Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 05, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | CROSSAMERICA PARTNERS LP | |
Entity Central Index Key | 0001538849 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2022 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CAPL | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 37,912,710 | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Units | |
Security Exchange Name | NYSE | |
Entity File Number | 001-35711 | |
Entity Tax Identification Number | 45-4165414 | |
Entity Address, Address Line One | 645 Hamilton Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Allentown | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 18101 | |
City Area Code | 610 | |
Local Phone Number | 625-8000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,149 | $ 7,648 |
Accounts receivable, net of allowances of $499 and $458, respectively | 34,392 | 33,331 |
Accounts receivable from related parties | 951 | 1,149 |
Inventory | 52,681 | 46,100 |
Assets held for sale | 4,175 | 4,907 |
Other current assets | 19,631 | 13,180 |
Total current assets | 122,979 | 106,315 |
Property and equipment, net | 757,232 | 755,454 |
Right-of-use assets, net | 165,605 | 169,333 |
Intangible assets, net | 105,506 | 114,187 |
Goodwill | 99,409 | 100,464 |
Other assets | 30,055 | 24,389 |
Total assets | 1,280,786 | 1,270,142 |
Current liabilities: | ||
Current portion of debt and finance lease obligations | 2,774 | 10,939 |
Current portion of operating lease obligations | 34,793 | 34,832 |
Accounts payable | 80,010 | 67,173 |
Accounts payable to related parties | 7,915 | 7,679 |
Accrued expenses and other current liabilities | 20,967 | 20,682 |
Motor fuel and sales taxes payable | 22,197 | 22,585 |
Total current liabilities | 168,656 | 163,890 |
Debt and finance lease obligations, less current portion | 799,034 | 810,635 |
Operating lease obligations, less current portion | 136,481 | 140,149 |
Deferred tax liabilities, net | 10,296 | 12,341 |
Asset retirement obligations | 45,877 | 45,366 |
Other long-term liabilities | 45,633 | 41,203 |
Total liabilities | 1,205,977 | 1,213,584 |
Commitments and contingencies | ||
Preferred membership interests | 24,500 | |
Partners' Capital [Abstract] | ||
Common units-37,912,710 and 37,896,556 units issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 38,960 | 53,528 |
Accumulated other comprehensive income | 11,349 | 3,030 |
Total equity | 50,309 | 56,558 |
Total liabilities and equity | $ 1,280,786 | $ 1,270,142 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Account receivable allowance | $ 499 | $ 458 |
Shares issued | 37,912,710 | 37,896,556 |
Shares outstanding | 37,912,710 | 37,896,556 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Operating revenues | $ 1,093,211 | $ 657,284 |
Costs of sales | 1,014,381 | 602,416 |
Gross profit | 78,830 | 54,868 |
Operating expenses: | ||
Operating expenses | 42,109 | 29,403 |
General and administrative expenses | 6,483 | 7,650 |
Depreciation, amortization and accretion expense | 20,275 | 18,031 |
Total operating expenses | 68,867 | 55,084 |
Loss on dispositions and lease terminations, net | (244) | (648) |
Operating income (loss) | 9,719 | (864) |
Other income, net | 130 | 88 |
Interest expense | (6,661) | (3,497) |
Income (loss) before income taxes | 3,188 | (4,273) |
Income tax benefit | (1,859) | (306) |
Net income (loss) available to limited partners | $ 5,047 | $ (3,967) |
Basic and diluted earnings per common unit | $ 0.13 | $ (0.10) |
Weighted-average limited partner units: | ||
Basic common units | 37,900,146 | 37,869,259 |
Diluted common units | 37,959,441 | 37,891,130 |
Supplemental information: | ||
(a) includes excise taxes of: | $ 66,858 | $ 43,705 |
(a) Includes rent income of: | 20,627 | 20,472 |
(b) excludes depreciation, amortization and accretion and includes rent expense of: | 5,841 | 5,913 |
(c) includes rent expense of: | $ 3,708 | $ 3,196 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 5,047 | $ (3,967) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, amortization and accretion expense | 20,275 | 18,031 |
Amortization of deferred financing costs | 680 | 260 |
Credit loss expense | 45 | 31 |
Deferred income tax benefit | (2,045) | (590) |
Equity-based employee and director compensation expense | 732 | 368 |
Loss on dispositions and lease terminations, net | 244 | 648 |
Changes in operating assets and liabilities, net of acquisitions | 3,410 | 2,887 |
Net cash provided by operating activities | 28,388 | 17,668 |
Cash flows from investing activities: | ||
Principal payments received on notes receivable | 33 | 47 |
Proceeds from sale of assets | 1,460 | 931 |
Capital expenditures | (8,934) | (10,621) |
Cash paid in connection with acquisitions, net of cash acquired | (1,885) | |
Net cash used in investing activities | (9,326) | (9,643) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 30,600 | 34,500 |
Repayments on revolving credit facilities | (26,575) | (21,539) |
Borrowings under the Term Loan Facility | 1,120 | |
Repayments on the Term Loan Facility | (24,600) | |
Net proceeds from issuance of preferred membership interests | 24,500 | |
Payments of finance lease obligations | (658) | (633) |
Payments of deferred financing costs | (6) | |
Distributions paid on distribution equivalent rights | (46) | (31) |
Distributions paid on common units | (19,896) | (19,881) |
Net cash provided used in financing activities | (15,561) | (7,584) |
Net increase in cash and cash equivalents | 3,501 | 441 |
Cash and cash equivalents at beginning of period | 7,648 | 513 |
Cash and cash equivalents at end of period | $ 11,149 | $ 954 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands | Total | Common units-public [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2020 | $ 109,668 | $ 112,124 | $ (2,456) |
Balance, Common Units at Dec. 31, 2020 | 37,868,046 | ||
Net income (loss) | (3,967) | $ (3,967) | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 2,017 | 2,017 | |
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 231 | 231 | |
Total other comprehensive income | 2,248 | 2,248 | |
Comprehensive (loss) income | (1,719) | (3,967) | 2,248 |
Issuance of units related to Bonus Plan | 126 | $ 126 | |
Issuance of units related to Bonus Plan, Units | 6,822 | ||
Tax effect from intra-entity transfer of assets | (757) | $ (757) | |
Distributions paid | (19,912) | 19,912 | |
Balance at Mar. 31, 2021 | 87,406 | $ 87,614 | (208) |
Balance, Common Units at Mar. 31, 2021 | 37,874,868 | ||
Balance at Dec. 31, 2021 | 56,558 | $ 53,528 | 3,030 |
Balance, Common Units at Dec. 31, 2021 | 37,896,556 | ||
Net income (loss) | 5,047 | $ 5,047 | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 8,113 | 8,113 | |
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 206 | 206 | |
Total other comprehensive income | 8,319 | 8,319 | |
Comprehensive (loss) income | 13,366 | 5,047 | 8,319 |
Issuance of units related to Bonus Plan | 327 | $ 327 | |
Issuance of units related to Bonus Plan, Units | 16,154 | ||
Distributions paid | (19,942) | $ 19,942 | |
Balance at Mar. 31, 2022 | $ 50,309 | $ 38,960 | $ 11,349 |
Balance, Common Units at Mar. 31, 2022 | 37,912,710 |
Description of Business and Oth
Description of Business and Other Disclosures | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business and Other Disclosures | Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES Our business consists of: • the wholesale distribution of motor fuels; • the owning or leasing of 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; • the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and • the operation of retail sites, including the sale of convenience merchandise to end customers. Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2021 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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. The COVID-19 Pandemic has impacted our business and these seasonal trends typical in our business. See the “COVID-19 Pandemic” section below. 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 during 2022, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures. Concentration Risk For the three months ended March 31, 2022 and 2021, respectively, our wholesale business purchased approximately 81 % and 78 % of its motor fuel from four suppliers. Approximately 24 % and 29 % of our motor fuel gallons sold for the three months ended March 31, 2022 and 2021, respectively, were delivered by two carriers. For the three months ended March 31, 2022 and 2021, respectively, approximately 22 % and 18 % of our rent income was from two multi-site operators. For the three months ended March 31, 2022 and 2021, respectively, approximately 41 % and 42 % of our merchandise was purchased from one supplier. COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continued to recover in 2021 and 2022, we cannot predict the scope and severity with which COVID-19 will impact our business. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions. |
Acquisition of Assets From 7-El
Acquisition of Assets From 7-Eleven | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisition of Assets From 7-Eleven | Note 2. ACQUISITION OF ASSETS FROM 7-ELEVEN In February 2022, we closed on the final three properties of our 106 -site acquisition from 7-Eleven for a purchase price of $ 3.6 million (including inventory and working capital), of which $ 1.8 million will be paid on or prior to February 8, 2027. We recorded the purchase of these properties and adjustments to our previous purchase accounting for the first 103 properties as summarized in the table below (in thousands): Inventories $ 271 Other current assets 30 Property and equipment 8,171 Intangible assets ( 3,498 ) Goodwill ( 1,027 ) Total assets $ 3,947 Accrued expenses and other current liabilities $ 144 Other non-current liabilities 1,800 Asset retirement obligations 118 Total liabilities $ 2,062 Total consideration, net of cash acquired $ 1,885 The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort. The fair value of land was based on a market approach. The value of buildings and equipment was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and five to 30 years for equipment. The fair value of the wholesale fuel distribution rights included in intangible assets was based on an income approach. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years. The fair value of goodwill represents expected synergies from combining operations, intangible assets that do not qualify for separate recognition, and other factors. All goodwill is anticipated to be deductible for tax purposes. Management continues to review the valuation and is confirming the result to determine the final purchase price allocation. We anticipate finalizing purchase accounting during the second quarter of 2022. We funded these transactions primarily through the JKM Credit Facility as well as undrawn capacity under the CAPL Credit Facility and cash on hand. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 3. ASSETS HELD FOR SALE We have classified 10 sites and 12 sites as held for sale at March 31, 2022 and December 31, 2021, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): March 31, December 31, 2022 2021 Land $ 2,219 $ 3,042 Buildings and site improvements 2,299 2,231 Equipment 840 939 Total 5,358 6,212 Less accumulated depreciation ( 1,183 ) ( 1,305 ) Assets held for sale $ 4,175 $ 4,907 The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2022, we sold 4 properties for $ 1.5 million in proceeds, resulting in a net gain of $ 0.3 million. During the three months ended March 31, 2021, we sold three properties for $ 0.9 million in proceeds, resulting in an insignificant net loss. See Note 5 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. INVENTORIES Inventories consisted of the following (in thousands): March 31, December 31, 2022 2021 Retail site merchandise $ 22,611 $ 22,518 Motor fuel 30,070 23,582 Inventories $ 52,681 $ 46,100 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2022 2021 Land $ 326,964 $ 321,813 Buildings and site improvements 361,145 358,335 Leasehold improvements 13,570 13,437 Equipment 321,366 314,393 Construction in progress 10,290 9,457 Property and equipment, at cost 1,033,335 1,017,435 Accumulated depreciation and amortization ( 276,103 ) ( 261,981 ) Property and equipment, net $ 757,232 $ 755,454 We recorded impairment charges of $ 0.7 million and $ 2.3 million during the three months ended March 31, 2022 and 2021, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 6. INTANGIBLE ASSETS Intangible assets consisted of the following (in thousands): March 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 208,697 $ ( 104,266 ) $ 104,431 $ 212,194 $ ( 99,124 ) $ 113,070 Trademarks/licenses 2,208 ( 1,193 ) 1,015 2,208 ( 1,174 ) 1,034 Covenant not to compete 450 ( 390 ) 60 450 ( 367 ) 83 Total intangible assets $ 211,355 $ ( 105,849 ) $ 105,506 $ 214,852 $ ( 100,665 ) $ 114,187 See Note 2 regarding the purchase accounting for the final three sites acquired from 7-Eleven. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill [Abstract] | |
Goodwill | Note 7. GOODWILL Changes in goodwill during 2022 were as follows (in thousands): Wholesale Retail Consolidated Balance at December 31, 2021 $ 82,328 $ 18,136 $ 100,464 Adjustments to purchase accounting ( 738 ) ( 317 ) ( 1,055 ) Balance at March 31, 2022 $ 81,590 $ 17,819 $ 99,409 See Note 2 regarding the purchase accounting for the final three sites acquired from 7-Eleven. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. DEBT Our balances for long-term debt and finance lease obligations were as follows (in thousands): March 31, December 31, 2022 2021 CAPL Credit Facility $ 630,000 $ 630,575 JKM Credit Facility 163,580 182,460 Finance lease obligations 16,150 16,809 Total debt and finance lease obligations 809,730 829,844 Current portion 2,774 10,939 Noncurrent portion 806,956 818,905 Deferred financing costs, net 7,922 8,270 Noncurrent portion, net of deferred financing costs $ 799,034 $ 810,635 See Note 13 for information regarding the issuance of preferred membership interests, the proceeds of which were used to pay off borrowings under the Term Loan Facility. As of March 31, 2022, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands): Debt Finance Lease Obligations Total Remaining in 2022 $ — $ 2,438 $ 2,438 2023 8,261 3,328 11,589 2024 641,015 3,427 644,442 2025 11,015 3,527 14,542 2026 133,290 3,629 136,919 2027 — 1,220 1,220 Total future payments 793,581 17,569 811,150 Less impact of discounting — 1,420 1,420 793,581 16,149 809,730 Current portion — 2,774 2,774 Long-term portion $ 793,581 $ 13,375 $ 806,956 CAPL Credit Facility Our CAPL Credit Facility is secured by substantially all of our assets, including our equity interest in Holdings, other than the assets of unrestricted subsidiaries designated as such under the CAPL Credit Facility. Holdings and its subsidiaries are unrestricted subsidiaries under the CAPL Credit Facility. Taking the interest rate swap contracts described in Note 9 into account, our effective interest rate on our CAPL Credit Facility at March 31, 2022 was 2.9 % (our applicable margin was 2.5 % as of March 31, 2022). Letters of credit outstanding at March 31, 2022 and December 31, 2021 totaled $ 4.0 million. As of March 31, 2022, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at March 31, 2022, after taking into consideration debt covenant restrictions, was $ 116.0 million. JKM Credit Facility The obligations under the JKM Credit Facility are guaranteed by Holdings and its subsidiaries (other than CAPL JKM Partners) and secured by a lien on substantially all of the assets of Holdings and its subsidiaries (including CAPL JKM Partners). The obligations under the JKM Credit Facility are nonrecourse to CrossAmerica and its subsidiaries other than Holdings, CAPL JKM Partners and their respective subsidiaries. The JKM Credit Facility contains customary events of default and covenants, including, among other things, and subject to certain exceptions, covenants that restrict the ability of Holdings and its subsidiaries to create or incur liens on assets, make investments, incur additional indebtedness, merge or consolidate and dispose of assets. Our borrowings under the JKM Credit Facility had a weighted-average interest rate of 2.8 % as of March 31, 2022 (LIBOR plus an applicable margin, which was 2.5 % as of March 31, 2022). Letters of credit outstanding at March 31, 2022 and December 31, 2021 totaled $ 0.8 million. As of March 31, 2022, we were in compliance with our financial covenants under the JKM Credit Facility. The amount of availability under the JKM Credit Facility at March 31, 2022, after taking into consideration debt covenant restrictions, was $ 9.6 million. |
Interest Rate Swap Contracts
Interest Rate Swap Contracts | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Contracts | Note 9. INTEREST RATE SWAP CONTRACTS The interest payments on our CAPL Credit Facility vary based on monthly changes in the one-month LIBOR and changes, if any, in the applicable margin, which is based on our leverage ratio as further discussed in Note 8. To hedge against interest rate volatility on our variable rate borrowings under the CAPL Credit Facility, we entered into three interest rate swap contracts in 2020 that mature on April 1, 2024 . One interest rate swap contract has a notional amount of $ 150 million and a fixed rate of 0.495 %. The other interest rate swap contracts each have a notional amount of $ 75 million and a fixed rate of 0.38 %. All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective. The fair value of these interest rate swap contracts, for which the current portion is included in other current assets and the noncurrent portion is included in other assets, totaled $ 11.4 million and $ 3.0 million at March 31, 2022 and December 31, 2021, respectively. See Note 12 for additional information on the fair value of the interest rate swap contracts. We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings in the same period during which the hedged interest expense is recorded. We recognized a net realized loss from settlements of the interest rate swap contracts of $ 0.2 million for the three months ended March 31, 2022 and 2021. We currently estimate that a gain of $ 4.2 million will be reclassified from AOCI into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10. RELATED-PARTY TRANSACTIONS Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., a member of the Board, were $ 17.1 million and $ 11.2 million for the three months ended March 31, 2022 and 2021, respectively. Accounts receivable from TopStar were $ 0.8 million and $ 1.3 million at March 31, 2022 and December 31, 2021, respectively. CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $ 2.4 million and $ 2.3 million for the three months ended March 31, 2022 and 2021, respectively. Omnibus Agreement We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites, totaling $ 20.1 million and $ 12.8 million for the three months ended March 31, 2022 and 2021, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $ 5.6 million and $ 3.7 million at March 31, 2022 and December 31, 2021, respectively. Common Unit Distributions and Other Equity Transactions We distributed $ 7.7 million and $ 9.7 million to the Topper Group related to its ownership of our common units during the three months ended March 31, 2022 and 2021, respectively. We distributed $ 2.6 million and $ 0.5 million to affiliates of John B. Reilly, III related to their ownership of our common units during the three months ended March 31, 2022 and 2021, respectively. See Note 13 for information regarding the issuance of preferred membership interests to related parties. Maintenance and Environmental Costs Certain maintenance and environmental 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 $ 0.3 million and $ 0.4 million for the three months ended March 31, 2022 and 2021, respectively. Accounts payable to this related party amounted to $ 0.3 million at March 31, 2022. Convenience Store Products We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $ 4.5 million and $ 4.2 million for three months ended March 31, 2022 and 2021, respectively. Amounts payable to this related party amounted to $ 2.0 million and $ 1.5 million at March 31, 2022 and December 31, 2021, respectively. Vehicle Lease In connection with the services rendered under the Topper Group Omnibus Agreement, we lease certain vehicles from an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for the three months ended March 31, 2022 and 2021. Principal Executive Offices Our principal executive offices are in Allentown, Pennsylvania. We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $ 0.2 million for each of the three months ended March 31, 2022 and 2021. Public Relations and Website Consulting Services We have engaged a company affiliated with a member of the Board for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2022 and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. COMMITMENTS AND CONTINGENCIES Purchase Commitments We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given 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 three months ended March 31, 2022 or 2021. Litigation Matters We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation. Environmental Matters We currently own or lease 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 $ 7.5 million and $ 5.4 million at March 31, 2022 and December 31, 2021, 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 $ 5.6 million and $ 3.2 million at March 31, 2022 and December 31, 2021, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies. The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims. Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the balance sheet of the Partnership. Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties, including our acquisition of certain assets from 7-Eleven. As such, these environmental liabilities and indemnification assets are also not recorded on the balance sheet of the Partnership. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12. FAIR VALUE MEASUREMENTS We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2022 or 2021. As further discussed in Note 9, we entered into interest rate swap contracts during 2020 and remeasure the fair value of such contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward LIBOR yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements. We have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are classified as Level 1 measurements. The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2022 and December 31, 2021 due to the short-term maturity of these instruments. The fair values of borrowings under the CAPL Credit Facility and JKM Credit Facility approximated their carrying values as of March 31, 2022 and December 31, 2021 due to the frequency with which interest rates are reset and the consistency of the market spread. |
Preferred Membership Interests
Preferred Membership Interests | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Preferred Membership Interests | Note 13. PREFERRED MEMBERSHIP INTERESTS On March 29, 2022, Holdings issued and sold 12,500 newly created Series A Preferred Interests (“Series A Preferred Interests”) to each of (i) Dunne Manning JKM LLC (the “DM Investor”), an entity affiliated with Joseph V. Topper, Jr., and (ii) John B. Reilly, III and a trust affiliated with Mr. Reilly ("the JBR Trust" and together with Mr. Reilly, the “JBR Investor;” and the JBR Investor, together with the DM Investor, the "Investors" and, each, an “Investor”) at a price of $ 1,000 per Series A Preferred Interest, for an aggregate purchase price of $ 25 million in cash (the “Preferred Issuance”), in reliance upon an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Preferred Issuance was consummated pursuant to an Investment Agreement, entered into as of March 29, 2022 (the “Investment Agreement”), by and among Holdings and each Investor. Following the Preferred Issuance, the Partnership indirectly retains 100 % of the common interests of Holdings, and Holdings remains a consolidated subsidiary of the Partnership. In light of the relationships between the Investors and the Partnership, the Preferred Issuance was reviewed by, and received the approval and recommendation of, the conflicts committee of the Board prior to execution of the Investment Agreement and consummation of the Preferred Issuance. In connection with the Preferred Issuance, on March 29, 2022, LGP Operations LLC, a wholly owned subsidiary of the Partnership, each Investor and the Partnership entered into an amended and restated limited liability company agreement of Holdings to, among other things, set forth the rights, preferences, entitlements, restrictions and limitations of the Series A Preferred Interests. The Series A Preferred Interests have an initial liquidation preference of $ 1,000 per Series A Preferred Interest and are entitled to a preferred return at a rate of 9 % per annum on the liquidation preference, compounded quarterly (the “preferred return”). Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”). The Exchange Price will be payable in common units of the Partnership or, if any holder of Series A Preferred Interests so elects, in cash. Any common units of the Partnership issued upon any exchange in payment of the Exchange Price will be valued at an amount equal to $ 23.74 per common unit, which is equal to 115 % of the volume weighted average price of a Partnership common unit on the NYSE over the twenty trading-day period ending on March 28, 2022, the trading day immediately prior to the date of the Preferred Issuance. The net proceeds received by Holdings in its sale of the Series A Preferred Interests were contributed to CAPL JKM Partners, which in turn used such net proceeds to prepay a portion of the outstanding indebtedness under the Term Loan Facility. As a result of this prepayment, CAPL JKM Partners does not need to make a principal payment on the Term Loan Facility until April 1, 2023. See Note 12 for additional information on the Term Loan Facility. The preferred membership interests are presented in mezzanine equity on the balance sheet and the carrying amount will be accreted to the Exchange Price over time. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. INCOME TAXES As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10 % of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. We recorded an income tax benefit of $ 1.9 million and $ 0.3 million for the three months ended March 31, 2022 and 2021, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only our taxable subsidiaries are subject to income tax. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 15. NET INCOME PER LIMITED PARTNER UNIT We 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 by the weighted-average number of outstanding common units. We applied the if-converted method to the preferred membership interests in accordance with Accounting Standards Update No. 2020-06 for purposes of computing diluted earnings per unit. The impact on diluted earnings per unit for the first quarter of 2022 was insignificant given the timing of the issuance of the preferred membership interests. The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per limited partner unit for the following periods (in thousands, except unit and per unit amounts): Three Months Ended March 31, 2022 2021 Numerator: Distributions paid $ 19,942 $ 19,912 Allocation of distributions in excess of net income ( 14,895 ) ( 23,879 ) Limited partners’ interest in net income - basic and diluted $ 5,047 $ ( 3,967 ) Denominator: Weighted-average common units outstanding - basic 37,900,146 37,869,259 Adjustment for phantom and phantom performance units 35,893 — Adjustment for preferred membership interests 23,402 — Weighted-average common units outstanding - diluted 37,959,441 37,869,259 Net income per common unit - basic and diluted $ 0.13 $ ( 0.10 ) Distributions paid per common unit $ 0.5250 $ 0.5250 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 Distributions Distribution activity for 2022 is as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2021 February 3, 2022 February 10, 2022 $ 0.5250 $ 19,942 March 31, 2022 May 3, 2022 May 11, 2022 0.5250 19,951 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
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 16. 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 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. The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment. Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, and the elimination of the retail segment’s intersegment cost of revenues from motor fuel sales against the wholesale segment’s intersegment revenues from motor fuel sales. The profit in ending inventory generated by the intersegment motor fuel sales is also eliminated. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended March 31, 2022 Revenues from fuel sales to external customers $ 583,121 $ 422,242 $ — $ 1,005,363 Intersegment revenues from fuel sales 344,001 — ( 344,001 ) — Revenues from food and merchandise sales — 62,347 — 62,347 Rent income 17,477 3,150 — 20,627 Other revenue 1,786 3,088 — 4,874 Total revenues $ 946,385 $ 490,827 $ ( 344,001 ) $ 1,093,211 Operating income (loss) $ 36,857 $ 676 $ ( 27,814 ) $ 9,719 Three Months Ended March 31, 2021 Revenues from fuel sales to external customers $ 398,493 $ 197,487 $ — $ 595,980 Intersegment revenues from fuel sales 144,452 — ( 144,452 ) — Revenues from food and merchandise sales — 37,839 — 37,839 Rent income 17,700 2,772 — 20,472 Other revenue 1,134 1,859 — 2,993 Total revenues $ 561,779 $ 239,957 $ ( 144,452 ) $ 657,284 Operating income (loss) $ 24,905 $ 293 $ ( 26,062 ) $ ( 864 ) Receivables relating to the revenue streams above are as follows (in thousands): March 31, December 31, 2022 2021 Receivables from fuel and merchandise sales $ 32,716 $ 27,932 Receivables for rent and other lease-related charges 2,627 6,548 Total accounts receivable $ 35,343 $ 34,480 Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, although 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 $ 11.2 million and $ 11.0 million at March 31, 2022 and December 31, 2021, respectively. Amortization of such costs is recorded against operating revenues and amounted to $ 0.4 million and $ 0.3 million for the three months ended March 31, 2022 and 2021, respectively. Receivables from rent and other lease-related charges are generally collected at the beginning of the month. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 17. SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands): Three Months Ended March 31, 2022 2021 (Increase) decrease: Accounts receivable $ ( 1,177 ) $ ( 2,512 ) Accounts receivable from related parties 198 ( 4 ) Inventories ( 6,314 ) ( 1,104 ) Other current assets ( 1,854 ) ( 1,359 ) Other assets ( 131 ) ( 892 ) Increase (decrease): Accounts payable 12,645 3,063 Accounts payable to related parties 492 529 Motor fuel and sales taxes payable ( 1,345 ) 859 Accrued expenses and other current liabilities ( 388 ) 733 Other long-term liabilities 1,284 3,574 Changes in operating assets and liabilities, net of acquisitions $ 3,410 $ 2,887 The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions. Supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for interest $ 5,892 $ 2,996 Refunds received, net of cash paid for income taxes ( 2 ) ( 14 ) Supplemental schedule of non-cash investing and financing activities (in thousands): Three Months Ended March 31, 2022 2021 Accrued capital expenditures $ 2,664 $ 1,062 Lease liabilities arising from obtaining right-of-use assets 2,758 9,156 |
Description of Business and O_2
Description of Business and Other Disclosures (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Interim Financial Statement | Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2021 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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. The COVID-19 Pandemic has impacted our business and these seasonal trends typical in our business. See the “COVID-19 Pandemic” section below. |
Use of Estimates | 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. |
Concentration Risk | Concentration Risk For the three months ended March 31, 2022 and 2021, respectively, our wholesale business purchased approximately 81 % and 78 % of its motor fuel from four suppliers. Approximately 24 % and 29 % of our motor fuel gallons sold for the three months ended March 31, 2022 and 2021, respectively, were delivered by two carriers. For the three months ended March 31, 2022 and 2021, respectively, approximately 22 % and 18 % of our rent income was from two multi-site operators. For the three months ended March 31, 2022 and 2021, respectively, approximately 41 % and 42 % of our merchandise was purchased from one supplier. |
COVID-19 Pandemic | COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continued to recover in 2021 and 2022, we cannot predict the scope and severity with which COVID-19 will impact our business. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions. |
Acquisition of Assets From 7-_2
Acquisition of Assets From 7-Eleven (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Purchase of Properties and Adjustments to Previous Purchase Accounting | We recorded the purchase of these properties and adjustments to our previous purchase accounting for the first 103 properties as summarized in the table below (in thousands): Inventories $ 271 Other current assets 30 Property and equipment 8,171 Intangible assets ( 3,498 ) Goodwill ( 1,027 ) Total assets $ 3,947 Accrued expenses and other current liabilities $ 144 Other non-current liabilities 1,800 Asset retirement obligations 118 Total liabilities $ 2,062 Total consideration, net of cash acquired $ 1,885 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | We have classified 10 sites and 12 sites as held for sale at March 31, 2022 and December 31, 2021, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): March 31, December 31, 2022 2021 Land $ 2,219 $ 3,042 Buildings and site improvements 2,299 2,231 Equipment 840 939 Total 5,358 6,212 Less accumulated depreciation ( 1,183 ) ( 1,305 ) Assets held for sale $ 4,175 $ 4,907 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following (in thousands): March 31, December 31, 2022 2021 Retail site merchandise $ 22,611 $ 22,518 Motor fuel 30,070 23,582 Inventories $ 52,681 $ 46,100 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2022 2021 Land $ 326,964 $ 321,813 Buildings and site improvements 361,145 358,335 Leasehold improvements 13,570 13,437 Equipment 321,366 314,393 Construction in progress 10,290 9,457 Property and equipment, at cost 1,033,335 1,017,435 Accumulated depreciation and amortization ( 276,103 ) ( 261,981 ) Property and equipment, net $ 757,232 $ 755,454 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): March 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 208,697 $ ( 104,266 ) $ 104,431 $ 212,194 $ ( 99,124 ) $ 113,070 Trademarks/licenses 2,208 ( 1,193 ) 1,015 2,208 ( 1,174 ) 1,034 Covenant not to compete 450 ( 390 ) 60 450 ( 367 ) 83 Total intangible assets $ 211,355 $ ( 105,849 ) $ 105,506 $ 214,852 $ ( 100,665 ) $ 114,187 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill [Abstract] | |
Schedule of Changes in Goodwill | Changes in goodwill during 2022 were as follows (in thousands): Wholesale Retail Consolidated Balance at December 31, 2021 $ 82,328 $ 18,136 $ 100,464 Adjustments to purchase accounting ( 738 ) ( 317 ) ( 1,055 ) Balance at March 31, 2022 $ 81,590 $ 17,819 $ 99,409 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Balances for Long-term Debt and Finance Lease Obligations | Our balances for long-term debt and finance lease obligations were as follows (in thousands): March 31, December 31, 2022 2021 CAPL Credit Facility $ 630,000 $ 630,575 JKM Credit Facility 163,580 182,460 Finance lease obligations 16,150 16,809 Total debt and finance lease obligations 809,730 829,844 Current portion 2,774 10,939 Noncurrent portion 806,956 818,905 Deferred financing costs, net 7,922 8,270 Noncurrent portion, net of deferred financing costs $ 799,034 $ 810,635 |
Schedule Of Debt And Future Minimum Lease Payments On Finance Lease Obligations | As of March 31, 2022, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands): Debt Finance Lease Obligations Total Remaining in 2022 $ — $ 2,438 $ 2,438 2023 8,261 3,328 11,589 2024 641,015 3,427 644,442 2025 11,015 3,527 14,542 2026 133,290 3,629 136,919 2027 — 1,220 1,220 Total future payments 793,581 17,569 811,150 Less impact of discounting — 1,420 1,420 793,581 16,149 809,730 Current portion — 2,774 2,774 Long-term portion $ 793,581 $ 13,375 $ 806,956 |
Net Income per Limited Partners
Net Income per Limited Partnership Unit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit | The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per limited partner unit for the following periods (in thousands, except unit and per unit amounts): Three Months Ended March 31, 2022 2021 Numerator: Distributions paid $ 19,942 $ 19,912 Allocation of distributions in excess of net income ( 14,895 ) ( 23,879 ) Limited partners’ interest in net income - basic and diluted $ 5,047 $ ( 3,967 ) Denominator: Weighted-average common units outstanding - basic 37,900,146 37,869,259 Adjustment for phantom and phantom performance units 35,893 — Adjustment for preferred membership interests 23,402 — Weighted-average common units outstanding - diluted 37,959,441 37,869,259 Net income per common unit - basic and diluted $ 0.13 $ ( 0.10 ) Distributions paid per common unit $ 0.5250 $ 0.5250 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 |
Distributions Made to Limited Partner, by Distribution | Distribution activity for 2022 is as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2021 February 3, 2022 February 10, 2022 $ 0.5250 $ 19,942 March 31, 2022 May 3, 2022 May 11, 2022 0.5250 19,951 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended March 31, 2022 Revenues from fuel sales to external customers $ 583,121 $ 422,242 $ — $ 1,005,363 Intersegment revenues from fuel sales 344,001 — ( 344,001 ) — Revenues from food and merchandise sales — 62,347 — 62,347 Rent income 17,477 3,150 — 20,627 Other revenue 1,786 3,088 — 4,874 Total revenues $ 946,385 $ 490,827 $ ( 344,001 ) $ 1,093,211 Operating income (loss) $ 36,857 $ 676 $ ( 27,814 ) $ 9,719 Three Months Ended March 31, 2021 Revenues from fuel sales to external customers $ 398,493 $ 197,487 $ — $ 595,980 Intersegment revenues from fuel sales 144,452 — ( 144,452 ) — Revenues from food and merchandise sales — 37,839 — 37,839 Rent income 17,700 2,772 — 20,472 Other revenue 1,134 1,859 — 2,993 Total revenues $ 561,779 $ 239,957 $ ( 144,452 ) $ 657,284 Operating income (loss) $ 24,905 $ 293 $ ( 26,062 ) $ ( 864 ) |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows (in thousands): March 31, December 31, 2022 2021 Receivables from fuel and merchandise sales $ 32,716 $ 27,932 Receivables for rent and other lease-related charges 2,627 6,548 Total accounts receivable $ 35,343 $ 34,480 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule Of Supplemental Cash Flow [Line Items] | |
Cash Flow, Operating Capital | In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands): Three Months Ended March 31, 2022 2021 (Increase) decrease: Accounts receivable $ ( 1,177 ) $ ( 2,512 ) Accounts receivable from related parties 198 ( 4 ) Inventories ( 6,314 ) ( 1,104 ) Other current assets ( 1,854 ) ( 1,359 ) Other assets ( 131 ) ( 892 ) Increase (decrease): Accounts payable 12,645 3,063 Accounts payable to related parties 492 529 Motor fuel and sales taxes payable ( 1,345 ) 859 Accrued expenses and other current liabilities ( 388 ) 733 Other long-term liabilities 1,284 3,574 Changes in operating assets and liabilities, net of acquisitions $ 3,410 $ 2,887 |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2022 2021 Cash paid for interest $ 5,892 $ 2,996 Refunds received, net of cash paid for income taxes ( 2 ) ( 14 ) |
Non-cash Activities | |
Schedule Of Supplemental Cash Flow [Line Items] | |
Schedule of Supplemental Cash Flow Information | Supplemental schedule of non-cash investing and financing activities (in thousands): Three Months Ended March 31, 2022 2021 Accrued capital expenditures $ 2,664 $ 1,062 Lease liabilities arising from obtaining right-of-use assets 2,758 9,156 |
Description of Business and O_3
Description of Business and Other Disclosures - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2022SupplierOperatorsCarriers | Mar. 31, 2021 | |
Motor Fuel Gallons [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of product sold, delivered by two carrier | 24.00% | 29.00% |
Number of motor fuel carriers | Carriers | 2 | |
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 22.00% | 18.00% |
Number of multi-site operators | Operators | 2 | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Four Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 81.00% | 78.00% |
Number of motor fuel suppliers | 4 | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 41.00% | 42.00% |
Number of Supplier | 1 |
Acquisition of Assets From 7-_3
Acquisition of Assets From 7-Eleven - Additional Information (Details) - 7 Eleven, Inc. [Member] $ in Millions | Feb. 08, 2027USD ($) | Feb. 28, 2022USD ($)SiteProperty | Mar. 31, 2022 |
Business Acquisition [Line Items] | |||
Number of sites | Site | 106 | ||
Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 3.6 | ||
Number of properties consummated by buyer | Property | 103 | ||
Asset Purchase Agreement [Member] | Scenario Forecast [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 1.8 | ||
Asset Purchase Agreement [Member] | Distribution Rights [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible assets, useful life | 10 years | ||
Asset Purchase Agreement [Member] | Building [Member] | |||
Business Acquisition [Line Items] | |||
Property and equipment, useful life | 20 years | ||
Asset Purchase Agreement [Member] | Equipment [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Property and equipment, useful life | 30 years | ||
Asset Purchase Agreement [Member] | Site Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Number of properties consummated by buyer | Property | 3 |
Acquisition of Assets From 7-_4
Acquisition of Assets From 7-Eleven - Summary of Purchase of Properties and Adjustments to Previous Purchase Accounting (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Goodwill | $ (99,409) | $ (100,464) |
Asset Purchase Agreement [Member] | 7 Eleven, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Inventories | 271 | |
Other current assets | 30 | |
Property and equipment | 8,171 | |
Intangible assets | (3,498) | |
Goodwill | (1,027) | |
Total assets | 3,947 | |
Accrued expenses and other current liabilities | 144 | |
Other non-current liabilities | 1,800 | |
Asset retirement obligations | 118 | |
Total liabilities | 2,062 | |
Total consideration, net of cash acquired | $ 1,885 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)PropertyStore | Mar. 31, 2021USD ($)Property | Dec. 31, 2021Store | |
Long Lived Assets Held-for-sale [Line Items] | |||
Number of properties sold | Property | 4 | 3 | |
Proceeds from sale of properties | $ 1.5 | $ 0.9 | |
Gain on sales of assets, net | $ 0.3 | ||
Assets Held-for-sale [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Number of Stores | Store | 10 | 12 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 1,033,335 | $ 1,017,435 |
Less accumulated depreciation | (276,103) | (261,981) |
Assets held for sale | 757,232 | 755,454 |
Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 326,964 | 321,813 |
Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 361,145 | 358,335 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 321,366 | 314,393 |
Assets Held-for-sale [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 5,358 | 6,212 |
Less accumulated depreciation | (1,183) | (1,305) |
Assets held for sale | 4,175 | 4,907 |
Assets Held-for-sale [Member] | Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 2,219 | 3,042 |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 2,299 | 2,231 |
Assets Held-for-sale [Member] | Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 840 | $ 939 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Retail site merchandise | $ 22,611 | $ 22,518 |
Motor fuel | 30,070 | 23,582 |
Inventories | $ 52,681 | $ 46,100 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,033,335 | $ 1,017,435 |
Less accumulated depreciation | (276,103) | (261,981) |
Property and equipment, net | 757,232 | 755,454 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 326,964 | 321,813 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 361,145 | 358,335 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 13,570 | 13,437 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 321,366 | 314,393 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 10,290 | $ 9,457 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation, Amortization and Accretion Expenses [Member] | ||
Property Plant And Equipment [Line Items] | ||
Impairment charges. Property, Plant, and Equipment | $ 0.7 | $ 2.3 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 211,355 | $ 214,852 |
Finite-Lived Intangible Assets, Accumulated Amortization | (105,849) | (100,665) |
Intangible assets, net | 105,506 | 114,187 |
Wholesale Fuel Supply Contracts/Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 208,697 | 212,194 |
Finite-Lived Intangible Assets, Accumulated Amortization | (104,266) | (99,124) |
Intangible assets, net | 104,431 | 113,070 |
Trademarks/Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,208 | 2,208 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,193) | (1,174) |
Intangible assets, net | 1,015 | 1,034 |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 450 | 450 |
Finite-Lived Intangible Assets, Accumulated Amortization | (390) | (367) |
Intangible assets, net | $ 60 | $ 83 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) | 1 Months Ended |
Feb. 28, 2022Site | |
7 Eleven, Inc. [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Number of sites acquired | 3 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 100,464 |
Adjustments to purchase accounting | (1,055) |
Ending Balance | 99,409 |
Wholesale [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 82,328 |
Adjustments to purchase accounting | (738) |
Ending Balance | 81,590 |
Retail [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 18,136 |
Adjustments to purchase accounting | (317) |
Ending Balance | $ 17,819 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 1 Months Ended |
Feb. 28, 2022Site | |
7 Eleven, Inc. [Member] | |
Goodwill [Line Items] | |
Number of sites acquired | 3 |
Debt - Summary of Balances for
Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 16,150 | $ 16,809 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total debt and finance lease obligations | Total debt and finance lease obligations |
Total debt and finance lease obligations | $ 809,730 | $ 829,844 |
Current portion | 2,774 | 10,939 |
Noncurrent portion | 806,956 | 818,905 |
Deferred financing costs, net | 7,922 | 8,270 |
Noncurrent portion, net of deferred financing costs | 799,034 | 810,635 |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 630,000 | 630,575 |
JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 163,580 | $ 182,460 |
Debt - Schedule of Debt and Fut
Debt - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
Remaining in 2022 | $ 2,438 |
2023 | 11,589 |
2024 | 644,442 |
2025 | 14,542 |
2026 | 136,919 |
2027 | 1,220 |
Total future payments | 811,150 |
Less impact of discounting | 1,420 |
Total debt and capital lease obligations | 809,730 |
Current portion | 2,774 |
Long-term portion | 806,956 |
Debt [Member] | |
Debt Instrument [Line Items] | |
2023 | 8,261 |
2024 | 641,015 |
2025 | 11,015 |
2026 | 133,290 |
Total future payments | 793,581 |
Total debt and capital lease obligations | 793,581 |
Long-term portion | 793,581 |
Finance Lease Obligations [Member] | |
Debt Instrument [Line Items] | |
Remaining in 2022 | 2,438 |
2023 | 3,328 |
2024 | 3,427 |
2025 | 3,527 |
2026 | 3,629 |
2027 | 1,220 |
Total future payments | 17,569 |
Less impact of discounting | 1,420 |
Total debt and capital lease obligations | 16,149 |
Current portion | 2,774 |
Long-term portion | $ 13,375 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding, amount | $ 800 | $ 800 |
Line of credit facility, maximum borrowing capacity | $ 9,600 | |
Notes Payable to Banks [Member] | JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, interest rate at period end | 2.80% | |
Notes Payable to Banks [Member] | Base Rate [Member] | JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.50% | |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Letters of credit outstanding, amount | $ 4,000 | 4,000 |
Line of credit facility, maximum borrowing capacity | 116,000 | |
Outstanding under term loan facility | $ 630,000 | $ 630,575 |
CAPL Credit Facility [Member] | Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit facility, interest rate at period end | 2.90% | |
Debt instrument, basis spread on variable rate | 2.50% |
Interest Rate Swap Contracts -
Interest Rate Swap Contracts - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)Derivative | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Derivative Instruments Gain Loss [Line Items] | |||
Estimated gain to be reclassified from AOCI into interest expense | $ 4.2 | ||
Estimated period for transfer of gain to be AOCI into interest expense | 12 months | ||
Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Maturity date | Apr. 1, 2024 | ||
Number of interest rate swap contracts | Derivative | 3 | ||
Fair value of contract, net asset | $ 11.4 | $ 3 | |
Net realized loss | 0.2 | $ 0.2 | |
One Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount | $ 150 | ||
Fixed interest rate | 0.495% | ||
Other Interest Rate Swap [Member] | |||
Derivative Instruments Gain Loss [Line Items] | |||
Notional amount | $ 75 | ||
Fixed interest rate | 0.38% |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Rental income | $ 20,627 | $ 20,472 | |
Accounts receivable from related parties | 951 | $ 1,149 | |
Accounts payable to related parties | 7,915 | 7,679 | |
Cost of services | 1,014,381 | 602,416 | |
Omnibus Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Cost and expenses incurred | 20,100 | 12,800 | |
Topper And Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Rental income | 17,100 | 11,200 | |
Accounts receivable from related parties | 800 | 1,300 | |
Rent expense | 2,400 | 2,300 | |
Accounts payable to related parties | 300 | ||
Cost of services | 300 | 400 | |
Topper Group [Member] | |||
Related Party Transaction [Line Items] | |||
Dividends cash | $ 7,700 | $ 9,700 | |
Lease expenses | insignificant | insignificant | |
Topper Group [Member] | Omnibus Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable to related parties | $ 5,600 | 3,700 | |
John B. Reilly, III [Member] | |||
Related Party Transaction [Line Items] | |||
Dividends cash | 2,600 | $ 500 | |
Topper And Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable to related parties | 2,000 | $ 1,500 | |
Merchandise costs | 4,500 | 4,200 | |
CST Brands Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Rent expense | $ 200 | $ 200 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments And Contingencies Disclosure [Abstract] | ||
Environmental liabilities | $ 7.5 | $ 5.4 |
Other Assets [Member] | ||
Commitments And Contingencies Disclosure [Abstract] | ||
Indemnification assets related to third party escrow funds, state funds or insurance | $ 5.6 | $ 3.2 |
Preferred Membership Interests
Preferred Membership Interests - Additional Information (Details) - Series A Preferred Interest [Member] $ / shares in Units, $ in Thousands | Mar. 29, 2022USD ($)TradingDays$ / sharesshares | Mar. 31, 2022 |
Class of Stock [Line Items] | ||
Preferred shares issued and sold | shares | 12,500 | |
Shares issued, price per share | $ / shares | $ 1,000 | |
Aggregate purchase price of preferred interest | $ | $ 25,000 | |
Investment agreement date | Mar. 29, 2022 | |
Percentage of common interests Holdings | 100.00% | |
Initial liquidation preference | $ | $ 1,000 | |
Percentage of preferred return at liquidation preference | 9.00% | |
Preferred stock, participation rights | Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”). | |
Preferred stock, convertible, conversion price | $ / shares | $ 23.74 | |
Preferred stock, convertible, conversion ratio | 1.15 | |
Number of trading days | TradingDays | 20 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax holiday, description | As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. | |
Income tax benefit | $ 1,859 | $ 306 |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Limited partnership percentage of non qualifying income to gross income | 10.00% |
Net Income Per Limited Partne_2
Net Income Per Limited Partner Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Distributions paid | $ 19,942 | $ 19,912 |
Allocation of distributions in excess of net income | (14,895) | (23,879) |
Limited partners’ interest in net income - basic and diluted | $ 5,047 | $ (3,967) |
Denominator: | ||
Weighted-average common units outstanding - basic | 37,900,146 | 37,869,259 |
Adjustment for phantom and phantom performance units | 35,893 | |
Adjustment for preferred membership interests | 23,402 | |
Weighted-average common units outstanding - diluted | 37,959,441 | 37,869,259 |
Net income per common unit - basic and diluted | $ 0.13 | $ (0.10) |
Distributions paid per common unit | 0.5250 | 0.5250 |
Distributions declared (with respect to each respective period) per common unit | $ 0.5250 | $ 0.5250 |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Partnership Distributions [Abstract] | ||
Record Date | May 3, 2022 | Feb. 3, 2022 |
Payment Date | May 11, 2022 | Feb. 10, 2022 |
Cash Distribution (per unit) | $ 0.5250 | $ 0.5250 |
Cash Distribution (in thousands) | $ 19,951 | $ 19,942 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | Segment | 2 | ||
Contract costs, unamortized balance | $ 11.2 | $ 11 | |
Contract costs, amortization against operating revenues | $ 0.4 | $ 0.3 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 1,093,211 | $ 657,284 |
Rental income | 20,627 | 20,472 |
Operating income (loss) | 9,719 | (864) |
Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,005,363 | 595,980 |
Food and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 62,347 | 37,839 |
Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 4,874 | 2,993 |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | (344,001) | (144,452) |
Operating income (loss) | (27,814) | (26,062) |
Unallocated [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | (344,001) | (144,452) |
Unallocated [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | ||
Wholesale | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 946,385 | 561,779 |
Rental income | 17,477 | 17,700 |
Operating income (loss) | 36,857 | 24,905 |
Wholesale | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 583,121 | 398,493 |
Wholesale | Operating Segments [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,786 | 1,134 |
Wholesale | Intersegment [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 344,001 | 144,452 |
Retail [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 490,827 | 239,957 |
Rental income | 3,150 | 2,772 |
Operating income (loss) | 676 | 293 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 422,242 | 197,487 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 62,347 | 37,839 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 3,088 | $ 1,859 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 35,343 | $ 34,480 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 32,716 | 27,932 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 2,627 | $ 6,548 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
(Increase) decrease: | ||
Accounts receivable | $ (1,177) | $ (2,512) |
Accounts receivable from related parties | 198 | (4) |
Inventories | (6,314) | (1,104) |
Other current assets | (1,854) | (1,359) |
Other assets | (131) | (892) |
Increase (decrease): | ||
Accounts payable | 12,645 | 3,063 |
Accounts payable to related parties | 492 | 529 |
Motor fuel and sales taxes payable | (1,345) | 859 |
Accrued expenses and other current liabilities | (388) | 733 |
Other long-term liabilities | 1,284 | 3,574 |
Changes in operating assets and liabilities, net of acquisitions | $ 3,410 | $ 2,887 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 5,892 | $ 2,996 |
Refunds received, net of cash paid for income taxes | $ (2) | $ (14) |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule Of Supplemental Cash Flow [Line Items] | ||
Accrued capital expenditures | $ 2,664 | $ 1,062 |
Lease liabilities arising from obtaining right-of-use assets | $ 2,758 | $ 9,156 |