View Filing Data

Income (loss) before income taxes

^[1]

13,920

(1,568)

21,532

5,856

Other income, net

184

183

Interest expense

(7,236)

(8,157)

(14,573)

(16,209)

6,782

(9,636)

7,143

(10,170)

Income tax expense (benefit)

341

(2,698)

490

(2,425)

Net income (loss)

6,441

(6,938)

6,653

(7,745)

Less: net loss attributable to noncontrolling interests

(3)

(5)

Net income (loss) attributable to limited partners

6,441

(6,935)

6,653

(7,740)

IDR distributions

(133)

(266)

(1,313)

Net income (loss) available to limited partners

$ 6,308

$ (7,068)

$ 6,387

$ (9,053)

Basic and diluted income (loss) per limited partner unit

$ 0.18

$ (0.21)

$ 0.19

$ (0.26)

Weighted-average limited partner units:

Basic common units

34,444,180

34,336,386

34,444,147

34,247,232

Diluted common units

34,461,024

34,346,097

34,461,470

34,257,559

Supplemental information:

(a) Includes excise taxes of:

$ 19,906

$ 25,450

$ 40,350

$ 49,808

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

$ 88,361

$ 124,550

$ 161,988

$ 228,071

[1]

As discussed in Note 1, as a result of the adoption of ASC 842, operating income for the three and six months ended June 30, 2019 is not comparable to operating income for the three and six months ended June 30, 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 Wholesale and Retail segments amounted to approximately $1.7 million and $0.1 million for the three months ended June 30, 2018 and $3.3 million and $0.3 million for the six months ended June 30, 2018, respectively.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net income (loss)	$ 6,653	$ (7,745)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion expense	25,557	37,432
Amortization of deferred financing costs	545	921
Amortization of above market leases, net		(6)
Provision for losses on doubtful accounts	49	206
Deferred income taxes	1,718	(3,311)
Equity-based employee and director compensation expense	326	173
Amended Omnibus Agreement fees settled in common units		3,300
Loss on dispositions and lease terminations, net	428	6,617
Changes in operating assets and liabilities, net of acquisitions	(1,106)	(358)
Net cash provided by operating activities	34,170	37,229
Cash flows from investing activities:
Principal payments received on notes receivable	692	641
Proceeds from sale of assets	902	107
Capital expenditures	(10,710)	(6,250)
Cash paid to Circle K in connection with acquisitions		(485)
Net cash used in investing activities	(6,359)	(5,987)
Cash flows from financing activities:
Borrowings under the revolving credit facility	46,634	72,895
Repayments on the revolving credit facility	(34,334)	(62,395)
Payments of long-term debt and finance lease obligations	(1,124)	(1,040)
Payments of sale leaseback obligations		(489)
Payment of deferred financing costs	(3,441)	(887)
Distributions paid on distribution equivalent rights	(31)	(16)
Distributions paid to holders of the IDRs	(266)	(1,313)
Distributions paid to noncontrolling interests		(18)
Distributions paid on common units	(36,167)	(39,401)
Net cash used in financing activities	(28,729)	(32,664)
Net decrease in cash and cash equivalents	(918)	(1,422)
Cash and cash equivalents at beginning of period	3,191	3,897
Cash and cash equivalents at end of period	2,273	$ 2,475
Circle K Stores Inc. [Member]
Cash flows from investing activities:
Proceeds from sale of assets	$ 2,757

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, 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	6,518
Net (loss) income and comprehensive (loss) income	(7,745)
Balance at Jun. 30, 2018	129,630	$ 129,971		(341)
Balance, Common Units at Jun. 30, 2018		34,433,574
Balance at Mar. 31, 2018	150,817	$ 151,155		(338)
Balance, Common Units at Mar. 31, 2018		34,248,343
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement	3,300	$ 3,300
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement, Units		155,236
Vesting of incentive and director awards, net of units withheld for tax	642	$ 642
Vesting of incentive and director awards, net of units withheld for taxes, Units		29,995
Acquisition of leasehold interest in three sites from Circle K	(56)	$ (56)
Net (loss) income and comprehensive (loss) income	(6,938)	(7,068)	133	(3)
Distributions paid	(18,135)	(18,002)	(133)
Balance at Jun. 30, 2018	129,630	$ 129,971		$ (341)
Balance, Common Units at Jun. 30, 2018		34,433,574
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
Balance at Dec. 31, 2018	110,933	$ 110,933
Balance, Common Units at Dec. 31, 2018		34,444,113
Net (loss) income and comprehensive (loss) income	6,653
Balance at Jun. 30, 2019	103,665	$ 103,665
Balance, Common Units at Jun. 30, 2019		34,444,356
Balance at Mar. 31, 2019	121,809	$ 121,809
Balance, Common Units at Mar. 31, 2019		34,444,113
Vesting of incentive and director awards, net of units withheld for tax	$ 4	$ 4
Vesting of incentive and director awards, net of units withheld for taxes, Units	407	243
Asset exchange with Circle K, net of tax	$ (6,357)	$ (6,357)
Net (loss) income and comprehensive (loss) income	6,441	6,308	133
Distributions paid	(18,232)	(18,099)	$ (133)
Balance at Jun. 30, 2019	$ 103,665	$ 103,665
Balance, Common Units at Jun. 30, 2019		34,444,356

Description of Business and Other Disclosures

6 Months Ended

Jun. 30, 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 June 30, 2019 and for the three and six months ended June 30, 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 and six months ended June 30, 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 and six months ended June 30, 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 six months ended June 30, 2019, we distributed 8% of our total wholesale distribution volumes to DMS and DMS accounted for 8% of our rental income. For the six months ended June 30, 2018, we distributed 12% of our total wholesale distribution volumes to DMS and DMS accounted for 18% of our rental income. See Note 9 for information on an amendment to the master lease and master fuel supply agreements with DMS.

In June 2018, we executed master fuel supply and master lease agreements with a third party multi-site operator of retail motor fuel stations, to which we transitioned 43 sites in Florida from DMS in the third quarter of 2018. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options. See Note 9 for information relating to our recapture of these sites from the master lease agreement with DMS.

For the six months ended June 30, 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 six months ended June 30, 2018, we distributed 6% 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 six months ended June 30, 2019, our wholesale business purchased approximately 26%, 23%, 12% and 13% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. For the six months ended June 30, 2018, our wholesale business purchased approximately 26%, 26%, 12% and 10% 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 six months ended June 30, 2019 and 2018.

Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented.

Asset Exchange Transaction With Circle K

6 Months Ended

Jun. 30, 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 fair 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 fair 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 multiple 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 separate tranche closings over a period of up to 24 months as Circle K enters into such dealer agreements or agent agreements. At each separate closing, CK Properties and related CK Assets will be exchanged for CAPL Properties and related CAPL Assets of approximately equivalent value. After the final tranche closing, any net valuation difference will be paid by the party owing such amount to the other.

Each separate 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.

First Asset Exchange

On May 21, 2019, the closing of the first separate tranche of asset exchanges under the Asset Exchange Agreement occurred (the “First Asset Exchange”). In this First Asset Exchange, Circle K transferred to the Partnership 60 (52 fee and 8 leased) U.S. company-operated convenience and fuel retail stores having an aggregate fair value of approximately $58.1 million, and the Partnership transferred to Circle K all 17 of the Upper Midwest properties and the real property for eight of the master lease properties having an aggregate fair value of approximately $58.3 million.

In connection with the closing of the First Asset Exchange, the stores transferred by Circle K were dealerized as contemplated by the Asset Exchange Agreement and Circle K’s rights under the dealer agreements and agent agreements that were entered into in connection therewith were assigned to the Partnership. Additionally, at the closing of the First Asset Exchange, LGW and Circle K entered into a Sub-Jobber Agreement, dated as of May 21, 2019 (the “Sub-Jobber Agreement”), pursuant to which Circle K will supply fuel to LGW for resale to the dealers at the 60 stores that Circle K transferred to the Partnership in the First Asset Exchange. While there is no minimum or maximum quantity of products that LGW is required to purchase from Circle K, for each store location covered by the Sub-Jobber Agreement, LGW must purchase from Circle K all of the requirements for motor fuel at the stores covered by the Sub-Jobber Agreement, except in certain limited circumstances described in the Sub-Jobber Agreement. The term of the Sub-Jobber Agreement will expire on May 21, 2024, unless earlier terminated by either party in accordance with the terms of the Sub-Jobber Agreement. Circle K also has the right to grant temporary extensions of the Sub-Jobber Agreement of up to 180 days per extension.

After each subsequent separate “tranche” closing under the Asset Exchange Agreement, the Sub-Jobber Agreement will be amended by agreement of LGW and Circle K to add the store locations acquired by the Partnership at such closing to the Sub-Jobber Agreement.

The purchase and sale were accounted for as transactions between entities under common control. As such, the sites divested were recorded as a charge against equity. The sites acquired were recorded at carryover book basis from Circle K’s balance sheet as a contribution to equity.

We recorded the following to reflect the divestiture of the 25 CAPL Properties in the First Asset Exchange with the net assets divested recorded through equity (in thousands).

Property and equipment, net	$	40,686
Right-of-use assets, net		3,077
Intangible assets, net		2,135
Total assets	$	45,898

Current portion of operating lease obligations	$	448
Operating lease obligations, less current portion		2,629
Deferred income taxes		4,804
Asset retirement obligations		821
Total liabilities	$	8,702
Net assets divested	$	37,196

We recorded the following to reflect the acquisition of the 60 CK Properties in the First Asset Exchange with the net assets acquired recorded through equity (in thousands).

Property and equipment, net	$	35,345
Right-of-use assets, net		1,956
Total assets	$	37,301

Current portion of operating lease obligations	$	563
Operating lease obligations, less current portion		1,393
Deferred income taxes		(2,282	)
Asset retirement obligations		1,887
Total liabilities	$	1,561
Net assets acquired	$	35,740

Net decrease in net assets	$	(1,456	)
Note receivable from Circle K^(a)		234
Income tax liability incurred on sale		(5,135	)
Net charge to equity	$	(6,357	)

(a)

Because the fair value of the properties divested to Circle K was $0.2 million greater than the fair value of the properties acquired from Circle K in the First Asset Exchange, we recognized a receivable for $0.2 million.

We received $2.8 million in cash from Circle K during the second quarter of 2019 as consideration primarily for 1) inventory transferred by us to Circle K at the 17 company operated sites; and 2) security deposits from dealers assigned by Circle K to us.

The second tranche is anticipated to close in the third quarter of 2019, subject to approval by the independent conflicts committee of the Board. All sites are anticipated to be exchanged by the end of the first quarter of 2020.

Assets Held for Sale

6 Months Ended

Jun. 30, 2019

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

Assets Held for Sale

Note 3. ASSETS HELD FOR SALE

We have classified two sites as held for sale at June 30, 2019 and December 31, 2018, respectively, which are expected to be sold during 2019. Assets held for sale were as follows (in thousands):

	June 30,			December 31,
	2019			2018
Land	$	2,029		$	2,029
Buildings and site improvements		427			417
Equipment		308			238
Total		2,764			2,684
Less accumulated depreciation		(500	)		(466	)
Assets held for sale	$	2,264		$	2,218

Inventories

6 Months Ended

Jun. 30, 2019

Inventory Disclosure [Abstract]

Inventories

Note 4. INVENTORIES

Inventories consisted of the following (in thousands):

	June 30,		December 31,
	2019		2018
Retail site merchandise	$	5,170	$	7,085
Motor fuel		7,594		6,998
Inventories	$	12,764	$	14,083

See Note 2 for additional information related to the May 2019 closing of the first tranche of the asset exchange with Circle K.

Property and Equipment

6 Months Ended

Jun. 30, 2019

Property Plant And Equipment [Abstract]

Property and Equipment

Note 5. PROPERTY AND EQUIPMENT

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

	June 30,			December 31,
	2019			2018
Land	$	259,537		$	283,137
Buildings and site improvements		320,122			361,579
Leasehold improvements		8,328			7,936
Equipment		185,283			184,653
Construction in progress		8,650			3,841
Property and equipment, at cost		781,920			841,146
Accumulated depreciation and amortization		(191,038	)		(193,733	)
Property and equipment, net	$	590,882		$	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 $15.1 million at June 30, 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 $0.5 million and $1.2 million for the three and six months ended June 30, 2019.

We recorded impairment charges totaling $7.6 million and $8.9 million during the three and six months ended June 30, 2018 related to the FTC-required divestitures, included within depreciation, amortization and accretion expense on the statement of operations. The impairment charges for the three and six months ended June 30, 2018 include $1.2 million of wholesale fuel distribution rights and $0.3 million of goodwill, most of which related to the Retail segment.

See Note 2 for additional information related to the May 2019 closing of the first tranche of the asset exchange with Circle K.

Intangible Assets

6 Months Ended

Jun. 30, 2019

Intangible Assets Net Excluding Goodwill [Abstract]

Intangible Assets

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

	June 30, 2019							December 31, 2018
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	124,479	$	(74,694	)	$	49,785	$	126,734	$	(69,265	)	$	57,469
Trademarks		1,078		(1,038	)		40		1,095		(1,006	)		89
Covenant not to compete		4,552		(4,190	)		362		4,581		(4,077	)		504
Below market leases		—		—			—		11,177		(10,176	)		1,001
Total intangible assets	$	130,109	$	(79,922	)	$	50,187	$	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.

See Note 2 for additional information on the May 2019 closing of the first tranche of the asset exchange with Circle K.

Debt

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Debt

Note 7. DEBT

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

	June 30,		December 31,
	2019		2018
Revolving credit facility	$	510,300	$	498,000
Finance lease obligations		23,803		24,927
Total debt and finance lease obligations		534,103		522,927
Current portion		2,382		2,296
Noncurrent portion		531,721		520,631
Deferred financing costs, net		4,251		1,355
Noncurrent portion, net of deferred financing costs	$	527,470	$	519,276

As of June 30, 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	$	—	$	1,550	$	1,550
2020		—		3,166		3,166
2021		—		3,266		3,266
2022		—		3,367		3,367
2023		—		3,761		3,761
Thereafter		510,300		12,014		522,314
Total future payments		510,300		27,124		537,424
Less interest component		—		3,321		3,321
		510,300		23,803		534,103
Current portion		—		2,382		2,382
Long-term portion	$	510,300	$	21,421	$	531,721

Our borrowings under the revolving credit facility had a weighted-average interest rate of 4.66% as of June 30, 2019 (LIBOR plus an applicable margin, which was 2.25% as of June 30, 2019). Letters of credit outstanding at June 30, 2019 and December 31, 2018 totaled $5.4 million and $5.2 million, respectively. The amount of availability under the credit facility at June 30, 2019, after taking into consideration debt covenant restrictions, was $93.2 million.

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. As of June 30, 2019, we were in compliance with these financial covenants.

In addition to rolling the $516.5 million of borrowings under the Existing Credit Agreement into the New Credit Agreement, we also initially drew $4.8 million and used $0.3 million of cash to pay $2.0 million of accrued interest under the Existing Credit Agreement and to pay $3.1 million of fees and expenses in connection with entering into 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.

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 June 30, 2019, we lease 114 sites under this lease with a weighted-average remaining lease term of 7.8 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 June 30, 2019 was 3.5%. Interest on this finance lease obligation amounted to $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively.

Operating Leases

6 Months Ended

Jun. 30, 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 5.9 years as of June 30, 2019.

Lease expense for the three and six months ended June 30, 2019 was classified in the statement of operations as follows (in thousands):

	Three Months		Six Months
Cost of sales	$	6,813	$	13,472
Operating expenses		145		350
General and administrative expenses		176		342
Total	$	7,134	$	14,164

Variable lease payments included in the above table are based on future inflation, revenues or volumes and totaled $0.5 million and $0.9 million for the three and six months ended June 30, 2019, respectively. Short-term lease payments included in the table above that are excluded from the lease liability totaled $0.1 million and $0.3 million for the three and six months ended June 30, 2019, respectively. Cash paid for amounts included in the measurement of lease liabilities under operating leases totaled $6.4 million and $12.8 million for the three and six months ended June 30, 2019, respectively.

As of June 30, 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 June 30, 2019 was 6.9%.

2019	$	12,584
2020		23,138
2021		20,482
2022		18,907
2023		16,835
Thereafter		80,496
Total future minimum rental payments		172,442
Less impact of discounting		45,596
		126,846
Current portion		23,551
Long-term portion	$	103,295

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 $9.2 million and $18.7 million for the three and six months ended June 30, 2019, respectively.

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 June 30, 2019 were as follows (in thousands):

	Third Party		Circle K		DMS		Total
2019	$	23,438	$	6,440	$	2,392	$	32,270
2020		41,454		12,880		4,885		59,219
2021		34,517		12,880		4,946		52,343
2022		26,016		12,880		5,018		43,914
2023		21,946		12,880		5,091		39,917
Thereafter		69,460		26,273		23,522		119,255
Total future minimum rental payments	$	216,831	$	84,233	$	45,854	$	346,918

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 $6.9 million and $6.3 million at June 30, 2019 and December 31, 2018, respectively.

Related-Party Transactions

6 Months Ended

Jun. 30, 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 65 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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues from motor fuel sales to Circle K	$	42,307	$	43,508	$	75,622	$	79,568
Rental income from Circle K		3,975		4,198		8,172		8,395

Accounts receivable from Circle K for fuel amounted to $4.7 million and $2.6 million at June 30, 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 $3.7 million for the three months ended June 30, 2019 and 2018, respectively and $7.2 million and $7.5 million for the six months ended June 30, 2019 and 2018, respectively.

Purchase of Fuel from Circle K

During the six months ended June 30, 2019, we purchased 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 June 30, 2019 and 2018 and $0.4 million and $0.5 million for the six months ended June 30, 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;

•

retail sites acquired from Circle K in the First Asset Exchange; and

•

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

In total, we purchased $74.0 million and $54.4 million of motor fuel from Circle K for the three months ended June 30, 2019 and 2018, and $111.4 million and $101.3 million for the six months ended June 30, 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 June 30, 2019 and 2018 and $0.4 million and $0.2 million for the six months ended June 30, 2019 and 2018, respectively.

Amounts payable to Circle K related to these fuel purchases and freight commissions totaled $9.0 million and $4.3 million at June 30, 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 $2.7 million and $2.9 million for the three months ended June 30, 2019 and 2018, and $5.6 million and $6.0 million for the six months ended June 30, 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 $21.6 million and $20.2 million at June 30, 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 $0.1 million to Circle K related to its ownership of our IDRs and $3.9 million and $3.8 million related to its ownership of our common units during the three months ended June 30, 2019 and 2018, respectively. We distributed $0.3 million and $1.3 million to Circle K related to its ownership of our IDRs and $7.9 million and $8.4 million related to its ownership of our common units during the six months ended June 30, 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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues from motor fuel sales to DMS	$	40,579	$	73,375	$	74,699	$	132,296
Rental income from DMS		1,439		3,405		3,385		7,690

Accounts receivable from DMS totaled $5.1 million and $5.6 million at June 30, 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 resulted in the following:

•

DMS severed 17 sites from the master lease. Since April 1, 2019, DMS has not been charged rent on these sites. We transitioned 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 beyond the 17 sites noted above, 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.

During the second quarter of 2018, in connection with the transition of 43 sites in Florida from DMS to a third party multi-site operator of retail motor fuel stations, we accrued a $3.8 million contract termination payment paid in cash to DMS during the third quarter of 2018. This payment was approved by the independent conflicts committee of our Board. Additionally, we recorded a $2.2 million charge to write off deferred rent income related to our recapture of these sites from the master lease agreement with DMS. These charges are included in loss on dispositions and lease terminations, net in the statement of operations. See Note 1 for additional information on the agreements entered into with the third party multi-site operator.

Revenues from rental income from Topstar, an entity affiliated with a member of the Board, were $0.1 million for the three and six months ended June 30, 2019 and 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 June 30, 2019 and 2018 and $0.5 million for the six months ended June 30, 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 $0.2 million for the three months ended June 30, 2019 and 2018 and $0.7 million and $0.4 million for the six months ended June 30, 2019 and 2018, respectively. Accounts payable to this related party amounted to $0.1 million and $0.4 million at June 30, 2019 and December 31, 2018, respectively.

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 and $0.4 million for the three and six months ended June 30, 2019 and 2018, respectively.

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 and six months ended June 30, 2019 and 2018.

Commitments and Contingencies

6 Months Ended

Jun. 30, 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 during the six months ended June 30, 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 $3.5 million and $3.6 million at June 30, 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 June 30, 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 not recorded on the balance sheet of the Partnership.

Fair Value Measurements

6 Months Ended

Jun. 30, 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 during the six months ended June 30, 2019 or the year ended December 31, 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 June 30, 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 $510.3 million at June 30, 2019 and $498.0 million at 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

6 Months Ended

Jun. 30, 2019

Equity Based Compensation [Abstract]

Equity-Based Compensation

Note 12. EQUITY-BASED COMPENSATION

Partnership Equity-Based Awards

CrossAmerica equity-based award activity 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
Vested		(407	)		—			—		(407	)
Nonvested at June 30, 2019		420			12,890			15,580		28,890

Equity-based compensation expense related to these awards was insignificant for the three months ended June 30, 2019 and 2018 and $0.2 million and insignificant for the six months ended June 30, 2019 and 2018, respectively. The liability related to these awards totaled $0.3 million and $0.1 million at June 30, 2019 and December 31, 2018, respectively.

In July 2019, the Partnership granted 14,712 phantom performance unit awards to employees of Circle K who provide services to us under the Amended Omnibus Agreement, for which 35% vest upon the third anniversary of the grant date of such awards. The remaining 65% are subject to performance conditions relating to fuel volume, Adjusted EBITDA and employee engagement. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units. These awards may be settled in common units or cash at the discretion of the Board.

In July 2019, the Partnership granted 16,440 phantom units to non-employee directors of the Board as a portion of director compensation. Such awards vest in one year and were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units.

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 and $0.2 million for the three and six months ended June 30, 2019 and 2018, respectively. Unrecognized compensation expense associated with CST equity-based awards amounted to $0.2 million at June 30, 2019 and $0.3 million as of December 31, 2018, which will be recognized over the vesting term through January 2020.

Income Taxes

6 Months Ended

Jun. 30, 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.

As discussed in Note 2, we removed $4.8 million of net deferred tax liabilities and recorded income taxes payable of $5.1 million with respect to the divested sites in connection with the closing of the First Asset Exchange. We also recorded $2.3 million of net deferred tax assets with respect to the acquired sites in connection with the closing of the First Asset Exchange. Each of these adjustments was recorded through equity based on accounting guidance for transactions between entities under common control.

We recorded income tax expense (benefit) of $0.3 million and $(2.7) million for the three months ended June 30, 2019 and 2018 and $0.5 million and $(2.4) million for the six months ended June 30, 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

6 Months Ended

Jun. 30, 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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Numerator:
Distributions paid	$	18,099		$	18,002		$	36,198		$	39,417
Allocation of distributions in excess of net income (loss)		(11,791	)		(25,070	)		(29,811	)		(48,470	)
Limited partners’ interest in net income (loss) - basic and diluted	$	6,308		$	(7,068	)	$	6,387		$	(9,053	)
Denominator:
Weighted-average limited partnership units outstanding - basic		34,444,180			34,336,386			34,444,147			34,247,232
Adjustment for phantom and phantom performance units^(a)		16,844			—			17,323			—
Weighted-average limited partnership units outstanding - diluted		34,461,024			34,336,386			34,461,470			34,247,232
Net income (loss) per limited partnership unit - basic and diluted	$	0.18		$	(0.21	)	$	0.19		$	(0.26	)

Distributions paid per common unit	$	0.5250		$	0.5250		$	1.0500		$	1.1525
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250		$	1.0500		$	1.0500

(a)	Excludes 9,711 and 10,327 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three and six months ended June 30, 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

June 30, 2019

July 30, 2019

August 6, 2019

0.5250

18,115

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

6 Months Ended

Jun. 30, 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.

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 June 30, 2019
Revenues from fuel sales to external customers	$	442,411	$	120,810	$	—		$	563,221
Intersegment revenues from fuel sales		95,009		—		(95,009	)		—
Revenues from food and merchandise sales		—		19,637		—			19,637
Rent income		19,818		2,142		—			21,960
Other revenue		710		—		—			710
Total revenues	$	557,948	$	142,589	$	(95,009	)	$	605,528

Income from CST Fuel Supply equity interests	$	3,734	$	—	$	—		$	3,734
Operating income (loss)^(a)	$	29,679	$	1,299	$	(17,058	)	$	13,920

Three Months Ended June 30, 2018
Revenues from fuel sales to external customers	$	477,562	$	147,494	$	—		$	625,056
Intersegment revenues from fuel sales		117,117		—		(117,117	)		—
Revenues from food and merchandise sales		—		26,134		—			26,134
Rent income		19,394		2,067		—			21,461
Other revenue		644		—		—			644
Total revenues	$	614,717	$	175,695	$	(117,117	)	$	673,295

Income from CST Fuel Supply equity interests	$	3,740	$	—	$	—		$	3,740
Operating income (loss)^(a)	$	30,189	$	1,898	$	(33,655	)	$	(1,568	)

Six Months Ended June 30, 2019
Revenues from fuel sales to external customers	$	772,324	$	220,410	$	—		$	992,734
Intersegment revenues from fuel sales		170,890		—		(170,890	)		—
Revenues from food and merchandise sales		—		39,653		—			39,653
Rent income		39,454		4,144		—			43,598
Other revenue		1,329		—		—			1,329
Total revenues	$	983,997	$	264,207	$	(170,890	)	$	1,077,314

Income from CST Fuel Supply equity interests	$	7,160	$	-	$	-		$	7,160
Operating income (loss)^(a)	$	53,967	$	1,907	$	(34,342	)	$	21,532

Six Months Ended June 30, 2018
Revenues from fuel sales to external customers	$	859,562	$	274,811	$	—		$	1,134,373
Intersegment revenues from fuel sales		215,510		—		(215,510	)		—
Revenues from food and merchandise sales		—		48,720		—			48,720
Rent income		39,149		4,033		—			43,182
Other revenue		1,590		—		—			1,590
Total revenues	$	1,115,811	$	327,564	$	(215,510	)	$	1,227,865

Income from CST Fuel Supply equity interests	$	7,545	$	—	$	—		$	7,545
Operating income (loss)^(a)	$	56,353	$	3,247	$	(53,744	)	$	5,856

(a)

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

	June 30,		December 31,
	2019		2018
Receivables from fuel and merchandise sales	$	26,118	$	19,247
Receivables for rent and other lease-related charges		5,988		6,610
Total accounts receivable	$	32,106	$	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 $6.2 million and $5.7 million at June 30, 2019 and December 31, 2018, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.2 million and $0.4 million for the three and six months ended June 30, 2019 and 2018, respectively.

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

Dealerization of Our Remaining Company Operated Sites

When we convert company owned retail sites from our Retail segment to lessee dealers in our Wholesale segment, 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 or 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.

In June 2019, we entered into master fuel supply and master lease agreements with Applegreen, under which we will dealerize 46 sites currently company operated in the Upper Midwest. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options. The sites are expected to transition during the third quarter of 2019. Base rent generally increases by 1.5% annually, including during the renewal options. Applegreen has the right to sever up to 10 specifically identified sites, for which notice must be provided prior to the end of the first year, and the effective date will be after the second year. Applegreen has the right to sever up to eight of the remaining 36 sites with proper notice. We have committed to making certain EMV upgrades at these 46 sites by October 1, 2020.

After this transition, we will not have any company operated sites and our sole focus will be on our wholesale and commission operations.

Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 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):

	Six Months Ended June 30,
	2019			2018
Decrease (increase):
Accounts receivable	$	(3,965	)	$	(5,556	)
Accounts receivable from related parties		(4,688	)		(1,946	)
Inventories		1,194			(1,296	)
Other current assets		1,407			721
Other assets		(1,817	)		460
Increase (decrease):
Accounts payable		4,890			7,314
Accounts payable to related parties		5,882			3,858
Motor fuel taxes payable		537			(254	)
Accrued expenses and other current liabilities		(6,256	)		(865	)
Other long-term liabilities		1,710			(2,794	)
Changes in operating assets and liabilities, net of acquisitions	$	(1,106	)	$	(358	)

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):

	Six Months Ended June 30,
	2019		2018
Cash paid for interest	$	13,441	$	15,376
Cash paid for income taxes, net of refunds received		2,398		1,286

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

	Six Months Ended June 30,
	2019			2018
Amended Omnibus Agreement fees settled in our common units	$	—		$	6,518
Lease liabilities arising from obtaining right-of-use assets		932			—
Net charge to equity as a result of closing on the First Asset Exchange		(6,357	)		—

Separation Benefits

6 Months Ended

Jun. 30, 2019

Restructuring And Related Activities [Abstract]

Separation Benefits

Note 17. SEPARATION BENEFITS

As discussed in Note 15, we anticipate dealerizing the remaining 46 company operated sites in the third quarter of 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)

6 Months Ended

Jun. 30, 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.

Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented.

Description of Business and Other Disclosures (Tables)

6 Months Ended

Jun. 30, 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

Asset Exchange Transaction With Circle K (Tables)

6 Months Ended

Jun. 30, 2019

Asset Exchange Agreement [Abstract]

Schedule of Divestiture of Properties in First Asset Exchange

We recorded the following to reflect the divestiture of the 25 CAPL Properties in the First Asset Exchange with the net assets divested recorded through equity (in thousands).

Property and equipment, net	$	40,686
Right-of-use assets, net		3,077
Intangible assets, net		2,135
Total assets	$	45,898

Current portion of operating lease obligations	$	448
Operating lease obligations, less current portion		2,629
Deferred income taxes		4,804
Asset retirement obligations		821
Total liabilities	$	8,702
Net assets divested	$	37,196

Schedule of Acquisition of Properties in First Asset Exchange

We recorded the following to reflect the acquisition of the 60 CK Properties in the First Asset Exchange with the net assets acquired recorded through equity (in thousands).

Property and equipment, net	$	35,345
Right-of-use assets, net		1,956
Total assets	$	37,301

Current portion of operating lease obligations	$	563
Operating lease obligations, less current portion		1,393
Deferred income taxes		(2,282	)
Asset retirement obligations		1,887
Total liabilities	$	1,561
Net assets acquired	$	35,740

Net decrease in net assets	$	(1,456	)
Note receivable from Circle K^(a)		234
Income tax liability incurred on sale		(5,135	)
Net charge to equity	$	(6,357	)

(a)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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+ Details

Assets Held for Sale (Tables)

6 Months Ended

Jun. 30, 2019

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

Assets Held for Sale

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

	June 30,			December 31,
	2019			2018
Land	$	2,029		$	2,029
Buildings and site improvements		427			417
Equipment		308			238
Total		2,764			2,684
Less accumulated depreciation		(500	)		(466	)
Assets held for sale	$	2,264		$	2,218

Inventories (Tables)

6 Months Ended

Jun. 30, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories consisted of the following (in thousands):

	June 30,		December 31,
	2019		2018
Retail site merchandise	$	5,170	$	7,085
Motor fuel		7,594		6,998
Inventories	$	12,764	$	14,083

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2019

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

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

	June 30,			December 31,
	2019			2018
Land	$	259,537		$	283,137
Buildings and site improvements		320,122			361,579
Leasehold improvements		8,328			7,936
Equipment		185,283			184,653
Construction in progress		8,650			3,841
Property and equipment, at cost		781,920			841,146
Accumulated depreciation and amortization		(191,038	)		(193,733	)
Property and equipment, net	$	590,882		$	647,413

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2019

Intangible Assets Net Excluding Goodwill [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

	June 30, 2019							December 31, 2018
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	124,479	$	(74,694	)	$	49,785	$	126,734	$	(69,265	)	$	57,469
Trademarks		1,078		(1,038	)		40		1,095		(1,006	)		89
Covenant not to compete		4,552		(4,190	)		362		4,581		(4,077	)		504
Below market leases		—		—			—		11,177		(10,176	)		1,001
Total intangible assets	$	130,109	$	(79,922	)	$	50,187	$	143,587	$	(84,524	)	$	59,063

Debt (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Summary of Debt Outstanding

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

	June 30,		December 31,
	2019		2018
Revolving credit facility	$	510,300	$	498,000
Finance lease obligations		23,803		24,927
Total debt and finance lease obligations		534,103		522,927
Current portion		2,382		2,296
Noncurrent portion		531,721		520,631
Deferred financing costs, net		4,251		1,355
Noncurrent portion, net of deferred financing costs	$	527,470	$	519,276

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

As of June 30, 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	$	—	$	1,550	$	1,550
2020		—		3,166		3,166
2021		—		3,266		3,266
2022		—		3,367		3,367
2023		—		3,761		3,761
Thereafter		510,300		12,014		522,314
Total future payments		510,300		27,124		537,424
Less interest component		—		3,321		3,321
		510,300		23,803		534,103
Current portion		—		2,382		2,382
Long-term portion	$	510,300	$	21,421	$	531,721

Operating Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Schedule of Lease Expenses

Lease expense for the three and six months ended June 30, 2019 was classified in the statement of operations as follows (in thousands):

	Three Months		Six Months
Cost of sales	$	6,813	$	13,472
Operating expenses		145		350
General and administrative expenses		176		342
Total	$	7,134	$	14,164

Summary of Future Minimum Rental Payments Under Operating leases

As of June 30, 2019, future minimum rental payments under operating leases, excluding variable lease payments or short-term lease payments, were as follows (in thousands).

2019	$	12,584
2020		23,138
2021		20,482
2022		18,907
2023		16,835
Thereafter		80,496
Total future minimum rental payments		172,442
Less impact of discounting		45,596
		126,846
Current portion		23,551
Long-term portion	$	103,295

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 June 30, 2019 were as follows (in thousands):

	Third Party		Circle K		DMS		Total
2019	$	23,438	$	6,440	$	2,392	$	32,270
2020		41,454		12,880		4,885		59,219
2021		34,517		12,880		4,946		52,343
2022		26,016		12,880		5,018		43,914
2023		21,946		12,880		5,091		39,917
Thereafter		69,460		26,273		23,522		119,255
Total future minimum rental payments	$	216,831	$	84,233	$	45,854	$	346,918

Related-Party Transactions (Tables)

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues from motor fuel sales to Circle K	$	42,307	$	43,508	$	75,622	$	79,568
Rental income from Circle K		3,975		4,198		8,172		8,395

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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues from motor fuel sales to DMS	$	40,579	$	73,375	$	74,699	$	132,296
Rental income from DMS		1,439		3,405		3,385		7,690

Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Equity Based Compensation [Abstract]

Summary of Cross America Equity-Based Award Activity

CrossAmerica equity-based award activity 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
Vested		(407	)		—			—		(407	)
Nonvested at June 30, 2019		420			12,890			15,580		28,890

Net Income per Limited Partnership Unit (Tables)

6 Months Ended

Jun. 30, 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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Numerator:
Distributions paid	$	18,099		$	18,002		$	36,198		$	39,417
Allocation of distributions in excess of net income (loss)		(11,791	)		(25,070	)		(29,811	)		(48,470	)
Limited partners’ interest in net income (loss) - basic and diluted	$	6,308		$	(7,068	)	$	6,387		$	(9,053	)
Denominator:
Weighted-average limited partnership units outstanding - basic		34,444,180			34,336,386			34,444,147			34,247,232
Adjustment for phantom and phantom performance units^(a)		16,844			—			17,323			—
Weighted-average limited partnership units outstanding - diluted		34,461,024			34,336,386			34,461,470			34,247,232
Net income (loss) per limited partnership unit - basic and diluted	$	0.18		$	(0.21	)	$	0.19		$	(0.26	)

Distributions paid per common unit	$	0.5250		$	0.5250		$	1.0500		$	1.1525
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250		$	1.0500		$	1.0500

(a)	Excludes 9,711 and 10,327 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three and six months ended June 30, 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

June 30, 2019

July 30, 2019

August 6, 2019

0.5250

18,115

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 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 June 30, 2019
Revenues from fuel sales to external customers	$	442,411	$	120,810	$	—		$	563,221
Intersegment revenues from fuel sales		95,009		—		(95,009	)		—
Revenues from food and merchandise sales		—		19,637		—			19,637
Rent income		19,818		2,142		—			21,960
Other revenue		710		—		—			710
Total revenues	$	557,948	$	142,589	$	(95,009	)	$	605,528

Income from CST Fuel Supply equity interests	$	3,734	$	—	$	—		$	3,734
Operating income (loss)^(a)	$	29,679	$	1,299	$	(17,058	)	$	13,920

Three Months Ended June 30, 2018
Revenues from fuel sales to external customers	$	477,562	$	147,494	$	—		$	625,056
Intersegment revenues from fuel sales		117,117		—		(117,117	)		—
Revenues from food and merchandise sales		—		26,134		—			26,134
Rent income		19,394		2,067		—			21,461
Other revenue		644		—		—			644
Total revenues	$	614,717	$	175,695	$	(117,117	)	$	673,295

Income from CST Fuel Supply equity interests	$	3,740	$	—	$	—		$	3,740
Operating income (loss)^(a)	$	30,189	$	1,898	$	(33,655	)	$	(1,568	)

Six Months Ended June 30, 2019
Revenues from fuel sales to external customers	$	772,324	$	220,410	$	—		$	992,734
Intersegment revenues from fuel sales		170,890		—		(170,890	)		—
Revenues from food and merchandise sales		—		39,653		—			39,653
Rent income		39,454		4,144		—			43,598
Other revenue		1,329		—		—			1,329
Total revenues	$	983,997	$	264,207	$	(170,890	)	$	1,077,314

Income from CST Fuel Supply equity interests	$	7,160	$	-	$	-		$	7,160
Operating income (loss)^(a)	$	53,967	$	1,907	$	(34,342	)	$	21,532

Six Months Ended June 30, 2018
Revenues from fuel sales to external customers	$	859,562	$	274,811	$	—		$	1,134,373
Intersegment revenues from fuel sales		215,510		—		(215,510	)		—
Revenues from food and merchandise sales		—		48,720		—			48,720
Rent income		39,149		4,033		—			43,182
Other revenue		1,590		—		—			1,590
Total revenues	$	1,115,811	$	327,564	$	(215,510	)	$	1,227,865

Income from CST Fuel Supply equity interests	$	7,545	$	—	$	—		$	7,545
Operating income (loss)^(a)	$	56,353	$	3,247	$	(53,744	)	$	5,856

(a)

Summary of Receivables Relating to Revenue Streams

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

	June 30,		December 31,
	2019		2018
Receivables from fuel and merchandise sales	$	26,118	$	19,247
Receivables for rent and other lease-related charges		5,988		6,610
Total accounts receivable	$	32,106	$	25,857

Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 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):

	Six Months Ended June 30,
	2019			2018
Decrease (increase):
Accounts receivable	$	(3,965	)	$	(5,556	)
Accounts receivable from related parties		(4,688	)		(1,946	)
Inventories		1,194			(1,296	)
Other current assets		1,407			721
Other assets		(1,817	)		460
Increase (decrease):
Accounts payable		4,890			7,314
Accounts payable to related parties		5,882			3,858
Motor fuel taxes payable		537			(254	)
Accrued expenses and other current liabilities		(6,256	)		(865	)
Other long-term liabilities		1,710			(2,794	)
Changes in operating assets and liabilities, net of acquisitions	$	(1,106	)	$	(358	)

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):

	Six Months Ended June 30,
	2019		2018
Cash paid for interest	$	13,441	$	15,376
Cash paid for income taxes, net of refunds received		2,398		1,286

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):

	Six Months Ended June 30,
	2019			2018
Amended Omnibus Agreement fees settled in our common units	$	—		$	6,518
Lease liabilities arising from obtaining right-of-use assets		932			—
Net charge to equity as a result of closing on the First Asset Exchange		(6,357	)		—

Description of Business and Other Disclosures - Lease Accounting - Additional Information (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Leases [Line Items]
Property and equipment, net	$ 590,882		$ 42,000	$ 647,413
Right-of-use assets related to operating leases	124,146
Net adjustment recorded to equity	$ 103,665	$ 121,809		$ 110,933	$ 129,630	$ 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	Jun. 30, 2019	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Significant Accounting Policies [Line Items]
Property and equipment, net	$ 590,882		$ 42,000	$ 647,413
Right-of-use assets, net	124,146
Intangible assets, net	50,187			59,063
Accrued expenses and other current liabilities	15,736			17,871
Current portion of operating lease obligations	23,551
Operating lease obligations, less current portion	103,295
Deferred tax liabilities, net	19,736			19,929
Other long-term liabilities	18,565			95,589
Equity	$ 103,665	$ 121,809		$ 110,933	$ 129,630	$ 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)	1 Months Ended		6 Months Ended
	Jun. 30, 2019 RenewalOption	Jun. 30, 2018 Site RenewalOption	Jun. 30, 2019	Jun. 30, 2018
Applegreen plc [Member] \| Master Fuel Supply and Master Lease Agreements [Member]
Concentration Risk [Line Items]
Lease agreements initial terms	10 years	10 years	10 years	10 years
Number of renewal options \| RenewalOption	4	4
Lease renewal options terms	5 years	5 years	5 years	5 years
Lease agreement term description	Applegreen, under which we will dealerize 46 sites currently company operated in the Upper Midwest. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options.		a third party multi-site operator of retail motor fuel stations, to which we transitioned 43 sites in Florida from DMS in the third quarter of 2018. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options.
Applegreen plc [Member] \| Master Fuel Supply and Master Lease Agreements [Member] \| Florida [Member]
Concentration Risk [Line Items]
Number of sites transition \| Site		43
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%	6.00%
Rental Income [Member] \| DMS [Member] \| Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			8.00%	18.00%
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			23.00%	26.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Motiva (Shell) [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			12.00%	12.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Circle K [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			13.00%	10.00%
Supplier Concentration Risk [Member] \| Purchases Net [Member] \| Other suppliers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage			10.00%	10.00%

Asset Exchange Transaction With Circle K - Additional Information (Details) $ in Thousands			3 Months Ended	6 Months Ended
	May 21, 2019 USD ($) Store	Dec. 17, 2018 USD ($) Store	Jun. 30, 2019 USD ($) Store	Jun. 30, 2019 USD ($) Store	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Business Acquisition [Line Items]
Properties aggregate fair value \| $			$ 781,920	$ 781,920		$ 841,146
Proceeds from sale of assets \| $				$ 902	$ 107
Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Number of Stores			47	47
Proceeds from sale of assets \| $				$ 2,757
Number of operated sites				17
Asset Exchange Agreement [Member]
Business Acquisition [Line Items]
Properties aggregate fair 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
Proceeds from sale of assets \| $			$ 2,800
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 fair value \| $		$ 184,500
First Asset Exchange [Member]
Business Acquisition [Line Items]
Properties aggregate fair value \| $	$ 58,100
First Asset Exchange [Member] \| Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Number of Stores	60
First Asset Exchange [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	17
First Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Fee Site [Member]
Business Acquisition [Line Items]
Number of Stores	52
First Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| Leased Site [Member]
Business Acquisition [Line Items]
Number of Stores	8
First Asset Exchange [Member] \| Circle K Stores Inc. [Member] \| CK Properties [Member]
Business Acquisition [Line Items]
Properties aggregate fair value \| $	$ 58,300
Sub-Jobber Agreement [Member] \| Circle K Stores Inc. [Member]
Business Acquisition [Line Items]
Number of Stores	60
Agreement expire date	May 21, 2024
Right to extend agreement term	180 days

Asset Exchange Transaction With Circle K - Schedule of Divestiture of Properties in First Asset Exchange (Details) - 25 CAPL Properties [Member] - Discontinued Operations Disposed of by Sale [Member] $ in Thousands	May 21, 2019 USD ($)
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Property and equipment, net	$ 40,686
Right-of-use assets, net	3,077
Intangible assets, net	2,135
Total assets	45,898
Current portion of operating lease obligations	448
Operating lease obligations, less current portion	2,629
Deferred income taxes	4,804
Asset retirement obligations	821
Total liabilities	8,702
Net assets divested	$ 37,196

Asset Exchange Transaction With Circle K - Schedule of Acquisition of Properties in First Asset Exchange (Details) - USD ($)
$ in Thousands

6 Months Ended

May 21, 2019

Jun. 30, 2019

Jun. 30, 2018

Business Acquisition [Line Items]

Principal payments received on notes receivable

$ 692

$ 641

60 CK Properties [Member]

Business Acquisition [Line Items]

Property and equipment, net

$ 35,345

Right-of-use assets, net

1,956

Total assets

37,301

Current portion of operating lease obligations

563

Operating lease obligations, less current portion

1,393

Deferred income taxes

(2,282)

Asset retirement obligations

1,887

Total liabilities

1,561

Net assets acquired

35,740

Net decrease in net assets

(1,456)

Principal payments received on notes receivable

^[1]

234

Income tax liability incurred on sale

(5,135)

Net charge to equity

$ (6,357)

[1]	Because the fair value of the properties divested to Circle K was $0.2 million greater than the fair value of the properties acquired from Circle K in the First Asset Exchange, we recognized a receivable for $0.2 million.

Asset Exchange Transaction With Circle K - Schedule of Acquisition of Properties in First Asset Exchange (Parenthetical) (Details) - Circle K Stores Inc. [Member] $ in Millions	Jun. 30, 2019 USD ($)
Business Acquisition [Line Items]
Fair value of asset divested	$ 0.2
Note receivable from Circle K	$ 0.2

Assets Held for Sale - Additional Information (Details) - Store	Jun. 30, 2019	Dec. 31, 2018
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores	2	2

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 781,920		$ 841,146
Less accumulated depreciation	(191,038)		(193,733)
Assets held for sale	590,882	$ 42,000	647,413
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	259,537		283,137
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	320,122		361,579
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	185,283		184,653
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	2,764		2,684
Less accumulated depreciation	(500)		(466)
Assets held for sale	2,264		2,218
Assets Held-for-sale [Member] \| Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	2,029		2,029
Assets Held-for-sale [Member] \| Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	427		417
Assets Held-for-sale [Member] \| Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 308		$ 238

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Retail site merchandise	$ 5,170	$ 7,085
Motor fuel	7,594	6,998
Inventories	$ 12,764	$ 14,083

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 781,920		$ 841,146
Less accumulated depreciation	(191,038)		(193,733)
Assets held for sale	590,882	$ 42,000	647,413
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	259,537		283,137
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	320,122		361,579
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	8,328		7,936
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	185,283		184,653
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 8,650		$ 3,841

Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jan. 01, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Property and equipment, net	$ 590,882		$ 590,882		$ 42,000	$ 647,413
Finance lease, right-of-use asset	15,100		15,100
Finance lease, amortization of right-of-use asset	$ 500		$ 1,200
Impairment charge. Property, Plant, and Equipment		$ 7,600		$ 8,900
Wholesale Fuel Distribution Rights [Member]
Property Plant And Equipment [Line Items]
Impairment charge. Property, Plant, and Equipment		1,200		1,200
Goodwill [Member]
Property Plant And Equipment [Line Items]
Impairment charge. Property, Plant, and Equipment		$ 300		$ 300

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 130,109	$ 143,587
Finite-Lived Intangible Assets, Accumulated Amortization	(79,922)	(84,524)
Intangible assets, net	50,187	59,063
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	124,479	126,734
Finite-Lived Intangible Assets, Accumulated Amortization	(74,694)	(69,265)
Intangible assets, net	49,785	57,469
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,078	1,095
Finite-Lived Intangible Assets, Accumulated Amortization	(1,038)	(1,006)
Intangible assets, net	40	89
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	4,552	4,581
Finite-Lived Intangible Assets, Accumulated Amortization	(4,190)	(4,077)
Intangible assets, net	$ 362	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	Jun. 30, 2019	Dec. 31, 2018
Debt Disclosure [Abstract]
Revolving credit facility	$ 510,300	$ 498,000
Finance lease obligations	23,803	24,927
Total debt and finance lease obligations	534,103	522,927
Current portion	2,382	2,296
Noncurrent portion	531,721	520,631
Deferred financing costs, net	4,251	1,355
Noncurrent portion, net of deferred financing costs	$ 527,470	$ 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	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
2019	$ 1,550
2020	3,166
2021	3,266
2022	3,367
2023	3,761
Thereafter	522,314
Total future payments	537,424
Less interest component	3,321
Total debt and finance lease obligations	534,103
Current portion of debt and finance lease obligations	2,382	$ 2,296
Long-term portion	531,721
Debt [Member]
Debt Instrument [Line Items]
Thereafter	510,300
Total future payments	510,300
Total debt and finance lease obligations	510,300
Long-term portion	510,300
Finance Lease Obligations [Member]
Debt Instrument [Line Items]
2019	1,550
2020	3,166
2021	3,266
2022	3,367
2023	3,761
Thereafter	12,014
Total future payments	27,124
Less interest component	3,321
Total debt and finance lease obligations	23,803
Current portion of debt and finance lease obligations	2,382
Long-term portion	$ 21,421

Debt - Additional Information (Details)		3 Months Ended	6 Months Ended
Debt - Additional Information (Details)	Apr. 01, 2019 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2019 USD ($) Site	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Debt Instrument [Line Items]
Letters of credit outstanding, amount		$ 5,400,000	$ 5,400,000		$ 5,200,000
Line of credit facility, maximum borrowing capacity		93,200,000	$ 93,200,000
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)
Borrowings under the revolving credit facility			$ 46,634,000	$ 72,895,000
New Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 516,500,000	93,200,000	$ 93,200,000
Borrowings under the revolving credit facility	4,800,000
Cash	300,000
Accrued interest	2,000,000
Payment of fees and expenses	3,100,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			100.00%
Line of credit facility, maximum borrowing capacity	750,000,000	$ 650,000,000	$ 650,000,000
Ability to increase line of credit facility, maximum borrowing capacity	$ 300,000,000
Debt instrument, maturity date	Apr. 30, 2024		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 [Member]
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 [Member]
Debt Instrument [Line Items]
Consolidated leverage ratio			250.00%
Commitment fee based on the unused portion of the credit facility			45.00%
Base Rate [Member] \| Revolving Credit Facility [Member] \| Minimum [Member]
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 [Member]
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		4.66%	4.66%
Notes Payable to Banks [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate			2.25%
Swing-Line Loans [Member]
Debt Instrument [Line Items]
Line of credit facility, increase (decrease), net			$ 35,000,000
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility, increase (decrease), net			$ 65,000,000
Standby 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 [Member] \| 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 [Member] \| 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%	3.50%
Interest on finance lease obligation		$ 200,000	$ 400,000
Finance Lease Obligations [Member] \| Getty Realty Corporation [Member]
Debt Instrument [Line Items]
Lessee leasing arrangements, operating leases, term of contract		15 years	15 years
Lease extended period of lease			20 years
Number of gas stations leased \| Site			114
Finance lease, weighted average remaining lease term		7 years 9 months 18 days	7 years 9 months 18 days
Percentage increase annual fixed rent payments			1.50%
Finance Lease Obligations [Member] \| Minimum [Member]
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	6 Months Ended
	Jun. 30, 2019 USD ($) Store	Jun. 30, 2019 USD ($) Store	Dec. 31, 2018 USD ($)
Operating Leases [Line Items]
Non-cancelable operating leases obligation expiration period		2033
Weighted average remaining lease term	5 years 10 months 24 days	5 years 10 months 24 days
Number of retail sites leased to third party \| Store	400	400
Variable lease payments	$ 0.5	$ 0.9
Short-term lease payments	0.1	0.3
Operating lease payments	$ 6.4	$ 12.8
Weighted average discount rate	6.90%	6.90%
Sublease rental income	$ 9.2	$ 18.7
Lessor operating lease term of expiration		through 2033
Deferred rent income under lease agreement	$ 6.9	$ 6.9	$ 6.3
Minimum [Member]
Operating Leases [Line Items]
Sublease contract term		1 year
Maximum [Member]
Operating Leases [Line Items]
Sublease contract term		10 years

Operating Leases - Schedule of Lease Expenses (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Operating Leases [Line Items]
Lease expense	$ 7,134	$ 14,164
Cost of Sales [Member]
Operating Leases [Line Items]
Lease expense	6,813	13,472
Operating Expenses [Member]
Operating Leases [Line Items]
Lease expense	145	350
General and Administrative Expenses [Member]
Operating Leases [Line Items]
Lease expense	$ 176	$ 342

Operating Leases - Schedule of Future Minimum Rental Payments Under Operating Leases (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Operating Lease Liabilities Payments Due [Abstract]
2019	$ 12,584
2020	23,138
2021	20,482
2022	18,907
2023	16,835
Thereafter	80,496
Total future minimum rental payments	172,442
Less impact of discounting	45,596
Operating lease liability	126,846
Current portion	23,551
Long-term portion	$ 103,295

Operating Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	$ 32,270
2020	59,219
2021	52,343
2022	43,914
2023	39,917
Thereafter	119,255
Total future minimum rental payments	346,918
Non-Related Third Party [Member]
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	23,438
2020	41,454
2021	34,517
2022	26,016
2023	21,946
Thereafter	69,460
Total future minimum rental payments	216,831
Circle K [Member]
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	6,440
2020	12,880
2021	12,880
2022	12,880
2023	12,880
Thereafter	26,273
Total future minimum rental payments	84,233
DMS [Member]
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2019	2,392
2020	4,885
2021	4,946
2022	5,018
2023	5,091
Thereafter	23,522
Total future minimum rental payments	$ 45,854

Related-Party Transactions - Additional Information (Details) $ in Thousands				3 Months Ended		6 Months Ended
	Apr. 01, 2019 USD ($) gal	May 31, 2018 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2019 USD ($) Store	Jun. 30, 2018 USD ($) Store	Dec. 31, 2019 USD ($)	Jun. 30, 2019 USD ($) Site Store	Jun. 30, 2018 USD ($) Store	Jan. 01, 2020 gal	Dec. 31, 2018 USD ($)
Related Party Transaction [Line Items]
Accounts receivable from related parties				$ 12,009			$ 12,009			$ 9,697
Income from CST Fuel Supply equity interests				3,734	$ 3,740		7,160	$ 7,545
Cost of services				564,158	629,323		998,867	1,143,942
Payment of leasehold interest								485
Accounts payable to related parties				31,256			31,256			25,045
Incentive distribution				133	133		266	1,313
Capital expenditures							10,710	6,250
Rental income				$ 21,960	$ 21,461		$ 43,598	$ 43,182
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%	17.50%
Income from CST Fuel Supply equity interests				$ 3,700	$ 3,700		$ 7,200	$ 7,500
Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred				$ 2,700	2,900		$ 5,600	6,000
Circle K Stores Inc. [Member]
Related Party Transaction [Line Items]
Number of Stores \| Store				47			47
Number of retail sites leased to related party \| Store							65
Lessor leasing arrangements, operating leases, initial term				10 years			10 years
Payment of leasehold interest		$ 500	$ 500
Amounts payable to fuel purchases and freight commissions to related parties				$ 9,000			$ 9,000			4,300
Incentive distribution				100	100		300	1,300
Dividends cash				3,900	3,800		7,900	8,400
Circle K Stores Inc. [Member] \| Franchise [Member]
Related Party Transaction [Line Items]
Cost of services				200	400		400	500
Circle K Stores Inc. [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Accounts receivable from related parties				4,700			4,700			2,600
Circle K Stores Inc. [Member] \| Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties				21,600			21,600			20,200
Circle K Stores Inc. [Member] \| Jet-Pep Assets Acquisition [Member]
Related Party Transaction [Line Items]
Purchases from related party				74,000	$ 54,400		111,400	$ 101,300
DMS [Member]
Related Party Transaction [Line Items]
Number of Stores \| Store					43			43
Accounts receivable from related parties				5,100			5,100			5,600
Accounts payable to related parties				3,800			$ 3,800
Decrease in rental income	$ 500
Number of sites covered by master lease agreement \| Site							70
Fuel purchase agreement reduced per gallon \| gal	0.01
Number of remaining fuel deliveries covered by fuel supply agreement \| Site							85
Write off of deferred rent income charges							$ 2,200
DMS [Member] \| Scenario, Forecast [Member]
Related Party Transaction [Line Items]
Capital expenditures						$ 1,250
Additional fuel purchase agreement reduced per gallon \| gal									0.005
Topper And Entities [Member]
Related Party Transaction [Line Items]
Cost of services				200	$ 200		700	$ 400
Accounts payable to related parties				100			100			$ 400
Rental income				100	100		100	100
Rent expense				300	200		500	500
C S T Brands Inc
Related Party Transaction [Line Items]
Rent expense				200	400		200	400
Couche-Tard [Member]
Related Party Transaction [Line Items]
Commission on transportation costs				$ 200	$ 100		$ 400	$ 200

Related-Party Transactions - Revenues from Wholesale Fuel Sales and Real Property Rental Income from Circle K (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 88,361	$ 124,550	$ 161,988	$ 228,071
Rental income	21,960	21,461	43,598	43,182
Circle K Stores Inc. [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	42,307	43,508	75,622	79,568
Circle K Stores Inc. [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 3,975	$ 4,198	$ 8,172	$ 8,395

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		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 88,361	$ 124,550	$ 161,988	$ 228,071
Rental income	21,960	21,461	43,598	43,182
DMS [Member] \| Fuel Sales Transaction [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	40,579	73,375	74,699	132,296
DMS [Member] \| Rental Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 1,439	$ 3,405	$ 3,385	$ 7,690

Commitments and Contingencies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2019 USD ($) Store	Dec. 31, 2018 USD ($)
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 3,500,000	$ 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	Jun. 30, 2019	Dec. 31, 2018
Fair Value Disclosures [Abstract]
Line of credit facility, fair value of amount outstanding	$ 510.3	$ 498.0

Equity-Based Compensation - Summary of Cross America Equity-Based Award Activity (Details) - shares	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	29,297	30,014
Forfeited		(717)
Vested	(407)
Nonvested, Ending balance	28,890	29,297
Circle K [Member] \| Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	827	827
Vested	(407)
Nonvested, Ending balance	420	827
Circle K [Member] \| Phantom Performance Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	12,890	13,607
Forfeited		(717)
Nonvested, Ending balance	12,890	12,890
Director [Member] \| Phantom Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, Beginning balance	15,580	15,580
Nonvested, Ending balance	15,580	15,580

Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 31, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense				$ 200
Liability related awards				300		$ 100
Equity-based employee and directors compensation expense				326	$ 173
Unrecognized compensation expense associated with CST restricted stock units granted		$ 200		200		$ 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	$ 200	$ 200
Phantom Performance Units [Member] \| Amended and Restated Omnibus Agreement [Member] \| Circle K [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights description				35% vest upon the third anniversary of the grant date of such awards. The remaining 65% are subject to performance conditions relating to fuel volume, Adjusted EBITDA and employee engagement.
Phantom Performance Units [Member] \| Amended and Restated Omnibus Agreement [Member] \| Circle K [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	14,712
Remaining vesting rights percentage subject to performance conditions	65.00%
Phantom Performance Units [Member] \| Amended and Restated Omnibus Agreement [Member] \| Circle K [Member] \| Third Anniversary [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	35.00%
Phantom Units [Member] \| Members of Board of Directors [Member] \| Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	16,440
Vesting period	1 year

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jan. 01, 2019
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 341	$ (2,698)	$ 490	$ (2,425)
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 [Member]
Operating Loss Carryforwards [Line Items]
Limited Partnership Percentage Of Non Qualifying Income To Gross Income			10.00%
First Asset Exchange [Member]
Operating Loss Carryforwards [Line Items]
Net deferred tax liabilities with respect to the divested sites	4,800		$ 4,800
Income taxes payable with respect to the divested sites	5,100		5,100
Net deferred tax assets with respect to the acquired sites	$ 2,300		$ 2,300
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

6 Months Ended

Jun. 30, 2019

Jun. 30, 2018

Jun. 30, 2019

Jun. 30, 2018

Numerator:

Distributions paid

$ 18,099

$ 18,002

$ 36,198

$ 39,417

Allocation of distributions in excess of net income (loss)

(11,791)

(25,070)

(29,811)

(48,470)

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

$ 6,308

$ (7,068)

$ 6,387

$ (9,053)

Denominator:

Weighted-average limited partnership units outstanding - basic

34,444,180

34,336,386

34,444,147

34,247,232

Adjustment for phantom and phantom performance units

^[1]

16,844

17,323

Weighted-average limited partnership units outstanding - diluted

34,461,024

34,336,386

34,461,470

34,247,232

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

$ 0.18

$ (0.21)

$ 0.19

$ (0.26)

Distributions paid per common unit

0.5250

1.0500

1.1525

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

$ 0.5250

$ 1.0500

[1]	Excludes 9,711 and 10,327 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three and six months ended June 30, 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) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	9,711	10,327

Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018
Distributions [Abstract]
Record Date	Jul. 30, 2019	May 06, 2019	Feb. 11, 2019
Payment Date	Aug. 06, 2019	May 13, 2019	Feb. 19, 2019
Cash Distribution (per unit)	$ 0.5250	$ 0.5250	$ 0.5250
Cash Distribution (in thousands)	$ 18,115	$ 18,099	$ 18,099

Segment Reporting - Additional Information (Details) $ in Millions	1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($) Site RenewalOption	Jun. 30, 2018 RenewalOption	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) Segment	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment					2
Contract costs, unamortized balance	$ 6.2		$ 6.2		$ 6.2		$ 5.7
Contract costs, amortization against operating revenues			$ 0.2	$ 0.2	$ 0.4	$ 0.4
Applegreen plc [Member] \| Master Fuel Supply and Master Lease Agreements [Member]
Segment Reporting Information [Line Items]
Lease agreements initial terms	10 years	10 years	10 years	10 years	10 years	10 years
Number of renewal options \| RenewalOption	4	4
Lease renewal options terms	5 years	5 years	5 years	5 years	5 years	5 years
Lease agreement term description	Applegreen, under which we will dealerize 46 sites currently company operated in the Upper Midwest. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options.				a third party multi-site operator of retail motor fuel stations, to which we transitioned 43 sites in Florida from DMS in the third quarter of 2018. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options.
Base Rent annual increase percentage	1.50%
Lease agreement sever up options description	Applegreen has the right to sever up to 10 specifically identified sites, for which notice must be provided prior to the end of the first year, and the effective date will be after the second year. Applegreen has the right to sever up to eight of the remaining 36 sites with proper notice.
Lease agreement sever up options	true
Applegreen plc [Member] \| Master Fuel Supply and Master Lease Agreements [Member] \| U.S. Upper Midwest [Member]
Segment Reporting Information [Line Items]
Number of sites dealerize \| Site	46

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

3 Months Ended

6 Months Ended

Jun. 30, 2019

Jun. 30, 2018

Jun. 30, 2019

Jun. 30, 2018

Income from CST Fuel Supply equity interests

$ 605,528

$ 673,295

$ 1,077,314

$ 1,227,865

Rental income

21,960

21,461

43,598

43,182

3,734

3,740

7,160

7,545

Fuel Sales to External Customers [Member]

^[1]

13,920

(1,568)

21,532

5,856

Food and Merchandise Sales [Member]

563,221

625,056

992,734

1,134,373

19,637

26,134

39,653

48,720

Other Revenue [Member]

710

644

1,329

1,590

Unallocated [Member]

(95,009)

(117,117)

(170,890)

(215,510)

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

^[1]

(17,058)

(33,655)

(34,342)

(53,744)

Wholesale [Member] | Operating Segments [Member]

(95,009)

(117,117)

(170,890)

(215,510)

Income from CST Fuel Supply equity interests

557,948

614,717

983,997

1,115,811

Rental income

19,818

19,394

39,454

39,149

3,734

3,740

7,160

7,545

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

^[1]

29,679

30,189

53,967

56,353

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

442,411

477,562

772,324

859,562

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

710

644

1,329

1,590

Retail [Member] | Operating Segments [Member]

95,009

117,117

170,890

215,510

142,589

175,695

264,207

327,564

Rental income

2,142

2,067

4,144

4,033

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

^[1]

1,299

1,898

1,907

3,247

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

120,810

147,494

220,410

274,811