~~(Registrant’s telephone number, including area code)~~Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” ~~“small~~“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~November 3, 2017,~~May 1, 2020, the registrant had outstanding ~~33,984,970~~37,866,005 common units.

CrossAmerica Partners LP (“CrossAmerica,” the “Partnership,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2020 (the “Form 10-Q”), which was originally filed on May 7, 2020 with the U.S. Securities and Exchange Commission (the “SEC”). The sole purpose for filing this Amendment is to include summarized financial information for our investment in CST Fuel Supply, an entity in which we owned a 17.5% interest from July 1, 2015 through March 25, 2020 and that has been accounted for as an equity method investment during that period. No other changes to the contents of the Form 10-Q have been made, except as specified in this explanatory note.

This Amendment inserts supplemental financial information into Note 10 to the financial statements under the heading “CST Fuel Supply Equity Interests.” We are filing this Amendment to include supplemental financial information for the period from January 1, 2020 through the date of closing on the CST Fuel Supply Exchange on March 25, 2020 in Note 10 to the financial statements in order to more clearly comply with the requirements of Regulation S-X Rule 10-01(b)(1). The inclusion of this summarized financial information of CST Fuel Supply in this Amendment does not impact or affect our consolidated financial condition or results of operations.

This summarized financial information was required to be included in the Form 10-Q pursuant to Rule 10-01(b)(1) of Regulation S-X and we failed to include such information. In light of these and related omissions, this Amendment includes updated disclosure regarding our conclusions with respect to the effectiveness of our disclosure controls and procedures in Item 4. Controls and Procedures.

This Amendment does not affect any other parts of, or exhibits to, the Form 10-Q, and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Form 10-Q continues to speak as of the date of the filing of the Form 10-Q, and we have not updated the disclosure contained in this Amendment to reflect events that have occurred since the filing of the Form 10-Q. Accordingly, this Amendment must be read in conjunction with the Partnership’s other filings made with the SEC subsequent to the filing of the Form 10-Q, including amendments to those filings, if any.

¹ No changes have been made and the inclusion of Commonly Used Defined Terms is solely for the convenience of the reader.

The following is a list of certain acronyms and terms generally used in the industry and throughout this document:

CrossAmerica Partners LP and subsidiaries:

CrossAmerica Partners LP		CrossAmerica, the Partnership, we, us, our	~~CrossAmerica Partners LP~~

LGW		Lehigh Gas Wholesale LLC

LGPR		LGP Realty Holdings LP

LGWS		Lehigh Gas Wholesale Services, Inc. and subsidiaries

CrossAmerica Partners LP related ~~and affiliated parties:~~parties at any point during 2019 or 2020:

Circle K		Circle K Stores Inc., a Texas corporation, and a wholly owned subsidiary of Couche-Tard

Couche-Tard		Alimentation Couche-Tard Inc. (TSX: ATD.A ATD.B)

CST		CST Brands, LLC ~~a wholly~~and subsidiaries, indirectly owned ~~subsidiary of~~by Circle K.

~~DMR~~	~~Dunne Manning Realty LP, an entity affiliated with Joseph V. Topper, Jr., a member of the Board.~~

~~DMS~~	Dunne Manning Stores LLC (formerly known as Lehigh Gas-Ohio, LLC), an entity affiliated with the family of Joseph V. Topper, Jr., a member of the Board. DMS is an operator of retail motor fuel stations. DMS leases retail sites from us in accordance with a master lease agreement with us and DMS purchases substantially all of its motor fuel for these sites from us on a wholesale basis under rack plus pricing. The financial results of DMS are not consolidated with ours.

~~General Partner~~	~~CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company.~~

CST Fuel Supply		CST Fuel Supply LP is the parent of CST Marketing and Supply, ~~LLC, CST’s wholesale motor fuel supply business, which provides wholesale fuel distribution to the majority of CST’s U.S. retail convenience stores on~~indirectly owned by Circle K. From July 1, 2015 through March 25, 2020, we owned a ~~fixed markup per gallon. As of September 30, 2017, our total~~17.5% limited partner interest in CST Fuel Supply. See Note 3 to the financial statements for information regarding the closing of the CST Fuel Supply ~~was 17.5%.~~Exchange.

CST Marketing and Supply		CST Marketing and Supply, LLC, indirectly owned by Circle K. It is CST’s wholesale motor fuel supply business, which provides wholesale fuel distribution to the majority of CST’s legacy U.S. retail convenience stores on a fixed markup per gallon. ~~As of September 30, 2017, our total limited partner interest in CST Marketing and Supply was 17.5%.~~

CST Services		CST Services, LLC, a wholly owned subsidiary of Circle K

~~Topstar~~DMI		~~Topstar Enterprises,~~Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity ~~associated~~affiliated with the Topper Group

DMP		Dunne Manning Partners LLC, an entity affiliated with the Topper Group and controlled by Joseph V. Topper, Jr. ~~Topstar~~Since November 19, 2019, DMP has owned 100% of the membership interests in the sole member of the General Partner.

DMR		Dunne Manning Realty LP, an entity affiliated with the Topper Group

DMS		Dunne Manning Stores LLC (formerly known as Lehigh Gas-Ohio, LLC), an entity affiliated with the Topper Group. Through April 14, 2020, DMS was an operator of retail motor fuel stations. DMS leased retail sites from us in accordance with a master lease agreement and purchased a significant portion of its motor fuel for these sites from us on a wholesale basis under rack plus pricing. The financial results of DMS are not consolidated with ours. See Note 4 to the financial statements regarding the acquisition of retail and wholesale assets from the Topper Group and related termination of the fuel supply and master lease agreements with us.

General Partner		CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by the Topper Group.

Topper Group		Joseph V. Topper, Jr., collectively with his affiliates and family trusts that have ownership interests in the Partnership. Joseph V. Topper, Jr. is the founder of the Partnership and a member of the Board. The Topper Group is a related party and large holder of our common units

TopStar		TopStar Inc., an entity affiliated with a family member of Joseph V. Topper, Jr. TopStar is an operator of convenience stores that leases retail sites from us, ~~but does not purchase~~and since April 14, 2020, also purchases fuel from us.

Recent Acquisitions:

~~PMI~~	~~Petroleum Marketers, Inc., acquired in April 2014~~

~~Erickson~~	~~Erickson Oil Products, Inc., acquired in February 2015~~

~~One Stop~~	~~M&J Operations, LLC, acquired in July 2015~~

Franchised Holiday Stores		The franchised Holiday stores acquired ~~from S/S/G Corporation~~ in March 2016

~~State Oil~~Jet-Pep Assets		The assets acquired from ~~State Oil Company~~Jet-Pep, Inc. in ~~September 2016~~November 2017

	September 30,			December 31,			March 31,			December 31,
	2017			2016			2020			2019
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash	$	1,566			1,350
Accounts receivable, net of allowances of $476 and $487, respectively		23,930			29,251
Cash and cash equivalents							$	8,907		$	1,780
Accounts receivable, net of allowances of $642 and $557, respectively								28,036			38,051
Accounts receivable from related parties		14,994			12,975			1,687			4,299
Inventories		12,020			13,164
Motor fuel inventory								4,945			6,230
Assets held for sale		2,496			2,111			16,331			13,231
Other current assets		7,168			6,556			5,272			5,795
Total current assets		62,174			65,407			65,178			69,386
Property and equipment, net		634,718			677,329			574,584			565,916
Right-of-use assets, net								123,831			120,767
Intangible assets, net		68,989			80,760			79,331			44,996
Goodwill		89,109			89,109			88,764			88,764
Other assets		22,499			19,384			21,184			21,318
Total assets	$	877,489		$	931,989		$	952,872		$	911,147

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and capital lease obligations	$	2,884		$	2,100
Current portion of debt and finance lease obligations							$	2,515		$	2,471
Current portion of operating lease obligations								25,127			23,485
Accounts payable		37,785			34,903			46,921			57,392
Accounts payable to related parties		16,289			9,958			999			431
Accrued expenses and other current liabilities		19,210			15,705			14,894			16,382
Motor fuel taxes payable		12,081			12,467			10,073			12,475
Total current liabilities		88,249			75,133			100,529			112,636
Debt and capital lease obligations, less current portion		454,773			465,119
Debt and finance lease obligations, less current portion								526,981			534,859
Operating lease obligations, less current portion								104,007			100,057
Deferred tax liabilities, net		39,952			42,923			19,233			19,369
Asset retirement obligations		28,155			27,750			36,647			35,589
Other long-term liabilities		97,085			100,253			34,058			30,240
Total liabilities		708,214			711,178			821,455			832,750

Commitments and contingencies

Equity:
Partners’ Capital
Common units—(33,984,970 and 33,524,952 units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)		169,569			221,044
General Partner’s interest		—			—
Total Partners’ Capital		169,569			221,044
Noncontrolling interests		(294	)		(233	)
Common units—(37,023,114 and 34,494,441 units issued and outstanding at March 31, 2020 and December 31, 2019, respectively)								132,214			78,397
Accumulated other comprehensive loss								(797	)		—
Total equity		169,275			220,811			131,417			78,397
Total liabilities and equity	$	877,489		$	931,989		$	952,872		$	911,147

(Thousands of Dollars, ~~Except Unit~~except unit and ~~Per Unit Amounts)~~per unit amounts)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

2017

2016

Operating revenues^(a)

$
544,092

$
487,950

$
1,542,167

$
1,368,334

Costs of sales^(b)

502,517

448,812

1,421,524

1,251,491

Gross profit

41,575

39,138

120,643

116,843

Income from CST Fuel Supply equity interests

3,752

4,022

11,185

12,318

Operating expenses:

Operating expenses

15,371

14,224

46,853

45,754

General and administrative expenses

5,994

6,142

23,731

18,068

Depreciation, amortization and accretion expense

14,049

13,432

42,675

40,594

Total operating expenses

35,414

33,798

113,259

104,416

Gain on sales of assets, net

2,371

631

2,013

525

Operating income

12,284

9,993

20,582

25,270

Other income (expense), net

121

(59
)

366

375

Interest expense

(7,102
)

(5,634
)

(20,599
)

(16,403
)
Income before income taxes

5,303

4,300

349

9,242

Income tax expense (benefit)

966

1,308

(1,686
)

851

Net income

4,337

2,992

2,035

8,391

Less: net income (loss) attributable to noncontrolling
   interests

4

3

(1
)

9

Net income attributable to limited partners

4,333

2,989

2,036

8,382

IDR distributions

(1,115
)

(877
)

(3,162
)

(2,456
)
Net income (loss) available to limited partners

$
3,218

$
2,112

$
(1,126
)

$
5,926

Net income (loss) per limited partner unit:

Basic earnings per common unit

$
0.09

$
0.06

$
(0.03
)

$
0.18

Diluted earnings per common unit

$
0.09

$
0.06

$
(0.03
)

$
0.18

Basic and diluted earnings per subordinated unit

n/a

n/a

n/a

$
0.18

Weighted-average limited partner units:

Basic common units

33,931,056

33,366,380

33,773,964

31,714,462

Diluted common units^(c)

33,937,702

33,391,096

33,773,964

31,766,802

Basic and diluted subordinated units

—

—

—

1,537,956

Total diluted common and subordinated units

33,937,702

33,391,096

33,773,964

33,304,758

Distribution paid per common and subordinated unit

$
0.6225

$
0.6025

$
1.8525

$
1.7925

Distribution declared (with respect to each respective
   period) per common and subordinated unit

$
0.6275

$
0.6075

$
1.8675

$
1.8075

Supplemental information:

(a) Includes excise taxes of:

$
19,704

$
19,698

$
58,351

$
59,902

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

101,190

99,891

281,611

280,330

(a) Includes rental income of:

21,644

19,752

65,090

59,634

(b) Includes rental expense of:

4,876

5,103

14,593

14,870

(c) Diluted common units were not used in the calculation of diluted earnings per common unit for the nine months ended
      September 30, 2017 because to do so would have been antidilutive.

	Three Months Ended March 31,
	2020			2019
Operating revenues^(a)	$	391,695		$	471,786
Costs of sales^(b)		355,966			434,709
Gross profit		35,729			37,077

Income from CST Fuel Supply equity interests		3,202			3,426
Operating expenses:
Operating expenses		10,723			15,353
General and administrative expenses		4,480			4,418
Depreciation, amortization and accretion expense		17,227			13,061
Total operating expenses		32,430			32,832
Gain (loss) on dispositions and lease terminations, net		70,931			(59	)
Operating income		77,432			7,612
Other income, net		137			86
Interest expense		(5,540	)		(7,337	)
Income before income taxes		72,029			361
Income tax (benefit) expense		(32	)		149
Net income		72,061			212
IDR distributions		(133	)		(133	)
Net income available to limited partners	$	71,928		$	79

Basic and diluted earnings per common unit	$	2.00		$	0.00

Weighted-average limited partner units:
Basic common units		35,994,972			34,444,113
Diluted common units		35,995,933			34,456,465

Supplemental information:
(a) Includes excise taxes of:	$	14,937		$	20,444
(a) Includes rent income of:		22,688			21,638
(b) Includes rent expense of:		6,920			6,659

For the Nine Months Ended September 30,

2017

2016

Cash flows from operating activities:

Net income

$
2,035

$
8,391

Adjustments to reconcile net income to net cash flows provided by
operating activities:

Depreciation, amortization and accretion expense

42,675

40,594

Amortization of deferred financing fees

1,278

1,106

Amortization of below market leases, net

57

150

Provision for losses on doubtful accounts

46

93

Deferred income taxes

(2,971
)

69

Equity-based employees and directors compensation expense

1,889

2,597

Amended Omnibus Agreement fees settled in common units

9,900

7,600

Gain on sales of assets, net

(2,013
)

(525
)
Erickson working capital adjustment

—

335

Changes in working capital, net of acquisitions

13,542

3,288

Net cash provided by operating activities

66,438

63,698

Cash flows from investing activities:

Proceeds from sale of property and equipment

23,900

610

Capital expenditures

(10,175
)

(11,567
)
Principal payments received on notes receivable

345

214

Refund payment related to the sale by CST of California and Wyoming assets

—

17,528

Cash paid in connection with acquisitions, net of cash acquired

(2,779
)

(94,173
)
Cash paid to CST in connection with acquisitions

—

(2,900
)
Net cash provided by (used in) investing activities

11,291

(90,288
)

Cash flows from financing activities:

Borrowings under the revolving credit facility

88,840

178,270

Repayments on the revolving credit facility

(98,856
)

(82,182
)
Repurchases of common units

—

(3,252
)
Payments of long-term debt and capital lease obligations

(1,509
)

(1,772
)
Payments of sale leaseback obligations

(635
)

(541
)
Payment of deferred financing fees

(6
)

—

Contributions from parent company

329

—

Distributions paid on distribution equivalent rights

(15
)

(34
)
Distributions paid to holders of the IDRs

(3,162
)

(2,456
)
Distributions paid to noncontrolling interests

(60
)

(85
)
Distributions paid on common and subordinated units

(62,439
)

(59,653
)
Net cash (used in) provided by financing activities

(77,513
)

28,295

Net increase in cash

216

1,705

Cash at beginning of period

1,350

1,192

Cash at end of period

$
1,566

$
2,897

	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities:
Net income	$	72,061		$	212
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion expense		17,227			13,061
Amortization of deferred financing costs		261			290
Credit loss expense		91			49
Deferred income taxes		(136	)		(666	)
Equity-based employee and director compensation expense		31			202
(Gain) loss on dispositions and lease terminations, net		(70,931	)		59
Changes in operating assets and liabilities, net of acquisitions		(810	)		(2,209	)
Net cash provided by operating activities		17,794			10,998

Cash flows from investing activities:
Principal payments received on notes receivable		87			85
Proceeds from Circle K in connection with CST Fuel Supply Exchange		15,935			—
Proceeds from sale of assets		5,032			—
Capital expenditures		(5,382	)		(7,078	)
Net cash provided by (used) in investing activities		15,672			(6,993	)

Cash flows from financing activities:
Borrowings under the revolving credit facility		19,000			31,834
Repayments on the revolving credit facility		(26,500	)		(13,334	)
Payments of long-term debt and finance lease obligations		(595	)		(552	)
Payment of deferred financing costs		—			(613	)
Distributions paid on distribution equivalent rights		(1	)		(16	)
Distributions paid to holders of the IDRs		(133	)		(133	)
Distributions paid on common units		(18,110	)		(18,083	)
Net cash used in financing activities		(26,339	)		(897	)
Net increase in cash and cash equivalents		7,127			3,108
Cash and cash equivalents at beginning of period		1,780			3,191
Cash and cash equivalents at end of period	$	8,907		$	6,299

	Limited Partners’ Interest					Incentive			Accumulated other
	Common Unitholders					Distribution Rights			comprehensive loss			Total Equity
	Units		Dollars			Dollars			Dollars			Dollars
Balance at December 31, 2019		34,494,441	$	78,397		$	—		$	—		$	78,397

Net income		—		71,928			133			—			72,061
Other comprehensive loss
Unrealized loss on interest rate swap contract		—		—			—			(786	)		(786	)
Realized gain on interest rate swap contract reclassified from AOCI into interest expense		—		—			—			(11	)		(11	)
Total other comprehensive loss		—		—			—			(797	)		(797	)
Comprehensive income (loss)		—		71,928			133			(797	)		71,264

Distributions paid		—		(18,111	)		(133	)		—			(18,244	)
Issuance of units to the Topper Group in connection with the Equity Restructuring Agreement		2,528,673		—			—			—			—
Balance at March 31, 2020		37,023,114	$	132,214		$	—		$	(797	)	$	131,417

Balance at December 31, 2018		34,444,113	$	110,933		$	—		$	—		$	110,933
Transition adjustment upon adoption of ASC 842, net of tax		—		28,896			—			—			28,896
Net income and comprehensive income		—		79			133			—			212
Distributions paid		—		(18,099	)		(133	)		—			(18,232	)
Balance at March 31, 2019		34,444,113	$	121,809		$	—		$	—		$	121,809

~~CST entered into the Merger Agreement dated as~~On November 19, 2019, subsidiaries of August 21, 2016, with Circle K and Merger Sub. On June 28, 2017, Merger Sub merged with and into CST, at which time the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an indirect, wholly owned subsidiaryDMP purchased from subsidiaries of Circle K.

~~As a result of the Merger, Circle K indirectly owns all~~K: 1) 100% of the membership interests in ~~our~~the sole member of the General ~~Partner, as well as a 20.8% limited partner interest in the Partnership and all~~Partner; 2) 100% of the IDRs issued by the Partnership; and 3) an aggregate of 7,486,131 common units of the Partnership. ~~Circle K, through~~Joseph V. Topper, Jr. is the founder and, since November 19, 2019, chairman of the Board.

Through its ~~indirect ownership interest in~~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 ~~our~~the operations and ~~activities.~~activities of the Partnership. As of May 1, 2020, the Topper Group also has beneficial ownership of a 48.9% limited partner interest in the Partnership.

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:

In 2015, we issued our common units as consideration in the purchase of equity interests in CST Fuel Supply and the real property associated with certain of CST’s NTI retail sites. In addition, we also issued, and may continue to issue, our common units as payment to Circle K for charges and expenses incurred by us under the Amended Omnibus Agreement. There is no obligation for CST or our General Partner to accept common units representing limited partner interests in lieu of cash for amounts due under the Amended Omnibus Agreement. CST also acquired our common units through open market purchases from September 2015 through December 2015. At September 30, 2017, Circle K indirectly owned 20.8% of our limited partner interests.

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of ~~September 30, 2017~~March 31, 2020 and for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, ~~2016~~2019 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2020. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. The COVID-19 pandemic is anticipated to cause additional impacts to our business. See the “COVID 19 Pandemic” section below.

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.

Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net income or total equity.

~~There have been no material changes to the significant accounting policies described in our Form 10-K.~~

~~In May 2014, the FASB issued ASU 2014-09–Revenue from Contracts with Customers (Topic 606), which results in comprehensive~~Certain new revenue accounting guidance, requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized, and develops a common revenue standard under U.S. GAAP and International Financial Reporting Standards. Specifically, the core principle of the guidance 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. With the issuance of ASU 2015-14, which deferred the effective date by one year, this guidance is effective January 1, 2018. The guidance can be applied either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption. Although management continues to evaluate the impact of adopting this new guidance, we have completed an assessment and to date, have not identified any material impact on the financial statements, although it will affect disclosures. This guidance is expected to apply to over 90% of our revenues as the only primary revenue stream outside the scope of this guidance is rental income. We anticipate using the modified retrospective method of adoption.

~~In February 2016, the FASB issued ASU 2016-02–Leases (Topic 842).~~ This standard modifies existing guidance for reporting organizations that enter into leases to increase transparency by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years and interim periods within those years beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted. Management continues to evaluate the impact of this new guidance, but the adoption will have a material impact on our balance sheet as we will be required to recognize right-of-use assets and lease liabilities for operating leases. We do not anticipate adopting this guidance early. We intend to apply each of the practical expedients in adopting this new guidance.

~~In October 2016, the FASB issued ASU 2016-16–Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.~~ This standard requires companies to account for income tax effects of intercompany transactions other than inventory in the period in which the transfer occurs. This guidance is effective January 1, 2018 and requires a modified retrospective application through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We have chosen to early adopt the standard effective January 1, 2017, which had no impact as of the date of adoption but could impact us in the future.

~~In January 2017, the FASB issued ASU 2017-01–Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. We have chosen to early adopt this standard effective January 1, 2017. Although there was no impact upon adoption, among other things, this guidance will result in the capitalization rather than expensing of acquisition costs in future transactions that will be accounted for as asset acquisitions rather than business combinations under the new definition of a business.

~~In January 2017, the FASB issued ASU 2017-04–Intangibles~~–~~Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.~~ This standard removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for a company's annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Management has elected to early adopt this guidance effective January 1, 2017, which had no impact upon adoption but could result in a change in the measurement of an impairment loss if an impairment was required to be recorded in the future.

~~Certain other new financial~~ accounting pronouncements have become effective for our financial statements, but the adoption of these pronouncements did not materially impact our financial position, results of operations or ~~disclosures.~~disclosures, other than as described below.

The Partnership uses interest rate swap contracts to reduce its exposure to unfavorable changes in interest rates. The Partnership accounts for derivative contracts in accordance with ASC 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 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 credit facility.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” This standard 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. Expanded 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 impact of adopting this guidance effective January 1, 2020 was not material.

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 and, to a lesser extent, rental fees for retail sites. Our accounts receivable is generally considered as having a similar risk profile. Credit is extended to a customer based on an evaluation of the customer’s financial condition. 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. The impact of applying the new expected loss model did not result in a significantly different allowance from that determined under the incurred loss model previously applied.

New Accounting Guidance Pending Adoption – Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The amendments in this ASU 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 is effective January 1, 2021 for the Partnership. The Partnership is assessing the impact of adopting this guidance on its financial statements.

For the ~~nine~~three months ended ~~September 30, 2017 and 2016,~~March 31, 2020, we distributed ~~approximately 14% and 17%~~6% of our total wholesale distribution volumes to DMS and ~~its affiliates and~~ DMS ~~and its affiliates~~ accounted for ~~approximately 23% and 27%~~5% of our rental ~~income, respectively.~~

income. For the ~~nine~~three months ended ~~September 30, 2017 and 2016,~~March 31, 2019, we distributed 8% of our total wholesale distribution volumes to DMS and DMS accounted for 9% of our rental income. See Note 4 for information on the termination of the master lease and master fuel supply agreements with DMS in connection with our acquisition of retail and wholesale assets.

For the three months ended March 31, 2020, we distributed 5% of our total wholesale distribution volume to ~~CST~~Circle K retail sites that are not supplied by CST Fuel Supply and received ~~22% and 21%~~12% of our rental income from Circle K. For the three months ended March 31, 2019, we distributed 7% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST ~~respectively.~~Fuel Supply and received 19% of our rental income from Circle K.

For more information regarding transactions with DMS and ~~its affiliates and CST,~~Circle K, see Note 8.10.

For the ~~nine~~three months ended ~~September 30, 2017 and 2016, we received 9% of our rental income from a lessee dealer that operates certain of the retail sites acquired through the PMI and One Stop acquisitions.~~

~~For the nine months ended September 30, 2017,~~March 31, 2020, our wholesale business purchased approximately ~~28%~~24%, ~~27%~~23%, 13% and ~~17%~~11% of its motor fuel from ExxonMobil, BP, Motiva and ~~Motiva,~~Circle K, respectively. For the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2019, our wholesale business purchased approximately ~~29%~~26%, ~~24%~~25%, 13% and ~~23%~~10% of its motor fuel from ExxonMobil, BP, Motiva and ~~Motiva (Shell),~~Circle K, respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016.~~2019.

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.

The impact of COVID-19 to the results for the first quarter of 2020 was not material. However, we experienced a decrease in fuel volume starting in mid-to-late March and continuing through April. For the first quarter of 2020, the negative impact of the ~~motor~~volume decrease on fuel ~~purchased~~gross profit was offset by ~~CST Fuel Supply during all periods presented. During~~ the ~~nine months ended September 30, 2017 and 2016, CST Fuel Supply purchased approximately 1.3 billion and 1.4 billion gallons of motor fuel from Valero, respectively.~~

On August 4, 2017, we entered into a definitive asset purchase agreement (the “Purchase Agreement”), by and among (i) CrossAmerica, (ii) Jet-Pep, Inc., and (iii) other persons listed as signatories in the Purchase Agreement (collectively the “Sellers”). Pursuant to the Purchase Agreement, we have agreed to purchase the real property and the fuel supply business of 92 fee simple sites, and the leasehold interest in 5 leased real property sites; and the fuel supply business to four independent dealers, all located in Alabama (“Acquired Assets”), for an aggregate cash consideration of $72.3 million (the “Purchase Price”), subject to certain closing adjustments. We also agreed to assume certain liabilities and pay for the value of the petroleum inventory contained in the retail sites. Circle K also entered into a definitive asset purchase agreement with the Sellers. The closing of the purchase of the Acquired Assets and the closing of the purchase by Circle K of certain related retail and terminaling assetspositive impact from the ~~Sellers (the “Circle K Agreements”), are mutually conditioned upon each other. We paid a deposit of $2.8 million~~decline in ~~the third quarter of 2017.~~crude prices, which increased DTW margins.

The closing of the transaction is expected to occur in the fourth quarter of 2017, and is subject to the satisfaction or waiver of customary closing conditions. The Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties, and termination and closing conditions. We and the Sellers have generally agreed to indemnify each other for breaches of the representations, warranties and covenants contained in the Purchase Agreement, subject to survival period limitations and a general indemnification cap for the Sellers in the amount of $6.5 million in the aggregate for Sellers’ liabilities under the Purchase Agreement and the Circle K Agreements.

We have classified four sites as held for sale at September 30, 2017 and December 31, 2016. These assets are expected to be sold within a year of the date they were initially classified as held for sale. Assets held for sale were as follows (in thousands):

During the three and nine months ended September 30, 2017, as approved by the conflicts committee of our Board, we sold 28 properties to DMR for $16.6 million, resulting in a $0.5 million loss. Three additional properties and approximately $3.0 million of proceeds remain in escrow, as of September 30, 2017 until certain conditions are met. These sites were generally sites at which we did not supply fuel or represented vacant land.

~~During the three and nine months ended September 30, 2017, we sold 2 properties as~~As a result of the ~~FTC’s requirements associated with the Merger for $6.7 million, resulting in a gain~~implications of $2.2 million. In addition, Couche-Tard agreed to reimburse us for the tax liability incurred on the required sale, resulting in additional proceeds of $0.3 million, which was accounted for as a contribution to partners’ capital.

During the three and nine months ended September 30, 2017, DMS renewed its contract with one of its customers, triggering a $0.8 million earn-out payment by DMS to us under a contract entered into with DMS at the time of CST acquiring our General Partner in October 2014, which was recorded as a gain.

~~Property~~COVID-19, we assessed property and equipment, ~~net consisted~~other long-lived assets and goodwill for impairment and concluded no assets were impaired as of March 31, 2020. See Note 6 for information regarding impairment charges related primarily to classifying sites as assets held for sale.

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.

On February 25, 2020, the closing of the third tranche of asset exchanges under the Asset Exchange Agreement, entered into with Circle K on December 17, 2018 (the “Asset Exchange Agreement”), occurred (the “Third Asset Exchange”). In this Third Asset Exchange, Circle K transferred to the Partnership ten (all fee) U.S. company operated convenience and fuel retail stores (“CK Properties”) having an aggregate fair value of approximately $11.0 million, and the Partnership transferred to Circle K the real property for five of the master lease properties (“CAPL Properties”) having an aggregate fair value of approximately $10.3 million.

In connection with the closing of the Third Asset Exchange, the stores transferred by Circle K were dealerized as contemplated by the Asset Exchange Agreement and Circle K’s rights under the dealer agreements and agent agreements that were entered into in connection therewith were assigned to the Partnership.

We accounted for the first two tranches of the asset exchange as transactions between entities under common control as our General Partner was owned by Circle K at the time of closing on those transactions. Since our General Partner was acquired by the Topper Group in November 2019, the Partnership and Circle K are not entities under common control at the time of closing on the Third Asset Exchange. As such, we have recognized a gain on the sale of the five CAPL properties of $1.8 million in the statement of operations. Additionally, we recorded the following to reflect the acquisition of the CK Properties in the Third Asset Exchange (in thousands):

Through the Third Asset Exchange, the fair value of the CAPL Properties we have divested exceeds the fair value of the CK Properties we have acquired by $0.7 million. After the final tranche closing, any net valuation difference will be paid by the party owing such amount to the other.

We closed on the fourth and fifth tranches of the asset exchanges on April 7, 2020 and May 5, 2020, respectively. The stores transferred by Circle K were dealerized as contemplated by the Asset Exchange Agreement and Circle K’s rights under the dealer agreements and agent agreements that were entered into in connection therewith were assigned to the Partnership.

In this fourth asset exchange, Circle K transferred to the Partnership 13 (11 fee; 2 leased) U.S. company operated convenience and fuel retail stores having an aggregate fair value of approximately $13.1 million, and the Partnership transferred to Circle K the real property for seven of the master lease properties having an aggregate fair value of approximately $12.8 million.

In the fifth asset exchange, Circle K transferred to the Partnership 29 (22 fee; 7 leased) U.S. company operated convenience and fuel retail stores having an aggregate fair value of approximately $31.5 million, and the Partnership transferred to Circle K the real property for 13 of the master lease properties having an aggregate fair value of approximately $31.7 million.

There are 24 CK Properties and four CAPL Properties remaining to be exchanged, which are anticipated to close in the second half of 2020.

Effective March 25, 2020, pursuant to the terms of the previously announced CST Fuel Supply Exchange Agreement dated as of November 19, 2019 (the “CST Fuel Supply Exchange Agreement”), between the Partnership and Circle K, Circle K transferred to the Partnership 33 owned and leased convenience store properties (the “Properties”) and certain assets (including fuel supply agreements) relating to such Properties, as well as U.S. wholesale fuel supply contracts covering 333 additional sites (the “DODO Sites”), subject to certain adjustments, and, in exchange therefore, the Partnership transferred to Circle K all of the limited partnership units in CST Fuel Supply that were owned by the Partnership, which represent 17.5% of the outstanding units of CST Fuel Supply (collectively, the “CST Fuel Supply Exchange”). Twelve Properties and 49 DODO Sites (collectively, the “Removed Properties”) were removed from the Exchange Transaction prior to closing, and Circle K made an aggregate payment of approximately $13.4 million to us at closing in lieu of the Removed Properties, in each case, pursuant to the terms and conditions of the CST Fuel Supply Exchange Agreement.

The assets exchanged by Circle K included (a) fee simple title to all land and other real property and related improvements owned by Circle K at the Properties, (b) Circle K’s leasehold interest in all land and other real property and related improvements leased by Circle K at the Properties, (c) all buildings and other improvements and permanently attached machinery, equipment and other fixtures located on the Properties, (d) all tangible personal property owned by Circle K on the Properties, including all underground storage tanks located on the Properties, (e) all of Circle K’s rights under the dealer agreements related to the Properties and the DODO Sites, (f) Circle K’s rights under the leases to the leased Properties and all tenant leases and certain other contracts related to the Properties, (g) all fuel inventory owned by Circle K and stored in the underground storage tanks at locations operated by dealers that are independent commission marketers, (h) all assignable permits related to the Properties and related assets owned by Circle K, (i) all real estate records and related registrations and reports and other books and records of Circle K to the extent relating to the Properties, and (j) all other intangible assets associated with the foregoing assets (collectively, the “Assets”). The Partnership will also assume certain liabilities associated with the Assets.

The Partnership and Circle K have agreed to indemnify each other for, among other things, breaches of their respective representations and warranties contained in the CST Fuel Supply Exchange Agreement for a period of 18 months after the date of closing (except for certain fundamental representations and warranties, which survive until the expiration of the applicable statute of limitations) and for breaches of their respective covenants and for certain liabilities assumed or retained by the Partnership or Circle K, respectively. The respective indemnification obligations of each of the Partnership and Circle K to the other are subject to the limitations set forth in the CST Fuel Supply Exchange Agreement.

In connection with the execution of the CST Fuel Supply Exchange Agreement, the Partnership and Circle K also entered into an Environmental Responsibility Agreement, dated as of November 19, 2019 (the “Environmental Responsibility Agreement”), which agreement sets forth the parties’ respective liabilities and obligations with respect to environmental matters relating to the Properties. As further described in the Environmental Responsibility Agreement, Circle K will retain liability for known environmental contamination or non-compliance at the Properties, and the Partnership will assume liability for unknown environmental contamination and non-compliance at the Properties.

The terms of the CST Fuel Supply Exchange Agreement were approved by the independent conflicts committee of the Board.

In connection with closing on the CST Fuel Supply Exchange, on March 25, 2020, we entered into a limited consent (the “Consent”) to our credit facility, among the Partnership, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent. Pursuant to the Consent, the lenders consented to the consummation of the CST Fuel Supply Exchange.

The fair value of our investment in CST Fuel Supply that was divested and the Assets acquired was $69.0 million based on a discounted cash flow analysis. We accounted for the divestiture of our investment in CST Fuel Supply under ASC 860, “Transfers and Servicing.” We recorded a gain on the divestiture of our investment in CST Fuel Supply of $67.6 million in the first quarter of 2020, representing the fair value of assets received less the carrying value of the investment exchanged. We have no involvement with CST Fuel Supply subsequent to closing on the CST Fuel Supply Exchange. Additionally, we recorded the following to reflect the acquisition of the Assets (in thousands):

On April 14, 2020, we closed on an asset purchase agreement (“Asset Purchase Agreement”) with the sellers (“Sellers”) signatories thereto, including certain entities affiliated with Joseph V. Topper, Jr. Pursuant to the Asset Purchase Agreement, we completed the acquisition of the retail operations at 169 sites (154 company operated sites and 15 commission sites), wholesale fuel distribution to 110 sites, including 53 third-party wholesale dealer contracts, and leasehold interests in 62 sites.

The Asset Purchase Agreement provides for an aggregate consideration of $36 million, exclusive of inventory and in-store cash, with approximately $21 million paid in cash and 842,891 newly-issued common units valued at $15 million and calculated based on 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 announcement of the transaction. The 842,891 common units were issued to entities controlled by Joseph V. Topper, Jr. The cash portion of the purchase consideration is subject to customary post-closing adjustments pending satisfaction of conditions set forth in the Asset Purchase Agreement. The cash portion of the purchase price was financed with borrowings under our credit facility.

In connection with the closing of the transactions contemplated under the Asset Purchase Agreement, we assumed certain contracts with third parties and affiliates necessary for the continued operation of the sites, including agreements with dealers and franchise agreements. Further, we have entered into customary triple-net ten-year master leases with certain affiliates of the Topper Group, with an aggregate annual rent of $8.1 million payable by the Partnership.

In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, our contracts with one of the Sellers, DMS, were terminated and DMS is no longer a customer or lessee of the Partnership.

In addition, the parties performed Phase I environmental site assessments with respect to certain sites. The Sellers agreed to retain liability for known environmental contamination or non-compliance at certain sites, and the Partnership agreed to assume liability for unknown environmental contamination and non-compliance at certain sites.

Further, the Asset Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by Sellers and the Partnership, respectively, to each other. The indemnification obligations must be asserted within 18 months of the closing and are limited to an aggregate of $7.2 million for each party.

The terms of the Asset Purchase Agreement were approved by the independent conflicts committee of the Board.

We have classified 35 sites and 24 sites as held for sale at March 31, 2020 and December 31, 2019, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):

During the first quarter of 2020, we sold six properties for $5.0 million of proceeds, resulting in a gain of $1.6 million.

The increase in the number of sites classified as assets held for sale is related to our ongoing real estate rationalization effort.

We recorded an impairment charge of $5.2 million during the three months ended March 31, 2020, included within depreciation, amortization and accretion expenses on the statement of operations.

See Notes 2 and 3 for information related to the closing of the Third Asset Exchange and the CST Fuel Supply Exchange.

	September 30, 2017							December 31, 2016							March 31, 2020							December 31, 2019
	Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount		Gross Amount		Accumulated Amortization			Net Carrying Amount
Wholesale fuel supply contracts/rights	$	118,201	$	(53,607	)	$	64,594	$	118,201	$	(44,298	)	$	73,903	$	161,451	$	(82,391	)	$	79,060	$	124,479	$	(79,791	)	$	44,688
Trademarks		1,094		(807	)		287		1,094		(685	)		409		1,078		(1,078	)		—		1,078		(1,072	)		6
Covenant not to compete		4,131		(3,095	)		1,036		4,131		(2,503	)		1,628		4,552		(4,281	)		271		4,552		(4,250	)		302
Below market leases		11,401		(8,329	)		3,072		12,081		(7,261	)		4,820
Total intangible assets	$	134,827	$	(65,838	)	$	68,989	$	135,507	$	(54,747	)	$	80,760	$	167,081	$	(87,750	)	$	79,331	$	130,109	$	(85,113	)	$	44,996

See Notes 2 and 3 for information related to the closing of the Third Asset Exchange and the CST Fuel Supply Exchange.

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

Our ~~$550 million~~ revolving credit facility is secured by substantially all of our assets. Letters of credit outstanding at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019 totaled ~~$6.5 million, which reduce our~~$5.4 million. The amount of availability under the credit ~~facility. The amount of availability~~facility at ~~September 30, 2017 under the revolving credit facility,~~March 31, 2020, after taking into ~~account~~consideration debt covenant restrictions, was ~~$53.7~~$163.6 million. In connection with future acquisitions, the revolving credit facility requires, among other things, that we have, after giving effect to such acquisition, at least $20.0 million in the aggregate of borrowing availability under the revolving credit facility and unrestricted cash on the balance sheet on the date of such acquisition.

The credit facility contains certain financial ~~covenants under the credit facility.~~covenants. We are required to maintain a ~~total~~consolidated leverage ratio for the most recently completed four fiscal quarters of 4.75 to 1.00. Such threshold is increased to 5.50 to 1.00 for the quarter during a specified acquisition period (as defined in the credit facility). Upon the occurrence of a qualified note offering (as defined in the 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 credit facility) for the most recently completed four fiscal ~~quarters~~quarter period of ~~less~~not greater than ~~or equal~~3.75 to ~~4.50 : 1.00, except for periods following a material acquisition, generally defined as an acquisition with a purchase price of at least $30.0 million. The total leverage ratio shall not exceed 5.00 :~~1.00. Such threshold is increased to 4.00 to 1.00 for the ~~first three full fiscal quarters following the closing of~~quarter during a material acquisition. If we issued Qualified Senior Notes (as defined in the credit facility) in the aggregate principal amount of $175.0 million or greater, the ratio shall not exceed 5.50 : 1.00. If we issued Qualified Senior Notes of $175.0 million or greater, wespecified acquisition period. We are also required to maintain ~~a senior leverage ratio (as defined in the credit facility) of less than or equal to 3.00 : 1.00 and~~ a consolidated interest coverage ratio (as defined in the credit facility) of at least ~~2.75 :~~2.50 to 1.00. As of ~~September 30, 2017,~~March 31, 2020, we were in compliance with these financial covenants.

Our borrowings under the revolving credit facility ~~bear interest at LIBOR plus~~had a ~~margin of 3.00%. Our borrowings had an effective~~weighted-average interest rate of ~~4.24%~~3.34% as of ~~September 30, 2017.~~March 31, 2020 (LIBOR plus an applicable margin, which was 2.25% as of March 31, 2020).

8See Note 9 for information related to entering into interest rate swap contracts.

On March 26, 2020, we entered into an interest rate swap contract to hedge against interest rate volatility on our variable rate borrowings under the credit facility. The interest payments on our credit facility vary based on monthly changes in the one-month LIBOR and changes, if any, in the applicable margin, which is based on our leverage ratio as further discussed in Note 8. The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. This interest rate swap contract has been designated as a cash flow hedge and is expected to be highly effective.

The fair value of this interest rate swap contract, which is included in accrued expenses and other current liabilities and other long-term liabilities, totaled $0.8 million at March 31, 2020. See Note 12 for additional information on the fair value of the interest rate swap contract.

We report the unrealized gains and losses on our interest rate swap contract designated as a highly effective cash flow hedge 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. Net realized gains and losses from settlements of the interest rate swap contract were insignificant for the three months ended March 31, 2020.

We currently estimate that a loss of $0.3 million will be reclassified from accumulated other comprehensive loss into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

On April 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. These interest rate swap contracts have also been designated as cash flow hedges and are expected to be highly effective.

Revenues from motor fuel sales and rental income from DMS were as follows (in thousands):

Accounts receivable from DMS totaled $1.1 million and $4.1 million at March 31, 2020 and December 31, 2019, respectively.

In March 2019, we entered into an amendment of the master lease and master fuel supply agreements with DMS. These amendments included the following provisions:

DMS severed 12 sites in January 2020 from the master lease and master fuel supply agreements.

See Note 4 regarding the termination of the master lease and master fuel supply agreements with DMS in connection with the acquisition of retail and wholesale assets that closed April 14, 2020.

Revenues from rental income from TopStar, an entity affiliated with Joseph V. Topper, Jr., were $0.1 million for the three months ended March 31, 2020 and were insignificant for the three months ended March 31, 2019.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements was $0.3 million for the three months ended March 31, 2020 and 2019.

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 conflicts committee of the Board, which is composed of the independent directors of the Board.

Pursuant to the Topper Group Omnibus Agreement, DMI has 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, which services were previously provided by Circle K under the Transitional Omnibus Agreement, dated as of November 19, 2019, among the Partnership, the General Partner and Circle K.

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 totaling $3.5 million for the three months ended March 31, 2020. Such expenses are included in operating expenses and general and administrative expenses in the statement of operations. 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 $0.6 million at March 31, 2020.

We distributed $0.1 million to the Topper Group related to its ownership of our IDRs and $7.9 million related to its ownership of our common units during the three months ended March 31, 2020, respectively. See Note 15 for information regarding the elimination of the IDRs.

Certain maintenance and environmental monitoring and remediation activities are performed by an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.1 million and $0.4 million for the three months ended March 31, 2020 and 2019, respectively. Accounts payable to this related party amounted to $0.2 million and $0.1 million at March 31, 2020 and December 31, 2019, respectively.

Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from the Topper Group that the Topper Group leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board. Rent expense amounted to $0.2 million for the three months ended March 31, 2020 and 2019.

We have engaged a company affiliated with a member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2020 and 2019.

As a result of the GP Purchase, Circle K is no longer a related party from November 19, 2019 forward. However, for comparability purposes, we have disclosed balance sheet disclosures as of March 31, 2020 and December 31, 2019 and income statement amounts for transactions with Circle K for the three months ended March 31, 2020 and 2019.

We sell wholesale motor fuel under a master fuel distribution agreement to ~~48 CST~~46 Circle K retail sites and lease real property on 7340 retail sites to ~~CST~~Circle K under a master lease agreement, each having initial 10-year terms. The master fuel distribution agreement provides us with a fixed wholesale mark-up per gallon. The master lease agreement is a triple net lease.

Revenues from wholesale fuel sales and real property rental income from ~~CST~~Circle K were as follows (in thousands):

Accounts receivable from ~~CST~~Circle K for fuel amounted to ~~$3.5~~$1.1 million and ~~$3.2~~$3.1 million at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, respectively.

We incurred $2.9 million and $3.9 million for the three months ended September 30, 2017 and 2016 and $11.5 million and $12.1 million for the nine months ended September 30, 2017 and 2016, respectively, including incentive compensation costs and non-cash stock-based compensation expense under the Amended Omnibus Agreement, which are recorded as a component of operating expenses and general and administrative expenses in the statement of operations. Amounts payable to CST were $16.3 million and $10.0 million at September 30, 2017 and December 31, 2016, respectively. The amounts payable at September 30, 2017 include separation benefits associated with the Merger and equity compensation expense associated with CST stock-based awards. See Note 15 for additional information.

~~Common Units Issued to CST as Consideration for Amounts Due Under the Terms of the Amended Omnibus Agreement~~

As approved by the independent conflicts committee of the Board, the Partnership and CST mutually agreed to settle, from time to time, some or all of the amounts due under the terms of the Amended Omnibus Agreement in newly issued common units representing limited partner interests in the Partnership. We issued the following common units to CST as consideration for amounts due under the terms of the Amended Omnibus Agreement:

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. WeFrom July 1, 2015 through the closing of the CST Fuel Supply Exchange, we owned a 17.5% total interest in CST Fuel ~~Supply at September 30, 2017 and 2016.~~Supply. We ~~account~~accounted for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply ~~equity”~~equity interests” on our statement of operations, which amounted to ~~$3.8~~$3.2 million and ~~$4.0~~$3.4 million for the three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016, respectively, and $11.2 million and $12.3 million~~2019, respectively.

See Note 3 for information regarding the ~~nine months ended September 30, 2017 and 2016, respectively.~~CST Fuel Supply Exchange.

~~In connection~~CST Fuel Supply purchases gasoline for immediate distribution to specified retail locations through a supply contract with Valero. Fuel purchases are priced at the ~~Merger,~~prevailing daily rack rates at terminals serving the Federal Trade Commission (FTC) approved a final order requiring the divestiture by CST of certain retail fuel stations. As a result, in September 2017, 61 sites were sold to a third party and removed from the fuel distribution agreement between CST Marketing and Supply, a wholly-owned subsidiaryspecified locations. Revenues of CST Fuel Supply ~~and CST Services,~~represent a ~~wholly owned subsidiary~~$0.05 fixed markup on cost of ~~Circle K, and CST Marketing and Supply no longer supplies fuel to such sites. To compensate for~~gallons purchased. As a result of the ~~decrease in the amount~~pass-through nature of ~~motor fuels sold by CST Marketing and Supply, CST Services agreed to purchase~~ ~~at least 114.9 million gallons annually (the “Annual Commitment”) in addition to the volumes continued to be sold under~~ the fuel ~~distribution agreement to retail fuel stations that remain with CST after the divestiture. In addition, should CST Services fail to purchase all or a portion~~supply operations of the Annual Commitment, CST Services has agreed to make monthly payments to CST Marketing and Supply in the amount of the seller’s margin of 5 cents per gallon under the fuel distribution agreement multiplied by the number of gallons not physically sold pursuant to the Annual Commitment. Consequently, the Partnership, by virtue of its 17.5% ownership interest in CST Fuel Supply, we have presented supplemental income statement information beginning with gross profit as the ~~100% owner of CST Marketing and Supply, will continue~~most meaningful measure relevant to receive its share from the volumes sold to the 61 retail sites prior to the FTC mandated divestiture. This agreement continues until the fuel distribution agreement between CST Marketing and Supply and CST Services is terminated, which had an initial term of 10 years expiring in December 2024.

~~In July 2016, CST provided a refund payment to us related to our 17.5% interest in~~users. CST Fuel Supply ~~resulting from~~does not enter into any other transactions beyond the ~~sale by CST of 79 retail sites in California~~purchase and ~~Wyoming to 7-Eleven, Inc. and its wholly-owned subsidiary, SEI Fuel Services, Inc., to which~~resale activities described above. Supplemental income statement information for CST Fuel Supply ~~no longer supplies motor fuel. The purpose of the refund payment~~ was ~~to make us whole for the decrease in the value of our interest in CST Fuel Supply arising from sales volume decreases. The total refund payment received by us,~~ as approved by the independent conflicts committee of the Board and by the executive committee of the board of directors of CST, was approximately $18.2 million ($17.5 million in cash with the remainder in CrossAmerica common units owned by CST) and was accounted for as a contribution to equity.follows (in thousands):

In total, we purchased ~~$6.2~~$36.8 million and ~~$5.7~~$37.4 million of motor fuel from ~~CST Fuel Supply~~Circle K for the three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~2019, respectively.

Effective February 1, 2018, Couche-Tard began renegotiating fuel carrier agreements, including our wholesale transportation agreements, with third party carriers. The independent conflicts committee of our Board approved an amendment to the Circle K Omnibus Agreement effective February 1, 2018 providing for the payment by us to an affiliate of Couche-Tard of a commission based on the volume purchased by us on the renegotiated wholesale transportation contracts. This commission is to compensate such affiliate of Couche-Tard for its services in connection with the renegotiations of our fuel carrier agreements with third party carriers, which resulted in overall reductions in transportation costs to us. This commission was insignificant for the three months ended March 31, 2020 and ~~$17.9 million and $14.7~~was $0.2 million for the ~~nine~~three months ended ~~September~~March 31, 2019.

Amounts payable to Circle K related to these fuel purchases and freight commissions totaled $2.0 million and $4.7 million at March 31, 2020 and December 31, 2019, respectively.

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, ~~2017~~2020 with respect to certain services, unless earlier terminated or unless the parties extend the term of certain services.

We incurred expenses under the Transitional Omnibus Agreement and ~~2016, respectively,~~Circle K Omnibus Agreement, including incentive compensation costs and non-cash stock-based compensation expense, totaling $2.9 million for the three months ended March 31, 2019. Such expenses are included in ~~connection~~operating expenses and general and administrative expenses in the statement of operations.

Amounts payable to Circle K related to expenses incurred by Circle K on our behalf in accordance with ~~these retail sites.~~the Transitional Omnibus Agreement totaled $8.6 million and $11.5 million at March 31, 2020 and December 31, 2019, respectively. The liability balance at March 31, 2020 and December 31, 2019 includes omnibus charges that will be paid in equal quarterly payments through December 31, 2021. As such, $3.5 million and $4.6 million is classified within other noncurrent liabilities at March 31, 2020 and December 31, 2019, respectively.

In addition, from January 1, 2020 until the closing of the CST Fuel Supply Exchange, the General Partner will provide Circle K with certain administrative and operational services, on the terms and conditions set forth in the Transitional Omnibus Agreement. We recorded $0.5 million of income from such services as a reduction of operating expenses on our statement of operations for the period from January 1, 2020 through the closing of the CST Fuel Supply Exchange.

We distributed ~~$1.1 million and $0.9~~$0.1 million to ~~CST~~Circle K related to its ownership of our IDRs ~~and $4.3 million~~ and $3.9 million related to its ownership of our common units during the three months ended ~~September 30, 2017 and 2016,~~March 31, 2019, respectively.

We ~~distributed $3.2 million and $2.5 million to CST related to its ownership~~have minimum volume purchase requirements under certain of our ~~IDRs and $12.6 million and $11.5 million related~~fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to ~~its ownership of our common units during~~purchase the ~~nine months ended September 30, 2017 and 2016, respectively.~~

~~As discussed in Note 3, we sold 2 properties during~~required minimum volume for a given contract year, the ~~three and nine months ended September 30, 2017 as a result~~underlying third party’s exclusive remedies (depending on the magnitude of the ~~FTC’s requirements associated with Couche-Tard’s acquisition~~failure) are either termination of ~~CST. Couche-Tard agreed to reimburse us~~the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the ~~tax liability incurred on the required sale, resulting in additional proceeds of $0.3 million, which was accounted for as a contribution to partners’ capital.~~

~~Revenues from motor fuel sales and rental income from DMS and its affiliates were as follows (in thousands):~~

~~Accounts receivable from DMS and its affiliates totaled $10.3 million and $8.6 million at September 30, 2017 and December 31, 2016, respectively.~~

~~Revenues from rental income from Topstar were $0.2 million and $0.4 million for the three and nine months ended September 30, 2017 and 2016, respectively.~~

~~CrossAmerica leases real estate from certain entities affiliated with Joseph V. Topper, Jr., director of the Board. Rent expense paid to these entities was $0.2 million for~~given year. We did not incur any significant penalties during the three months ended ~~September 30, 2017 and 2016 and $0.7 million and $0.6 million for the nine months ended September 30, 2017 and 2016, respectively.~~

As discussed in Note 3, DMS renewed its contract with one of its customers, triggering a $0.8 million earn-out payment by DMS to us under a contract entered into with DMS at the time of CST acquiring our General Partner in October 2014.

~~Also as discussed in Note 3, we sold 28 properties to DMR during the three and nine months ended September 30, 2017 for $16.6 million.~~

Certain maintenance and environmental monitoring and remediation activities are performed by a related party of Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.4 million and $0.3 million for the three months ended September 30, 2017 and 2016 and $1.3 million and $1.2 million for the nine months ended September 30, 2017 and 2016, respectively.

Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from CST that CST leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board. The management fee charged by CST to us under the Amended Omnibus Agreement incorporates this rental expense, which amounted to $0.2 million for the three months ended September 30, 2017 and 2016 and $0.5 million and $0.4 million for the nine months ended September 30, 2017 and 2016, respectively.

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record ~~a reserve~~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. None of these proceedings, separately or in the aggregate, are expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

As part of Circle K’s acquisition of Holiday Stationstores, LLC, the FTC issued a decree in which nine sites were required to be divested. These sites were divested in September 2018, after the June 15, 2018 deadline specified in the FTC orders. As a result, Couche-Tard and/or the Partnership may be subject to civil penalties, up to a maximum allowed by law of $41,000 per day per violation of the FTC divestiture orders. Circle K has agreed to indemnify us for any such penalties and associated legal costs and as such, we have not accrued any liability.

We ~~were a co-defendant, together~~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 ~~our General Partner, CST and CST Services, in a lawsuit brought by Charles Nifong, a former employee~~varying levels of CST Services who, until March 2015, provided services to us as Chief Investment Officer and Vice President of Finance (Court of Common Pleas, Lehigh County, Pennsylvania, case number 2015-1003). Following CST’s acquisition of our General Partner, the plaintiff alleged breach of contract and associated claims relating to his termination of employment and claimed severance benefitscoverage that is considered adequate under the ~~EICP.~~circumstances to cover operations and properties. The ~~trial occurred~~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 ~~early October and the decision by the jury was to award Mr. Nifong a total~~conjunction with several of ~~$1.7 million. Such amount was recorded in general and administrative expenses~~their respective acquisitions, as further described below. Financial responsibility for ~~the three and nine months ended September 30, 2017. Under the EICP, we were also obligated to pay reasonable legal expenses incurred by the plaintiff~~environmental remediation is negotiated in connection with ~~this dispute,~~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 ~~expensed as incurred. The Partnership incurred total legal fees~~will, assume liability for existing environmental conditions.

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $4.1 million and $3.4 million at March 31, 2020 and December 31, 2019, respectively. Indemnification assets related to ~~this case~~third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $3.6 million and $3.0 million at March 31, 2020 and December 31, 2019, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of ~~$0.6 million~~the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

The estimates used in these loss accruals 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 ~~nine months ended September 30, 2017.~~

~~Environmental Matters~~amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims.

Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. Under the ~~Amended~~Circle K Omnibus Agreement, the Predecessor Entity must indemnify us for any costs or expenses that ~~it incurs~~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. ~~The Predecessor Entity’s~~Such indemnification survives the termination of the Circle K Omnibus Agreement. As such, these environmental liabilities and indemnification assets ~~associated~~are not recorded on the balance sheet of the Partnership.

Similarly, Circle K has indemnified us with ~~contributed~~respect to known contamination at the sites ~~amounted~~it has transferred to ~~$4.4 million~~us under the Asset Exchange Agreement and ~~$2.8 million at September 30, 2017~~CST Fuel Supply Exchange Agreement. As such, these environmental liabilities and ~~$6.1 million and $5.1 million at December 31, 2016, respectively.~~indemnification assets are not recorded on the balance sheet of the Partnership.

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 ~~2017~~2020 or ~~2016.~~2019.

As further discussed in Note ~~11,~~9, in March 2020, we entered into an interest rate swap contract. We used an income approach to measure the fair value of this contract, 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 13, we have accrued for unvested phantom units and ~~vested and unvested profits interests~~phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. ~~Such~~These fair value measurements are ~~deemed~~classified as Level ~~1 measurements.~~

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of ~~September 30, 2017~~March 31, 2020 and ~~2016~~December 31, 2019 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values of ~~$431.5~~$511.5 million as of ~~September 30, 2017~~March 31, 2020 and ~~$441.5~~$519.0 million as of December 31, ~~2016,~~2019, due to the frequency with which interest rates are reset and the consistency of the market spread.

~~We record~~There was no new CrossAmerica equity-based award activity for the three months ended March 31, 2020.

CrossAmerica equity-based compensation ~~as a component of general and administrative expenses in the statements of operations. Compensation~~ expense was ~~$0.2 million~~insignificant and ~~$0.7~~$0.1 million for the three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016, and $1.9 million and $2.6 million~~2019, respectively. The liability for ~~the nine months ended September 30, 2017 and 2016, respectively.~~

Under the Plan, the Partnership granted 1,233 phantom units in June 2017 to an employee of CST who provides services to the Partnership; such phantom units will vest in equal annual installments on the first, second and third anniversaries of the date of grant and this awardCrossAmerica equity-based awards was ~~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~~

Since we grant awards to employees of CST who provide services to us under the Amended Omnibus Agreement, and since the grants may be settled in cash, unvested phantom units and vested and unvested profits interests 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 at September 30, 2017insignificant for both March 31, 2020 and December 31, ~~2016 totaled $0.8 million and $1.8 million, respectively.~~2019.

Equity-based compensation expense for CST ~~granted~~ equity-based awards of approximately 47,000 and 102,000 in the form of time vested restricted stock units of CST, stock options of CST and market share units of CST for the nine months ended September 30, 2017 and 2016, respectively, which were granted to certain employees of CST for services rendered on our behalf. Expense associated with these awards that was charged to us under the ~~Amended~~Transitional Omnibus Agreement and the Circle K Omnibus Agreement was ~~$0.1 million~~insignificant for the three months ended March 31, 2020 and ~~$0.3~~$0.1 million for the three months ended ~~September 30, 2017~~March 31, 2019.

As a limited partnership, we are not subject to federal and ~~2016 and $1.6 million and $1.3 million~~state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the ~~nine months ended September 30, 2017~~calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period presented.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiary, LGWS. Current and ~~2016, respectively.~~

Atdeferred income taxes are recognized on the ~~completion~~earnings of ~~the Merger, each CST stock option, restricted stock unit~~LGWS. Deferred income tax assets and market share unit that was outstanding immediately prior to the completion of the Merger, excluding the CST restricted stock units granted in February 2017, whether vested or unvested, became fully vested and converted into the right to receive a cash payment as defined in the Merger Agreement. The Partnership was allocated a $0.4 million charge upon the accelerated vesting of these awards, included in the expense amountsliabilities are recognized for the ~~nine months ended September 30, 2017 set forth above.~~

Atfuture tax consequences attributable to temporary differences between the ~~completion~~financial statement carrying amounts of the Merger, each award of CST restricted stock units that was granted in February 2017 converted into the right to receive a cash payment as defined in the Merger Agreement, but such award will remain subject to the same vesting termsexisting assets and payment schedule as those set forth in the original restricted stock unit award agreement; provided that such award will vest in full upon an involuntary termination of employment without cause, or termination for “Good Reason,” or termination due to death, “Disability” or “Retirement.” Unrecognized compensation expense associated with CST restricted stock units granted in February 2017 amounted to $0.7 million as of September 30, 2017, which will be recognized over the vesting term through January 2020.

~~In November 2016, the Partnership granted 5,364 phantom units to non-employee directors of the Board as a portion of director compensation. Such awards vested upon the Merger.~~

~~In August 2017, the Partnership granted 10,539 phantom units to non-employee directors of the Board as a portion of director compensation. Such awards vest over one year~~liabilities and this award was 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.their respective tax bases and are measured using enacted tax rates.

The ~~liability~~Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed on March 27, 2020, which establishes a five-year carryback of net operating losses (NOLs) generated in 2018, 2019 and 2020 and temporarily suspends the 80% limitation on the use of NOLs in 2018, 2019 and 2020. The CARES Act also increases the adjusted taxable income limitation from 30% to 50% for ~~these awards at September 30, 2017~~business interest deductions under IRC Section 163(j) for 2019 and ~~December 31, 2016 was~~2020. The CARES Act did not ~~significant. The associated compensation~~have a material impact on our financial statements for the first quarter of 2020, although we continue to assess its implications.

We recorded an insignificant income tax benefit and income tax expense ~~was not significant~~of $0.1 million for the three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019, respectively, as a result of the income/losses generated by our corporate subsidiaries. The effective tax rate differs from the combined federal and ~~$0.2 million for the nine months ended September 30, 2017 and 2016.~~state statutory rate primarily because only LGWS is subject to income tax.

In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income, ~~(loss),~~ after deducting the IDRs, by the weighted-average number of outstanding common units.

13Since February 6, 2020, our common units are the only participating securities. See “Equity Restructuring” below for additional information.

The following ~~tables provide~~table provides a reconciliation of net income ~~(loss)~~ and weighted-average units used in computing basic and diluted net income ~~(loss)~~ per limited partner unit for the following periods (in thousands, except unit and per unit amounts):

For the Three Months Ended September 30,

2017

2016

Common
Units

Subordinated
Units

Common
Units

Subordinated
Units

Numerator:

Distributions paid^(a)

$
21,079

$
—

$
20,125

$
—

Allocation of distributions in excess of net income^(b)

(17,861
)

—

(18,013
)

—

Limited partners’ interest in net income - basic and
   diluted

$
3,218

$
—

$
2,112

$
—

Denominator:

Weighted average limited partnership units
   outstanding - basic

33,931,056

—

33,366,380

—

Adjustment for phantom units

6,646

—

24,716

—

Weighted average limited partnership units
   outstanding - diluted

33,937,702

—

33,391,096

—

Net income per limited partnership unit - basic

$
0.09

$
—

$
0.06

$
—

Net income per limited partnership unit - diluted

$
0.09

$
—

$
0.06

$
—

	Three Months Ended March 31,
	2020		2019
Numerator:
Distributions paid	$	18,111	$	18,099
Allocation of distributions in excess of net income		53,817		(18,020	)
Limited partners’ interest in net income - basic and diluted	$	71,928	$	79
Denominator:
Weighted-average limited partnership units outstanding - basic		35,994,972		34,444,113
Adjustment for phantom and phantom performance units		961		12,352
Weighted-average limited partnership units outstanding - diluted		35,995,933		34,456,465
Net income per limited partnership unit - basic and diluted	$	2.00	$	0.00

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

For the Nine Months Ended September 30,

2017

2016

Common
Units

Subordinated
Units

Common
Units

Subordinated
Units

Numerator:

Distributions paid^(a)

$
62,439

$
—

$
55,194

$
4,459

Allocation of distributions in excess of net income
   (loss)^(b)

(63,565
)

—

(49,542
)

(4,185
)
Limited partners’ interest in net income (loss) - basic and
   diluted

$
(1,126
)

$
—

$
5,652

$
274

Denominator:

Weighted average limited partnership units
   outstanding - basic

33,773,964

—

31,714,462

1,537,956

Adjustment for phantom units

—

—

52,340

—

Weighted average limited partnership units
   outstanding - diluted^(c)

33,773,964

—

31,766,802

1,537,956

Net income (loss) per limited partnership unit - basic

$
(0.03
)

$
—

$
0.18

$
0.18

Net income (loss) per limited partnership unit - diluted

$
(0.03
)

$
—

$
0.18

$
0.18

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.

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 ~~limited partnership, we are not subject~~wholly owned subsidiary of DMP.

Pursuant to ~~federal~~the Equity Restructuring Agreement, all of the outstanding IDRs of the Partnership, all of which were held by DM CAP Holdings, were cancelled and state income taxes, however our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income, which may differ significantly from income for financial statement purposes, is assessed at the individualconverted 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 ~~holder level. We are subject~~for the 20-day period ended on January 8, 2020, five business days prior to ~~a statutory requirement~~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.

Simultaneously with the closing of the equity restructuring, the General Partner executed and delivered the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Second Amended and Restated Partnership Agreement”) to give effect to the Equity Restructuring Agreement.

The Second Amended and Restated Partnership Agreement amended and restated the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 30, 2012, as amended, in its entirety to, among other items, (i) reflect the cancellation of the IDRs and (ii) eliminate certain legacy provisions that ~~non-qualifying income, as defined~~no longer apply, including provisions related to the IDRs and subordinated units of the Partnership that were formerly outstanding.

The terms of the Equity Restructuring Agreement were approved by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period presented.

Certain activities that generate non-qualifying income are conducted through LGWS. LGWS is a tax paying corporate subsidiary of ours that is subject to federal and state income taxes. Current and deferred income taxes are recognized on the earnings of LGWS. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates.

We recorded income tax expense of $1.0 million and $1.3 million for the three months ended September 30, 2017 and 2016 and an income tax benefit of $1.7 million and income tax expense of $0.9 million for the nine months ended September 30, 2017 and 2016, respectively, as a resultindependent conflicts committee of the income generated or losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS is subject to income tax.Board.

We conduct our business in two segments: 1) the Wholesale segment and 2) the Retail segment. The ~~wholesale~~Wholesale segment includes the wholesale distribution of motor fuel to lessee dealers, independent dealers, commission agents, DMS, ~~CST~~Circle K and through September 2019, company operated retail sites. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers. Similar to lessee dealers, we have motor fuel distribution agreements with DMS and ~~CST~~Circle K and collect rent from both. The Retail segment includes ~~the sale of convenience merchandise items, the retail sale of motor fuel at company operated retail sites and~~ the retail sale of motor fuel at retail sites operated by commission ~~agents.~~agents and through September 2019, 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.

As part of our evaluation of the economic performance of our retail sites, we will from time to time convert company owned retail sites from our Retail segment to lessee dealers in our Wholesale segment. As a result, we no longer generate revenues from the retail sale of motor fuel or merchandise at these stores subsequent to the date of conversion and we no longer incur retail operating expenses related to these retail sites. However, we continue to supply these retail sites with motor fuel on a wholesale basis pursuant to the fuel supply contract with the lessee dealer. Further, we continue to own/lease the property and earn rental income under lease/sublease agreements with the lessee dealers under triple net leases. The lessee dealer owns all motor fuel and convenience merchandise and retains all gross profit on such operating activities.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on ~~sales of assets,~~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.

15The following table reflects activity related to our reportable segments (in thousands):

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2020
Revenues from fuel sales to external customers	$	302,123	$	65,769	$	—		$	367,892
Intersegment revenues from fuel sales		47,906		—		(47,906	)		—
Rent income		20,468		2,220		—			22,688
Other revenue		1,115		—		—			1,115
Total revenues	$	371,612	$	67,989	$	(47,906	)	$	391,695

Income from CST Fuel Supply equity interests	$	3,202	$	—	$	—		$	3,202
Operating income	$	29,265	$	395	$	47,772		$	77,432

Three Months Ended March 31, 2019
Revenues from fuel sales to external customers	$	329,913	$	99,600	$	—		$	429,513
Intersegment revenues from fuel sales		75,881		—		(75,881	)		—
Revenues from food and merchandise sales		—		20,016		—			20,016
Rent income		19,636		2,002		—			21,638
Other revenue		619		—		—			619
Total revenues	$	426,049	$	121,618	$	(75,881	)	$	471,786

Income from CST Fuel Supply equity interests	$	3,426	$	—	$	—		$	3,426
Operating income (loss)	$	24,288	$	608	$	(17,284	)	$	7,612

From the dealerization of the 46 company operated sites in the third quarter of 2019 through March 31, 2020, we did not have any company operated sites. See Note 4 for information related to the acquisition of retail and wholesale assets.

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

Performance obligations are satisfied as fuel is delivered to the customer. Many of our contracts with our customers include minimum purchase volumes measured on a monthly basis, although such revenue is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The ~~following table reflects activity related~~balance of unamortized costs incurred to ~~our reportable segments (in thousands):~~obtain certain contracts with customers was $6.7 million and $6.5 million at March 31, 2020 and December 31, 2019, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.3 million for the three months ended March 31, 2020 and $0.2 million for the three months ended March 31, 2019.

Wholesale

Retail

Unallocated

Consolidated

Three Months Ended September 30, 2017

Revenues from fuel sales to external customers

$
400,296

$
93,285

$
—

$
493,581

Intersegment revenues from fuel sales

69,504

—

(69,504
)

—

Revenues from food and merchandise sales

—

28,366

—

28,366

Rent income

20,008

1,636

—

21,644

Other revenue

501

—

—

501

Total revenues

$
490,309

$
123,287

$
(69,504
)

$
544,092

Income from CST Fuel Supply Equity

$
3,752

$
—

$
—

$
3,752

Operating income (loss)

$
27,533

$
2,409

$
(17,658
)

$
12,284

Three Months Ended September 30, 2016

Revenues from fuel sales to external customers

$
348,702

$
87,318

$
—

$
436,020

Intersegment revenues from fuel sales

63,126

—

(63,126)

—

Revenues from food and merchandise sales

—

31,507

—

31,507

Rent income

18,344

1,408

—

19,752

Other revenue

671

—

—

671

Total revenues

$
430,843

$
120,233

$
(63,126
)

$
487,950

Income from CST Fuel Supply Equity

$
4,022

$
—

$
—

$
4,022

Operating income (loss)

$
27,030

$
1,893

$
(18,930
)

$
9,993

Wholesale

Retail

Unallocated

Consolidated

Nine Months Ended September 30, 2017

Revenues from fuel sales to external customers

$
1,122,903

$
272,289

$
—

$
1,395,192

Intersegment revenues from fuel sales

200,147

—

(200,147
)

—

Revenues from food and merchandise sales

80,077

—

80,077

Rent income

60,008

5,082

—

65,090

Other revenue

1,808

—

—

1,808

Total revenues

$
1,384,866

$
357,448

$
(200,147
)

$
1,542,167

Income from CST Fuel Supply Equity

$
11,185

$
—

$
—

$
11,185

Operating income (loss)

$
80,863

$
4,092

$
(64,373
)

$
20,582

Nine Months Ended September 30, 2016

Revenues from fuel sales to external customers

$
958,943

$
253,057

$
—

$
1,212,000

Intersegment revenues from fuel sales

178,772

—

(178,772)

—

Revenues from food and merchandise sales

—

95,253

—

95,253

Rent income

55,540

4,094

—

59,634

Other revenue

1,447

—

—

1,447

Total revenues

$
1,194,702

$
352,404

$
(178,772
)

$
1,368,334

Income from CST Fuel Supply Equity

$
12,318

$
—

$
—

12,318

Operating income (loss)

$
76,971

$
6,291

$
(57,992
)

$
25,270

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

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in ~~current~~operating assets and ~~current~~ liabilities as follows (in thousands):

The above changes in ~~current~~operating assets and ~~current~~ liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions.

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

~~During~~We dealerized the nine months ended September 30, 2017, the Partnership recognized a $5.3 million charge for severance and benefit costs associated with certain officers and other employees of CST Services who provided services to the Partnership and who terminated employment upon the consummation of the Merger, which constituted a change in control, as defined in the EICP and CST’s severance plans. Such costs are included in general and administrative expenses and were paid by CSTremaining 46 company operated sites in the third quarter of ~~2017. Accounts payable to related parties includes these costs as we will reimburse CST.~~

~~In addition, certain participants in the EICP received retention bonuses that will be paid in annual installments that began in July 2017 and will continue through July~~ 2019. The Partnership recorded a $1.0 million charge during the nine months ended September 30, 2017 in connection with the payments made by CST in July 2017, which were included in general and administrative expenses. In addition, the Partnership recognized a $0.3 million charge for the three and nine months ended September 30, 2017 for the payments expected to be made in July 2018 and July 2019. The Partnership anticipates recognizing future charges totaling $1.2 million over the remaining retention period, of which $0.3 million, $0.8 million and $0.1 million is anticipated to be recognized in 2017, 2018 and 2019, respectively.

~~ITEM 2. MANAGEMENT’S~~ ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

This quarterly report includes forward-looking statements, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, credit ratings, distribution growth, potential growth opportunities, potential operating performance improvements, potential improvements in return on capital employed, the effects of competition and the effects of future legislation or regulations. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “guidance,” “outlook,” “effort,” “target” and similar expressions. Such statements are based on management’s current views and assumptions, and involve risks and uncertainties that could affect expected results. These forward-looking statements include, among other things, statements regarding:

In general, we based the forward-looking statements included in this quarterly report on our current expectations, estimates and projections about our company and the industry in which we operate. We caution you that these statements are not guarantees of future performance as they involve assumptions that, while made in good faith, may prove to be incorrect, and involve risks and uncertainties we cannot predict. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Any differences could result from a variety of factors, including the following:

You should consider the areas of risk described above, as well as those set forth herein and in the section entitled “Risk Factors” included in our Form 10-K, in connection with considering any forward-looking statements that may be made by us and our businesses generally. We cannot assure you that projected results or events reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements included in this report are made as of the date of this report.

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following MD&A is intended to help the reader understand our results of operations and financial condition. This section is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to these financial statements contained elsewhere in this report, and the MD&A section and the consolidated financial statements and accompanying notes to those financial statements in our Form 10-K. Our Form 10-K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates and contractual obligations.

CST entered into the Merger Agreement dated as of August 21, 2016, with Circle K and Merger Sub. On June 28, 2017, Merger Sub merged with and into CST, at which time the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an indirect, wholly owned subsidiary of Circle K.

As a result of communicating a plan to exit the Merger, Circle K indirectly owns all of the membership interests in our General Partner, as well as a 20.8% limited partner interest in the Partnership and all of the IDRs of the Partnership. Circle K, through its indirect ownership interest in the sole member of our General Partner, has the ability to appoint all of the members of the Board of our General Partner and to control and manage the operations and activities of the Partnership.

~~The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit~~

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. We receive a fixed mark-up per gallon on approximately 87% of gallons sold to our customers. The remaining gallons are primarily DTW priced contracts with our customers. These contracts provide for variable, market based pricing that results in motor fuel gross profit effects similar to retail motor fuel gross profits (as crude oil prices decline, motor fuel gross profit generally increases, as discussed in our Retail segment below). The increase in DTW gross profit results from the acquisition cost of wholesale motor fuel declining at a faster rate as compared to the rate retail motor fuel prices decline. Conversely, our DTW motor fuel gross profit declines when the cost of wholesale motor fuel increases at a faster rate as compared to the rate retail motor fuel prices increase.

Regarding our supplier relationships, a majority of our total gallons purchased are subject to Terms Discounts. The dollar value of these discounts increases and decreases corresponding to motor fuel prices. Therefore, in periods of lower wholesale motor fuel prices, our gross profit is negatively affected and, in periods of higher wholesale motor fuel prices, our gross profit is positively affected (as it relates to these discounts).

We attempt to pass along wholesale motor fuel price changes to our retail customers through “at the pump” retail price changes; however, market conditions do not always allow us to do so immediately. The timing of any related increase or decrease in “at the pump” retail prices is affected by competitive conditions in each geographic market in whichcompany operated business, we operate. As such, the prices we charge our customers for motor fuel and the gross profit we receive on our motor fuel sales can increase or decrease significantly and rapidly over short periods of time.

Changes in our average motor fuel selling price per gallon and gross margin for the periods ended September 30, 2017 and 2016 are directly related to the changes in crude oil and wholesale motor fuel prices over the same period. Variations in our reported revenues and cost of sales are, therefore, primarily related to the price of crude oil and wholesale motor fuel prices and generally not as a result of changes in motor fuel sales volumes, unless otherwise indicated and discussed below.

We typically experience lower retail motor fuel gross profits in periods when the wholesale cost of motor fuel increases, and higher retail motor fuel gross profits in periods when the wholesale cost of motor fuel declines rapidly.

Our business is subject to seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer months) and lowest during the winter monthsrecorded separation benefit costs totaling $0.4 million in the first ~~and fourth quarters.~~quarter of 2019, which was paid during the first quarter of 2020.

Inflation affects our financial performance by increasing certain of our operating expenses and cost of goods sold. Operating expenses include labor costs, leases, and general and administrative expenses. While our Wholesale segment benefits from higher Terms Discounts as a result of higher fuel costs, inflation could negatively impact our Retail segment as a result of higher motor fuel, merchandise and operating costs. Although we have historically been able to pass on increased costs through price increases, there can be no assurance that we will be able to do so in the future.

~~Our results of operations and financial condition are also impacted by our acquisition and financing activities as summarized below.~~

During the nine months ended September 30, 2017, the Partnership recognized a $5.3 million charge for severance and benefit costs associated with certain officers and other employees of CST Services who provided services to the Partnership and who terminated employment upon the consummation of the Merger, which constituted a change in control, as defined in the EICP and CST’s severance plans. Such costs are included in general and administrative expenses and were paid by CST in the third quarter of 2017. Accounts payable to related parties includes these costs as we will reimburse CST.

In addition, certain participants in the EICP received retention bonuses that will be paid in annual installments that began in July 2017 and will continue through July 2019. The Partnership recorded a $1.0 million charge during the nine months ended September 30, 2017 in connection with the payments made by CST in July 2017, which were included in general and administrative expenses. In addition, the Partnership recognized a $0.3 million charge for the three and nine months ended September 30, 2017 the payments expected to be made in July 2018 and July 2019. The Partnership anticipates recognizing future charges totaling $1.2 million over the remaining retention period, of which $0.3 million, $0.8 million and $0.1 million is anticipated to be recognized in 2017, 2018 and 2019, respectively.

On August 4, 2017, we entered into a definitive asset purchase agreement (the “Purchase Agreement”), by and among (i) CrossAmerica, (ii) Jet-Pep, Inc., and (iii) other persons listed as signatories in the Purchase Agreement (collectively the “Sellers”). Pursuant to the Purchase Agreement, we have agreed to purchase the real property and the fuel supply business of 92 fee simple sites, and the leasehold interest in 5 leased real property sites; and the fuel supply business to five independent dealers, all located in Alabama (“Acquired Assets”), for an aggregate cash consideration of $72.3 million (the “Purchase Price”), subject to certain closing adjustments. We also agreed to assume certain liabilities and pay for the value of the petroleum inventory contained in the retail sites. Circle K also entered into a definitive asset purchase agreement with the Sellers. The closing of the purchase of the Acquired Assets and the closing of the purchase by Circle K of certain related retail and terminaling assets from the Sellers (the “Circle K Agreements”), are mutually conditioned upon each other.

Below is an analysis of our consolidated statements of operations and provides the primary reasons for significant increases and decreases in the various income statement line items from period to period. Our consolidated statements of operations are as follows (in thousands):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Operating revenues

$
544,092

$
487,950

$
1,542,167

$
1,368,334

Cost of sales

502,517

448,812

1,421,524

1,251,491

Gross profit

41,575

39,138

120,643

116,843

Income from CST Fuel Supply equity interests

3,752

4,022

11,185

12,318

Operating expenses:

Operating expenses

15,371

14,224

46,853

45,754

General and administrative expenses

5,994

6,142

23,731

18,068

Depreciation, amortization and accretion expense

14,049

13,432

42,675

40,594

Total operating expenses

35,414

33,798

113,259

104,416

Gain on sales of assets, net

2,371

631

2,013

525

Operating income

12,284

9,993

20,582

25,270

Other income, net

121

(59)

366

375

Interest expense

(7,102
)

(5,634
)

(20,599
)

(16,403
)
Income before income taxes

5,303

4,300

349

9,242

Income tax expense (benefit)

966

1,308

(1,686
)

851

Net income

4,337

2,992

2,035

8,391

Net income (loss) attributable to noncontrolling
interests

4

3

(1
)

9

Net income attributable to limited partners

4,333

2,989

2,036

8,382

IDR distributions

(1,115
)

(877
)

(3,162
)

(2,456
)
Net income (loss) available to limited partners

$
3,218

$
2,112

$
(1,126
)

$
5,926

~~Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016~~

~~Operating revenues increased $56.1 million, or 12%, while gross profit increased $2.4 million, or 6%.~~

~~Significant items impacting these results prior to the elimination of intercompany revenues were:~~

We present the results of operations of our segments on a consistent basis with how our management views the business. Therefore, our segments are presented before intersegment eliminations (which consist of motor fuel sold by our Wholesale segment to our Retail segment). As a result, in order to reconcile to our consolidated change in operating revenues, a discussion of the change in intersegment revenues is included in our consolidated MD&A discussion.

~~Cost of sales increased $53.7 million or 12% as a result of the increase in wholesale motor fuel prices. See “Results of Operations—Segment Results” for additional gross profit analyses.~~

~~See “Results of Operations—Segment Results” for additional operating expenses analyses.~~

General and administrative expenses decreased $0.1 million primarily attributable to a $1.1 million reduction in costs as a result of headcount and salary reductions effective at the time of the Merger, a $0.5 million reduction in equity compensation expense as a result of fewer awards outstanding, and a $0.5 million reduction in acquisition costs, partially offset by a $1.7 million charge recorded in the third quarter of 2017 related to a court ruling in favor of a former executive’s claim to benefits under the EICP change in control provisions and a $0.2 million increase in severance expense.

During the third quarter of 2017, we recorded a $2.2 million gain on the sale of two properties as required by the FTC in connection with the Merger and a $0.5 million loss on the sale of 28 properties to DMR. We also recorded an $0.8 million gain related to the renewal of a contract by DMS with one of its customers, which triggered an earn out payment to be paid by DMS to us in connection with a contract entered into with DMS at the time of CST’s acquisition of our General Partner in October 2014.

Interest expense increased $1.5 million due to an increase in the average interest rate charged on our credit facility borrowings from 3.5% to 4.3% and additional borrowings to fund the State Oil Assets acquisition in September 2016. In addition, we incurred $0.4 million of interest expense in the third quarter of 2017 related to our sale leaseback executed in December 2016.

We recorded income tax expense of $1.0 million and $1.3 million for the three months ended September 30, 2017 and 2016, respectively. The decrease in income tax expense was primarily due to a decline in the income generated by our corporate subsidiaries.

~~Nine Months Ended September 30,2017 Compared to Nine Months Ended September 30,2016~~

~~Operating revenues increased $173.8 million, or 13%, while gross profit increased $3.8 million, or 3.3%.~~

~~Significant items impacting these results prior to the elimination of intercompany revenues were:~~

~~Our intersegment revenues increased $21.4 million or 12%, primarily attributable to the increase in wholesale motor fuel prices discussed above.~~

~~Cost of sales increased $170.0 million or 14% as a result of the increase in wholesale motor fuel prices. See “Results of Operations—Segment Results” for additional gross profit analyses.~~

~~See “Results of Operations—Segment Results” for additional operating expenses analyses.~~

General and administrative expenses increased $5.7 million primarily attributable to a $6.8 million charge recorded upon closing of the Merger for severance and benefit costs for certain terminated officers and other employees of CST Services who provided services to the Partnership and retention bonuses to certain EICP participants and a $1.7 million charge related to a court ruling in favor of a former executive’s claim to benefits under the EICP change in control provisions, partially offset by a $1.5 million decrease driven by the integration of prior year acquisitions and other cost savings initiatives and a $1.3 million decrease in management fees charged by CST as a result of headcount and salary reductions effective at the time of the Merger.

~~Depreciation, amortization and accretion expense increased $1.7 million primarily driven by our recent acquisitions.~~

During the nine months ended September 30, 2017, we recorded a $2.2 million gain on the sale of two properties as required by the FTC in connection with the Merger and a $0.5 million loss on the sale of 28 properties to DMR. We also recorded a $0.8 million gain related to the renewal of a contract by DMS with one of its customers, which triggered an earn out payment to be paid by DMS to us in connection with a contract entered into with DMS at the time of CST’s acquisition of our General Partner in October 2014.

Interest expense increased $4.2 million due to an increase in the average interest rate charged on our credit facility borrowings from 3.5% to 4.1% and additional borrowings to fund our recent acquisitions. In addition, we incurred $1.2 million of interest expense in 2017 related to our sale leaseback executed in December 2016.

We recorded an income tax benefit of $1.7 million and income tax expense of $0.9 million for the nine months ended September 30, 2017 and 2016, respectively. The benefit in 2017 was primarily due to an increase in the loss generated by our corporate subsidiaries.

We present the results of operations of our segments consistent with how our management views the business. Therefore, our segments are presented before intersegment eliminations (which consist of motor fuel sold by our Wholesale segment to our Retail segment). These comparisons are not necessarily indicative of future results.

The following table highlights the results of operations and certain operating metrics of our Wholesale segment. The narrative following these tables provides an analysis of the results of operations of that segment (thousands of dollars, except for the number of distribution sites and per gallon amounts):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Gross profit:

Motor fuel–third party

$
8,757

$
8,157

$
25,659

$
21,283

Motor fuel–intersegment and related party

6,485

6,086

17,820

19,004

Motor fuel gross profit

15,242

14,243

43,479

40,287

Rent and other

16,074

14,263

48,740

43,162

Total gross profit

31,316

28,506

92,219

83,449

Income from CST Fuel Supply equity^(a)

3,752

4,022

11,185

12,318

Operating expenses

(7,535
)

(5,498
)

(22,541
)

(18,796
)
Adjusted EBITDA^(b)

$
27,533

$
27,030

$
80,863

$
76,971

Motor fuel distribution sites (end of period):^(c)

Motor fuel–third party

Independent dealers^(d)

384

404

384

404

Lessee dealers^(e)

439

420

439

420

Total motor fuel distribution–third party sites

823

824

823

824

Motor fuel–intersegment and related party

DMS (related party)^(f)

146

179

146

179

CST (related party)

43

43

43

43

Commission agents (Retail segment)^(g)

82

67

82

67

Company operated retail sites (Retail segment)

70

75

70

75

Total motor fuel distribution–intersegment
   and related party sites

341

364

341

364

Motor fuel distribution sites (average during the
   period):

Motor fuel-third party distribution

823

749

822

724

Motor fuel-intersegment and related party
   distribution

344

366

355

387

Total motor fuel distribution sites

1,167

1,115

1,177

1,111

Volume of gallons distributed (in thousands)

Third party

169,877

163,558

491,471

461,474

Intersegment and related party

96,312

103,563

279,649

307,720

Total volume of gallons distributed

266,189

267,121

771,120

769,194

Wholesale margin per gallon

$
0.057

$
0.053

$
0.056

$
0.052

~~Three Months Ended September 30,2017 Compared to Three Months Ended September 30,2016~~

The $1.0 million or 7% increase in motor fuel gross profit was primarily due to a higher margin per gallon realized primarily due to higher DTW margins as a result of the movements in crude prices throughout both periods and increased payment discounts and incentives due to the increase in motor fuel prices as a result of the increase in crude oil prices. The average daily spot price of WTI crude oil increased 7% to $48.15 per barrel for the third quarter of 2017, compared to $44.85 per barrel for the third quarter of 2016. See “Significant Factors Affecting our Profitability—The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit.”

Rent and other gross profit increased $1.8 million primarily as a result of our September 2016 acquisition of the State Oil Assets, as well as converting company operated retail sites to lessee dealer sites throughout 2016 and 2017, partially offset by 25 DMS sites being converted to commission agent sites in the fourth quarter of 2016, which resulted in the rent income from these 25 sites being included in the retail segment rather than the wholesale segment.

~~The decline of $0.3 million was primarily attributable to a decrease in volume driven the impacts of Hurricane Harvey.~~

Operating expenses increased $2.0 million primarily as a result of our September 2016 State Oil Assets acquisition, which is substantially offset by an increase in rent income, as well as our conversion of company operated retail sites to lessee dealer sites throughout 2016 and 2017.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

The $3.2 million increase in motor fuel gross profit was primarily due to a higher margin per gallon realized primarily due to higher DTW margins as a result of the movements in crude prices throughout both periods and increased payment discounts and incentives due to the increase in motor fuel prices as a result of the increase in crude oil prices. The average daily spot price of WTI crude oil increased 19% to $49.28 per barrel for the nine months ended September 30, 2017, compared to $41.35 per barrel for the nine months ended September 30, 2016. See “Significant Factors Affecting our Profitability—The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit.”

Rent and other gross profit increased $5.6 million primarily as a result of our September 2016 acquisition of the State Oil Assets, as well as converting company operated retail sites to lessee dealer sites throughout 2016 and 2017, partially offset by 25 DMS sites being converted to commission agent sites in the fourth quarter of 2016, which resulted in the rent income from these 25 sites being included in the retail segment rather than the wholesale segment.

~~The decline of $1.1 million was primarily attributable to CST’s July 2016 divestiture of its California and Wyoming retail sites and a decrease in volume driven the impacts of Hurricane Harvey.~~

Operating expenses increased $3.7 million primarily as a result of our September 2016 State Oil Assets acquisition, which is substantially offset by an increase in rent income, as well as our conversion of company operated retail sites to lessee dealer sites throughout 2016 and 2017.

The following table highlights the results of operations and certain operating metrics of our Retail segment. The narrative following these tables provides an analysis of the results of operations of that segment (thousands of dollars, except for the number of retail sites and per gallon amounts):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Gross profit:

Motor fuel

$
2,042

$
1,948

$
5,281

$
6,838

Merchandise and services

7,008

7,614

19,558

23,362

Rent and other

1,195

1,057

3,565

3,049

Total gross profit

10,245

10,619

28,404

33,249

Operating expenses

(7,836
)

(8,726
)

(24,312
)

(26,958
)
Acquisition-related costs

—

142

—

142

Inventory fair value adjustments^(a)

—

—

—

91

Adjusted EBITDA^(b)

$
2,409

$
2,035

$
4,092

$
6,524

Retail sites (end of period):

Commission agents^(c)

82

67

82

67

Company operated retail sites^(d)

71

78

71

78

Total system sites at the end of the period

153

145

153

145

Total system operating statistics:

Average retail fuel sites during the period^(c)(d)

153

142

162

155

Motor fuel sales (gallons per site per day)

2,778

3,002

2,632

2,828

Motor fuel gross profit per gallon, net of credit card
   fees and commissions

$
0.052

$
0.050

$
0.045

$
0.057

Commission agents statistics:

Average retail fuel sites during the period^(c)

82

66

90

66

Motor fuel gross profit per gallon, net of credit card
   fees and commissions

$
0.013

$
0.014

$
0.011

$
0.016

Company operated retail site statistics:

Average retail fuel sites during the period^(d)

71

76

72

89

Motor fuel gross profit per gallon, net of credit card
   fees

$
0.093

$
0.082

$
0.083

$
0.090

Merchandise and services gross profit percentage,
   net of credit card fees

24.7
%

24.2
%

24.4
%

24.5
%

~~Three Months Ended September 30,2017 Compared to Three Months Ended September 30,2016~~

~~Gross profit declined $0.4 million, while operating expenses declined $0.9 million.~~

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Gross profit declined $4.8 million, while operating expenses declined $2.6 million.~~

We use non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income available to us before deducting interest expense, income taxes, depreciation, amortization and accretion. Adjusted EBITDA represents EBITDA as further adjusted to exclude equity funded expenses related to incentive compensation and the Amended Omnibus Agreement, gains or losses on sales of assets, certain discrete acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired companies, and certain other discrete non-cash items arising from purchase accounting. Distributable Cash Flow represents Adjusted EBITDA less cash interest expense, sustaining capital expenditures and current income tax expense. Distribution Coverage Ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit.

EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of our financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess our financial performance without regard to financing methods, capital structure or income taxes and the ability to incur and service debt and to fund capital expenditures. In addition, Adjusted EBITDA is used to assess the operating performance of our business on a consistent basis by excluding the impact of items which do not result directly from the wholesale distribution of motor fuel, the leasing of real property, or the day to day operations of our retail site activities. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are also used to assess the ability to generate cash sufficient to make distributions to our unitholders.

We believe the presentation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio provides useful information to investors in assessing the financial condition and results of operations. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio have important limitations as analytical tools because they exclude some but not all items that affect net income. Additionally, because EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Net income available to limited partners

$
3,218

$
2,112

$
(1,126
)

$
5,926

Interest expense

7,102

5,634

20,599

16,403

Income tax expense (benefit)

966

1,308

(1,686
)

851

Depreciation, amortization and accretion

14,049

13,432

42,675

40,594

EBITDA

25,335

22,486

60,462

63,774

Equity funded expenses related to incentive
   compensation and the Amended Omnibus
   Agreement (a)

3,479

3,572

11,789

10,197

Gain on sales of assets, net

(2,371
)

(631)

(2,013
)

(525)

Acquisition-related costs (b)

2,570

1,659

10,279

2,882

Inventory fair value adjustments

—

—

—

91

Adjusted EBITDA

29,013

27,086

80,517

76,419

Cash interest expense

(6,674
)

(5,306)

(19,319
)

(15,355
)
Sustaining capital expenditures (c)

(565
)

(209)

(1,287
)

(538
)
Current income tax expense

(267
)

(317)

(387
)

(782
)
Distributable Cash Flow

$
21,507

$
21,254

$
59,524

$
59,744

Weighted average diluted common and subordinated
   units

33,938

33,391

33,792

33,305

Distributions paid per limited partner unit (d)

$
0.6225

$
0.6025

$
1.8525

$
1.7925

Distribution Coverage Ratio (e)

1.02x

1.06x

0.95x

1.00x

~~The following table reconciles our segment Adjusted EBITDA to Consolidated Adjusted EBITDA presented in the table above (in thousands):~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2017

2016

2017

2016

Adjusted EBITDA - Wholesale segment

$
27,533

$
27,030

$
80,863

$
76,971

Adjusted EBITDA - Retail segment

2,409

2,035

4,092

6,524

Adjusted EBITDA - Total segment

$
29,942

$
29,065

$
84,955

$
83,495

Reconciling items:

Elimination of intersegment profit in ending
   inventory balance

14

13

20

145

General and administrative expenses

(5,994
)

(6,142
)

(23,731
)

(18,068
)
Other income, net

121

(59
)

366

375

Equity funded expenses related to incentive
   compensation and the Amended Omnibus
   Agreement

3,479

3,572

11,789

10,197

Working capital adjustment

—

335

—

335

Acquisition-related costs

2,570

1,182

10,279

2,405

Net (income) loss attributable to noncontrolling
   interests

(4
)

(3
)

1

(9
)
IDR distributions

(1,115
)

(877
)

(3,162
)

(2,456
)
Consolidated Adjusted EBITDA

$
29,013

$
27,086

$
80,517

$
76,419

Our principal liquidity requirements are to finance our operations, fund acquisitions, service our debt and pay distributions to our unitholders and IDR distributions. We expect our ongoing sources of liquidity to include cash generated by our operations and borrowings under the revolving credit facility and, if available to us on acceptable terms, issuances of equity and debt securities. We regularly evaluate alternate sources of capital, including sale-leaseback financing of real property with third parties, to support our liquidity requirements.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, acquisitions, and partnership distributions, will depend on our future operating performance, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will, from time to time, consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods.

We believe that we will have sufficient cash flow from operations, borrowing capacity under the revolving credit facility and access to capital markets and alternate sources of funding to meet our financial commitments, debt service obligations, contingencies, anticipated capital expenditures, and partnership distributions. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities.

Net cash provided by operating activities increased $2.7 million for the nine months ended September 30, 2017 compared to the same period in 2016, driven primarily by incremental cash flow generated by our acquisitions. In addition, we settled $2.3 million more in management fees related to the services provided under the Amended Omnibus Agreement in equity with CST for the nine months ended September 30, 2017 compared to the same period in 2016.

For the nine months ended September 30, 2017, we received $23.9 million of proceeds on sales, largely driven by the sale of 28 properties to DMR and two properties sold as a result of the FTC’s requirements associated with Couche-Tard’s acquisition of CST. We also incurred $10.2 million in capital expenditures and paid a $2.8 million deposit on the Jet-Pep acquisition. For the nine months ended September 30, 2016, we received a $17.5 million refund payment on our investment in CST Fuel Supply in connection with CST’s sale of sites in California and Wyoming. In addition, we spent $97.1 million on the acquisitions of the Franchised Holidays Stores, State Oil Assets, and independent dealer and sub-wholesaler contracts from CST. We also incurred $11.6 million in capital expenditures.

For the nine months ended September 30, 2017, we paid $65.7 million in distributions and made net repayments on our credit facility of $10.0 million. For the nine months ended September 30, 2016, we paid $62.2 million in distributions, made net borrowings of $96.1 million primarily to fund our Franchised Holiday Stores and State Oil Assets acquisitions, and purchased $3.3 million in common units under our common unit purchase program.

~~During the three and nine months ended September 30, 2017, we distributed $1.1 million and $3.2 million to CST / Couche-Tarde with respect to the IDRs, respectively.~~

In accordance with the terms of the Partnership Agreement, on February 25, 2016, the first business day after the payment of the fourth quarter 2015 distribution of $0.5925 per unit, the subordination period under the Partnership Agreement ended. At that time, each of the 7,525,000 outstanding subordinated units converted into one common unit and now participates in distributions pro rata with other common units.

~~As of September 30, 2017, our consolidated debt and capital lease obligations consisted of the following (in thousands):~~

Our revolving credit facility is secured by substantially all of our assets. Our borrowings under the revolving credit facility had a weighted-average interest rate of 4.24% as of September 30, 2017 (LIBOR plus an applicable margin, which was 3.00% as of September 30, 2017). Letters of credit outstanding at September 30, 2017 totaled $6.5 million. The amount of availability under the revolving credit facility at November 3, 2017, after taking into consideration debt covenant restrictions, was $55.2 million. In connection with future acquisitions, the revolving credit facility requires, among other things, that we have, after giving effect to such acquisition, at least $20 million in the aggregate of borrowing availability under the revolving credit facility and unrestricted cash on the balance sheet on the date of such acquisition. We are required to maintain a total leverage ratio (as defined in the revolving credit facility) for the most recently completed four fiscal quarters of less than or equal to 4.50: 1.00, except for the first three full fiscal quarters following a material acquisition, generally defined as an acquisition with a purchase price of at least $30.0 million, with a ratio of 5.00: 1.00, and a consolidated interest coverage ratio (as defined in the revolving credit facility) of greater than or equal to 2.75: 1.00. The computation of our total leverage ratio allows for a pro forma application of the EBITDA (as defined in the revolving credit facility) of acquired entities and was 4.03: 1.00 as of September 30, 2017. As of September 30, 2017, we were in compliance with these financial covenant ratios.

We make investments to expand, upgrade and enhance existing assets. We categorize our capital requirements as either sustaining capital expenditures, growth capital expenditures or acquisition capital expenditures. Sustaining capital expenditures are those capital expenditures required to maintain our long-term operating income or operating capacity. Acquisition and growth capital expenditures are those capital expenditures that we expect will increase our operating income or operating capacity over the long term. We have the ability to fund our capital expenditures by additional borrowings under our revolving credit facility or, if available to us on acceptable terms, issuing additional equity, debt securities or other options, such as the sale of assets. With the significant decline in energy prices since 2014, access to the capital markets has tightened for the energy and MLP industries as a whole, which has impacted our cost of capital and our ability to raise equity and debt financing at favorable terms. Our ability to access the capital markets may have an impact on our ability to fund acquisitions. We may not be able to complete any offering of securities or other options on terms acceptable to us, if at all.

~~The following table outlines our consolidated capital expenditures and acquisitions for the nine months ended September 30, 2017 and 2016 (in thousands):~~

For the nine months ended September 30, 2017, we distributed approximately 14% of our total wholesale distribution volumes to DMS and its affiliates and DMS and its affiliates accounted for approximately 23% of our rental income. For the nine months ended September 30, 2017, we distributed 8% of our total wholesale distribution volume to CST retail sites that are not supplied by CST Fuel Supply and received 22% of our rental income from CST. For more information regarding transactions with DMS and its affiliates and CST, see Note 8 of the Condensed Notes to Consolidated Financial Statements.

~~For the nine months ended September 30, 2017, we received 9% of our rental income from a lessee dealer that operates certain of the retail sites acquired through the PMI and One Stop acquisitions.~~

As noted previously, the prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our costs of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations, which affect our motor fuel gross profit. See “Significant Factors Affecting our Profitability—The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit” for additional information.

~~We expect our rent income to increase in 2017 based on our recent acquisitions and our expectation that we will continue to convert company operated retail sites to lessee dealers.~~

We will continue to evaluate acquisitions on an opportunistic basis. Additionally, we will pursue acquisition targets that fit into our strategy. Whether we will be able to execute acquisitions will depend on market conditions, availability of suitable acquisition targets at attractive terms, acquisition related compliance with customary regulatory requirements, and our ability to finance such acquisitions on favorable terms and in compliance with our debt covenant restrictions.

In May 2014, the FASB issued ASU 2014-09–Revenue from Contracts with Customers (Topic 606), which results in comprehensive new revenue accounting guidance, requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized, and develops a common revenue standard under U.S. GAAP and International Financial Reporting Standards. Specifically, the core principle of the guidance 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. With the issuance of ASU 2015-14, which deferred the effective date by one year, this guidance is effective January 1, 2018. The guidance can be applied either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption. Although management continues to evaluate the impact of adopting this new guidance, we have completed an assessment and to date, have not identified any material impact on the financial statements, although it will affect disclosures. This guidance is expected to apply to over 90% of our revenues as the only primary revenue stream outside the scope of this guidance is rental income. We anticipate using the modified retrospective method of adoption.

~~In January 2017, the FASB issued ASU 2017-01–Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 is effective for public fiscal years and interim periods within those years beginning after December 15, 2017. We have chosen to early adopt this standard effective January 1, 2017. Although there was no impact upon adoption, among other things, this guidance will result in the capitalization rather than expensing of acquisition costs in future transactions that will be accounted for as asset acquisitions rather than business combinations under the new definition of a business.

Certain other new financial accounting pronouncements have become effective for our financial statements but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ from those estimates.

~~There have been no material changes to the critical accounting policies described in our Form 10-K.~~

We purchase gasoline and diesel fuel from several suppliers at costs that are subject to market volatility. These purchases are generally made pursuant to contracts or at market prices established with the supplier. We do not currently engage in hedging activities for these purchases due to our pricing structure that allows us to generally pass on price changes to our customers and related parties.

As of September 30, 2017, we had $431.5 million outstanding on our revolving credit facility. Our outstanding borrowings bear interest at LIBOR plus an applicable margin, which was 3.00% at September 30, 2017. Our borrowings had a weighted-average interest rate at September 30, 2017 of 4.24%. A one percentage point change in our average rate would impact annual interest expense by approximately $4.3 million.

We have not historically hedged or managed our price risk with respect to our commodity inventories (gasoline and diesel fuel), as the time period between the purchases of our motor fuel inventory and the sales to our customers is very short.

Regarding our supplier relationships, a majority of our total gallons purchased are subject to Terms Discounts. We have not historically hedged or managed our price risk with respect to these Terms Discounts. Based on our current volumes, we estimate a $10 per barrel change in the price of crude oil would impact our annual wholesale motor fuel gross profit by approximately $2.2 million related to these Terms Discounts.

~~Our operations are located in the U.S., and therefore are not subject to foreign currency risk.~~

We refer you to Item 4 in our Form 10-Q, in which we concluded our disclosure controls and procedures were effective as of March 31, 2020. In light of the supplemental financial information omitted from the Form 10-Q and included in this Amendment (as further described below), we have reassessed our conclusion with respect to the effectiveness of our disclosure controls and procedures.

Our management has ~~evaluated,~~re-evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in ~~Rules~~Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, and ~~based on their evaluation, our principal executive officer and principal financial officer have~~has concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of ~~September 30, 2017.~~March 31, 2020 for the reasons described below.

From July 1, 2015 through the closing of the CST Fuel Supply Exchange on March 25, 2020, we owned a 17.5% total interest in CST Fuel Supply. Pursuant to Rule 3-09 of Regulation S-X, audited financial statements of CST Fuel Supply were required to be included in our Annual Reports on Form 10-K if our equity interest exceeded certain significance thresholds under Rule 1-02(w) of Regulation S-X. Despite CST Fuel Supply having exceeded a relevant significance threshold under Rule 1-02(w), we failed to include audited financial statements of CST Fuel Supply in our Annual Reports on Form 10-K for 2017, 2018 and 2019.

Additionally, pursuant to Rules 4-08(g) and 10-01(b)(1) of Regulation S-X, certain summarized financial information related to CST Fuel Supply was required to be included in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q if our equity interest exceeded certain significance thresholds under Rule 1-02(w). Although we provided disclosure of the volume of motor fuel purchased by CST Fuel Supply on an annual basis, the $0.05 markup per gallon CST Fuel Supply generated on its sale of fuel to CST’s U.S. retail stores and our 17.5% interest in CST Fuel Supply’s net earnings, which enabled users of our financial statements to recompute the equity income reflected in our statements of operations and cash flows, we failed to include all summarized financial information required in accordance with Rules 4-08(g) and 10-01(b)(1) in our annual and interim financial statements included in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for 2017, 2018 and 2019, despite having exceeded relevant significance thresholds under Rule 1-02(w).

We are amending certain periodic reports to provide available financial information related to CST Fuel Supply. The inclusion of this summarized financial information of CST Fuel Supply in these amended filings has no impact or effect on our consolidated financial condition or results of operations.

We have implemented procedures to enhance our review of regulatory requirements and checklists for future transactions and filings. We believe these actions will be sufficient to remediate the deficiency in our disclosure controls and procedures.

There were no changes in our internal control over financial reporting (as that term is defined in ~~Rules~~Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended ~~September 30, 2017,~~March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~We hereby incorporate by reference into this Item our disclosures made in Part I, Item 1 of this quarterly report included in Note 9 of the Condensed Notes to Consolidated Financial Statements.~~

There were no material changes in risk factors for the company in the period covered by this report. See the risk factors disclosed in the section entitled “Risk Factors” in our Form 10-K for the year ended December 31, 2016.

As discussed in Note 8 to Item 1 in Part I above, on February 28, 2017, May 10, 2017 and August 9, 2017, CrossAmerica issued 171,039, 128,983, and 124,003 common units to a subsidiary of CST/Couche-Tard as partial payment for the amounts incurred for the fourth quarter of 2016, the first quarter of 2017 and the second quarter of 2017 respectively, under the terms of the Amended Omnibus Agreement. This issuance of common units was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

Pursuant to the requirements ~~of Section 13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Delaware		45-4165414
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~515~~ 600 Hamilton Street, Suite ~~200~~500 Allentown, PA		18101 (Zip Code) (610) 625-8000
(Address of Principal Executive Offices)		(~~Zip Code)~~Registrant’s telephone number, including area code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CAPL	New York Stock Exchange


Large accelerated filer	☐	Accelerated filer☒
Non-accelerated filer ☐	☑Smaller reporting company ☐

~~Non-accelerated filer~~	☐ ~~(do not check if a smaller reporting company)~~	~~Smaller reporting company~~	☐

Emerging growth company	☐

		PAGE

Commonly Used Defined Terms¹		i
PART I - FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2020 (unaudited) and December 31, ~~2016~~2019		1
Consolidated Statements of Operations (unaudited) for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019		2
Consolidated Statements of Cash Flows (unaudited) for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019		3
Consolidated Statements of Equity and Comprehensive Income (unaudited) for the Three Months Ended March 31, 2020 and 2019		4
Condensed Notes to Consolidated Financial Statements		4
~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~		19
~~Item 3. Quantitative and Qualitative Disclosures about Market Risk~~		375
Item 4. Controls and Procedures		3722
PART II - OTHER INFORMATION		38
~~Item 1. Legal Proceedings~~		38
~~Item 1A. Risk Factors~~		38
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~		3823
Item 6. Exhibits		3823
SIGNATURE		3924

Other Defined Terms:

~~Amended Omnibus Agreement~~ASC			The Amended and Restated Omnibus Agreement, dated October 1, 2014, as amended on February 17, 2016 by and among CrossAmerica, the General Partner, Dunne Manning Inc., DMS, CST Services and Joseph V. Topper, Jr., which amends and restates the original omnibus agreement that was executed in connection with CrossAmerica’s initial public offering on October 30, 2012Accounting Standards Codification

ASU			Accounting Standards Update ~~issued by the FASB to communicate changes to the FASB codification.~~

Board			Board of Directors of our General Partner


BP			BP p.l.c.

CDC			The Centers for Disease Control and Prevention

Circle K Omnibus Agreement			The Amended and Restated Omnibus Agreement, dated October 1, 2014, as amended effective January 1, 2016, February 1, 2018 and April 29, 2019 by and among CrossAmerica, the General Partner, DMI, DMS, CST Services and Joseph V. Topper, Jr., which amends and restates the original omnibus agreement that was executed in connection with CrossAmerica’s IPO on October 30, 2012. The terms of the Circle K Omnibus Agreement were approved by the conflicts committee of the Board. Pursuant to the Circle K Omnibus Agreement, CST Services agreed, among other things, to provide, or cause to be provided, to the Partnership certain management services. See Note 10 to the financial statements for information regarding the termination of this agreement and the concurrent entering into the Transitional Omnibus Agreement.

COVID-19 Pandemic			In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. In March 2020, the World Health Organization declared the outbreak a pandemic.

CST Fuel Supply Exchange			Exchange Agreement, dated November 19, 2019, between the Partnership and Circle K, which closed effective March 25, 2020. Pursuant to the Exchange Agreement, Circle K transferred to the Partnership certain owned and leased convenience store properties and related assets (including fuel supply agreements) and wholesale fuel supply contracts covering additional sites, and, in exchange, the Partnership transferred to Circle K 100% of the limited partnership units it held in CST Fuel Supply.

DTW			Dealer tank wagon contracts, which are variable cent per gallon priced wholesale motor fuel distribution or supply contracts. DTW also refers to the pricing methodology under such contracts

EBITDA			Earnings before interest, taxes, depreciation, amortization and accretion, a non-GAAP financial measure

~~EICP~~EMV			~~The Partnership’s Executive Income Continuity Plan,~~Payment method based upon a technical standard for smart payment cards, also referred to as ~~amended~~chip cards

Exchange Act			Securities Exchange Act of 1934, as amended

ExxonMobil			ExxonMobil Corporation

FASB			Financial Accounting Standards Board

Form 10-K			CrossAmerica’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2019

~~Getty lease~~FTC			~~In May 2012, the Predecessor Entity, which represents the portion~~U.S. Federal Trade Commission

GP Purchase			Purchase by DMP from subsidiaries of Circle K of: 1) 100% of the ~~business~~membership interests in the sole member of ~~Dunne Manning Inc.~~the General Partner; 2) 100% of the Incentive Distribution Rights issued by the Partnership; and ~~its subsidiaries and affiliates contributed to~~3) an aggregate of 7,486,131 common units of the Partnership in connection with the IPO, entered into a 15-year master lease agreement with renewal options of up to an additional 20 years with Getty Realty Corporation. The Partnership pays fixed rent, which increases 1.5% per year. In addition, the lease requires contingent rent payments basedPartnership. These transactions closed on ~~gallons of motor fuel sold. The Partnership leases sites under the lease in Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, Pennsylvania and Rhode Island.~~November 19, 2019.

IDRs			Incentive Distribution Rights ~~which are interests in~~represented the ~~Partnership that provide for special~~right to receive an increasing percentage of quarterly distributions ~~associated with increasing partnership distributions. Couche-Tard is~~after the ~~indirect owner~~target distribution levels were achieved. As a result of the GP Purchase, DMP owned 100% of the outstanding IDRs from November 19, 2019 through February 6, 2020. See Note 15 to the financial statements for information regarding the elimination of ~~CrossAmerica.~~the IDRs.

Internal Revenue Code			Internal Revenue Code of 1986, as amended

IPO			Initial public offering of CrossAmerica Partners LP on October 30, 2012


LIBOR		London Interbank Offered Rate

~~Merger~~	~~The merger of Ultra Acquisition Corp. with CST, with CST surviving the merger as a wholly owned subsidiary of Circle K Stores Inc., which closed on June 28, 2017. See Merger Agreement below.~~

~~Merger Agreement~~	CST’s Agreement and Plan of Merger (the “Merger Agreement”) entered into on August 21, 2016 with Circle K and Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Circle K (“Merger Sub”). Under and subject to the terms and conditions of the Merger Agreement, on June 28, 2017, Merger Sub was merged with and into CST, with CST surviving the Merger as a wholly owned subsidiary of Circle K.

~~Merger Sub~~	~~Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Circle K~~

MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Motiva		Motiva Enterprises LLC

~~NTI~~		CST’s new to industry stores opened after January 1, 2008, which is generally when CST began designing and operating its larger format stores that accommodate broader merchandise categories and food offerings and have more fuel dispensers than its legacy stores

Partnership Agreement	The First Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of October 1, 2014, as ~~amended~~amended. See Note 15 to the financial statements regarding the elimination of the IDRs, which triggered the need to further amend the Partnership Agreement.

Predecessor Entity		Wholesale distribution ~~business of Lehigh Gas-Ohio, LLC~~contracts and real property and leasehold interests contributed to the Partnership in connection with the IPO

~~Plan~~	~~In connection with the IPO, the General Partner adopted the Lehigh Gas Partners LP 2012 Incentive~~ ~~Award Plan, a long-term incentive plan for employees, officers, consultants and directors of the General Partner and any of its affiliates who perform services for the Partnership.~~

SEC		U.S. Securities and Exchange Commission

Terms Discounts		Discounts for prompt payment and other rebates and incentives from our suppliers for a majority of the gallons of motor fuel purchased by us, which are recorded within cost of sales. Prompt payment discounts are based on a percentage of the purchase price of motor fuel.


Topper Group Omnibus Agreement			The Topper Group Omnibus Agreement, effective January 1, 2020, by and among the Partnership, the General Partner and DMI. The terms of the Topper Group Omnibus Agreement were approved by the conflicts committee of the Board, which is composed of the independent directors of the Board. Pursuant to the Topper Group Omnibus Agreement, DMI agrees, among other things, to provide, or cause to be provided, to the Partnership certain management services at cost without markup.

Transitional Omnibus Agreement			Upon the closing of the GP Purchase, the Circle K Omnibus Agreement was terminated and the Partnership entered into a Transitional Omnibus Agreement, dated as of November 19, 2019, among the Partnership, the General Partner and Circle K. Pursuant to the Transitional Omnibus Agreement, Circle K has agreed, among other things, to continue to provide, or cause to be provided, to the Partnership certain management services, administrative and operating services, as provided under the Circle K Omnibus Agreement through June 30, 2020 with respect to certain services, unless earlier terminated or unless the parties extend the term of certain services. In addition, from January 1, 2020 until the closing of the CST Fuel Supply Exchange, the General Partner provided Circle K with certain administrative and operational services, on the terms and conditions set forth in the Transitional Omnibus Agreement.

U.S. GAAP			~~United States~~U.S. Generally Accepted Accounting Principles

Valero			Valero Energy Corporation and, where appropriate in context, one or more of its subsidiaries, or all of them taken as a whole

WTI			West Texas Intermediate crude oil

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Operating revenues^(a)	$	544,092		$	487,950		$	1,542,167		$	1,368,334
Costs of sales^(b)		502,517			448,812			1,421,524			1,251,491
Gross profit		41,575			39,138			120,643			116,843

Income from CST Fuel Supply equity interests		3,752			4,022			11,185			12,318
Operating expenses:
Operating expenses		15,371			14,224			46,853			45,754
General and administrative expenses		5,994			6,142			23,731			18,068
Depreciation, amortization and accretion expense		14,049			13,432			42,675			40,594
Total operating expenses		35,414			33,798			113,259			104,416
Gain on sales of assets, net		2,371			631			2,013			525
Operating income		12,284			9,993			20,582			25,270
Other income (expense), net		121			(59	)		366			375
Interest expense		(7,102	)		(5,634	)		(20,599	)		(16,403	)
Income before income taxes		5,303			4,300			349			9,242
Income tax expense (benefit)		966			1,308			(1,686	)		851
Net income		4,337			2,992			2,035			8,391
Less: net income (loss) attributable to noncontrolling interests		4			3			(1	)		9
Net income attributable to limited partners		4,333			2,989			2,036			8,382
IDR distributions		(1,115	)		(877	)		(3,162	)		(2,456	)
Net income (loss) available to limited partners	$	3,218		$	2,112		$	(1,126	)	$	5,926

Net income (loss) per limited partner unit:
Basic earnings per common unit	$	0.09		$	0.06		$	(0.03	)	$	0.18
Diluted earnings per common unit	$	0.09		$	0.06		$	(0.03	)	$	0.18
Basic and diluted earnings per subordinated unit	n/a			n/a			n/a			$	0.18

Weighted-average limited partner units:
Basic common units		33,931,056			33,366,380			33,773,964			31,714,462
Diluted common units^(c)		33,937,702			33,391,096			33,773,964			31,766,802
Basic and diluted subordinated units		—			—			—			1,537,956
Total diluted common and subordinated units		33,937,702			33,391,096			33,773,964			33,304,758

Distribution paid per common and subordinated unit	$	0.6225		$	0.6025		$	1.8525		$	1.7925
Distribution declared (with respect to each respective period) per common and subordinated unit	$	0.6275		$	0.6075		$	1.8675		$	1.8075
Supplemental information:
(a) Includes excise taxes of:	$	19,704		$	19,698		$	58,351		$	59,902
(a) Includes revenues from fuel sales to related parties of:		101,190			99,891			281,611			280,330
(a) Includes rental income of:		21,644			19,752			65,090			59,634
(b) Includes rental expense of:		4,876			5,103			14,593			14,870
(c) Diluted common units were not used in the calculation of diluted earnings per common unit for the nine months ended September 30, 2017 because to do so would have been antidilutive.

Property and equipment, net	$	9,922
Intangible assets, net		1,336
Total assets		11,258

Asset retirement obligations		293
Net assets acquired	$	10,965

Motor fuel inventory	$	854
Property and equipment, net		23,590
Right-of-use assets, net		4,168
Intangible assets, net		35,636
Total assets	$	64,248

Accounts payable	$	264
Current portion of operating lease obligations		1,129
Operating lease obligations, less current portion		5,479
Asset retirement obligations		1,240
Other long-term liabilities		3,086
Total liabilities	$	11,198
Net assets acquired	$	53,050

Cash received from Circle K in lieu of Removed Properties	$	13,439
Cash received from Circle K related to net liabilities assumed		2,496
Total cash received from Circle K	$	15,935
Total fair value of assets received in CST Fuel Supply Exchange	$	68,985

	For the Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Revenues from motor fuel sales to CST	$	36,449	$	31,738	$	100,683	$	87,819
Rental income from CST	$	4,262	$	4,207	$	12,823	$	12,841

~~Period~~	~~Date of Issuance~~	~~Number of~~ ~~Common~~ ~~Units Issued~~
~~Quarter ended December 31, 2016~~	~~February 28, 2017~~		~~171,039~~
~~Quarter ended March 31, 2017~~	~~May 10, 2017~~		~~128,983~~
~~Quarter ended June 30, 2017~~	~~August 9, 2017~~		~~124,003~~
~~Quarter ended September 30, 2017~~	*		~~126,491~~

	Period from
	January 1		Three Months
	through		Ended
	March 25,		March 31,
	2020		2019
Gross profit	$	17,820	$	21,013
Net income		17,476		20,604

Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2016	February 6, 2017	February 13, 2017	$	0.6125	$	20,534
March 31, 2017	May 8, 2017	May 15, 2017	$	0.6175	$	20,826
June 30, 2017	August 7, 2017	August 14, 2017	$	0.6225	$	21,079
September 30, 2017	November 6, 2017	November 13, 2017	$	0.6275	$	21,326

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Operating revenues	$	544,092		$	487,950		$	1,542,167		$	1,368,334
Cost of sales		502,517			448,812			1,421,524			1,251,491
Gross profit		41,575			39,138			120,643			116,843
Income from CST Fuel Supply equity interests		3,752			4,022			11,185			12,318
Operating expenses:
Operating expenses		15,371			14,224			46,853			45,754
General and administrative expenses		5,994			6,142			23,731			18,068
Depreciation, amortization and accretion expense		14,049			13,432			42,675			40,594
Total operating expenses		35,414			33,798			113,259			104,416
Gain on sales of assets, net		2,371			631			2,013			525
Operating income		12,284			9,993			20,582			25,270
Other income, net		121			(59)			366			375
Interest expense		(7,102	)		(5,634	)		(20,599	)		(16,403	)
Income before income taxes		5,303			4,300			349			9,242
Income tax expense (benefit)		966			1,308			(1,686	)		851
Net income		4,337			2,992			2,035			8,391
Net income (loss) attributable to noncontrolling interests		4			3			(1	)		9
Net income attributable to limited partners		4,333			2,989			2,036			8,382
IDR distributions		(1,115	)		(877	)		(3,162	)		(2,456	)
Net income (loss) available to limited partners	$	3,218		$	2,112		$	(1,126	)	$	5,926

$550 million revolving credit facility	$	431,484
Note payable		779
Capital lease obligations		27,728
Total debt and capital lease obligations		459,991
Current portion		2,884
Noncurrent portion		457,107
Deferred financing fees		(2,334	)
Noncurrent portion, net of deferred financing fees	$	454,773

Exhibit No.		Description

~~10.1~~		~~Award Agreement for Phantom Units for Non-Employee Directors with distribution equivalent rights~~

~~10.2~~		~~Asset Purchase Agreement dated August 4, 2017, by and among CrossAmerica Partners LP and Jet-Pep, Inc. and other persons listed as signatories in the Purchase Agreement~~

31.1 *		Certification of Principal Executive Officer of CrossAmerica GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 *		Certification of Principal Financial Officer of CrossAmerica GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1*†		Certification of Principal Executive Officer of CrossAmerica GP LLC pursuant to 18 U.S.C. §1350

32.2*†		Certification of Principal Financial Officer of CrossAmerica GP LLC pursuant to 18 U.S.C. §1350

101.INS 101.INS		XBRL Instance Document

101.SCH 101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB 101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

CROSSAMERICA PARTNERS LP

By:		CROSSAMERICA GP LLC, its General Partner

By:		/s/ ~~Evan W. Smith~~Charles M. Nifong, Jr.
		~~Evan W. Smith~~Charles M. Nifong, Jr.
		~~Vice~~ President—~~Finance~~ and Chief ~~Financial Officer~~Executive Officer
		(Duly Authorized Officer and Principal Financial and Accounting Officer)