Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | CROSSAMERICA PARTNERS LP | ||
Entity Central Index Key | 0001538849 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
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 | $ 350.7 | ||
Entity Common Stock, Shares Outstanding | 37,896,556 | ||
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 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Arlington, Virginia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 7,648 | $ 513 |
Accounts receivable, net of allowances of $458 and $429, respectively | 33,331 | 28,519 |
Accounts receivable from related parties | 1,149 | 931 |
Inventory | 46,100 | 23,253 |
Assets held for sale | 4,907 | 9,898 |
Other current assets | 13,180 | 11,707 |
Total current assets | 106,315 | 74,821 |
Property and equipment, net | 755,454 | 570,856 |
Right-of-use assets, net | 169,333 | 167,860 |
Intangible assets, net | 114,187 | 92,912 |
Goodwill | 100,464 | 88,764 |
Other assets | 24,389 | 19,129 |
Total assets | 1,270,142 | 1,014,342 |
Current liabilities: | ||
Current portion of debt and finance lease obligations | 10,939 | 2,631 |
Current portion of operating lease obligations | 34,832 | 31,958 |
Accounts payable | 67,173 | 63,978 |
Accounts payable to related parties | 7,679 | 5,379 |
Accrued expenses and other current liabilities | 20,682 | 23,267 |
Motor fuel and sales taxes payable | 22,585 | 19,735 |
Total current liabilities | 163,890 | 146,948 |
Debt and finance lease obligations, less current portion | 810,635 | 527,299 |
Operating lease obligations, less current portion | 140,149 | 141,380 |
Deferred tax liabilities, net | 12,341 | 15,022 |
Asset retirement obligations | 45,366 | 41,450 |
Other long-term liabilities | 41,203 | 32,575 |
Total liabilities | 1,213,584 | 904,674 |
Commitments and contingencies | ||
Common units—37,896,556 and 37,868,046 units issued and outstanding at December 31, 2021 and 2020, respectively | 53,528 | 112,124 |
Accumulated other comprehensive income (loss) | 3,030 | (2,456) |
Total equity | 56,558 | 109,668 |
Total liabilities and equity | $ 1,270,142 | $ 1,014,342 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Account receivable allowance | $ 458 | $ 429 |
Shares issued | 37,896,556 | 37,868,046 |
Shares outstanding | 37,896,556 | 37,868,046 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Operating revenues | $ 3,579,259 | $ 1,932,323 | $ 2,149,429 |
Cost of sales | 3,302,306 | 1,720,196 | 1,994,792 |
Gross profit | 276,953 | 212,127 | 154,637 |
Income from CST Fuel Supply equity interests | 3,202 | 14,768 | |
Operating expenses: | |||
Operating expenses | 134,079 | 90,928 | 52,554 |
General and administrative expenses | 30,930 | 20,991 | 16,849 |
Depreciation, amortization and accretion expense | 77,852 | 68,742 | 55,032 |
Total operating expenses | 242,861 | 180,661 | 124,435 |
Gain (loss) on dispositions and lease terminations, net | 2,037 | 80,924 | (1,648) |
Operating income | 36,129 | 115,592 | 43,322 |
Other income, net | 544 | 503 | 524 |
Interest expense | (18,244) | (16,587) | (27,000) |
Income before income taxes | 18,429 | 99,508 | 16,846 |
Income tax benefit | (3,225) | (7,948) | (1,230) |
Net income | 21,654 | 107,456 | 18,076 |
IDR distributions | (133) | (533) | |
Net income available to limited partners | $ 21,654 | $ 107,323 | $ 17,543 |
Basic and diluted earnings per common unit | $ 0.57 | $ 2.87 | $ 0.51 |
Weighted-average limited partner units: | |||
Basic common units | 37,880,910 | 37,369,487 | 34,454,369 |
Diluted common units | 37,884,124 | 37,369,487 | 34,484,801 |
Supplemental information: | |||
(a) Includes excise taxes of: | $ 228,764 | $ 141,429 | $ 78,004 |
(a) Includes rent income of: | 83,182 | 83,233 | 90,139 |
(b) excludes depreciation, amortization and accretion and includes rent expense of: | 23,765 | 25,214 | 27,493 |
(c) Includes rent expense of: | $ 13,531 | $ 9,067 | $ 379 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 21,654 | $ 107,456 | $ 18,076 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, amortization and accretion expense | 77,852 | 68,742 | 55,032 |
Amortization of deferred financing costs | 1,862 | 1,042 | 1,027 |
Credit loss expense | 253 | 1,210 | 362 |
Deferred income tax (benefit) expense | (3,761) | (4,436) | 3,569 |
Equity-based employee and director compensation expense | 1,311 | 172 | 1,246 |
(Gain) loss on dispositions and lease terminations, net | (2,037) | (88,912) | 1,648 |
Changes in operating assets and liabilities, net of acquisitions | (1,666) | 19,210 | (8,633) |
Net cash provided by operating activities | 95,468 | 104,484 | 72,327 |
Cash flows from investing activities: | |||
Principal payments received on notes receivable | 793 | 974 | 1,098 |
Proceeds from sale of assets | 15,359 | 21,729 | 4,856 |
Capital expenditures | (41,859) | (37,057) | (24,611) |
Cash paid in connection with acquisitions, net of cash acquired | (272,983) | (28,244) | |
Net cash used in investing activities | (298,690) | (19,549) | (15,509) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 194,895 | 106,180 | 114,300 |
Repayments on revolving credit facilities | (77,500) | (112,000) | (93,300) |
Borrowing under the Term Loan Facility | 182,460 | ||
Payments of finance lease obligations | (2,604) | (2,458) | (2,297) |
Payment of deferred financing costs | (7,201) | (3,972) | |
Distributions paid on distribution equivalent rights | (141) | (40) | (86) |
Distributions paid to holders of the IDRs | (133) | (533) | |
Distributions paid on common units | (79,552) | (77,751) | (72,341) |
Net cash provided by (used in) financing activities | 210,357 | (86,202) | (58,229) |
Net increase (decrease) in cash and cash equivalents | 7,135 | (1,267) | (1,411) |
Cash and cash equivalents at beginning of period | 513 | 1,780 | 3,191 |
Cash and cash equivalents at end of period | $ 7,648 | 513 | 1,780 |
Circle K Stores Inc. [Member] | |||
Cash flows from investing activities: | |||
Proceeds from sale of assets to Circle K | $ 23,049 | $ 3,148 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands | Total | Common units-public [Member] | Incentive Distributions Rights [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2018 | $ 110,933 | $ 110,933 | ||
Balance, Common Units at Dec. 31, 2018 | 34,444,113 | |||
Net income (loss) and comprehensive income (loss) | 18,076 | $ 17,543 | $ 533 | |
Other comprehensive Income (loss) | ||||
Vesting of incentive, director and equity awards, net of units withheld for taxes | 862 | $ 862 | ||
Vesting of incentive, director and equity awards, net of units withheld for taxes, Units | 50,328 | |||
Transition adjustment upon adoption of ASC 842, net of tax | 28,896 | $ 28,896 | ||
Asset exchange with Circle K, net of tax | (7,410) | (7,410) | ||
Distributions paid | (72,960) | (72,427) | (533) | |
Balance at Dec. 31, 2019 | 78,397 | $ 78,397 | ||
Balance, Common Units at Dec. 31, 2019 | 34,494,441 | |||
Net income (loss) and comprehensive income (loss) | 107,456 | $ 107,323 | 133 | |
Other comprehensive Income (loss) | ||||
Unrealized gain (loss) on interest rate swap contracts | (2,859) | $ (2,859) | ||
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 403 | 403 | ||
Total other comprehensive income (loss) | (2,456) | (2,456) | ||
Comprehensive income (loss) | 105,000 | $ 107,323 | 133 | (2,456) |
Issuance of units to the Topper Group in connection with the Equity Restructuring Agreement, Units | 2,528,673 | |||
Acquisition of assets from entities under common control, net of fair value of common units issued | 4,169 | $ 4,169 | ||
Acquisition of assets from entities under common control, net of fair value of common units issued | 842,891 | |||
Vesting of incentive, director and equity awards, net of units withheld for taxes | 26 | $ 26 | ||
Vesting of incentive, director and equity awards, net of units withheld for taxes, Units | 2,041 | |||
Distributions paid | (77,924) | $ (77,791) | $ (133) | |
Balance at Dec. 31, 2020 | 109,668 | $ 112,124 | (2,456) | |
Balance, Common Units at Dec. 31, 2020 | 37,868,046 | |||
Net income (loss) and comprehensive income (loss) | 21,654 | $ 21,654 | ||
Other comprehensive Income (loss) | ||||
Unrealized gain (loss) on interest rate swap contracts | 4,466 | 4,466 | ||
Realized loss 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 2020 Bonus Plan | 126 | $ 126 | ||
Issuance of units related to 2020 Bonus Plan, Units | 6,822 | |||
Tax effect from intra-entity transfer of assets | (1,094) | $ (1,094) | ||
Vesting of incentive, director and equity awards, net of units withheld for taxes | 411 | $ 411 | ||
Vesting of incentive, director and equity awards, net of units withheld for taxes, 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 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. DESCRIPTION OF BUSINESS Purchase of the General Partner by the Topper Group On November 19, 2019, subsidiaries of DMP purchased from subsidiaries of Circle K: 1) 100% of the membership interests in the sole member of the General Partner; 2) 100% of the IDRs issued by the Partnership; and 3) an aggregate of 7,486,131 common units of the Partnership. Through its control of DMP, 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 24, 2022, the Topper Group has beneficial ownership of a 38.5% limited partner interest in the Partnership. Description of Business Our business consists of: • the wholesale distribution of motor fuels; • the owning or leasing of retail sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the retail sites; • the retail sale of motor fuels to end customers at retail sites operated by commission agents and, since April 14, 2020, ourselves; and • since April 14, 2020, the operation of retail sites, including the sale of convenience merchandise to end customers. We had no company operated sites from September 30, 2019 through April 14, 2020. The financial statements reflect the consolidated results of the Partnership and its wholly owned subsidiaries. Our primary operations are conducted by the following consolidated wholly owned subsidiaries: • LGW 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 rental 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 sells motor fuel on a retail basis at sites operated by commission agents. Since our acquisition of retail and wholesale assets that closed on April 14, 2020, LGWS also sells motor fuels on a retail basis and sells convenience merchandise items to end customers at company operated retail sites. 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 our company operated sites that we recently acquired from 7-Eleven. 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, 2021 | |
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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. Cash and Cash Equivalents We consider all short-term investments with 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. We have not experienced any losses on our cash equivalents. 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. We review all accounts receivable balances on at least a quarterly basis. 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. Retail site 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 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 8 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 retail 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 retail 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. The class of customer and gross margins are sufficiently different between these two businesses to warrant two reportable segments. See Note 22 for additional information. 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 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 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 6 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 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 retail 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 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 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 12 and 14 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. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance, such as the accounting for a franchise tax (or similar tax) that is partially based on income. This standard was effective January 1, 2021 for the Partnership. The impact of adopting this guidance was not material. 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 financial statements in the future. Earnings per Common Unit In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Partnership Agreement. Net income per common unit applicable to limited partners is computed by dividing the limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common units. See Note 21 for disclosure regarding the elimination of the IDRs, which closed on February 6, 2020. Interest Rate Swap Contracts Commencing in March 2020, the Partnership started to use interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivative instruments as either assets or liabilities on the 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 in other current assets and accrued expenses and other current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded in other assets or other long-term liabilities. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the statements of cash flows, consistent with the classification of the hedged interest payments on our CAPL Credit Facility. See Note 13 for information related to our interest rate swap contracts. Concentration Risks For 2021, 2020 and 2019, approximately 12%, 12% and 10% of our rent income was from one multi-site operator, respectively. In 2021, our wholesale business purchased approximately 37%, 22%, 11% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. In 2020, our wholesale business purchased approximately 29%, 22%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. In 2019, our wholesale business purchased approximately 26%, 22%, 15% and 12% of its motor fuel from ExxonMobil, BP, Circle K and Motiva, respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during 2021, 2020 or 2019. Approximately 15%, 16% and 15% of our motor fuel gallons sold was delivered by one carrier for 2021, 2020 and 2019, respectively. COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that have reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continued to recover in 2021, we cannot predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions. |
Acquisition of Assets From 7-El
Acquisition of Assets From 7-Eleven | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition of Assets From 7-Eleven | Note 3. ACQUISITION OF ASSETS FROM 7-ELEVEN On April 28, 2021, certain newly formed subsidiaries of CrossAmerica, including Joe’s Kwik Marts (collectively, “Buyer”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”), pursuant to which Buyer agreed to purchase certain assets related to the ownership and operations of 106 company operated sites (90 fee; 16 leased) located in the Mid-Atlantic and Northeast regions of the U.S. (collectively, the “Properties”) for an aggregate purchase price of $263.0 million, excluding working capital and subject to adjustment in accordance with the terms of the Asset Purchase Agreement. The assets sold by 7-Eleven were part of a divestiture process in connection with its previously announced acquisition of the Speedway business from Marathon Petroleum Corporation. The assets purchased by Buyer include real property and leasehold rights to the Properties, and all inventory and other assets located at the Properties, other than specific excluded assets, such as rights to intellectual property or rights with respect to “7-Eleven” or “Speedway” branding. Substantially all of the sites purchased were operated under the Speedway brand, and all sites were rebranded in connection with the closing of such site pursuant to the Asset Purchase Agreement. Buyer also assumed certain specified liabilities associated with the assets. Starting in late June 2021, Buyer closed on the acquisition of the Properties on a rolling basis of generally ten sites per week. Through December 31, 2021, Buyer consummated Inventories $ 12,654 Other current assets 1,527 Property and equipment 210,693 Right-of-use assets 10,380 Goodwill 11,700 Intangible assets 40,998 Total assets $ 287,952 Current portion of operating lease obligations 1,802 Accrued expenses and other current liabilities 773 Operating lease obligations, less current portion 8,579 Asset retirement obligations 3,815 Total liabilities $ 14,969 Total consideration, net of cash acquired $ 272,983 In February 2022, we closed on the final three Properties for a purchase price of $3.6 million, a portion of which will be paid on or prior to February 8, 2027. The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort. The fair value of land was based on a market approach. The value of buildings and equipment was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and five to 30 years for equipment . The fair value of the wholesale fuel distribution rights included in intangible assets was based on an income approach. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years. The fair value of goodwill represents expected synergies from combining operations, intangible assets that do not qualify for separate recognition, and other factors. All goodwill is anticipated to be deductible for tax purposes. Management continues to review the valuation and is confirming the result to determine the final purchase price allocation. Given the final three sites closed in February 2022, we anticipate finalizing purchase accounting during the first half of 2022. We funded these transactions primarily through the new JKM Credit Facility further described in Note 12 as well as undrawn capacity under our existing revolving credit facility and cash on hand. A ggregate incremental revenues since the closing of the Properties included in CrossAmerica’s statement of operations were $222.4 million for 2021. Our pro forma results (unaudited), giving effect to the acquisition and assuming an acquisition date of January 1, 2020, would have been (in thousands): For the Year Ended December 31, 2021 2020 Revenues $ 3,954,444 $ 2,381,663 Net income 32,189 140,564 Such pro forma results are based on historical results of the Partnership, the historical results of the assets acquired or to be acquired from 7-Eleven as they occurred under the ownership of 7-Eleven or Marathon Petroleum Corporation and certain pro forma adjustments relating to acquisition costs, interest expense and income taxes. See our Current Report on Form 8-K/A filed on November 3, 2021, for additional information. |
Prior Year Acquisitions
Prior Year Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Prior Year Acquisitions | Note 4. PRIOR YEAR ACQUISITIONS We completed six tranches of the asset exchange with Circle K on May 21, 2019, September 5, 2019, February 25, 2020, April 7, 2020, May 5, 2020 and September 15, 2020. With the closing of the sixth tranche, the transactions contemplated under the Asset Exchange Agreement we entered into with Circle K on December 17, 2018 (“Asset Exchange Agreement”) were concluded. Through these transactions, we acquired 191 sites in exchange for the real property at 56 sites as well as 17 sites previously owned and operated by the Partnership. Although we no longer collect rent from the sites divested in these transactions, we continue to distribute fuel to them on a wholesale basis. Effective March 25, 2020, we closed on the CST Fuel Supply Exchange. Through this transaction, we acquired 33 sites, wholesale fuel supply to 331 additional sites and $14.1 million in proceeds in exchange for our investment in CST Fuel Supply. On April 14, 2020, we closed on the acquisition of retail and wholesale assets. Through these transactions, we expanded the retail operations of the Partnership by 169 sites (154 company operated sites and 15 commission sites) through a combination of (1) entering into new leasing arrangements with related parties as the lessee for 62 sites and (2) terminating contracts where we were previously the lessor and fuel supplier under dealer arrangements for 107 sites that then became company operated sites. As a result of closing on these transactions, we expanded our wholesale fuel distribution by 110 sites, including 53 third-party wholesale dealer contracts, and supply of the 62 newly leased sites. Purchase accounting for these prior year acquisitions was finalized during 2020. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 5. ASSETS HELD FOR SALE We have classified 12 and 25 sites as held for sale at December 31, 2021 and 2020, respectively, which are expected to be sold within one year of such classification December 31, 2021 2020 Land $ 3,042 $ 7,889 Buildings and site improvements 2,231 2,784 Equipment 939 1,152 Total 6,212 11,825 Less accumulated depreciation (1,305 ) (1,927 ) Assets held for sale $ 4,907 $ 9,898 The Partnership has continued to focus on divesting lower performing assets. During 2021, we sold 32 properties for $14.0 million in proceeds, resulting in a net gain of $4.1 million. During 2020, we sold 33 properties for $21.2 million in proceeds, resulting in a net gain of $6.4 million. During 2019, we sold eight properties for $3.9 million, resulting in a net gain of $1.4 million. See Note 8 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Receivables | Note 6. RECEIVABLES Changes in the allowance for doubtful accounts consisted of the following Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 429 $ 557 $ 607 Increase in allowance charged to expense 253 1,210 362 Accounts charged against the allowance, net of recoveries (224 ) (1,338 ) (412 ) Balance at end of year $ 458 $ 429 $ 557 Notes receivable from lessee dealers totaled $0.5 million and $1.3 million at December 31, 2021 and 2020, respectively, and are included in other current assets and other noncurrent assets on the consolidated balance sheets. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7. INVENTORIES Inventories December 31, 2021 2020 Retail site merchandise $ 22,518 $ 11,969 Motor fuel 23,582 11,284 Inventories $ 46,100 $ 23,253 See Note 3 regarding our acquisition of certain assets from 7-Eleven. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 8. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Land $ 321,813 $ 241,585 Buildings and site improvements 358,335 284,593 Leasehold improvements 13,437 10,684 Equipment 314,393 236,420 Construction in progress 9,457 15,919 Property and equipment, at cost 1,017,435 789,201 Accumulated depreciation and amortization (261,981 ) (218,345 ) Property and equipment, net $ 755,454 $ 570,856 See Note 3 regarding our acquisition of certain assets from 7-Eleven. Approximately $454 million of property and equipment, net was held for leasing purposes at December 31, 2021. As discussed in Note 12, 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 $9.2 million and $11.7 million at December 31, 2021 and 2020, respectively, net of accumulated amortization. Amortization of this right-of-use asset is included in depreciation, amortization and accretion expense on the statements of income and amounted to $2.1 million, $2.2 million and $2.3 million in 2021, 2020 and 2019, respectively. Depreciation expense, including amortization of assets recorded under finance lease obligations, was approximately $56.1 million, $51.3 million and $42.8 million for 2021, 2020 and 2019, respectively. Included in these amounts are impairment charges primarily related to sites classified within assets held for sale totaling $7.7 million, $9.1 million and $4.5 million during 2021, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 9. Intangible assets consisted of the following (in thousands): December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 212,194 $ (99,124 ) $ 113,070 $ 187,643 $ (95,694 ) $ 91,949 Trademarks/licenses 2,208 (1,174 ) 1,034 1,898 (1,115 ) 783 Covenant not to compete 450 (367 ) 83 4,552 (4,372 ) 180 Total intangible assets $ 214,852 $ (100,665 ) $ 114,187 $ 194,093 $ (101,181 ) $ 92,912 See Note 3 regarding our acquisition of certain assets from 7-Eleven. Amortization expense was $20.0 million, $16.1 million and $10.9 million |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill [Abstract] | |
Goodwill | Note 10. GOODWILL Changes in goodwill during 2021 consisted of the following (in thousands): Wholesale Segment Retail Segment Consolidated Balance at December 31, 2019 and 2020 $ 74,138 $ 14,626 $ 88,764 Acquisition 8,190 3,510 11,700 Balance at December 31, 2021 $ 82,328 $ 18,136 $ 100,464 See Note 3 regarding our acquisition of certain assets from 7-Eleven. |
Accrued Expenses And Other Long
Accrued Expenses And Other Long-term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expensesand Other Long Term Liabilities [Abstract] | |
Accrued Expenses And Other Long-term Liabilities | Note 11. ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Taxes other than income $ 8,661 $ 9,117 Capital expenditures and maintenance expenses 3,299 5,598 Current portion of environmental liabilities 2,419 1,710 Current portion of interest rate swap contracts — 1,028 Professional fees 1,115 916 Interest 723 537 Other 4,465 4,361 Total accrued expenses and other current liabilities $ 20,682 $ 23,267 Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Security deposits $ 17,749 $ 17,417 Deferred fuel supplier rebates 17,038 9,328 Environmental liabilities 2,957 2,204 Interest rate swap contracts, less current portion — 1,427 Other 3,459 2,199 Total other long-term liabilities $ 41,203 $ 32,575 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 retail 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 retail 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 rollforward of our asset retirement obligation is below (in thousands): December 31, 2021 2020 Balance at beginning of year $ 41,767 $ 35,777 Recognition of asset retirement obligations 3,840 5,997 Changes in estimated cash flows or settlement dates (191 ) (1,086 ) Accretion 1,762 1,394 Obligations settled (1,429 ) (315 ) Balance at end of year 45,749 41,767 Current portion, included within accrued expenses and other current liabilities 383 317 Long-term portion $ 45,366 $ 41,450 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 12. DEBT Our balances for long-term debt and finance lease obligations are as follows (in thousands): December 31, 2021 2020 CAPL Credit Facility $ 630,575 $ 513,180 JKM Credit Facility 182,460 — Finance lease obligations 16,809 20,007 Total debt and finance lease obligations 829,844 533,187 Current portion 10,939 2,631 Noncurrent portion 818,905 530,556 Deferred financing costs, net 8,270 3,257 Noncurrent portion, net of deferred financing costs $ 810,635 $ 527,299 As of December 31, 2021, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands): Debt Finance Lease Obligations Total 2022 $ 8,211 $ 3,230 $ 11,441 2023 10,948 3,328 14,276 2024 641,523 3,427 644,950 2025 10,948 3,527 14,475 2026 141,405 3,629 145,034 Thereafter — 1,221 1,221 Total future payments 813,035 18,362 831,397 Less impact of discounting — 1,553 1,553 Total future principal payments 813,035 16,809 829,844 Current portion 8,211 2,728 10,939 Long-term portion $ 804,824 $ 14,081 $ 818,905 CAPL Credit Facility The CAPL Credit Facility is a $750 million senior secured revolving credit facility, maturing in April 2024 We also have 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 base rate margin. Standby letters of credit are permissible under the CAPL Credit Facility up to an aggregate amount of $65.0 million. Standby letters of credit are subject to a 0.125% fronting fee and other customary administrative charges. Standby letters of credit will accrue a fee at a rate based on the applicable margin of LIBOR loans. Our CAPL Credit Facility is secured by substantially all of our assets, including our equity interest in an indirect wholly-owned subsidiary of CrossAmerica and the sole member of CAPL JKM Partners LLC The CAPL Credit Facility prohibits us from making cash distributions to our unitholders if any event of default occurs or would result from the distribution. On July 28 , 2021 For quarters beginning with the quarter ended September 30, 2022, the maximum level for the consolidated leverage ratio financial covenant is increased to 5.50 to 1.00 for the quarter during a specified acquisition period (as defined in the CAPL Credit Facility). Upon the occurrence of a qualified note offering (as defined in the CAPL Credit Facility), the consolidated leverage ratio when not in a specified acquisition period is increased to 5.25 to 1.00, while the specified acquisition period threshold remains 5.50 to 1.00. Upon the occurrence of a qualified note offering, we are also required to maintain a consolidated senior secured leverage ratio (as defined in the 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. We are also required to maintain a consolidated interest coverage ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00. These financial covenants and other covenants may restrict or limit our ability to make distributions, incur additional indebtedness, make certain capital expenditures or dispose of assets in excess of specified levels, among other restrictions. We were in compliance with our financial covenants at December 31, 2021. In addition, we incur a commitment fee based on the unused portion of the CAPL Credit Facility at a rate ranging from 0.25% to 0.50% per annum depending on our consolidated leverage ratio. Taking the interest rate swap contracts described in Note 13 into account, our effective interest rate on our CAPL Credit Facility at December 31, 2021 was 2.8% (our applicable margin was 2.50% as of December 31, 2021). Letters of credit outstanding at December 31, 2021 and December 31, 2020 totaled $4.0 million. The amount of availability under the CAPL Credit Facility at December 31, 2021, after taking into consideration debt covenant restrictions, was $112.7 million. JKM Credit Facility On July 16, 2021, CAPL JKM Partners LLC (“Borrower”), an indirect wholly-owned subsidiary of CrossAmerica, entered into a Credit Agreement, as amended on July 29, 2021 (the “JKM Credit Facility”) among Borrower, Holdings, Borrower, and Manufacturers and Traders Trust Company, as administrative agent, swingline lender and issuing bank. The JKM Credit Facility provides for a $200 million senior secured credit facility, consisting of a $185 million delayed draw term loan facility (the “Term Loan Facility”) and a $15 million revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility permits up to $7.5 million of swingline borrowings and $5.0 million in letters of credit. The interest rate applicable to loans outstanding under the JKM Credit Facility is equal to, at Borrower’s option, either (i) a base rate plus a margin (which will be determined based on Borrower’s consolidated leverage ratio) ranging from 0.50% to 1.50% per annum or (ii) LIBOR plus a margin (which will also be determined based on Borrower’s consolidated leverage ratio) ranging from 1.50% to 2.50% per annum. The Term Loan Facility will amortize in equal quarterly installments equal to 1.50% of the unpaid principal amount of the Term Loan Facility, with the first payment due April 1, 2022 and the balance payable on the maturity date of the Term Loan Facility. L etters of credit are subject to a 0.125% fronting fee and other customary administrative charges. Standby letters of credit accrue a fee at a rate based on the applicable margin of LIBOR loans. In addition, beginning in October 2021, a commitment fee was charged based on the unused portion of the JKM Credit Facility at a rate ranging from 0.25% to 0.375% per annum depending on Borrower’s consolidated leverage ratio. The obligations under the JKM Credit Facility are guaranteed by Holdings and its subsidiaries (other than Borrower) and secured by a lien on substantially all of the assets of Holdings and its subsidiaries (including Borrower). The obligations under the JKM Credit Facility are nonrecourse to CrossAmerica and its subsidiaries other than Holdings, Borrower and their respective subsidiaries. The JKM Credit Facility also contains financial covenants requiring Borrower to comply with, as of the last day of each fiscal quarter of Borrower, commencing with Borrower’s fiscal quarter ending December 31, 2021, (i) a maximum consolidated leverage ratio of 6.25 to 1.00, with step-downs to 6.00 to 1.00, 5.75 to 1.00, 5.50 to 1.00 and 5.25 to 1.00 on March 31, 2022, March 31, 2023, March 31, 2024 and March 31, 2025, respectively, and (ii) a minimum fixed charge coverage ratio of 1.10 to 1.00. These financial covenants and other covenants may restrict or limit Holdings’ ability to incur additional indebtedness, make certain capital expenditures or dispose of assets in excess of specified levels, among other restrictions. We were in compliance with our financial covenants at December 31, 2021. If an event of default under the JKM Credit Facility occurs and is continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Letters of credit outstanding at December 31, 2021 totaled $0.8 million. Our borrowings under the JKM Credit Facility had a weighted-average interest rate of 2.6% as of December 31, 2021 (LIBOR plus an applicable margin, which was 2.5% as of December 31, 2021). As of December 31, 2021, we had $182.5 million outstanding under our Term Loan Facility. The amount of availability under the Term Loan Facility and Revolving Credit Facility at December 31, 2021 was $2.5 million and $14.2 million, respectively. In February 2022, we borrowed $1.1 million under the Term Loan Facility to partially fund the acquisition of the final three sites from 7-Eleven. Finance Lease Obligations In May 2012, the Predecessor Entity entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation. Since then, the agreement has been amended from time to time to add or remove retail sites. As of December 31, 2021, we lease 109 sites under this lease with a weighted-average remaining lease term of 5.3 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. 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 14. The weighted-average discount rate for this finance lease obligation at December 31, 2021 was 3.5%. Interest on this finance lease obligation amounted to $0.6 million, $0.7 million and $0.8 million for 2021, 2020 and 2019, respectively. |
Interest Rate Swap Contracts
Interest Rate Swap Contracts | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Contracts | Note 13. INTEREST RATE SWAP CONTRACTS The interest payments on our CAPL Credit Facility vary based on monthly changes in the one-month LIBOR and changes, if any, in the applicable margin, which is based on our leverage ratio as further discussed in Note 12. To hedge against interest rate volatility on our variable rate borrowings under the CAPL Credit Facility, on March 26, 2020, we entered into an interest rate swap contract. The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. On April 15, 2020, we entered into two additional interest rate swap contracts, each with notional amounts of $75 million, a fixed rate of 0.38% and that mature on April 1, 2024. All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective. The fair value of these interest rate swap contracts, for which the current portion is included in other current assets or accrued expenses and other current liabilities and the noncurrent portion is included in other assets or other long-term liabilities, as applicable, was a $3.0 million net asset and a $2.5 million net liability at December 31, 2021 and 2020, respectively. See Note 18 for additional information on the fair value of the interest rate swap contracts. We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings in the same period during which the hedged interest expense is recorded. We recognized a net realized loss from settlements of the interest rate swap contracts of $1.0 million and $0.4 million for 2021 and 2020, respectively. We currently estimate that a gain of $0.1 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, 2021 | |
Leases [Abstract] | |
Operating Leases | Note 14. OPERATING LEASES Operating Leases of Retail Sites as Lessee We lease 462 retail 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 5.6 years as of December 31, 2021. Lease expense was classified in the statement of income as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of sales $ 23,765 $ 25,214 $ 27,493 Operating expenses 13,531 9,067 379 General and administrative expenses 1,331 1,081 685 Total $ 38,627 $ 35,362 $ 28,557 Variable lease payments based on inflation or fuel volume included in the table above totaled $3.4 million, $2.3 million and $1.8 million for 2021, 2020 and 2019, respectively. Short-term lease payments included in the table above that are excluded from the lease liability amounted to $1.7 million, $0.8 million and $0.6 million for 2021, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of lease liabilities under operating leases totaled $33.5 million, $33.1 million and $25.8 million for 2021, 2020 and 2019, respectively. As of December 31, 2021, 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, 2021 was 6.2 2022 36,041 2023 33,691 2024 30,540 2025 28,180 2026 24,092 Thereafter 68,812 Total future payments 221,356 Less impact of discounting 46,375 174,981 Current portion 34,832 Long-term portion $ 140,149 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. See Note 4 for information regarding the acquisition of leasehold interests in connection with the acquisition of retail and wholesale assets. Of our leased sites, we operate 124 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 $34.5 Operating Leases of Retail Sites as Lessor Motor fuel stations are leased to tenants under operating leases with various 2022 50,189 2023 39,783 2024 33,130 2025 25,792 2026 17,262 Thereafter 33,339 Total future minimum lease payments $ 199,495 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 $5.1 million and $5.3 million at December 31, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. RELATED PARTY TRANSACTIONS Transactions with Affiliates of Members of the Board Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS were as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Revenues from motor fuel sales to DMS $ — $ 27,127 $ 142,236 Rental income from DMS — 1,395 6,326 As a result of the acquisition of retail and wholesale assets as further described in Note 4, as of April 14, 2020, we no longer have any revenue from DMS. Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., a member of the Board, were $58.0 million, $21.0 million and $0.3 million for 2021, 2020 and 2019, respectively. Accounts receivable from TopStar were $1.3 million and $0.7 million at December 31, 2021 and 2020, respectively. As discussed in Note 4, effective April 14, 2020, we acquired wholesale fuel supply rights, including this supply contract, as part of the acquisition of retail and wholesale assets. Prior to April 14, 2020, we only leased motor fuel stations to TopStar. CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements, including rent incurred under the leases entered into in connection with the acquisition of retail and wholesale assets, was $9.3 Topper Group Omnibus Agreement On January 15, 2020, the Partnership entered into an Omnibus Agreement, effective as of January 1, 2020 (the “Topper Group Omnibus Agreement”), among the Partnership, the General Partner and DMI. The terms of the Topper Group 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 Topper Group 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 Topper Group Omnibus Agreement will continue in effect until terminated in accordance with its terms. The Topper Group has the right to terminate the Topper Group Omnibus Agreement at any time upon 180 days’ prior written notice, and the General Partner has the right to terminate the Topper Group Omnibus Agreement at any time upon 60 days’ prior written notice. We incurred expenses under the Topper Group Omnibus Agreement, including costs for store level personnel at our company operated sites since our April 2020 acquisition of retail and wholesale assets and for our recently acquired Joe’s Kwik Marts sites, totaling $62.5 million and $38.4 million for 2021 and 2020, 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 Topper Group Omnibus Agreement totaled $6.1 million and $3.7 million at December 31, 2021 and 2020, respectively. IDR and Common Unit Distribution We distributed $34.7 million, $37.1 million and $16.0 million to the Topper Group related to its ownership of our common units during 2021, 2020 and 2019, respectively. We distributed $0.1 million to the Topper Group related to its ownership of our IDRs during 2020. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs. We distributed $6.2 million, $2.0 million and $2.0 million to affiliates of John B. Reilly, III related to their ownership of our common units for 2021, 2020 and 2019, respectively. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are performed by an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $2.2 million, $0.6 million and $1.0 million for 2021, 2020 and 2019, respectively. Accounts payable to this related party amounted to $0.1 million at December 31, 2020. Environmental Compliance and Inventory Management Costs We use certain environmental monitoring and inventory management equipment and services provided by an entity previously affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.2 million for 2021 and 2020. This entity was sold in July 2021 and is no longer a related party. 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 in connection with the April 2020 acquisition of retail and wholesale assets. Merchandise costs amounted to $19.7 million and $14.4 million for 2021 and 2020, respectively. Amounts payable to this related party amounted to $1.5 million at December 31, 2021 and 2020. Vehicle Lease In connection with the services rendered under the Topper Group Omnibus Agreement, we lease certain vehicles from an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. Lease expense was $0.1 million for both 2021 and 2020. 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 $1.3 million, $1.1 million and $0.7 million for 2021, 2020 and 2019, respectively. Public Relations and Website Consulting Services We have engaged a company affiliated with a member of the Board for public relations and website consulting services. The cost of these services amounted to $0.1 million for 2021, 2020 and 2019. Transactions with Circle K As a result of the GP Purchase, Circle K is no longer a related party and we are independent of Circle K from November 19, 2019 forward. However, for comparability purposes, we have disclosed income statement amounts for transactions with Circle K for the full years of 2021, 2020 and 2019. Fuel Sales and Rental Income As of December 31, 2021, we sell wholesale motor fuel under a master fuel distribution agreement to 42 Circle K retail sites and lease real property on 11 retail sites to Circle K under a master lease agreement each having initial 10-year terms. The fuel distribution agreement provides us with rack-plus pricing. The master lease agreement is a triple net lease. As a result of the asset exchanges with Circle K (see Note 4 for additional information), we have sold most of the sites previously leased to Circle K, resulting in the reduction of rental income over the periods in the table below. Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Revenues from motor fuel sales to Circle K $ 146,444 $ 97,040 $ 153,055 Rental income from Circle K 2,891 5,641 13,898 CST Fuel Supply Equity Interests CST Fuel Supply provides wholesale motor fuel distribution to the majority of CST’s legacy U.S. retail sites at cost plus a fixed markup per gallon. From July 1, 2015 through the closing of the CST Fuel Supply Exchange, we owned a 17.5% total interest in CST Fuel Supply. We accounted for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply equity interests” on our statements of income, which amounted to $3.2 million and $14.8 million for 2020 and 2019, respectively. CST Fuel Supply purchases gasoline for immediate distribution to specified retail locations through a supply contract with Valero. Fuel purchases are priced at the prevailing daily rack rates at terminals serving the specified locations. Revenues of CST Fuel Supply represent a $0.05 fixed markup on cost of gallons purchased. As a result of the pass-through nature of the fuel supply operations of CST Fuel Supply, we have presented supplemental income statement information beginning with gross profit as the most meaningful measure relevant to users. CST Fuel Supply does not enter into any other transactions beyond the purchase and resale activities described above. Supplemental income statement information for CST Fuel Supply was as follows (in thousands): Period from January 1 through March 25, For the Year Ended December 31, 2020 2019 Gross profit $ 17,820 $ 87,010 Net income 17,476 85,310 Purchase of Fuel from Circle K We purchased $40.1 million and $263.5 million of motor fuel from Circle K in 2020 and 2019, respectively. Transitional Omnibus Agreement, Circle K Omnibus Agreement and Management Fees Upon the closing of the GP Purchase, the Partnership entered into a Transitional Omnibus Agreement, dated as of November 19, 2019 (the “Transitional Omnibus Agreement”), among the Partnership, the General Partner and Circle K. Pursuant to the Transitional Omnibus Agreement, Circle K agreed, among other things, to continue to provide, or cause to be provided, to the Partnership certain management, administrative and operating services, as provided under the Circle K Omnibus Agreement through June 30, 2020 with respect to certain services, unless earlier terminated. We incurred expense under the Transitional Omnibus Agreement and Circle K Omnibus Agreement, including non-cash stock-based compensation expense, totaling $11.6 million for 2019. Such costs are included in general and administrative expenses in the statements of income. IDR and Common Unit Distributions We distributed $0.5 million to Circle K related to its ownership of our IDRs and $15.7 million related to its ownership of our common units during 2019. |
Environmental Matters
Environmental Matters | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Environmental Matters | Note 16. ENVIRONMENTAL MATTERS We currently own or lease retail sites where refined petroleum products are being or have been handled. These retail sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination. We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions. The table below presents a rollforward of our environmental liabilities (in thousands): 2021 2020 Balance at beginning of year $ 3,914 $ 3,390 Provision for new environmental losses 2,996 210 Changes in estimates for previously incurred losses 6 1,403 Payments (1,540 ) (1,089 ) Balance at end of year 5,376 3,914 Current portion, included within accrued expenses and other current liabilities 2,419 1,710 Long-term portion, included within other long-term liabilities $ 2,957 $ 2,204 At December 31, 2021, we were indemnified by third-party escrow funds, state funds or insurance totaling $3.2 million, which are recorded as indemnification assets and included within other noncurrent assets on the balance sheet. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies. The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims. Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the balance sheet of the Partnership. Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties, including our acquisition of certain assets from 7-Eleven. As such, these environmental liabilities and indemnification assets are also not recorded on the balance sheet of the Partnership. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. 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): 2022 656,734 2023 508,331 2024 399,200 2025 349,825 2026 341,721 Thereafter 1,154,233 Total 3,410,044 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 2021, 2020 or 2019. 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, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 18. FAIR VALUE MEASUREMENTS General 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 2021 or 2020. As further discussed in Note 1 3 , we entered into interest rate swap contracts during 2020 and remeasure the fair value of such contracts on a recurring basis each balance sheet date . We used an income approach to measure the fair value of these contracts, utilizing a forward LIBOR yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2. 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, 2021 and 2020 due to the short-term maturity of these instruments. The fair values of borrowings under the CAPL Credit Facility and JKM Credit Facility approximated their carrying value as of December 31, 2021 and 2020 due to the frequency with which interest rates are reset and the consistency of the market spread. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity Based Compensation [Abstract] | |
Equity-Based Compensation | Note 19. EQUITY-BASED COMPENSATION The maximum number of common units that may be delivered with respect to awards under the Plan is 1,505,000. Generally, the Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit awards, unit appreciation rights, distribution equivalent rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The Plan is administered by the Board or a committee thereof. The Board may terminate or amend the 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 Plan or any part of the 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 Plan will expire on the tenth anniversary of its approval, when common units are no longer available under the 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, 2019 — 2,041 $ — Granted 48,112 12,306 881 Vested — (2,041 ) — Nonvested at December 31, 2020 48,112 12,306 $ 881 Granted 37,015 20,787 927 Forfeited (6,090 ) — (135 ) Vested (7,004 ) (16,833 ) — Nonvested at December 31, 2021 72,033 16,260 $ 1,673 Phantom Units In February 2021, the Partnership granted 1,509 phantom units to each of three non-employee directors of the Board as a portion of director compensation. In July 2021, 16,833 phantom units vested, including those granted in February 2021. In July 2021, the Partnership granted 3,252 phantom units to each of five non-employee directors of the Board. Such awards will vest in July 2022, 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 second quarter of 2021, 6,090 phantom units and performance-based awards with an initial target value of $0.1 million were forfeited. During the fourth quarter of 2021, the Partnership granted 37,015 phantom units to employees of the Topper Group. Of these awards, 50% vest ratably over three years through December 31, 2024 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 2021, the Partnership granted performance-based awards with an initial target value of $0.9 million. The performance-based awards vest on December 31, 2024 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, 2022 to December 31, 2024 and the reference period for the year ended December 31, 2021. 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 Topper Group 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 $1.0 and insignificant at December 31, 2021 and 2020, respectively. We record equity-based compensation as a component of general and administrative expenses in the statements of income. Equity-based compensation expense was $1.3 million for 2021, $0.1 million for 2020 and $0.9 million for 2019, which includes approximately $0.5 million of expense recognized upon the accelerated vesting of awards concurrent with the GP Purchase. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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 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. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed on March 27, 2020, which establishe d a five-year carryback of net operating losses (NOLs) generated in 2018, 2019 and 2020 and temporarily suspend ed the 80 % limitation on the use of NOLs in 2018, 2019 and 2020. The CARES Act also increase d the adjusted taxable income limitation from 30 % to 50 % for business interest deductions under IRC Section 163(j) for 2020 and the adjusted taxable income limitation rever ts back to % for 2021. As a result of the CARES Act, we carr ied back $ 16.9 million in NOLs generated in 2020 to tax years 2015 through 2018 , which resulted in the recording of a n incremental current benefit of $ 1.0 million in 2020 , representing the difference between the tax at the 21 % statutory rate in 2020 as compared the 34 % statutory rate at the time for 2015 through 2018. Components of income tax expense related to net income were as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Current U.S. federal $ 329 $ (3,973 ) $ (4,865 ) U.S. state 207 461 66 Total current 536 (3,512 ) (4,799 ) Deferred U.S. federal (3,927 ) (491 ) 4,895 U.S. state 166 (3,945 ) (1,326 ) Total deferred (3,761 ) (4,436 ) 3,569 Income tax benefit $ (3,225 ) $ (7,948 ) $ (1,230 ) 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, 2021 2020 2019 Consolidated income from continuing operations before income taxes - all domestic $ 18,429 $ 99,508 $ 16,846 Income from continuing operations before income taxes of non-taxable entities (37,072 ) (119,457 ) (16,902 ) Loss from continuing operations before income taxes of corporate entities (18,643 ) (19,949 ) (56 ) Federal income tax benefit at statutory rate (3,915 ) (4,189 ) (11 ) Increase (decrease) due to: Rate difference on NOL carryback (a) 329 (1,003 ) — Nondeductible expenses — 1 54 State income taxes, net of federal income tax benefit (b) 372 (2,712 ) (995 ) Non-taxable refund (11 ) (45 ) (278 ) Total income tax benefit $ (3,225 ) $ (7,948 ) $ (1,230 ) (a) The CARES Act allowed a 5-year carryback of net operating losses generated in 2020, which resulted in the recognition of an incremental benefit at the 34% statutory federal rate in effect for 2015 through 2017 relative to the current statutory federal rate of 21%. (b) The state tax expense in 2021 was primarily driven by gross receipts-based or net assets-based tax in certain states. The state tax benefit in 2020 was primarily driven by changes in apportionment due to a reduction in gross receipts in certain combined filing states where we were generally in a net deferred tax liability position and an increase in gross receipts in separate company filing states that do not conform to federal bonus depreciation rules where we are generally in a net deferred tax asset position. The conversion of company operated sites to dealer operated sites in 2019 resulted in a reduction in gross receipts primarily in combined filing states. See Note 4 for information regarding the acquisition of retail and wholesale assets, which resulted in an increase in gross receipts primarily in separate filing states. The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands): December 31, 2021 2020 Deferred income tax assets: Deferred rent expense $ 121 $ 175 Operating and finance lease obligations 34,605 40,274 Asset retirement obligations 10,899 9,847 Intangible assets 9,724 9,994 Other assets (a) 13,798 7,361 Total deferred income tax assets 69,147 67,651 Deferred income tax liabilities: Deferred rent income 948 1,036 Property and equipment 50,274 46,174 Right-of-use assets 30,266 35,463 Total deferred income tax liabilities 81,488 82,673 Net deferred income tax liabilities $ 12,341 $ 15,022 (a) Includes a $2.7 million deferred tax asset related to a $12.7 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 not have unrecognized tax benefits at December 31, 2021 or 2020. 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 2021, 2020 and 2019. 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 2018 through 2021; 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, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 21. NET INCOME PER LIMITED PARTNER UNIT In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income, after deducting the IDRs, by the weighted-average number of outstanding common units. Since February 6, 2020, our common units are the only participating securities. See “Equity Restructuring” below for additional information. The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per limited partner unit for the following periods (in thousands, except unit and per unit amounts): Years Ended December 31, 2021 2020 2019 Numerator: Distributions paid $ 79,693 $ 77,791 $ 72,427 Allocation of distributions in excess of net income (58,039 ) 29,532 (54,884 ) Limited partners’ interest in net income - basic and diluted $ 21,654 $ 107,323 $ 17,543 Denominator: Weighted average limited partnership units outstanding - basic 37,880,910 37,369,487 34,454,369 Adjustment for phantom units (a) 3,214 — 30,432 Weighted average limited partnership units outstanding - diluted 37,884,124 37,369,487 34,484,801 Net income per limited partnership unit - basic and diluted $ 0.57 $ 2.87 $ 0.51 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 (a) Excludes 13,364 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for 2020. Distributions Quarterly distribution activity to common unitholders for 2021 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2020 February 2, 2021 February 9, 2021 0.5250 19,912 March 31, 2021 May 4, 2021 May 11, 2021 0.5250 19,916 June 30, 2021 August 3, 2021 August 10, 2021 0.5250 19,924 September 30, 2021 November 3, 2021 November 10, 2021 0.5250 19,941 December 31, 2021 February 3, 2022 February 10, 2022 0.5250 19,942 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. Equity Restructuring On January 15, 2020, the Partnership entered into an Equity Restructuring Agreement (the “Equity Restructuring Agreement”) with the General Partner and Dunne Manning CAP Holdings II LLC (“DM CAP Holdings”), a wholly owned subsidiary of DMP. Pursuant to the Equity Restructuring Agreement, all of the outstanding IDRs of the Partnership, all of which were held by DM CAP Holdings, were cancelled and converted into 2,528,673 newly-issued common units representing limited partner interests in the Partnership based on a value of $45 million and calculated using the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the execution of the Equity Restructuring Agreement (the “20-day VWAP”). This transaction closed on February 6, 2020, after the record date for the distribution payable on the Partnership’s common units with respect to the fourth quarter of 2019. The terms of the Equity Restructuring Agreement were approved by the independent conflicts committee of the Board. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
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, independent dealers, commission agents, DMS (through the closing of the acquisition of retail and wholesale assets as further described in Note 4), and company operated retail sites. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers. Similar to lessee dealers, we had motor fuel distribution and lease agreements with DMS (through the closing of the acquisition of retail and wholesale assets). 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 is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment. Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, and the elimination of the retail segment’s intersegment cost of revenues from motor fuel sales against the wholesale segment’s intersegment revenues from motor fuel sales. The profit in ending inventory generated by the intersegment motor fuel sales is also eliminated. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Year Ended December 31, 2021 Revenues from fuel sales to external customers $ 2,067,992 $ 1,206,082 $ — $ 3,274,074 Intersegment revenues from fuel sales 930,348 — (930,348 ) — 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 $ 3,073,597 $ 1,436,010 $ (930,348 ) $ 3,579,259 Operating income (loss) $ 137,841 $ 5,460 $ (107,172 ) $ 36,129 Year Ended December 31, 2020 Revenues from fuel sales to external customers $ 1,176,943 $ 541,882 $ — $ 1,718,825 Intersegment revenues from fuel sales 370,916 — (370,916 ) — Revenues from food and merchandise sales — 123,295 — 123,295 Rent income 72,799 10,434 — 83,233 Other revenue 2,344 4,626 — 6,970 Total revenues $ 1,623,002 $ 680,237 $ (370,916 ) $ 1,932,323 Income from CST Fuel Supply equity interests $ 3,202 $ — $ — $ 3,202 Operating income (loss) $ 123,457 $ 1,328 $ (9,193 ) $ 115,592 Year Ended December 31, 2019 Revenues from fuel sales to external customers $ 1,609,547 $ 397,474 $ — $ 2,007,021 Intersegment revenues from fuel sales 306,070 — (306,070 ) — Revenues from food and merchandise sales — 47,875 — 47,875 Rent income 81,427 8,712 — 90,139 Other revenue 2,887 1,507 — 4,394 Total revenues $ 1,999,931 $ 455,568 $ (306,070 ) $ 2,149,429 Income from CST Fuel Supply equity interests $ 14,768 $ — $ — $ 14,768 Operating income (loss) $ 113,299 $ 3,189 $ (73,166 ) $ 43,322 Receivables relating to the revenue streams above are as follows (in thousands): December 31, 2021 2020 Receivables from fuel and merchandise sales $ 27,932 $ 23,800 Receivables for rent and other lease-related charges 6,548 5,650 Total accounts receivable $ 34,480 $ 29,450 Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, although such revenue is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery. The balance of unamortized costs incurred to obtain certain contracts with customers was $11.0 million and $8.3 million at December 31, 2021 and 2020, respectively. Amortization of such costs is recorded against operating revenues and amounted to $1.5 million, $1.2 million and $1.0 million for 2021, 2020 and 2019, 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, 2021 | |
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, 2021 2020 2019 Decrease (increase): Accounts receivable $ (5,336 ) $ 7,497 $ (10,997 ) Accounts receivable from related parties (218 ) 3,368 (1,951 ) Inventories (10,307 ) (777 ) 7,244 Other current assets 390 (5,593 ) (868 ) Other assets (2,385 ) (2,338 ) (2,697 ) Increase (decrease): Accounts payable 2,727 6,559 12,404 Accounts payable to related parties 1,999 4,517 (12,923 ) Motor fuel taxes payable 2,850 7,260 1,871 Accrued expenses and other current liabilities (1,378 ) 900 (7,896 ) Other long-term liabilities 9,992 (2,183 ) 7,180 Changes in operating assets and liabilities, net of acquisitions $ (1,666 ) $ 19,210 $ (8,633 ) The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions. Supplemental disclosure of cash flow information (in thousands): For the Year Ended December 31, 2021 2020 2019 Cash paid for interest $ 16,196 $ 16,000 $ 26,344 Cash paid for income taxes, net of refunds received 331 759 3,296 Supplemental schedule of non-cash investing and financing activities (in thousands): For the Year Ended December 31, 2021 2020 2019 Accrued capital expenditures $ 2,048 $ 4,027 $ 1,057 Lease liabilities arising from obtaining right-of-use assets 30,460 70,905 2,879 Net assets acquired in connection with the asset exchange tranches with Circle K — (75,935 ) (35,740 ) Net assets acquired in connection with the CST Fuel Supply Exchange with Circle K — (54,920 ) — Net assets acquired in connection with the acquisition of retail and wholesale assets — (17,092 ) — |
Schedule I
Schedule I | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I | Schedule I CrossAmerica Partners LP (Parent Company Only) Condensed Balance Sheets (Thousands of Dollars) December 31, 2021 2020 ASSETS Total current assets $ 115 $ — Loans to subsidiaries 624,326 512,913 Investment in subsidiaries 73,640 126,469 Other assets 2,916 — Total assets $ 700,997 $ 639,382 LIABILITIES AND EQUITY Total current liabilities $ 422 $ 1,667 Accounts payable to subsidiaries 16,908 16,698 Long-term debt 627,109 509,922 Other long-term liabilities — 1,427 Total liabilities 644,439 529,714 Commitments and contingencies Equity: Common units 53,528 112,124 Accumulated other comprehensive income (loss) 3,030 (2,456 ) Total equity 56,558 109,668 Total liabilities and equity $ 700,997 $ 639,382 See Notes to Condensed Financial Statements Schedule I CrossAmerica Partners LP (Parent Company Only) Condensed Statements of Comprehensive Income (Thousands of Dollars) For the Year Ended December 31, 2021 2020 2019 Interest income from subsidiaries $ 13,818 $ 14,684 $ 25,058 Costs and expenses General and administrative 236 153 255 Interest expense 13,818 14,684 25,058 Loss before equity in net income of subsidiaries (236 ) (153 ) (255 ) Equity in net income of subsidiaries 21,890 107,609 18,331 Net income 21,654 107,456 18,076 Other comprehensive income (loss) 5,486 (2,456 ) — Comprehensive income $ 27,140 $ 105,000 $ 18,076 See Notes to Condensed Financial Statements Schedule I CrossAmerica Partners LP (Parent Company Only) Condensed Statements of Cash Flows (Thousands of Dollars) For the Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Net income $ 21,654 $ 107,456 $ 18,076 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net income of subsidiaries (21,890 ) (107,609 ) (18,331 ) Amortization of deferred financing costs 1,310 1,042 1,027 Changes in operating assets and liabilities 6,512 (3,318 ) 4,062 Net cash provided by operating activities 7,586 (2,429 ) 4,834 Cash flows from investing activities: Loans to subsidiaries (100,402 ) (106,180 ) (114,300 ) Repayment of loans to subsidiaries 77,500 112,000 93,300 Investment in subsidiary (94,493 ) — — Net cash used in investing activities (117,395 ) 5,820 (21,000 ) Cash flows from financing activities: Borrowings under revolving credit facilities 194,895 106,180 114,300 Repayments on revolving credit facilities (77,500 ) (112,000 ) (93,300 ) Payment of deferred financing costs (1,519 ) — (3,972 ) Distributions from subsidiaries 73,626 80,353 72,098 Distributions paid on distribution equivalent rights (141 ) (40 ) (86 ) Distributions paid to holders of the IDRs — (133 ) (533 ) Distributions paid on common units (79,552 ) (77,751 ) (72,341 ) Net cash provided by (used in) financing activities 109,809 (3,391 ) 16,166 Net increase (decrease) in cash and cash equivalents — — — Cash and cash equivalents at beginning of period — — — Cash and cash equivalents at end of period $ — $ — $ — See Notes to Condensed Financial Statements Note 1. Basis of Presentation The condensed financial statements represent the financial information required by SEC Regulation S-X Rule 5-04 for CrossAmerica Partners LP (the “Partnership”), which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. As of December 31, 2021, the Partnership’s restricted net assets of its consolidated subsidiaries were approximately $74.6 million and exceeded 25% of the Partnership’s total consolidated net assets. The accompanying condensed financial statements have been prepared to present the financial position, results of operations and cash flows of the Partnership on a stand-alone basis as a holding company. Investments in subsidiaries are accounted for using the equity method. The condensed parent company only financial statements should be read in conjunction with the Partnership's consolidated financial statements. Note 2. Long-Term Debt The Partnership has a credit facility. See Note 12 to the consolidated financial statements for information on the CAPL Credit Facility. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term investments with 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. We have not experienced any losses on our cash equivalents. |
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. We review all accounts receivable balances on at least a quarterly basis. |
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. Retail site 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 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 8 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 retail 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 retail 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. The class of customer and gross margins are sufficiently different between these two businesses to warrant two reportable segments. See Note 22 for additional information. |
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 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 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 6 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 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 retail 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 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 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 12 and 14 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. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance, such as the accounting for a franchise tax (or similar tax) that is partially based on income. This standard was effective January 1, 2021 for the Partnership. The impact of adopting this guidance was not material. 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 financial statements in the future. |
Earnings Per Common Unit | Earnings per Common Unit In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Partnership Agreement. Net income per common unit applicable to limited partners is computed by dividing the limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common units. See Note 21 for disclosure regarding the elimination of the IDRs, which closed on February 6, 2020. |
Interest Rate Swap Contracts | Interest Rate Swap Contracts Commencing in March 2020, the Partnership started to use interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC Topic 815, “Derivatives and Hedging,” and recognizes derivative instruments as either assets or liabilities on the 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 in other current assets and accrued expenses and other current liabilities, while the portion of derivative positions that are anticipated to settle beyond a year are recorded in other assets or other long-term liabilities. Cash inflows and outflows related to derivative instruments are included as a component of operating activities on the statements of cash flows, consistent with the classification of the hedged interest payments on our CAPL Credit Facility. See Note 13 for information related to our interest rate swap contracts. |
Concentration Risks | Concentration Risks For 2021, 2020 and 2019, approximately 12%, 12% and 10% of our rent income was from one multi-site operator, respectively. In 2021, our wholesale business purchased approximately 37%, 22%, 11% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. In 2020, our wholesale business purchased approximately 29%, 22%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. In 2019, our wholesale business purchased approximately 26%, 22%, 15% and 12% of its motor fuel from ExxonMobil, BP, Circle K and Motiva, respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during 2021, 2020 or 2019. Approximately 15%, 16% and 15% of our motor fuel gallons sold was delivered by one carrier for 2021, 2020 and 2019, respectively. |
COVID-19 Pandemic | COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that have reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continued to recover in 2021, we cannot predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions. |
Acquisition of Assets From 7-_2
Acquisition of Assets From 7-Eleven (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Buyer Consummated Closing Under Asset Purchase Agreement | Starting in late June 2021, Buyer closed on the acquisition of the Properties on a rolling basis of generally ten sites per week. Through December 31, 2021, Buyer consummated Inventories $ 12,654 Other current assets 1,527 Property and equipment 210,693 Right-of-use assets 10,380 Goodwill 11,700 Intangible assets 40,998 Total assets $ 287,952 Current portion of operating lease obligations 1,802 Accrued expenses and other current liabilities 773 Operating lease obligations, less current portion 8,579 Asset retirement obligations 3,815 Total liabilities $ 14,969 Total consideration, net of cash acquired $ 272,983 |
Summary of Pro forma Results (Unaudited) | Our pro forma results (unaudited), giving effect to the acquisition and assuming an acquisition date of January 1, 2020, would have been (in thousands): For the Year Ended December 31, 2021 2020 Revenues $ 3,954,444 $ 2,381,663 Net income 32,189 140,564 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | We have classified 12 and 25 sites as held for sale at December 31, 2021 and 2020, respectively, which are expected to be sold within one year of such classification December 31, 2021 2020 Land $ 3,042 $ 7,889 Buildings and site improvements 2,231 2,784 Equipment 939 1,152 Total 6,212 11,825 Less accumulated depreciation (1,305 ) (1,927 ) Assets held for sale $ 4,907 $ 9,898 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Changes in Allowance for Doubtful Accounts | Changes in the allowance for doubtful accounts consisted of the following Year Ended December 31, 2021 2020 2019 Balance at beginning of year $ 429 $ 557 $ 607 Increase in allowance charged to expense 253 1,210 362 Accounts charged against the allowance, net of recoveries (224 ) (1,338 ) (412 ) Balance at end of year $ 458 $ 429 $ 557 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories December 31, 2021 2020 Retail site merchandise $ 22,518 $ 11,969 Motor fuel 23,582 11,284 Inventories $ 46,100 $ 23,253 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Land $ 321,813 $ 241,585 Buildings and site improvements 358,335 284,593 Leasehold improvements 13,437 10,684 Equipment 314,393 236,420 Construction in progress 9,457 15,919 Property and equipment, at cost 1,017,435 789,201 Accumulated depreciation and amortization (261,981 ) (218,345 ) Property and equipment, net $ 755,454 $ 570,856 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 212,194 $ (99,124 ) $ 113,070 $ 187,643 $ (95,694 ) $ 91,949 Trademarks/licenses 2,208 (1,174 ) 1,034 1,898 (1,115 ) 783 Covenant not to compete 450 (367 ) 83 4,552 (4,372 ) 180 Total intangible assets $ 214,852 $ (100,665 ) $ 114,187 $ 194,093 $ (101,181 ) $ 92,912 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill [Abstract] | |
Schedule of Changes in Goodwill | Changes in goodwill during 2021 consisted of the following (in thousands): Wholesale Segment Retail Segment Consolidated Balance at December 31, 2019 and 2020 $ 74,138 $ 14,626 $ 88,764 Acquisition 8,190 3,510 11,700 Balance at December 31, 2021 $ 82,328 $ 18,136 $ 100,464 |
Accrued Expenses And Other Lo_2
Accrued Expenses And Other Long-term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Taxes other than income $ 8,661 $ 9,117 Capital expenditures and maintenance expenses 3,299 5,598 Current portion of environmental liabilities 2,419 1,710 Current portion of interest rate swap contracts — 1,028 Professional fees 1,115 916 Interest 723 537 Other 4,465 4,361 Total accrued expenses and other current liabilities $ 20,682 $ 23,267 |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2021 2020 Security deposits $ 17,749 $ 17,417 Deferred fuel supplier rebates 17,038 9,328 Environmental liabilities 2,957 2,204 Interest rate swap contracts, less current portion — 1,427 Other 3,459 2,199 Total other long-term liabilities $ 41,203 $ 32,575 |
Schedule of Rollforward of Our Asset Retirement Obligation | A rollforward of our asset retirement obligation is below (in thousands): December 31, 2021 2020 Balance at beginning of year $ 41,767 $ 35,777 Recognition of asset retirement obligations 3,840 5,997 Changes in estimated cash flows or settlement dates (191 ) (1,086 ) Accretion 1,762 1,394 Obligations settled (1,429 ) (315 ) Balance at end of year 45,749 41,767 Current portion, included within accrued expenses and other current liabilities 383 317 Long-term portion $ 45,366 $ 41,450 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 CAPL Credit Facility $ 630,575 $ 513,180 JKM Credit Facility 182,460 — Finance lease obligations 16,809 20,007 Total debt and finance lease obligations 829,844 533,187 Current portion 10,939 2,631 Noncurrent portion 818,905 530,556 Deferred financing costs, net 8,270 3,257 Noncurrent portion, net of deferred financing costs $ 810,635 $ 527,299 |
Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations | As of December 31, 2021, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands): Debt Finance Lease Obligations Total 2022 $ 8,211 $ 3,230 $ 11,441 2023 10,948 3,328 14,276 2024 641,523 3,427 644,950 2025 10,948 3,527 14,475 2026 141,405 3,629 145,034 Thereafter — 1,221 1,221 Total future payments 813,035 18,362 831,397 Less impact of discounting — 1,553 1,553 Total future principal payments 813,035 16,809 829,844 Current portion 8,211 2,728 10,939 Long-term portion $ 804,824 $ 14,081 $ 818,905 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Expense | Lease expense was classified in the statement of income as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of sales $ 23,765 $ 25,214 $ 27,493 Operating expenses 13,531 9,067 379 General and administrative expenses 1,331 1,081 685 Total $ 38,627 $ 35,362 $ 28,557 |
Summary of Future Minimum Rental Payments Under Operating Leases | As of December 31, 2021, future minimum rental payments under operating leases, excluding variable lease payments or short-term payments, were as follows (in thousands). 2022 36,041 2023 33,691 2024 30,540 2025 28,180 2026 24,092 Thereafter 68,812 Total future payments 221,356 Less impact of discounting 46,375 174,981 Current portion 34,832 Long-term portion $ 140,149 |
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, 2021 were as follows (in thousands): 2022 50,189 2023 39,783 2024 33,130 2025 25,792 2026 17,262 Thereafter 33,339 Total future minimum lease payments $ 199,495 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |
Schedule of Supplemental Income Statement Information for CST Fuel Supply | Supplemental income statement information for CST Fuel Supply was as follows (in thousands): Period from January 1 through March 25, For the Year Ended December 31, 2020 2019 Gross profit $ 17,820 $ 87,010 Net income 17,476 85,310 |
DMS [Member] | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from motor fuel sales and rental income from DMS were as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Revenues from motor fuel sales to DMS $ — $ 27,127 $ 142,236 Rental income from DMS — 1,395 6,326 |
Circle K Stores Inc. [Member] | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Revenues from motor fuel sales to Circle K $ 146,444 $ 97,040 $ 153,055 Rental income from Circle K 2,891 5,641 13,898 |
Environmental Matters (Tables)
Environmental Matters (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Rollforward of Our Environmental Liabilities | The table below presents a rollforward of our environmental liabilities (in thousands): 2021 2020 Balance at beginning of year $ 3,914 $ 3,390 Provision for new environmental losses 2,996 210 Changes in estimates for previously incurred losses 6 1,403 Payments (1,540 ) (1,089 ) Balance at end of year 5,376 3,914 Current portion, included within accrued expenses and other current liabilities 2,419 1,710 Long-term portion, included within other long-term liabilities $ 2,957 $ 2,204 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Volume Purchase Requirements | The following provides total annual future minimum volume purchase requirements (in thousands of gallons): 2022 656,734 2023 508,331 2024 399,200 2025 349,825 2026 341,721 Thereafter 1,154,233 Total 3,410,044 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 — 2,041 $ — Granted 48,112 12,306 881 Vested — (2,041 ) — Nonvested at December 31, 2020 48,112 12,306 $ 881 Granted 37,015 20,787 927 Forfeited (6,090 ) — (135 ) Vested (7,004 ) (16,833 ) — Nonvested at December 31, 2021 72,033 16,260 $ 1,673 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Current U.S. federal $ 329 $ (3,973 ) $ (4,865 ) U.S. state 207 461 66 Total current 536 (3,512 ) (4,799 ) Deferred U.S. federal (3,927 ) (491 ) 4,895 U.S. state 166 (3,945 ) (1,326 ) Total deferred (3,761 ) (4,436 ) 3,569 Income tax benefit $ (3,225 ) $ (7,948 ) $ (1,230 ) |
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, 2021 2020 2019 Consolidated income from continuing operations before income taxes - all domestic $ 18,429 $ 99,508 $ 16,846 Income from continuing operations before income taxes of non-taxable entities (37,072 ) (119,457 ) (16,902 ) Loss from continuing operations before income taxes of corporate entities (18,643 ) (19,949 ) (56 ) Federal income tax benefit at statutory rate (3,915 ) (4,189 ) (11 ) Increase (decrease) due to: Rate difference on NOL carryback (a) 329 (1,003 ) — Nondeductible expenses — 1 54 State income taxes, net of federal income tax benefit (b) 372 (2,712 ) (995 ) Non-taxable refund (11 ) (45 ) (278 ) Total income tax benefit $ (3,225 ) $ (7,948 ) $ (1,230 ) (a) The CARES Act allowed a 5-year carryback of net operating losses generated in 2020, which resulted in the recognition of an incremental benefit at the 34% statutory federal rate in effect for 2015 through 2017 relative to the current statutory federal rate of 21%. (b) The state tax expense in 2021 was primarily driven by gross receipts-based or net assets-based tax in certain states. The state tax benefit in 2020 was primarily driven by changes in apportionment due to a reduction in gross receipts in certain combined filing states where we were generally in a net deferred tax liability position and an increase in gross receipts in separate company filing states that do not conform to federal bonus depreciation rules where we are generally in a net deferred tax asset position. The conversion of company operated sites to dealer operated sites in 2019 resulted in a reduction in gross receipts primarily in combined filing states. See Note 4 for information regarding the acquisition of retail and wholesale assets, which resulted in an increase in gross receipts primarily in separate filing states. |
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, 2021 2020 Deferred income tax assets: Deferred rent expense $ 121 $ 175 Operating and finance lease obligations 34,605 40,274 Asset retirement obligations 10,899 9,847 Intangible assets 9,724 9,994 Other assets (a) 13,798 7,361 Total deferred income tax assets 69,147 67,651 Deferred income tax liabilities: Deferred rent income 948 1,036 Property and equipment 50,274 46,174 Right-of-use assets 30,266 35,463 Total deferred income tax liabilities 81,488 82,673 Net deferred income tax liabilities $ 12,341 $ 15,022 (a) Includes a $2.7 million deferred tax asset related to a $12.7 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, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit | The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per limited partner unit for the following periods (in thousands, except unit and per unit amounts): Years Ended December 31, 2021 2020 2019 Numerator: Distributions paid $ 79,693 $ 77,791 $ 72,427 Allocation of distributions in excess of net income (58,039 ) 29,532 (54,884 ) Limited partners’ interest in net income - basic and diluted $ 21,654 $ 107,323 $ 17,543 Denominator: Weighted average limited partnership units outstanding - basic 37,880,910 37,369,487 34,454,369 Adjustment for phantom units (a) 3,214 — 30,432 Weighted average limited partnership units outstanding - diluted 37,884,124 37,369,487 34,484,801 Net income per limited partnership unit - basic and diluted $ 0.57 $ 2.87 $ 0.51 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 (a) Excludes 13,364 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for 2020. |
Quarterly Distributions Made to Limited Partner, by Distribution | Quarterly distribution activity to common unitholders for 2021 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2020 February 2, 2021 February 9, 2021 0.5250 19,912 March 31, 2021 May 4, 2021 May 11, 2021 0.5250 19,916 June 30, 2021 August 3, 2021 August 10, 2021 0.5250 19,924 September 30, 2021 November 3, 2021 November 10, 2021 0.5250 19,941 December 31, 2021 February 3, 2022 February 10, 2022 0.5250 19,942 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Revenues from fuel sales to external customers $ 2,067,992 $ 1,206,082 $ — $ 3,274,074 Intersegment revenues from fuel sales 930,348 — (930,348 ) — 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 $ 3,073,597 $ 1,436,010 $ (930,348 ) $ 3,579,259 Operating income (loss) $ 137,841 $ 5,460 $ (107,172 ) $ 36,129 Year Ended December 31, 2020 Revenues from fuel sales to external customers $ 1,176,943 $ 541,882 $ — $ 1,718,825 Intersegment revenues from fuel sales 370,916 — (370,916 ) — Revenues from food and merchandise sales — 123,295 — 123,295 Rent income 72,799 10,434 — 83,233 Other revenue 2,344 4,626 — 6,970 Total revenues $ 1,623,002 $ 680,237 $ (370,916 ) $ 1,932,323 Income from CST Fuel Supply equity interests $ 3,202 $ — $ — $ 3,202 Operating income (loss) $ 123,457 $ 1,328 $ (9,193 ) $ 115,592 Year Ended December 31, 2019 Revenues from fuel sales to external customers $ 1,609,547 $ 397,474 $ — $ 2,007,021 Intersegment revenues from fuel sales 306,070 — (306,070 ) — Revenues from food and merchandise sales — 47,875 — 47,875 Rent income 81,427 8,712 — 90,139 Other revenue 2,887 1,507 — 4,394 Total revenues $ 1,999,931 $ 455,568 $ (306,070 ) $ 2,149,429 Income from CST Fuel Supply equity interests $ 14,768 $ — $ — $ 14,768 Operating income (loss) $ 113,299 $ 3,189 $ (73,166 ) $ 43,322 |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows (in thousands): December 31, 2021 2020 Receivables from fuel and merchandise sales $ 27,932 $ 23,800 Receivables for rent and other lease-related charges 6,548 5,650 Total accounts receivable $ 34,480 $ 29,450 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Decrease (increase): Accounts receivable $ (5,336 ) $ 7,497 $ (10,997 ) Accounts receivable from related parties (218 ) 3,368 (1,951 ) Inventories (10,307 ) (777 ) 7,244 Other current assets 390 (5,593 ) (868 ) Other assets (2,385 ) (2,338 ) (2,697 ) Increase (decrease): Accounts payable 2,727 6,559 12,404 Accounts payable to related parties 1,999 4,517 (12,923 ) Motor fuel taxes payable 2,850 7,260 1,871 Accrued expenses and other current liabilities (1,378 ) 900 (7,896 ) Other long-term liabilities 9,992 (2,183 ) 7,180 Changes in operating assets and liabilities, net of acquisitions $ (1,666 ) $ 19,210 $ (8,633 ) |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): For the Year Ended December 31, 2021 2020 2019 Cash paid for interest $ 16,196 $ 16,000 $ 26,344 Cash paid for income taxes, net of refunds received 331 759 3,296 |
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, 2021 2020 2019 Accrued capital expenditures $ 2,048 $ 4,027 $ 1,057 Lease liabilities arising from obtaining right-of-use assets 30,460 70,905 2,879 Net assets acquired in connection with the asset exchange tranches with Circle K — (75,935 ) (35,740 ) Net assets acquired in connection with the CST Fuel Supply Exchange with Circle K — (54,920 ) — Net assets acquired in connection with the acquisition of retail and wholesale assets — (17,092 ) — |
Description of Business - Addit
Description of Business - Additional Information (Details) - Topper Group [Member] - shares | Feb. 24, 2022 | Nov. 19, 2019 |
Subsequent Event [Member] | ||
Concentration Risk [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 38.50% | |
Circle K Stores Inc. [Member] | ||
Concentration Risk [Line Items] | ||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 100.00% | |
Percentage of IDRs issued by partnership | 100.00% | |
Circle K Stores Inc. [Member] | General Partner's Interest [Member] | ||
Concentration Risk [Line Items] | ||
Number of common units of partnership | 7,486,131 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | |||
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 one carrier | 15.00% | 16.00% | 15.00% |
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 12.00% | 10.00% |
Supplier Concentration Risk [Member] | Purchases Net [Member] | ExxonMobil, Corp [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 37.00% | 29.00% | 26.00% |
Supplier Concentration Risk [Member] | Purchases Net [Member] | BP P.L.C [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 22.00% | 22.00% | 22.00% |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Motiva [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 11.00% | 13.00% | 12.00% |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Marathon Petroleum Company LP [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Circle K [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 15.00% | ||
Supplier Concentration Risk [Member] | Purchases Net [Member] | Other suppliers [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | 10.00% |
Accounting Standards Update 2014-09 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Percentage effect on revenue | 90.00% | ||
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 | 50.00% | ||
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 |
Acquisition of Assets From 7-_3
Acquisition of Assets From 7-Eleven - Additional Information (Details) $ in Millions | Apr. 28, 2021USD ($)Segment | Feb. 28, 2022USD ($)Property | Jun. 30, 2021Site | Dec. 31, 2021USD ($)Property |
Distribution Rights [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Equipment [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Equipment [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 30 years | |||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 273 | |||
Number of sites acquired per week, closing acquisition of property | Site | 10 | |||
Number of properties consummated by buyer | Property | 103 | |||
Aggregate incremental revenues from closing of properties | $ 222.4 | |||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Distribution Rights [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Building [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 20 years | |||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Equipment [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Equipment [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 30 years | |||
7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 3.6 | |||
Number of properties consummated by buyer | Property | 3 | |||
US [Member] | 7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of ownership and operations of operated sites | Segment | 106 | |||
Aggregate purchase price | $ 263 | |||
US [Member] | Fee Site [Member] | 7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of ownership and operations of operated sites | Segment | 90 | |||
US [Member] | Leased Site [Member] | 7 Eleven, Inc. [Member] | Asset Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of ownership and operations of operated sites | Segment | 16 |
Acquisition of Assets From 7-_4
Acquisition of Assets From 7-Eleven - Summary of Buyer Consummated Closing Under Asset Purchase Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 100,464 | $ 88,764 |
Asset Purchase Agreement [Member] | 7 Eleven, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Inventories | 12,654 | |
Other current assets | 1,527 | |
Property and equipment | 210,693 | |
Right-of-use assets | 10,380 | |
Goodwill | 11,700 | |
Intangible assets | 40,998 | |
Total assets | 287,952 | |
Current portion of operating lease obligations | 1,802 | |
Accrued expenses and other current liabilities | 773 | |
Operating lease obligations, less current portion | 8,579 | |
Asset retirement obligations | 3,815 | |
Total liabilities | 14,969 | |
Total consideration, net of cash acquired | $ 272,983 |
Acquisition of Assets From 7-_5
Acquisition of Assets From 7-Eleven - Summary of Pro forma Results (Unaudited) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Revenues | $ 3,954,444 | $ 2,381,663 |
Net income | $ 32,189 | $ 140,564 |
Prior Year Acquisitions - Addit
Prior Year Acquisitions - Additional Information (Details) $ in Millions | Apr. 14, 2020Site | Mar. 25, 2020USD ($)SiteProperty | Dec. 18, 2018Site | Dec. 31, 2021Store |
Business Acquisition [Line Items] | ||||
Number of company operated sites | Store | 124 | |||
CST Fuel Supply Exchange Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of leased convenience store properties acquired | Property | 33 | |||
Proceeds in exchange for investment | $ | $ 14.1 | |||
CST Fuel Supply Exchange Agreement [Member] | Wholesale Fuel Supply Contracts/Rights [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of additional sites | 331 | |||
Asset Purchase Agreement [Member] | Sellers [Member] | Retail and Wholesale Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of retail stores operated | 169 | |||
Number of company operated sites | 154 | |||
Number of commission sites | 15 | |||
Number of newly leased sites | 62 | |||
Number of sites under dealer arrangements | 107 | |||
Number of wholesale fuel distribution | 110 | |||
Number of third-party wholesale dealer contracts | 53 | |||
Circle K Stores Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of sites acquired | 191 | |||
Number of real property in exchange for acquisition | 56 | |||
Number of sites previously owned and operated by partnership | 17 | |||
Collection of rent from real property sites divested | we no longer collect rent from the sites divested in these transactions |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)PropertyStore | Dec. 31, 2020USD ($)PropertyStore | Dec. 31, 2019USD ($)Property | |
Long Lived Assets Held-for-sale [Line Items] | |||
Number of properties sold | Property | 32 | 33 | 8 |
Proceeds from sale of properties | $ 14 | $ 21.2 | $ 3.9 |
Gain on sales of assets, net | $ 4.1 | $ 6.4 | $ 1.4 |
Assets Held-for-sale [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Number of Stores | Store | 12 | 25 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 1,017,435 | $ 789,201 |
Less accumulated depreciation | (261,981) | (218,345) |
Assets held for sale | 755,454 | 570,856 |
Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 321,813 | 241,585 |
Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 358,335 | 284,593 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 314,393 | 236,420 |
Assets Held-for-sale [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 6,212 | 11,825 |
Less accumulated depreciation | (1,305) | (1,927) |
Assets held for sale | 4,907 | 9,898 |
Assets Held-for-sale [Member] | Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 3,042 | 7,889 |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 2,231 | 2,784 |
Assets Held-for-sale [Member] | Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 939 | $ 1,152 |
Receivables - Summary of Change
Receivables - Summary of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | |||
Balance at beginning of year | $ 429 | $ 557 | $ 607 |
Increase in allowance charged to expense | 253 | 1,210 | 362 |
Accounts charged against the allowance, net of recoveries | (224) | (1,338) | (412) |
Balance at end of year | $ 458 | $ 429 | $ 557 |
Receivables - Additional Inform
Receivables - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee Dealer [Member] | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Notes receivable | $ 0.5 | $ 1.3 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Retail site merchandise | $ 22,518 | $ 11,969 |
Motor fuel | 23,582 | 11,284 |
Inventories | $ 46,100 | $ 23,253 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,017,435 | $ 789,201 |
Less accumulated depreciation | (261,981) | (218,345) |
Assets held for sale | 755,454 | 570,856 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 321,813 | 241,585 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 358,335 | 284,593 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 13,437 | 10,684 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 314,393 | 236,420 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 9,457 | $ 15,919 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, net held for leasing purposes | $ 454,000 | ||
Finance lease, right-of-use asset | $ 9,200 | $ 11,700 | |
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 | $ 2,100 | $ 2,200 | $ 2,300 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 261,981 | 218,345 | |
Assets Held under Finance Leases [Member] | |||
Property Plant And Equipment [Line Items] | |||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 56,100 | 51,300 | 42,800 |
Impairment charge. Property, Plant, and Equipment | $ 7,700 | $ 9,100 | $ 4,500 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 214,852 | $ 194,093 |
Finite-Lived Intangible Assets, Accumulated Amortization | (100,665) | (101,181) |
Intangible assets, net | 114,187 | 92,912 |
Wholesale Fuel Supply Contracts/Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 212,194 | 187,643 |
Finite-Lived Intangible Assets, Accumulated Amortization | (99,124) | (95,694) |
Intangible assets, net | 113,070 | 91,949 |
Trademarks/Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,208 | 1,898 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,174) | (1,115) |
Intangible assets, net | 1,034 | 783 |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 450 | 4,552 |
Finite-Lived Intangible Assets, Accumulated Amortization | (367) | (4,372) |
Intangible assets, net | $ 83 | $ 180 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Future Expected Aggregate Amortization Expense [Abstract] | |||
Amortization of intangible assets | $ 20 | $ 16.1 | $ 10.9 |
Finite-lived intangible assets, amortization expense, 2021 | 21.4 | ||
Finite-lived intangible assets, amortization expense, 2022 | 17.4 | ||
Finite-lived intangible assets, amortization expense, 2023 | 14.7 | ||
Finite-lived intangible assets, amortization expense, 2024 | 12.7 | ||
Finite-lived intangible assets, amortization expense, 2025 | $ 12 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 88,764 |
Acquisition | 11,700 |
Ending Balance | 100,464 |
Wholesale [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 74,138 |
Acquisition | 8,190 |
Ending Balance | 82,328 |
Retail [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 14,626 |
Acquisition | 3,510 |
Ending Balance | $ 18,136 |
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, 2021 | Dec. 31, 2020 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Taxes other than income | $ 8,661 | $ 9,117 |
Capital expenditures and maintenance expenses | 3,299 | 5,598 |
Current portion of environmental liabilities | 2,419 | 1,710 |
Current portion of interest rate swap contracts | 1,028 | |
Professional fees | 1,115 | 916 |
Interest | 723 | 537 |
Other | 4,465 | 4,361 |
Total accrued expenses and other current liabilities | $ 20,682 | $ 23,267 |
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, 2021 | Dec. 31, 2020 |
Deferred Credits And Other Liabilities [Abstract] | ||
Security deposits | $ 17,749 | $ 17,417 |
Deferred fuel supplier rebates | 17,038 | 9,328 |
Environmental liabilities | 2,957 | 2,204 |
Interest rate swap contracts, less current portion | 1,427 | |
Other | 3,459 | 2,199 |
Total other long-term liabilities | $ 41,203 | $ 32,575 |
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, 2021USD ($) | |
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, 2021 | Dec. 31, 2020 | |
Asset Retirement Obligation [Abstract] | ||
Balance at beginning of year | $ 41,767 | $ 35,777 |
Recognition of asset retirement obligations | 3,840 | 5,997 |
Changes in estimated cash flows or settlement dates | (191) | (1,086) |
Accretion | 1,762 | 1,394 |
Obligations settled | (1,429) | (315) |
Balance at end of year | 45,749 | 41,767 |
Current portion, included within accrued expenses and other current liabilities | 383 | 317 |
Asset retirement obligations | $ 45,366 | $ 41,450 |
Debt - Summary of Balances for
Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 16,809 | $ 20,007 |
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 | $ 829,844 | $ 533,187 |
Current portion | 10,939 | 2,631 |
Noncurrent portion | 818,905 | 530,556 |
Deferred financing costs, net | 8,270 | 3,257 |
Noncurrent portion, net of deferred financing costs | 810,635 | 527,299 |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 630,575 | $ 513,180 |
JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 182,460 |
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, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2022 | $ 11,441 | |
2023 | 14,276 | |
2024 | 644,950 | |
2025 | 14,475 | |
2026 | 145,034 | |
Thereafter | 1,221 | |
Total future payments | 831,397 | |
Less impact of discounting | 1,553 | |
Total future principal payments | 829,844 | |
Current portion of debt and finance lease obligations | 10,939 | $ 2,631 |
Long-term portion | 818,905 | |
Debt [Member] | ||
Debt Instrument [Line Items] | ||
2022 | 8,211 | |
2023 | 10,948 | |
2024 | 641,523 | |
2025 | 10,948 | |
2026 | 141,405 | |
Total future payments | 813,035 | |
Total future principal payments | 813,035 | |
Current portion of debt and finance lease obligations | 8,211 | |
Long-term portion | 804,824 | |
Finance Lease Obligations [Member] | ||
Debt Instrument [Line Items] | ||
2022 | 3,230 | |
2023 | 3,328 | |
2024 | 3,427 | |
2025 | 3,527 | |
2026 | 3,629 | |
Thereafter | 1,221 | |
Total future payments | 18,362 | |
Less impact of discounting | 1,553 | |
Total future principal payments | 16,809 | |
Current portion of debt and finance lease obligations | 2,728 | |
Long-term portion | $ 14,081 |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 31, 2021 | Jul. 29, 2021USD ($) | Jul. 28, 2021 | Apr. 01, 2019USD ($) | Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021USD ($) | Sep. 30, 2021 | Dec. 31, 2021USD ($)Site | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 28, 2022USD ($) |
JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum fixed charge coverage ratio | 1.10% | |||||||||||||||
JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, maturity date | Jul. 16, 2026 | |||||||||||||||
Letters of credit outstanding, amount | $ 800,000 | $ 800,000 | ||||||||||||||
Maximum [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 6.25% | |||||||||||||||
Maximum [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment fee based on unused portion of the credit facility | 0.375% | |||||||||||||||
Maximum [Member] | LIBOR [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 250.00% | |||||||||||||||
Maximum [Member] | Base Rate [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 150.00% | |||||||||||||||
Minimum [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment fee based on unused portion of the credit facility | 0.25% | |||||||||||||||
Minimum [Member] | LIBOR [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 150.00% | |||||||||||||||
Minimum [Member] | Base Rate [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 50.00% | |||||||||||||||
Scenario Forecast [Member] | Maximum [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | 5.50% | 5.75% | 6.00% | ||||||||||||
Standby Letters of Credit [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment fee percentage | 0.125% | |||||||||||||||
Letters of credit fronting fee percentage | 0.125% | |||||||||||||||
Notes Payable to Banks [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, interest rate at period end | 2.60% | 2.60% | ||||||||||||||
Notes Payable to Banks [Member] | Base Rate [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||||||
Finance Lease Obligations [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Weighted average discount rate, percent | 3.50% | 3.50% | ||||||||||||||
Interest on finance lease obligation | $ 600,000 | $ 700,000 | $ 800,000 | |||||||||||||
Finance Lease Obligations [Member] | Getty Realty Corporation [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Lessee leasing arrangements, operating leases, term of contract | 15 years | 15 years | ||||||||||||||
Lease extended period of lease | 20 years | |||||||||||||||
Number of gas stations leased | Site | 109 | |||||||||||||||
Finance lease, weighted average remaining lease term | 5 years 3 months 18 days | 5 years 3 months 18 days | ||||||||||||||
Percentage increase annual fixed rent payments | 1.50% | |||||||||||||||
Finance Lease Obligations [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Percentage increase of fair value at lease inception exceeds total fair value real property | 25.00% | |||||||||||||||
CAPL Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 750,000,000 | $ 112,700,000 | $ 112,700,000 | |||||||||||||
Debt instrument, maturity date | Apr. 30, 2024 | |||||||||||||||
Ability to increase line of credit facility, maximum borrowing capacity | $ 300,000,000 | |||||||||||||||
Line of credit facility financial covenants combined interest charge coverage ratio | 2.50% | |||||||||||||||
Letters of credit outstanding, amount | 4,000,000 | $ 4,000,000 | 4,000,000 | |||||||||||||
Outstanding under term loan facility | $ 630,575,000 | $ 630,575,000 | $ 513,180,000 | |||||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment fee percentage | 0.50% | |||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 6.00% | 6.00% | ||||||||||||||
Letters of credit fronting fee percentage | 0.50% | |||||||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 300.00% | |||||||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 200.00% | |||||||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Commitment fee percentage | 0.25% | |||||||||||||||
Letters of credit fronting fee percentage | 0.25% | |||||||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 150.00% | |||||||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Consolidated leverage ratio | 50.00% | |||||||||||||||
CAPL Credit Facility [Member] | Jet-Pep Assets Acquisition [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 4.75% | |||||||||||||||
CAPL Credit Facility [Member] | Scenario Forecast [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | 5.50% | 5.75% | |||||||||||||
CAPL Credit Facility [Member] | Swing-Line Loans [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, increase (decrease), net | $ 35,000,000 | |||||||||||||||
CAPL Credit Facility [Member] | Standby Letters of Credit [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, increase (decrease), net | $ 65,000,000 | |||||||||||||||
Commitment fee percentage | 0.125% | |||||||||||||||
Letters of credit fronting fee percentage | 0.125% | |||||||||||||||
CAPL Credit Facility [Member] | Upon Issuance of Qualified Senior Notes [Member] | Scenario Forecast [Member] | Maximum [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] | Upon Issuance of Qualified Senior Notes [Member] | Scenario Forecast [Member] | Jet-Pep Assets Acquisition [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.50% | |||||||||||||||
CAPL Credit Facility [Member] | Senior Secured Notes [Member] | Scenario Forecast [Member] | Maximum [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 3.75% | |||||||||||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 4.00% | |||||||||||||||
CAPL Credit Facility [Member] | Notes Payable to Banks [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, interest rate at period end | 2.80% | 2.80% | ||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||||||||
Senior Secured Credit Facility [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | |||||||||||||||
Term Loan Facility [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 185,000,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||||
Percentage of unpaid principal amount | 1.50% | |||||||||||||||
Debt Instrument, due date of first payment | Apr. 1, 2022 | |||||||||||||||
Outstanding under term loan facility | 182,500,000 | 182,500,000 | ||||||||||||||
Term Loan Facility [Member] | JKM Credit Facility [Member] | Subsequent Event [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Borrowed under term loan facility to partially fund the acquisition of final three sites from 7-Eleven | $ 1,100,000 | |||||||||||||||
Revolving Credit Facility [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | $ 14,200,000 | $ 14,200,000 | |||||||||||||
Revolving Credit Facility [Member] | Swing-Line Loans [Member] | Maximum [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, increase (decrease), net | 7,500,000 | |||||||||||||||
Revolving Credit Facility [Member] | Standby Letters of Credit [Member] | JKM Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, increase (decrease), net | $ 5,000,000 |
Interest Rate Swap Contracts -
Interest Rate Swap Contracts - Additional Information (Details) $ in Millions | Apr. 15, 2020USD ($)Derivative | Mar. 26, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Derivative Instruments Gain Loss [Line Items] | ||||
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense | $ 0.1 | |||
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. 1, 2024 | Apr. 1, 2024 | ||
Number of interest rate swap contracts | Derivative | 2 | |||
Fair value of contract, net asset | $ 3 | $ 3 | ||
Fair value of contract, net liability | 2.5 | 2.5 | ||
Net realized loss | $ 1 | $ 0.4 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)Store | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Operating Leases [Line Items] | |||
Non-cancelable operating leases obligation expiration period | 2041 | ||
Weighted average remaining lease term | 5 years 7 months 6 days | ||
Number of retail sites leased to third party | Store | 462 | ||
Variable lease payments | $ 3.4 | $ 2.3 | $ 1.8 |
Short-term lease payments | 1.7 | 0.8 | 0.6 |
Operating lease payments | $ 33.5 | 33.1 | 25.8 |
Weighted average discount rate | 6.20% | ||
Number of company operated sites | Store | 124 | ||
Sublease rental income | $ 34.5 | 34.8 | $ 38.2 |
Lessor operating lease term of expiration | through 2037 | ||
Deferred rent income under lease agreement | $ 5.1 | $ 5.3 | |
Minimum [Member] | |||
Operating Leases [Line Items] | |||
Sublease contract term | 1 year | ||
Maximum [Member] | |||
Operating Leases [Line Items] | |||
Sublease contract term | 10 years |
Operating Leases - Schedule of
Operating Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases [Line Items] | |||
Lease expense | $ 38,627 | $ 35,362 | $ 28,557 |
Cost of Sales [Member] | |||
Operating Leases [Line Items] | |||
Lease expense | 23,765 | 25,214 | 27,493 |
Operating Expenses [Member] | |||
Operating Leases [Line Items] | |||
Lease expense | 13,531 | 9,067 | 379 |
General and Administrative Expenses [Member] | |||
Operating Leases [Line Items] | |||
Lease expense | $ 1,331 | $ 1,081 | $ 685 |
Operating Leases - Summary of F
Operating Leases - Summary of Future Minimum Rental Payments Under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2022 | $ 36,041 | |
2023 | 33,691 | |
2024 | 30,540 | |
2025 | 28,180 | |
2026 | 24,092 | |
Thereafter | 68,812 | |
Total future payments | 221,356 | |
Less impact of discounting | 46,375 | |
Operating lease liability | 174,981 | |
Current portion | 34,832 | $ 31,958 |
Long-term portion | $ 140,149 | $ 141,380 |
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, 2021USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
2022 | $ 50,189 |
2023 | 39,783 |
2024 | 33,130 |
2025 | 25,792 |
2026 | 17,262 |
Thereafter | 33,339 |
Total future minimum lease payments | $ 199,495 |
Related Party Transactions - Wh
Related Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Rental income | $ 83,182 | $ 83,233 | $ 90,139 |
DMS [Member] | Fuel Sales Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 27,127 | 142,236 | |
DMS [Member] | Rental Income [Member] | |||
Related Party Transaction [Line Items] | |||
Rental income | $ 1,395 | $ 6,326 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Apr. 14, 2020USD ($) | Jan. 15, 2020 | Dec. 31, 2021USD ($)Store$ / gal | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | |||||
Rental income | $ 83,182,000 | $ 83,233,000 | $ 90,139,000 | ||
Accounts receivable from related parties | 1,149,000 | 931,000 | |||
Rent expense | 38,627,000 | 35,362,000 | 28,557,000 | ||
Accounts payable to related parties | 7,679,000 | 5,379,000 | |||
Incentive distribution | 133,000 | 533,000 | |||
Cost of services | 3,302,306,000 | 1,720,196,000 | 1,994,792,000 | ||
Income from CST Fuel Supply equity interests | 3,202,000 | 14,768,000 | |||
General and Administrative Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | $ 1,331,000 | 1,081,000 | 685,000 | ||
CST Brands Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fuel purchase commitments of fixed markup on cost per gallon | $ / gal | 0.05 | ||||
Topper Group Omnibus Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Partnership agreement effective date | Jan. 1, 2020 | ||||
Topper Group Omnibus Agreement [Member] | Joes Kwik Marts [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost and expenses incurred | $ 62,500,000 | 38,400,000 | |||
Wholesale Fuel Supply Contracts/Rights [Member] | CST Brands Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 17.50% | ||||
Income from CST Fuel Supply equity interests | 3,200,000 | 14,800,000 | |||
DMS [Member] | Retail and Wholesale Acquisition [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | $ 0 | ||||
Topper And Entities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rental income | $ 58,000,000 | 21,000,000 | 300,000 | ||
Accounts receivable from related parties | $ 1,300,000 | 700,000 | |||
Date of fuel supply to related parties | Apr. 14, 2020 | ||||
Rent expense | $ 9,300,000 | 6,600,000 | 1,100,000 | ||
Accounts payable to related parties | 100,000 | ||||
Cost of services | 2,200,000 | 600,000 | 1,000,000 | ||
Topper Group [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 0 | ||||
Rent expense | 100,000 | 100,000 | |||
Cost and expenses incurred | 200,000 | 200,000 | |||
Incentive distribution | 100,000 | ||||
Dividends cash | 34,700,000 | 37,100,000 | 16,000,000 | ||
Topper Group [Member] | Topper Group Omnibus Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Right of termination prior written notice period | 180 days | ||||
Accounts payable to related parties | 6,100,000 | 3,700,000 | |||
The General Partner [Member] | Topper Group 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 | 6,200,000 | 2,000,000 | 2,000,000 | ||
Topper And Entities [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable to related parties | 1,500,000 | 1,500,000 | |||
Merchandise costs | 19,700,000 | 14,400,000 | |||
CST Brands Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Rent expense | 1,300,000 | 1,100,000 | 700,000 | ||
Company Affiliated with a Member of the Board [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost of services related to public relations and website consulting | $ 100,000 | 100,000 | 100,000 | ||
Circle K Stores Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Incentive distribution | 500,000 | ||||
Dividends cash | 15,700,000 | ||||
Number of Stores | Store | 42 | ||||
Number of retail sites leased to related party | Store | 11 | ||||
Lessor leasing arrangements, operating leases, initial term | 10 years | ||||
Circle K Stores Inc. [Member] | Jet-Pep Assets Acquisition [Member] | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ 40,100,000 | 263,500,000 | |||
Circle K Stores Inc. [Member] | Transitional Omnibus Agreement and Circle K Omnibus Agreement [Member] | General and Administrative Expenses [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cost and expenses incurred | $ 11,600,000 |
Related Party Transactions - Re
Related Party Transactions - Revenues from Wholesale Fuel Sales and Real Property Rental Income from Circle K (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Rental income | $ 83,182 | $ 83,233 | $ 90,139 |
Circle K Stores Inc. [Member] | Fuel Sales Transaction [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 146,444 | 97,040 | 153,055 |
Circle K Stores Inc. [Member] | Rental Income [Member] | |||
Related Party Transaction [Line Items] | |||
Rental income | $ 2,891 | $ 5,641 | $ 13,898 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Supplemental Income Statement Information for CST Fuel Supply (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 25, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Income Statement Information [Line Items] | ||||
Gross profit | $ 276,953 | $ 212,127 | $ 154,637 | |
Net income | $ 21,654 | $ 107,456 | 18,076 | |
CST Brands Inc. [Member] | ||||
Supplemental Income Statement Information [Line Items] | ||||
Gross profit | $ 17,820 | 87,010 | ||
Net income | $ 17,476 | $ 85,310 |
Environmental Matters - Schedul
Environmental Matters - Schedule of Rollforward of Our Environmental Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Environmental Exit Cost [Line Items] | ||
Balance at beginning of year | $ 41,767 | $ 35,777 |
Obligations settled | (1,429) | (315) |
Balance at end of year | 45,749 | 41,767 |
Current portion, included within accrued expenses and other current liabilities | 383 | 317 |
Asset retirement obligations | 45,366 | 41,450 |
Environmental Restoration Costs [Member] | ||
Environmental Exit Cost [Line Items] | ||
Balance at beginning of year | 3,914 | 3,390 |
Provision for new environmental losses | 2,996 | 210 |
Changes in estimates for previously incurred losses | 6 | 1,403 |
Obligations settled | (1,540) | (1,089) |
Balance at end of year | 5,376 | 3,914 |
Current portion, included within accrued expenses and other current liabilities | 2,419 | 1,710 |
Asset retirement obligations | $ 2,957 | $ 2,204 |
Environmental Matters - Additio
Environmental Matters - Additional Information (Details) $ in Millions | Dec. 31, 2021USD ($) |
Environmental Remediation Obligations [Abstract] | |
Other Assets, Miscellaneous, Noncurrent | $ 3.2 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Volume Purchase Requirements (Details) gal in Thousands | 12 Months Ended |
Dec. 31, 2021gal | |
Long Term Commitment Excluding Unconditional Purchase Obligation [Abstract] | |
2022 | 656,734 |
2023 | 508,331 |
2024 | 399,200 |
2025 | 349,825 |
2026 | 341,721 |
Thereafter | 1,154,233 |
Total | 3,410,044 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ / shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021NonEmployeeDirectorshares | Feb. 28, 2021NonEmployeeDirectorshares | Dec. 31, 2021USD ($)shares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Maximum number of common units authorized | shares | 1,505,000 | 1,505,000 | |||||
Accrual balance | $ | $ 1,000 | $ 1,000 | |||||
Phantom Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Phantom units granted | shares | 3,252 | 1,509 | 37,015 | ||||
Number of non-employee directors to whom Phantom Units are granted. | NonEmployeeDirector | 5 | 3 | |||||
Vesting of incentive, director and equity awards, net of units withheld for taxes, Units | shares | 16,833 | ||||||
Phantom units forfeited | shares | 6,090 | ||||||
Vesting rights description | 50% vest ratably over three years through December 31, 2024 and 50% vest upon the employee’s death, disability or retirement. | ||||||
Vesting percentage | 50.00% | ||||||
Remaining vesting rights percentage based upon employee's death, disability or retirement | 50.00% | ||||||
Vesting period | 3 years | ||||||
Phantom Performance Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Initial target value of forfeited performance-based awards | $ / shares | $ 0.1 | ||||||
Performance Based Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Performance-based awards with an initial target value | $ | $ 900,000 | ||||||
Percentage of performance-based awards are weighted for increase of funds flow from operations per unit | 65.00% | ||||||
Percentage of Performance Based Awards for Leverage | 35.00% | ||||||
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 | 0.00% | ||||||
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 | 200.00% | ||||||
Partnership Equity-Based Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity-based employee and directors compensation expense | $ | $ 1,300,000 | $ 100,000 | $ 900,000 | ||||
Partnership Equity-Based Awards [Member] | GP Purchase [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Equity-based employee and directors compensation expense | $ | $ 500,000 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-Based Award Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Phantom Performance Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Forfeited, Initial Target Value | $ (100,000) | ||
Employees [Member] | Phantom Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested, Beginning balance | 48,112 | ||
Granted | 37,015 | 48,112 | |
Forfeited | (6,090) | ||
Vested | (7,004) | ||
Nonvested, Ending balance | 72,033 | 48,112 | |
Employees [Member] | Phantom Performance Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested, Initial Target Value, Beginning balance | $ 881 | ||
Granted, Initial Target Value | 927 | $ 881 | |
Forfeited, Initial Target Value | (135) | ||
Nonvested, Initial Target Value, Ending balance | $ 1,673 | $ 881 | |
Director [Member] | Phantom Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested, Beginning balance | 12,306 | 2,041 | |
Granted | 20,787 | 12,306 | |
Vested | (16,833) | (2,041) | |
Nonvested, Ending balance | 16,260 | 12,306 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2018 | |
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 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. | |||||
CARES ACT 2020 aid carryback of net operating losses period | 5 years | 5 years | ||||
CARES ACT 2020 aid limitation on use of net operating losses | 80.00% | |||||
CARES ACT 2020 aid increases in adjusted taxable income limitation | 30.00% | |||||
CARES Act 2020 aid incremental current income tax expense (benefit) | [1] | $ 329,000 | $ (1,003,000) | |||
Statutory tax rate | 21.00% | 21.00% | 34.00% | 34.00% | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||||
2015 Through 2018 [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
CARES Act 2020 aid Net operating tax losses carryforwards | $ 16,900,000 | |||||
Earliest Tax Year [Member] | Federal Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax year under examination | 2018 | |||||
Earliest Tax Year [Member] | State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax year under examination | 2018 | |||||
Latest Tax Year [Member] | Federal Tax Authority [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax year under examination | 2021 | |||||
Latest Tax Year [Member] | State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Income tax year under examination | 2021 | |||||
Maximum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
Limited partnership percentage of non qualifying income to gross income | 10.00% | |||||
CARES ACT 2020 aid increases in adjusted taxable income limitation | 50.00% | |||||
Minimum [Member] | ||||||
Operating Loss Carryforwards [Line Items] | ||||||
CARES ACT 2020 aid increases in adjusted taxable income limitation | 30.00% | |||||
[1] | The CARES Act allowed a 5-year carryback of net operating losses generated in 2020, which resulted in the recognition of an incremental benefit at the 34% statutory federal rate in effect for 2015 through 2017 relative to the current statutory federal rate of 21%. |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense Relatedto Net Income [Abstract] | |||
U.S. federal | $ 329 | $ (3,973) | $ (4,865) |
U.S. state | 207 | 461 | 66 |
Total current | 536 | (3,512) | (4,799) |
U.S. federal | (3,927) | (491) | 4,895 |
U.S. state | 166 | (3,945) | (1,326) |
Total deferred | (3,761) | (4,436) | 3,569 |
Income tax benefit | $ (3,225) | $ (7,948) | $ (1,230) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Taxes Differencebetweenthe Actual Income Tax Provisionand Income Taxes [Abstract] | ||||
Consolidated income from continuing operations before income taxes - all domestic | $ 18,429 | $ 99,508 | $ 16,846 | |
Income from continuing operations before income taxes of non-taxable entities | (37,072) | (119,457) | (16,902) | |
Loss from continuing operations before income taxes of corporate entities | (18,643) | (19,949) | (56) | |
Federal income tax benefit at statutory rate | (3,915) | (4,189) | (11) | |
Increase (decrease) due to: | ||||
Rate difference on NOL carryback | [1] | 329 | (1,003) | |
Nondeductible expenses | 1 | 54 | ||
State income taxes, net of federal income tax benefit | [2] | 372 | (2,712) | (995) |
Non-taxable refund | (11) | (45) | (278) | |
Income tax benefit | $ (3,225) | $ (7,948) | $ (1,230) | |
[1] | The CARES Act allowed a 5-year carryback of net operating losses generated in 2020, which resulted in the recognition of an incremental benefit at the 34% statutory federal rate in effect for 2015 through 2017 relative to the current statutory federal rate of 21%. | |||
[2] | The state tax expense in 2021 was primarily driven by gross receipts-based or net assets-based tax in certain states. The state tax benefit in 2020 was primarily driven by changes in apportionment due to a reduction in gross receipts in certain combined filing states where we were generally in a net deferred tax liability position and an increase in gross receipts in separate company filing states that do not conform to federal bonus depreciation rules where we are generally in a net deferred tax asset position. The conversion of company operated sites to dealer operated sites in 2019 resulted in a reduction in gross receipts primarily in combined filing states. See Note 4 for information regarding the acquisition of retail and wholesale assets, which resulted in an increase in gross receipts primarily in separate filing states. |
Income Taxes - Schedule of Di_2
Income Taxes - Schedule of Difference Between Actual Income Tax Provision and Income Taxes (Parenthetical) (Details) | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2018 |
Income Taxes Differencebetweenthe Actual Income Tax Provisionand Income Taxes [Abstract] | |||||
CARES ACT 2020 aid carryback of net operating losses period | 5 years | 5 years | |||
Statutory tax rate | 21.00% | 21.00% | 34.00% | 34.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred income tax assets: | |||
Deferred rent expense | $ 121 | $ 175 | |
Operating and finance lease obligations | 34,605 | 40,274 | |
Asset retirement obligations | 10,899 | 9,847 | |
Intangible assets | 9,724 | 9,994 | |
Other assets | [1] | 13,798 | 7,361 |
Total deferred income tax assets | 69,147 | 67,651 | |
Deferred income tax liabilities: | |||
Deferred rent income | 948 | 1,036 | |
Property and equipment | 50,274 | 46,174 | |
Right-of-use assets | 30,266 | 35,463 | |
Total deferred income tax liabilities | 81,488 | 82,673 | |
Net deferred income tax liabilities | $ 12,341 | $ 15,022 | |
[1] | Includes a $2.7 million deferred tax asset related to a $12.7 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, 2021USD ($) |
Components Of Deferred Tax Assets And Liabilities [Abstract] | |
Deferred tax asset | $ 2.7 |
Federal net operating loss that has no expiration | $ 12.7 |
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 Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: | ||||
Distributions paid | $ 79,693 | $ 77,791 | $ 72,427 | |
Allocation of distributions in excess of net income | (58,039) | 29,532 | (54,884) | |
Limited partners’ interest in net income - basic and diluted | $ 21,654 | $ 107,323 | $ 17,543 | |
Denominator: | ||||
Weighted average limited partnership units outstanding - basic | 37,880,910 | 37,369,487 | 34,454,369 | |
Adjustment for phantom units | [1] | 3,214 | 30,432 | |
Weighted average limited partnership units outstanding - diluted | 37,884,124 | 37,369,487 | 34,484,801 | |
Net income per limited partnership unit - basic and diluted | $ 0.57 | $ 2.87 | $ 0.51 | |
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] | Excludes 13,364 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for 2020. |
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 Limited Partner Unit (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 13,364 | 13,364 |
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, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Partnership Distributions [Abstract] | |||||
Record Date | Feb. 3, 2022 | Nov. 3, 2021 | Aug. 3, 2021 | May 4, 2021 | Feb. 2, 2021 |
Payment Date | Feb. 10, 2022 | Nov. 10, 2021 | Aug. 10, 2021 | May 11, 2021 | Feb. 9, 2021 |
Cash Distribution (per unit) | $ 0.5250 | $ 0.5250 | $ 0.5250 | $ 0.5250 | $ 0.5250 |
Cash Distribution (in thousands) | $ 19,942 | $ 19,941 | $ 19,924 | $ 19,916 | $ 19,912 |
Net Income per Limited Partne_5
Net Income per Limited Partnership Unit - Additional Information (Details) - Equity Restructuring Agreement [Member] $ / shares in Units, $ in Millions | Jan. 15, 2020USD ($)Tradingday$ / sharesshares | Dec. 31, 2019 |
Distribution Made To Limited Liability Company L L C Member [Line Items] | ||
Distribution made to limited partner date of record | Feb. 6, 2020 | |
DM CAP Holdings [Member] | IDRs [Member] | ||
Distribution Made To Limited Liability Company L L C Member [Line Items] | ||
Common unit issued | shares | 2,528,673 | |
Common unit issued value | $ | $ 45 | |
Common unit issued per share | $ / shares | $ 17.80 | |
Number of business days prior to execution of agreement | 5 | |
Number of volume weighted average trading price business days | 20 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting [Abstract] | |||
Number of segments | Segment | 2 | ||
Contract costs, unamortized balance | $ 11 | $ 8.3 | |
Contract costs, amortization against operating revenues | $ 1.5 | $ 1.2 | $ 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 3,579,259 | $ 1,932,323 | $ 2,149,429 |
Rental income | 83,182 | 83,233 | 90,139 |
Operating income (loss) | 36,129 | 115,592 | 43,322 |
Income from CST Fuel Supply equity interests | 3,202 | 14,768 | |
Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,274,074 | 1,718,825 | 2,007,021 |
Food and Merchandise Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 209,123 | 123,295 | 47,875 |
Other Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 12,880 | 6,970 | 4,394 |
Unallocated [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (930,348) | (370,916) | (306,070) |
Operating income (loss) | (107,172) | (9,193) | (73,166) |
Unallocated [Member] | Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (930,348) | (370,916) | (306,070) |
Wholesale | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,073,597 | 1,623,002 | 1,999,931 |
Rental income | 71,536 | 72,799 | 81,427 |
Operating income (loss) | 137,841 | 123,457 | 113,299 |
Income from CST Fuel Supply equity interests | 3,202 | 14,768 | |
Wholesale | Operating Segments [Member] | Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,067,992 | 1,176,943 | 1,609,547 |
Wholesale | Operating Segments [Member] | Other Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 3,721 | 2,344 | 2,887 |
Wholesale | Intersegment [Member] | Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 930,348 | 370,916 | 306,070 |
Retail [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,436,010 | 680,237 | 455,568 |
Rental income | 11,646 | 10,434 | 8,712 |
Operating income (loss) | 5,460 | 1,328 | 3,189 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,206,082 | 541,882 | 397,474 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 209,123 | 123,295 | 47,875 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 9,159 | $ 4,626 | $ 1,507 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 34,480 | $ 29,450 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 27,932 | 23,800 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 6,548 | $ 5,650 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Decrease (increase): | |||
Accounts receivable | $ (5,336) | $ 7,497 | $ (10,997) |
Accounts receivable from related parties | (218) | 3,368 | (1,951) |
Inventories | (10,307) | (777) | 7,244 |
Other current assets | 390 | (5,593) | (868) |
Other assets | (2,385) | (2,338) | (2,697) |
Increase (decrease): | |||
Accounts payable | 2,727 | 6,559 | 12,404 |
Accounts payable to related parties | 1,999 | 4,517 | (12,923) |
Motor fuel taxes payable | 2,850 | 7,260 | 1,871 |
Accrued expenses and other current liabilities | (1,378) | 900 | (7,896) |
Other long-term liabilities | 9,992 | (2,183) | 7,180 |
Changes in operating assets and liabilities, net of acquisitions | $ (1,666) | $ 19,210 | $ (8,633) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $ 16,196 | $ 16,000 | $ 26,344 |
Cash paid for income taxes, net of refunds received | $ 331 | $ 759 | $ 3,296 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Supplemental Cash Flow [Line Items] | |||
Accrued capital expenditures | $ 2,048 | $ 4,027 | $ 1,057 |
Lease liabilities arising from obtaining right-of-use assets | $ 30,460 | 70,905 | 2,879 |
Retail and Wholesale Acquisition [Member] | |||
Schedule Of Supplemental Cash Flow [Line Items] | |||
Net assets acquired | (17,092) | ||
Asset Exchanges [Member] | Circle K Stores Inc. [Member] | |||
Schedule Of Supplemental Cash Flow [Line Items] | |||
Net assets acquired | (75,935) | $ (35,740) | |
CST Fuel Supply Exchange Agreement [Member] | Circle K Stores Inc. [Member] | |||
Schedule Of Supplemental Cash Flow [Line Items] | |||
Net assets acquired | $ (54,920) |
Schedule I - Condensed Balance
Schedule I - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Total current assets | $ 106,315 | $ 74,821 |
Other assets | 24,389 | 19,129 |
Total assets | 1,270,142 | 1,014,342 |
LIABILITIES AND EQUITY | ||
Total current liabilities | 163,890 | 146,948 |
Other long-term liabilities | 41,203 | 32,575 |
Total liabilities | 1,213,584 | 904,674 |
Commitments and contingencies | ||
Equity: | ||
Common units | 53,528 | 112,124 |
Accumulated other comprehensive income (loss) | 3,030 | (2,456) |
Total equity | 56,558 | 109,668 |
Total liabilities and equity | 1,270,142 | 1,014,342 |
Parent Company [Member] | ||
ASSETS | ||
Total current assets | 115 | |
Loans to subsidiaries | 624,326 | 512,913 |
Investment in subsidiaries | 73,640 | 126,469 |
Other assets | 2,916 | |
Total assets | 700,997 | 639,382 |
LIABILITIES AND EQUITY | ||
Total current liabilities | 422 | 1,667 |
Accounts payable to subsidiaries | 16,908 | 16,698 |
Long-term debt | 627,109 | 509,922 |
Other long-term liabilities | 1,427 | |
Total liabilities | 644,439 | 529,714 |
Commitments and contingencies | ||
Equity: | ||
Common units | 53,528 | 112,124 |
Accumulated other comprehensive income (loss) | 3,030 | (2,456) |
Total equity | 56,558 | 109,668 |
Total liabilities and equity | $ 700,997 | $ 639,382 |
Schedule I - Condensed Statemen
Schedule I - Condensed Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | |||
General and administrative expenses | $ 30,930 | $ 20,991 | $ 16,849 |
Interest expense | 18,244 | 16,587 | 27,000 |
Net income | 21,654 | 107,456 | 18,076 |
Other comprehensive income (loss) | 5,486 | (2,456) | |
Comprehensive income (loss) | 27,140 | 105,000 | |
Parent Company [Member] | |||
Condensed Income Statements Captions [Line Items] | |||
Interest income from subsidiaries | 13,818 | 14,684 | 25,058 |
Operating expenses: | |||
General and administrative expenses | 236 | 153 | 255 |
Interest expense | 13,818 | 14,684 | 25,058 |
Loss before equity in net income of subsidiaries | (236) | (153) | (255) |
Equity in net income of subsidiaries | 21,890 | 107,609 | 18,331 |
Net income | 21,654 | 107,456 | 18,076 |
Other comprehensive income (loss) | 5,486 | (2,456) | |
Comprehensive income (loss) | $ 27,140 | $ 105,000 | $ 18,076 |
Schedule I - Condensed Statem_2
Schedule I - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 21,654 | $ 107,456 | $ 18,076 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization of deferred financing costs | 1,862 | 1,042 | 1,027 |
Changes in operating assets and liabilities, net of acquisitions | (1,666) | 19,210 | (8,633) |
Net cash provided by operating activities | 95,468 | 104,484 | 72,327 |
Cash flows from investing activities: | |||
Net cash used in investing activities | (298,690) | (19,549) | (15,509) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 194,895 | 106,180 | 114,300 |
Repayments on revolving credit facilities | (77,500) | (112,000) | (93,300) |
Payment of deferred financing costs | (7,201) | (3,972) | |
Distributions paid on distribution equivalent rights | (141) | (40) | (86) |
Distributions paid to holders of the IDRs | (133) | (533) | |
Distributions paid on common units | (79,552) | (77,751) | (72,341) |
Net cash provided by (used in) financing activities | 210,357 | (86,202) | (58,229) |
Net increase (decrease) in cash and cash equivalents | 7,135 | (1,267) | (1,411) |
Cash and cash equivalents at beginning of period | 513 | 1,780 | 3,191 |
Cash and cash equivalents at end of period | 7,648 | 513 | 1,780 |
Parent Company [Member] | |||
Cash flows from operating activities: | |||
Net income | 21,654 | 107,456 | 18,076 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Equity in net income of subsidiaries | (21,890) | (107,609) | (18,331) |
Amortization of deferred financing costs | 1,310 | 1,042 | 1,027 |
Changes in operating assets and liabilities, net of acquisitions | 6,512 | (3,318) | 4,062 |
Net cash provided by operating activities | 7,586 | (2,429) | 4,834 |
Cash flows from investing activities: | |||
Loans to subsidiaries | (100,402) | (106,180) | (114,300) |
Repayment of loans to subsidiaries | 77,500 | 112,000 | 93,300 |
Investment in subsidiary | (94,493) | ||
Net cash used in investing activities | (117,395) | 5,820 | (21,000) |
Cash flows from financing activities: | |||
Borrowings under revolving credit facilities | 194,895 | 106,180 | 114,300 |
Repayments on revolving credit facilities | (77,500) | (112,000) | (93,300) |
Payment of deferred financing costs | (1,519) | (3,972) | |
Distributions from subsidiaries | 73,626 | 80,353 | 72,098 |
Distributions paid on distribution equivalent rights | (141) | (40) | (86) |
Distributions paid to holders of the IDRs | (133) | (533) | |
Distributions paid on common units | (79,552) | (77,751) | (72,341) |
Net cash provided by (used in) financing activities | $ 109,809 | $ (3,391) | $ 16,166 |
Schedule I - Basis of Presentat
Schedule I - Basis of Presentation - Additional Information (Details) - Parent Company [Member] $ in Millions | Dec. 31, 2021USD ($) |
Condensed Financial Statements Captions [Line Items] | |
Restricted percent of net assets | 25.00% |
Restricted net assets | $ 74.6 |