Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | CROSSAMERICA PARTNERS LP | |
Entity Central Index Key | 0001538849 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
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 | 37,952,950 | |
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, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 7,517 | $ 16,054 |
Accounts receivable, net of allowances of $723 and $686, respectively | 28,568 | 30,825 |
Accounts receivable from related parties | 524 | 743 |
Inventory | 47,911 | 47,307 |
Assets held for sale | 2,012 | 983 |
Current portion of interest rate swap contracts | 13,448 | 13,827 |
Other current assets | 11,512 | 8,667 |
Total current assets | 111,492 | 118,406 |
Property and equipment, net | 716,918 | 728,379 |
Right-of-use assets, net | 161,161 | 164,942 |
Intangible assets, net | 108,338 | 113,919 |
Goodwill | 99,409 | 99,409 |
Interest rate swap contracts, less current portion | 968 | 3,401 |
Other assets | 25,453 | 26,142 |
Total assets | 1,223,739 | 1,254,598 |
Current liabilities: | ||
Current portion of debt and finance lease obligations | 2,937 | 11,151 |
Current portion of operating lease obligations | 35,288 | 35,345 |
Accounts payable | 69,605 | 77,048 |
Accounts payable to related parties | 5,641 | 7,798 |
Accrued expenses and other current liabilities | 23,556 | 23,144 |
Motor fuel and sales taxes payable | 20,471 | 20,813 |
Total current liabilities | 157,498 | 175,299 |
Debt and finance lease obligations, less current portion | 776,979 | 761,638 |
Operating lease obligations, less current portion | 131,429 | 135,220 |
Deferred tax liabilities, net | 8,532 | 10,588 |
Asset retirement obligations | 46,794 | 46,431 |
Other long-term liabilities | 46,923 | 46,289 |
Total liabilities | 1,168,155 | 1,175,465 |
Commitments and contingencies | ||
Preferred membership interests | 26,757 | 26,156 |
Partners' Capital [Abstract] | ||
Common units-37,952,950 and 37,937,604 units issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 15,276 | 36,508 |
Accumulated other comprehensive income | 13,551 | 16,469 |
Total equity | 28,827 | 52,977 |
Total liabilities and equity | $ 1,223,739 | $ 1,254,598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Account receivable allowance | $ 723 | $ 686 |
Shares issued | 37,952,950 | 37,937,604 |
Shares outstanding | 37,952,950 | 37,937,604 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Operating revenues | $ 1,016,159 | $ 1,093,211 |
Costs of sales | 934,100 | 1,014,381 |
Gross profit | 82,059 | 78,830 |
Operating expenses: | ||
Operating expenses | 45,623 | 42,109 |
General and administrative expenses | 5,739 | 6,483 |
Depreciation, amortization and accretion expense | 19,820 | 20,275 |
Total operating expenses | 71,182 | 68,867 |
Loss on dispositions and lease terminations, net | (1,767) | (244) |
Operating income | 9,110 | 9,719 |
Other income, net | 261 | 130 |
Interest expense | (12,012) | (6,661) |
(Loss) income before income taxes | (2,641) | 3,188 |
Income tax benefit | (1,662) | (1,859) |
Net income | (979) | 5,047 |
Accretion of preferred membership interests | 601 | |
Net income (loss) available to limited partners | $ (1,580) | $ 5,047 |
Basic and diluted earnings per common unit | $ (0.04) | $ 0.13 |
Earnings Per Unit [Abstract] | ||
Basic common units | 37,940,332 | 37,900,146 |
Diluted common units | 37,940,332 | 37,959,441 |
Supplemental information: | ||
(a) includes excise taxes of: | $ 69,884 | $ 66,858 |
(a) Includes rent income of: | 21,320 | 20,627 |
(b) excludes depreciation, amortization and accretion and includes rent expense of: | 5,554 | 5,841 |
(c) includes rent expense of: | $ 3,798 | $ 3,708 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (979) | $ 5,047 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, amortization and accretion expense | 19,820 | 20,275 |
Amortization of deferred financing costs | 1,848 | 680 |
Credit loss expense | 37 | 45 |
Deferred income tax benefit | (2,056) | (2,045) |
Equity-based employee and director compensation expense | 561 | 732 |
Loss on dispositions and lease terminations, net | 1,767 | 244 |
Changes in operating assets and liabilities, net of acquisitions | (9,460) | 3,410 |
Net cash provided by operating activities | 11,538 | 28,388 |
Cash flows from investing activities: | ||
Principal payments received on notes receivable | 53 | 33 |
Proceeds from sale of assets | 568 | 1,460 |
Capital expenditures | (6,001) | (8,934) |
Cash paid in connection with acquisitions, net of cash acquired | (1,885) | |
Net cash used in investing activities | (5,380) | (9,326) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 187,400 | 30,600 |
Repayments on revolving credit facilities | (15,537) | (26,575) |
Borrowings under the Term Loan Facility | 1,120 | |
Repayments on the Term Loan Facility | (158,980) | (24,600) |
Net proceeds from issuance of preferred membership interests | 24,500 | |
Payments of finance lease obligations | (698) | (658) |
Payments of deferred financing costs | (6,906) | (6) |
Distributions paid on distribution equivalent rights | (56) | (46) |
Distributions paid on common units | (19,918) | (19,896) |
Net cash provided used in financing activities | (14,695) | (15,561) |
Net (decrease) increase in cash and cash equivalents | (8,537) | 3,501 |
Cash and cash equivalents at beginning of period | 16,054 | 7,648 |
Cash and cash equivalents at end of period | $ 7,517 | $ 11,149 |
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, 2021 | $ 56,558 | $ 53,528 | $ 3,030 |
Balance, Common Units at Dec. 31, 2021 | 37,896,556 | ||
Net (loss) income | 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 | ||
Balance at Dec. 31, 2022 | 52,977 | $ 36,508 | 16,469 |
Balance, Common Units at Dec. 31, 2022 | 37,937,604 | ||
Net (loss) income | (979) | $ (979) | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 137 | 137 | |
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | (3,055) | (3,055) | |
Total other comprehensive income | (2,918) | (2,918) | |
Comprehensive (loss) income | (3,897) | (979) | (2,918) |
Issuance of units related to Bonus Plan | 322 | $ 322 | |
Issuance of units related to Bonus Plan, Units | 15,346 | ||
Accretion of preferred membership interests | (601) | $ (601) | |
Distributions paid | (19,974) | (19,974) | |
Balance at Mar. 31, 2023 | $ 28,827 | $ 15,276 | $ 13,551 |
Balance, Common Units at Mar. 31, 2023 | 37,952,950 |
Description of Business and Oth
Description of Business and Other Disclosures | 3 Months Ended |
Mar. 31, 2023 | |
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 sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the 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, 2023 and for the three months ended March 31, 2023 and 2022 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2022 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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 consolidated 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 consolidated 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. Recently Adopted Accounting Pronouncements – Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met to ease an entity’s financial reporting burden as the market transitions from LIBOR and other interbank offered rates to alternative reference rates. Subsequently, the FASB issued ASU 2021-01 to clarify the scope of Topic 848 and ASU 2022-06 to defer the sunset date of Topic 848. The guidance was effective upon issuance and may be applied through December 31, 2024. This guidance applied to our hedge accounting and hedge documentation as further discussed in Note 8, but did not have a material effect on the Partnership's consolidated financial statements. Certain other new accounting pronouncements have become effective for our financial statements during 2023, 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, 2023 and 2022, respectively, our wholesale business purchased approximately 80 % and 81 % of its motor fuel from four suppliers. Approximately 23 % and 24 % of our motor fuel gallons sold for the three months ended March 31, 2023 and 2022, respectively, were delivered by two carriers. For the three months ended March 31, 2023 and 2022, respectively, approximately 20 % and 22 % of our rent income was from two multi-site operators. For the three months ended March 31, 2023 and 2022, respectively, approximately 47 % and 48 % of our merchandise was purchased from one supplier. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2. ACQUISITIONS Acquisition of Assets from CSS On November 9, 2022, we closed on the acquisition of assets from CSS for a purchase price of $ 27.5 million plus working capital. The assets consisted of wholesale fuel supply contracts to 38 dealer owned locations, 35 sub-wholesaler accounts and two commission locations ( 1 fee based and 1 lease). We funded this acquisition through borrowings on the CAPL Credit Facility and cash on hand. 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 other working capital, of which $ 1.8 million will be paid on or prior to February 8, 2027. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | Note 3. ASSETS HELD FOR SALE We have classified six sites and three sites as held for sale at March 31, 2023 and December 31, 2022, 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, 2023 2022 Land $ 1,292 $ 758 Buildings and site improvements 1,536 457 Equipment 1,412 333 Total 4,240 1,548 Less accumulated depreciation ( 2,228 ) ( 565 ) Assets held for sale $ 2,012 $ 983 The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2023, we sold one property for $ 0.4 million in proceeds, resulting in a net gain of $ 0.1 million. During the three months ended March 31, 2022, we sold four properties for $ 1.5 million in proceeds, resulting in a net gain of $ 0.3 million. 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, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. INVENTORY Inventory consisted of the following (in thousands): March 31, December 31, 2023 2022 Retail site merchandise $ 23,884 $ 22,654 Motor fuel 24,027 24,653 Inventory $ 47,911 $ 47,307 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Land $ 323,042 $ 323,882 Buildings and site improvements 360,015 360,542 Leasehold improvements 15,764 15,312 Equipment 337,606 334,324 Construction in progress 4,226 6,514 Property and equipment, at cost 1,040,653 1,040,574 Accumulated depreciation and amortization ( 323,735 ) ( 312,195 ) Property and equipment, net $ 716,918 $ 728,379 We recorded impairment charges of $ 0.4 million and $ 0.7 million during the three months ended March 31, 2023 and 2022, 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, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 6. INTANGIBLE ASSETS Intangible assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 232,932 $ 125,720 $ 107,212 $ 232,932 $ 120,168 $ 112,764 Trademarks/licenses 1,630 691 939 2,208 1,250 958 Covenant not to compete 200 13 187 650 453 197 Total intangible assets $ 234,762 $ 126,424 $ 108,338 $ 235,790 $ 121,871 $ 113,919 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. DEBT Our balances for long-term debt and finance lease obligations were as follows (in thousands): March 31, December 31, 2023 2022 CAPL Credit Facility $ 778,000 $ 606,137 JKM Credit Facility — 158,980 Finance lease obligations 13,256 13,954 Total debt and finance lease obligations 791,256 779,071 Current portion 2,937 11,151 Noncurrent portion 788,319 767,920 Deferred financing costs, net 11,340 6,282 Noncurrent portion, net of deferred financing costs $ 776,979 $ 761,638 As of March 31, 2023, 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 2023 — 2,489 2,489 2024 — 3,396 3,396 2025 — 3,495 3,495 2026 — 3,596 3,596 2027 — 1,211 1,211 2028 778,000 — 778,000 Total future payments 778,000 14,187 792,187 Less impact of discounting — 931 931 778,000 13,256 791,256 Current portion — 2,937 2,937 Long-term portion $ 778,000 $ 10,319 $ 788,319 On March 31, 2023, the Partnership and its subsidiary, LGWS (together with the Partnership, the “Borrowers”), amended and restated the CAPL Credit Facility. As amended, the CAPL Credit Facility provides for an increase of the senior secured revolving credit facility from $ 750 million to $ 925 million and extends the maturity date from April 1, 2024 to March 31, 2028 . The credit facility can be increased from time to time upon the Partnership’s written request, subject to certain conditions, up to an additional $ 350 million. The aggregate amount of the outstanding loans and letters of credit under the CAPL Credit Facility cannot exceed the combined revolving commitments then in effect. Certain subsidiaries of the Borrowers are guarantors ("Guarantors") of all of the obligations under the CAPL Credit Facility. All obligations under the CAPL Credit Facility are secured by substantially all of the Partnership’s assets and substantially all of the assets of the Guarantors. Borrowings under the credit facility bear interest, at the Partnership’s option, at (1) a rate equal to the secured overnight financing rate (“SOFR”), for interest periods of one, three or six months, plus a margin ranging from 1.75 % to 2.75 % per annum depending on the Partnership’s Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) plus a customary credit spread adjustment or (2) (a) an alternative base rate equal to the greatest of (i) the federal funds rate plus 0.5 % per annum, (ii) SOFR 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 0.75 % to 1.75 % per annum depending on the Partnership’s Consolidated Leverage Ratio. In addition, the Partnership incurs 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 the Partnership’s Consolidated Leverage Ratio. Until the Partnership delivers a compliance certificate for the fiscal quarter ending June 30, 2023, the applicable margin for SOFR and alternative base rate loans is 2.25 % and 1.25 %, respectively, and the commitment fee rate is 0.35 %. The Partnership also has the right to borrow swingline loans under the CAPL Credit Facility in an amount up to $ 35.0 million. Swingline loans bear interest at the base rate plus the applicable alternative base rate margin. Letters of credit may be issued under the CAPL Credit Facility up to an aggregate amount of $ 65.0 million. Letters of credit are subject to a 0.125 % fronting fee and other customary administrative charges. Letters of credit accrue a fee at a rate based on the applicable margin of SOFR loans. The CAPL Credit Facility also contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2023, June 30, 2023, September 30, 2023 and December 31, 2023, not greater than 5.25 to 1.00 , (ii) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00 , and (iii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00 . For the quarter during a Specified Acquisition Period (as defined in the CAPL Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5 , but such numerator may not exceed 5.25 to 1.00 . Upon the occurrence of a Qualified Note Offering (as defined in the CAPL Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00 , while the Specified Acquisition Period threshold is 5.50 to 1.00 . Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the CAPL Credit Facility) 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. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00. The incremental borrowings at the closing of the amended and restated CAPL Credit Facility were used to repay outstanding borrowings under the JKM Credit Facility, which was terminated on March 31, 2023, and to pay fees and expenses in connection with the CAPL Credit Facility and the termination of the JKM Credit Facility. The CAPL Credit Facility prohibits the Partnership from making cash distributions to its unitholders if any event of default occurs or would result from the distribution. In addition, the CAPL Credit Facility contains various covenants that may limit, among other things, the Partnership’s ability to: • grant liens; • incur or assume other indebtedness; • materially alter the character of the Partnership’s business in any material respect; • enter into certain mergers, liquidations and dissolutions; and • make certain investments, acquisitions or dispositions. If an event of default exists under the CAPL Credit Facility, the lenders will be able to accelerate the maturity of the CAPL Credit Facility and exercise other rights and remedies. Events of default include, among others, the following: • failure to pay any principal under the CAPL Credit Facility when due or any interest, fees or other amounts under the CAPL Credit Facility when due after a grace period; • failure of any representation or warranty to be true and correct in any material respect; • failure to perform or otherwise comply with the covenants in the CAPL Credit Facility or in other loan documents without a waiver or amendment; • any default in the performance of any obligation or condition beyond the applicable grace period relating to any other indebtedness of more than $ 45.0 million; • certain judgment default for monetary judgments exceeding $ 45.0 million; • bankruptcy or insolvency event involving the Partnership or any of its subsidiaries; • certain Employee Retirement Income Security Act of 1974 (ERISA) violations; • a Change of Control (as defined in the CAPL Credit Facility) without a waiver or amendment; and • failure of the lenders for any reason to have a perfected first priority security interest in a material portion of the collateral granted by the Partnership or any of its subsidiaries. Taking the interest rate swap contracts described in Note 8 into account, our effective interest rate on our CAPL Credit Facility at March 31, 2023 was 4.98 % (our applicable margin was 2.25 % as of March 31, 2023). See Note 8 for information regarding additional interest rate swap contracts entered into in April 2023. Letters of credit outstanding at March 31, 2023 and December 31, 2022 totaled $ 4.5 million and $ 4.6 million, respectively. As of March 31, 2023, 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, 2023, after taking into consideration debt covenant restrictions, was $ 142.5 million. In connection with amending the CAPL Credit Facility and terminating the JKM Credit Facility, the Partnership wrote off $ 1.1 million of deferred financing costs in the first quarter of 2023. |
Interest Rate Swap Contracts
Interest Rate Swap Contracts | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Contracts | Note 8. INTEREST RATE SWAP CONTRACTS Through March 31, 2023, the interest payments on our CAPL Credit Facility varied 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 7. To hedge against interest rate volatility on our variable rate borrowings under the CAPL Credit Facility, on March 26, 2020, we entered into an interest rate swap contract. The interest rate swap contract has a notional amount of $ 150 million, a fixed rate of 0.495 % and matures on April 1, 2024 . On April 15, 2020, we entered into two additional interest rate swap contracts, each with notional amounts of $ 75 million, a fixed rate of 0.38 % and that mature on April 1, 2024 . 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 $ 13.6 million and $ 16.5 million at March 31, 2023 and December 31, 2022, respectively. See Note 11 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 gain (loss) from settlements of the interest rate swap contracts of $ 3.1 million and $( 0.2 ) million for the three months ended March 31, 2023 and 2022, respectively. We currently estimate that a gain of $ 12.6 million will be reclassified from accumulated other comprehensive income into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates. On April 4, 2023, in connection with amending and restating the CAPL Credit Facility and transitioning from LIBOR to SOFR, we also amended our three existing interest rate swap contracts to convert the reference rate from LIBOR to SOFR. As a result, the fixed rate was reduced from 0.495 % to 0.4125 % for the one contract and from 0.38 % to 0.2975 % for the other two contracts. All other critical terms remain the same and so we expect these cash flow hedges to continue to be highly effective. We have applied certain provisions and practical expedients of ASC 848–Reference Rate Reform related to the transition from LIBOR to SOFR achieved with amending and restating the CAPL Credit Facility and with amending our existing interest rate swap contracts. In April 2023, we entered into four additional interest rate swap contracts as summarized below (in thousands): Notional Amount Termination Date Fixed Rate $ 50,000 March 30, 2028 3.287 % 100,000 March 31, 2028 3.287 % 50,000 April 8, 2028 3.282 % 100,000 April 1, 2028 2.932 % All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9. RELATED-PARTY TRANSACTIONS Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from TopStar, an entity affiliated with the Topper Group, were $ 11.7 million and $ 17.1 million for the three months ended March 31, 2023 and 2022, respectively. Accounts receivable from TopStar were $ 0.5 million and $ 0.7 million at March 31, 2023 and December 31, 2022, respectively. CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $ 2.5 million and $ 2.4 million for the three months ended March 31, 2023 and 2022, respectively. Omnibus Agreement We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites, totaling $ 22.1 million and $ 20.1 million for the three months ended March 31, 2023 and 2022, 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 $ 4.0 million and $ 6.1 million at March 31, 2023 and December 31, 2022, respectively. Common Unit Distributions and Other Equity Transactions We distributed $ 7.7 million to the Topper Group related to its ownership of our common units during each of the three months ended March 31, 2023 and 2022. We distributed $ 2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units during each of the three months ended March 31, 2023 and 2022. We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $ 0.6 million for the three months ended March 31, 2023. Maintenance and Environmental Costs Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $ 0.7 million and $ 0.3 million for the three months ended March 31, 2023 and 2022, respectively. Accounts payable to this related party amounted to $ 0.2 million and $ 0.3 million at March 31, 2023 and December 31, 2022, respectively. 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 $ 4.9 million and $ 4.5 million for three months ended March 31, 2023 and 2022, respectively. Amounts payable to this related party amounted to $ 1.4 million at each of March 31, 2023 and December 31, 2022. Vehicle Lease In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for the three months ended March 31, 2023 and 2022. 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 $ 0.3 million and $ 0.2 million for the three months ended March 31, 2023 and 2022, respectively. Public Relations and Website Consulting Services We have engaged a company affiliated with John B. Reilly, III, 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, 2023 and 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 contractual period, 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, 2023 or 2022. 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 sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, 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 $ 7.6 million and $ 7.5 million at March 31, 2023 and December 31, 2022, 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 $ 5.2 million at each of March 31, 2023 and December 31, 2022. 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, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11. FAIR VALUE MEASUREMENTS We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2023 or 2022. As further discussed in Note 8, we remeasure the fair value of interest rate swap 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 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 deemed Level 1 measurements. The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2023 and December 31, 2022 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of March 31, 2023 and December 31, 2022 due to the frequency with which interest rates are reset and the consistency of the market spread. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. 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 $ 1.7 million and $ 1.9 million for the three months ended March 31, 2023 and 2022, 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 LGWS and Joe’s Kwik Marts are subject to income tax. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 13. 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 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, 2023 2022 Numerator: Distributions paid $ 19,974 $ 19,942 Allocation of distributions in excess of net income ( 21,554 ) ( 14,895 ) Limited partners’ interest in net (loss) income - basic and diluted $ ( 1,580 ) $ 5,047 Denominator: Weighted-average common units outstanding - basic 37,940,332 37,900,146 Adjustment for phantom and phantom performance units (a) — 35,893 Adjustment for preferred membership interests (a) — 23,402 Weighted-average common units outstanding - diluted 37,940,332 37,959,441 Net (loss) income per common unit - basic and diluted $ ( 0.04 ) $ 0.13 Distributions paid per common unit $ 0.5250 $ 0.5250 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 (a) For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. Distributions Distribution activity for 2023 is as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2022 February 3, 2023 February 10, 2023 $ 0.5250 $ 19,917 March 31, 2023 May 3, 2023 May 10, 2023 $ 0.5250 $ 19,925 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, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 14. 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 and independent dealers. 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, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data. During the fourth quarter of 2022, we changed our segment reporting to our chief operating decision maker to simplify the assessment of performance of our segments. Prior to the fourth quarter, the wholesale segment included the wholesale fuel gross profit on intersegment sales by our wholesale segment to our retail segment. Likewise, the wholesale segment included an allocation of operating expenses related to the operation of our sites consistent with the allocation of the overall fuel gross profit. Starting in the fourth quarter of 2022, the wholesale segment includes only the fuel gross profit on sales to lessee dealers and independent dealers and the retail segment includes the entire fuel gross profit on sales at our company operated and commission agent sites. Likewise, operating expenses are allocated to each segment based on estimates of the level of effort expended on our 1) lessee and independent dealer business in our wholesale segment; and 2) company operated and commission site business in our retail segment. This change simplifies the assessment of performance of our segments and eliminates the intersegment sales inherent in our prior segment reporting. We have recast the results of our segments for March 31, 2022 to be consistent with our new segment reporting. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended March 31, 2023 Revenues from fuel sales to external customers $ 521,925 $ 402,946 $ — $ 924,871 Revenues from food and merchandise sales — 65,266 — 65,266 Rent income 17,956 3,364 — 21,320 Other revenue 1,247 3,455 — 4,702 Total revenues $ 541,128 $ 475,031 $ — $ 1,016,159 Operating income (loss) $ 21,669 $ 14,767 $ ( 27,326 ) $ 9,110 Three Months Ended March 31, 2022 Revenues from fuel sales to external customers $ 583,121 $ 422,242 $ — $ 1,005,363 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 $ 602,384 $ 490,827 $ — $ 1,093,211 Operating income (loss) $ 21,593 $ 15,128 $ ( 27,002 ) $ 9,719 Receivables relating to the revenue streams above are as follows (in thousands): March 31, December 31, 2023 2022 Receivables from fuel and merchandise sales $ 27,945 $ 29,772 Receivables for rent and other lease-related charges 1,147 1,796 Total accounts receivable $ 29,092 $ 31,568 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 revenue from such shortfalls 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 $ 10.9 million at March 31, 2023 and December 31, 2022. Amortization of such costs is recorded against operating revenues and amounted to $ 0.4 million for the three months ended March 31, 2023 and 2022. 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, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 15. 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, 2023 2022 (Increase) decrease: Accounts receivable $ 2,220 $ ( 1,177 ) Accounts receivable from related parties 219 198 Inventories ( 604 ) ( 6,314 ) Other current assets ( 2,775 ) ( 1,854 ) Other assets 574 ( 131 ) Increase (decrease): Accounts payable ( 7,503 ) 12,645 Accounts payable to related parties ( 2,013 ) 492 Accrued expenses and other current liabilities ( 297 ) ( 388 ) Motor fuel and sales taxes payable ( 342 ) ( 1,345 ) Other long-term liabilities 1,061 1,284 Changes in operating assets and liabilities, net of acquisitions $ ( 9,460 ) $ 3,410 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, 2023 2022 Cash paid for interest $ 11,875 $ 5,892 Cash paid (refunded) for income taxes, net 560 ( 2 ) Supplemental schedule of non-cash investing and financing activities (in thousands): Three Months Ended March 31, 2023 2022 Accrued capital expenditures $ 2,228 $ 2,664 Lease liabilities arising from obtaining right-of-use assets 2,972 2,758 |
Description of Business and O_2
Description of Business and Other Disclosures (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and for the three months ended March 31, 2023 and 2022 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2022 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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 | Use of Estimates The preparation of consolidated 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 consolidated 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. |
Recently Adopted Accounting Pronouncements-Reference Rate Reform | Recently Adopted Accounting Pronouncements – Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met to ease an entity’s financial reporting burden as the market transitions from LIBOR and other interbank offered rates to alternative reference rates. Subsequently, the FASB issued ASU 2021-01 to clarify the scope of Topic 848 and ASU 2022-06 to defer the sunset date of Topic 848. The guidance was effective upon issuance and may be applied through December 31, 2024. This guidance applied to our hedge accounting and hedge documentation as further discussed in Note 8, but did not have a material effect on the Partnership's consolidated financial statements. Certain other new accounting pronouncements have become effective for our financial statements during 2023, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures. |
Concentration Risk | Concentration Risk For the three months ended March 31, 2023 and 2022, respectively, our wholesale business purchased approximately 80 % and 81 % of its motor fuel from four suppliers. Approximately 23 % and 24 % of our motor fuel gallons sold for the three months ended March 31, 2023 and 2022, respectively, were delivered by two carriers. For the three months ended March 31, 2023 and 2022, respectively, approximately 20 % and 22 % of our rent income was from two multi-site operators. For the three months ended March 31, 2023 and 2022, respectively, approximately 47 % and 48 % of our merchandise was purchased from one supplier. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | We have classified six sites and three sites as held for sale at March 31, 2023 and December 31, 2022, 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, 2023 2022 Land $ 1,292 $ 758 Buildings and site improvements 1,536 457 Equipment 1,412 333 Total 4,240 1,548 Less accumulated depreciation ( 2,228 ) ( 565 ) Assets held for sale $ 2,012 $ 983 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): March 31, December 31, 2023 2022 Retail site merchandise $ 23,884 $ 22,654 Motor fuel 24,027 24,653 Inventory $ 47,911 $ 47,307 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2023 2022 Land $ 323,042 $ 323,882 Buildings and site improvements 360,015 360,542 Leasehold improvements 15,764 15,312 Equipment 337,606 334,324 Construction in progress 4,226 6,514 Property and equipment, at cost 1,040,653 1,040,574 Accumulated depreciation and amortization ( 323,735 ) ( 312,195 ) Property and equipment, net $ 716,918 $ 728,379 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 232,932 $ 125,720 $ 107,212 $ 232,932 $ 120,168 $ 112,764 Trademarks/licenses 1,630 691 939 2,208 1,250 958 Covenant not to compete 200 13 187 650 453 197 Total intangible assets $ 234,762 $ 126,424 $ 108,338 $ 235,790 $ 121,871 $ 113,919 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 CAPL Credit Facility $ 778,000 $ 606,137 JKM Credit Facility — 158,980 Finance lease obligations 13,256 13,954 Total debt and finance lease obligations 791,256 779,071 Current portion 2,937 11,151 Noncurrent portion 788,319 767,920 Deferred financing costs, net 11,340 6,282 Noncurrent portion, net of deferred financing costs $ 776,979 $ 761,638 |
Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations | As of March 31, 2023, 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 2023 — 2,489 2,489 2024 — 3,396 3,396 2025 — 3,495 3,495 2026 — 3,596 3,596 2027 — 1,211 1,211 2028 778,000 — 778,000 Total future payments 778,000 14,187 792,187 Less impact of discounting — 931 931 778,000 13,256 791,256 Current portion — 2,937 2,937 Long-term portion $ 778,000 $ 10,319 $ 788,319 |
Interest Rate Swap Contracts (T
Interest Rate Swap Contracts (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Contracts | In April 2023, we entered into four additional interest rate swap contracts as summarized below (in thousands): Notional Amount Termination Date Fixed Rate $ 50,000 March 30, 2028 3.287 % 100,000 March 31, 2028 3.287 % 50,000 April 8, 2028 3.282 % 100,000 April 1, 2028 2.932 % |
Net Income per Limited Partners
Net Income per Limited Partnership Unit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 Numerator: Distributions paid $ 19,974 $ 19,942 Allocation of distributions in excess of net income ( 21,554 ) ( 14,895 ) Limited partners’ interest in net (loss) income - basic and diluted $ ( 1,580 ) $ 5,047 Denominator: Weighted-average common units outstanding - basic 37,940,332 37,900,146 Adjustment for phantom and phantom performance units (a) — 35,893 Adjustment for preferred membership interests (a) — 23,402 Weighted-average common units outstanding - diluted 37,940,332 37,959,441 Net (loss) income per common unit - basic and diluted $ ( 0.04 ) $ 0.13 Distributions paid per common unit $ 0.5250 $ 0.5250 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 (a) For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. |
Distributions Made to Limited Partner, by Distribution | Distribution activity for 2023 is as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2022 February 3, 2023 February 10, 2023 $ 0.5250 $ 19,917 March 31, 2023 May 3, 2023 May 10, 2023 $ 0.5250 $ 19,925 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 Revenues from fuel sales to external customers $ 521,925 $ 402,946 $ — $ 924,871 Revenues from food and merchandise sales — 65,266 — 65,266 Rent income 17,956 3,364 — 21,320 Other revenue 1,247 3,455 — 4,702 Total revenues $ 541,128 $ 475,031 $ — $ 1,016,159 Operating income (loss) $ 21,669 $ 14,767 $ ( 27,326 ) $ 9,110 Three Months Ended March 31, 2022 Revenues from fuel sales to external customers $ 583,121 $ 422,242 $ — $ 1,005,363 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 $ 602,384 $ 490,827 $ — $ 1,093,211 Operating income (loss) $ 21,593 $ 15,128 $ ( 27,002 ) $ 9,719 |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows (in thousands): March 31, December 31, 2023 2022 Receivables from fuel and merchandise sales $ 27,945 $ 29,772 Receivables for rent and other lease-related charges 1,147 1,796 Total accounts receivable $ 29,092 $ 31,568 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 (Increase) decrease: Accounts receivable $ 2,220 $ ( 1,177 ) Accounts receivable from related parties 219 198 Inventories ( 604 ) ( 6,314 ) Other current assets ( 2,775 ) ( 1,854 ) Other assets 574 ( 131 ) Increase (decrease): Accounts payable ( 7,503 ) 12,645 Accounts payable to related parties ( 2,013 ) 492 Accrued expenses and other current liabilities ( 297 ) ( 388 ) Motor fuel and sales taxes payable ( 342 ) ( 1,345 ) Other long-term liabilities 1,061 1,284 Changes in operating assets and liabilities, net of acquisitions $ ( 9,460 ) $ 3,410 |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2023 2022 Cash paid for interest $ 11,875 $ 5,892 Cash paid (refunded) for income taxes, net 560 ( 2 ) |
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, 2023 2022 Accrued capital expenditures $ 2,228 $ 2,664 Lease liabilities arising from obtaining right-of-use assets 2,972 2,758 |
Description of Business and O_3
Description of Business and Other Disclosures - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2023 Supplier Operators Carriers | Mar. 31, 2022 | |
Motor Fuel Gallons [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of product sold, delivered by two carrier | 23% | 24% |
Number of motor fuel carriers | Carriers | 2 | |
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 20% | 22% |
Number of multi-site operators | Operators | 2 | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Four Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 80% | 81% |
Number of motor fuel suppliers | 4 | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 47% | 48% |
Number of Supplier | 1 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Millions | 1 Months Ended | ||
Feb. 08, 2027 USD ($) | Nov. 09, 2022 USD ($) Location | Feb. 28, 2022 USD ($) | |
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 3.6 | ||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Forecast [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 1.8 | ||
Community Service Stations Inc [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 27.5 | ||
Number of dealer owned locations | 38 | ||
Number sub-wholesaler accounts Locations | 35 | ||
Number of Commission Locations | 1 | ||
Lease Location [Member] | Community Service Stations Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of Commission Locations | 1 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase of Properties and Adjustments to Previous Purchase Accounting (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ (99,409) | $ (99,409) |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Property Store | Mar. 31, 2022 USD ($) Property | Dec. 31, 2022 Store | |
Long Lived Assets Held-for-sale [Line Items] | |||
Number of properties sold | Property | 1 | 4 | |
Proceeds from sale of properties | $ 400 | $ 1,500 | |
Gain on sales of assets, net | (1,767) | (244) | |
Gain on sale of properties | $ 100 | $ 300 | |
Assets Held-for-sale [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Number of Stores | Store | 6 | 3 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | $ 1,040,653 | $ 1,040,574 | |
Less accumulated depreciation | (323,735) | (312,195) | |
Assets held for sale | 716,918 | 728,379 | |
Land [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | 323,042 | 323,882 | |
Buildings and Site Improvements [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | 360,015 | 360,542 | |
Equipment [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | 337,606 | $ 334,324 | |
Assets Held-for-sale [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | 4,240 | $ 1,548 | |
Less accumulated depreciation | (2,228) | (565) | |
Assets held for sale | 2,012 | 983 | |
Assets Held-for-sale [Member] | Land [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | 1,292 | 758 | |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | 1,536 | 457 | |
Assets Held-for-sale [Member] | Equipment [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Property and equipment, gross | $ 1,412 | $ 333 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Retail site merchandise | $ 23,884 | $ 22,654 |
Motor fuel | 24,027 | 24,653 |
Inventory | $ 47,911 | $ 47,307 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,040,653 | $ 1,040,574 |
Less accumulated depreciation | (323,735) | (312,195) |
Assets held for sale | 716,918 | 728,379 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 323,042 | 323,882 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 360,015 | 360,542 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 15,764 | 15,312 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 337,606 | 334,324 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 4,226 | $ 6,514 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Depreciation, Amortization and Accretion Expenses [Member] | ||
Property Plant And Equipment [Line Items] | ||
Impairment charges. Property, Plant, and Equipment | $ 0.4 | $ 0.7 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 234,762 | $ 235,790 |
Finite-Lived Intangible Assets, Accumulated Amortization | 126,424 | 121,871 |
Intangible assets, net | 108,338 | 113,919 |
Wholesale Fuel Supply Contracts/Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 232,932 | 232,932 |
Finite-Lived Intangible Assets, Accumulated Amortization | 125,720 | 120,168 |
Intangible assets, net | 107,212 | 112,764 |
Trademarks/Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,630 | 2,208 |
Finite-Lived Intangible Assets, Accumulated Amortization | 691 | 1,250 |
Intangible assets, net | 939 | 958 |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 200 | 650 |
Finite-Lived Intangible Assets, Accumulated Amortization | 13 | 453 |
Intangible assets, net | $ 187 | $ 197 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill [Line Items] | |
Beginning Balance | $ 99,409 |
Ending Balance | $ 99,409 |
Debt - Summary of Balances for
Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 13,256 | $ 13,954 |
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 | $ 791,256 | $ 779,071 |
Current portion | 2,937 | 11,151 |
Noncurrent portion | 788,319 | 767,920 |
Deferred financing costs, net | 11,340 | 6,282 |
Noncurrent portion, net of deferred financing costs | 776,979 | 761,638 |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 778,000 | 606,137 |
JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 158,980 |
Debt - Schedule of Debt and Fut
Debt - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Remaining in 2023 | $ 2,489 |
2024 | 3,396 |
2025 | 3,495 |
2026 | 3,596 |
2027 | 1,211 |
2028 | 778,000 |
Total future payments | 792,187 |
Less impact of discounting | 931 |
Total future principal payments | 791,256 |
Current portion | 2,937 |
Long-term portion | 788,319 |
Debt [Member] | |
Debt Instrument [Line Items] | |
2028 | 778,000 |
Total future payments | 778,000 |
Total future principal payments | 778,000 |
Long-term portion | 778,000 |
Finance Lease Obligations [Member] | |
Debt Instrument [Line Items] | |
Remaining in 2023 | 2,489 |
2024 | 3,396 |
2025 | 3,495 |
2026 | 3,596 |
2027 | 1,211 |
Total future payments | 14,187 |
Less impact of discounting | 931 |
Total future principal payments | 13,256 |
Current portion | 2,937 |
Long-term portion | $ 10,319 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||||||
Mar. 31, 2023 | Apr. 01, 2019 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||||||
Deferred financing costs | $ 1,100 | $ 1,100 | ||||||||||
Line of credit facility, maximum borrowing capacity | 142,500 | 142,500 | ||||||||||
Other indebtedness | 788,319 | 788,319 | ||||||||||
Deferred financing costs | 11,340 | 11,340 | $ 6,282 | |||||||||
JKM Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Letters of credit outstanding, amount | 4,500 | $ 4,500 | 4,600 | |||||||||
CAPL Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio | 1% | 1% | 1% | 1% | ||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 0.50% | |||||||||||
Line of credit facility financial covenants combined interest charge coverage ratio | 2.50% | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 925,000 | $ 750,000 | $ 925,000 | |||||||||
Debt instrument, maturity date | Mar. 31, 2028 | Apr. 01, 2024 | ||||||||||
Ability to increase line of credit facility, maximum borrowing capacity | $ 350,000 | 350,000 | ||||||||||
Other indebtedness | 45,000 | 45,000 | ||||||||||
Monetary judgments exceeding | 45,000 | |||||||||||
Outstanding under term loan facility | $ 778,000 | $ 778,000 | $ 606,137 | |||||||||
CAPL Credit Facility [Member] | Scenario Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percentage | 0.35% | |||||||||||
CAPL Credit Facility [Member] | SOFR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 1% | |||||||||||
CAPL Credit Facility [Member] | SOFR [Member] | Scenario Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 2.25% | |||||||||||
CAPL Credit Facility [Member] | Federal Funds Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 0.50% | |||||||||||
CAPL Credit Facility [Member] | Federal Funds Rate [Member] | Scenario Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 1.25% | |||||||||||
CAPL Credit Facility [Member] | Notes Payable to Banks [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, interest rate at period end | 4.98% | |||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||
CAPL Credit Facility [Member] | Swing-Line Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, increase (decrease), net | $ 35,000 | |||||||||||
CAPL Credit Facility [Member] | Letters of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, increase (decrease), net | $ 65,000 | |||||||||||
Commitment fee percentage | 0.125% | |||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | 5.25% | 5.25% | 5.25% | ||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 5.25% | |||||||||||
Commitment fee percentage | 0.45% | |||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | Scenario Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio | 4.75% | 5% | 5% | 5% | ||||||||
CAPL Credit Facility [Member] | Maximum [Member] | SOFR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 2.75% | |||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 1.75% | |||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | Upon Issuance of Qualified Senior Notes [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% | |||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | Senior Notes [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% | |||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% | |||||||||||
Commitment fee percentage | 0.25% | |||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | Scenario Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio | 1% | 1% | 1% | 1% | ||||||||
CAPL Credit Facility [Member] | Minimum [Member] | SOFR [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 1.75% | |||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Consolidated leverage ratio | 0.75% | |||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | Upon Issuance of Qualified Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio | 1% | |||||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% | |||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | Senior Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility financial covenants combined leverage ratio | 1% | |||||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% |
Interest Rate Swap Contracts -
Interest Rate Swap Contracts - Additional Information (Details) $ in Millions | 3 Months Ended | |||||
Apr. 15, 2020 USD ($) Derivative | Mar. 26, 2020 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Apr. 04, 2023 | Dec. 31, 2022 USD ($) | |
Derivative Instruments Gain Loss [Line Items] | ||||||
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense | $ 12.6 | |||||
Estimated period for transfer of gain to be reclassified from accumulated other comprehensive income into interest expense | 12 months | |||||
Interest Rate Swap [Member] | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Notional amount | $ 75 | $ 150 | ||||
Fixed interest rate | 0.38% | 0.495% | ||||
Maturity date | Apr. 01, 2024 | Apr. 01, 2024 | ||||
Number of interest rate swap contracts | Derivative | 2 | |||||
Fair value of contract, net asset | $ 13.6 | $ 16.5 | ||||
Net realized gain (loss) | $ 3.1 | $ (0.2) | ||||
One Interest Rate Swap [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Fixed interest rate | 0.495% | |||||
One Interest Rate Swap [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Fixed interest rate | 0.4125% | |||||
Other Interest Rate Swap [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Fixed interest rate | 0.38% | |||||
Other Interest Rate Swap [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||
Derivative Instruments Gain Loss [Line Items] | ||||||
Fixed interest rate | 0.2975% |
Interest Rate Swap Contracts _2
Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Details) - Subsequent Event [Member] $ in Thousands | Apr. 30, 2023 USD ($) |
Interest Rate Swap Contracts One [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 50,000 |
Fixed rate | 3.287% |
Termination date | Mar. 30, 2028 |
Interest Rate Swap Contracts Two [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 100,000 |
Fixed rate | 3.287% |
Termination date | Mar. 31, 2028 |
Interest Rate Swap Contracts Three [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 50,000 |
Fixed rate | 3.282% |
Termination date | Apr. 08, 2028 |
Interest Rate Swap Contracts Four [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 100,000 |
Fixed rate | 2.932% |
Termination date | Apr. 01, 2028 |
Related-Party Transactions - Wh
Related-Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) | Operating Income (Loss) |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) | Operating Income (Loss) | |
Rental income | $ 21,320 | $ 20,627 | |
Accounts receivable from related parties | 524 | $ 743 | |
Accretion of preferred membership interests | 601 | ||
Accounts payable to related parties | 5,641 | 7,798 | |
Cost of services | 934,100 | 1,014,381 | |
Omnibus Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Cost and expenses incurred | 22,100 | 20,100 | |
Topper And Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Rental income | 11,700 | 17,100 | |
Accounts receivable from related parties | 500 | 700 | |
Rent expense | 2,500 | 2,400 | |
Accounts payable to related parties | 200 | 300 | |
Cost of services | 700 | 300 | |
Topper Group [Member] | |||
Related Party Transaction [Line Items] | |||
Dividends cash | $ 7,700 | $ 7,700 | |
Lease expenses | insignificant | insignificant | |
Topper Group [Member] | Omnibus Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable to related parties | $ 4,000 | 6,100 | |
John B. Reilly, III [Member] | |||
Related Party Transaction [Line Items] | |||
Dividends cash | 2,600 | $ 2,600 | |
Topper And Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable to related parties | 1,400 | $ 1,400 | |
Merchandise costs | 4,900 | 4,500 | |
CST Brands Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Rent expense | $ 300 | $ 200 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments And Contingencies Disclosure [Abstract] | ||
Environmental liabilities | $ 7.6 | $ 7.5 |
Other Assets [Member] | ||
Commitments And Contingencies Disclosure [Abstract] | ||
Indemnification assets related to third party escrow funds, state funds or insurance | $ 5.2 | $ 5.2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
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 | $ 1,662 | $ 1,859 |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Limited partnership percentage of non qualifying income to gross income | 10% |
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, 2023 | Mar. 31, 2022 | ||
Numerator: | |||
Distributions paid | $ 19,974 | $ 19,942 | |
Allocation of distributions in excess of net income | (21,554) | (14,895) | |
Limited partners' interest in net (loss) income - basic and diluted | $ (1,580) | $ 5,047 | |
Denominator: | |||
Weighted-average common units outstanding - basic | 37,940,332 | 37,900,146 | |
Adjustment for phantom and phantom performance units | [1] | 35,893 | |
Adjustment for preferred membership interests | [1] | 23,402 | |
Weighted-average common units outstanding - diluted | 37,940,332 | 37,959,441 | |
Net (loss) income per common unit - basic | $ (0.04) | $ 0.13 | |
Net (loss) income per common unit - diluted | (0.04) | 0.13 | |
Distributions paid per common unit | 0.5250 | 0.5250 | |
Distributions declared (with respect to each respective period) per common unit | $ 0.5250 | $ 0.5250 | |
[1] For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit (Additional Information) (Details) | 3 Months Ended |
Mar. 31, 2023 shares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 1,125,769 |
Phantom units [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, amount | 168,695 |
Net Income Per Limited Partne_4
Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Partnership Distributions [Abstract] | ||
Record Date | May 03, 2023 | Feb. 03, 2023 |
Payment Date | May 10, 2023 | Feb. 10, 2023 |
Cash Distribution (per unit) | $ 0.5250 | $ 0.5250 |
Cash Distribution (in thousands) | $ 19,925 | $ 19,917 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | Segment | 2 | ||
Contract costs, unamortized balance | $ 10.9 | $ 10.9 | |
Contract costs, amortization against operating revenues | $ 0.4 | $ 0.4 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 1,016,159 | $ 1,093,211 |
Rental income | 21,320 | 20,627 |
Operating income (loss) | 9,110 | 9,719 |
Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 924,871 | 1,005,363 |
Food and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 65,266 | 62,347 |
Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 4,702 | 4,874 |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (27,326) | (27,002) |
Wholesale | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 541,128 | 602,384 |
Rental income | 17,956 | 17,477 |
Operating income (loss) | 21,669 | 21,593 |
Wholesale | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 521,925 | 583,121 |
Wholesale | Operating Segments [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 1,247 | 1,786 |
Retail [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 475,031 | 490,827 |
Rental income | 3,364 | 3,150 |
Operating income (loss) | 14,767 | 15,128 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 402,946 | 422,242 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 65,266 | 62,347 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 3,455 | $ 3,088 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 29,092 | $ 31,568 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 27,945 | 29,772 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 1,147 | $ 1,796 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
(Increase) decrease: | ||
Accounts receivable | $ 2,220 | $ (1,177) |
Accounts receivable from related parties | 219 | 198 |
Inventories | (604) | (6,314) |
Other current assets | (2,775) | (1,854) |
Other assets | 574 | (131) |
Increase (decrease): | ||
Accounts payable | (7,503) | 12,645 |
Accounts payable to related parties | (2,013) | 492 |
Motor fuel and sales taxes payable | (342) | (1,345) |
Accrued expenses and other current liabilities | (297) | (388) |
Other long-term liabilities | 1,061 | 1,284 |
Changes in operating assets and liabilities, net of acquisitions | $ (9,460) | $ 3,410 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 11,875 | $ 5,892 |
Refunds received, net of cash paid for income taxes | $ 560 | $ (2) |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Supplemental Cash Flow [Line Items] | ||
Accrued capital expenditures | $ 2,228 | $ 2,664 |
Lease liabilities arising from obtaining right-of-use assets | $ 2,972 | $ 2,758 |