Circle K for fuel amounted to $5.0 million and $2.6 million at March 31, 2019 and December 31, 2018, respectively.

CST Fuel Supply Equity Interests

CST Fuel Supply provides wholesale motor fuel distribution to the majority of CST’s legacy U.S. retail sites at cost plus a fixed markup per gallon. Since July 1, 2015, we have owned a 17.5% total interest in CST Fuel Supply. We account for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply equity interests” on our statement of operations, which amounted to $3.4 million and $3.8 million for the three months ended March 31, 2019 and 2018, respectively.

Purchase of Fuel from Circle K

We purchase the fuel supplied to the following sets of sites from Circle K:

•

retail sites acquired in the Jet-Pep Assets acquisition;

•

Franchised Holiday Stores in the Upper Midwest; we also pay a franchise fee to Circle K, which amounted to $0.2 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively;

•

retail sites in which we have a leasehold interest that we acquired from Circle K in March and May of 2018 for $0.5 million;

•

retail sites acquired from CST in February 2015; and

•

certain other retail sites at which we are evaluating our fuel supply options.

In total, we purchased $37.4 million and $46.9 million of motor fuel from Circle K for the three months ended March 31, 2019 and 2018, respectively.

Effective February 1, 2018, Couche-Tard began renegotiating fuel carrier agreements, including our wholesale transportation agreements, with third party carriers. The independent conflicts committee of our Board approved an amendment to the Amended Omnibus Agreement effective February 1, 2018 providing for the payment by us to an affiliate of Couche-Tard of a commission based on the payments made by us on the renegotiated wholesale transportation contracts. This commission is to compensate such affiliate of Couche-Tard for its services in connection with the renegotiations of our fuel carrier agreements with third party carriers, which resulted in overall reductions in transportation costs to us. This commission amounted to $0.2 million and $0.1 million for the three months ended March 31, 2019 and 2018, respectively.

Amounts payable to Circle K related to these fuel purchases and freight commissions totaled $4.7 million and $4.3 million at March 31, 2019 and December 31, 2018, respectively.

Amended Omnibus Agreement and Management Fees

We incurred expenses under the Amended Omnibus Agreement, including incentive compensation costs and non-cash stock-based compensation expense, totaling $2.9 million and $3.1 million for the three months ended March 31, 2019 and 2018, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statement of operations. Amounts payable related to Circle K related to expenses incurred by Circle K in accordance with the Amended Omnibus Agreement totaled $20.5 million and $20.2 million at March 31, 2019 and December 31, 2018, respectively.

Common Units Issued to Circle K as Consideration for Amounts Due Under the Amended Omnibus Agreement

As approved by the independent conflicts committee of the Board, the Partnership and Circle K mutually agreed to settle, from time to time, some or all of the amounts due under the terms of the Amended Omnibus Agreement in newly issued common units representing limited partner interests in the Partnership. We issued the following common units to Circle K as consideration for amounts due under the terms of the Amended Omnibus Agreement:

Period

Date of Issuance

Number of

Common

Units Issued

Quarter ended December 31, 2017

March 1, 2018

136,882

Quarter ended March 31, 2018

May 21, 2018

155,236

No charges allocated to us by Circle K under the Amended Omnibus Agreement since the first quarter of 2018 have been settled in common units.

IDR and Common Unit Distributions

We distributed $0.1 million and $1.2 million to Circle K related to its ownership of our IDRs and $3.9 million and $4.5 million related to its ownership of our common units during the three months ended March 31, 2019 and 2018, respectively.

Transactions with Affiliates of Members of the Board

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from motor fuel sales and rental income from DMS were as follows (in thousands):

	Three Months Ended March 31,
	2019		2018
Revenues from motor fuel sales to DMS	$	34,120	$	58,921
Rental income from DMS		1,946		4,285

Accounts receivable from DMS totaled $6.9 million and $5.6 million at March 31, 2019 and December 31, 2018, respectively.

In March 2019, we entered into an amendment of the master lease and master fuel supply agreements with DMS. These amendments included the following provisions:

•

DMS will sever 17 sites from the master lease. Since April 1, 2019, DMS has not been charged rent on the to-be severed sites. We anticipate transitioning substantially all of these sites to other dealers by June 30, 2019.

•

Rental income from DMS for the remainder of the lease term was reduced effective April 1, 2019 by $0.5 million annually. We will make a total of $1.25 million in capital expenditures at certain DMS sites by December 31, 2019. Of the remaining 70 sites covered by the master lease agreement, DMS may sever up to 20 sites and we may sever up to eight sites. No severs may be made in 2019, and the required notification period for severs was extended from 30 days to 180 days.

•

The markup charged on fuel deliveries to the remaining 85 DMS sites covered by the master fuel supply agreement was reduced effective April 1, 2019 by $0.01 per gallon and by an additional $0.005 per gallon effective January 1, 2020.

Revenues from rental income from Topstar, an entity affiliated with a member of the Board, were insignificant for the three months ended March 31, 2019 and $0.1 million for the three months ended March 31, 2018.

CrossAmerica leases real estate from certain entities affiliated with Joseph V. Topper, Jr., a member of the Board. Rent expense paid to these entities was $0.3 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.

Maintenance and Environmental Costs

Certain maintenance and environmental monitoring and remediation activities are performed by an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.4 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively. Accounts payable to this related party amounted to $0.2 million and $0.4 million at March 31, 2019 and December 31, 2018.

Principal Executive Offices

Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from Circle K that Circle K leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board. Rent expense amounted to $0.2 million for the three months ended March 31, 2019 and 2018.

Public Relations and Website Consulting Services

We have engaged a company affiliated with a member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2019 and 2018.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contract year, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given year. We did not incur any significant penalties in 2019 or 2018.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record a reserve when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

As part of Circle K’s acquisition of Holiday Stationstores, LLC, the FTC issued a decree in which nine sites were required to be divested. These sites were divested in September 2018, after the June 15, 2018 deadline specified in the FTC orders. As a result, Couche-Tard and/or the Partnership may be subject to civil penalties, up to a maximum allowed by law of $41,000 per day per violation of the FTC divestiture orders. Circle K has agreed that it would be solely responsible for any such penalties and we have not accrued any liability for such penalties.

Environmental Matters

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

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

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $3.4 million and $3.6 million at March 31, 2019 and December 31, 2018, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $3.0 million and $3.2 million at March 31, 2019 and December 31, 2018, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

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

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

Fair Value Measurements

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 11. FAIR VALUE MEASUREMENTS

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

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2019 or 2018.

As further discussed in Note 12, we have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. Such fair value measurements are deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2019 and December 31, 2018 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values of $516.5 million as of March 31, 2019 and $498.0 million as of December 31, 2018, due to the frequency with which interest rates are reset and the consistency of the market spread. See Note 7 for a discussion of the New Credit Agreement we entered into on April 1, 2019.

- 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

Equity-Based Compensation

3 Months Ended

Mar. 31, 2019

Equity Based Compensation [Abstract]

Equity-Based Compensation

Note 12. EQUITY-BASED COMPENSATION

Partnership Equity-Based Awards

CrossAmerica equity-based award activity for the three months ended March 31, 2019 was as follows:

	Employees of Circle K					Directors
	Phantom Units		Phantom Performance Units			Phantom Units		Total
Nonvested at December 31, 2018		827		13,607			15,580		30,014
Forfeited		—		(717	)		—		(717	)
Nonvested at March 31, 2019		827		12,890			15,580		29,297

Equity-based compensation expense related to these awards was $0.1 million and was insignificant for the three months ended March 31, 2019 and 2018. The liability related to these awards totaled $0.2 million and $0.1 million at March 31, 2019 and December 31, 2018, respectively.

CST Equity-Based Awards

Equity-based compensation expense for CST equity-based awards charged to us under the Amended Omnibus Agreement amounted to $0.1 million for the three months ended March 31, 2019 and 2018. Unrecognized compensation expense associated with CST equity-based awards amounted to $0.3 million at March 31, 2019 and December 31, 2018, which will be recognized over the vesting term through January 2020.

Income Taxes

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

Note 13. INCOME TAXES

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

Certain activities that generate non-qualifying income are conducted through our 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 discussed in Note 1, we removed $5.2 million of deferred tax assets related to our previous sale-leaseback transactions as part of our January 1, 2019 transition adjustment in connection with the adoption of ASC 842.

We recorded income tax expense of $0.1 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively, as a result of the income generated by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS is subject to income tax.

Net Income Per Limited Partner Unit

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Net Income Per Limited Partner Unit

Note 14. NET INCOME PER LIMITED PARTNER UNIT

In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income (loss), after deducting the IDRs, by the weighted-average number of outstanding common units.

The following tables provide a reconciliation of net income (loss) and weighted-average units used in computing basic and diluted net income (loss) per limited partner unit for the following periods (in thousands, except unit and per unit amounts):

	Three Months Ended March 31,
	2019			2018
Numerator:
Distributions paid	$	18,099		$	21,415
Allocation of distributions in excess of net income (loss)		(18,020	)		(23,400	)
Limited partners’ interest in net income (loss) - basic and diluted	$	79		$	(1,985	)
Denominator:
Weighted-average limited partnership units outstanding - basic		34,444,113			34,157,088
Adjustment for phantom and phantom performance units^(a)		12,352			—
Weighted-average limited partnership units outstanding - diluted		34,456,465			34,157,088
Net income (loss) per limited partnership unit - basic and diluted	$	0.00		$	(0.06	)

Distributions paid per common unit	$	0.5250		$	0.6275
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250

(a)	Excludes 7,971 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three months ended March 31, 2018.

Distributions

Distribution activity for 2019 is as follows:

Quarter Ended

Record Date

Payment Date

Cash

Distribution

(per unit)

Cash

Distribution

(in thousands)

December 31, 2018

February 11, 2019

February 19, 2019

0.5250

18,099

March 31, 2019

May 6, 2019

May 13, 2019

0.5250

18,099

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

Segment Reporting

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Reporting

Note 15. SEGMENT REPORTING

We conduct our business in two segments: 1) the Wholesale segment and 2) the Retail segment. The Wholesale segment includes the wholesale distribution of motor fuel to lessee dealers, independent dealers, commission agents, DMS, Circle K and company operated retail sites. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers. Similar to lessee dealers, we have motor fuel distribution agreements with DMS and Circle K and collect rent from both. The Retail segment includes the sale of convenience merchandise items, the retail sale of motor fuel at company operated retail sites and the retail sale of motor fuel at retail sites operated by commission agents. A commission agent is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our Wholesale segment, we also generate revenues through leasing or subleasing real estate in our Retail segment.

As part of our evaluation of the economic performance of our retail sites, we will from time to time convert company owned retail sites from our Retail segment to lessee dealers in our Wholesale segment. As a result, we no longer generate revenues from the retail sale of motor fuel or merchandise at these stores subsequent to the date of conversion and we no longer incur retail operating expenses related to these retail sites. However, we continue to supply these retail sites with motor fuel on a wholesale basis pursuant to the fuel supply contract with the lessee dealer. Further, we continue to own/lease the property and earn rental income under lease/sublease agreements with the lessee dealers under triple net leases. The lessee dealer owns all motor fuel and convenience merchandise and retains all gross profit on such operating activities.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, and the elimination of the Retail segment’s intersegment cost of revenues from motor fuel sales against the Wholesale segment’s intersegment revenues from motor fuel sales. The profit in ending inventory generated by the intersegment motor fuel sales is also eliminated. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

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

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2019
Revenues from fuel sales to external customers	$	329,913	$	99,600	$	—		$	429,513
Intersegment revenues from fuel sales		75,881		—		(75,881	)		—
Revenues from food and merchandise sales		—		20,016		—			20,016
Rent income		19,636		2,002		—			21,638
Other revenue		619		—		—			619
Total revenues	$	426,049	$	121,618	$	(75,881	)	$	471,786

Income from CST Fuel Supply equity interests	$	3,426	$	—	$	—		$	3,426
Operating income (loss)^(a)	$	24,288	$	608	$	(17,284	)	$	7,612

Three Months Ended March 31, 2018
Revenues from fuel sales to external customers	$	382,000	$	127,317	$	—		$	509,317
Intersegment revenues from fuel sales		98,393		—		(98,393	)		—
Revenues from food and merchandise sales		—		22,586		—			22,586
Rent income		19,755		1,966		—			21,721
Other revenue		946		—		—			946
Total revenues	$	501,094	$	151,869	$	(98,393	)	$	554,570

Income from CST Fuel Supply equity interests	$	3,805	$	—	$	—		$	3,805
Operating income (loss)^(a)	$	26,163	$	1,349	$	(20,088	)	$	7,424

(a)

Receivables relating to the revenue streams above are as follows:

	March 31,		December 31,
	2019		2018
Receivables from fuel and merchandise sales	$	26,328	$	19,247
Receivables for rent and other lease-related charges		5,596		6,610
Total accounts receivable	$	31,924	$	25,857

Performance obligations are satisfied as fuel is delivered to the customer. Many of our contracts with our customers include minimum purchase volumes measured on a monthly basis, although such revenue is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The balance of unamortized costs incurred to obtain certain contracts with customers was $5.9 million and $5.7 million at March 31, 2019 and December 31, 2018, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.2 million for the three months ended March 31, 2019 and 2018.

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

Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2019

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 16. SUPPLEMENTAL CASH FLOW INFORMATION

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

	Three Months Ended March 31,
	2019			2018
Decrease (increase):
Accounts receivable	$	(3,077	)	$	2,154
Accounts receivable from related parties		(2,933	)		(1,128	)
Inventories		(987	)		(114	)
Other current assets		848			1,416
Other assets		(519	)		(825	)
Increase (decrease):
Accounts payable		2,838			(63	)
Accounts payable to related parties		1,416			488
Motor fuel taxes payable		117			(426	)
Accrued expenses and other current liabilities		(590	)		(688	)
Other long-term liabilities		678			(382	)
Changes in operating assets and liabilities, net of acquisitions	$	(2,209	)	$	432

The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions.

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2019		2018
Cash paid for interest	$	6,406	$	7,469
Cash paid for income taxes, net of refunds received		44		135

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

Three Months Ended March 31,

2019

2018

Amended Omnibus Agreement fees settled in our

common units

—

3,218

Separation Benefits

3 Months Ended

Mar. 31, 2019

Restructuring And Related Activities [Abstract]

Separation Benefits

Note 17. SEPARATION BENEFITS

As discussed in Note 2, we expect to exchange 17 of our 63 company operated sites for dealerized sites through the asset exchange transaction with Circle K. We anticipate dealerizing the remaining 46 company operated sites in 2019, and as such have communicated a plan to exit the company operated business. As a result, we recorded separation benefit costs totaling $0.4 million in the first quarter of 2019, which is anticipated to be paid by early 2020.

Description of Business and Other Disclosures (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Interim Financial Statement

Interim Financial Statements

Use of Estimates

New Accounting Guidance Adopted

New Accounting Guidance Adopted – Lease Accounting

There was no impact from the adoption of this ASU on the accounting for our capital (now called finance) lease obligations.

The net adjustment recorded to equity as of January 1, 2019 was a credit of $28.9 million.

The table below summarizes these adjustments to the January 1, 2019 balance sheet (in millions).

			Remove
			sale-			Record		Balance
			leaseback			ROU asset/		sheet
	As Reported		balances			lease liability		reclasses			As Adjusted
Property and equipment, net	$	647.4	$	(42.0	)	$	—	$	—		$	605.4
Right-of-use assets, net		—		—			135.9		(2.6	)		133.3
Intangible assets, net		59.1		—			—		(1.0	)		58.1

Accrued expenses and other current liabilities		17.9		(1.1	)		—		—			16.8
Current portion of operating lease obligations		—		—			24.3		—			24.3
Operating lease obligations, less current portion		—		—			111.6		—			111.6
Deferred tax liabilities, net		19.9		5.2			—		—			25.1
Other long-term liabilities		95.6		(75.0	)		—		(3.6	)		17.0
Equity		110.9		28.9			—		—			139.8

See Notes 7, 8 and 15 for additional information.

Concentration Risk

For more information regarding transactions with DMS and Circle K, see Note 9.

Description of Business and Other Disclosures (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Adjustments to Components of Balance Sheet

The table below summarizes these adjustments to the January 1, 2019 balance sheet (in millions).

			Remove
			sale-			Record		Balance
			leaseback			ROU asset/		sheet
	As Reported		balances			lease liability		reclasses			As Adjusted
Property and equipment, net	$	647.4	$	(42.0	)	$	—	$	—		$	605.4
Right-of-use assets, net		—		—			135.9		(2.6	)		133.3
Intangible assets, net		59.1		—			—		(1.0	)		58.1

Accrued expenses and other current liabilities		17.9		(1.1	)		—		—			16.8
Current portion of operating lease obligations		—		—			24.3		—			24.3
Operating lease obligations, less current portion		—		—			111.6		—			111.6
Deferred tax liabilities, net		19.9		5.2			—		—			25.1
Other long-term liabilities		95.6		(75.0	)		—		(3.6	)		17.0
Equity		110.9		28.9			—		—			139.8

Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2019

Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]

Assets Held for Sale

	March 31,			December 31,
	2019			2018
Land	$	2,289		$	2,029
Buildings and site improvements		591			417
Equipment		301			238
Total		3,181			2,684
Less accumulated depreciation		(537	)		(466	)
Assets held for sale	$	2,644		$	2,218

Inventories (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following (in thousands):

	March 31,		December 31,
	2019		2018
Retail site merchandise	$	6,934	$	7,085
Motor fuel		8,136		6,998
Inventories	$	15,070	$	14,083

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2019

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

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

	March 31,			December 31,
	2019			2018
Land	$	256,017		$	283,137
Buildings and site improvements		336,602			361,579
Leasehold improvements		8,123			7,936
Equipment		183,842			184,653
Construction in progress		9,247			3,841
Property and equipment, at cost		793,831			841,146
Accumulated depreciation and amortization		(191,449	)		(193,733	)
Property and equipment, net	$	602,382		$	647,413

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Intangible Assets Net Excluding Goodwill [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

	March 31, 2019							December 31, 2018
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	126,734	$	(72,169	)	$	54,565	$	126,734	$	(69,265	)	$	57,469
Trademarks		1,095		(1,026	)		69		1,095		(1,006	)		89
Covenant not to compete		4,581		(4,154	)		427		4,581		(4,077	)		504
Below market leases		—		—			—		11,177		(10,176	)		1,001
Total intangible assets	$	132,410	$	(77,349	)	$	55,061	$	143,587	$	(84,524	)	$	59,063

Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Summary of Debt Outstanding

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

	March 31,		December 31,
	2019		2018
Revolving credit facility	$	516,500	$	498,000
Finance lease obligations		24,375		24,927
Total debt and finance lease obligations		540,875		522,927
Current portion		2,339		2,296
Noncurrent portion		538,536		520,631
Deferred financing costs, net		1,677		1,355
Noncurrent portion, net of deferred financing costs	$	536,859	$	519,276

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

As of March 31, 2019, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands):

	Debt		Finance Lease Obligations		Total
2019	$	—	$	2,316	$	2,316
2020		516,500		3,166		519,666
2021		—		3,266		3,266
2022		—		3,367		3,367
2023		—		3,761		3,761
Thereafter		—		12,014		12,014
Total future payments		516,500		27,890		544,390
Less interest component		—		3,515		3,515
		516,500		24,375		540,875
Current portion		—		2,339		2,339
Long-term portion	$	516,500	$	22,036	$	538,536

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Schedule of Lease Expenses

Lease expense for the three months ended March 31, 2019 was classified in the statement of operations as follows (in thousands):

Cost of sales	$	6,659
Operating expenses		205
General and administrative expenses		166
Total	$	7,030

Summary of Future Minimum Rental Payments Under Operating leases

As of March 31, 2019, future minimum rental payments under operating leases, excluding variable lease payments or short-term lease payments, were as follows (in thousands).

2019	$	18,783
2020		22,839
2021		20,187
2022		18,708
2023		16,784
Thereafter		83,441
Total future minimum rental payments		180,742
Less impact of discounting		49,161
		131,581
Current portion		23,876
Long-term portion	$	107,705

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

Future minimum rental payments under non-cancelable operating leases with third parties, Circle K and DMS as of March 31, 2019 were as follows (in thousands):

	Third Party		Circle K		DMS		Total
2019	$	31,888	$	10,634	$	4,419	$	46,941
2020		36,381		14,178		5,972		56,531
2021		29,551		14,178		6,060		49,789
2022		24,315		14,178		6,149		44,642
2023		21,591		14,178		6,239		42,008
Thereafter		68,819		18,850		29,087		116,756
Total future minimum rental payments	$	212,545	$	86,196	$	57,926	$	356,667

Related-Party Transactions (Tables)

3 Months Ended

Mar. 31, 2019

Summary of Revenues from Related Parties

We issued the following common units to Circle K as consideration for amounts due under the terms of the Amended Omnibus Agreement

Period

Date of Issuance

Number of

Common

Units Issued

Quarter ended December 31, 2017

March 1, 2018

136,882

Quarter ended March 31, 2018

May 21, 2018

155,236

No charges allocated to us by Circle K under the Amended Omnibus Agreement since the first quarter of 2018 have been settled in common units.

Circle K Stores Inc. [Member]

Summary of Revenues from Related Parties

Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands):

	Three Months Ended March 31,
	2019		2018
Revenues from motor fuel sales to Circle K	$	33,315	$	36,060
Rental income from Circle K		4,198		4,198

DMS [Member]

Summary of Revenues from Related Parties

Revenues from motor fuel sales and rental income from DMS were as follows (in thousands):

	Three Months Ended March 31,
	2019		2018
Revenues from motor fuel sales to DMS	$	34,120	$	58,921
Rental income from DMS		1,946		4,285

Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2019

Equity Based Compensation [Abstract]

Summary of Cross America Equity-Based Award Activity

CrossAmerica equity-based award activity for the three months ended March 31, 2019 was as follows:

	Employees of Circle K					Directors
	Phantom Units		Phantom Performance Units			Phantom Units		Total
Nonvested at December 31, 2018		827		13,607			15,580		30,014
Forfeited		—		(717	)		—		(717	)
Nonvested at March 31, 2019		827		12,890			15,580		29,297

Net Income per Limited Partnership Unit (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

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

	Three Months Ended March 31,
	2019			2018
Numerator:
Distributions paid	$	18,099		$	21,415
Allocation of distributions in excess of net income (loss)		(18,020	)		(23,400	)
Limited partners’ interest in net income (loss) - basic and diluted	$	79		$	(1,985	)
Denominator:
Weighted-average limited partnership units outstanding - basic		34,444,113			34,157,088
Adjustment for phantom and phantom performance units^(a)		12,352			—
Weighted-average limited partnership units outstanding - diluted		34,456,465			34,157,088
Net income (loss) per limited partnership unit - basic and diluted	$	0.00		$	(0.06	)

Distributions paid per common unit	$	0.5250		$	0.6275
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250

(a)	Excludes 7,971 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three months ended March 31, 2018.

Distributions Made to Limited Partner, by Distribution

Distribution activity for 2019 is as follows:

Quarter Ended

Record Date

Payment Date

Cash

Distribution

(per unit)

Cash

Distribution

(in thousands)

December 31, 2018

February 11, 2019

February 19, 2019

0.5250

18,099

March 31, 2019

May 6, 2019

May 13, 2019

0.5250

18,099

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Schedule of Reportable Segments

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

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2019
Revenues from fuel sales to external customers	$	329,913	$	99,600	$	—		$	429,513
Intersegment revenues from fuel sales		75,881		—		(75,881	)		—
Revenues from food and merchandise sales		—		20,016		—			20,016
Rent income		19,636		2,002		—			21,638
Other revenue		619		—		—			619
Total revenues	$	426,049	$	121,618	$	(75,881	)	$	471,786

Income from CST Fuel Supply equity interests	$	3,426	$	—	$	—		$	3,426
Operating income (loss)^(a)	$	24,288	$	608	$	(17,284	)	$	7,612

Three Months Ended March 31, 2018
Revenues from fuel sales to external customers	$	382,000	$	127,317	$	—		$	509,317
Intersegment revenues from fuel sales		98,393		—		(98,393	)		—
Revenues from food and merchandise sales		—		22,586		—			22,586
Rent income		19,755		1,966		—			21,721
Other revenue		946		—		—			946
Total revenues	$	501,094	$	151,869	$	(98,393	)	$	554,570

Income from CST Fuel Supply equity interests	$	3,805	$	—	$	—		$	3,805
Operating income (loss)^(a)	$	26,163	$	1,349	$	(20,088	)	$	7,424

(a)

Summary of Receivables Relating to Revenue Streams

Receivables relating to the revenue streams above are as follows:

	March 31,		December 31,
	2019		2018
Receivables from fuel and merchandise sales	$	26,328	$	19,247
Receivables for rent and other lease-related charges		5,596		6,610
Total accounts receivable	$	31,924	$	25,857

Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2019

Schedule Of Supplemental Cash Flow [Line Items]

Cash Flow, Operating Capital

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

	Three Months Ended March 31,
	2019			2018
Decrease (increase):
Accounts receivable	$	(3,077	)	$	2,154
Accounts receivable from related parties		(2,933	)		(1,128	)
Inventories		(987	)		(114	)
Other current assets		848			1,416
Other assets		(519	)		(825	)
Increase (decrease):
Accounts payable		2,838			(63	)
Accounts payable to related parties		1,416			488
Motor fuel taxes payable		117			(426	)
Accrued expenses and other current liabilities		(590	)		(688	)
Other long-term liabilities		678			(382	)
Changes in operating assets and liabilities, net of acquisitions	$	(2,209	)	$	432

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2019		2018
Cash paid for interest	$	6,406	$	7,469
Cash paid for income taxes, net of refunds received		44		135

Non-cash Activities

Schedule Of Supplemental Cash Flow [Line Items]

Schedule of Supplemental Cash Flow Information

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

Three Months Ended March 31,

2019

2018

Amended Omnibus Agreement fees settled in our

common units

—

3,218

Description of Business and Other Disclosures - Lease Accounting - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Leases [Line Items]
Property and equipment, net	$ 602,382	$ 42,000	$ 647,413
Right-of-use assets related to operating leases	128,908
Net adjustment recorded to equity	$ 121,809		$ 110,933	$ 150,817	$ 171,019
ASU 2016-02 [Member]
Leases [Line Items]
Deferred tax assets relating to the failed sale-leasebacks		5,200
Right-of-use assets related to operating leases		133,300
Remove Sale-Leaseback Balances [Member] \| ASU 2016-02 [Member]
Leases [Line Items]
Property and equipment, net		42,000
Sale-leaseback financing obligations		76,100
Deferred tax assets relating to the failed sale-leasebacks		5,200
Net adjustment recorded to equity		28,900
Record ROU asset / Lease Liability [Member] \| ASU 2016-02 [Member]
Leases [Line Items]
Right-of-use assets related to operating leases		$ 135,900

Description of Business and Other Disclosures - Lease Accounting - Summary of Adjustments to Components of Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Significant Accounting Policies [Line Items]
Property and equipment, net	$ 602,382	$ 42,000	$ 647,413
Right-of-use assets, net	128,908
Intangible assets, net	55,061		59,063
Accrued expenses and other current liabilities	16,152		17,871
Current portion of operating lease obligations	23,876
Operating lease obligations, less current portion	107,705
Deferred tax liabilities, net	24,439		19,929
Other long-term liabilities	17,630		95,589
Equity	$ 121,809		$ 110,933	$ 150,817	$ 171,019
ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Right-of-use assets, net		133,300
Remove Sale-Leaseback Balances [Member] \| ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Property and equipment, net		42,000
Equity		28,900
Record ROU asset / Lease Liability [Member] \| ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Right-of-use assets, net		135,900
Adjustments [Member] \| ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Property and equipment, net		605,400
Right-of-use assets, net		133,300
Intangible assets, net		58,100
Accrued expenses and other current liabilities		16,800
Current portion of operating lease obligations		24,300
Operating lease obligations, less current portion		111,600
Deferred tax liabilities, net		25,100
Other long-term liabilities		17,000
Equity		139,800
Adjustments [Member] \| Remove Sale-Leaseback Balances [Member] \| ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Property and equipment, net		(42,000)
Accrued expenses and other current liabilities		(1,100)
Deferred tax liabilities, net		5,200
Other long-term liabilities		(75,000)
Equity		28,900
Adjustments [Member] \| Record ROU asset / Lease Liability [Member] \| ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Right-of-use assets, net		135,900
Current portion of operating lease obligations		24,300
Operating lease obligations, less current portion		111,600
Adjustments [Member] \| Balance Sheet Reclasses [Member] \| ASU 2016-02 [Member]
Significant Accounting Policies [Line Items]
Right-of-use assets, net		(2,600)
Intangible assets, net		(1,000)
Other long-term liabilities		$ (3,600)

Description of Business and Other Disclosures - Concentration Risk - Additional Information (Details) - gal gal in Billions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Valero Energy Corporation [Member]
Concentration Risk [Line Items]
Purchases under supply agreements volume	0.4	0.4
Wholesale Distribution Volumes [Member] \| DMS [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	8.00%	12.00%
Wholesale Distribution Volumes [Member] \| Circle K Stores Inc. [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	7.00%	7.00%
Rental Income [Member] \| DMS [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	9.00%	20.00%
Rental Income [Member] \| Circle K Stores Inc. [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	19.00%	19.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| ExxonMobil, Corp [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	26.00%	26.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| BP P.L.C [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	25.00%	26.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Motiva (Shell) [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	13.00%	12.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Other suppliers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%	11.00%

Asset Exchange Transaction With Circle K - Additional Information (Details) $ in Thousands	Dec. 17, 2018 USD ($) Store	Mar. 31, 2019 USD ($) Store	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Properties aggregate value \| $		$ 793,831	$ 841,146
Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Number of Stores		47
Asset Exchange Agreement [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $	$ 184,500
Asset Exchange Agreement [Member] \| Indemnification Obligations [Member]
Business Acquisition [Line Items]
Warranties and covenants period	18 months
Maximum amount exempted from indemnification obligations \| $	$ 1,845
Maximum indemnification obligation \| $	$ 39,900
Asset Exchange Agreement [Member] \| U.S. Upper Midwest [Member]
Business Acquisition [Line Items]
Number of convenience and fuel retail stores currently owned and operated	17
Asset Exchange Agreement [Member] \| Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Number of Stores	192
Expected period for closure of asset exchange agreement	24 months
Asset Exchange Agreement [Member] \| Circle K Stores Inc. [Member] \| U.S. Upper Midwest [Member]
Business Acquisition [Line Items]
Number of convenience and fuel retail stores currently leased and operated	56
Asset Exchange Agreement [Member] \| Circle K Stores Inc. [Member] \| Fee Site [Member]
Business Acquisition [Line Items]
Number of Stores	162
Asset Exchange Agreement [Member] \| Circle K Stores Inc. [Member] \| Leased Site [Member]
Business Acquisition [Line Items]
Number of Stores	30
Asset Exchange Agreement [Member] \| Circle K Stores Inc. [Member] \| CK Properties [Member]
Business Acquisition [Line Items]
Properties aggregate value \| $	$ 184,500

Assets Held for Sale - Additional Information (Details) - Store	Mar. 31, 2019	Dec. 31, 2018
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores	3	2

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 793,831		$ 841,146
Less accumulated depreciation	(191,449)		(193,733)
Assets held for sale	602,382	$ 42,000	647,413
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	256,017		283,137
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	336,602		361,579
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	183,842		184,653
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	3,181		2,684
Less accumulated depreciation	(537)		(466)
Assets held for sale	2,644		2,218
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	2,289		2,029
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	591		417
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 301		$ 238

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Retail site merchandise	$ 6,934	$ 7,085
Motor fuel	8,136	6,998
Inventories	$ 15,070	$ 14,083

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 793,831		$ 841,146
Less accumulated depreciation	(191,449)		(193,733)
Assets held for sale	602,382	$ 42,000	647,413
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	256,017		283,137
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	336,602		361,579
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	8,123		7,936
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	183,842		184,653
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 9,247		$ 3,841

Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019	Dec. 31, 2018
Property Plant And Equipment [Abstract]
Property and equipment, net	$ 602,382		$ 42,000	$ 647,413
Finance lease, right-of-use asset	15,700
Finance lease, amortization of right-of-use asset	$ 700
Impairment charge. Property, Plant, and Equipment		$ 1,200

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 132,410	$ 143,587
Finite-Lived Intangible Assets, Accumulated Amortization	(77,349)	(84,524)
Intangible assets, net	55,061	59,063
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	126,734	126,734
Finite-Lived Intangible Assets, Accumulated Amortization	(72,169)	(69,265)
Intangible assets, net	54,565	57,469
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,095	1,095
Finite-Lived Intangible Assets, Accumulated Amortization	(1,026)	(1,006)
Intangible assets, net	69	89
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	4,581	4,581
Finite-Lived Intangible Assets, Accumulated Amortization	(4,154)	(4,077)
Intangible assets, net	$ 427	504
Below Market Lease [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross		11,177
Finite-Lived Intangible Assets, Accumulated Amortization		(10,176)
Intangible assets, net		$ 1,001

Debt - Long-Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Revolving credit facility	$ 516,500	$ 498,000
Finance lease obligations	24,375	24,927
Total debt and finance lease obligations	540,875	522,927
Current portion	2,339	2,296
Noncurrent portion	538,536	520,631
Deferred financing costs, net	1,677	1,355
Noncurrent portion, net of deferred financing costs	$ 536,859	$ 519,276

- 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 - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
2019	$ 2,316
2020	519,666
2021	3,266
2022	3,367
2023	3,761
Thereafter	12,014
Total future payments	544,390
Less interest component	3,515
Total debt and finance lease obligations	540,875
Current portion of debt and finance lease obligations	2,339	$ 2,296
Long-term portion	538,536
Debt [Member]
Debt Instrument [Line Items]
2020	516,500
Total future payments	516,500
Total debt and finance lease obligations	516,500
Long-term portion	516,500
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
2019	2,316
2020	3,166
2021	3,266
2022	3,367
2023	3,761
Thereafter	12,014
Total future payments	27,890
Less interest component	3,515
Total debt and finance lease obligations	24,375
Current portion of debt and finance lease obligations	2,339
Long-term portion	$ 22,036

Debt - Additional Information (Details) $ in Millions		3 Months Ended
Debt - Additional Information (Details) $ in Millions	Apr. 01, 2019 USD ($)	Mar. 31, 2019 USD ($) Site	May 02, 2019 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount		$ 5.5		$ 5.2
Line of Credit Facility, Description		Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to LIBOR for interest periods of one, two, three or six months (or, if consented to by all lenders, for such other period that is twelve months or a period shorter than one month)
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		100.00%
Line of Credit Facility, Maximum Borrowing Capacity		$ 650.0
Debt Instrument, Maturity Date		Apr. 30, 2020
Federal funds rate		50.00%
Commitment fee range		40.00%
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio		250.00%
Revolving Credit Facility [Member] \| Minimum
Debt Instrument [Line Items]
Consolidated leverage ratio		150.00%
Commitment fee based on the unused portion of the credit facility		25.00%
Revolving Credit Facility [Member] \| Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio		250.00%
Commitment fee based on the unused portion of the credit facility		45.00%
Revolving Credit Facility [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 750.0
Ability to Increase Line of Credit Facility, Maximum Borrowing Capacity	$ 300.0
Debt Instrument, Maturity Date	Apr. 30, 2024
New Credit Agreement \| Subsequent Event [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 521.3		$ 20.8
Cash	0.3
Line of credit facility; remaining borrowing Capacity	516.5
Accrued interest	2.0
Payment of fees and expenses	$ 3.1
Base Rate [Member] \| Revolving Credit Facility [Member] \| Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		225.00%
Consolidated leverage ratio		50.00%
Base Rate [Member] \| Revolving Credit Facility [Member] \| Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		125.00%
Consolidated leverage ratio		150.00%
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End		5.24%
Notes Payable to Banks [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate		2.75%
Swing-Line Loans [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Increase (Decrease), Net		$ 35.0
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Increase (Decrease), Net		$ 65.0
Standy letters of credit fronting fee percentage		0.125%
Recently Completed Four Fiscal Quarters Thereafter [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio		5.00%
Recently Completed Four Fiscal Quarters Thereafter [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio		4.75%
Upon Issuance Of Qualified Senior Notes \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio		5.25%
Line Of Credit Facility Financial Covenants Combined Leverage Ratio, Threshold		5.50%
Upon Issuance Of Qualified Senior Notes \| Revolving Credit Facility [Member] \| Jet-Pep Assets Acquisition [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio, Threshold		5.50%
Senior Secured Notes [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio		3.75%
Line Of Credit Facility Financial Covenants Combined Leverage Ratio, Threshold		4.00%
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
Weighted Average Discount Rate, Percent		3.50%
Interest on Finance Lease Obligation		$ 0.2
Finance Lease Obligations [Member] \| Getty Realty Corporation [Member]
Debt Instrument [Line Items]
Lessee Leasing Arrangements, Operating Leases, Term of Contract		15 years
Lease Extended Period Of Lease		20 years
Number Of Gas Stations Leased \| Site		115
Finance Lease, Weighted Average Remaining Lease Term		8 years 1 month 6 days
Percentage Increase Annual Fixed Rent Payments		1.50%
Finance Lease Obligations [Member] \| Minimum
Debt Instrument [Line Items]
Percentage increase of fair value at lease inception exceeds total fair value real property		25.00%

Operating Leases - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) Store	Dec. 31, 2018 USD ($)
Operating Leases [Line Items]
Non-cancelable operating leases obligation expiration period	2033
Weighted average remaining lease term	6 years 2 months 12 days
Number of retail sites leased to third party \| Store	400
Variable lease payments	$ 0.4
Short-term lease payments	0.1
Operating lease payments	$ 7.0
Weighted average discount rate	6.90%
Sublease rental income	$ 9.5
Lessor operating lease term of expiration	through 2033
Deferred rent income under lease agreement	$ 6.6	$ 6.3
Minimum
Operating Leases [Line Items]
Sublease contract term	1 year
Maximum
Operating Leases [Line Items]
Sublease contract term	10 years

Operating Leases - Schedule of Lease Expenses (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Operating Leases [Line Items]
Lease expense	$ 7,030
Cost of Sales [Member]
Operating Leases [Line Items]
Lease expense	6,659
Operating Expenses [Member]
Operating Leases [Line Items]
Lease expense	205
General and Administrative Expenses [Member]
Operating Leases [Line Items]
Lease expense	$ 166

Operating Leases - Schedule of Future Minimum Rental Payments Under Operating Leases (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Operating Lease Liabilities Payments Due [Abstract]
2019	$ 18,783
2020	22,839
2021	20,187
2022	18,708
2023	16,784
Thereafter	83,441
Total future minimum rental payments	180,742
Less impact of discounting	49,161
Operating lease liability	131,581
Current portion	23,876
Long-term portion	$ 107,705

Operating Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	$ 46,941
2020	56,531
2021	49,789
2022	44,642
2023	42,008
Thereafter	116,756
Total future minimum rental payments	356,667
Non-Related Third Party [Member]
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	31,888
2020	36,381
2021	29,551
2022	24,315
2023	21,591
Thereafter	68,819
Total future minimum rental payments	212,545
Circle K [Member]
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	10,634
2020	14,178
2021	14,178
2022	14,178
2023	14,178
Thereafter	18,850
Total future minimum rental payments	86,196
DMS [Member]
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	4,419
2020	5,972
2021	6,060
2022	6,149
2023	6,239
Thereafter	29,087
Total future minimum rental payments	$ 57,926

Related-Party Transactions - Additional Information (Details) $ in Thousands				3 Months Ended		9 Months Ended
	Apr. 01, 2019 USD ($) gal	May 31, 2018 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2019 USD ($) Store Site	Mar. 31, 2018 USD ($)	Dec. 31, 2019 USD ($)	Jan. 01, 2020 gal	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Accounts receivable from related parties				$ 12,735				$ 9,697
Income from CST Fuel Supply equity interests				3,426	$ 3,805
Cost of services				434,709	514,619
Accounts payable to related parties				26,594				25,045
Incentive distribution				133	1,180
Capital expenditures				7,078	2,097
Rental income				$ 21,638	$ 21,721
Wholesale Fuel Supply Contracts/Rights [Member] \| CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage			17.50%	17.50%	17.50%
Income from CST Fuel Supply equity interests				$ 3,400	$ 3,800
Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred				$ 2,900	3,100
Circle K Stores Inc. [Member]
Related Party Transaction [Line Items]
Number of Stores \| Store				47
Number of retail sites leased to related party \| Store				73
Lessor leasing arrangements, operating leases, initial term				10 years
Payment of leasehold interest		$ 500	$ 500
Amounts payable to fuel purchases and freight commissions to related parties				$ 4,700				4,300
Incentive distribution				100	1,200
Dividends cash				3,900	4,500
Circle K Stores Inc. [Member] \| Franchise [Member]
Related Party Transaction [Line Items]
Cost of services				200	400
Circle K Stores Inc. [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Accounts receivable from related parties				5,000				2,600
Circle K Stores Inc. [Member] \| Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties				20,500				20,200
Circle K Stores Inc. [Member] \| Jet-Pep Assets Acquisition [Member]
Related Party Transaction [Line Items]
Purchases from related party				37,400	46,900
DMS [Member]
Related Party Transaction [Line Items]
Accounts receivable from related parties				$ 6,900				$ 5,600
Number of sites covered by master lease agreement \| Site				70
Number of remaining fuel deliveries covered by fuel supply agreement \| Site				85
DMS [Member] \| Scenario, Forecast [Member]
Related Party Transaction [Line Items]
Capital expenditures						$ 1,250
Additional fuel purchase agreement reduced per gallon \| gal							0.005
DMS [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Decrease in rental income	$ 500
Fuel purchase agreement reduced per gallon \| gal	0.01
Topper And Entities [Member]
Related Party Transaction [Line Items]
Cost of services				$ 400	200
Accounts payable to related parties			$ 400	200	400
Rental income				100	100
Rent expense				300	200
C S T Brands Inc
Related Party Transaction [Line Items]
Rent expense				200	200
Couche-Tard [Member]
Related Party Transaction [Line Items]
Commission on transportation costs				$ 200	$ 100

Related-Party Transactions - Revenues from Wholesale Fuel Sales and Real Property Rental Income from Circle K (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 73,627	$ 103,521
Rental income	21,638	21,721
Circle K Stores Inc. [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	33,315	36,060
Circle K Stores Inc. [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 4,198	$ 4,198

Related-Party Transactions - Common Units Issued to Circle K as Consideration for Amounts Due Under the Terms of the Amended Omnibus Agreement (Details) - shares	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Common Units Issued To C S T As Consideration For Amounts Due Under Terms Of Amended Omnibus Agreement [Abstract]
Date of Issuance	May 21, 2018	Mar. 01, 2018
Number of Common Units Issued	155,236	136,882

Related-Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 73,627	$ 103,521
Rental income	21,638	21,721
DMS [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	34,120	58,921
DMS [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 1,946	$ 4,285

Commitments and Contingencies - Additional Information (Details)	3 Months Ended
	Mar. 31, 2019 USD ($) Store	Dec. 31, 2018 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 3,400,000	$ 3,600,000
Other Assets [Member]
Commitments And Contingencies Disclosure [Abstract]
Indemnification assets related to third party escrow funds, state funds or insurance	3,000,000	$ 3,200,000
Assets Held-for-sale [Member]
Recorded Third Party Environmental Recoveries [Line Items]
Maximum possible civil penalties per day if violates FTC divestiture orders	$ 41,000
Assets Held-for-sale [Member] \| Circle K Stores Inc. [Member]
Recorded Third Party Environmental Recoveries [Line Items]
Number of stores divested \| Store	9

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Line of Credit Facility, Fair Value of Amount Outstanding	$ 516.5	$ 498.0

Equity-Based Compensation - Summary of Cross America Equity-Based Award Activity (Details)	3 Months Ended
	Mar. 31, 2019 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	30,014
Forfeited	(717)
Nonvested, Ending balance	29,297
Circle K [Member] \| Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	827
Nonvested, Ending balance	827
Circle K [Member] \| Phantom Performance Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	13,607
Forfeited	(717)
Nonvested, Ending balance	12,890
Director [Member] \| Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	15,580
Nonvested, Ending balance	15,580

Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 100		$ 100
Liability related awards	200	$ 100
Equity-based employee and directors compensation expense	202		43
Unrecognized compensation expense associated with CST restricted stock units granted	300	$ 300
Amended and Restated Omnibus Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based employee and directors compensation expense	$ 100		$ 100

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 01, 2019
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 149	$ 273
Income Tax Holiday, Description	As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period presented.
Maximum
Operating Loss Carryforwards [Line Items]
Limited Partnership Percentage Of Non Qualifying Income To Gross Income	10.00%
ASU 2016-02 [Member]
Operating Loss Carryforwards [Line Items]
Deferred tax assets, sale leaseback			$ 5,200

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

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Numerator:

Distributions paid

$ 18,099

$ 21,415

Allocation of distributions in excess of net income (loss)

(18,020)

(23,400)

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

$ 79

$ (1,985)

Denominator:

Weighted-average limited partnership units outstanding - basic

34,444,113

34,157,088

Adjustment for phantom and phantom performance units

^[1]

12,352

Weighted-average limited partnership units outstanding - diluted

34,456,465

34,157,088

Net income (loss) per limited partnership unit - basic and diluted

$ 0.00

$ (0.06)

Distributions paid per common unit

0.5250

0.6275

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

$ 0.5250

[1]	Excludes 7,971 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three months ended March 31, 2018.

Net Income Per Limited Partner Unit - Reconciliation of Net Income (Loss) and Weighted-Average Units Used in Computing Basic and Diluted Net Income (Loss) Per Limited Partner Unit (Parenthetical) (Details)	3 Months Ended
	Mar. 31, 2018 shares
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	7,971

Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Distributions [Abstract]
Record Date	May 06, 2019	Feb. 11, 2019
Payment Date	May 13, 2019	Feb. 19, 2019
Cash Distribution (per unit)	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 18,099	$ 18,099

Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) Segment	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Segment Reporting [Abstract]
Number of reportable segments \| Segment	2
Contract costs, unamortized balance	$ 5.9		$ 5.7
Contract costs, amortization against operating revenues	$ 0.2	$ 0.2

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Segment Reporting Information [Line Items]

Total revenues

$ 471,786

$ 554,570

Rental income

21,638

21,721

Income from CST Fuel Supply equity interests

3,426

3,805

Operating income (loss)

^[1]

7,612

7,424

Fuel Sales to External Customers [Member]

Segment Reporting Information [Line Items]

Total revenues

429,513

509,317

Food and Merchandise Sales [Member]

Segment Reporting Information [Line Items]

Total revenues

20,016

22,586

Other Revenue [Member]

Segment Reporting Information [Line Items]

Total revenues

619

946

Unallocated [Member]

Segment Reporting Information [Line Items]

Total revenues

(75,881)

(98,393)

Operating income (loss)

^[1]

(17,284)

(20,088)

Unallocated [Member] | Fuel Sales to External Customers [Member]

Segment Reporting Information [Line Items]

Total revenues

(75,881)

(98,393)

Wholesale [Member] | Operating Segments [Member]

Segment Reporting Information [Line Items]

Total revenues

426,049

501,094

Rental income

19,636

19,755

Income from CST Fuel Supply equity interests

3,426

3,805

Operating income (loss)

^[1]

24,288

26,163

Wholesale [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member]

Segment Reporting Information [Line Items]

Total revenues

329,913

382,000

Wholesale [Member] | Operating Segments [Member] | Other Revenue [Member]

Segment Reporting Information [Line Items]

Total revenues

619

946

Wholesale [Member] | Intersegment [Member] | Fuel Sales to External Customers [Member]

Segment Reporting Information [Line Items]

Total revenues

75,881

98,393

Retail [Member] | Operating Segments [Member]

Segment Reporting Information [Line Items]

Total revenues

121,618

151,869

Rental income

2,002

1,966

Operating income (loss)

^[1]

608

1,349

Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member]

Segment Reporting Information [Line Items]

Total revenues

99,600

127,317

Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member]

Segment Reporting Information [Line Items]

Total revenues

$ 20,016

$ 22,586

[1]

Segment Reporting - Schedule of Reportable Segments (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
Operating leases payment	$ 7,030
ASU 2016-02 [Member] \| Wholesale [Member]
Segment Reporting Information [Line Items]
Operating leases payment		$ 1,700
ASU 2016-02 [Member] \| Retail [Member]
Segment Reporting Information [Line Items]
Operating leases payment		$ 100

Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Total accounts receivable	$ 31,924	$ 25,857
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	26,328	19,247
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 5,596	$ 6,610

Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Decrease (increase):
Accounts receivable	$ (3,077)	$ 2,154
Accounts receivable from related parties	(2,933)	(1,128)
Inventories	(987)	(114)
Other current assets	848	1,416
Other assets	(519)	(825)
Increase (decrease):
Accounts payable	2,838	(63)
Accounts payable to related parties	1,416	488
Motor fuel taxes payable	117	(426)
Accrued expenses and other current liabilities	(590)	(688)
Other long-term liabilities	678	(382)
Changes in operating assets and liabilities, net of acquisitions	$ (2,209)	$ 432

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 6,406	$ 7,469
Cash paid for income taxes, net of refunds received	$ 44	$ 135

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Supplemental Cash Flow Information [Abstract]
Amended Omnibus Agreement fees settled in our common units	$ 3,218

Separation Benefits - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019 USD ($) Store
Restructuring Cost And Reserve [Line Items]
Separate benefit costs \| $	$ 0.4
Circle K Stores Inc. [Member]
Restructuring Cost And Reserve [Line Items]
Number of operated sites expect to exchange	17
Numbe of opearted sites	63
Number of remaining operated sites	46