Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | CROSSAMERICA PARTNERS LP | |
Entity Central Index Key | 0001538849 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CAPL | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 38,027,194 | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Units | |
Security Exchange Name | NYSE | |
Entity File Number | 001-35711 | |
Entity Tax Identification Number | 45-4165414 | |
Entity Address, Address Line One | 645 Hamilton Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Allentown | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 18101 | |
City Area Code | 610 | |
Local Phone Number | 625-8000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,278 | $ 4,990 |
Accounts receivable, net of allowances of $674 and $709, respectively | 35,087 | 31,185 |
Accounts receivable from related parties | 1,021 | 437 |
Inventory | 58,037 | 52,344 |
Assets held for sale | 4,641 | 400 |
Current portion of interest rate swap contracts | 7,169 | 9,321 |
Other current assets | 11,068 | 9,845 |
Total current assets | 123,301 | 108,522 |
Property and equipment, net | 692,728 | 705,217 |
Right-of-use assets, net | 146,170 | 148,317 |
Intangible assets, net | 90,422 | 95,261 |
Goodwill | 99,409 | 99,409 |
Deferred tax assets | 1,425 | 759 |
Interest rate swap contracts, less current portion | 4,439 | 687 |
Other assets | 21,579 | 23,510 |
Total assets | 1,179,473 | 1,181,682 |
Current liabilities: | ||
Current portion of debt and finance lease obligations | 3,133 | 3,083 |
Current portion of operating lease obligations | 34,973 | 34,787 |
Accounts payable | 71,490 | 68,986 |
Accounts payable to related parties | 6,920 | 10,180 |
Accrued expenses and other current liabilities | 24,570 | 23,674 |
Motor fuel and sales taxes payable | 18,767 | 20,386 |
Total current liabilities | 159,853 | 161,096 |
Debt and finance lease obligations, less current portion | 795,755 | 753,880 |
Operating lease obligations, less current portion | 116,351 | 118,723 |
Deferred tax liabilities, net | 7,652 | 12,919 |
Asset retirement obligations | 48,329 | 47,844 |
Interest rate swap contracts | 1,139 | 3,535 |
Other long-term liabilities | 52,212 | 52,934 |
Total liabilities | 1,181,291 | 1,150,931 |
Commitments and contingencies (Note 11) | ||
Preferred membership interests | 28,401 | 27,744 |
Equity: | ||
Common units- 38,027,194 and 37,983,154 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively | (39,616) | (2,392) |
Accumulated other comprehensive income | 9,397 | 5,399 |
Total (deficit) equity | (30,219) | 3,007 |
Total liabilities and equity | $ 1,179,473 | $ 1,181,682 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Account receivable allowance | $ 674 | $ 709 |
Shares issued | 38,027,194 | 37,983,154 |
Shares outstanding | 38,027,194 | 37,983,154 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Operating revenues | $ 941,548 | $ 1,016,159 |
Costs of sales | 860,200 | 934,100 |
Gross profit | 81,348 | 82,059 |
Operating expenses: | ||
Operating expenses | 52,028 | 45,623 |
General and administrative expenses | 6,838 | 5,739 |
Depreciation, amortization and accretion expense | 18,721 | 19,820 |
Total operating expenses | 77,587 | 71,182 |
Loss on dispositions and lease terminations, net | (16,806) | (1,767) |
Operating (loss) income | (13,045) | 9,110 |
Other income, net | 249 | 261 |
Interest expense | (10,541) | (12,012) |
Loss before income taxes | (23,337) | (2,641) |
Income tax benefit | (5,797) | (1,662) |
Net loss | (17,540) | (979) |
Accretion of preferred membership interests | 657 | 601 |
Net loss available to limited partners | $ (18,197) | $ (1,580) |
Net loss Per Share | ||
Net loss per common unit, basic | $ (0.48) | $ (0.04) |
Net loss per common unit, diluted | $ (0.48) | $ (0.04) |
Weighted-average common units, basic | 37,994,285 | 37,940,332 |
Weighted-average common units, diluted | 37,994,285 | 37,940,332 |
Supplemental information: | ||
(a) includes excise taxes of: | $ 70,713 | $ 69,884 |
(a) includes rent income of: | 19,166 | 21,320 |
(b) excludes depreciation, amortization and accretion and includes rent expense of: | 5,419 | 5,554 |
(c) includes rent expense of: | $ 3,942 | $ 3,798 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (17,540) | $ (979) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, amortization and accretion expense | 18,721 | 19,820 |
Amortization of deferred financing costs | 483 | 1,848 |
Credit loss expense | 37 | |
Deferred income tax benefit | (5,932) | (2,056) |
Equity-based employee and director compensation expense | 205 | 561 |
Loss on dispositions and lease terminations, net | 16,806 | 1,767 |
Changes in operating assets and liabilities, net of acquisitions | (6,927) | (9,460) |
Net cash provided by operating activities | 5,816 | 11,538 |
Cash flows from investing activities: | ||
Principal payments received on notes receivable | 45 | 53 |
Proceeds from sale of assets | 568 | |
Capital expenditures | (6,105) | (6,001) |
Lease termination payments to Applegreen, including inventory purchases | (19,904) | |
Net cash used in investing activities | (25,964) | (5,380) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 49,000 | 187,400 |
Repayments on revolving credit facilities | (6,740) | (15,537) |
Repayments on the Term Loan Facility | (158,980) | |
Payments of finance lease obligations | (744) | (698) |
Payments of deferred financing costs | (74) | (6,906) |
Distributions paid on distribution equivalent rights | (65) | (56) |
Distributions paid on common units | (19,941) | (19,918) |
Net cash provided by (used in) financing activities | 21,436 | (14,695) |
Net increase (decrease) in cash and cash equivalents | 1,288 | (8,537) |
Cash and cash equivalents at beginning of period | 4,990 | 16,054 |
Cash and cash equivalents at end of period | $ 6,278 | $ 7,517 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands | Total | Common units-public [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2022 | $ 52,977 | $ 36,508 | $ 16,469 |
Balance, Common Units at Dec. 31, 2022 | 37,937,604 | ||
Net loss | (979) | $ (979) | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 137 | 137 | |
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense | (3,055) | (3,055) | |
Total other comprehensive income (loss) | (2,918) | (2,918) | |
Comprehensive (loss) income | (3,897) | (979) | (2,918) |
Issuance of units related to Bonus Plan | 322 | $ 322 | |
Issuance of units related to Bonus Plan, Units | 15,346 | ||
Accretion of preferred membership interests | (601) | $ (601) | |
Distributions paid | (19,974) | (19,974) | |
Balance at Mar. 31, 2023 | 28,827 | $ 15,276 | 13,551 |
Balance, Common Units at Mar. 31, 2023 | 37,952,950 | ||
Balance at Dec. 31, 2023 | 3,007 | $ (2,392) | 5,399 |
Balance, Common Units at Dec. 31, 2023 | 37,983,154 | ||
Net loss | (17,540) | $ (17,540) | |
Other comprehensive Income | |||
Unrealized gain on interest rate swap contracts | 9,131 | 9,131 | |
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense | (5,133) | (5,133) | |
Total other comprehensive income (loss) | 3,998 | 3,998 | |
Comprehensive (loss) income | (13,542) | (17,540) | 3,998 |
Issuance of units related to Bonus Plan | 381 | $ 381 | |
Issuance of units related to Bonus Plan, Units | 17,136 | ||
Vesting of equity awards, net of units withheld for taxes | 598 | $ 598 | |
Vesting of equity awards, net of units withheld for tax, Units | 26,904 | ||
Accretion of preferred membership interests | (657) | $ (657) | |
Distributions paid | (20,006) | (20,006) | |
Balance at Mar. 31, 2024 | $ (30,219) | $ (39,616) | $ 9,397 |
Balance, Common Units at Mar. 31, 2024 | 38,027,194 |
Description of Business and Oth
Description of Business and Other Disclosures | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Description of Business and Other Disclosures | Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES Our business consists of: • the wholesale distribution of motor fuels; • the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the sites; • the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and • the operation of retail sites, including the sale of convenience merchandise to end customers. Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. Recently Adopted Accounting Pronouncements Segment Reporting In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments starting in our Annual Report on Form 10-K for the year ending December 31, 2024. Income Taxes In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes. Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures. Concentration Risk For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80 % of our motor fuel from four suppliers. Approximately 24 % and 23 % of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers. For the three months ended March 31, 2024 and 2023, respectively, approximately 11 % and 20 % of our rent income was from two multi-site operators. For the three months ended March 31, 2024 and 2023, respectively, approximately 50 % and 47 % of our merchandise was purchased from one supplier. |
Applegreen Acquisition And Leas
Applegreen Acquisition And Lease Termination | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Applegreen Acquisition And Lease Termination | Note 2. APPLEGREEN ACQUISITION AND LEASE TERMINATION On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $ 16.9 million. The transaction closed on a rolling basis by site beginning during the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. The Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other. Of the 59 locations, 31 locations converted during the first quarter of 2024 and the remaining locations converted in April 2024. This transaction resulted in the transition of these lessee dealer sites to company operated sites. During the first quarter of 2024, we paid $ 19.9 million of cash and accrued an additional $ 1.2 million of cash paid in April 2024. In addition, we recorded a non-cash write-off of deferred rent income of $ 1.4 million during the first quarter of 2024. We recorded these transactions as follows during the first quarter of 2024 (in thousands): Cash consideration Lease termination payments $ 15,800 Inventory purchases 4,104 Total cash paid 19,904 Accrued lease termination payments paid in April 2024 1,183 Total consideration 21,087 Inventory 4,104 Equipment 1,550 Other assets 980 Loss on lease termination 14,453 Non-cash write-off of deferred rent income 1,445 Total loss on lease termination $ 15,898 |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 3. ASSETS HELD FOR SALE We have classified nine sites and two sites as held for sale at March 31, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): March 31, December 31, 2024 2023 Land $ 3,056 $ 240 Buildings and site improvements 3,512 380 Equipment 2,579 418 Total 9,147 1,038 Less accumulated depreciation ( 4,506 ) ( 638 ) Assets held for sale $ 4,641 $ 400 The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2023, we sold one property for $ 0.4 million in proceeds, resulting in a net gain of $ 0.1 million. See Note 5 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4. INVENTORY Inventory consisted of the following (in thousands): March 31, December 31, 2024 2023 Merchandise $ 29,808 $ 26,081 Motor fuel 28,229 26,263 Inventory $ 58,037 $ 52,344 See Notes 2 and 15 for information regarding the Applegreen Acquisition and other conversions of lessee dealer sites to company operated sites, which caused a significant portion of the increase in inventory. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2024 2023 Land $ 323,494 $ 326,571 Buildings and site improvements 362,651 365,528 Leasehold improvements 16,560 16,434 Equipment 358,585 356,160 Construction in progress 5,240 4,462 Property and equipment, at cost 1,066,530 1,069,155 Accumulated depreciation and amortization ( 373,802 ) ( 363,938 ) Property and equipment, net $ 692,728 $ 705,217 We recorded impairment charges of $ 0.3 million and $ 0.4 million during the three months ended March 31, 2024 and 2023, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | Note 6. INTANGIBLE ASSETS Intangible assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 234,501 $ 145,557 $ 88,944 $ 234,501 $ 140,714 $ 93,787 Trademarks/licenses 2,118 787 1,331 2,078 761 1,317 Covenant not to compete 200 53 147 200 43 157 Total intangible assets $ 236,819 $ 146,397 $ 90,422 $ 236,779 $ 141,518 $ 95,261 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. DEBT Our balances for long-term debt and finance lease obligations were as follows (in thousands): March 31, December 31, 2024 2023 CAPL Credit Facility $ 798,260 $ 756,000 Finance lease obligations 10,320 11,064 Total debt and finance lease obligations 808,580 767,064 Current portion 3,133 3,083 Noncurrent portion 805,447 763,981 Deferred financing costs, net 9,692 10,101 Noncurrent portion, net of deferred financing costs $ 795,755 $ 753,880 The CAPL Credit Facility is secured by substantially all of the Partnership’s assets. Letters of credit outstanding totaled $ 5.3 million and $ 4.5 million at March 31, 2024 and December 31, 2023, respectively. Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at March 31, 2024 was 5.1 % (our applicable margin was 2.25 % as of March 31, 2024). See Note 8 for additional information on our interest rate swap contracts. The CAPL Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00 , and (ii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00 . For the quarter during a Specified Acquisition Period (as defined in the CAPL Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5 , but such numerator may not exceed 5.25 to 1.00 . Upon the occurrence of a Qualified Note Offering (as defined in the CAPL Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00 , while the Specified Acquisition Period threshold is 5.50 to 1.00 . Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the CAPL Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00 . Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00. On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions. As of March 31, 2024, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at March 31, 2024, after taking into consideration debt covenant restrictions, was $ 91.2 million. In connection with amending the CAPL Credit Facility and terminating the JKM Credit Facility in March 2023, the Partnership wrote off $ 1.1 million of deferred financing costs in the first quarter of 2023. |
Interest Rate Swap Contracts
Interest Rate Swap Contracts | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Contracts | Note 8. INTEREST RATE SWAP CONTRACTS During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands): Type Notional Amount Termination Date Fixed Rate Spot starting $ 150,000 April 1, 2024 0.413 % Spot starting 75,000 April 1, 2024 0.298 % Spot starting 75,000 April 1, 2024 0.298 % Spot starting 50,000 March 30, 2028 3.287 % Spot starting 100,000 March 31, 2028 3.287 % Spot starting 50,000 April 8, 2028 3.282 % Forward starting April 1, 2024 100,000 April 1, 2028 2.932 % Spot starting 80,000 March 31, 2028 4.105 % Spot starting 20,000 March 31, 2028 4.121 % All of our interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective. The fair value of each of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets and noncurrent liabilities, as applicable. See Note 12 for additional information on the fair value of the interest rate swap contracts. We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings (interest expense on our statement of operations) in the same period during which the hedged interest expense is recorded. We recognized a net realized gain from settlements of the interest rate swap contracts of $ 5.1 million and $ 3.1 million for the three months ended March 31, 2024 and 2023, respectively. We currently estimate that a gain of $ 6.1 million will be reclassified from accumulated other comprehensive income into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates. |
Operating Leases as Lessor
Operating Leases as Lessor | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Operating Leases as Lessor | Note 9. OPERATING LEASES AS LESSOR During the first quarter of 2024, we terminated a significant number of operating leases as lessor through our Applegreen Acquisition. See Note 2 for additional information regarding this transaction and the related write-off of deferred rent income. Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2037 . Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties as of March 31, 2024 were as follows (in thousands): 2024 $ 29,826 2025 32,495 2026 22,640 2027 12,672 2028 7,899 Thereafter 21,489 Total future minimum lease payments $ 127,021 The future minimum rental payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or non-lease components for amounts that may be received as tenant reimbursements for certain operating costs. Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $ 3.3 million and $ 5.0 million at March 31, 2024 and December 31, 2023, respectively. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10. RELATED-PARTY TRANSACTIONS Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from TopStar, an entity affiliated with the Topper Group, were $ 10.7 million and $ 11.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts receivable from TopStar was $ 1.0 million and $ 0.4 million at March 31, 2024 and December 31, 2023, respectively. We lease real estate from the Topper Group. Rent expense under these lease agreements was $ 2.5 million for each of the three months ended March 31, 2024 and 2023. Omnibus Agreement We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $ 27.8 million and $ 24.4 million for the three months ended March 31, 2024 and 2023, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $ 4.8 million and $ 8.4 million at March 31, 2024 and December 31, 2023, respectively. Common Unit Distributions and Other Equity Transactions We distributed $ 7.7 million to the Topper Group related to its ownership of our common units for the three months ended March 31, 2024 and 2023. We distributed $ 2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units for the three months ended March 31, 2024 and 2023. We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $ 0.7 million and $ 0.6 million for the three months ended March 31, 2024 and 2023, respectively. Maintenance and Environmental Costs Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $ 1.0 million and $ 0.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts payable to this related party amounted to $ 0.7 million and $ 0.3 million at March 31, 2024 and December 31, 2023, respectively. Convenience Store Products We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $ 4.7 million and $ 4.9 million for the three months ended March 31, 2024 and 2023, respectively. Amounts payable to this related party amounted to $ 1.4 million at March 31, 2024 and December 31, 2023. Vehicle Lease In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for each of the three months ended March 31, 2024 and 2023. Principal Executive Offices We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $ 0.3 million for each of the three months ended March 31, 2024 and 2023. Public Relations and Website Consulting Services We have engaged a company affiliated with John B. Reilly, III, member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2024 and 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. COMMITMENTS AND CONTINGENCIES Purchase Commitments We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contractual period, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given period. We did not incur any significant penalties during the three months ended March 31, 2024 or 2023. Litigation Matters We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation. Environmental Matters We currently own or lease sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination. We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions. Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $ 6.9 million and $ 7.4 million at March 31, 2024 and December 31, 2023, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $ 4.7 million and $ 5.3 million at March 31, 2024 and December 31, 2023, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies. The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of, remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims. Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the consolidated balance sheet of the Partnership. Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the consolidated balance sheet of the Partnership. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12. FAIR VALUE MEASUREMENTS We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2024 or 2023. As further discussed in Note 8, we remeasure the fair value of interest rate swap contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements. We have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are deemed Level 1 measurements. The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2024 and December 31, 2023 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of March 31, 2024 and December 31, 2023 due to the frequency with which interest rates are reset and the consistency of the market spread. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. INCOME TAXES As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10 % of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. We recorded an income tax benefit of $ 5.8 million and $ 1.7 million for the three months ended March 31, 2024 and 2023, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax. |
Net Income Per Common Unit
Net Income Per Common Unit | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Common Unit | Note 14. NET INCOME PER COMMON UNIT The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts): Three Months Ended March 31, 2024 2023 Numerator: Distributions paid on common units $ 19,941 $ 19,974 Allocation of distributions in excess of net income ( 38,138 ) ( 21,554 ) Limited partners’ interest in net loss - basic and diluted ( 18,197 ) ( 1,580 ) Denominator: Weighted-average common units outstanding - basic 37,994,285 37,940,332 Adjustment for phantom and phantom performance units (a) — — Weighted-average common units outstanding - diluted 37,994,285 37,940,332 Net loss per common unit - basic $ ( 0.48 ) $ ( 0.04 ) Net loss per common unit - diluted $ ( 0.48 ) $ ( 0.04 ) Distributions paid per common unit $ 0.5250 $ 0.5250 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 (a) For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. Distributions Distribution activity for 2024 is as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2023 February 2, 2024 February 9, 2024 $ 0.5250 $ 19,941 March 31, 2024 May 3, 2024 May 10, 2024 0.5250 19,964 The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 15. SEGMENT REPORTING We conduct our business in two segments: 1) the wholesale segment and 2) the retail segment. The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers. The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment. Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data. During the three months ended March 31, 2024 and 2023, respectively, we converted 53 and eight sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment. The sites converted during the first quarter of 2024 include 31 sites from the Applegreen Acquisition. See Note 2 for additional information. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended March 31, 2024 Revenues from fuel sales to external customers $ 450,579 $ 389,852 $ — $ 840,431 Revenues from food and merchandise sales — 76,432 — 76,432 Rent income 15,979 3,187 — 19,166 Other revenue 920 4,599 — 5,519 Total revenues $ 467,478 $ 474,070 $ — $ 941,548 Operating income (loss) $ 18,065 $ 11,255 $ ( 42,365 ) $ ( 13,045 ) Three Months Ended March 31, 2023 Revenues from fuel sales to external customers $ 521,925 $ 402,946 $ — $ 924,871 Revenues from food and merchandise sales — 65,266 — 65,266 Rent income 17,956 3,364 — 21,320 Other revenue 1,247 3,455 — 4,702 Total revenues $ 541,128 $ 475,031 $ — $ 1,016,159 Operating income (loss) $ 21,669 $ 14,767 $ ( 27,326 ) $ 9,110 Receivables relating to the revenue streams above are as follows (in thousands): March 31, December 31, 2024 2023 Receivables from fuel and merchandise sales $ 32,853 $ 28,467 Receivables for rent and other lease-related charges 3,255 3,155 Total accounts receivable $ 36,108 $ 31,622 Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, although revenue from such shortfalls is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery. The balance of unamortized costs incurred to obtain certain contracts with customers was $ 9.4 million and $ 10.0 million at March 31, 2024 and December 31, 2023, respectively. Amortization of such costs is recorded against operating revenues and amounted to $ 0.5 million and $ 0.4 million for the three months ended March 31, 2024 and 2023, respectively. Receivables from rent and other lease-related charges are generally collected at the beginning of the month. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 16. SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands): Three Months Ended March 31, 2024 2023 (Increase) decrease: Accounts receivable $ ( 3,902 ) $ 2,220 Accounts receivable from related parties ( 584 ) 219 Inventories ( 1,589 ) ( 604 ) Other current assets ( 423 ) ( 2,775 ) Other assets ( 885 ) 574 Increase (decrease): Accounts payable 2,434 ( 7,503 ) Accounts payable to related parties ( 3,131 ) ( 2,013 ) Accrued expenses and other current liabilities 987 ( 297 ) Motor fuel and taxes payable ( 1,619 ) ( 342 ) Other long-term liabilities 1,785 1,061 Changes in operating assets and liabilities, net of acquisitions $ ( 6,927 ) $ ( 9,460 ) The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions and other non-cash activity. Supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for interest $ 9,925 $ 11,875 Cash paid (refunded) for income taxes, net ( 17 ) 560 Supplemental schedule of non-cash investing and financing activities (in thousands): Three Months Ended March 31, 2024 2023 Accrued capital expenditures $ 1,269 $ 2,228 Lease liabilities arising from obtaining right-of-use assets 4,823 2,972 Accretion of preferred membership interests 657 601 |
Description of Business and O_2
Description of Business and Other Disclosures (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Interim Financial Statement | Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Segment Reporting In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments starting in our Annual Report on Form 10-K for the year ending December 31, 2024. Income Taxes In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes. Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures. |
Concentration Risk | Concentration Risk For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80 % of our motor fuel from four suppliers. Approximately 24 % and 23 % of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers. For the three months ended March 31, 2024 and 2023, respectively, approximately 11 % and 20 % of our rent income was from two multi-site operators. For the three months ended March 31, 2024 and 2023, respectively, approximately 50 % and 47 % of our merchandise was purchased from one supplier. |
Applegreen Acquisition And Le_2
Applegreen Acquisition And Lease Termination (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Summary of Acquisition and Lease Termination Transactions | We recorded these transactions as follows during the first quarter of 2024 (in thousands): Cash consideration Lease termination payments $ 15,800 Inventory purchases 4,104 Total cash paid 19,904 Accrued lease termination payments paid in April 2024 1,183 Total consideration 21,087 Inventory 4,104 Equipment 1,550 Other assets 980 Loss on lease termination 14,453 Non-cash write-off of deferred rent income 1,445 Total loss on lease termination $ 15,898 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract] | |
Assets Held for Sale | We have classified nine sites and two sites as held for sale at March 31, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): March 31, December 31, 2024 2023 Land $ 3,056 $ 240 Buildings and site improvements 3,512 380 Equipment 2,579 418 Total 9,147 1,038 Less accumulated depreciation ( 4,506 ) ( 638 ) Assets held for sale $ 4,641 $ 400 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): March 31, December 31, 2024 2023 Merchandise $ 29,808 $ 26,081 Motor fuel 28,229 26,263 Inventory $ 58,037 $ 52,344 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2024 2023 Land $ 323,494 $ 326,571 Buildings and site improvements 362,651 365,528 Leasehold improvements 16,560 16,434 Equipment 358,585 356,160 Construction in progress 5,240 4,462 Property and equipment, at cost 1,066,530 1,069,155 Accumulated depreciation and amortization ( 373,802 ) ( 363,938 ) Property and equipment, net $ 692,728 $ 705,217 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): March 31, 2024 December 31, 2023 Gross Accumulated Net Gross Accumulated Net Wholesale fuel supply contracts/rights $ 234,501 $ 145,557 $ 88,944 $ 234,501 $ 140,714 $ 93,787 Trademarks/licenses 2,118 787 1,331 2,078 761 1,317 Covenant not to compete 200 53 147 200 43 157 Total intangible assets $ 236,819 $ 146,397 $ 90,422 $ 236,779 $ 141,518 $ 95,261 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Balances for Long-term Debt and Finance Lease Obligations | Our balances for long-term debt and finance lease obligations were as follows (in thousands): March 31, December 31, 2024 2023 CAPL Credit Facility $ 798,260 $ 756,000 Finance lease obligations 10,320 11,064 Total debt and finance lease obligations 808,580 767,064 Current portion 3,133 3,083 Noncurrent portion 805,447 763,981 Deferred financing costs, net 9,692 10,101 Noncurrent portion, net of deferred financing costs $ 795,755 $ 753,880 |
Interest Rate Swap Contracts (T
Interest Rate Swap Contracts (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Interest Rate Swap Contracts | During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands): Type Notional Amount Termination Date Fixed Rate Spot starting $ 150,000 April 1, 2024 0.413 % Spot starting 75,000 April 1, 2024 0.298 % Spot starting 75,000 April 1, 2024 0.298 % Spot starting 50,000 March 30, 2028 3.287 % Spot starting 100,000 March 31, 2028 3.287 % Spot starting 50,000 April 8, 2028 3.282 % Forward starting April 1, 2024 100,000 April 1, 2028 2.932 % Spot starting 80,000 March 31, 2028 4.105 % Spot starting 20,000 March 31, 2028 4.121 % |
Operating Leases as Lessor (Tab
Operating Leases as Lessor (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases | Future minimum rental payments under non-cancelable operating leases with third parties as of March 31, 2024 were as follows (in thousands): 2024 $ 29,826 2025 32,495 2026 22,640 2027 12,672 2028 7,899 Thereafter 21,489 Total future minimum lease payments $ 127,021 |
Net Income Per Common Unit (Tab
Net Income Per Common Unit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit | The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts): Three Months Ended March 31, 2024 2023 Numerator: Distributions paid on common units $ 19,941 $ 19,974 Allocation of distributions in excess of net income ( 38,138 ) ( 21,554 ) Limited partners’ interest in net loss - basic and diluted ( 18,197 ) ( 1,580 ) Denominator: Weighted-average common units outstanding - basic 37,994,285 37,940,332 Adjustment for phantom and phantom performance units (a) — — Weighted-average common units outstanding - diluted 37,994,285 37,940,332 Net loss per common unit - basic $ ( 0.48 ) $ ( 0.04 ) Net loss per common unit - diluted $ ( 0.48 ) $ ( 0.04 ) Distributions paid per common unit $ 0.5250 $ 0.5250 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 (a) For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. |
Distributions Made to Limited Partner, by Distribution | Distribution activity for 2024 is as follows: Quarter Ended Record Date Payment Date Cash Cash December 31, 2023 February 2, 2024 February 9, 2024 $ 0.5250 $ 19,941 March 31, 2024 May 3, 2024 May 10, 2024 0.5250 19,964 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments | The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended March 31, 2024 Revenues from fuel sales to external customers $ 450,579 $ 389,852 $ — $ 840,431 Revenues from food and merchandise sales — 76,432 — 76,432 Rent income 15,979 3,187 — 19,166 Other revenue 920 4,599 — 5,519 Total revenues $ 467,478 $ 474,070 $ — $ 941,548 Operating income (loss) $ 18,065 $ 11,255 $ ( 42,365 ) $ ( 13,045 ) Three Months Ended March 31, 2023 Revenues from fuel sales to external customers $ 521,925 $ 402,946 $ — $ 924,871 Revenues from food and merchandise sales — 65,266 — 65,266 Rent income 17,956 3,364 — 21,320 Other revenue 1,247 3,455 — 4,702 Total revenues $ 541,128 $ 475,031 $ — $ 1,016,159 Operating income (loss) $ 21,669 $ 14,767 $ ( 27,326 ) $ 9,110 |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows (in thousands): March 31, December 31, 2024 2023 Receivables from fuel and merchandise sales $ 32,853 $ 28,467 Receivables for rent and other lease-related charges 3,255 3,155 Total accounts receivable $ 36,108 $ 31,622 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule Of Supplemental Cash Flow [Line Items] | |
Cash Flow, Operating Capital | In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands): Three Months Ended March 31, 2024 2023 (Increase) decrease: Accounts receivable $ ( 3,902 ) $ 2,220 Accounts receivable from related parties ( 584 ) 219 Inventories ( 1,589 ) ( 604 ) Other current assets ( 423 ) ( 2,775 ) Other assets ( 885 ) 574 Increase (decrease): Accounts payable 2,434 ( 7,503 ) Accounts payable to related parties ( 3,131 ) ( 2,013 ) Accrued expenses and other current liabilities 987 ( 297 ) Motor fuel and taxes payable ( 1,619 ) ( 342 ) Other long-term liabilities 1,785 1,061 Changes in operating assets and liabilities, net of acquisitions $ ( 6,927 ) $ ( 9,460 ) |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): Three Months Ended March 31, 2024 2023 Cash paid for interest $ 9,925 $ 11,875 Cash paid (refunded) for income taxes, net ( 17 ) 560 |
Non-cash Activities | |
Schedule Of Supplemental Cash Flow [Line Items] | |
Schedule of Supplemental Cash Flow Information | Supplemental schedule of non-cash investing and financing activities (in thousands): Three Months Ended March 31, 2024 2023 Accrued capital expenditures $ 1,269 $ 2,228 Lease liabilities arising from obtaining right-of-use assets 4,823 2,972 Accretion of preferred membership interests 657 601 |
Description of Business and O_3
Description of Business and Other Disclosures - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 Carriers Supplier Operators | Mar. 31, 2023 Supplier | |
Motor Fuel Gallons [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of product sold, delivered by two carrier | 24% | 23% |
Number of motor fuel carriers | Carriers | 2 | |
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 11% | 20% |
Number of multi-site operators | Operators | 2 | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Four Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 80% | 80% |
Number of motor fuel suppliers | 4 | 4 |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Supplier [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 50% | 47% |
Number of Supplier | 1 |
Applegreen Acquisition And Le_3
Applegreen Acquisition And Lease Termination - Additional Information (Details) - Applegreen Acquisition [Member] - Applegreen Purchase Agreement [Member] $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 26, 2024 USD ($) Location | Apr. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) Location | |
Business Acquisition [Line Items] | |||
Aggregate purchase price | $ 19,904 | ||
Total consideration | $ 16,900 | $ 21,087 | |
Number of locations | Location | 59 | 59 | |
Option to extend, description | The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. | ||
Number of converted locations | Location | 31 | ||
Payments to accrued additional lease | $ 1,183 | ||
Non-cash write-off of deferred rent income | $ 1,445 | ||
Subsequent Event [Member] | |||
Business Acquisition [Line Items] | |||
Payments to accrued additional lease | $ 1,200 |
Applegreen Acquisition And Le_4
Applegreen Acquisition And Lease Termination - Summary of Summary of Acquisition and Lease Termination Transactions (Details) - Applegreen Acquisition [Member] - Applegreen Purchase Agreement [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 26, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||
Lease termination payments | $ 15,800 | |
Inventory purchases | 4,104 | |
Total cash paid | 19,904 | |
Accrued lease termination payments paid in April 2024 | 1,183 | |
Total consideration | $ 16,900 | 21,087 |
Inventory | 4,104 | |
Equipment | 1,550 | |
Other assets | 980 | |
Loss on lease termination | 14,453 | |
Non-cash write-off of deferred rent income | 1,445 | |
Total loss on lease termination | $ 15,898 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) Property | Mar. 31, 2024 Store | Dec. 31, 2023 Store | |
Long Lived Assets Held-for-sale [Line Items] | |||
Number of properties sold | Property | 1 | ||
Proceeds from sale of properties | $ 0.4 | ||
Gain on sale of properties | $ 0.1 | ||
Assets Held-for-sale [Member] | |||
Long Lived Assets Held-for-sale [Line Items] | |||
Number of Stores | Store | 9 | 2 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 1,066,530 | $ 1,069,155 |
Less accumulated depreciation | (373,802) | (363,938) |
Assets held for sale | 692,728 | 705,217 |
Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 323,494 | 326,571 |
Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 362,651 | 365,528 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 358,585 | 356,160 |
Assets Held-for-sale [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 9,147 | 1,038 |
Less accumulated depreciation | (4,506) | (638) |
Assets held for sale | 4,641 | 400 |
Assets Held-for-sale [Member] | Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 3,056 | 240 |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 3,512 | 380 |
Assets Held-for-sale [Member] | Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 2,579 | $ 418 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Merchandise | $ 29,808 | $ 26,081 |
Motor fuel | 28,229 | 26,263 |
Inventories | $ 58,037 | $ 52,344 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,066,530 | $ 1,069,155 |
Less accumulated depreciation | (373,802) | (363,938) |
Assets held for sale | 692,728 | 705,217 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 323,494 | 326,571 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 362,651 | 365,528 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 16,560 | 16,434 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 358,585 | 356,160 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 5,240 | $ 4,462 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation, Amortization and Accretion Expenses [Member] | ||
Property Plant And Equipment [Line Items] | ||
Impairment charges. Property, Plant, and Equipment | $ 0.3 | $ 0.4 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 236,819 | $ 236,779 |
Finite-Lived Intangible Assets, Accumulated Amortization | 146,397 | 141,518 |
Intangible assets, net | 90,422 | 95,261 |
Wholesale Fuel Supply Contracts/Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 234,501 | 234,501 |
Finite-Lived Intangible Assets, Accumulated Amortization | 145,557 | 140,714 |
Intangible assets, net | 88,944 | 93,787 |
Trademarks/Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,118 | 2,078 |
Finite-Lived Intangible Assets, Accumulated Amortization | 787 | 761 |
Intangible assets, net | 1,331 | 1,317 |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 200 | 200 |
Finite-Lived Intangible Assets, Accumulated Amortization | 53 | 43 |
Intangible assets, net | $ 147 | $ 157 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Goodwill [Line Items] | |
Beginning Balance | $ 99,409 |
Ending Balance | $ 99,409 |
Debt - Summary of Balances for
Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 10,320 | $ 11,064 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Total debt and finance lease obligations | Total debt and finance lease obligations |
Total debt and finance lease obligations | $ 808,580 | $ 767,064 |
Current portion | 3,133 | 3,083 |
Noncurrent portion | 805,447 | 763,981 |
Deferred financing costs, net | 9,692 | 10,101 |
Noncurrent portion, net of deferred financing costs | 795,755 | 753,880 |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 798,260 | $ 756,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ 1.1 | |||||
Line of credit facility, maximum borrowing capacity | $ 91.2 | |||||
CAPL Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio, threshold | 0.50% | |||||
Line of credit facility financial covenants combined interest charge coverage ratio | 2.50% | |||||
Letters of credit outstanding, amount | $ 5.3 | $ 4.5 | ||||
CAPL Credit Facility [Member] | Notes Payable to Banks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate at period end | 5.10% | |||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
CAPL Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 5% | |||||
Line of credit facility financial covenants combined leverage ratio, threshold | 5.25% | |||||
CAPL Credit Facility [Member] | Maximum [Member] | Scenario Forecast [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 4.75% | 5% | 5% | |||
CAPL Credit Facility [Member] | Maximum [Member] | Upon Issuance of Qualified Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | |||||
Line of credit facility financial covenants combined leverage ratio, threshold | 5.50% | |||||
CAPL Credit Facility [Member] | Maximum [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 3.75% | |||||
Line of credit facility financial covenants combined leverage ratio, threshold | 4% | |||||
CAPL Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 1% | |||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% | |||||
CAPL Credit Facility [Member] | Minimum [Member] | Scenario Forecast [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 1% | 1% | 1% | |||
CAPL Credit Facility [Member] | Minimum [Member] | Upon Issuance of Qualified Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 1% | |||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% | |||||
CAPL Credit Facility [Member] | Minimum [Member] | Senior Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility financial covenants combined leverage ratio | 1% | |||||
Line of credit facility financial covenants combined leverage ratio, threshold | 1% |
Interest Rate Swap Contracts -
Interest Rate Swap Contracts - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments Gain Loss [Line Items] | ||
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense | $ 6.1 | |
Estimated period for transfer of gain to be reclassified from accumulated other comprehensive income into interest expense | 12 months | |
Interest Rate Swap [Member] | ||
Derivative Instruments Gain Loss [Line Items] | ||
Net realized gain (loss) | $ 5.1 | $ 3.1 |
Interest Rate Swap Contracts _2
Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Interest Rate Swap Contracts One [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 150,000 |
Fixed rate | 0.413% |
Termination date | Apr. 01, 2024 |
Interest Rate Swap Contracts Two [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 75,000 |
Fixed rate | 0.298% |
Termination date | Apr. 01, 2024 |
Interest Rate Swap Contracts Three [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 75,000 |
Fixed rate | 0.298% |
Termination date | Apr. 01, 2024 |
Interest Rate Swap Contracts Four [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 50,000 |
Fixed rate | 3.287% |
Termination date | Mar. 30, 2028 |
Interest Rate Swap Contracts Five [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 100,000 |
Fixed rate | 3.287% |
Termination date | Mar. 31, 2028 |
Interest Rate Swap Contracts Six [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 50,000 |
Fixed rate | 3.282% |
Termination date | Apr. 08, 2028 |
Interest Rate Swap Contracts Seven [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Forward starting April 1, 2024 |
Notional amount | $ 100,000 |
Fixed rate | 2.932% |
Termination date | Apr. 01, 2028 |
Interest Rate Swap Contracts Eight [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 80,000 |
Fixed rate | 4.105% |
Termination date | Mar. 31, 2028 |
Interest Rate Swap Contracts Nine [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Swap Type | Spot starting |
Notional amount | $ 20,000 |
Fixed rate | 4.121% |
Termination date | Mar. 31, 2028 |
Interest Rate Swap Contracts _3
Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Parentetical) (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Interest Rate Swap Contracts Seven [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Derivative Contract Starting Date | Apr. 01, 2024 |
Operating Leases as Lessor - Ad
Operating Leases as Lessor - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | ||
Lessor operating lease term of expiration | through 2037 | |
Deferred rent income under lease agreement | $ 3.3 | $ 5 |
Operating Leases as Lessor - Sc
Operating Leases as Lessor - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) - Non-Related Third Party [Member] $ in Thousands | Mar. 31, 2024 USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
2024 | $ 29,826 |
2025 | 32,495 |
2026 | 22,640 |
2027 | 12,672 |
2028 | 7,899 |
Thereafter | 21,489 |
Total future minimum lease payments | $ 127,021 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) | Operating Income (Loss) | |
Rental income | $ 19,166 | $ 21,320 | |
Accounts receivable | 35,087 | $ 31,185 | |
Accretion of preferred membership interests | 657 | 601 | |
Accounts payable to related parties | 71,490 | 68,986 | |
Cost of services | 860,200 | 934,100 | |
Omnibus Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Cost and expenses incurred | 27,800 | 24,400 | |
Topper And Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable to related parties | 1,400 | 1,400 | |
Cost of services | 1,000 | 700 | |
Topper Group [Member] | |||
Related Party Transaction [Line Items] | |||
Dividends cash | $ 7,700 | $ 7,700 | |
Lease expenses | insignificant | insignificant | |
Topper Group [Member] | Omnibus Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts payable to related parties | $ 4,800 | 8,400 | |
John B. Reilly, III [Member] | |||
Related Party Transaction [Line Items] | |||
Dividends cash | 2,600 | $ 2,600 | |
Topper And Entities [Member] | |||
Related Party Transaction [Line Items] | |||
Rental income | 10,700 | 11,700 | |
Accounts receivable | 1,000 | 400 | |
Rent expense | 2,500 | 2,500 | |
Accounts payable to related parties | 700 | $ 300 | |
Merchandise costs | 4,700 | 4,900 | |
CST Brands Inc. [Member] | |||
Related Party Transaction [Line Items] | |||
Rent expense | $ 300 | $ 300 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments And Contingencies Disclosure [Abstract] | ||
Environmental liabilities | $ 6.9 | $ 7.4 |
Indemnification assets related to third party escrow funds, state funds or insurance | $ 4.7 | $ 5.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax holiday, description | As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. | |
Income tax benefit | $ 5,797 | $ 1,662 |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Limited partnership percentage of non qualifying income to gross income | 10% |
Net Income Per Common Unit - Re
Net Income Per Common Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Numerator: | |||
Distributions paid on common units | $ 19,941 | $ 19,974 | |
Allocation of distributions in excess of net income | (38,138) | (21,554) | |
Net loss available to limited partners | $ (18,197) | $ (1,580) | |
Denominator: | |||
Weighted-average common units outstanding - basic | 37,994,285 | 37,940,332 | |
Adjustment for phantom and phantom performance units | [1] | 0 | 0 |
Weighted-average common units outstanding - diluted | 37,994,285 | 37,940,332 | |
Net loss per common unit - basic | $ (0.48) | $ (0.04) | |
Net loss per common unit - diluted | (0.48) | (0.04) | |
Distributions paid per common unit | 0.525 | 0.525 | |
Distributions declared (with respect to each respective period) per common unit | $ 0.525 | $ 0.525 | |
[1] For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. |
Net Income Per Common Unit - _2
Net Income Per Common Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Parenthetical) (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,230,559 | 1,125,769 |
Phantom units [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 133,341 | 168,695 |
Net Income Per Common Unit - Di
Net Income Per Common Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Partnership Distributions [Abstract] | ||
Record Date | May 03, 2024 | Feb. 02, 2024 |
Payment Date | May 10, 2024 | Feb. 09, 2024 |
Cash Distribution (per unit) | $ 0.525 | $ 0.525 |
Cash Distribution (in thousands) | $ 19,964 | $ 19,941 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) Location Segment Site | Mar. 31, 2023 USD ($) Site | Dec. 31, 2023 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Number of converted operated sites to dealer operated sites | Site | 53 | 8 | |
Contract costs, unamortized balance | $ 9.4 | $ 10 | |
Contract costs, amortization against operating revenues | $ 0.5 | $ 0.4 | |
Applegreen Acquisition [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of closed location | Location | 31 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenues | $ 941,548 | $ 1,016,159 |
Rental income | 19,166 | 21,320 |
Operating income (loss) | (13,045) | 9,110 |
Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 840,431 | 924,871 |
Food and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 76,432 | 65,266 |
Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 5,519 | 4,702 |
Unallocated [Member] | ||
Segment Reporting Information [Line Items] | ||
Operating income (loss) | (42,365) | (27,326) |
Wholesale | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 467,478 | 541,128 |
Rental income | 15,979 | 17,956 |
Operating income (loss) | 18,065 | 21,669 |
Wholesale | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 450,579 | 521,925 |
Wholesale | Operating Segments [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 920 | 1,247 |
Retail [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 474,070 | 475,031 |
Rental income | 3,187 | 3,364 |
Operating income (loss) | 11,255 | 14,767 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 389,852 | 402,946 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | 76,432 | 65,266 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenues | $ 4,599 | $ 3,455 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 36,108 | $ 31,622 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 32,853 | 28,467 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 3,255 | $ 3,155 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
(Increase) decrease: | ||
Accounts receivable | $ (3,902) | $ 2,220 |
Accounts receivable from related parties | (584) | 219 |
Inventories | (1,589) | (604) |
Other current assets | (423) | (2,775) |
Other assets | (885) | 574 |
Increase (decrease): | ||
Accounts payable | 2,434 | (7,503) |
Accounts payable to related parties | (3,131) | (2,013) |
Accrued expenses and other current liabilities | 987 | (297) |
Motor fuel and taxes payable | (1,619) | (342) |
Other long-term liabilities | 1,785 | 1,061 |
Changes in operating assets and liabilities, net of acquisitions | $ (6,927) | $ (9,460) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 9,925 | $ 11,875 |
Cash paid (refunded) for income taxes, net | $ (17) | $ 560 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule Of Supplemental Cash Flow [Line Items] | ||
Accrued capital expenditures | $ 1,269 | $ 2,228 |
Lease liabilities arising from obtaining right-of-use assets | 4,823 | 2,972 |
Accretion of preferred membership interests | $ 657 | $ 601 |