Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | CROSSAMERICA PARTNERS LP | ||
Entity Central Index Key | 0001538849 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CAPL | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | true | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 360.4 | ||
Entity Common Stock, Shares Outstanding | 37,983,154 | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Common Units | ||
Security Exchange Name | NYSE | ||
Document Financial Statement Error Correction [Flag] | false | ||
Documents Incorporated by Reference [Text Block] | Documents Incorporated by Reference: None. | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Charlotte, North Carolina |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,990 | $ 16,054 |
Accounts receivable, net of allowances of $709 and $686, respectively | 31,185 | 30,825 |
Accounts receivable from related parties | 437 | 743 |
Inventory | 52,344 | 47,307 |
Assets held for sale | 400 | 983 |
Current portion of interest rate swap contracts | 9,321 | 13,827 |
Other current assets | 9,845 | 8,667 |
Total current assets | 108,522 | 118,406 |
Property and equipment, net | 705,217 | 728,379 |
Right-of-use assets, net | 148,317 | 164,942 |
Intangible assets, net | 95,261 | 113,919 |
Goodwill | 99,409 | 99,409 |
Deferred tax assets | 759 | 2,779 |
Interest rate swap contracts, less current portion | 687 | 3,401 |
Other assets | 23,510 | 26,142 |
Total assets | 1,181,682 | 1,257,377 |
Current liabilities: | ||
Current portion of debt and finance lease obligations | 3,083 | 11,151 |
Current portion of operating lease obligations | 34,787 | 35,345 |
Accounts payable | 68,986 | 77,048 |
Accounts payable to related parties | 10,180 | 7,798 |
Accrued expenses and other current liabilities | 23,674 | 23,144 |
Motor fuel and sales taxes payable | 20,386 | 20,813 |
Total current liabilities | 161,096 | 175,299 |
Debt and finance lease obligations, less current portion | 753,880 | 761,638 |
Operating lease obligations, less current portion | 118,723 | 135,220 |
Deferred tax liabilities, net | 12,919 | 13,367 |
Asset retirement obligations | 47,844 | 46,431 |
Interest rate swap contracts | 3,535 | |
Other long-term liabilities | 52,934 | 46,289 |
Total liabilities | 1,150,931 | 1,178,244 |
Commitments and contingencies (Notes 15 and 16) | ||
Preferred membership interests | 27,744 | 26,156 |
Equity: | ||
Common units- 37,983,154 and 37,937,604 units issued and outstanding at December 31, 2023 and 2022, respectively | (2,392) | 36,508 |
Accumulated other comprehensive income | 5,399 | 16,469 |
Total equity | 3,007 | 52,977 |
Total liabilities and equity | $ 1,181,682 | $ 1,257,377 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Account receivable allowance | $ 709 | $ 686 |
Shares issued | 37,983,154 | 37,937,604 |
Shares outstanding | 37,983,154 | 37,937,604 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Operating revenues | $ 4,386,263 | $ 4,967,424 | $ 3,579,259 |
Cost of sales | 4,003,995 | 4,591,653 | 3,302,306 |
Gross profit | 382,268 | 375,771 | 276,953 |
Operating expenses: | |||
Operating expenses | 194,746 | 174,708 | 134,079 |
General and administrative expenses | 27,031 | 25,575 | 30,930 |
Depreciation, amortization and accretion expense | 77,158 | 80,625 | 77,852 |
Total operating expenses | 298,935 | 280,908 | 242,861 |
Gain on dispositions and lease terminations, net | 4,737 | 1,143 | 2,037 |
Operating income | 88,070 | 96,006 | 36,129 |
Other income, net | 790 | 504 | 544 |
Interest expense | (43,743) | (32,100) | (18,244) |
Income before income taxes | 45,117 | 64,410 | 18,429 |
Income tax expense (benefit) | 2,525 | 714 | (3,225) |
Net income | 42,592 | 63,696 | 21,654 |
Accretion of preferred membership interests | 2,488 | 1,726 | |
Net income available to limited partners | $ 40,104 | $ 61,970 | $ 21,654 |
Earnings Per Share | |||
Earnings per common unit, basic | $ 1.06 | $ 1.63 | $ 0.57 |
Earnings per common unit, diluted | $ 1.05 | $ 1.63 | $ 0.57 |
Weighted-average common units, basic | 37,957,727 | 37,916,829 | 37,880,910 |
Weighted-average common units, diluted | 38,119,461 | 38,059,774 | 37,884,124 |
Supplemental information: | |||
(a) includes excise taxes of: | $ 295,762 | $ 270,501 | $ 228,764 |
(a) includes rent income of: | 82,331 | 84,106 | 83,182 |
(b) excludes depreciation, amortization and accretion and includes rent expense of: | 22,338 | 23,457 | 23,765 |
(c) includes rent expense of: | $ 15,460 | $ 15,254 | $ 13,531 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 42,592 | $ 63,696 | $ 21,654 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, amortization and accretion expense | 77,158 | 80,625 | 77,852 |
Amortization of deferred financing costs | 3,287 | 2,788 | 1,862 |
Credit loss expense | 40 | 232 | 253 |
Deferred income tax expense (benefit) | 1,572 | (1,753) | (3,761) |
Equity-based employee and director compensation expense | 3,031 | 2,294 | 1,311 |
Gain on dispositions and lease terminations, net | (4,737) | (1,143) | (2,037) |
Changes in operating assets and liabilities, net of acquisitions | (5,860) | 14,578 | (1,666) |
Net cash provided by operating activities | 117,083 | 161,317 | 95,468 |
Cash flows from investing activities: | |||
Principal payments received on notes receivable | 213 | 203 | 793 |
Proceeds from sale of assets | 6,234 | 13,344 | 15,359 |
Capital expenditures | (34,628) | (30,351) | (41,859) |
Cash paid in connection with acquisitions, net of cash acquired | (29,594) | (272,983) | |
Net cash used in investing activities | (28,181) | (46,398) | (298,690) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 240,900 | 114,100 | 194,895 |
Repayments on revolving credit facilities | (91,037) | (138,538) | (77,500) |
Borrowings under the Term Loan Facility | 1,120 | 182,460 | |
Repayments on the Term Loan Facility | (158,980) | (24,600) | |
Net proceeds from issuance of preferred membership interests | 24,430 | ||
Payments of finance lease obligations | (2,890) | (2,724) | (2,604) |
Payments of deferred financing costs | (7,106) | (474) | (7,201) |
Distributions paid on distribution equivalent rights | (241) | (202) | (141) |
Income tax distributions paid on preferred membership interests | (900) | ||
Distributions paid on common units | (79,712) | (79,625) | (79,552) |
Net cash (used in) provided by financing activities | (99,966) | (106,513) | 210,357 |
Net (decrease) increase in cash and cash equivalents | (11,064) | 8,406 | 7,135 |
Cash and cash equivalents at beginning of period | 16,054 | 7,648 | 513 |
Cash and cash equivalents at end of period | $ 4,990 | $ 16,054 | $ 7,648 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands | Total | Common units-public [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2020 | $ 109,668 | $ 112,124 | $ (2,456) |
Balance, Common Units at Dec. 31, 2020 | 37,868,046 | ||
Net income | 21,654 | $ 21,654 | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 4,466 | 4,466 | |
Realized loss (gain) on interest rate swap contracts reclassified from AOCI into interest expense | 1,020 | 1,020 | |
Total other comprehensive income (loss) | 5,486 | 5,486 | |
Comprehensive income (loss) | 27,140 | 21,654 | 5,486 |
Issuance of units related to Bonus Plan | 126 | $ 126 | |
Issuance of units related to Bonus Plan, Units | 6,822 | ||
Tax effect from intra-entity transfer of assets | (1,094) | $ (1,094) | |
Vesting of equity awards, net of units withheld for taxes | 411 | $ 411 | |
Vesting of equity awards, net of units withheld for tax, Units | 21,688 | ||
Distributions paid | (79,693) | $ (79,693) | |
Balance at Dec. 31, 2021 | 56,558 | $ 53,528 | 3,030 |
Balance, Common Units at Dec. 31, 2021 | 37,896,556 | ||
Net income | 63,696 | $ 63,696 | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 17,336 | 17,336 | |
Realized loss (gain) on interest rate swap contracts reclassified from AOCI into interest expense | (3,897) | (3,897) | |
Total other comprehensive income (loss) | 13,439 | 13,439 | |
Comprehensive income (loss) | 77,135 | 63,696 | 13,439 |
Issuance of units related to Bonus Plan | 327 | $ 327 | |
Issuance of units related to Bonus Plan, Units | 16,154 | ||
Vesting of equity awards, net of units withheld for taxes | 510 | $ 510 | |
Vesting of equity awards, net of units withheld for tax, Units | 24,894 | ||
Accretion of preferred membership interests | (1,726) | $ (1,726) | |
Distributions paid | (79,827) | (79,827) | |
Balance at Dec. 31, 2022 | 52,977 | $ 36,508 | 16,469 |
Balance, Common Units at Dec. 31, 2022 | 37,937,604 | ||
Net income | 42,592 | $ 42,592 | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 5,922 | 5,922 | |
Realized loss (gain) on interest rate swap contracts reclassified from AOCI into interest expense | (16,992) | (16,992) | |
Total other comprehensive income (loss) | (11,070) | (11,070) | |
Comprehensive income (loss) | 31,522 | 42,592 | (11,070) |
Issuance of units related to Bonus Plan | 322 | $ 322 | |
Issuance of units related to Bonus Plan, Units | 15,346 | ||
Vesting of equity awards, net of units withheld for taxes | 627 | $ 627 | |
Vesting of equity awards, net of units withheld for tax, Units | 30,204 | ||
Accretion of preferred membership interests | (2,488) | $ (2,488) | |
Distributions paid | (79,953) | (79,953) | |
Balance at Dec. 31, 2023 | $ 3,007 | $ (2,392) | $ 5,399 |
Balance, Common Units at Dec. 31, 2023 | 37,983,154 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. DESCRIPTION OF BUSINESS Purchase of the General Partner by the Topper Group The Topper Group controls the sole member of our General Partner and has the ability to appoint all of the members of the Board and to control and manage the operations and activities of the Partnership. As of February 22, 2024, the Topper Group has beneficial ownership of a 38.6 % limited partner interest in the Partnership. Description of Business 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. The consolidated financial statements reflect the consolidated results of the Partnership and its wholly owned subsidiaries. Our primary operations are conducted by the following consolidated wholly owned subsidiaries: • LGW and CAPL JKM Wholesale, which distribute motor fuels on a wholesale basis and generate Qualifying Income under Section 7704(d) of the Internal Revenue Code; • LGPR, which functions as our real estate holding company and holds assets that generate Qualifying Income under Section 7704(d) of the Internal Revenue Code; • LGWS, which owns and leases (or leases and sub-leases) real estate and personal property used in the retail sale of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS distributes motor fuels on a retail basis and sells convenience merchandise items to end customers at company operated retail sites and sells motor fuel on a retail basis at sites operated by commission agents. Income from LGWS generally is not Qualifying Income under Section 7704(d) of the Internal Revenue Code; and • Joe’s Kwik Marts, which owns and leases real estate and personal property at certain of our company operated sites. Joe’s Kwik Marts also sells motor fuels on a retail basis and sells convenience merchandise items to end customers. Income from Joe’s Kwik Marts generally is not Qualifying Income under Sections 7704(d) of the Internal Revenue Code. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CrossAmerica and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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. Cash and Cash Equivalents We consider all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. We are potentially subject to financial instrument concentration of credit risk through our cash and cash equivalents. We maintain cash and cash equivalents with several major financial institutions and have approximately $ 3.5 million of cash and cash equivalents in excess of FDIC insurance limits at December 31, 2023. We have not experienced any losses on our cash and cash equivalents and do not believe we have significant credit risk. Receivables and Financial Instrument Credit Losses Accounting guidance regarding credit losses on financial instruments requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The primary financial instrument within the scope of this guidance is our accounts receivable, which mainly result from the sale of motor fuels to customers. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer, generally a dealer or a commission agent, based on an evaluation of the customer’s financial condition prior to entering into fuel supply and/or lease agreements. In certain circumstances, collateral may be required from the customer and fuel and lease agreements are generally cross-collateralized when applicable. Receivables are recorded at face value, without interest or discount. The allowance for credit losses is generally based upon historical experience while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Credit loss expense is included in general and administrative expenses. Inventories Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or net realizable value using the first-in, first-out method. We record inventory from the time of the purchase of motor fuels from third-party suppliers until the retail sale to the end customer. Merchandise inventory is valued at the lower of average cost or net realizable value using the first-in, first-out method, written down, as necessary, for potentially obsolete or slow-moving inventory. Asset Acquisitions and Business Combinations When closing on an acquisition, we must first determine whether substantially all of the fair value of the set of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If this threshold is not met, we determine whether the set meets the definition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors or other owners, members or participants. A business typically has inputs, processes applied to those inputs and outputs that are used to generate a return to investors, but outputs are not required for a set to be a business. A business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. We account for asset acquisitions (i.e., transactions involving the acquisition of a set of assets that does not meet the definition of a business) in accordance with the guidance under ASC 805-50 and other applicable guidance. Asset acquisitions are generally accounted for by allocating the cost of the acquisition, including acquisition costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. We account for business combinations in accordance with the guidance under ASC 805–Business Combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Whether we account for a transaction as an asset acquisition or a business combination, determining the fair value of assets and liabilities requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the consolidated financial statements in periods after acquisition, such as through depreciation and amortization. Property and Equipment Property and equipment is recorded at cost, which equals fair value in the case of a business combination or generally approximates fair value in the case of an asset acquisition. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, including: 10 to 20 years for buildings and improvements and three to 30 years for equipment. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which generally range from seven to 10 years . Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period the sale meets the criteria for recognition. Intangible Assets Intangible assets are recorded at fair value in the case of a business combination or at a value that generally approximates fair value in the case of an asset acquisition. Intangible assets associated with wholesale fuel supply contracts and wholesale fuel distribution rights are amortized over 10 years. Trademarks and licenses are amortized over periods from five to 15 years . Covenants not to compete are amortized over the shorter of the contract term or five years. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. No significant impairment charges relating to intangible assets were recorded for any period presented. Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 7 for information regarding impairment charges recorded primarily upon classifying sites within assets held for sale. Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment testing date of goodwill is October 1. In performing our annual impairment analysis, we use qualitative factors to determine whether it is more likely than not (likelihood of more than 50 %) that the fair value of a reporting unit is less than its carrying amount, including goodwill. We consider macroeconomic conditions such as developments in equity and credit markets, industry and market conditions such as the competitive environment, cost factors such as changes in our cost of fuel, our financial performance and our unit price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further testing is necessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the goodwill impairment test. In the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, an impairment charge is recognized for the deficit up to the amount of goodwill recorded. No goodwill was impaired for any period presented. Debt Issuance Costs Debt issuance costs that are incurred in connection with the issuance of debt are deferred and amortized to interest expense using the straight-line method (which approximates the effective interest method) over the contractual term of the underlying indebtedness. Debt issuance costs are classified as a reduction of the associated liability unless there is no balance outstanding under a revolving line of credit facility, in which case such costs are classified as an asset. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove USTs used to store motor fuel at owned and leased sites at the time we incur that liability, which is generally when the UST is installed or upon acquiring the site. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. Segment Reporting We present our segment reporting in accordance with ASC 280–Segment Reporting and engage in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. We present our results to our chief operating decision maker segregated between wholesale and retail activities. As a result, we are deemed to conduct our business in two segments: 1) the wholesale segment and 2) the retail segment. Revenue Recognition The core principle of accounting guidance on revenue recognition is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance applies to over 90 % of our revenues as the only primary revenue stream outside the scope of this guidance is rental income. Revenues from the delivery of motor fuel are recorded at the time of delivery to our customers, by which time the price is fixed, title to the products has transferred and payment has either been received or collection is reasonably assured, net of applicable discounts and allowances. Incremental costs incurred to obtain certain contracts with customers are deferred and amortized over the contract term and are included in other noncurrent assets on the consolidated balance sheets. Amortization of such costs are classified as a reduction of operating revenues. Revenues from the sale of convenience store products are recognized at the time of sale to the customer. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease. In transactions in which we sell and lease back property, we apply guidance from ASC 606–Revenue from Contracts with Customers in determining whether the transfer of the property should be accounted for as a sale. Specifically, we assess if we have satisfied a performance obligation by transferring control of the property. See Notes 5 and 22 for additional information on our revenues and related receivables. Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other rebates, discounts and incentives offered by our suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as these amounts are included in depreciation, amortization and accretion expense on our consolidated statements of income. Motor Fuel Taxes LGW and CAPL JKM Wholesale collect motor fuel taxes, which consist of various pass-through taxes collected from customers on behalf of taxing authorities and remit such taxes directly to those taxing authorities. LGW’s and CAPL JKM Wholesale’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s and Joe’s Kwik Marts’ retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS and Joe’s Kwik Marts have no direct responsibility to collect or remit such taxes to the taxing authorities. Lease Accounting We lease certain sites from third parties under long-term arrangements with various expiration dates. Accounting guidance on leases requires the recognition of lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements. In order to measure our lease liability under our leases as lessee, we are required to discount our minimum rental payments using the rate implicit in the lease, unless such rate cannot be readily determined, in which case our incremental borrowing rate is used. As we do not know the amount of our lessors’ initial direct costs, we are generally unable to determine the rate implicit in our leases. As a result, we generally use our incremental borrowing rate, which is the rate we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. We considered the rates we paid in previous financing and sale-leaseback transactions, the rates on our borrowings under our prior secured revolving credit facility and mortgage rates on commercial properties for various terms in developing our incremental borrowing rates. ASC 842–Leases requires leases be evaluated and classified as either operating or finance for financial reporting purposes. The lease term used for lease evaluation includes option periods only in instances in which the exercise of the option period is reasonably certain. Generally, lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably certain at the inception of the lease. In addition to these lease payments, certain leases require additional contingent payments based on sales volume or future inflation, which are expensed as incurred. See Notes 11 and 13 for additional information. Income Taxes Our wholly owned taxable subsidiaries recognize deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis. Income tax attributable to our earnings and losses, excluding the earnings and losses of our wholly owned taxable subsidiaries, are assessed at the individual level of the unitholder. Accordingly, we do not record a provision for income taxes other than for those earnings and losses generated or incurred by our wholly owned taxable subsidiaries. Tax positions not meeting the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. Where required, we recognize interest and penalties for uncertain tax positions in income taxes. Valuation allowances are reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers a number of factors in assessing the realization of a deferred tax asset, including the reversal of temporary differences, projections of future taxable income and ongoing prudent and feasible tax planning strategies. The amount of deferred tax assets ultimately realized may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the consolidated financial statements in the future. Earnings per Common 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 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 ASU 2020-06 for purposes of computing diluted earnings per unit. Interest Rate Swap Contracts The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC 815–Derivatives and Hedging, and recognizes derivative instruments as either assets or liabilities on the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in accumulated other comprehensive income and reclassified to interest expense as the interest payments on our CAPL Credit Facility are made. The portion of derivative positions that are anticipated to settle within a year are included as a separate line item within current assets or current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded as a separate line item within noncurrent assets or noncurrent liabilities, as applicable. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the consolidated statements of cash flows, consistent with the classification of the hedged interest payments on our CAPL Credit Facility. 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. The adoption of this guidance did not have a material effect on the Partnership's consolidated financial statements. See Note 12 for information related to our interest rate swap contracts. Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation. Such reclassifications had no effect on net income or total equity for any periods. Concentration Risks For 2023, 2022 and 2021, our wholesale business purchased approximately 80 %, 81 % and 80 % of its motor fuel from four suppliers, respectively. For 2023, 2022 and 2021, approximately 23 %, 23 % and 27 % of our motor fuel gallons sold were delivered by two carriers, respectively. For 2023, 2022 and 2021, approximately 18 %, 21 % and 19 % of our rent income was from two multi-site operators, respectively. For each of 2023, 2022 and 2021, approximately 49 % of our merchandise was purchased from one supplier. New Accounting Guidance Pending Adoption In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments. In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes. |
Prior Year Acquisitions
Prior Year Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Prior Year Acquisitions | Note 3. PRIOR YEAR 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 On a rolling basis from June 2021 through February 2022, we closed on the acquisition of assets from 7-Eleven for a purchase price of $ 263.0 million plus working capital. The assets acquired related to the ownership and operations of 106 company operated sites ( 90 fee; 16 leased). We will pay $ 1.8 million of purchase price on or prior to February 8, 2027. We funded this acquisition through borrowings on the CAPL Credit Facility and the JKM Credit Facility as well as cash on hand. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 4. ASSETS HELD FOR SALE We have classified two and three sites as held for sale at December 31, 2023 and 2022, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): December 31, 2023 2022 Land $ 240 $ 758 Buildings and site improvements 380 457 Equipment 418 333 Total 1,038 1,548 Less accumulated depreciation ( 638 ) ( 565 ) Assets held for sale $ 400 $ 983 The Partnership has continued to focus on divesting lower performing assets. During 2023, we sold 10 properties for $ 9.2 million in proceeds, resulting in a net gain of $ 6.5 million. The proceeds for 2023 include $ 3.8 million of proceeds that were initially placed in a Section 1031 exchange escrow account and used to purchase replacement properties. As such, these proceeds and capital expenditures were excluded from the statement of cash flows. During 2022, we sold 27 properties for $ 12.9 million in proceeds, resulting in a net gain of $ 3.5 million. During 2021, we sold 32 properties for $ 14.0 million in proceeds, resulting in a net gain of $ 4.1 million. See Note 7 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Receivables | Note 5. RECEIVABLES Changes in the allowance for credit losses consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 686 $ 458 $ 429 Increase in allowance charged to expense 40 232 253 Accounts charged against the allowance, net of recoveries ( 17 ) ( 4 ) ( 224 ) Balance at end of year $ 709 $ 686 $ 458 Notes receivable totaled $ 1.0 million and $ 4.1 million at December 31, 2023 and 2022, respectively, and are included in other current assets and other noncurrent assets on the consolidated balance sheets. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 6. INVENTORIES Inventories consisted of the following (in thousands): December 31, 2023 2022 Merchandise $ 26,081 $ 22,654 Motor fuel 26,263 24,653 Inventories $ 52,344 $ 47,307 See Note 22 for information regarding the conversion of certain lessee dealer sites to company operated sites, which caused a significant portion of the increase in merchandise inventory. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Land $ 326,571 $ 323,882 Buildings and site improvements 365,528 360,542 Leasehold improvements 16,434 15,312 Equipment 356,160 334,324 Construction in progress 4,462 6,514 Property and equipment, at cost 1,069,155 1,040,574 Accumulated depreciation and amortization ( 363,938 ) ( 312,195 ) Property and equipment, net $ 705,217 $ 728,379 Approximately $ 394 million of property and equipment, net was held for leasing purposes at December 31, 2023. As discussed in Note 13, we lease sites under a lease with Getty Realty Corporation, for which the building and equipment components are classified as a finance lease. The right-of-use asset associated with this finance lease is included in the table above and totaled $ 5.4 million and $ 7.1 million at December 31, 2023 and 2022, respectively, net of accumulated amortization. Amortization of this right-of-use asset is included in depreciation, amortization and accretion expense on the consolidated statements of income and amounted to $ 1.7 million, $ 2.0 million and $ 2.1 million in 2023, 2022 and 2021, respectively. Depreciation expense, including amortization of assets recorded under finance lease obligations, was approximately $ 54.5 million, $ 58.3 million and $ 56.1 million for 2023, 2022 and 2021, respectively. Included in these amounts are impairment charges primarily related to sites classified within assets held for sale totaling $ 0.8 million, $ 2.8 million and $ 7.7 million during 2023, 2022 and 2021, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 8. INTANGIBLE ASSETS Intangible assets consisted of the following (in thousands): December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 234,501 $ 140,714 $ 93,787 $ 232,932 $ 120,168 $ 112,764 Trademarks/licenses 2,078 761 1,317 2,208 1,250 958 Covenant not to compete 200 43 157 650 453 197 Total intangible assets $ 236,779 $ 141,518 $ 95,261 $ 235,790 $ 121,871 $ 113,919 Amortization expense was $ 20.7 million, $ 21.2 million and $ 20.0 million for 2023, 2022 and 2021, respectively. Aggregate amortization expense is expected to be $ 18.1 million, $ 16.1 million, $ 14.3 million, $ 12.4 million and $ 11.0 million for 2024, 2025, 2026, 2027 and 2028, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Goodwill | Note 9. GOODWILL Goodwill consisted of the following (in thousands): Wholesale Retail Consolidated Balance at December 31, 2023 and 2022 $ 54,675 $ 44,734 $ 99,409 |
Accrued Expenses And Other Long
Accrued Expenses And Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expensesand Other Long Term Liabilities [Abstract] | |
Accrued Expenses And Other Long-term Liabilities | Note 10. ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Taxes other than income $ 7,439 $ 8,452 Capital expenditures and maintenance expenses 3,366 4,402 Current portion of environmental liabilities 3,394 3,011 Interest 2,483 1,764 Equity compensation 3,373 1,626 Professional fees 988 393 Other 2,631 3,496 Total accrued expenses and other current liabilities $ 23,674 $ 23,144 Other long-term liabilities consisted of the following (in thousands): December 31, 2023 2022 Security deposits $ 17,749 $ 18,012 Deferred fuel supplier rebates (a) 25,979 18,697 Environmental liabilities 4,054 4,474 Purchase consideration payable (b) 1,800 1,800 Other 3,352 3,306 Total other long-term liabilities $ 52,934 $ 46,289 (a) Increase is primarily driven by the renewal of contracts with certain fuel suppliers and the resulting incentives paid to us to support the cost of image upgrades at sites supplied by those fuel suppliers. (b) Purchase consideration related to the acquisition of assets from 7-Eleven; see Note 3 for additional information. Asset Retirement Obligations Environmental laws in the U.S. require the permanent closure of USTs within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our owned sites will remain in service approximately 30 years and that we will have an obligation to remove those USTs at that time. For our leased sites, our lease agreements generally require that we remove certain improvements, primarily USTs and signage, upon termination of the lease, and so an asset retirement obligation is incurred upon acquiring the site. There are no assets that are legally restricted for purposes of settling our asset retirement obligations. A roll-forward of our asset retirement obligation is below (in thousands): December 31, 2023 2022 Balance at beginning of year $ 46,810 $ 45,749 Recognition of asset retirement obligations 196 327 Changes in estimated cash flows or settlement dates ( 334 ) ( 195 ) Accretion 2,039 1,149 Obligations settled ( 802 ) ( 220 ) Balance at end of year 47,909 46,810 Current portion, included within accrued expenses and 65 379 Long-term portion $ 47,844 $ 46,431 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 11. DEBT Our balances for long-term debt and finance lease obligations are as follows (in thousands): December 31, 2023 2022 CAPL Credit Facility $ 756,000 $ 606,137 JKM Credit Facility — 158,980 Finance lease obligations 11,064 13,954 Total debt and finance lease obligations 767,064 779,071 Current portion 3,083 11,151 Noncurrent portion 763,981 767,920 Deferred financing costs, net 10,101 6,282 Noncurrent portion, net of deferred financing costs $ 753,880 $ 761,638 As of December 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 2024 $ — $ 3,396 $ 3,396 2025 — 3,495 3,495 2026 — 3,596 3,596 2027 — 1,210 1,210 2028 756,000 — 756,000 Total future payments 756,000 11,697 767,697 Less impact of discounting — 633 633 Total future principal payments 756,000 11,064 767,064 Current portion — 3,083 3,083 Long-term portion $ 756,000 $ 7,981 $ 763,981 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 (as defined in the CAPL Credit Facility) , 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. 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 the fiscal quarter ending 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 12 into account, our effective interest rate on our CAPL Credit Facility at December 31, 2023 was 4.9 % (our applicable margin was 2.25 % as of December 31, 2023). See Note 12 for information regarding additional interest rate swap contracts entered into in April 2023 and November 2023, respectively. Letters of credit outstanding at December 31, 2023 and December 31, 2022 totaled $ 4.5 million and $ 4.6 million, respectively. As of December 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 December 31, 2023, after taking into consideration debt covenant restrictions, was $ 164.5 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. Finance Lease Obligations In May 2012, the Predecessor Entity entered into a 15 -year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation. Since then, the agreement has been amended from time to time to add or remove sites. As of December 31, 2023, we lease 108 sites under this lease with a weighted-average remaining lease term of 3.3 years. We pay fixed rent, which increases 1.5 % per year. In addition, the lease requires variable lease payments based on gallons of motor fuel sold. Because the fair value of the land at lease inception was estimated to represent more than 25 % of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. This assessment was not required to be reassessed upon adoption of ASC 842–Leases. As such, future minimum rental payments are included in both the finance lease obligations table above as well as the operating lease table in Note 13. The weighted-average discount rate for this finance lease obligation at December 31, 2023 and 2022 was 3.5 %. Interest on this finance lease obligation amounted to $ 0.4 million, $ 0.5 million and $ 0.6 million for 2023, 2022 and 2021, respectively. |
Interest Rate Swap Contracts
Interest Rate Swap Contracts | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Contracts | Note 12. 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 11. 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 . 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 and November 2023, we entered into a total of six additional interest rate swap contracts as summarized below (in thousands): Type Notional Amount Termination Date Fixed Rate Spot starting $ 50,000 March 30, 2028 3.287 % Spot starting 100,000 March 31, 2028 3.287 % Spot starting 50,000 April 8, 2028 3.282 % Forward starting April 1, 2024 100,000 April 1, 2028 2.932 % Spot starting 80,000 March 31, 2028 4.105 % Spot starting 20,000 March 31, 2028 4.121 % All of our interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective. The fair value of each of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets and noncurrent liabilities, as applicable. See Note 17 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 $ 17.0 million, $ 3.9 million and ($ 1.0 ) million for 2023, 2022 and 2021, respectively. We currently estimate that a gain of $ 8.2 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. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Operating Leases | Note 13. OPERATING LEASES Operating Leases of Sites as Lessee We lease 442 sites from third parties under certain non-cancelable operating leases that expire from time to time through 2041 . The weighted-average remaining lease term was 4.5 years as of December 31, 2023. Lease expense was classified in the consolidated statements of income as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 22,338 $ 23,457 $ 23,765 Operating expenses 15,460 15,254 13,531 General and administrative expenses 995 931 1,331 Total $ 38,793 $ 39,642 $ 38,627 Variable lease payments based on inflation or fuel volume included in the table above totaled $ 4.6 million, $ 4.4 million and $ 4.2 million for 2023, 2022 and 2021, respectively. Short-term lease payments included in the table above that are excluded from the lease liability amounted to $ 0.2 million, $ 0.2 million and $ 0.1 million for 2023, 2022 and 2021, respectively. Cash paid for amounts included in the measurement of lease liabilities under operating leases totaled $ 34.0 million, $ 35.0 million and $ 34.3 million for 2023, 2022 and 2021, respectively. As of December 31, 2023, future minimum rental payments under operating leases, excluding variable lease payments or short-term payments, were as follows (in thousands). The weighted-average discount rate as of December 31, 2023 and 2022 was 5.8 % and 6.0 %, respectively. Third Parties Related Parties Total 2024 $ 25,796 $ 10,152 $ 35,948 2025 23,565 10,310 33,875 2026 20,510 10,395 30,905 2027 16,202 8,953 25,155 2028 11,806 8,382 20,188 Thereafter 28,745 9,350 38,095 Total future payments 126,624 57,542 184,166 Less impact of discounting 30,656 153,510 Current portion 34,787 Long-term portion $ 118,723 Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term for purposes of measuring our lease liabilities and right-of-use assets unless the sublease to our customer extends beyond the term of the head lease. Of our leased sites, we operate 127 of them as company operated sites. Substantially all the remaining leased sites are subleased to lessee dealers or commission agents under leases with terms generally ranging from one to ten years and which may include renewal options. Sublease rental income amounted to $ 35.3 million, $ 35.4 million and $ 34.5 million for 2023, 2022 and 2021, respectively. Operating Leases of Sites as Lessor Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2037 . Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties as of December 31, 2023 were as follows (in thousands): 2024 $ 45,941 2025 38,157 2026 27,715 2027 18,232 2028 12,002 Thereafter 13,143 Total future minimum lease payments $ 155,190 The future minimum rental payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or non-lease components for amounts that may be received as tenant reimbursements for certain operating costs. Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $ 5.0 million and $ 5.1 million at December 31, 2023 and 2022, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. RELATED PARTY TRANSACTIONS Transactions with Affiliates of Members of the Board Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from TopStar, an entity affiliated with the Topper Group, were $ 50.7 million, $ 74.2 million and $ 58.0 million for 2023, 2022 and 2021, respectively. Accounts receivable from TopStar were $ 0.4 million and $ 0.7 million at December 31, 2023 and 2022, respectively. CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $ 10.3 million, $ 10.0 million and $ 9.3 million for 2023, 2022 and 2021, respectively. Generally, rent payable under these leases increases by 1.5 % per year through the 10-year term expiring in April 2030. Generally, there are four five-year renewal options under these leases. Omnibus Agreement On January 15, 2020, the Partnership entered into an Omnibus Agreement, effective as of January 1, 2020 (the “Omnibus Agreement”), among the Partnership, the General Partner and DMI. The terms of the Omnibus Agreement were approved by the independent conflicts committee of the Board, which is composed of the independent directors of the Board. Pursuant to the Omnibus Agreement, DMI agreed, among other things, to provide, or cause to be provided, to the General Partner for the benefit of the Partnership, at cost without markup, certain management, administrative and operating services. The Omnibus Agreement will continue in effect until terminated in accordance with its terms. The Topper Group has the right to terminate the Omnibus Agreement at any time upon 180 days’ prior written notice, and the General Partner has the right to terminate the Omnibus Agreement at any time upon 60 days’ prior written notice. We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $ 108.5 million, $ 91.7 million and $ 67.3 million for 2023, 2022 and 2021, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of income. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $ 8.4 million and $ 6.1 million at December 31, 2023 and 2022, respectively. Common Unit Distributions and Other Equity Transactions We distributed $ 30.8 million, $ 30.7 million and $ 34.7 million to the Topper Group related to its ownership of our common units during 2023, 2022 and 2021, respectively. We distributed $ 10.5 million, $ 10.5 million and $ 6.2 million to affiliates of John B. Reilly, III, a member of our Board, related to their ownership of our common units for 2023, 2022 and 2021, respectively. See Note 18 for information regarding the preferred membership interests held by related parties. 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 $ 2.6 million, $ 2.0 million and $ 2.2 million for 2023, 2022 and 2021, respectively. Accounts payable to this related party amounted to $ 0.3 million at each of December 31, 2023 and 2022. Convenience Store Products We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $ 20.8 million, $ 21.1 million and $ 19.7 million for 2023, 2022 and 2021, respectively. Amounts payable to this related party amounted to $ 1.4 million at each of December 31, 2023 and 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 $ 0.2 million for 2023 and $ 0.1 million for 2022 and 2021. Principal Executive Offices Our principal executive offices are in Allentown, Pennsylvania. We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $ 1.0 million, $ 0.9 million and $ 1.3 million for 2023, 2022 and 2021, respectively. Public Relations and Website Consulting Services We have engaged a company affiliated with John B. Reilly, III, a member of our Board, for public relations and website consulting services. The cost of these services amounted to $ 0.1 million for 2023, 2022 and 2021. |
Environmental Matters
Environmental Matters | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Environmental Matters | Note 15. 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. The table below presents a roll-forward of our environmental liabilities (in thousands): 2023 2022 Balance at beginning of year $ 7,485 $ 5,376 Provision for new environmental losses 1,161 4,291 Changes in estimates for previously incurred losses 2,028 33 Payments ( 3,226 ) ( 2,215 ) Balance at end of year 7,448 7,485 Current portion, included within accrued expenses and other current liabilities 3,394 3,011 Long-term portion, included within other long-term liabilities $ 4,054 $ 4,474 At December 31, 2023 and 2022, we were indemnified by third-party escrow funds, state funds or insurance totaling $ 5.3 million and $ 5.2 million, respectively, which are recorded as indemnification assets and included within other current and other noncurrent assets on the consolidated balance sheets. 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 consolidated balance sheet of the Partnership. Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the consolidated balance sheet of the Partnership. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16. 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. The following provides total annual future minimum volume purchase requirements (in thousands of gallons): 2024 652,623 2025 573,175 2026 566,363 2027 568,759 2028 503,178 Thereafter 906,639 Total 3,770,737 In the event we fail to purchase the required minimum volume for a given contract year, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given year. We did not incur any significant penalties in 2023, 2022 or 2021. Litigation Matters We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 17. 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. The following is a description of the three hierarchy levels. Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. Level 3—Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2023 or 2022. As further discussed in Note 12, 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. As further discussed in Note 19, 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. Financial Instruments The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of December 31, 2023 and 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 December 31, 2023 and 2022 due to the frequency with which interest rates are reset and the consistency of the market spread. |
Preferred Membership Interests
Preferred Membership Interests | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Preferred Membership Interests | Note 18. PREFERRED MEMBERSHIP INTERESTS On March 29, 2022, Holdings issued and sold 12,500 newly created Series A Preferred Interests (“Series A Preferred Interests”) to each of (i) Dunne Manning JKM LLC (the “DM Investor”), an entity affiliated with Joseph V. Topper, Jr., and (ii) John B. Reilly, III and a trust affiliated with Mr. Reilly (together with Mr. Reilly, the “JBR Investor;” and the JBR Investor, together with the DM Investor, the "Investors" and, each, an “Investor”) at a price of $ 1,000 per Series A Preferred Interest, for an aggregate purchase price of $ 25 million in cash (the “Preferred Issuance”), in reliance upon an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Preferred Issuance was consummated pursuant to an Investment Agreement, entered into as of March 29, 2022 (the “Investment Agreement”), by and among Holdings and each Investor. Following the Preferred Issuance, the Partnership indirectly retains 100 % of the common interests of Holdings, and Holdings remains a consolidated subsidiary of the Partnership. In light of the relationships between the Investors and the Partnership, the Preferred Issuance was reviewed by, and received the approval and recommendation of, the conflicts committee of the Board prior to execution of the Investment Agreement and consummation of the Preferred Issuance. In connection with the Preferred Issuance, on March 29, 2022, LGP Operations LLC, a wholly owned subsidiary of the Partnership, each Investor and the Partnership entered into an amended and restated limited liability company agreement of Holdings to, among other things, set forth the rights, preferences, entitlements, restrictions and limitations of the Series A Preferred Interests. The Series A Preferred Interests have an initial liquidation preference of $ 1,000 per Series A Preferred Interest and are entitled to a preferred return at a rate of 9 % per annum on the liquidation preference, compounded quarterly (the “preferred return”). Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”). The Exchange Price will be payable in common units of the Partnership or, if any holder of Series A Preferred Interests so elects, in cash. Any common units of the Partnership issued upon any exchange in payment of the Exchange Price will be valued at an amount equal to $ 23.74 per common unit, which is equal to 115 % of the volume weighted average price of a Partnership common unit on the NYSE over the twenty trading-day period ending on March 28, 2022, the trading day immediately prior to the date of the Preferred Issuance. The net proceeds received by Holdings in its sale of the Series A Preferred Interests were contributed to CAPL JKM Partners, which in turn used such net proceeds to prepay a portion of the outstanding indebtedness under the Term Loan Facility. See Note 11 for additional information on the termination of the Term Loan Facility. Based on an evaluation of the relevant terms and provisions within the Series A Investment Agreement, the Holdings Operating Agreement, the CAPL Credit Facility as well as an analysis of the economic characteristics and risks of the Series A Preferred Interests, management concluded that the Series A Preferred Interests are more akin to equity as opposed to debt and thus, in accordance with ASC 480, the preferred membership interests are to be presented in mezzanine equity on the consolidated balance sheet and the carrying amount will be accreted to the Exchange Price over time. We recorded accretion of the preferred membership interests of $ 2.5 million and $ 1.7 million for 2023 and 2022, respectively. We paid income tax distributions related to the preferred membership interests totaling $ 0.9 million during 2023. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Equity Based Compensation [Abstract] | |
Equity-Based Compensation | Note 19. EQUITY-BASED COMPENSATION On October 23, 2022, the CrossAmerica Partners LP 2022 Incentive Award Plan (the "2022 Plan") became effective, replacing the prior plan. The maximum number of common units that may be delivered with respect to awards under the 2022 Plan was the sum of (i) 1,400,000 , (ii) the number of common units that remain available for grant under the prior plan ( 424,066 common units) and (iii) the number of common units that are subject to or underlie awards which expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered in common units under the Prior Plan (and as permitted by the Prior Plan) following the Effective Date. Generally, the 2022 Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit payment, unit appreciation rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The 2022 Plan is administered by the Board or a committee thereof. The Board may terminate or amend the 2022 Plan at any time with respect to any common units for which a grant has not yet been made. The Board also has the right to alter or amend the 2022 Plan or any part of the 2022 Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units are listed at that time; however, no change in any outstanding grant may be made that would adversely affect the rights of a participant with respect to awards granted to a participant prior to the effective date of such amendment or termination, except that the Board may amend any award to satisfy the requirements of Section 409A of the Internal Revenue Code. The 2022 Plan expires on the tenth anniversary of its approval, when common units are no longer available under the 2022 Plan for grants or upon its termination by the Board, whichever occurs first. The table below summarizes our equity-based award activity: Employees Directors Employees Phantom Performance Awards Phantom Units Phantom Units Initial Target Value Nonvested at December 31, 2021 72,033 16,260 $ 1,673 Granted 35,840 15,205 854 Forfeited ( 10,201 ) — ( 197 ) Vested ( 12,118 ) ( 16,260 ) — Nonvested at December 31, 2022 85,554 15,205 $ 2,330 Granted 40,594 20,470 966 Forfeited ( 2,779 ) — — Vested ( 19,816 ) ( 16,181 ) — Nonvested at December 31, 2023 103,553 19,494 $ 3,296 Phantom Units In July 2023, the Partnership granted 3,249 phantom units to each of six non-employee directors of the Board. Such awards will vest in July 2024, conditioned upon continuous service as non-employee directors. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units. During the fourth quarter of 2023, the Partnership granted 34,051 phantom units to employees of the Topper Group. Of these awards, 50 % vest ratably over three years through December 31, 2026 and 50 % vest upon the employee’s death, disability or retirement. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units. Performance-Based Awards During the fourth quarter of 2023, the Partnership granted performance-based awards with an initial target value of $ 0.9 million. The performance-based awards vest on December 31, 2026, based on attainment of the performance goals set forth in the award agreements. The performance-based awards are weighted 65 % for the increase of funds flow from operations per unit (as defined in the award agreements) and 35 % for leverage (as defined in the award agreements), with a performance period from January 1, 2024 to December 31, 2026 and with 2023 being the reference period. The payout value for both performance conditions will be interpolated on a linear basis ranging from 0 % to 200 %, which will then be multiplied by the initial target value to determine the value of the units to be issued. The value of the units will then be divided by the 20 -day volume-weighted average closing price of our common units as of the close of trading on the day before the conversion date to determine the actual number of units to be issued. Overall Since we grant awards to employees of the Topper Group who provide services to us under the Omnibus Agreement and non-employee directors of the Board, and since the grants may be settled in cash at the discretion of our Board, unvested phantom units and unvested performance-based awards receive fair value variable accounting treatment. As such, they are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. The balance of the accrual was $ 4.0 million and $ 2.2 million at December 31, 2023 and 2022, respectively. We record equity-based compensation as a component of general and administrative expenses in the consolidated statements of income. Equity-based compensation expense was $ 3.0 million, $ 2.3 million and $ 1.3 million for 2023, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 20. 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. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership. 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 presented. Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries, LGWS and Joe’s Kwik Marts. 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership calculates its current and deferred tax provision based on estimates and assumptions that could differ from actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed returns are recorded when identified. Components of income tax expense related to net income were as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 Current U.S. federal $ 502 $ 1,976 $ 329 U.S. state 451 491 207 Total current 953 2,467 536 Deferred U.S. federal 946 ( 2,236 ) ( 3,927 ) U.S. state 626 483 166 Total deferred 1,572 ( 1,753 ) ( 3,761 ) Income tax expense (benefit) $ 2,525 $ 714 $ ( 3,225 ) The difference between the actual income tax provision and income taxes computed by applying the U.S. federal statutory rate to earnings (losses) before income taxes is attributable to the following (in thousands): For the Year Ended December 31, 2023 2022 2021 Consolidated income from continuing operations before income $ 45,117 $ 64,410 $ 18,429 Income from continuing operations before income taxes of ( 34,797 ) ( 65,466 ) ( 37,072 ) Income (loss) from continuing operations before income taxes of 10,320 ( 1,056 ) ( 18,643 ) Federal income tax expense (benefit) at statutory rate 2,167 ( 222 ) ( 3,915 ) Increase (decrease) due to: State income taxes, net of federal income tax benefit 421 974 372 Other ( 63 ) ( 38 ) 318 Total income tax expense (benefit) $ 2,525 $ 714 $ ( 3,225 ) The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands): December 31, 2023 2022 Deferred income tax assets: Operating and finance lease obligations $ 29,193 $ 33,318 Asset retirement obligations 11,045 10,745 Intangible assets 7,887 8,505 Net operating losses (a) 5,331 5,913 Other assets and liabilities 7,394 6,678 Total deferred income tax assets 60,850 65,159 Deferred income tax liabilities: Deferred rent income 841 855 Property and equipment 46,223 45,440 Right-of-use assets 25,946 29,452 Total deferred income tax liabilities 73,010 75,747 Net deferred income tax liabilities $ 12,160 $ 10,588 (a) Includes a federal deferred tax asset of $ 3.7 million related to a $ 16.7 million federal net operating loss that has no expiration. We record an accrual for federal, state and local and uncertain tax positions. The development of these tax positions requires subjective, critical estimates and judgments about tax matters, potential outcomes and timing. Although the outcome of potential tax examinations is uncertain, in management’s opinion, adequate provisions for income taxes have been made for potential liabilities resulting from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions, or changes in assumptions in future periods, are recorded in the period they become known. To the extent additional information becomes available prior to resolution, such accruals are adjusted to reflect probable outcomes. We did no t have unrecognized tax benefits at December 31, 2023 or 2022. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We had no material interest and penalties for 2023, 2022 and 2021. We file income tax returns with the U.S. federal government as well as the many state jurisdictions in which we operate. The statute remains open for tax years 2020 through 2023 ; therefore, these years remain subject to examination by federal, state and local jurisdiction authorities. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 21. 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 common unit for the following periods (in thousands, except unit and per unit amounts): Years Ended December 31, 2023 2022 2021 Numerator: Distributions paid on common units $ 79,712 $ 79,625 $ 79,552 Allocation of distributions in excess of net income ( 39,608 ) ( 17,655 ) ( 57,898 ) Limited partners’ interest in net income - basic and diluted $ 40,104 $ 61,970 $ 21,654 Denominator: Weighted average common units outstanding - basic 37,957,727 37,916,829 37,880,910 Adjustment for phantom and phantom performance units (a) 161,734 142,945 3,214 Weighted average common units outstanding - diluted 38,119,461 38,059,774 37,884,124 Net income per common unit - basic $ 1.06 $ 1.63 $ 0.57 Net income per common unit - diluted $ 1.05 $ 1.63 $ 0.57 Distributions paid per common unit $ 2.1000 $ 2.1000 $ 2.1000 Distributions declared (with respect to each respective period) per $ 2.1000 $ 2.1000 $ 2.1000 (a) For 2023 and 2022, 1,203,481 and 835,551 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit for 2023 and 2022, respectively, because including them would have been antidilutive. Distributions Quarterly distribution activity to common unitholders for 2023 was as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2022 February 3, 2023 February 10, 2023 0.5250 19,918 March 31, 2023 May 3, 2023 May 10, 2023 0.5250 19,925 June 30, 2023 August 4, 2023 August 11, 2023 0.5250 19,934 September 30, 2023 November 3, 2023 November 10, 2023 0.5250 19,935 December 31, 2023 February 2, 2024 February 9, 2024 0.5250 19,941 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 | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 22. 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 2023, we converted 37 sites from lessee dealer and independent dealer sites in the wholesale segment to company operated sites in the retail segment. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Year Ended December 31, 2023 Revenues from fuel sales to external customers $ 2,215,110 $ 1,751,846 $ — $ 3,966,956 Revenues from food and merchandise sales — 315,957 — 315,957 Rent income 69,693 12,638 — 82,331 Other revenue 5,248 15,771 — 21,019 Total revenues $ 2,290,051 $ 2,096,212 $ — $ 4,386,263 Operating income (loss) $ 90,813 $ 96,709 $ ( 99,452 ) $ 88,070 Year Ended December 31, 2022 Revenues from fuel sales to external customers $ 2,612,258 $ 1,971,806 $ — $ 4,584,064 Revenues from food and merchandise sales — 280,191 — 280,191 Rent income 71,322 12,784 — 84,106 Other revenue 6,509 12,554 — 19,063 Total revenues $ 2,690,089 $ 2,277,335 $ — $ 4,967,424 Operating income (loss) $ 93,667 $ 107,396 $ ( 105,057 ) $ 96,006 Year Ended December 31, 2021 Revenues from fuel sales to external customers $ 2,067,992 $ 1,206,082 $ — $ 3,274,074 Revenues from food and merchandise sales — 209,123 — 209,123 Rent income 71,536 11,646 — 83,182 Other revenue 3,721 9,159 — 12,880 Total revenues $ 2,143,249 $ 1,436,010 $ — $ 3,579,259 Operating income (loss) $ 86,772 $ 56,102 $ ( 106,745 ) $ 36,129 Receivables relating to the revenue streams above are as follows (in thousands): December 31, 2023 2022 Receivables from fuel and merchandise sales $ 28,467 $ 28,959 Receivables for rent and other lease-related charges 3,155 2,609 Total accounts receivable $ 31,622 $ 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 $ 10.0 million and $ 10.9 million at December 31, 2023 and 2022, respectively. Amortization of such costs is recorded against operating revenues and amounted to $ 1.9 million, $ 1.7 million and $ 1.5 million for 2023, 2022 and 2021, respectively Receivables from rent and other lease-related charges are generally collected at the beginning of the month. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 23. 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): For the Year Ended December 31, 2023 2022 2021 Decrease (increase): Accounts receivable $ 124 $ 840 $ ( 5,336 ) Accounts receivable from related parties 306 406 ( 218 ) Inventories ( 5,037 ) ( 873 ) ( 10,307 ) Other current assets ( 3,193 ) 3,471 390 Other assets ( 580 ) ( 137 ) ( 2,385 ) Increase (decrease): Accounts payable ( 8,589 ) 9,271 2,727 Accounts payable to related parties 2,157 ( 38 ) 1,999 Accrued expenses and other current liabilities ( 805 ) 1,012 ( 1,378 ) Motor fuel and taxes payable ( 427 ) ( 1,772 ) 2,850 Other long-term liabilities 10,184 2,398 9,992 Changes in operating assets and liabilities, net of acquisitions $ ( 5,860 ) $ 14,578 $ ( 1,666 ) 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 and other non-cash activity. Supplemental disclosure of cash flow information (in thousands): For the Year Ended December 31, 2023 2022 2021 Cash paid for interest $ 40,051 $ 29,030 $ 16,196 Cash paid (refunded) for income taxes, net 2,853 ( 3,171 ) 331 Supplemental schedule of non-cash investing and financing activities (in thousands): For the Year Ended December 31, 2023 2022 2021 Accrued capital expenditures $ 1,803 $ 2,320 $ 2,048 Lease liabilities arising from obtaining right-of-use assets 12,697 23,997 30,460 Accretion of preferred membership interests 2,488 1,726 — Assets acquired with proceeds from Section 1031 exchanges 3,812 — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 24. SUBSEQUENT EVENTS On January 26, 2024, we entered into an agreement (“Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets will be acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $ 16.9 million. The Partnership will also acquire for cash the inventory at the locations. The terms of the Partnership’s existing leases with Applegreen Midwest, LLC and Applegreen Florida, LLC can be extended to 2049 and 2048, respectively, including all renewal options. The termination of the existing lease agreements pursuant to the Applegreen Purchase Agreement is contemplated to occur during the first and second quarters of 2024 and is subject to customary closing conditions. In addition, the Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other. This transaction will result in the conversion of these lessee dealer sites to company operated sites. On February 20, 2024, in connection with the Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modifies the definition of Consolidated EBITDA contained in the CAPL Credit Facility to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions. The Amendment does not become effective until the closing of at least one transaction under the Applegreen Purchase Agreement. All other terms and conditions of the CAPL Credit Facility remain in full force and effect. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CrossAmerica and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
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. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. We are potentially subject to financial instrument concentration of credit risk through our cash and cash equivalents. We maintain cash and cash equivalents with several major financial institutions and have approximately $ 3.5 million of cash and cash equivalents in excess of FDIC insurance limits at December 31, 2023. We have not experienced any losses on our cash and cash equivalents and do not believe we have significant credit risk. |
Receivables | Receivables and Financial Instrument Credit Losses Accounting guidance regarding credit losses on financial instruments requires that for most financial assets, losses be based on an expected loss approach which includes estimates of losses over the life of exposure that considers historical, current and forecasted information. Disclosures related to the methods used to estimate the losses as well as a specific disaggregation of balances for financial assets are also required. The primary financial instrument within the scope of this guidance is our accounts receivable, which mainly result from the sale of motor fuels to customers. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer, generally a dealer or a commission agent, based on an evaluation of the customer’s financial condition prior to entering into fuel supply and/or lease agreements. In certain circumstances, collateral may be required from the customer and fuel and lease agreements are generally cross-collateralized when applicable. Receivables are recorded at face value, without interest or discount. The allowance for credit losses is generally based upon historical experience while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Credit loss expense is included in general and administrative expenses. |
Inventories | Inventories Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or net realizable value using the first-in, first-out method. We record inventory from the time of the purchase of motor fuels from third-party suppliers until the retail sale to the end customer. Merchandise inventory is valued at the lower of average cost or net realizable value using the first-in, first-out method, written down, as necessary, for potentially obsolete or slow-moving inventory. |
Asset Acquisitions and Business Combinations | Asset Acquisitions and Business Combinations When closing on an acquisition, we must first determine whether substantially all of the fair value of the set of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this threshold is met, the set is not a business. If this threshold is not met, we determine whether the set meets the definition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors or other owners, members or participants. A business typically has inputs, processes applied to those inputs and outputs that are used to generate a return to investors, but outputs are not required for a set to be a business. A business must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. We account for asset acquisitions (i.e., transactions involving the acquisition of a set of assets that does not meet the definition of a business) in accordance with the guidance under ASC 805-50 and other applicable guidance. Asset acquisitions are generally accounted for by allocating the cost of the acquisition, including acquisition costs, to the individual assets acquired and liabilities assumed on a relative fair value basis. We account for business combinations in accordance with the guidance under ASC 805–Business Combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Whether we account for a transaction as an asset acquisition or a business combination, determining the fair value of assets and liabilities requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the consolidated financial statements in periods after acquisition, such as through depreciation and amortization. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, which equals fair value in the case of a business combination or generally approximates fair value in the case of an asset acquisition. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, including: 10 to 20 years for buildings and improvements and three to 30 years for equipment. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which generally range from seven to 10 years . Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period the sale meets the criteria for recognition. |
Intangible Assets | Intangible Assets Intangible assets are recorded at fair value in the case of a business combination or at a value that generally approximates fair value in the case of an asset acquisition. Intangible assets associated with wholesale fuel supply contracts and wholesale fuel distribution rights are amortized over 10 years. Trademarks and licenses are amortized over periods from five to 15 years . Covenants not to compete are amortized over the shorter of the contract term or five years. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. No significant impairment charges relating to intangible assets were recorded for any period presented. |
Impairment of Assets | Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. See Note 7 for information regarding impairment charges recorded primarily upon classifying sites within assets held for sale. |
Goodwill | Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment testing date of goodwill is October 1. In performing our annual impairment analysis, we use qualitative factors to determine whether it is more likely than not (likelihood of more than 50 %) that the fair value of a reporting unit is less than its carrying amount, including goodwill. We consider macroeconomic conditions such as developments in equity and credit markets, industry and market conditions such as the competitive environment, cost factors such as changes in our cost of fuel, our financial performance and our unit price. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further testing is necessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the goodwill impairment test. In the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, an impairment charge is recognized for the deficit up to the amount of goodwill recorded. No goodwill was impaired for any period presented. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs that are incurred in connection with the issuance of debt are deferred and amortized to interest expense using the straight-line method (which approximates the effective interest method) over the contractual term of the underlying indebtedness. Debt issuance costs are classified as a reduction of the associated liability unless there is no balance outstanding under a revolving line of credit facility, in which case such costs are classified as an asset. |
Environmental Matters | Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. |
Asset Retirement Obligations | Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove USTs used to store motor fuel at owned and leased sites at the time we incur that liability, which is generally when the UST is installed or upon acquiring the site. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. |
Segment Reporting | Segment Reporting We present our segment reporting in accordance with ASC 280–Segment Reporting and engage in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. We present our results to our chief operating decision maker segregated between wholesale and retail activities. As a result, we are deemed to conduct our business in two segments: 1) the wholesale segment and 2) the retail segment. |
Revenue Recognition | Revenue Recognition The core principle of accounting guidance on revenue recognition is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This guidance applies to over 90 % of our revenues as the only primary revenue stream outside the scope of this guidance is rental income. Revenues from the delivery of motor fuel are recorded at the time of delivery to our customers, by which time the price is fixed, title to the products has transferred and payment has either been received or collection is reasonably assured, net of applicable discounts and allowances. Incremental costs incurred to obtain certain contracts with customers are deferred and amortized over the contract term and are included in other noncurrent assets on the consolidated balance sheets. Amortization of such costs are classified as a reduction of operating revenues. Revenues from the sale of convenience store products are recognized at the time of sale to the customer. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease. In transactions in which we sell and lease back property, we apply guidance from ASC 606–Revenue from Contracts with Customers in determining whether the transfer of the property should be accounted for as a sale. Specifically, we assess if we have satisfied a performance obligation by transferring control of the property. See Notes 5 and 22 for additional information on our revenues and related receivables. |
Cost of Sales | Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other rebates, discounts and incentives offered by our suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as these amounts are included in depreciation, amortization and accretion expense on our consolidated statements of income. |
Motor Fuel Taxes | Motor Fuel Taxes LGW and CAPL JKM Wholesale collect motor fuel taxes, which consist of various pass-through taxes collected from customers on behalf of taxing authorities and remit such taxes directly to those taxing authorities. LGW’s and CAPL JKM Wholesale’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s and Joe’s Kwik Marts’ retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS and Joe’s Kwik Marts have no direct responsibility to collect or remit such taxes to the taxing authorities. |
Lease Accounting | Lease Accounting We lease certain sites from third parties under long-term arrangements with various expiration dates. Accounting guidance on leases requires the recognition of lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements. In order to measure our lease liability under our leases as lessee, we are required to discount our minimum rental payments using the rate implicit in the lease, unless such rate cannot be readily determined, in which case our incremental borrowing rate is used. As we do not know the amount of our lessors’ initial direct costs, we are generally unable to determine the rate implicit in our leases. As a result, we generally use our incremental borrowing rate, which is the rate we would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. We considered the rates we paid in previous financing and sale-leaseback transactions, the rates on our borrowings under our prior secured revolving credit facility and mortgage rates on commercial properties for various terms in developing our incremental borrowing rates. ASC 842–Leases requires leases be evaluated and classified as either operating or finance for financial reporting purposes. The lease term used for lease evaluation includes option periods only in instances in which the exercise of the option period is reasonably certain. Generally, lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably certain at the inception of the lease. In addition to these lease payments, certain leases require additional contingent payments based on sales volume or future inflation, which are expensed as incurred. See Notes 11 and 13 for additional information. |
Income Taxes | Income Taxes Our wholly owned taxable subsidiaries recognize deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis. Income tax attributable to our earnings and losses, excluding the earnings and losses of our wholly owned taxable subsidiaries, are assessed at the individual level of the unitholder. Accordingly, we do not record a provision for income taxes other than for those earnings and losses generated or incurred by our wholly owned taxable subsidiaries. Tax positions not meeting the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. Where required, we recognize interest and penalties for uncertain tax positions in income taxes. Valuation allowances are reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers a number of factors in assessing the realization of a deferred tax asset, including the reversal of temporary differences, projections of future taxable income and ongoing prudent and feasible tax planning strategies. The amount of deferred tax assets ultimately realized may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the consolidated financial statements in the future. |
Earnings Per Common Unit | Earnings per Common 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 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 ASU 2020-06 for purposes of computing diluted earnings per unit. |
Interest Rate Swap Contracts | Interest Rate Swap Contracts The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC 815–Derivatives and Hedging, and recognizes derivative instruments as either assets or liabilities on the consolidated balance sheet and measures those instruments at fair value. The changes in fair value of the derivative transactions are presented in accumulated other comprehensive income and reclassified to interest expense as the interest payments on our CAPL Credit Facility are made. The portion of derivative positions that are anticipated to settle within a year are included as a separate line item within current assets or current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded as a separate line item within noncurrent assets or noncurrent liabilities, as applicable. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the consolidated statements of cash flows, consistent with the classification of the hedged interest payments on our CAPL Credit Facility. 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. The adoption of this guidance did not have a material effect on the Partnership's consolidated financial statements. See Note 12 for information related to our interest rate swap contracts. |
Reclassifications | Reclassifications Certain reclassifications were made to prior year amounts to conform to the current year presentation. Such reclassifications had no effect on net income or total equity for any periods. |
Concentration Risks | Concentration Risks For 2023, 2022 and 2021, our wholesale business purchased approximately 80 %, 81 % and 80 % of its motor fuel from four suppliers, respectively. For 2023, 2022 and 2021, approximately 23 %, 23 % and 27 % of our motor fuel gallons sold were delivered by two carriers, respectively. For 2023, 2022 and 2021, approximately 18 %, 21 % and 19 % of our rent income was from two multi-site operators, respectively. For each of 2023, 2022 and 2021, approximately 49 % of our merchandise was purchased from one supplier. |
New Accounting Guidance Pending Adoption | New Accounting Guidance Pending Adoption In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments. In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | We have classified two and three sites as held for sale at December 31, 2023 and 2022, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): December 31, 2023 2022 Land $ 240 $ 758 Buildings and site improvements 380 457 Equipment 418 333 Total 1,038 1,548 Less accumulated depreciation ( 638 ) ( 565 ) Assets held for sale $ 400 $ 983 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Changes in Allowance for Credit Losses | Changes in the allowance for credit losses consisted of the following (in thousands): Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 686 $ 458 $ 429 Increase in allowance charged to expense 40 232 253 Accounts charged against the allowance, net of recoveries ( 17 ) ( 4 ) ( 224 ) Balance at end of year $ 709 $ 686 $ 458 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following (in thousands): December 31, 2023 2022 Merchandise $ 26,081 $ 22,654 Motor fuel 26,263 24,653 Inventories $ 52,344 $ 47,307 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2023 2022 Land $ 326,571 $ 323,882 Buildings and site improvements 365,528 360,542 Leasehold improvements 16,434 15,312 Equipment 356,160 334,324 Construction in progress 4,462 6,514 Property and equipment, at cost 1,069,155 1,040,574 Accumulated depreciation and amortization ( 363,938 ) ( 312,195 ) Property and equipment, net $ 705,217 $ 728,379 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 234,501 $ 140,714 $ 93,787 $ 232,932 $ 120,168 $ 112,764 Trademarks/licenses 2,078 761 1,317 2,208 1,250 958 Covenant not to compete 200 43 157 650 453 197 Total intangible assets $ 236,779 $ 141,518 $ 95,261 $ 235,790 $ 121,871 $ 113,919 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): Wholesale Retail Consolidated Balance at December 31, 2023 and 2022 $ 54,675 $ 44,734 $ 99,409 |
Accrued Expenses And Other Lo_2
Accrued Expenses And Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expensesand Other Long Term Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2023 2022 Taxes other than income $ 7,439 $ 8,452 Capital expenditures and maintenance expenses 3,366 4,402 Current portion of environmental liabilities 3,394 3,011 Interest 2,483 1,764 Equity compensation 3,373 1,626 Professional fees 988 393 Other 2,631 3,496 Total accrued expenses and other current liabilities $ 23,674 $ 23,144 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2023 2022 Security deposits $ 17,749 $ 18,012 Deferred fuel supplier rebates (a) 25,979 18,697 Environmental liabilities 4,054 4,474 Purchase consideration payable (b) 1,800 1,800 Other 3,352 3,306 Total other long-term liabilities $ 52,934 $ 46,289 (a) Increase is primarily driven by the renewal of contracts with certain fuel suppliers and the resulting incentives paid to us to support the cost of image upgrades at sites supplied by those fuel suppliers. (b) Purchase consideration related to the acquisition of assets from 7-Eleven; see Note 3 for additional information. |
Schedule of Rollforward of Our Asset Retirement Obligation | A roll-forward of our asset retirement obligation is below (in thousands): December 31, 2023 2022 Balance at beginning of year $ 46,810 $ 45,749 Recognition of asset retirement obligations 196 327 Changes in estimated cash flows or settlement dates ( 334 ) ( 195 ) Accretion 2,039 1,149 Obligations settled ( 802 ) ( 220 ) Balance at end of year 47,909 46,810 Current portion, included within accrued expenses and 65 379 Long-term portion $ 47,844 $ 46,431 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 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 are as follows (in thousands): December 31, 2023 2022 CAPL Credit Facility $ 756,000 $ 606,137 JKM Credit Facility — 158,980 Finance lease obligations 11,064 13,954 Total debt and finance lease obligations 767,064 779,071 Current portion 3,083 11,151 Noncurrent portion 763,981 767,920 Deferred financing costs, net 10,101 6,282 Noncurrent portion, net of deferred financing costs $ 753,880 $ 761,638 |
Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations | As of December 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 2024 $ — $ 3,396 $ 3,396 2025 — 3,495 3,495 2026 — 3,596 3,596 2027 — 1,210 1,210 2028 756,000 — 756,000 Total future payments 756,000 11,697 767,697 Less impact of discounting — 633 633 Total future principal payments 756,000 11,064 767,064 Current portion — 3,083 3,083 Long-term portion $ 756,000 $ 7,981 $ 763,981 |
Interest Rate Swap Contracts (T
Interest Rate Swap Contracts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Contracts | In April and November 2023, we entered into a total of six additional interest rate swap contracts as summarized below (in thousands): Type Notional Amount Termination Date Fixed Rate Spot starting $ 50,000 March 30, 2028 3.287 % Spot starting 100,000 March 31, 2028 3.287 % Spot starting 50,000 April 8, 2028 3.282 % Forward starting April 1, 2024 100,000 April 1, 2028 2.932 % Spot starting 80,000 March 31, 2028 4.105 % Spot starting 20,000 March 31, 2028 4.121 % |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense | Lease expense was classified in the consolidated statements of income as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 22,338 $ 23,457 $ 23,765 Operating expenses 15,460 15,254 13,531 General and administrative expenses 995 931 1,331 Total $ 38,793 $ 39,642 $ 38,627 |
Summary of Future Minimum Rental Payments Under Operating Leases | As of December 31, 2023, future minimum rental payments under operating leases, excluding variable lease payments or short-term payments, were as follows (in thousands). Third Parties Related Parties Total 2024 $ 25,796 $ 10,152 $ 35,948 2025 23,565 10,310 33,875 2026 20,510 10,395 30,905 2027 16,202 8,953 25,155 2028 11,806 8,382 20,188 Thereafter 28,745 9,350 38,095 Total future payments 126,624 57,542 184,166 Less impact of discounting 30,656 153,510 Current portion 34,787 Long-term portion $ 118,723 |
Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases | Future minimum rental payments under non-cancelable operating leases with third parties as of December 31, 2023 were as follows (in thousands): 2024 $ 45,941 2025 38,157 2026 27,715 2027 18,232 2028 12,002 Thereafter 13,143 Total future minimum lease payments $ 155,190 |
Environmental Matters (Tables)
Environmental Matters (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Roll-forward of Our Environmental Liabilities | The table below presents a roll-forward of our environmental liabilities (in thousands): 2023 2022 Balance at beginning of year $ 7,485 $ 5,376 Provision for new environmental losses 1,161 4,291 Changes in estimates for previously incurred losses 2,028 33 Payments ( 3,226 ) ( 2,215 ) Balance at end of year 7,448 7,485 Current portion, included within accrued expenses and other current liabilities 3,394 3,011 Long-term portion, included within other long-term liabilities $ 4,054 $ 4,474 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Volume Purchase Requirements | The following provides total annual future minimum volume purchase requirements (in thousands of gallons): 2024 652,623 2025 573,175 2026 566,363 2027 568,759 2028 503,178 Thereafter 906,639 Total 3,770,737 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Based Compensation [Abstract] | |
Summary of Equity-Based Award Activity | The table below summarizes our equity-based award activity: Employees Directors Employees Phantom Performance Awards Phantom Units Phantom Units Initial Target Value Nonvested at December 31, 2021 72,033 16,260 $ 1,673 Granted 35,840 15,205 854 Forfeited ( 10,201 ) — ( 197 ) Vested ( 12,118 ) ( 16,260 ) — Nonvested at December 31, 2022 85,554 15,205 $ 2,330 Granted 40,594 20,470 966 Forfeited ( 2,779 ) — — Vested ( 19,816 ) ( 16,181 ) — Nonvested at December 31, 2023 103,553 19,494 $ 3,296 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Components of income tax expense related to net income were as follows (in thousands): For the Year Ended December 31, 2023 2022 2021 Current U.S. federal $ 502 $ 1,976 $ 329 U.S. state 451 491 207 Total current 953 2,467 536 Deferred U.S. federal 946 ( 2,236 ) ( 3,927 ) U.S. state 626 483 166 Total deferred 1,572 ( 1,753 ) ( 3,761 ) Income tax expense (benefit) $ 2,525 $ 714 $ ( 3,225 ) |
Schedule of Difference Between Actual Income Tax Provision and Income Taxes | The difference between the actual income tax provision and income taxes computed by applying the U.S. federal statutory rate to earnings (losses) before income taxes is attributable to the following (in thousands): For the Year Ended December 31, 2023 2022 2021 Consolidated income from continuing operations before income $ 45,117 $ 64,410 $ 18,429 Income from continuing operations before income taxes of ( 34,797 ) ( 65,466 ) ( 37,072 ) Income (loss) from continuing operations before income taxes of 10,320 ( 1,056 ) ( 18,643 ) Federal income tax expense (benefit) at statutory rate 2,167 ( 222 ) ( 3,915 ) Increase (decrease) due to: State income taxes, net of federal income tax benefit 421 974 372 Other ( 63 ) ( 38 ) 318 Total income tax expense (benefit) $ 2,525 $ 714 $ ( 3,225 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands): December 31, 2023 2022 Deferred income tax assets: Operating and finance lease obligations $ 29,193 $ 33,318 Asset retirement obligations 11,045 10,745 Intangible assets 7,887 8,505 Net operating losses (a) 5,331 5,913 Other assets and liabilities 7,394 6,678 Total deferred income tax assets 60,850 65,159 Deferred income tax liabilities: Deferred rent income 841 855 Property and equipment 46,223 45,440 Right-of-use assets 25,946 29,452 Total deferred income tax liabilities 73,010 75,747 Net deferred income tax liabilities $ 12,160 $ 10,588 (a) Includes a federal deferred tax asset of $ 3.7 million related to a $ 16.7 million federal net operating loss that has no expiration. |
Net Income per Limited Partners
Net Income per Limited Partnership Unit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit | The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts): Years Ended December 31, 2023 2022 2021 Numerator: Distributions paid on common units $ 79,712 $ 79,625 $ 79,552 Allocation of distributions in excess of net income ( 39,608 ) ( 17,655 ) ( 57,898 ) Limited partners’ interest in net income - basic and diluted $ 40,104 $ 61,970 $ 21,654 Denominator: Weighted average common units outstanding - basic 37,957,727 37,916,829 37,880,910 Adjustment for phantom and phantom performance units (a) 161,734 142,945 3,214 Weighted average common units outstanding - diluted 38,119,461 38,059,774 37,884,124 Net income per common unit - basic $ 1.06 $ 1.63 $ 0.57 Net income per common unit - diluted $ 1.05 $ 1.63 $ 0.57 Distributions paid per common unit $ 2.1000 $ 2.1000 $ 2.1000 Distributions declared (with respect to each respective period) per $ 2.1000 $ 2.1000 $ 2.1000 (a) For 2023 and 2022, 1,203,481 and 835,551 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit for 2023 and 2022, respectively, because including them would have been antidilutive. |
Quarterly Distributions Made to Limited Partner, by Distribution | Quarterly distribution activity to common unitholders for 2023 was as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2022 February 3, 2023 February 10, 2023 0.5250 19,918 March 31, 2023 May 3, 2023 May 10, 2023 0.5250 19,925 June 30, 2023 August 4, 2023 August 11, 2023 0.5250 19,934 September 30, 2023 November 3, 2023 November 10, 2023 0.5250 19,935 December 31, 2023 February 2, 2024 February 9, 2024 0.5250 19,941 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 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 Year Ended December 31, 2023 Revenues from fuel sales to external customers $ 2,215,110 $ 1,751,846 $ — $ 3,966,956 Revenues from food and merchandise sales — 315,957 — 315,957 Rent income 69,693 12,638 — 82,331 Other revenue 5,248 15,771 — 21,019 Total revenues $ 2,290,051 $ 2,096,212 $ — $ 4,386,263 Operating income (loss) $ 90,813 $ 96,709 $ ( 99,452 ) $ 88,070 Year Ended December 31, 2022 Revenues from fuel sales to external customers $ 2,612,258 $ 1,971,806 $ — $ 4,584,064 Revenues from food and merchandise sales — 280,191 — 280,191 Rent income 71,322 12,784 — 84,106 Other revenue 6,509 12,554 — 19,063 Total revenues $ 2,690,089 $ 2,277,335 $ — $ 4,967,424 Operating income (loss) $ 93,667 $ 107,396 $ ( 105,057 ) $ 96,006 Year Ended December 31, 2021 Revenues from fuel sales to external customers $ 2,067,992 $ 1,206,082 $ — $ 3,274,074 Revenues from food and merchandise sales — 209,123 — 209,123 Rent income 71,536 11,646 — 83,182 Other revenue 3,721 9,159 — 12,880 Total revenues $ 2,143,249 $ 1,436,010 $ — $ 3,579,259 Operating income (loss) $ 86,772 $ 56,102 $ ( 106,745 ) $ 36,129 |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows (in thousands): December 31, 2023 2022 Receivables from fuel and merchandise sales $ 28,467 $ 28,959 Receivables for rent and other lease-related charges 3,155 2,609 Total accounts receivable $ 31,622 $ 31,568 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 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): For the Year Ended December 31, 2023 2022 2021 Decrease (increase): Accounts receivable $ 124 $ 840 $ ( 5,336 ) Accounts receivable from related parties 306 406 ( 218 ) Inventories ( 5,037 ) ( 873 ) ( 10,307 ) Other current assets ( 3,193 ) 3,471 390 Other assets ( 580 ) ( 137 ) ( 2,385 ) Increase (decrease): Accounts payable ( 8,589 ) 9,271 2,727 Accounts payable to related parties 2,157 ( 38 ) 1,999 Accrued expenses and other current liabilities ( 805 ) 1,012 ( 1,378 ) Motor fuel and taxes payable ( 427 ) ( 1,772 ) 2,850 Other long-term liabilities 10,184 2,398 9,992 Changes in operating assets and liabilities, net of acquisitions $ ( 5,860 ) $ 14,578 $ ( 1,666 ) |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): For the Year Ended December 31, 2023 2022 2021 Cash paid for interest $ 40,051 $ 29,030 $ 16,196 Cash paid (refunded) for income taxes, net 2,853 ( 3,171 ) 331 |
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): For the Year Ended December 31, 2023 2022 2021 Accrued capital expenditures $ 1,803 $ 2,320 $ 2,048 Lease liabilities arising from obtaining right-of-use assets 12,697 23,997 30,460 Accretion of preferred membership interests 2,488 1,726 — Assets acquired with proceeds from Section 1031 exchanges 3,812 — — |
Description of Business - Addit
Description of Business - Additional Information (Details) | Feb. 22, 2024 |
Topper Group [Member] | Subsequent Event [Member] | |
Concentration Risk [Line Items] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 38.60% |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Supplier Segment Operators | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents in excess of FDIC insurace limits | $ | $ 3,500,000 | ||
Impairment charges relating to intangible assets | $ | $ 0 | $ 0 | $ 0 |
Number of segments | Segment | 2 | ||
Motor Fuel Gallons [Member] | |||
Significant Accounting Policies [Line Items] | |||
Percentage of product sold, delivered by two carrier | 23% | 23% | 27% |
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 18% | 21% | 19% |
Number of multi-site operators | Operators | 2 | ||
Supplier Concentration Risk [Member] | Purchases Net [Member] | Four Supplier [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 80% | 81% | 80% |
Number of motor fuel suppliers | Supplier | 4 | ||
Supplier Concentration Risk [Member] | Purchases Net [Member] | One Supplier [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 49% | 49% | 49% |
Number of supplier | Supplier | 1 | ||
Accounting Standards Update 2014-09 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Percentage effect on revenue | 90% | ||
Distribution Rights [Member] | |||
Significant Accounting Policies [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Likelihood percentage that fair value of reporting unit is less than it's carrying amount, including goodwill | 50% | ||
Minimum [Member] | Covenant Not to Compete [Member] | |||
Significant Accounting Policies [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Maximum [Member] | Covenant Not to Compete [Member] | |||
Significant Accounting Policies [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Building and Building Improvements [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Building and Building Improvements [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Equipment [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Equipment [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 30 years | ||
Leasehold Improvements [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years |
Prior Year Acquisitions - Addit
Prior Year Acquisitions - Additional Information (Details) $ in Millions | 1 Months Ended | ||
Feb. 08, 2027 USD ($) | Nov. 09, 2022 USD ($) Location | Feb. 28, 2022 USD ($) Location Site | |
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 | 2 | ||
7 Eleven, Inc. [Member] | |||
Business Acquisition [Line Items] | |||
Number of ownership and operations of operated sites | Site | 106 | ||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 263 | ||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Forecast [Member] | |||
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ | $ 1.8 | ||
Fee Site [Member] | 7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Number of ownership and operations of operated sites | 90 | ||
Fee Based [Member] | Community Service Stations Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of Commission Locations | 1 | ||
Lease Location [Member] | Community Service Stations Inc [Member] | |||
Business Acquisition [Line Items] | |||
Number of Commission Locations | 1 | ||
Leased Site [Member] | 7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Number of ownership and operations of operated sites | 16 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Store Property | Dec. 31, 2022 USD ($) Property Store | Dec. 31, 2021 USD ($) Property | |
Long Lived Assets Held-for-sale [Line Items] | |||
Number of properties sold | Property | 10 | 27 | 32 |
Proceeds from sale of properties | $ 9.2 | $ 12.9 | $ 14 |
Gain on sale of properties | 6.5 | $ 3.5 | $ 4.1 |
Escrow deposit related to property sale | $ 3.8 | ||
Assets Held-for-sale [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Number of Stores | Store | 2 | 3 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 1,069,155 | $ 1,040,574 |
Less accumulated depreciation | (363,938) | (312,195) |
Assets held for sale | 705,217 | 728,379 |
Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 326,571 | 323,882 |
Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 365,528 | 360,542 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 356,160 | 334,324 |
Assets Held-for-sale [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 1,038 | 1,548 |
Less accumulated depreciation | (638) | (565) |
Assets held for sale | 400 | 983 |
Assets Held-for-sale [Member] | Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 240 | 758 |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 380 | 457 |
Assets Held-for-sale [Member] | Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 418 | $ 333 |
Receivables - Summary of Change
Receivables - Summary of Changes in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 686 | $ 458 | $ 429 |
Increase in allowance charged to expense | 40 | 232 | 253 |
Accounts charged against the allowance, net of recoveries | (17) | (4) | (224) |
Balance at end of year | $ 709 | $ 686 | $ 458 |
Receivables - Additional Inform
Receivables - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Notes And Loans Receivable [Line Items] | ||
Notes receivable | $ 1 | $ 4.1 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Merchandise | $ 26,081 | $ 22,654 |
Motor fuel | 26,263 | 24,653 |
Inventories | $ 52,344 | $ 47,307 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,069,155 | $ 1,040,574 |
Less accumulated depreciation | (363,938) | (312,195) |
Assets held for sale | 705,217 | 728,379 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 326,571 | 323,882 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 365,528 | 360,542 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 16,434 | 15,312 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 356,160 | 334,324 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 4,462 | $ 6,514 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, net held for leasing purposes | $ 394,000 | ||
Finance lease, right-of-use asset | $ 5,400 | $ 7,100 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Finance lease, amortization of right-of-use asset | $ 1,700 | $ 2,000 | $ 2,100 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 363,938 | 312,195 | |
Assets Held under Finance Leases [Member] | |||
Property Plant And Equipment [Line Items] | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 54,500 | 58,300 | 56,100 |
Impairment charges. Property, Plant, and Equipment | $ 800 | $ 2,800 | $ 7,700 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 236,779 | $ 235,790 |
Finite-Lived Intangible Assets, Accumulated Amortization | 141,518 | 121,871 |
Intangible assets, net | 95,261 | 113,919 |
Wholesale Fuel Supply Contracts/Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 234,501 | 232,932 |
Finite-Lived Intangible Assets, Accumulated Amortization | 140,714 | 120,168 |
Intangible assets, net | 93,787 | 112,764 |
Trademarks/Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,078 | 2,208 |
Finite-Lived Intangible Assets, Accumulated Amortization | 761 | 1,250 |
Intangible assets, net | 1,317 | 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 | 43 | 453 |
Intangible assets, net | $ 157 | $ 197 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Future Expected Aggregate Amortization Expense [Abstract] | |||
Amortization of intangible assets | $ 20.7 | $ 21.2 | $ 20 |
Finite-lived intangible assets, amortization expense, 2024 | 18.1 | ||
Finite-lived intangible assets, amortization expense, 2025 | 16.1 | ||
Finite-lived intangible assets, amortization expense, 2026 | 14.3 | ||
Finite-lived intangible assets, amortization expense, 2027 | 12.4 | ||
Finite-lived intangible assets, amortization expense, 2028 | $ 11 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Balance | $ 99,409 | $ 99,409 |
Wholesale [Member] | ||
Goodwill [Line Items] | ||
Balance | 54,675 | 54,675 |
Retail [Member] | ||
Goodwill [Line Items] | ||
Balance | $ 44,734 | $ 44,734 |
Accrued Expenses And Other Lo_3
Accrued Expenses And Other Long-term Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Taxes other than income | $ 7,439 | $ 8,452 |
Capital expenditures and maintenance expenses | 3,366 | 4,402 |
Current portion of environmental liabilities | 3,394 | 3,011 |
Interest | 2,483 | 1,764 |
Equity compensation | 3,373 | 1,626 |
Professional fees | 988 | 393 |
Other | 2,631 | 3,496 |
Total accrued expenses and other current liabilities | $ 23,674 | $ 23,144 |
Accrued Expenses And Other Lo_4
Accrued Expenses And Other Long-term Liabilities - Schedule of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Credits and Other Liabilities [Abstract] | ||
Security deposits | $ 17,749 | $ 18,012 |
Deferred fuel supplier rebates (a) | 25,979 | 18,697 |
Environmental liabilities | 4,054 | 4,474 |
Purchase consideration payable (b) | 1,800 | 1,800 |
Other | 3,352 | 3,306 |
Total other long-term liabilities | $ 52,934 | $ 46,289 |
Accrued Expenses And Other Lo_5
Accrued Expenses And Other Long-term Liabilities - Additional Information (Detail) - Asset Retirement Obligation Costs [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Accrued Liabilities And Other Long Term Liabilities [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Asset retirement obligation, legally restricted assets, fair value | $ 0 |
Permanent closure of USTs, description | Environmental laws in the U.S. require the permanent closure of USTs within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located. |
Minimum [Member] | |
Accrued Liabilities And Other Long Term Liabilities [Line Items] | |
Permanent closure of USTs, period | 1 year |
Maximum [Member] | |
Accrued Liabilities And Other Long Term Liabilities [Line Items] | |
Permanent closure of USTs, period | 2 years |
Accrued Expenses And Other Lo_6
Accrued Expenses And Other Long-term Liabilities - Schedule of Rollforward of Our Asset Retirement Obligation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Retirement Obligation [Abstract] | ||
Balance at beginning of year | $ 46,810 | $ 45,749 |
Recognition of asset retirement obligations | 196 | 327 |
Changes in estimated cash flows or settlement dates | (334) | (195) |
Accretion | 2,039 | 1,149 |
Obligations settled | (802) | (220) |
Balance at end of year | 47,909 | 46,810 |
Current portion, included within accrued expenses and other current liabilities | 65 | 379 |
Asset retirement obligations | $ 47,844 | $ 46,431 |
Debt - Summary of Balances for
Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 11,064 | $ 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 | $ 767,064 | $ 779,071 |
Current portion | 3,083 | 11,151 |
Noncurrent portion | 763,981 | 767,920 |
Deferred financing costs, net | 10,101 | 6,282 |
Noncurrent portion, net of deferred financing costs | 753,880 | 761,638 |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 756,000 | 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) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 3,396 | |
2025 | 3,495 | |
2026 | 3,596 | |
2027 | 1,210 | |
2028 | 756,000 | |
Total future payments | 767,697 | |
Less impact of discounting | 633 | |
Total future principal payments | 767,064 | |
Current portion | 3,083 | $ 11,151 |
Long-term portion | 763,981 | |
Debt [Member] | ||
Debt Instrument [Line Items] | ||
2028 | 756,000 | |
Total future payments | 756,000 | |
Total future principal payments | 756,000 | |
Long-term portion | 756,000 | |
Finance Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
2024 | 3,396 | |
2025 | 3,495 | |
2026 | 3,596 | |
2027 | 1,210 | |
Total future payments | 11,697 | |
Less impact of discounting | 633 | |
Total future principal payments | 11,064 | |
Current portion | 3,083 | |
Long-term portion | $ 7,981 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 USD ($) | Apr. 01, 2019 USD ($) | May 31, 2012 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Site | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 164,500 | $ 164,500 | |||||||||
Other indebtedness | 763,981 | 763,981 | |||||||||
Deferred financing costs | $ 1,100 | ||||||||||
JKM Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit outstanding, amount | 4,500 | 4,500 | $ 4,600 | ||||||||
Finance Lease Obligations [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Other indebtedness | $ 7,981 | $ 7,981 | |||||||||
Weighted average discount rate, percent | 3.50% | 3.50% | 3.50% | ||||||||
Interest on finance lease obligation | $ 400 | $ 500 | $ 600 | ||||||||
Finance Lease Obligations [Member] | Getty Realty Corporation [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Lessee leasing arrangements, operating leases, term of contract | 15 years | ||||||||||
Lease extended period of lease | 20 years | ||||||||||
Number of gas stations leased | Site | 108 | ||||||||||
Finance lease, weighted average remaining lease term | 3 years 3 months 18 days | 3 years 3 months 18 days | |||||||||
Percentage increase annual fixed rent payments | 1.50% | ||||||||||
Minimum [Member] | Finance Lease Obligations [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage increase of fair value at lease inception exceeds total fair value real property | 25% | ||||||||||
CAPL Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 925,000 | $ 750,000 | |||||||||
Debt instrument, maturity date | Mar. 31, 2028 | Apr. 01, 2024 | |||||||||
Ability to increase line of credit facility, maximum borrowing capacity | $ 350,000 | ||||||||||
Line of credit facility financial covenants combined leverage ratio | 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% | ||||||||||
Other indebtedness | $ 45,000 | $ 45,000 | |||||||||
Monetary judgments exceeding | $ 45,000 | ||||||||||
CAPL Credit Facility [Member] | SOFR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 1% | ||||||||||
CAPL Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consolidated leverage ratio | 0.50% | ||||||||||
CAPL Credit Facility [Member] | Notes Payable to Banks [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, interest rate at period end | 4.90% | 4.90% | |||||||||
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] | |||||||||||
Commitment fee percentage | 0.45% | ||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | ||||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 5.25% | ||||||||||
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] | |||||||||||
Commitment fee percentage | 0.25% | ||||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% | ||||||||||
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 | 12 Months Ended | |||||||
Apr. 15, 2020 USD ($) Derivative | Mar. 26, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2023 Derivative | Apr. 30, 2023 Derivative | Apr. 04, 2023 | |
Derivative Instruments Gain Loss [Line Items] | ||||||||
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense | $ 8.2 | |||||||
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 | 6 | 6 | |||||
Net realized gain (loss) | $ 17 | $ 3.9 | $ (1) | |||||
One Interest Rate Swap [Member] | Maximum [Member] | ||||||||
Derivative Instruments Gain Loss [Line Items] | ||||||||
Fixed interest rate | 0.495% | |||||||
One Interest Rate Swap [Member] | Minimum [Member] | ||||||||
Derivative Instruments Gain Loss [Line Items] | ||||||||
Fixed interest rate | 0.4125% | |||||||
Other Interest Rate Swap [Member] | Maximum [Member] | ||||||||
Derivative Instruments Gain Loss [Line Items] | ||||||||
Fixed interest rate | 0.38% | |||||||
Other Interest Rate Swap [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) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2023 | |
Interest Rate Swap Contracts One [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Swap Type | Spot starting | ||
Notional amount | $ 50,000 | $ 50,000 | |
Fixed rate | 3.287% | 3.287% | |
Termination date | Mar. 30, 2028 | Mar. 30, 2028 | |
Interest Rate Swap Contracts Two [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Swap Type | Spot starting | ||
Notional amount | $ 100,000 | $ 100,000 | |
Fixed rate | 3.287% | 3.287% | |
Termination date | Mar. 31, 2028 | Mar. 31, 2028 | |
Interest Rate Swap Contracts Three [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Swap Type | Spot starting | ||
Notional amount | $ 50,000 | $ 50,000 | |
Fixed rate | 3.282% | 3.282% | |
Termination date | Apr. 08, 2028 | Apr. 08, 2028 | |
Interest Rate Swap Contracts Four [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Swap Type | Forward starting April 1, 2024 | ||
Notional amount | $ 100,000 | $ 100,000 | |
Fixed rate | 2.932% | 2.932% | |
Termination date | Apr. 01, 2028 | Apr. 01, 2028 | |
Interest Rate Swap Contracts Five [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Swap Type | Spot starting | ||
Notional amount | $ 80,000 | $ 80,000 | |
Fixed rate | 4.105% | 4.105% | |
Termination date | Mar. 31, 2028 | Mar. 31, 2028 | |
Interest Rate Swap Contracts Six [Member] | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative Swap Type | Spot starting | ||
Notional amount | $ 20,000 | $ 20,000 | |
Fixed rate | 4.121% | 4.121% | |
Termination date | Mar. 31, 2028 | Mar. 31, 2028 |
Interest Rate Swap Contracts _3
Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Parentetical) (Details) | Nov. 30, 2023 | Apr. 30, 2023 |
Interest Rate Swap Contracts Four [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Contract Starting Date | Apr. 01, 2024 | Apr. 01, 2024 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Store | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Operating Leases [Line Items] | |||
Non-cancelable operating leases obligation expiration period | 2041 | ||
Weighted average remaining lease term | 4 years 6 months | ||
Number of retail sites leased to third party | Store | 442 | ||
Variable lease payments | $ 4.6 | $ 4.4 | $ 4.2 |
Short-term lease payments | 0.2 | 0.2 | 0.1 |
Operating lease payments | $ 34 | $ 35 | 34.3 |
Weighted average discount rate | 5.80% | 6% | |
Number of company operated sites | Store | 127 | ||
Sublease rental income | $ 35.3 | $ 35.4 | $ 34.5 |
Lessor operating lease term of expiration | through 2037 | ||
Deferred rent income under lease agreement | $ 5 | $ 5.1 | |
Minimum [Member] | |||
Operating Leases [Line Items] | |||
Sublease contract term | 1 year | ||
Maximum [Member] | |||
Operating Leases [Line Items] | |||
Sublease contract term | 10 years |
Operating Leases - Schedule of
Operating Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases [Line Items] | |||
Operating Lease, Expense | $ 38,793 | $ 39,642 | $ 38,627 |
Cost of Sales [Member] | |||
Operating Leases [Line Items] | |||
Operating Lease, Expense | 22,338 | 23,457 | 23,765 |
Operating Expenses [Member] | |||
Operating Leases [Line Items] | |||
Operating Lease, Expense | 15,460 | 15,254 | 13,531 |
General and Administrative Expenses [Member] | |||
Operating Leases [Line Items] | |||
Operating Lease, Expense | $ 995 | $ 931 | $ 1,331 |
Operating Leases - Summary of F
Operating Leases - Summary of Future Minimum Rental Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessor, Lease, Description [Line Items] | ||
2024 | $ 35,948 | |
2025 | 33,875 | |
2026 | 30,905 | |
2027 | 25,155 | |
2028 | 20,188 | |
Thereafter | 38,095 | |
Total future payments | 184,166 | |
Less impact of discounting | 30,656 | |
Operating lease liability | 153,510 | |
Current portion | 34,787 | $ 35,345 |
Operating Lease, Liability, Noncurrent | 118,723 | $ 135,220 |
Third Parties | ||
Lessor, Lease, Description [Line Items] | ||
2024 | 25,796 | |
2025 | 23,565 | |
2026 | 20,510 | |
2027 | 16,202 | |
2028 | 11,806 | |
Thereafter | 28,745 | |
Total future payments | 126,624 | |
Related Parties | ||
Lessor, Lease, Description [Line Items] | ||
2024 | 10,152 | |
2025 | 10,310 | |
2026 | 10,395 | |
2027 | 8,953 | |
2028 | 8,382 | |
Thereafter | 9,350 | |
Total future payments | $ 57,542 |
Operating Leases - Schedule o_2
Operating Leases - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) - Non-Related Third Party [Member] $ in Thousands | Dec. 31, 2023 USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
2024 | $ 45,941 |
2025 | 38,157 |
2026 | 27,715 |
2027 | 18,232 |
2028 | 12,002 |
Thereafter | 13,143 |
Total future minimum lease payments | $ 155,190 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 15, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Accounts receivable | $ 31,185 | $ 30,825 | ||
Rental income | $ 82,331 | $ 84,106 | $ 83,182 | |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) | Operating Income (Loss) | Operating Income (Loss) | |
Rent expense | $ 38,793 | $ 39,642 | $ 38,627 | |
Accounts payable to related parties | 68,986 | 77,048 | ||
Cost of services | 4,003,995 | 4,591,653 | 3,302,306 | |
General and Administrative Expenses [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 995 | 931 | 1,331 | |
Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Partnership agreement effective date | Jan. 01, 2020 | |||
Cost and expenses incurred | 108,500 | 91,700 | 67,300 | |
Topper And Entities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable to related parties | 1,400 | 1,400 | ||
Cost of services | 2,600 | 2,000 | 2,200 | |
Topper Group [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 200 | 100 | 100 | |
Dividends cash | 30,800 | 30,700 | 34,700 | |
Topper Group [Member] | Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Right of termination prior written notice period | 180 days | |||
Accounts payable to related parties | 8,400 | 6,100 | ||
The General Partner [Member] | Omnibus Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Right of termination prior written notice period | 60 days | |||
John B. Reilly, III [Member] | ||||
Related Party Transaction [Line Items] | ||||
Dividends cash | 10,500 | 10,500 | 6,200 | |
Topper And Entities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts receivable | 400 | 700 | ||
Rental income | 50,700 | 74,200 | 58,000 | |
Rent expense | $ 10,300 | 10,000 | 9,300 | |
Percentage of rent payable under lease | 1.50% | |||
Lessor, Operating Lease, Existence of Option to Extend [true false] | true | |||
Operating lease description | there are four five-year renewal options under these leases. | |||
Operating lease renewal term | 5 years | |||
Accounts payable to related parties | $ 300 | 300 | ||
Merchandise costs | 20,800 | 21,100 | 19,700 | |
CST Brands Inc. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 1,000 | 900 | 1,300 | |
Company Affiliated with a Member of the Board [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cost of services related to public relations and website consulting | $ 100 | $ 100 | $ 100 |
Environmental Matters - Schedul
Environmental Matters - Schedule of Roll-forward of Our Environmental Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Environmental Exit Cost [Line Items] | ||
Balance at beginning of year | $ 46,810 | $ 45,749 |
Payments | (802) | (220) |
Balance at end of year | 47,909 | 46,810 |
Current portion, included within accrued expenses and other current liabilities | 65 | 379 |
Long-term portion, included within other long-term liabilities | 47,844 | 46,431 |
Environmental Restoration Costs [Member] | ||
Environmental Exit Cost [Line Items] | ||
Balance at beginning of year | 7,485 | 5,376 |
Provision for new environmental losses | 1,161 | 4,291 |
Changes in estimates for previously incurred losses | 2,028 | 33 |
Payments | (3,226) | (2,215) |
Balance at end of year | 7,448 | 7,485 |
Current portion, included within accrued expenses and other current liabilities | 3,394 | 3,011 |
Long-term portion, included within other long-term liabilities | $ 4,054 | $ 4,474 |
Environmental Matters - Additio
Environmental Matters - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Environmental Remediation Obligations [Abstract] | ||
Other Assets, Miscellaneous, Noncurrent | $ 5.3 | $ 5.2 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Volume Purchase Requirements (Details) gal in Thousands | 12 Months Ended |
Dec. 31, 2023 gal | |
Long-Term Commitment (Excluding Unconditional Purchase Obligation) [Abstract] | |
2024 | 652,623 |
2025 | 573,175 |
2026 | 566,363 |
2027 | 568,759 |
2028 | 503,178 |
Thereafter | 906,639 |
Total | 3,770,737 |
Preferred Membership Interests
Preferred Membership Interests - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 29, 2022 USD ($) Tradingday $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | |||
Accretion of preferred membership interests | $ 2,500 | $ 1,700 | |
Income tax distributions paid on preferred membership interests | $ 900 | ||
Series A Preferred Interest [Member] | |||
Class of Stock [Line Items] | |||
Preferred shares issued and sold | shares | 12,500 | ||
Investment agreement date | Mar. 29, 2022 | ||
Shares issued, price per share | $ / shares | $ 1,000 | ||
Aggregate purchase price of preferred interest | $ 25,000 | ||
Initial liquidation preference | $ 1,000 | ||
Percentage of preferred return at liquidation preference | 9% | ||
Preferred stock, participation rights | Prior to October 16, 2026, the Series A Preferred Interests will not be entitled to receive distributions, but the preferred return instead will accumulate solely by way of an increase in the liquidation preference of the Series A Preferred Interests. From and after October 16, 2026, the preferred return will be payable in cash, on a quarterly basis. The Series A Preferred Interests are subject to exchange (i) upon a liquidation or deemed liquidation event of Holdings, (ii) upon a change of control of the Partnership, (iii) from and after March 1, 2024, at the option of the Partnership and Holdings, and (iv) on March 31, 2029, if any Series A Preferred Interests remain outstanding on such date (each of (i) through (iv), an “exchange”). Upon an exchange of any Series A Preferred Interests, the holders thereof will surrender each such Series A Preferred Interest in exchange for an amount equal to the then-current liquidation preference of such Series A Preferred Interest plus any preferred return accrued and unpaid with respect to the period from and after October 16, 2026 (the “Exchange Price”). | ||
Preferred stock, convertible, conversion price | $ / shares | $ 23.74 | ||
Preferred Stock, Convertible, Conversion Ratio | 1.15 | ||
Number of trading days | Tradingday | 20 | ||
Investors [Member] | Series A Preferred Interest [Member] | |||
Class of Stock [Line Items] | |||
Percentage of common interests Holdings | 100% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2023 NonEmployeeDirector shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 23, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Maximum number of common units authorized | shares | 1,400,000 | 1,400,000 | 424,066 | |||
Accrual balance | $ 4 | $ 4 | $ 2.2 | |||
Phantom Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Phantom units granted | shares | 3,249 | 34,051 | ||||
Number of non-employee directors to whom Phantom Units are granted. | NonEmployeeDirector | 6 | |||||
Vesting rights description | 50% vest ratably over three years through December 31, 2026 and 50% vest upon the employee’s death, disability or retirement. | |||||
Vesting percentage | 50% | |||||
Remaining vesting rights percentage based upon employee's death, disability or retirement | 50% | |||||
Vesting period | 3 years | |||||
Performance Based Awards [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Performance-based awards with an initial target value | $ 0.9 | |||||
Percentage of performance-based awards are weighted for increase of funds flow from operations per unit | 65% | |||||
Percentage of Performance Based Awards for Leverage | 35% | |||||
Number of days the value of common units divided by volume weighted average closing price | 20 days | |||||
Performance Based Awards [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of payout value for both performance conditions interpolated on linear basis | 0% | |||||
Performance Based Awards [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of payout value for both performance conditions interpolated on linear basis | 200% | |||||
Partnership Equity-Based Awards [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based employee and directors compensation expense | $ 3 | $ 2.3 | $ 1.3 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-Based Award Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employees [Member] | Phantom Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Nonvested, Beginning balance | 85,554 | 72,033 |
Granted | 40,594 | 35,840 |
Forfeited | (2,779) | (10,201) |
Vested | (19,816) | (12,118) |
Nonvested, Ending balance | 103,553 | 85,554 |
Employees [Member] | Phantom Performance Awards [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Nonvested, Initial Target Value, Beginning balance | $ 2,330 | $ 1,673 |
Granted, Initial Target Value | 966 | 854 |
Forfeited, Initial Target Value | (197) | |
Nonvested, Initial Target Value, Ending balance | $ 3,296 | $ 2,330 |
Director [Member] | Phantom Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Nonvested, Beginning balance | 15,205 | 16,260 |
Granted | 20,470 | 15,205 |
Vested | (16,181) | (16,260) |
Nonvested, Ending balance | 19,494 | 15,205 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 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. Individual unitholders have different investment basis depending upon the timing and price at which they acquired their common units. Further, each unitholder’s tax accounting, which is partially dependent upon the unitholder’s tax position, differs from the accounting followed in the Partnership’s consolidated financial statements. Accordingly, the aggregate difference in the basis of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each unitholder’s tax attributes in the Partnership is not available to the Partnership.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 presented. | |
Unrecognized tax benefits | $ 0 | $ 0 |
Earliest Tax Year [Member] | Federal Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax year under examination | 2020 | |
Earliest Tax Year [Member] | State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax year under examination | 2020 | |
Latest Tax Year [Member] | Federal Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax year under examination | 2023 | |
Latest Tax Year [Member] | State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax year under examination | 2023 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Limited partnership percentage of non qualifying income to gross income | 10% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense Relatedto Net Income [Abstract] | |||
U.S. federal | $ 502 | $ 1,976 | $ 329 |
U.S. state | 451 | 491 | 207 |
Total current | 953 | 2,467 | 536 |
U.S. federal | 946 | (2,236) | (3,927) |
U.S. state | (626) | 483 | 166 |
Total deferred | 1,572 | (1,753) | (3,761) |
Total income tax expense (benefit) | $ 2,525 | $ 714 | $ (3,225) |
Income Taxes - Schedule of Diff
Income Taxes - Schedule of Difference Between Actual Income Tax Provision and Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes Differencebetweenthe Actual Income Tax Provisionand Income Taxes [Abstract] | |||
Consolidated income from continuing operations before income taxes - all domestic | $ 45,117 | $ 64,410 | $ 18,429 |
Income from continuing operations before income taxes of non-taxable entities | (34,797) | (65,466) | (37,072) |
Income (loss) from continuing operations before income taxes of corporate entities | 10,320 | (1,056) | (18,643) |
Federal income tax expense (benefit) at statutory rate | 2,167 | (222) | (3,915) |
Increase (decrease) due to: | |||
State income taxes, net of federal income tax benefit | 421 | 974 | 372 |
Other | (63) | (38) | 318 |
Total income tax expense (benefit) | $ 2,525 | $ 714 | $ (3,225) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred income tax assets: | |||
Operating and finance lease obligations | $ 29,193 | $ 33,318 | |
Asset retirement obligations | 11,045 | 10,745 | |
Intangible assets | 7,887 | 8,505 | |
Net operating losses | [1] | 5,331 | 5,913 |
Other assets and liabilities | 7,394 | 6,678 | |
Total deferred income tax assets | 60,850 | 65,159 | |
Deferred income tax liabilities: | |||
Deferred rent income | 841 | 855 | |
Property and equipment | 46,223 | 45,440 | |
Right-of-use assets | 25,946 | 29,452 | |
Total deferred income tax liabilities | 73,010 | 75,747 | |
Net deferred income tax liabilities | $ 12,160 | $ 10,588 | |
[1] Includes a federal deferred tax asset of $ 3.7 million related to a $ 16.7 million federal net operating loss that has no expiration. |
Income Taxes - Components of _2
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Parenthetical) (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Components of Deferred Tax Assets and Liabilities [Abstract] | |
Federal deferred tax asset | $ 3.7 |
Federal net operating loss that has no expiration | $ 16.7 |
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 Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | ||||
Distributions paid on common units | $ 79,712 | $ 79,625 | $ 79,552 | |
Allocation of distributions in excess of net income | (39,608) | (17,655) | (57,898) | |
Limited partners’ interest in net income - basic and diluted | $ 40,104 | $ 61,970 | $ 21,654 | |
Denominator: | ||||
Weighted average common units outstanding - basic | 37,957,727 | 37,916,829 | 37,880,910 | |
Adjustment for phantom and phantom performance units | [1] | 161,734 | 142,945 | 3,214 |
Weighted average common units outstanding - diluted | 38,119,461 | 38,059,774 | 37,884,124 | |
Net income per common unit - basic | $ 1.06 | $ 1.63 | $ 0.57 | |
Net income per common unit - diluted | 1.05 | 1.63 | 0.57 | |
Distributions paid per common unit | 2.1000 | 2.1000 | 2.1000 | |
Distributions declared (with respect to each respective period) per common unit | $ 2.1000 | $ 2.1000 | $ 2.1000 | |
[1] For 2023 and 2022, 1,203,481 and 835,551 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit for 2023 and 2022, respectively, because including them would have been antidilutive. |
Net Income Per Limited Partne_3
Net Income Per Limited Partner Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,203,481 | 835,551 |
Net Income Per Limited Partne_4
Net Income Per Limited Partner Unit - Quarterly Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Partnership Distributions [Abstract] | |||||
Record Date | Feb. 02, 2024 | Nov. 03, 2023 | Aug. 04, 2023 | May 03, 2023 | Feb. 03, 2023 |
Payment Date | Feb. 09, 2024 | Nov. 10, 2023 | Aug. 11, 2023 | May 10, 2023 | Feb. 10, 2023 |
Cash Distribution (per unit) | $ 0.5250 | $ 0.5250 | $ 0.5250 | $ 0.5250 | $ 0.5250 |
Cash Distribution (in thousands) | $ 19,941 | $ 19,935 | $ 19,934 | $ 19,925 | $ 19,918 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment Site | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | Segment | 2 | ||
Number of converted operated sites to dealer operated sites | Site | 37 | ||
Contract costs, unamortized balance | $ 10 | $ 10.9 | |
Contract costs, amortization against operating revenues | $ 1.9 | $ 1.7 | $ 1.5 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 4,386,263 | $ 4,967,424 | $ 3,579,259 |
Rental income | 82,331 | 84,106 | 83,182 |
Operating income (loss) | 88,070 | 96,006 | 36,129 |
Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,966,956 | 4,584,064 | 3,274,074 |
Food and Merchandise Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 315,957 | 280,191 | 209,123 |
Other Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 21,019 | 19,063 | 12,880 |
Unallocated [Member] | |||
Segment Reporting Information [Line Items] | |||
Operating income (loss) | (99,452) | (105,057) | (106,745) |
Wholesale | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,290,051 | 2,690,089 | 2,143,249 |
Rental income | 69,693 | 71,322 | 71,536 |
Operating income (loss) | 90,813 | 93,667 | 86,772 |
Wholesale | Operating Segments [Member] | Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,215,110 | 2,612,258 | 2,067,992 |
Wholesale | Operating Segments [Member] | Other Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 5,248 | 6,509 | 3,721 |
Retail [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,096,212 | 2,277,335 | 1,436,010 |
Rental income | 12,638 | 12,784 | 11,646 |
Operating income (loss) | 96,709 | 107,396 | 56,102 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,751,846 | 1,971,806 | 1,206,082 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 315,957 | 280,191 | 209,123 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 15,771 | $ 12,554 | $ 9,159 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 31,622 | $ 31,568 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 28,467 | 28,959 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 3,155 | $ 2,609 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Decrease (increase): | |||
Accounts receivable | $ 124 | $ 840 | $ (5,336) |
Accounts receivable from related parties | 306 | 406 | (218) |
Inventories | (5,037) | (873) | (10,307) |
Other current assets | (3,193) | 3,471 | 390 |
Other assets | (580) | (137) | (2,385) |
Increase (decrease): | |||
Accounts payable | (8,589) | 9,271 | 2,727 |
Accounts payable to related parties | 2,157 | (38) | 1,999 |
Accrued expenses and other current liabilities | (805) | 1,012 | (1,378) |
Motor fuel and taxes payable | (427) | (1,772) | 2,850 |
Other long-term liabilities | 10,184 | 2,398 | 9,992 |
Changes in operating assets and liabilities, net of acquisitions | $ (5,860) | $ 14,578 | $ (1,666) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $ 40,051 | $ 29,030 | $ 16,196 |
Cash paid (refunded) for income taxes, net | $ 2,853 | $ (3,171) | $ 331 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Supplemental Cash Flow [Line Items] | |||
Accrued capital expenditures | $ 1,803 | $ 2,320 | $ 2,048 |
Lease liabilities arising from obtaining right-of-use assets | 12,697 | 23,997 | $ 30,460 |
Accretion of preferred membership interests | 2,488 | $ 1,726 | |
Assets acquired with proceeds from Section 1031 exchanges | $ 3,812 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Applegreen Purchase Agreement [Member] - Applegreen Acquisition [Member] $ in Millions | 12 Months Ended | |
Jan. 26, 2024 USD ($) Location | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||
Option to extend, description | The terms of the Partnership’s existing leases with Applegreen Midwest, LLC and Applegreen Florida, LLC can be extended to 2049 and 2048, respectively, including all renewal options. | |
Option to extend | true | |
Option to terminate, description | The termination of the existing lease agreements pursuant to the Applegreen Purchase Agreement is contemplated to occur during the first and second quarters of 2024 and is subject to customary closing conditions. In addition, the Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other. | |
Option to terminate | true | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Number of locations | Location | 59 | |
Total consideration | $ | $ 16.9 |