Document and Entity Information
Document and Entity Information Document - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 17, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | CrossAmerica Partners LP | ||
Entity Central Index Key | 1,538,849 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CAPL | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 551.4 | ||
Limited Partner | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 25,585,922 | ||
Subordinated Units | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,525,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,192 | $ 15,170 |
Accounts receivable, net of allowances of $1,090 and $754, respectively | 18,605 | 23,435 |
Accounts receivable from related parties | 2,653 | 14,897 |
Inventories | 15,739 | 12,069 |
Assets held for sale | 3,288 | 2,584 |
Other current assets, net | 8,292 | 7,167 |
Total current assets | 49,769 | 75,322 |
Property and equipment, net | 628,564 | 391,499 |
Intangible assets, net | 82,315 | 77,780 |
Goodwill | 80,821 | 40,328 |
Other assets | 11,625 | 12,034 |
Total assets | 853,094 | 596,963 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 8,342 | 29,083 |
Accounts payable | 32,577 | 33,575 |
Accrued expenses and other current liabilities | 16,721 | 21,277 |
Motor fuel taxes payable | 9,818 | 10,042 |
Total current liabilities | 67,458 | 93,977 |
Debt and capital lease obligations, less current portion | 430,632 | 254,403 |
Deferred tax liabilities | 43,609 | 22,946 |
Other long-term liabilities | 42,539 | 35,146 |
Total liabilities | $ 584,238 | $ 406,472 |
Commitments and contingencies (Note 9) | ||
Equity: | ||
General Partner's Interest | $ 0 | $ 0 |
Total CrossAmerica Partners' Capital | 268,991 | 190,522 |
Noncontrolling interests | (135) | (31) |
Total equity | 268,856 | 190,491 |
Total liabilities and equity | 853,094 | 596,963 |
Common units-public | ||
Equity: | ||
Limited Partners' Interest | 374,458 | 281,817 |
Subordinated units-affiliates | ||
Equity: | ||
Limited Partners' Interest | $ (105,467) | $ (91,295) |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheet Parenthetical - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
AR Allowance | $ 1,090 | $ 754 |
shares issued | 0 | 0 |
shares outstanding | 0 | 0 |
Common units-public | ||
shares issued | 25,585,922 | 14,812,704 |
shares outstanding | 25,585,922 | 14,812,704 |
Common units-affiliates | ||
shares issued | 5,909,308 | 625,000 |
shares outstanding | 5,909,308 | 625,000 |
Subordinated units-affiliates | ||
shares issued | 7,525,000 | 7,525,000 |
shares outstanding | 7,525,000 | 7,525,000 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Operating revenues (a) | $ 2,214,835 | $ 2,655,613 | $ 1,936,059 |
Cost of sales (b) | 2,057,317 | 2,539,967 | 1,863,831 |
Gross profit | 157,518 | 115,646 | 72,228 |
Income from CST Fuel Supply Equity | 10,528 | 0 | 0 |
Operating expenses: | |||
Operating expenses | 56,257 | 35,055 | 4,577 |
General and administrative expenses | 40,264 | 40,319 | 16,558 |
Depreciation, amortization and accretion expense | 48,227 | 33,285 | 20,963 |
Total operating expenses | 144,748 | 108,659 | 42,098 |
Gain on sales of assets, net | 2,719 | 1,653 | 47 |
Operating income | 26,017 | 8,640 | 30,177 |
Other income, net | 396 | 466 | 359 |
Interest expense | (18,493) | (16,631) | (14,182) |
Income before income taxes | 7,920 | (7,525) | 16,354 |
Income tax benefit | (3,542) | (1,354) | (1,716) |
Consolidated net income (loss) | 11,462 | (6,171) | 18,070 |
Net income (loss) attributable to noncontrolling interests | (21) | 9 | 0 |
Net income (loss) attributable to CrossAmerica limited partners | 11,441 | (6,162) | 18,070 |
Distributions to incentive distribution right holders | (1,390) | (245) | 0 |
Net income (loss) available to CrossAmerica limited partners | $ 10,051 | $ (6,407) | $ 18,070 |
Net income per CrossAmerica limited partner unit: | |||
Basic earnings per common unit | $ 0.35 | $ (0.32) | $ 1.18 |
Diluted earnings per common unit | 0.35 | (0.32) | 1.18 |
Basic and diluted earnings per subordinated unit | $ 0.35 | $ (0.32) | $ 1.18 |
Weighted-average CrossAmerica limited partner units | |||
Basic common units | 21,462,665 | 12,402,938 | 7,731,471 |
Diluted common units (c) | 21,561,403 | 12,402,938 | 7,780,357 |
Basic and diluted subordinated units | 7,525,000 | 7,525,000 | 7,525,000 |
Total diluted common and subordinated units(c) | 29,086,403 | 19,927,938 | 15,305,357 |
Distribution per common and subordinated units(c) | $ 2.2300 | $ 2.0800 | $ 1.7273 |
Supplemental information: | |||
(a) Includes excise taxes | $ 99,339 | $ 64,942 | $ 7,766 |
(a) Includes revenues from fuel sales to related parties | 458,731 | 764,509 | 1,015,121 |
(a) Includes income from rentals | 53,995 | 43,258 | 41,577 |
(b) Includes expenses from fuel sales to related parties | 445,237 | 735,202 | 989,326 |
(b) Includes expenses from rentals | $ 17,024 | $ 15,078 | $ 15,509 |
Consolidated and Combined Stat5
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From operating activities | |||
Consolidated net income (loss) | $ 11,462 | $ (6,171) | $ 18,070 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | |||
Depreciation, amortization and accretion expense | 48,227 | 33,285 | 20,963 |
Amortization of deferred financing fees | 1,475 | 2,780 | 2,666 |
Amortization of below (above) market leases, net | 394 | 236 | 96 |
Provision for losses on doubtful accounts | 521 | 618 | 161 |
Increase (Decrease) in Deferred Income Taxes | (6,116) | (1,760) | (2,948) |
Equity-based employee and director compensation expense | 5,119 | 11,958 | 3,162 |
Management fees settled in CrossAmerica common units | 8,917 | 0 | 0 |
Gain on sales of assets, net | 2,719 | 1,653 | 47 |
Gain on settlement of capital lease obligations | (25) | (393) | (214) |
Changes in working capital, net of acquisitions | (2,768) | (10,369) | (12,287) |
Net cash provided by operating activities | 64,487 | 28,531 | 29,622 |
Cash Flows From investing activities | |||
Proceeds from sale of property and equipment | 6,409 | 3,504 | 2,210 |
Proceeds from sale of lubricants business | 0 | 10,001 | 0 |
Proceeds from sale of wholesale fuel supply contracts and assignment of leases to DMI | 0 | 5,700 | 0 |
Capital expenditures | (1,318) | (13,972) | (6,959) |
Principal payments received on notes receivable | 1,958 | 2,179 | 64 |
Cash paid in connection with acquisitions, net of cash acquired | (176,642) | (163,562) | (42,334) |
Cash paid to CST in connection with acquisitions | (141,925) | 0 | 0 |
Net cash used in investing activities | (311,518) | (156,150) | (47,019) |
Cash Flows From financing activities | |||
Proceeds under the revolving credit facility | 332,800 | 210,938 | 47,905 |
Repayments on the revolving credit facility | (182,200) | (156,868) | (85,327) |
Borrowing under the swingline,net | 7,411 | 0 | 0 |
Proceeds from issuance of common units, net | 144,939 | 135,032 | 91,370 |
Repurchases of common units | (3,603) | 0 | 0 |
Payments of long-term debt and capital lease obligations | (2,665) | (2,582) | (7,290) |
Debt issuance cost | 0 | (3,918) | (408) |
Payments to affiliate for Commission Sites | 0 | 0 | (3,508) |
(Advances to)/repayments from related party | 2,465 | (2,465) | 0 |
Distributions paid on DERs | (13) | 0 | 0 |
Distributions paid on common and subordinated units | (1,390) | (245) | 0 |
Distributions paid to noncontrolling interests | (125) | (22) | 0 |
Distributions paid on common and subordinated units | 64,566 | 41,196 | 25,998 |
Net cash provided by financing activities | 233,053 | 138,674 | 16,744 |
Net decrease in cash and cash equivalents | (13,978) | 11,055 | (653) |
Cash and Cash Equivalents | |||
Cash at beginning of period | 15,170 | 4,115 | 4,768 |
Cash at end of period | $ 1,192 | $ 15,170 | $ 4,115 |
Consolidated Statements of Part
Consolidated Statements of Partners’ Capital and Comprehensive Income Statement - USD ($) $ in Thousands | Total | Incentive Distributions Rights [Member] | Noncontrolling Interest [Member] | Limited Partners Capital Account Subordinated Units Affiliates [Member] | Common units-public | Partner Capital Common Units And Subordinated Units [Member] |
Partners' Capital Account, Units | 7,525,000 | |||||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | $ 14,545 | $ 82,694 | $ (68,149) | |||
Limited Partners' Capital Account, Units Outstanding | 7,525,000 | |||||
Partners' Capital Account, Units, Unit-based Compensation | 1,044 | |||||
Partners' Capital Account, Unit-based Compensation | 21 | $ 21 | ||||
Partners Capital Account Equity Based Compensation Unit | 6,304 | |||||
Partners Capital Account Equity based Compensation | 171 | $ 171 | ||||
Lease Termination Payment Made To Related Party | (3,508) | $ (1,754) | (1,754) | |||
Partners' Capital Account, Units, Sale of Units | 3,565,000 | |||||
Partners' Capital Account, Sale of Units | 91,370 | $ 91,370 | ||||
Consolidated net income (loss) | 18,070 | 9,157 | 8,913 | |||
Partners' Capital Account, Distributions | (25,998) | $ 13,000 | (12,998) | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | |||||
Partners' Capital Account, Units | 11,097,348 | |||||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 94,671 | $ 168,659 | (73,988) | |||
Limited Partners' Capital Account, Units Outstanding | 7,525,000 | |||||
Partners' Capital Account, Units, Unit-based Compensation | 6,217 | |||||
Partners' Capital Account, Unit-based Compensation | 182 | $ 182 | ||||
Lease Termination Payment Made To Related Party | 0 | |||||
Partners' Capital Account, Units, Sale of Units | 4,140,000 | |||||
Partners' Capital Account, Sale of Units | 135,032 | $ 135,032 | ||||
Consolidated net income (loss) | (6,171) | $ 245 | $ (9) | (3,988) | (2,419) | |
Partners' Capital Account, Distributions | (41,463) | (245) | (22) | $ 25,544 | (15,652) | |
Vesting Of Phantom Units Unit Net Of Units Withheld For Income Taxes | 194,139 | |||||
Vesting Of Phantom Units Net Of Units Withheld For Income Taxes | 5,918 | $ 5,918 | ||||
Sale Of Wholesale Fuel Supply Contracts And Assignment Of Leases | 2,322 | $ 1,558 | 764 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 0 | |||||
Partners' Capital Account, Units | 15,437,704 | |||||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 190,491 | (31) | $ 281,817 | (91,295) | ||
Limited Partners' Capital Account, Units Outstanding | 7,525,000 | |||||
Lease Termination Payment Made To Related Party | 0 | |||||
Partners' Capital Account, Units, Sale of Units | 4,807,000 | |||||
Partners' Capital Account, Sale of Units | 144,939 | $ 144,939 | ||||
Consolidated net income (loss) | 11,462 | 1,390 | 21 | 7,442 | 2,609 | |
Partners' Capital Account, Distributions | (66,094) | $ (1,390) | (125) | $ 47,798 | (16,781) | |
Vesting Of Phantom Units Unit Net Of Units Withheld For Income Taxes | 6,141 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 90,671 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 3,102 | $ 3,102 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 159 | $ 159 | ||||
Share-based Goods and Nonemployee Services Transaction, Value | 259,312 | |||||
Payment for Management Fee | 7,200 | $ 7,200 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 5,139,252 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 163,292 | $ 163,292 | ||||
Payments of Distributions to Affiliates | (182,092) | $ (182,092) | ||||
Total number of units purchased | (154,158) | |||||
Total Cost of Units Purchased | (3,603) | $ (3,603) | ||||
Partners' Capital Account, Units | 25,585,922 | |||||
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | $ 268,856 | $ (135) | $ 374,458 | $ (105,467) | ||
Limited Partners' Capital Account, Units Outstanding | 7,525,000 |
Description of Business, Concen
Description of Business, Concentration Risk and Other Disclosures | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business, Concentration Risk and Other Disclosures | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND CONCENTRATION RISK Description of Business On October 1, 2014, CST Brands, Inc. (“CST”) completed the purchase of 100% of the membership interests in Lehigh Gas GP LLC and 100% of the incentive distribution rights (“IDRs”) of Lehigh Gas Partners LP. After the purchase of the membership interests in Lehigh Gas GP LLC, the name of Lehigh Gas Partners LP was changed to CrossAmerica Partners LP (“we,” “us,” “our,” “CrossAmerica,” “Partnership” or “Company”). The General Partner manages our operations and business activities. The General Partner is managed and operated by the executive officers of the General Partner, under the oversight of the Board. As a result of the acquisition of the membership interests in the General Partner, CST controls the General Partner and has the right to appoint all members of the Board. Our business consists of: • the wholesale distribution of motor fuels; • the retail distribution of motor fuels to end customers at sites operated by commission agents or us; • 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; and • the operation of convenience stores. The financial statements are composed of CrossAmerica and its wholly owned subsidiaries. CrossAmerica’s primary operations are conducted by the following consolidated wholly owned subsidiaries: • Lehigh Gas Wholesale LLC (“LGW”), which distributes motor fuels on a wholesale basis and generates qualified income under Section 7704(d) of the Internal Revenue Code; • LGP Realty Holdings LP (“LGPR”), which functions as the real estate holding company of CrossAmerica and holds the assets that generate rental income that is qualifying under Section 7704(d) of the Internal Revenue Code; and • Lehigh Gas Wholesale Services, Inc. (“LGWS”), which owns and leases (or leases and sub-leases) real estate and personal property used in the retail distribution of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS distributes motor fuels on a retail basis and sells convenience merchandise items to end customers at company-operated retail sites and sells motor fuel on a retail basis at sites operated by commission agents. Income from the retail distribution of motor fuels, convenience items and rental income from leases of real property to a related party is not qualifying income under Section 7704(d) of the Internal Revenue Code. As part of our business strategy with CST, we intend, pending approval by the General Partner’s independent conflicts committee and mutual agreement upon terms and other conditions, to purchase interests at fair market value in CST’s wholesale motor fuel supply business (“CST Fuel Supply”) over time. In January 2015 and again in July 2015, we closed on the purchase of a 5% and 12.5% , respectively, limited partner equity interests in CST Fuel Supply. As of December 31, 2015 our total equity interest in CST Fuel Supply is 17.5% . Additionally, we have issued common units as consideration in the purchase of equity interests in CST Fuel Supply and CST’s NTI convenience stores and may, from time to time, issue common units as payment for charges incurred under the Amended Omnibus Agreement. Pursuant to a unit purchase program announced on September 21, 2015, CST has also acquired our common units through open market purchases. Through December 31, 2015 , after giving effect to these transactions, CST owns 18.7% of our limited partner interests. Concentration Risk DMS is an operator of retail sites that purchases a significant portion of its motor fuel requirements from us on a wholesale basis and then re-sells motor fuel on a retail basis. DMS also leases real estate from us. The financial results of DMS are not consolidated with ours. For the year ended December 31, 2015 , CrossAmerica distributed approximately 17% of its total wholesale distribution volumes to DMS and DMS accounted for approximately 36% of our rental income. For more information regarding transactions with DMS, see Note 15 . For the year ended December 31, 2015 , CrossAmerica’s wholesale business purchased approximately 30% , 26% and 26% of its motor fuel from ExxonMobil, BP and Motiva, respectively. No other fuel suppliers accounted for 10% or more of CrossAmerica’s fuel purchases in 2015 . As of December 31, 2015 , CrossAmerica’s total equity interest in CST Fuel Supply is 17.5% . Valero Energy Corporation (“Valero”) supplied substantially all of the motor fuel purchased by CST Fuel Supply during 2015. During the year ended December 31, 2015 , CST Fuel Supply purchased 1.9 billion gallons of motor fuel from Valero. For the year ended December 31, 2015 , CrossAmerica distributed 7% of its total wholesale distribution volume to CST and received 17% of its rent income from CST. |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Combination These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CrossAmerica’s and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications The statement of operations was revised from the presentation included in our Form 10-K to conform to that presented in CST’s Annual Report on Form 10-K for the year ended December 31, 2015 filed by CST. As a result, certain reclassifications were made to prior period amounts to conform to the current year presentation. These reclassifications had no impact on net income or equity for any periods. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. Cash and Cash Equivalents The Partnership considers all short-term investments with maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. The Partnership is potentially subject to financial instrument concentration of credit risk through its cash and cash equivalents. The Partnership maintains cash and cash equivalents with several major financial institutions. The Partnership has not experienced any losses on their cash equivalents. Receivables Accounts receivable primarily result from the sales of motor fuels and rental fees for sites to customers. The majority of the Partnership’s accounts receivable relate to its motor fuel sales that can generally be described as high volume and low margin activities. 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. Receivables are recorded at face value, without interest or discount. The provision for bad debts is generally based upon a specific analysis of aged accounts while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Bad debt provisions are included in selling, general and administrative expenses. The Partnership reviews all accounts receivable balances on at least a quarterly basis and provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Inventories Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or market using the first-in, first-out method. No provision for potentially obsolete or slow-moving inventory has been made. The Partnership records inventory from the time of the purchase of motor fuels from third party suppliers until the retail sale to the end customer. Food and merchandise inventory is valued at the lower of average cost or market using the first-in, first-out method. Property and Equipment Property and equipment is recorded at cost. Property and equipment acquired through a business combination is recorded at fair value. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, including: 10 to 20 years for buildings and improvements and 5 to 30 years for equipment. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which generally range from 7 to 10 years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period the sale meets the criteria for recognition. Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. Business Combinations We account for business combinations in accordance with the guidance under Accounting Standards Codification (“ASC”) 805–Business Combinations. Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization. For more information on our acquisitions and application of the acquisition method, see Note 3 . Debt Issuance Costs Debt issuance costs that are incurred in connection with the issuance of debt are deferred and amortized to interest expense using the straight line method (which approximates the effective interest method) over the contractual term of the underlying indebtedness. Debt issuance costs are classified as a reduction of the associated liability. See “New Accounting Pronouncements” below for additional information. Goodwill Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and tested for impairment more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment testing date of goodwill was changed from December 31 to October 1 of our fiscal year to align our testing date with the date used by CST. In its annual impairment analysis, an entity can use qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step test is unnecessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded. The impairment analysis performed in the fourth quarter of 2015 indicated that goodwill was not impaired. Intangible Assets Intangible assets are recorded at fair value at the date of acquisition. Intangible assets associated with wholesale fuel supply contracts, wholesale fuel distribution rights and trademarks are amortized over 10 years. Covenants not to compete are amortized over the shorter of the contract term or 5 years. Intangible assets associated with above and below market leases are amortized over the lease term, which approximates 5 years. Intangible assets with definite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies, without establishing a range of loss for these liabilities. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove underground storage tanks (“USTs”) used to store motor fuel at owned and leased retail sites at the time we incur that liability, which is generally when the UST is installed or upon entering the lease. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. Segment Reporting CrossAmerica presents its segment reporting in accordance with ASC 280, “Segment Reporting” and engages in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. The Partnership presents its results to its chief operating decision maker segregated between wholesale and retail activities. As a result, the Partnership is deemed to conduct its business in two segments: 1) the wholesale segment and 2) the retail segment. The class of customer and gross margins are sufficiently different between these two businesses to warrant two reportable segments. See Note 21 for additional information. Revenue Recognition Revenues are recorded upon delivery of the products to our customers, by which the price is fixed, title to the products is transferred and payment has either been received or collection is reasonably assured. We present motor fuel excise taxes on sales on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the statements of income. Revenues from leasing arrangements for which CrossAmerica is the lessor are recognized ratably over the term of the underlying lease. Lease Accounting The Partnership accounts for leases in accordance with ASC 840, “Leases.” The Partnership leases certain sites from third parties under long-term arrangements with various expiration dates. U.S. GAAP requires leases be evaluated and classified as either operating or capital for financial reporting purposes. The lease term used for lease evaluation includes option periods only in instances in which the exercise of the option period can be reasonably assured and failure to exercise such options would result in an economic penalty. Minimum lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably assured at the inception of the lease. In addition to minimum lease payments, certain leases require additional contingent payments based on sales volume or future inflation. The Partnership is the lessee in certain sale-leaseback transactions for certain sites, and as the Partnership has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as financing transactions. Income Taxes The Partnership’s wholly owned taxable subsidiaries recognize deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis. Income tax attributable to the Partnership’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiaries, are assessed at the individual level of the unitholder. Accordingly, the Partnership does not record a provision for income taxes other than for those earnings and losses generated or incurred by its wholly owned taxable subsidiaries. Tax positions not meeting the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. Where required, the Partnership recognizes interest and penalties for uncertain tax positions in income taxes. Valuation allowances are initially recorded and reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers a number of factors in assessing the realization of a deferred tax asset, including the reversal of temporary differences, future taxable income and ongoing prudent and feasible tax planning strategies. The amount of deferred tax assets ultimately realized may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the financial statements in the future. Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other rebates, discounts and incentives offered by our suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as any amounts attributed to cost of sales would not be significant. Motor Fuel Taxes LGW collects motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. LGW’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS has no direct responsibility to collect or remit such taxes to the taxing authorities. Earnings Per-Unit In addition to the common and subordinated units, the Partnership has identified the IDRs as participating securities and computes income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Partnership Agreement. Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing the limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. Financial Instruments Our financial instruments include cash, accounts receivable, payables, our credit facilities, capital lease obligations, and trade payables. The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 12 . New Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17— Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective January 1, 2016; management of CrossAmerica has chosen to early adopt. The guidance was applied retrospectively to all periods presented and resulted in a net reduction of noncurrent deferred tax liabilities of $0.5 million and $0.7 million as of December 31, 2015 and 2014, respectively. In September 2015, the FASB issued ASU 2015-16- Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminate the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. The guidance is to be applied on a prospective basis to adjustments to provisional amounts that occur after the effective date. This guidance is effective January 1, 2016, with early adoption permitted for financial statements that have not yet been made available for issuance. The Partnership has elected early adoption of the updated accounting standard, noting that although management has made adjustments to provisional amounts recognized in prior business combinations, those adjustments have not been material and would not have resulted in retrospective application. As such, early adoption of this guidance does not have a significant impact on the financial statements. In April 2015, the FASB issued ASU 2015-06- Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions , which requires that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. This guidance is effective January 1, 2016. Early adoption is permitted. The guidance is to be applied on a retrospective basis for all financial statements presented. Although this guidance could apply in the future, it was not applicable to the dropdown transactions completed in 2015 because these assets did not represent a business. Further, the revenue-producing activities of the assets included in the dropdown transactions fundamentally changed from the manner in which they were used by CST. There was not sufficient continuity of revenues and expenses before and after the dropdown transactions and so historical information before the dropdowns is not meaningful information. In April 2015, the FASB issued ASU 2015-03- Interest-Imputation of Interest (Subtopic 835-30) , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective January 1, 2016. Management of CrossAmerica has chosen to early adopt. The guidance was applied on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance which resulted in a reclassification from noncurrent assets to debt and capital lease obligations of $5.4 million and $6.9 million for the periods ending December 31, 2015 and 2014, respectively. 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 2015-1, which deferred the effective date by one year, this guidance is effective January 1, 2018. Early adoption is permitted, but no earlier than January 1, 2017. 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. Management is currently evaluating this new guidance, including how it will apply the guidance at the date of adoption. Certain other new financial accounting pronouncements have become effective for our financial statements and the adoption of these pronouncements will not affect our financial position or results of operations, nor will they require any additional disclosures. |
Acquisitions Acquisitions (Note
Acquisitions Acquisitions (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | ACQUISITIONS Purchase (“Drop Down”) of CST Wholesale Fuel Supply Equity Interests In January 2015, we closed on the purchase of a 5% limited partner equity interest in CST Fuel Supply in exchange for approximately 1.5 million common units with an aggregate consideration of $60.0 million on the date of closing. In July 2015, we closed on the purchase of an additional 12.5% limited partner equity interest in CST Fuel Supply in exchange for approximately 3.3 million common units and cash in the amount of $17.5 million , with an aggregate consideration of approximately $110.9 million on the date of closing. These transactions were approved by the independent conflicts committee of the Board and the executive committee of, and full board of directors of, CST. Because these transactions were between entities under common control, the excess of the purchase price paid by CrossAmerica over the carrying value recorded on CST’s balance sheet in the amount of $170.0 million is recorded as a distribution to CST in CrossAmerica’s consolidated equity. See Note 15 for additional information. CST Fuel Supply distributes motor fuel primarily to CST’s convenience stores at its cost plus a fixed margin of $0.05 per gallon and has no material net assets. CST Fuel Supply distributed approximately 1.9 billion gallons of motor fuel during the year ended December 31, 2015 , respectively. Purchase and Lease Back of New to Industry Convenience Stores (“NTI”) with CST In July 2015, we completed the purchase of real property at 29 NTIs from CST in exchange for approximately 0.3 million common units and cash in the amount of $124.4 million , for an aggregate consideration of $134.0 million on the date of closing. We leased the real property associated with the NTIs back to CST and CST will continue to operate the sites pursuant to a triple net lease at a lease rate of 7.5% , per annum, of the fair value of the property at lease inception. This transaction was approved by the independent conflicts committee of the Board and the executive committee of, and full board of directors of, CST. We accounted for the transactions as entities under common control. Aggregate incremental revenues since the closing of the NTI acquisition included in CrossAmerica’s statement of operations were $5.1 million for the year ended December 31, 2015 . Acquisition of Nice N Easy In November 2014, CST and CrossAmerica jointly purchased the assets of Nice N Easy Grocery Shoppes (“Nice N Easy”). CrossAmerica purchased the real property of 23 fee sites as well as certain wholesale fuel distribution assets. CST purchased the retail operations of 32 company-operated convenience stores and certain other assets, including certain personal property, inventory and working capital. All of the Nice N Easy sites are located in the state of New York. CrossAmerica entered into a lease agreement on the acquired real estate with CST at a “triple net” lease rate of 7.5% of the fair value of the property at inception of the lease and CrossAmerica provides wholesale fuel supply to certain of these sites under long term agreements with a fuel gross profit margin of approximately $0.06 per gallon. The aggregate purchase price paid by CrossAmerica was $53.8 million . The following table summarizes the fair values of the assets acquired at the acquisition date (in thousands): Other current assets $ 220 Property and equipment 33,000 Deferred tax assets 4,015 Goodwill 16,585 Total consideration $ 53,820 The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years. Acquisition of Landmark Industries Stores (“Landmark”) In January 2015, CST and CrossAmerica jointly purchased 22 convenience stores from Landmark. CrossAmerica purchased the real property of the 22 fee sites for $41.2 million . During the fourth quarter of 2015, we finalized the valuation of Landmark, the results of which are reproduced in the table below. LGWS leases the acquired real property to CST under triple net leases at a lease rate per annum of 7.5% of the fair value of the leased property on the acquisition date and LGW distributes wholesale motor fuel to CST for these sites under long term agreements with a fuel gross profit margin of approximately $0.05 per gallon. The following table summarizes the fair values of the assets acquired at the acquisition date (in thousands): Property and equipment $ 24,977 Deferred tax assets 3,147 Goodwill 13,085 Total consideration $ 41,209 The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated useful lives of 20 years. Aggregate incremental revenues since the closing of the Landmark acquisition in CrossAmerica’s statement of operations were $64.1 million for the year ended December 31, 2015 . Acquisition of Erickson Oil Products, Inc. (“Erickson”) In February 2015, CrossAmerica closed on the purchase of all of the outstanding capital stock of Erickson and separate purchases of certain related assets with an aggregate purchase price of $81.9 million , net of $3.0 million of cash acquired, subject to certain post-closing adjustments. These transactions resulted in the acquisition of a total of 64 retail sites located in Minnesota, Michigan, Wisconsin and South Dakota. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Current assets (excluding inventories) $ 4,202 Inventories 8,484 Property and equipment 75,028 Intangible assets 14,010 Goodwill 27,352 Current liabilities (16,233 ) Deferred tax liabilities (28,438 ) Asset retirement obligations (2,204 ) Other liabilities (273 ) Total consideration, net of cash acquired $ 81,928 The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort. The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 15 years for the buildings and 5 to 30 years for equipment. The $11.7 million fair value of the wholesale fuel distribution rights included in intangibles was based on an income approach and management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years . Goodwill recorded is primarily attributable to the deferred tax liabilities arising from the application of purchase accounting. Management is reviewing the valuation and confirming the result to determine the final purchase price allocation. Of the goodwill recorded, $8.2 million was assigned to the Wholesale segment and $19.1 million was assigned to the Retail segment. As a result of converting a portion of these retail sites from company-operated stores to dealer-operated stores and the resulting reduction in future cash flows in the Retail segment and the expected increase in future cash flows that will be received by the Wholesale segment subsequent to the date of conversion, $1.2 million of the goodwill originally assigned to the Retail segment was reassigned to the Wholesale segment. See Note 9 for additional information. The $2.7 million reduction in deferred tax liabilities recorded in the third quarter of 2015 was driven by further analysis of the differences between the book and tax bases of the net assets acquired. Aggregate incremental revenues since the closing of the Erickson acquisition included in CrossAmerica’s statement of operations were $229.2 million for the year ended December 31, 2015 . Acquisition of One Stop In July 2015, CrossAmerica completed the purchase of the 41 company-operated One Stop convenience store network based in Charleston, West Virginia, along with four commission agent sites, nine dealer fuel supply agreements and one freestanding franchised quick service restaurant for approximately $44.6 million in cash. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Current assets (excluding inventories) $ 1,138 Inventories 5,043 Property and equipment 40,651 Intangible assets 6,032 Goodwill — Other assets 132 Current liabilities (3,617 ) Asset retirement obligations (1,421 ) Other liabilities (3,318 ) Total consideration, net of cash acquired $ 44,640 The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort. The fair value of property and equipment, which consisted of land, buildings and equipment, was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and 7 to 30 years for equipment. The $4.4 million fair value of the wholesale fuel distribution rights included in intangibles was based on an income approach and management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years . The $1.0 million fair value of the wholesale fuel supply agreements was based on an income approach, and management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel supply agreements are being amortized on an accelerated basis over an estimated useful life of approximately 10 years . Management continues to review the valuation and confirming the result to determine the final purchase price allocation. Aggregate incremental revenues since the closing of the One Stop acquisition included in CrossAmerica’s statement of operations were $63.4 million for the year ended December 31, 2015 . Subsequent Event—Acquisition of franchise Holiday Stationstores On January 6, 2016, CrossAmerica announced it had entered into a definitive agreement to acquire 31 franchise Holiday Stationstores located in Wisconsin and Minnesota that are being sold by SSG Corporation for approximately $48.5 million . Of the 31 company-operated stores, 28 are located in Wisconsin and 3 are located in Minnesota. The acquisition is subject to customary conditions to closing and is expected to close in the first half of 2016. Pro Forma Results (Unaudited) Our pro forma results, giving effect to the Erickson and One Stop acquisitions and assuming an acquisition date of January 1, 2014 , would have been (in thousands, except per unit amounts): Year Ended December 31, 2015 2014 (unaudited) Total revenues $ 2,337,588 $ 3,113,231 Net income (loss) $ 10,513 $ (13,181 ) Net income (loss) per limited partnership unit $ 0.31 $ (0.67 ) |
Assets Held for Sale (Notes)
Assets Held for Sale (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale Disclosure | ASSETS HELD FOR SALE CrossAmerica has classified seven and five sites as held for sale at December 31, 2015 and 2014 , respectively. 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 (at cost) were as follows (in thousands): December 31, 2015 2014 Land $ 1,695 $ 1,984 Buildings and improvements 1,558 782 Equipment and other 1,225 464 Total 4,478 3,230 Less accumulated depreciation (1,190 ) (646 ) Assets held for sale $ 3,288 $ 2,584 During the third quarter of 2015, we sold one site for $1.8 million , resulting in a gain of $1.3 million . In addition, we have divested certain assets acquired in the PMI acquisition through several transactions occurring throughout 2015. For the year ended December 31, 2015 , total proceeds from these sales amounted to $3.1 million , resulting in net gains of $1.5 million . |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS General CrossAmerica measures and reports 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 2015 or 2014 . As further discussed in Note 18 , CrossAmerica has accrued for unvested phantom units and vested and unvested profits interests as a liability and adjusts that liability on a recurring basis based on the market price of CrossAmerica’s common units each balance sheet date. Such fair value measurements are deemed Level 1 measurements. The fair value of CrossAmerica’s accounts receivable, notes receivable, and accounts payable approximated their carrying values as of December 31, 2015 and 2014 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values of $358.4 million as of December 31, 2015 and $200.4 million as of December 31, 2014 , due to the frequency with which interest rates are reset. Nonfinancial assets, such as property and equipment, and nonfinancial liabilities are recognized at their carrying amounts in our balance sheets. U.S. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values on a recurring basis. However, U.S. GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property and equipment, intangible assets or goodwill. In addition, if such an event occurs, U.S. GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. |
Receivables (Notes)
Receivables (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Receivables [Text Block] | RECEIVABLES Receivables consisted of the following (in thousands): December 31, 2015 2014 Trade receivables $ 22,348 $ 39,086 Allowance for doubtful accounts (1,090 ) (754 ) Receivables, net $ 21,258 $ 38,332 Changes in the allowance for doubtful accounts consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Balance as of beginning of year $ 754 $ 136 $ — Increase in allowance charged to expense 522 618 161 Accounts charged against the allowance, net of recoveries (186 ) — (25 ) Balance as of end of year $ 1,090 $ 754 $ 136 |
Inventories (Notes)
Inventories (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories Disclosure | INVENTORIES Inventories consisted of the following (in thousands): December 31, 2015 2014 Convenience store merchandise $ 11,354 $ 6,829 Motor fuel 4,385 5,240 Inventories $ 15,739 $ 12,069 |
Property and Equipment (Notes)
Property and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment Disclosure | PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Land $ 251,632 $ 153,181 Buildings and site improvements 255,273 176,839 Leasehold improvements 8,867 8,660 Equipment and other 203,521 111,285 Construction in progress 3,666 4,873 Property and equipment, at cost 722,959 454,838 Accumulated depreciation and amortization (94,395 ) (63,339 ) Property and equipment, net $ 628,564 $ 391,499 Other in the table above consists primarily of the assets related to our asset retirement obligations and computer hardware and software. Approximately $509.8 million of property and equipment, net was used for leasing purposes at December 31, 2015 . CrossAmerica is the lessee in certain sale-leaseback transactions for certain sites, and because CrossAmerica has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as lease financing obligations. The table above includes these sites, as well as certain leases accounted for as capital leases. The total cost and accumulated amortization of property and equipment recorded by CrossAmerica under sale leaseback transactions and capital leases was $58.4 million and $17.0 million , respectively, at December 31, 2015 and $54.0 million and $12.5 million , respectively, at December 31, 2014 . See Note 13 for future minimum rental payments on capital lease obligations. Depreciation expense, including amortization of assets recorded under sale-leasebacks and capital lease obligations, was approximately $33.7 million , $22.0 million and $16.5 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. In addition to the business combinations discussed in Note 3 and the divestitures discussed in Note 4, the following asset purchases and divestitures occurred: • The Partnership sold 4 sites during 2014, resulting in a gain of $1.7 million . • In May 2013, the Partnership repurchased four sites in Ohio for $7.1 million . These sites were previously leased through sale-leaseback transactions that were accounted for as lease financing obligations with a remaining balance of $5.1 million . The $2.0 million difference between the purchase price and the remaining balance of the lease financing obligation was recorded as an increase to property and equipment. • In June 2013, the Partnership purchased two sites in Florida for $1.6 million , of which $0.6 million was paid in cash and the remaining balance was financed as a note payable. See Note 12 for additional details. |
Goodwill (Notes)
Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Goodwill Disclosure [Text Block] | GOODWILL Changes in goodwill during the year ended December 31, 2015 consisted of the following (in thousands): Wholesale Segment Retail Segment Consolidated Beginning balance $ 34,570 $ 5,758 $ 40,328 Acquisitions 21,347 19,146 40,493 Reassignment 5,631 (5,631 ) — Ending balance $ 61,548 $ 19,273 $ 80,821 As a result of converting retail sites acquired through the PMI and Erickson acquisitions from company-operated sites to dealer-operated sites and the resulting reduction in future cash flows in the Retail segment and the expected increase in future cash flows that will be received by the Wholesale segment subsequent to the date of conversion, $5.6 million of the goodwill originally assigned to the Retail segment was reassigned to the Wholesale segment. |
Intangible Assets Intangible As
Intangible Assets Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | INTANGIBLE ASSETS Intangible assets consisted of the following (in thousands): December 31, 2015 December 31, 2014 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 105,181 $ (32,498 ) $ 72,683 $ 88,129 $ (20,775 ) $ 67,354 Trademarks 2,494 (1,264 ) 1,230 1,484 (433 ) 1,051 Covenant not to compete 3,911 (1,600 ) 2,311 2,951 (776 ) 2,175 Below market leases 11,181 (5,090 ) 6,091 10,161 (2,961 ) 7,200 Total intangible assets $ 122,767 $ (40,452 ) $ 82,315 $ 102,725 $ (24,945 ) $ 77,780 Intangible assets associated with wholesale fuel supply contracts/rights are amortized over 10 years using either an accelerated or straightline amortization method as appropriate. Trademarks are amortized over 5 years . Covenants not to compete are amortized over the shorter of the contract term or 5 years . Intangible assets associated with above and below market leases are amortized over the lease term, which approximates 5 years . Amortization expense, including amortization of above and below market lease intangible assets, which is classified as rent expense, was $13.4 million , $11.3 million and $4.6 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Aggregate amortization expense is expected to be $12.3 million , $12.2 million , $11.0 million , $8.7 million , and $8.5 million for the years ending December 31, 2016, 2017, 2018, 2019 and 2020, respectively. |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and Other Long-Term Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | ACCRUED EXPENSES AND OTHER LONG-TERM LIABILITIES Accrued expenses consisted of the following (in thousands): December 31, 2015 2014 Equity-based incentive compensation $ 3,266 $ 4,994 Professional fees 804 1,243 Taxes other income 3,311 3,410 Management fee payable to affiliate — 188 Accrued interest 898 569 Termination benefits 1,561 2,357 Acquisition costs 400 3,783 Other 6,481 4,733 Total accrued expenses $ 16,721 $ 21,277 Other long-term liabilities consisted of the following (in thousands): December 31, 2015 2014 Environmental liabilities $ 1,850 $ 702 Security deposits 7,176 6,543 Above market leases 6,691 5,365 Asset retirement obligations 23,165 19,104 Other 3,657 3,432 Total other long-term liabilities $ 42,539 $ 35,146 Asset Retirement Obligations As discussed in Note 3 , prior to the GP Purchase, we recorded asset retirement obligations related to the removal of underground storage tanks (“USTs”) when 1) the site was being sold and removing the tank was a condition of the sale; or 2) the lessor could require us to remove the tanks at the end of the lease. On October 1, 2014, concurrently with the GP Purchase and in an effort to conform operating and accounting policies, we have recorded asset retirement obligations for the removal of USTs at owned and leased retail sites. There is no legal obligation to remove USTs while they remain in service. However, environmental laws in the U.S. require the permanent closure of USTs within one to two years after the USTs are no longer in service, depending on the jurisdiction in which the USTs are located. We have estimated that USTs at our owned retail sites will remain in service approximately 30 years and that we will have an obligation to remove those USTs at that time. For our leased retail sites, our lease agreements generally require that we remove certain improvements, primarily USTs and signage, upon termination of the lease, and so an asset retirement obligation is incurred upon entering the lease. There are no assets that are legally restricted for purposes of settling our asset retirement obligations. A rollforward of the Partnership’s asset retirement obligation is below (in thousands): December 31, 2015 2014 Beginning balance $ 19,109 $ 2,151 Recognition of asset retirement obligations 4,098 — Changes in estimated cash flows or settlement dates (591 ) 17,149 Accretion 1,189 359 Obligations settled (321 ) (550 ) Total balance 23,484 19,109 Current portion, classified within accrued expenses and other current liabilities 319 5 Long-term portion, classified within noncurrent other liabilities $ 23,165 $ 19,104 |
Debt (Notes)
Debt (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT Our balances for long-term debt and capital leases are as follows (in thousands): December 31, 2015 2014 Revolving credit facility $ 358,412 $ 200,400 Financing obligation associated with Rocky Top acquisition 26,250 26,250 Note payable 876 929 Total outstanding debt 385,538 227,579 Deferred financing fees (4,464 ) (6,881 ) Lease financing obligations 57,900 62,788 Total 438,974 283,486 Less current portion 8,342 29,083 Noncurrent portion $ 430,632 $ 254,403 The following represents principal payments due for the next five years excluding lease financing obligations (in thousands). 2016 $ 5,555 2017 5,457 2018 6,164 2019 363,812 2020 4,550 Total $ 385,538 Financial Covenants and Interest Rate The Company’s revolving credit facility contains financial covenants consisting of a total leverage ratio (as defined in the credit facility) for the most recently completed four fiscal quarters of less than or equal to 5.00 to 1.00 and a consolidated interest coverage ratio (as defined in the credit facility) of greater than or equal to 2.75 to 1.00. As of December 31, 2015 , CrossAmerica was in compliance with these covenants. Outstanding borrowings under the revolving credit facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin of 2.75% . Our borrowings had an interest rate of 3.06% as of December 31, 2015 . Credit Facility The credit facility is a senior secured revolving credit facility maturing on March 4, 2019, with a total borrowing capacity of $550.0 million , under which swing-line loans may be drawn up to $10.0 million and standby letters of credit may be issued up to an aggregate of $45.0 million . The credit facility may be increased, from time to time, upon the Partnership’s written request, subject to certain conditions, up to an additional $100.0 million . Letters of credit outstanding at December 31, 2015 and 2014 totaled $16.0 million and $16.4 million , respectively. The amount of availability at December 31, 2015 under the revolving credit facility, after taking into account outstanding letters of credit and debt covenant constraints, was $100.0 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. All obligations under the credit facility are secured by substantially all of the assets of the Partnership and its subsidiaries. The weighted-average interest rate on outstanding borrowings under the credit facility at December 31, 2015 , was 3.06% . The Partnership is required to comply with certain financial covenants under the credit facility. Effective July 2, 2014, the Partnership is required to maintain a total leverage ratio (as defined) for the most recently completed four fiscal quarters of less than or equal to 4.50 : 1.00 for periods after December 31, 2014, except for periods following a material acquisition. The total leverage ratio shall not exceed 5.00 : 1.00 for the first two full fiscal quarters following the closing of a material acquisition. As CrossAmerica closed on a material acquisition in the third quarter of 2015, the maximum total leverage ratio of 5.00 :1.00 applies as of December 31, 2015. The ratio shall not exceed 5.50 : 1.00 upon the issuance of Qualified Senior Notes (as defined) in the aggregate principal amount of $175.0 million or greater. The Partnership is also required to maintain a senior leverage ratio (as defined) after the issuance of Qualified Senior Notes of $175.0 million or greater of less than or equal to 3.00 : 1.00 and a consolidated interest coverage ratio (as defined) of at least 2.75 to 1.00 . The credit facility prohibits the Partnership from making distributions to its unitholders if any potential default or event of default occurs or would result from the distribution, or the Partnership is not in compliance with its financial covenants. In addition, the credit facility contains various covenants which may limit, among other things, the Partnership’s ability to grant liens; create, incur, assume, or suffer to exist other indebtedness; or make any material change to the nature of the Partnership’s business, including mergers, liquidations, and dissolutions; and make certain investments, acquisitions or dispositions. Note Payable In connection with the June 2013 acquisition of certain sites in Florida noted previously, the Partnership issued a $1.0 million note payable with interest at 4.0% . The note matures July 1, 2018, at which time a balloon payment for all outstanding principal and any unpaid interest is due. The loan is secured by all the real and personal property at these sites. Financing Issued in Rocky Top Acquisition In connection with the Rocky Top acquisition that we completed on September 24, 2013, we entered into a deferred seller financing arrangement, which obligates CrossAmerica to purchase certain sites in approximately equal parts over a 5 year period for an average $5.2 million per year beginning in 2016. |
Lease Financing Obligations and
Lease Financing Obligations and Operating Leases (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Lease Financing Obligations and Operating Leases [Abstract] | |
Financing Obligations and Operating Leases Disclosure [Text Block] | LEASE FINANCING OBLIGATIONS AND OPERATING LEASES Lease Financing Obligations The Partnership is the lessee in certain sale-leaseback transactions for certain sites, and as the Partnership has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as lease financing obligations and are included in the table below. The Partnership also leases certain fuel stations and equipment under lease agreements accounted for as capital lease obligations. The future minimum lease payments under lease financing obligations as of December 31, 2015 are as follows (in thousands): 2016 $ 6,091 2017 5,999 2018 6,051 2019 6,172 2020 6,199 Thereafter 57,538 Total future minimum lease payments 88,050 Less interest component 29,208 Present value of minimum lease payments 58,842 Current portion 2,787 Long-term portion 56,055 Deferred financing costs, net 942 Long-term portion, net of deferred financing costs $ 55,113 Operating Leases of Sites as Lessee The Partnership leases sites from third parties under certain non-cancelable operating leases that expire from time to time through 2030. The future minimum lease payments under operating leases as of December 31, 2015 were as follows (in thousands): 2016 $ 18,086 2017 16,735 2018 14,799 2019 13,202 2020 10,984 Thereafter 48,362 Total future minimum lease payments $ 122,168 The future minimum lease payments presented above do not include contingent rent based on future inflation, future revenues or volumes, or amounts that may be paid as reimbursements for certain operating costs incurred by the lessor. Most lease agreements include provisions for renewals. Contingent rent expense, based on gallons sold, was approximately $1.3 million , $1.0 million and $1.0 million for 2015, 2014 and 2013, respectively. Getty Lease In May 2012, the Predecessor Entity, which represents the portion of the business of DMI and its subsidiaries and affiliates contributed to 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 (“Getty”). Pursuant to the lease, the Predecessor Entity leased 105 gas station sites in Massachusetts, New Hampshire and Maine. The lease was assigned to the Partnership. In December 2012, the agreement was amended to add an additional 25 sites in New Jersey. In December 2013, the agreement was amended to add one site in Delaware and one site in Maryland. The Partnership pays fixed rent, which increases 1.5% per year. In addition, the lease requires contingent rent payments based on gallons of motor fuel sold. During the initial 3.5 years of the lease, the Partnership is required to make capital expenditures of at least $1.0 million at the New Jersey sites. Because the fair value of the land at lease inception was estimated to represent more than 25% of the total fair value of the real property subject to the lease, the land element of the lease was analyzed for operating or capital treatment separately from the rest of the property subject to the lease. The land element of the lease was classified as an operating lease and all of the other property was classified as a capital lease. As such, future minimum lease payments are included in both the lease financing obligations and operating lease tables above. Through December 31, 2015 , 18 sites have been terminated from the lease and the Partnership notified Getty of its intent to terminate four additional sites from the lease. Any property and equipment or lease financing obligations associated with these sites were removed from the balance sheet, which resulted in a gain of $0.4 million and $0.2 million for 2014 and 2013 , respectively, which is classified as a reduction of rent expense. Operating Leases of Sites as Lessor Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2030. The future minimum lease payments under non-cancelable operating leases with third parties, CST and DMS as of December 31, 2015 were as follows (in thousands): Third Parties CST DMS Total 2016 $ 24,364 $ 14,483 $ 18,015 $ 56,862 2017 20,418 14,483 18,260 53,161 2018 13,846 14,483 18,560 46,889 2019 10,448 14,483 18,843 43,774 2020 8,790 14,483 19,125 42,398 Thereafter 27,077 62,756 145,316 235,149 Total future minimum lease payments $ 104,943 $ 135,171 $ 238,119 $ 478,233 The future minimum lease payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or amounts that may be received as tenant reimbursements for certain operating costs. Most lease agreements include provisions for renewals. |
Environmental Matters (Notes)
Environmental Matters (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Loss Contingency Disclosure [Text Block] | ENVIRONMENTAL MATTERS The Partnership currently owns or leases 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, the Partnership 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. The Partnership maintains 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, the Partnership has 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 the Partnership will assume liability for existing environmental conditions. The table below presents a rollforward of the Partnership’s environmental liability (in thousands). December 31, 2015 2014 Beginning balance $ 1,074 $ 1,238 Provision for new environmental losses 1,228 — Liabilities assumed in acquisitions — 150 Changes in estimates for previously incurred losses 781 30 Payments (330 ) (344 ) Ending balance 2,753 1,074 Current portion 903 372 Long-term portion $ 1,850 $ 702 At December 31, 2015 , the Partnership was indemnified by third-party escrow funds, state funds or insurance totaling $2.8 million , which are recorded as indemnification assets. 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. The Partnership 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 contributed sites have not been assigned to the Partnership, and are still the responsibility of certain of the Predecessor Entities. Under the Amended Omnibus Agreement, certain of the Predecessor Entities must indemnify the Partnership for any costs or expenses that the Partnership incurs 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. Certain of the Predecessor Entities are beneficiaries of escrow accounts created to cover the cost to remediate certain environmental liabilities. In addition, certain of the Predecessor Entities maintain insurance policies to cover environmental liabilities and/or, where available, participate in state programs that may also assist in funding the costs of environmental liabilities. Certain sites that were contributed to the Partnership were identified as having existing environmental liabilities that are not covered by escrow accounts, state funds or insurance policies. For more information on the Amended Omnibus Agreement, see Note 15 . The following table presents a summary roll forward for 2015 of the Predecessor Entity’s environmental liabilities associated with sites contributed to the Partnership, on an undiscounted basis (in thousands): Beginning balance $ 7,584 Changes in estimates for previously incurred losses 539 Payments (1,096 ) Ending balance $ 7,027 A significant portion of the Predecessor Entities’ environmental reserves have corresponding indemnification assets. The breakdown of the indemnification assets as of December 31, 2015 is as follows (in thousands): Third-party escrows $ 1,400 State funds 3,038 Insurance coverage 580 Total indemnification assets $ 5,018 |
Related-Party (Notes)
Related-Party (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Disclosure | RELATED-PARTY TRANSACTIONS Transactions with CST Fuel Sales and Rental Income CrossAmerica sells motor fuel to CST under a master fuel distribution agreement and leases certain retail sites to CST under a master lease agreement each having initial 10 -year terms. The fuel distribution agreement provides CrossAmerica with a fixed wholesale mark-up per gallon and the master lease agreement is a triple net lease. Revenues from fuel sales and rental income from CST were as follows (in thousands): Year Ended December 31, 2015 2014 Revenues from fuel sales to CST $ 135,813 $ 13,186 Rental income from CST $ 9,319 $ 413 Receivables from CST were $2.3 million and $2.2 million at December 31, 2015 and 2014 , respectively, related to these transactions. Purchase of CST Fuel Supply Equity Interests In January 2015 and again in July 2015, we closed on the purchase of a 5% and 12.5% , respectively, limited partner equity interest in CST Fuel Supply from CST for aggregate consideration of 4.8 million units and cash in the amount of $17.5 million . CrossAmerica accounts for the equity interest in the net income of CST Fuel Supply as “Income from CST Fuel Supply” on its statement of operations, which amounted to $10.5 million for the year ended December 31, 2015 . Transactions with DMS DMS is an entity affiliated with Joseph V. Topper, Jr., our former Chief Executive Officer and continuing member of the Board. DMS is an operator of convenience stores that purchases all of its motor fuel requirements from us on a wholesale basis. DMS also leases certain retail site real estate from us in accordance with a master lease agreement between DMS and CrossAmerica. Revenues from fuel sales and rental income from DMS were as follows (in thousands): Year Ended December 31, 2015 2014 Revenues from fuel sales to DMS $ 322,918 $ 676,210 Rental income from DMS $ 19,362 $ 20,404 Motor fuel is sold to DMS at our cost plus a fixed mark-up per gallon. Receivables from DMS totaled $7.3 million and $10.3 million at December 31, 2015 and 2014 , respectively. Omnibus Agreement and Management Fees In connection with our initial public offering on October 30, 2012 (the “IPO”), we entered into an Omnibus Agreement (the “Original Omnibus Agreement”) by and among CrossAmerica, the General Partner, DMI, DMS and, for limited purposes, Joseph V. Topper, Jr. CrossAmerica incurred $6.1 million and $6.6 million in management fees for the years ended December 31, 2014 and 2013 , respectively, under the Original Omnibus Agreement classified as general and administrative expenses in the statement of operations. CrossAmerica entered into the Amended and Restated Omnibus Agreement on October 1, 2014, by and among CrossAmerica, the General Partner, DMI, DMS, CST Services LLC (“CST Services") and Joseph V. Topper, Jr., which amends and restates the Original Omnibus Agreement. The terms of the Amended Omnibus Agreement were approved by the conflicts committee of the Board. Pursuant to the Amended Omnibus Agreement, CST Services agrees, among other things, to provide, or cause to be provided, to the Partnership the management services previously provided by DMI on substantially the same terms and conditions as were applicable to DMI under the Original Omnibus Agreement. CrossAmerica incurred $15.3 million and $2.5 million in charges for the years ended December 31, 2015 and 2014 , respectively, including incentive compensation costs and non-cash stock-based compensation expense under the Amended Omnibus Agreement. Amounts payable to CST related to these transactions were $8.3 million at December 31, 2015 . As approved by the independent conflicts committee of the Board and the executive committee of CST’s board of directors, CrossAmerica and CST mutually agreed to settle the second, third and fourth quarter 2015 amounts due under the terms of the Amended Omnibus Agreement in newly issued common units representing limited partner interests in CrossAmerica. As a result, in 2015, CrossAmerica issued 259,312 limited partner units to CST Services valued at $7.2 million for the second and third quarter 2015 charges. CST and CrossAmerica agreed to settle the fourth quarter management fee in limited partner units. Effective January 1, 2016, the fixed component of the management fee was increased to $856,000 per month, which was approved by the executive committee of the board of directors of CST and on behalf of CrossAmerica by the independent conflicts committee of the Board. CST and CrossAmerica have the right to negotiate the amount of the management fee on an annual basis, or more often as circumstances require. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are undertaken by a related party of Joseph V. Topper, Jr. as approved by the independent conflicts committee of the Board. CrossAmerica incurred $1.3 million , $1.4 million and $0.3 million with this related party for the years ended December 31, 2015 , 2014 and 2013 , respectively. Aircraft Usage Costs From time to time, CrossAmerica uses aircraft owned by a group of individuals that includes Joseph V. Topper, Jr. and another member of the Board as previously approved in August 2013 by the independent conflicts committee of the Board. CrossAmerica incurred $0.2 million , $0.3 million and $0.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, for the use of these aircrafts. CrossAmerica Principal Executive Offices The CrossAmerica principal executive offices are in Allentown, Pennsylvania in an office space leased by CST from DMI. Total rent expense for the office space was $0.3 million during the year ended 2015. Zimri DM, LLC In connection with CrossAmerica’s purchase of PMI in May 2014, CrossAmerica divested the PMI lubricants business, which was subsequently purchased by a company affiliated with Joseph V. Topper, Jr. (“Zimri”). PMI provided certain services to Zimri pursuant to a transition services agreement. All services have been terminated and no amounts are outstanding. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Purchase Commitments The future minimum volume purchase requirements under the existing supply agreements are approximate gallons, with a purchase price at prevailing market rates for wholesale distributions. CrossAmerica purchased approximately 884.6 million , 869.5 million and 586.3 million gallons of motor fuel under the existing supply agreements for 2015 , 2014 and 2013 , respectively. The following provides total future minimum volume purchase requirements (in thousands of gallons): 2016 464,140 2017 398,377 2018 361,666 2019 349,549 2020 305,149 Thereafter 2,087,600 Total 3,966,481 In the event for a given contract year the Partnership fails to purchase the required minimum volume, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given year. The Partnership did not incur any significant penalties for the periods presented. 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 and/or 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 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. |
Partners' Capital (Notes)
Partners' Capital (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Partners' Capital | PARTNERS’ CAPITAL In January 2015, CrossAmerica issued 1,497,946 common units to a subsidiary of CST in connection with the acquisition of a 5% interest in CST Fuel Supply. See Notes 3 and 15 of the notes to the consolidated financial statements for additional information. In March 2015, CrossAmerica issued 90,671 common units (net of units withheld for income taxes) as a result of the vesting of phantom units previously issued primarily to CST employees who provide services principally to CrossAmerica. See Note 18 of the notes to the consolidated financial statements for additional information. On June 19, 2015, CrossAmerica closed on the sale of 4.6 million common units for net proceeds of approximately $138.5 million . On July 16, 2015, CrossAmerica closed on the sale of an additional 0.2 million common units for net proceeds of approximately $6.4 million in accordance with the underwriters’ option to purchase additional common units associated with the June offering. CrossAmerica used the net proceeds from this offering to reduce indebtedness outstanding under its revolving credit facility. On July 1, 2015, CrossAmerica issued 3,303,208 common units to a subsidiary of CST in connection with the acquisition of an additional 12.5% equity interest in CST Fuel Supply. See Notes 3 and 15 of the notes to the consolidated financial statements for additional information. On July 1, 2015, CrossAmerica issued 338,098 common units to subsidiaries of CST in connection with the acquisition of real property at 29 NTIs. See Note 3 of the notes to the consolidated financial statements for additional information. On July 16, 2015, CrossAmerica issued 145,056 common units and on October 26, 2015, CrossAmerica issued 114,256 common units to a subsidiary of CST as payment for the amounts incurred for the second and third quarters of 2015, respectively, under the terms of the Amended Omnibus Agreement. See Note 15 of the notes to the consolidated financial statements for additional information. Common Unit Repurchase Program On November 2, 2015, the Board approved a common unit repurchase program under Rule 10b-18 of the Exchange Act authorizing CrossAmerica to repurchase up to an aggregate of $25.0 million of the common units representing limited partner interests in the Partnership. Under the program, CrossAmerica may make purchases in the open market after November 9, 2015 in accordance with Rule 10b-18 of the Exchange Act, or in privately negotiated transactions, pursuant to a trading plan under Rule 10b5-1 of the Exchange Act or otherwise. Any purchases will be funded from available cash on hand. The common unit repurchase program does not require CrossAmerica to acquire any specific number of common units and may be suspended or terminated by CrossAmerica at any time without prior notice. The purchases will not be made from any officer, director or control person of CrossAmerica or CST. The following table shows the purchases during the quarter ended December 31, 2015 : Period Total Number of Units Purchased Average Price Paid per Unit Total Cost of Units Purchased Amount Remaining under the Program December 1 - December 31, 2015 154,158 $ 23.37 $ 3,603,071 $ 21,396,929 Total 154,158 $ 23.37 $ 3,603,071 $ 21,396,929 Distributions Since the closing of the IPO, we have increased our quarterly distribution from $0.4375 per unit to $0.5925 per unit. Quarterly distribution activity for 2015 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) March 31, 2015 June 15, 2015 June 19, 2015 $ 0.5475 $ 13.4 June 30, 2015 September 4, 2015 September 11, 2015 $ 0.5625 $ 18.6 September 30, 2015 November 18, 2015 November 25, 2015 $ 0.5775 $ 19.2 December 31, 2015 February 12, 2016 February 24, 2016 $ 0.5925 $ 19.6 |
Equity-Based Compensation (Note
Equity-Based Compensation (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Equity-Based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | EQUITY-BASED COMPENSATION CrossAmerica Equity-Based Awards In connection with the IPO, the General Partner adopted the Lehigh Gas Partners LP 2012 Incentive Award Plan (the “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. The maximum number of common units that may be delivered with respect to awards under the Plan is 1,505,000 . Generally, the Plan provides for grants of restricted units, unit options, performance awards, phantom units, unit awards, unit appreciation rights, distribution equivalent rights, and other unit-based awards, with various limits and restrictions attached to these awards on a grant-by-grant basis. The Plan is administered by the Board or a committee thereof, which is referred to as the Plan Administrator. The Plan Administrator may terminate or amend the Plan at any time with respect to any common units for which a grant has not yet been made. The Plan Administrator also has the right to alter or amend the Plan or any part of the Plan from time to time, including increasing the number of common units that may be granted, subject to unitholder approval as required by the exchange upon which common units are listed at that time; however, no change in any outstanding grant may be made that would adversely affect the rights of a participant with respect to awards granted to a participant prior to the effective date of such amendment or termination, except that the Board may amend any award to satisfy the requirements of Section 409A of the Internal Revenue Code. The Plan will expire on the tenth anniversary of its approval, when common units are no longer available under the Plan for grants or upon its termination by the Plan Administrator, whichever occurs first. In March 2014, the Partnership contributed its investments in its operating subsidiaries and certain other assets and liabilities to LGP Operations LLC (“LGP Operations”), a wholly owned subsidiary of the Partnership. Since March 2014, LGP Operations granted profits interests, which are represented by Class B Units in LGP Operations. Upon vesting, Class B Unitholders will be entitled to receive cash distributions proportionate to those received by common unitholders. Class B Units are redeemable two years after they were granted, subject to certain limitations, for cash or common units at the discretion of the Board. Because the Class B Units are an interest in the equity of LGP Operations, they represent a noncontrolling interest from the perspective of the Partnership. As such, the Class B Units are presented as a noncontrolling interest on the balance sheet and the Class B Unitholders’ interest in the net income of LGP Operations is presented as net income attributable to noncontrolling interests on the statement of operations. We record equity-based compensation as a component of general and administrative expenses in the statements of operations. Compensation expense for the years ended December 31, 2015 , 2014 and 2013 was $3.0 million , $11.4 million and $3.1 million , respectively. In connection with the October 1, 2014 GP Purchase, as specified in the Lehigh Gas Partners LP Executive Income Continuity Plan, all unvested awards held by executive officers and other participants (as defined under the Lehigh Gas Partners LP Executive Income Continuity Plan) vested on October 1, 2014. The incremental charge recorded in 2014 associated with the accelerated vesting of these awards was approximately $4.5 million . Grants of equity-based awards occurred in 2015 and consisted of: Number of Securities Weighted-Avg Grant-Date Fair Value Phantom units 44,979 $ 33.16 Profits interests 34,728 $ 33.58 These awards were fully vested on the date of grant and related to our short term incentive plan, excluding 4,077 phantom units issued to our President and 5,088 phantom units issued to a newly hired individual, which vest in equal increments on the first, second and third anniversaries of the date of grant. Prior to 2015, issued awards generally vest in equal increments on the first, second and third anniversaries of their date of grant. It is the intent of CrossAmerica to settle the phantom units upon vesting by issuing common units and to settle the profits interests upon conversion by the grantee by issuing common units. However, the awards may be settled in cash at the discretion of the Board. As previously approved by the former board of directors of the General Partner in 2014, 10,997 profits interests were granted on March 4, 2015 to Mr. Topper, the former President and Chief Executive Officer, under the 2012 Incentive Plan, based on the amount of base cash compensation he would have received for the period beginning January 1, 2014 and ending September 30, 2014. On March 12, 2015, 23,731 profits interests were also granted to employees, under the 2012 Incentive Plan, in connection with the 2014 Performance-Based Equity Awards Program through September 30, 2014, as defined in our Annual Report on Form 10-K for the year ended December 31, 2014, which were fully vested on the date of grant. Since CrossAmerica grants awards to employees of CST, 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 December 31, 2015 and 2014 totaled $3.3 million and $5.0 million , respectively. CST Awards Approximately 163,000 CST equity-based awards were granted to certain employees of CST for services rendered on behalf of CrossAmerica and $2.2 million of expense associated with the awards was allocated to CrossAmerica under the Amended Omnibus Agreement for the year ended December 31, 2015 . Awards to Members of the Board During 2015 , the Partnership also granted the following awards to members of the Board as a portion of director compensation: Phantom Units Non-vested at beginning of period 6,141 Granted 11,476 Vested (6,141 ) Non-vested at end of period 11,476 The accrual for these awards at December 31, 2015 and 2014 , including previously issued fully vested profits interests that have not been converted into common units, was $0.4 million and $0.7 million , respectively. Compensation expense was no t significant for the year ended December 31, 2015 and was $0.6 million and $0.3 million for the years ended December 31, 2014 and 2013, respectively. |
Net Income per Limited Partners
Net Income per Limited Partnership Unit (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income per Limited Partnership Unit Disclosure | NET INCOME PER LIMITED PARTNER UNIT Under the Partnership Agreement, a subsidiary of CST, as the holder of CrossAmerica’s IDRs, has an interest in distributions from CrossAmerica that are increasing percentages starting at 15% of quarterly distributions out of the operating surplus (as defined in our Partnership Agreement) in excess of $0.5031 per limited partner unit. CrossAmerica’s undistributed net income is generally allocable pro rata to the common and subordinated unitholders, except where common unitholders have received cash distributions in excess of the subordinated unitholders. In that circumstance, net income is allocated to the common unitholders first in support of such excess cash distribution paid to them and the remainder of the net income is allocable pro rata to the common and subordinated unitholders. Losses are generally allocable pro rata to the common and subordinated unitholders in accordance with the Partnership Agreement unless the allocation of a loss would create or increase a deficit capital account balance for the limited partners, in which case the loss would be allocated to the General Partner. In addition to the common and subordinated units, CrossAmerica has identified the IDRs as participating securities and computes 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 (including common and subordinated unitholders) is computed by dividing the limited partners’ interest in net income (loss), after deducting the IDRs, by the weighted-average number of outstanding common and subordinated units. On February 25, 2016, the first business day after the payment of the previously announced distribution of $0.5925 per unit for the fourth quarter of 2015, the subordination period under the Partnership Agreement will end. At that time, each outstanding subordinated unit will convert into one common unit and will then participate pro-rata with the other common units in cash distributions. The following 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): Year Ended December 31, 2015 2014 2013 Common Units Subordinated Units Common Units Subordinated Units Common Units Subordinated Units Numerator: Distributions paid (a) $ 47,798 $ 16,781 $ 25,544 $ 15,652 $ 12,999 $ 12,999 Allocation of distributions in excess of net income (b) (40,356 ) (14,172 ) (29,532 ) (18,071 ) (3,842 ) (4,086 ) Limited partners’ interest in net income - basic 7,442 2,609 (3,988 ) (2,419 ) 9,157 8,913 Adjustment for phantom units 9 — — — 29 — Limited partners’ interest in net income - diluted $ 7,451 $ 2,609 $ (3,988 ) $ (2,419 ) $ 9,186 $ 8,913 Denominator: Weighted average limited partnership units outstanding - basic 21,462,665 7,525,000 12,402,938 7,525,000 7,731,471 7,525,000 Adjustment for phantom units 98,738 — — — 48,886 — Weighted average limited partnership units outstanding - diluted 21,561,403 7,525,000 12,402,938 7,525,000 7,780,357 7,525,000 Net income per limited partnership unit - basic $ 0.35 $ 0.35 $ (0.32 ) $ (0.32 ) $ 1.18 $ 1.18 Net income per limited partnership unit - diluted $ 0.35 $ 0.35 $ (0.32 ) $ (0.32 ) $ 1.18 $ 1.18 (a) Distributions paid per unit were $2.2300 , $2.0800 and $1.7273 during the years ended December 31, 2015 , 2014 and 2013 , respectively. (b) Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES Certain legal entities of the Partnership do not pay income taxes because their income is taxed to the owners. For those entities, the reported amount of their assets, net of the reported amount of their liabilities, was greater than the related tax basis of their assets and liabilities by $12.6 million at December 31, 2015 and less than the related tax basis by $3.7 million at December 31, 2014 . Net earnings for financial statement purposes may differ significantly from taxable income reportable to the owners as a result of this basis difference and the allocation of taxable income under the Partnership Agreement. The Partnership is subject to a statutory requirement that the non-qualifying income earned by the Partnership (including its pro rata share of the income of its flow-through entity subsidiaries) cannot exceed 10% of Partnership’s gross income (including its pro rata share of the income of its flow-through entity subsidiaries) for the calendar year. If the aggregate amount of the Partnership’s direct and indirect non-qualifying income exceeds the statutory limit, the Partnership would be subject to income tax on its earnings (including its pro rata share of the income of its flow-through entity subsidiaries) as if the Partnership were a taxable corporation. The non-qualifying income of the Partnership (including its pro rata share of the income of its flow-through entity subsidiaries) did not exceed the statutory limit in any period. Components of income tax expense related to net income were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: U.S. federal $ 1,630 $ 141 $ 1,111 U.S. state 944 265 121 Total current 2,574 406 1,232 Deferred: U.S. federal (4,279 ) (1,963 ) (2,329 ) U.S. state (1,837 ) 203 (619 ) Total deferred (6,116 ) (1,760 ) (2,948 ) Income tax (benefit) $ (3,542 ) $ (1,354 ) $ (1,716 ) The difference between the actual income tax provision and income taxes computed by applying the U.S. federal statutory rate to earnings (losses) before income taxes is attributable to the following (in thousands): Year Ended December 31, 2015 2014 2013 Consolidated income (loss) from continuing operations before income taxes - all domestic $ 7,920 $ (7,525 ) $ 16,354 (Income) loss from continuing operations before income taxes of non-taxable entities (18,409 ) 325 (15,638 ) Income (loss) from continuing operations before income taxes of corporate entities $ (10,489 ) $ (7,200 ) $ 716 Federal income taxes at statutory rate (3,566 ) (2,448 ) 244 Increase (decrease) due to: Nondeductible expenses 198 3,094 — Change in valuation allowance (247 ) (1,972 ) (1,543 ) State income taxes, net of federal income tax benefit (343 ) (28 ) (417 ) Other 416 — — Total income tax benefit $ (3,542 ) $ (1,354 ) $ (1,716 ) The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands): December 31, 2015 2014 Deferred income tax assets: Deferred rent expense $ 747 $ 241 Above market lease liability 1,516 2,053 Lease financing obligations 23,129 24,737 Asset retirement obligations 7,619 6,057 Other assets 1,935 496 Total deferred income tax assets 34,946 33,584 Less: Valuation allowance (5,428 ) (5,675 ) Net deferred income tax assets $ 29,518 $ 27,909 Deferred income tax liabilities: Deferred rent income 781 271 Property and equipment 57,566 39,563 Intangibles 13,078 10,650 Other 1,702 371 Total deferred income tax liabilities 73,127 50,855 Net deferred income tax liabilities $ 43,609 $ 22,946 The change in the balance sheet deferred tax accounts reflects deferred income tax expense and the deferred tax impact of purchase accounting. The valuation allowance at December 31, 2015 relates primarily to the uncertainty of the availability of future profits to realize the tax benefit of the existing deductible temporary differences. The Partnership believes that it will generate sufficient future taxable income to realize the benefits related to the remaining deferred tax asset. The valuation allowance decrease primarily relates to the change in the net deferred tax position and estimates of the timing of the reversals of the temporary differences. In conjunction with the Partnership’s ongoing review of its actual results and anticipated future earnings, the Partnership continuously reassesses the possibility of releasing the valuation allowance on its deferred tax assets. It is reasonably possible that a significant portion of the valuation allowance will be released within the next twelve months. In 2014, based on updates to the purchase price allocations for the 2014 acquisitions, the Partnership recorded net deferred tax liabilities of $19.9 million . In addition, as a result of conforming operating and accounting policies around asset retirement obligations to CST’s policies, the Partnership recorded a deferred tax asset of $5.2 million . Based on the increase in net deferred tax liabilities and the expected reversal of the cumulative temporary differences and anticipated future earnings as of December 31, 2014, the Partnership reduced the valuation allowance during 2014. Changes in the valuation allowance account consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ 5,675 $ 7,093 $ 9,893 Charged to costs and expense (247 ) (1,418 ) (1,543 ) Charged to other accounts — — (1,257 ) Balance at end of period $ 5,428 $ 5,675 $ 7,093 We provide tax reserves for federal, state and local and uncertain tax positions. The development of these tax positions requires subjective, critical estimates and judgments about tax matters, potential outcomes and timing. Although the outcome of potential tax examinations is uncertain, in management’s opinion, adequate provisions for income taxes have been made for potential liabilities resulting from these reviews. If actual outcomes differ materially from these estimates, they could have a material impact on our financial condition and results of operations. Differences between actual results and assumptions, or changes in assumptions in future periods, are recorded in the period they become known. To the extent additional information becomes available prior to resolution, such accruals are adjusted to reflect probable outcomes. As of December 31, 2015 and 2014, we did not have unrecognized tax benefits. Our practice is to recognize interest and penalties related to income tax matters in income tax expense. We had no material interest and penalties for the years ended December 31, 2015, 2014 and 2013. The Partnership files income tax returns with the U.S. federal government as well as the many state jurisdictions in which it operates. The statute remains open for tax years 2012 through 2015; therefore, these years remain subject to examination by federal, state and local jurisdiction authorities. |
Segment Reporting (Notes)
Segment Reporting (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information Disclosure | SEGMENT REPORTING CrossAmerica conducts its business in two segments: 1) the Wholesale segment and 2) the Retail segment, which includes the sale of convenience merchandise items, the retail sale of motor fuel at company-operated sites and the retail sale of motor fuels at sites operated by commission agents. 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 sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales. We pay a commission to the agent who operates the retail site. As part of our evaluation of the economic performance of our retail sites, we will from time to time convert company-owned convenience stores in our Retail segment to the lessee dealer customer group in our Wholesale segment. Through December 31, 2015 , we have converted 77 company-operated convenience stores in our Retail segment to the lessee dealer customer group in our Wholesale segment. As such, we no longer generate revenues from the retail sale of motor fuel or merchandise subsequent to the date of conversion. However, we continue to supply these sites with motor fuel on a wholesale basis based on the fuel supply contract with the lessee dealer. Further, we continue to control the property and earn rental income under lease 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 costs consist primarily of general and administrative expenses 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 the chief operating decision maker does not currently assess performance or allocate resources based on that data. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Year Ended December 31, 2015: Revenues from fuel sales to external customers $ 1,492,425 $ 508,335 $ — $ 2,000,760 Intersegment revenues from fuel sales 359,294 — (359,294 ) — Revenues from food and merchandise sales — 158,826 — 158,826 Rent income 49,134 4,861 — 53,995 Other revenue 1,254 — — 1,254 Total revenues $ 1,902,107 $ 672,022 $ (359,294 ) $ 2,214,835 Income from CST Fuel Supply Equity $ 10,528 $ — $ — $ 10,528 Operating income (loss) $ 92,826 $ 19,010 $ (85,819 ) $ 26,017 Year Ended December 31, 2014: Revenues from fuel sales to external customers $ 2,104,128 $ 449,344 $ — $ 2,553,472 Intersegment revenues from fuel sales 204,276 — (204,276 ) — Revenues from food and merchandise sales — 57,603 — 57,603 Rent income 38,498 4,760 — 43,258 Other revenue 837 443 — 1,280 Total revenues $ 2,347,739 $ 512,150 $ (204,276 ) $ 2,655,613 Operating income (loss) $ 73,451 $ 7,246 $ (72,057 ) $ 8,640 Year Ended December 31, 2013: Revenues from fuel sales to external customers $ 1,824,568 $ 68,238 $ — $ 1,892,806 Intersegment revenues from fuel sales 57,988 — (57,988 ) — Rent income 40,210 1,367 — 41,577 Other revenue 1,676 — — 1,676 Total revenues $ 1,924,442 $ 69,605 $ (57,988 ) $ 1,936,059 Operating income (loss) $ 66,262 $ 1,457 $ (37,542 ) $ 30,177 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Interim Financial Results Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | QUARTERLY FINANCIAL DATA (UNAUDITED) The following table summarizes quarterly financial data for the years ended December 31, 2015 and 2014 (in thousands): 2015 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 477,769 $ 647,448 $ 625,566 $ 464,052 Gross profit $ 34,996 $ 38,301 $ 47,826 $ 36,395 Operating (loss) income $ (433 ) $ 3,674 $ 14,830 $ 7,946 Net income (loss) attributable to partners $ (2,966 ) $ 30 $ 10,163 $ 4,214 Basic earnings (loss) per common unit (a) $ (0.13 ) $ (0.01 ) $ 0.29 $ 0.11 Diluted earnings (loss) per common unit (a) $ (0.13 ) $ (0.01 ) $ 0.29 $ 0.11 2014 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 482,021 $ 763,845 $ 827,760 $ 581,987 Gross profit $ 16,667 $ 26,948 $ 36,294 $ 35,737 Operating income (loss) $ 5,486 $ 1,574 $ 8,430 $ (6,850 ) Net income (loss) attributable to partners $ 1,428 $ 1,892 $ 4,155 $ (13,637 ) Basic earnings (loss) per common unit (a) $ 0.07 $ 0.10 $ 0.21 $ (0.60 ) Diluted earnings (loss) per common unit (a) $ 0.07 $ 0.10 $ 0.21 $ (0.60 ) (a) Earnings (loss) per common unit amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands): Year Ended December 31, 2015 2014 2013 Decrease (increase): Accounts receivable $ 6,521 $ 2,619 $ (1,684 ) Accounts receivable from related parties 4,439 4,511 (8,377 ) Inventories 9,857 3,235 (2,085 ) Other current assets 1,952 38 (1,513 ) Other assets (1,356 ) (3,159 ) (396 ) Increase (decrease): Accounts payable (12,339 ) (20,438 ) 4,288 Motor fuel taxes payable (1,652 ) 2,553 (2,269 ) Accrued expenses and other current liabilities (11,100 ) 373 1,041 Other long-term liabilities 910 (101 ) (1,292 ) Changes in working capital, net of acquisitions $ (2,768 ) $ (10,369 ) $ (12,287 ) The above changes in current assets and current liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions. Supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Cash paid for interest $ 16,689 $ 14,134 $ 11,375 Cash paid for income taxes $ 5,023 (a) $ 632 $ 1,729 (a) Includes $2.6 million in income tax liabilities assumed in acquisitions. Supplemental schedule of non-cash investing and financing activities (in thousands): Year Ended December 31, 2015 2014 2013 Sale of property and equipment in Section 1031 like-kind exchange transaction $ (322 ) $ (4,670 ) $ — Acquisition of equity investment in CST Fuel Supply funded by issuance of common units $ 384 $ — $ — Acquisition of property through foreclosure on note receivable $ 930 $ — $ — Removal of property and equipment and capital lease obligation for sales terminated from Getty lease $ (1,333 ) $ (1,613 ) $ (2,138 ) Changes in estimate of asset retirement obligations $ (591 ) $ 16,877 $ 1,087 Lessor direct costs incurred and deferred rent income recorded related to lease transaction between affiliate and unrelated third-party $ — $ — $ 1,700 Issuance of note payable in connection with purchase of sites $ — $ — $ 1,000 Issuance of note payable in connection with Rocky Top acquisition $ — $ — $ 26,250 Issuance of capital lease obligations and recognition of asset retirement obligation related to Getty lease $ — $ — $ 360 Management fee settled in CrossAmerica common units $ 7,200 $ — $ — Units issued to CST as consideration for the NTIs and the equity interest in CST Fuel Supply $ 163,292 $ — $ — |
Termination Benefits Terminatio
Termination Benefits Termination Benefits (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Termination Benefits [Abstract] | |
Postemployment Benefits Disclosure [Text Block] | TERMINATION BENEFITS As a result of the continued integration of certain processes and systems for our recently acquired businesses, CrossAmerica committed to a workforce reduction affecting certain employees in our Retail segment and is recognizing $2.6 million of estimated cost of severance and other benefits ratably over the required service period. At December 31, 2014 , we had a $2.4 million accrual for severance and benefit costs related to certain officers who terminated their employment, which is recorded in “general and administrative” expenses on the 2014 consolidated statements of operations. A rollforward of the liability for severance and other termination benefits is as follows (in thousands): Balance at December 31, 2014 $ 2,357 Provision for termination benefits (included in general and administrative expenses) 2,373 Termination benefits paid (3,065 ) Balance at December 31, 2015 $ 1,665 |
Description of Business, Conc31
Description of Business, Concentration Risk and Other Disclosures Conentration Risk (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk DMS is an operator of retail sites that purchases a significant portion of its motor fuel requirements from us on a wholesale basis and then re-sells motor fuel on a retail basis. DMS also leases real estate from us. The financial results of DMS are not consolidated with ours. For the year ended December 31, 2015 , CrossAmerica distributed approximately 17% of its total wholesale distribution volumes to DMS and DMS accounted for approximately 36% of our rental income. For more information regarding transactions with DMS, see Note 15 . For the year ended December 31, 2015 , CrossAmerica’s wholesale business purchased approximately 30% , 26% and 26% of its motor fuel from ExxonMobil, BP and Motiva, respectively. No other fuel suppliers accounted for 10% or more of CrossAmerica’s fuel purchases in 2015 . As of December 31, 2015 , CrossAmerica’s total equity interest in CST Fuel Supply is 17.5% . Valero Energy Corporation (“Valero”) supplied substantially all of the motor fuel purchased by CST Fuel Supply during 2015. During the year ended December 31, 2015 , CST Fuel Supply purchased 1.9 billion gallons of motor fuel from Valero. For the year ended December 31, 2015 , CrossAmerica distributed 7% of its total wholesale distribution volume to CST and received 17% of its rent income from CST. |
Significant Accounting Polici32
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation and Combination These consolidated financial statements were prepared in accordance with U.S. GAAP. These financial statements include the consolidated accounts of CrossAmerica’s and subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassifications The statement of operations was revised from the presentation included in our Form 10-K to conform to that presented in CST’s Annual Report on Form 10-K for the year ended December 31, 2015 filed by CST. As a result, certain reclassifications were made to prior period amounts to conform to the current year presentation. These reclassifications had no impact on net income or equity for any periods. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Partnership considers all short-term investments with maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. The Partnership is potentially subject to financial instrument concentration of credit risk through its cash and cash equivalents. The Partnership maintains cash and cash equivalents with several major financial institutions. The Partnership has not experienced any losses on their cash equivalents. |
Receivables, Policy [Policy Text Block] | Receivables Accounts receivable primarily result from the sales of motor fuels and rental fees for sites to customers. The majority of the Partnership’s accounts receivable relate to its motor fuel sales that can generally be described as high volume and low margin activities. 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. Receivables are recorded at face value, without interest or discount. The provision for bad debts is generally based upon a specific analysis of aged accounts while also factoring in any new business conditions that might impact the historical analysis, such as market conditions and bankruptcies of particular customers. Bad debt provisions are included in selling, general and administrative expenses. The Partnership reviews all accounts receivable balances on at least a quarterly basis and provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. |
Inventory, Policy [Policy Text Block] | Inventories Motor fuel inventory consists of gasoline, diesel fuel and other petroleum products and is stated at the lower of average cost or market using the first-in, first-out method. No provision for potentially obsolete or slow-moving inventory has been made. The Partnership records inventory from the time of the purchase of motor fuels from third party suppliers until the retail sale to the end customer. Food and merchandise inventory is valued at the lower of average cost or market using the first-in, first-out method. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is recorded at cost. Property and equipment acquired through a business combination is recorded at fair value. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, including: 10 to 20 years for buildings and improvements and 5 to 30 years for equipment. Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which generally range from 7 to 10 years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period the sale meets the criteria for recognition. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Assets Long-lived assets, which include property and equipment and finite-lived intangible assets, are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. A long-lived asset is not recoverable if its carrying amount exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. If a long-lived asset is not recoverable, an impairment loss is recognized for the amount by which the carrying amount of the long-lived asset exceeds its fair value, with fair value determined based on discounted estimated net cash flows or other appropriate methods. |
Business Combinations Policy [Policy Text Block] | Business Combinations We account for business combinations in accordance with the guidance under Accounting Standards Codification (“ASC”) 805–Business Combinations. Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for assets acquired and liabilities assumed based on fair value. The excess of the fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The income statement includes the results of operations for each acquisition from their respective date of acquisition. Determining the fair value of these items requires management’s judgment, the utilization of independent valuation experts and involves the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization. For more information on our acquisitions and application of the acquisition method, see Note 3 . |
Deferred Charges, Policy [Policy Text Block] | Debt Issuance Costs Debt issuance costs that are incurred in connection with the issuance of debt are deferred and amortized to interest expense using the straight line method (which approximates the effective interest method) over the contractual term of the underlying indebtedness. Debt issuance costs are classified as a reduction of the associated liability. See “New Accounting Pronouncements” below for additional information. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment at the reporting unit level at least annually, and tested for impairment more frequently if events and circumstances indicate that the goodwill might be impaired. The annual impairment testing date of goodwill was changed from December 31 to October 1 of our fiscal year to align our testing date with the date used by CST. In its annual impairment analysis, an entity can use qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill. If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then performing the two-step test is unnecessary. However, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the first step of the two-step goodwill impairment test. In the first step of the goodwill impairment test, the reporting unit’s carrying amount (including goodwill) and its fair value are compared. If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of our “implied fair value” requires us to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the “implied fair value” is less than the carrying value, an impairment charge would be recorded. The impairment analysis performed in the fourth quarter of 2015 indicated that goodwill was not impaired. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets are recorded at fair value at the date of acquisition. Intangible assets associated with wholesale fuel supply contracts, wholesale fuel distribution rights and trademarks are amortized over 10 years. Covenants not to compete are amortized over the shorter of the contract term or 5 years. Intangible assets associated with above and below market leases are amortized over the lease term, which approximates 5 years. Intangible assets with definite useful lives are amortized over their respective estimated useful lives and reviewed for impairment if we believe that changes or triggering events have occurred that could have caused the carrying value of the intangible assets to exceed its fair value. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or more frequently if events and circumstances indicate that the intangible assets might be impaired. |
Regulatory Environmental Costs, Policy [Policy Text Block] | Environmental Matters Liabilities for future remediation costs are recorded when environmental assessments from governmental regulatory agencies and/or remedial efforts are probable and the costs can be reasonably estimated. Other than for assessments, the timing and magnitude of these accruals generally are based on the completion of investigations or other studies or a commitment to a formal plan of action. Environmental liabilities are based on best estimates of probable undiscounted future costs using currently available technology and applying current regulations, as well as our own internal environmental policies, without establishing a range of loss for these liabilities. Environmental liabilities are difficult to assess and estimate due to uncertainties related to the magnitude of possible remediation, the timing of such remediation and the determination of our obligation in proportion to other parties. Such estimates are subject to change due to many factors, including the identification of new sites requiring remediation, changes in environmental laws and regulations and their interpretation, additional information related to the extent and nature of remediation efforts and potential improvements in remediation technologies. Amounts recorded for environmental liabilities have not been reduced by possible recoveries from third parties. |
Asset Retirement Obligations, Policy [Policy Text Block] | Asset Retirement Obligations We record a liability, which is referred to as an asset retirement obligation, at fair value for the estimated cost to remove underground storage tanks (“USTs”) used to store motor fuel at owned and leased retail sites at the time we incur that liability, which is generally when the UST is installed or upon entering the lease. We record a discounted liability for the fair value of an asset retirement obligation with a corresponding increase to the carrying value of the related long-lived asset. We depreciate the amount added to property and equipment and recognize accretion expense in connection with the discounted liability over the estimated remaining life of the UST. Accretion expense is reflected in depreciation, amortization and accretion expense. We base our estimates of the anticipated future costs for removal of a UST on our prior experience with removal. Removal costs include the cost to remove the USTs, soil remediation costs resulting from the spillage of small quantities of motor fuel in the normal operations of our business and other miscellaneous costs. We review our assumptions for computing the estimated liability for the removal of USTs on an annual basis. Any change in estimated cash flows is reflected as an adjustment to the liability and the associated asset. |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting CrossAmerica presents its segment reporting in accordance with ASC 280, “Segment Reporting” and engages in both the wholesale and retail distribution of motor fuels, primarily gasoline and diesel fuel. The Partnership presents its results to its chief operating decision maker segregated between wholesale and retail activities. As a result, the Partnership is deemed to conduct its business in two segments: 1) the wholesale segment and 2) the retail segment. The class of customer and gross margins are sufficiently different between these two businesses to warrant two reportable segments. See Note 21 for additional information. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenues are recorded upon delivery of the products to our customers, by which the price is fixed, title to the products is transferred and payment has either been received or collection is reasonably assured. We present motor fuel excise taxes on sales on a gross basis with supplemental information regarding the amount of such taxes included in revenues provided in a footnote on the face of the statements of income. Revenues from leasing arrangements for which CrossAmerica is the lessor are recognized ratably over the term of the underlying lease. |
Lease, Policy [Policy Text Block] | Lease Accounting The Partnership accounts for leases in accordance with ASC 840, “Leases.” The Partnership leases certain sites from third parties under long-term arrangements with various expiration dates. U.S. GAAP requires leases be evaluated and classified as either operating or capital for financial reporting purposes. The lease term used for lease evaluation includes option periods only in instances in which the exercise of the option period can be reasonably assured and failure to exercise such options would result in an economic penalty. Minimum lease payments are expensed on a straight-line basis over the term of the lease including renewal periods that are reasonably assured at the inception of the lease. In addition to minimum lease payments, certain leases require additional contingent payments based on sales volume or future inflation. The Partnership is the lessee in certain sale-leaseback transactions for certain sites, and as the Partnership has continuing involvement in the underlying sites, or the lease agreement has a repurchase feature, the sale-leaseback arrangements are accounted for as financing transactions. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Partnership’s wholly owned taxable subsidiaries recognize deferred income tax assets and liabilities for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis. Income tax attributable to the Partnership’s earnings and losses, excluding the earnings and losses of its wholly owned taxable subsidiaries, are assessed at the individual level of the unitholder. Accordingly, the Partnership does not record a provision for income taxes other than for those earnings and losses generated or incurred by its wholly owned taxable subsidiaries. Tax positions not meeting the more-likely-than-not recognition threshold at the financial statement date may not be recognized or continue to be recognized under the accounting guidance for income taxes. Where required, the Partnership recognizes interest and penalties for uncertain tax positions in income taxes. Valuation allowances are initially recorded and reevaluated each reporting period by assessing the likelihood of the ultimate realization of a deferred tax asset. Management considers a number of factors in assessing the realization of a deferred tax asset, including the reversal of temporary differences, future taxable income and ongoing prudent and feasible tax planning strategies. The amount of deferred tax assets ultimately realized may differ materially from the estimates utilized in the computation of valuation allowances and may materially impact the financial statements in the future. |
Cost of Sales, Policy [Policy Text Block] | Cost of Sales We include in our cost of sales all costs we incur to acquire motor fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. A component of our cost of sales is the discount for prompt payment and other rebates, discounts and incentives offered by our suppliers. Prompt payment discounts from suppliers are based on a percentage of the purchase price of motor fuel and the dollar value of these discounts varies with motor fuel prices. Cost of sales does not include any depreciation of our property and equipment, as any amounts attributed to cost of sales would not be significant. |
Motor Fuel Taxes Policy [Policy Text Block] | Motor Fuel Taxes LGW collects motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. LGW’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS has no direct responsibility to collect or remit such taxes to the taxing authorities. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per-Unit In addition to the common and subordinated units, the Partnership has identified the IDRs as participating securities and computes income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the Partnership Agreement. Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing the limited partners’ interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments Our financial instruments include cash, accounts receivable, payables, our credit facilities, capital lease obligations, and trade payables. The estimated fair values of these financial instruments approximate their carrying amounts, except for certain debt as discussed in Note 12 . |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-17— Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective January 1, 2016; management of CrossAmerica has chosen to early adopt. The guidance was applied retrospectively to all periods presented and resulted in a net reduction of noncurrent deferred tax liabilities of $0.5 million and $0.7 million as of December 31, 2015 and 2014, respectively. In September 2015, the FASB issued ASU 2015-16- Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , which eliminate the requirement to retrospectively account for adjustments made to provisional amounts recognized in a business combination. The guidance is to be applied on a prospective basis to adjustments to provisional amounts that occur after the effective date. This guidance is effective January 1, 2016, with early adoption permitted for financial statements that have not yet been made available for issuance. The Partnership has elected early adoption of the updated accounting standard, noting that although management has made adjustments to provisional amounts recognized in prior business combinations, those adjustments have not been material and would not have resulted in retrospective application. As such, early adoption of this guidance does not have a significant impact on the financial statements. In April 2015, the FASB issued ASU 2015-06- Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions , which requires that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. This guidance is effective January 1, 2016. Early adoption is permitted. The guidance is to be applied on a retrospective basis for all financial statements presented. Although this guidance could apply in the future, it was not applicable to the dropdown transactions completed in 2015 because these assets did not represent a business. Further, the revenue-producing activities of the assets included in the dropdown transactions fundamentally changed from the manner in which they were used by CST. There was not sufficient continuity of revenues and expenses before and after the dropdown transactions and so historical information before the dropdowns is not meaningful information. In April 2015, the FASB issued ASU 2015-03- Interest-Imputation of Interest (Subtopic 835-30) , which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This guidance is effective January 1, 2016. Management of CrossAmerica has chosen to early adopt. The guidance was applied on a retrospective basis, wherein the balance sheet of each individual period presented was adjusted to reflect the period-specific effects of applying the new guidance which resulted in a reclassification from noncurrent assets to debt and capital lease obligations of $5.4 million and $6.9 million for the periods ending December 31, 2015 and 2014, respectively. 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 2015-1, which deferred the effective date by one year, this guidance is effective January 1, 2018. Early adoption is permitted, but no earlier than January 1, 2017. 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. Management is currently evaluating this new guidance, including how it will apply the guidance at the date of adoption. Certain other new financial accounting pronouncements have become effective for our financial statements and the adoption of these pronouncements will not affect our financial position or results of operations, nor will they require any additional disclosures. |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | Our pro forma results, giving effect to the Erickson and One Stop acquisitions and assuming an acquisition date of January 1, 2014 , would have been (in thousands, except per unit amounts): Year Ended December 31, 2015 2014 (unaudited) Total revenues $ 2,337,588 $ 3,113,231 Net income (loss) $ 10,513 $ (13,181 ) Net income (loss) per limited partnership unit $ 0.31 $ (0.67 ) |
Nice N Easy | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair values of the assets acquired at the acquisition date (in thousands): Other current assets $ 220 Property and equipment 33,000 Deferred tax assets 4,015 Goodwill 16,585 Total consideration $ 53,820 |
Landmark Industries Stores | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the fair values of the assets acquired at the acquisition date (in thousands): Property and equipment $ 24,977 Deferred tax assets 3,147 Goodwill 13,085 Total consideration $ 41,209 |
Erickson | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Current assets (excluding inventories) $ 4,202 Inventories 8,484 Property and equipment 75,028 Intangible assets 14,010 Goodwill 27,352 Current liabilities (16,233 ) Deferred tax liabilities (28,438 ) Asset retirement obligations (2,204 ) Other liabilities (273 ) Total consideration, net of cash acquired $ 81,928 |
One Stop | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Current assets (excluding inventories) $ 1,138 Inventories 5,043 Property and equipment 40,651 Intangible assets 6,032 Goodwill — Other assets 132 Current liabilities (3,617 ) Asset retirement obligations (1,421 ) Other liabilities (3,318 ) Total consideration, net of cash acquired $ 44,640 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Assets Held for Sale | Assets held for sale (at cost) were as follows (in thousands): December 31, 2015 2014 Land $ 1,695 $ 1,984 Buildings and improvements 1,558 782 Equipment and other 1,225 464 Total 4,478 3,230 Less accumulated depreciation (1,190 ) (646 ) Assets held for sale $ 3,288 $ 2,584 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Receivables [Table Text Block] | Receivables consisted of the following (in thousands): December 31, 2015 2014 Trade receivables $ 22,348 $ 39,086 Allowance for doubtful accounts (1,090 ) (754 ) Receivables, net $ 21,258 $ 38,332 |
Changes in the allowance for doubtful accounts [Table Text Block] | Changes in the allowance for doubtful accounts consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Balance as of beginning of year $ 754 $ 136 $ — Increase in allowance charged to expense 522 618 161 Accounts charged against the allowance, net of recoveries (186 ) — (25 ) Balance as of end of year $ 1,090 $ 754 $ 136 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following (in thousands): December 31, 2015 2014 Convenience store merchandise $ 11,354 $ 6,829 Motor fuel 4,385 5,240 Inventories $ 15,739 $ 12,069 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Land $ 251,632 $ 153,181 Buildings and site improvements 255,273 176,839 Leasehold improvements 8,867 8,660 Equipment and other 203,521 111,285 Construction in progress 3,666 4,873 Property and equipment, at cost 722,959 454,838 Accumulated depreciation and amortization (94,395 ) (63,339 ) Property and equipment, net $ 628,564 $ 391,499 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in goodwill during the year ended December 31, 2015 consisted of the following (in thousands): Wholesale Segment Retail Segment Consolidated Beginning balance $ 34,570 $ 5,758 $ 40,328 Acquisitions 21,347 19,146 40,493 Reassignment 5,631 (5,631 ) — Ending balance $ 61,548 $ 19,273 $ 80,821 |
Intangible Assets Intangible 39
Intangible Assets Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following (in thousands): December 31, 2015 December 31, 2014 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 105,181 $ (32,498 ) $ 72,683 $ 88,129 $ (20,775 ) $ 67,354 Trademarks 2,494 (1,264 ) 1,230 1,484 (433 ) 1,051 Covenant not to compete 3,911 (1,600 ) 2,311 2,951 (776 ) 2,175 Below market leases 11,181 (5,090 ) 6,091 10,161 (2,961 ) 7,200 Total intangible assets $ 122,767 $ (40,452 ) $ 82,315 $ 102,725 $ (24,945 ) $ 77,780 |
Accrued Expenses and Other Lo40
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses and other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following (in thousands): December 31, 2015 2014 Equity-based incentive compensation $ 3,266 $ 4,994 Professional fees 804 1,243 Taxes other income 3,311 3,410 Management fee payable to affiliate — 188 Accrued interest 898 569 Termination benefits 1,561 2,357 Acquisition costs 400 3,783 Other 6,481 4,733 Total accrued expenses $ 16,721 $ 21,277 |
Other Noncurrent Liabilities [Table Text Block] | Other long-term liabilities consisted of the following (in thousands): December 31, 2015 2014 Environmental liabilities $ 1,850 $ 702 Security deposits 7,176 6,543 Above market leases 6,691 5,365 Asset retirement obligations 23,165 19,104 Other 3,657 3,432 Total other long-term liabilities $ 42,539 $ 35,146 |
Schedule of Change in Asset Retirement Obligation [Table Text Block] | A rollforward of the Partnership’s asset retirement obligation is below (in thousands): December 31, 2015 2014 Beginning balance $ 19,109 $ 2,151 Recognition of asset retirement obligations 4,098 — Changes in estimated cash flows or settlement dates (591 ) 17,149 Accretion 1,189 359 Obligations settled (321 ) (550 ) Total balance 23,484 19,109 Current portion, classified within accrued expenses and other current liabilities 319 5 Long-term portion, classified within noncurrent other liabilities $ 23,165 $ 19,104 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt Outstanding | Our balances for long-term debt and capital leases are as follows (in thousands): December 31, 2015 2014 Revolving credit facility $ 358,412 $ 200,400 Financing obligation associated with Rocky Top acquisition 26,250 26,250 Note payable 876 929 Total outstanding debt 385,538 227,579 Deferred financing fees (4,464 ) (6,881 ) Lease financing obligations 57,900 62,788 Total 438,974 283,486 Less current portion 8,342 29,083 Noncurrent portion $ 430,632 $ 254,403 |
Lease Financing Obligations a42
Lease Financing Obligations and Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Lease Financing Obligations and Operating Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The future minimum lease payments under lease financing obligations as of December 31, 2015 are as follows (in thousands): 2016 $ 6,091 2017 5,999 2018 6,051 2019 6,172 2020 6,199 Thereafter 57,538 Total future minimum lease payments 88,050 Less interest component 29,208 Present value of minimum lease payments 58,842 Current portion 2,787 Long-term portion 56,055 Deferred financing costs, net 942 Long-term portion, net of deferred financing costs $ 55,113 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The future minimum lease payments under operating leases as of December 31, 2015 were as follows (in thousands): 2016 $ 18,086 2017 16,735 2018 14,799 2019 13,202 2020 10,984 Thereafter 48,362 Total future minimum lease payments $ 122,168 |
Schedule Of Future Minimum Payments Receivable For Operating Leases Table [Text Block] | The future minimum lease payments under non-cancelable operating leases with third parties, CST and DMS as of December 31, 2015 were as follows (in thousands): Third Parties CST DMS Total 2016 $ 24,364 $ 14,483 $ 18,015 $ 56,862 2017 20,418 14,483 18,260 53,161 2018 13,846 14,483 18,560 46,889 2019 10,448 14,483 18,843 43,774 2020 8,790 14,483 19,125 42,398 Thereafter 27,077 62,756 145,316 235,149 Total future minimum lease payments $ 104,943 $ 135,171 $ 238,119 $ 478,233 |
Environmental Matters (Tables)
Environmental Matters (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Environmental Matters [Abstract] | |
Schedule of Environmental Loss Contingencies by Site [Table Text Block] | The table below presents a rollforward of the Partnership’s environmental liability (in thousands). December 31, 2015 2014 Beginning balance $ 1,074 $ 1,238 Provision for new environmental losses 1,228 — Liabilities assumed in acquisitions — 150 Changes in estimates for previously incurred losses 781 30 Payments (330 ) (344 ) Ending balance 2,753 1,074 Current portion 903 372 Long-term portion $ 1,850 $ 702 The following table presents a summary roll forward for 2015 of the Predecessor Entity’s environmental liabilities associated with sites contributed to the Partnership, on an undiscounted basis (in thousands): Beginning balance $ 7,584 Changes in estimates for previously incurred losses 539 Payments (1,096 ) Ending balance $ 7,027 |
Schedules Of Recorded Environmental Recoveries Amount Table [Text Block] | A significant portion of the Predecessor Entities’ environmental reserves have corresponding indemnification assets. The breakdown of the indemnification assets as of December 31, 2015 is as follows (in thousands): Third-party escrows $ 1,400 State funds 3,038 Insurance coverage 580 Total indemnification assets $ 5,018 |
Related-Party (Tables)
Related-Party (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | The following represents principal payments due for the next five years excluding lease financing obligations (in thousands). 2016 $ 5,555 2017 5,457 2018 6,164 2019 363,812 2020 4,550 Total $ 385,538 |
CST Brands Inc. | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from fuel sales and rental income from CST were as follows (in thousands): Year Ended December 31, 2015 2014 Revenues from fuel sales to CST $ 135,813 $ 13,186 Rental income from CST $ 9,319 $ 413 |
Lehigh Gas Ohio LLC | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from fuel sales and rental income from DMS were as follows (in thousands): Year Ended December 31, 2015 2014 Revenues from fuel sales to DMS $ 322,918 $ 676,210 Rental income from DMS $ 19,362 $ 20,404 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The following provides total future minimum volume purchase requirements (in thousands of gallons): 2016 464,140 2017 398,377 2018 361,666 2019 349,549 2020 305,149 Thereafter 2,087,600 Total 3,966,481 |
Partners' Capital Quarterly dis
Partners' Capital Quarterly distribution activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly distribution activity [Abstract] | |
Schedule of Repurchase Agreements [Table Text Block] | The following table shows the purchases during the quarter ended December 31, 2015 : Period Total Number of Units Purchased Average Price Paid per Unit Total Cost of Units Purchased Amount Remaining under the Program December 1 - December 31, 2015 154,158 $ 23.37 $ 3,603,071 $ 21,396,929 Total 154,158 $ 23.37 $ 3,603,071 $ 21,396,929 |
Dividends Declared [Table Text Block] | Quarterly distribution activity for 2015 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in millions) March 31, 2015 June 15, 2015 June 19, 2015 $ 0.5475 $ 13.4 June 30, 2015 September 4, 2015 September 11, 2015 $ 0.5625 $ 18.6 September 30, 2015 November 18, 2015 November 25, 2015 $ 0.5775 $ 19.2 December 31, 2015 February 12, 2016 February 24, 2016 $ 0.5925 $ 19.6 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity-Based Compensation [Abstract] | |
Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity [Table Text Block] | During 2015 , the Partnership also granted the following awards to members of the Board as a portion of director compensation: Phantom Units Non-vested at beginning of period 6,141 Granted 11,476 Vested (6,141 ) Non-vested at end of period 11,476 Grants of equity-based awards occurred in 2015 and consisted of: Number of Securities Weighted-Avg Grant-Date Fair Value Phantom units 44,979 $ 33.16 Profits interests 34,728 $ 33.58 |
Net Income per Limited Partne48
Net Income per Limited Partnership Unit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit | The following 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): Year Ended December 31, 2015 2014 2013 Common Units Subordinated Units Common Units Subordinated Units Common Units Subordinated Units Numerator: Distributions paid (a) $ 47,798 $ 16,781 $ 25,544 $ 15,652 $ 12,999 $ 12,999 Allocation of distributions in excess of net income (b) (40,356 ) (14,172 ) (29,532 ) (18,071 ) (3,842 ) (4,086 ) Limited partners’ interest in net income - basic 7,442 2,609 (3,988 ) (2,419 ) 9,157 8,913 Adjustment for phantom units 9 — — — 29 — Limited partners’ interest in net income - diluted $ 7,451 $ 2,609 $ (3,988 ) $ (2,419 ) $ 9,186 $ 8,913 Denominator: Weighted average limited partnership units outstanding - basic 21,462,665 7,525,000 12,402,938 7,525,000 7,731,471 7,525,000 Adjustment for phantom units 98,738 — — — 48,886 — Weighted average limited partnership units outstanding - diluted 21,561,403 7,525,000 12,402,938 7,525,000 7,780,357 7,525,000 Net income per limited partnership unit - basic $ 0.35 $ 0.35 $ (0.32 ) $ (0.32 ) $ 1.18 $ 1.18 Net income per limited partnership unit - diluted $ 0.35 $ 0.35 $ (0.32 ) $ (0.32 ) $ 1.18 $ 1.18 (a) Distributions paid per unit were $2.2300 , $2.0800 and $1.7273 during the years ended December 31, 2015 , 2014 and 2013 , respectively. (b) Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement. |
Income Taxes Income Taxes (Tabl
Income Taxes Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Components of income tax expense related to net income were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: U.S. federal $ 1,630 $ 141 $ 1,111 U.S. state 944 265 121 Total current 2,574 406 1,232 Deferred: U.S. federal (4,279 ) (1,963 ) (2,329 ) U.S. state (1,837 ) 203 (619 ) Total deferred (6,116 ) (1,760 ) (2,948 ) Income tax (benefit) $ (3,542 ) $ (1,354 ) $ (1,716 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The difference between the actual income tax provision and income taxes computed by applying the U.S. federal statutory rate to earnings (losses) before income taxes is attributable to the following (in thousands): Year Ended December 31, 2015 2014 2013 Consolidated income (loss) from continuing operations before income taxes - all domestic $ 7,920 $ (7,525 ) $ 16,354 (Income) loss from continuing operations before income taxes of non-taxable entities (18,409 ) 325 (15,638 ) Income (loss) from continuing operations before income taxes of corporate entities $ (10,489 ) $ (7,200 ) $ 716 Federal income taxes at statutory rate (3,566 ) (2,448 ) 244 Increase (decrease) due to: Nondeductible expenses 198 3,094 — Change in valuation allowance (247 ) (1,972 ) (1,543 ) State income taxes, net of federal income tax benefit (343 ) (28 ) (417 ) Other 416 — — Total income tax benefit $ (3,542 ) $ (1,354 ) $ (1,716 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of significant temporary differences representing deferred income tax assets and liabilities were as follows (in thousands): December 31, 2015 2014 Deferred income tax assets: Deferred rent expense $ 747 $ 241 Above market lease liability 1,516 2,053 Lease financing obligations 23,129 24,737 Asset retirement obligations 7,619 6,057 Other assets 1,935 496 Total deferred income tax assets 34,946 33,584 Less: Valuation allowance (5,428 ) (5,675 ) Net deferred income tax assets $ 29,518 $ 27,909 Deferred income tax liabilities: Deferred rent income 781 271 Property and equipment 57,566 39,563 Intangibles 13,078 10,650 Other 1,702 371 Total deferred income tax liabilities 73,127 50,855 Net deferred income tax liabilities $ 43,609 $ 22,946 |
Summary of Valuation Allowance [Table Text Block] | Changes in the valuation allowance account consisted of the following (in thousands): Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ 5,675 $ 7,093 $ 9,893 Charged to costs and expense (247 ) (1,418 ) (1,543 ) Charged to other accounts — — (1,257 ) Balance at end of period $ 5,428 $ 5,675 $ 7,093 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Year Ended December 31, 2015: Revenues from fuel sales to external customers $ 1,492,425 $ 508,335 $ — $ 2,000,760 Intersegment revenues from fuel sales 359,294 — (359,294 ) — Revenues from food and merchandise sales — 158,826 — 158,826 Rent income 49,134 4,861 — 53,995 Other revenue 1,254 — — 1,254 Total revenues $ 1,902,107 $ 672,022 $ (359,294 ) $ 2,214,835 Income from CST Fuel Supply Equity $ 10,528 $ — $ — $ 10,528 Operating income (loss) $ 92,826 $ 19,010 $ (85,819 ) $ 26,017 Year Ended December 31, 2014: Revenues from fuel sales to external customers $ 2,104,128 $ 449,344 $ — $ 2,553,472 Intersegment revenues from fuel sales 204,276 — (204,276 ) — Revenues from food and merchandise sales — 57,603 — 57,603 Rent income 38,498 4,760 — 43,258 Other revenue 837 443 — 1,280 Total revenues $ 2,347,739 $ 512,150 $ (204,276 ) $ 2,655,613 Operating income (loss) $ 73,451 $ 7,246 $ (72,057 ) $ 8,640 Year Ended December 31, 2013: Revenues from fuel sales to external customers $ 1,824,568 $ 68,238 $ — $ 1,892,806 Intersegment revenues from fuel sales 57,988 — (57,988 ) — Rent income 40,210 1,367 — 41,577 Other revenue 1,676 — — 1,676 Total revenues $ 1,924,442 $ 69,605 $ (57,988 ) $ 1,936,059 Operating income (loss) $ 66,262 $ 1,457 $ (37,542 ) $ 30,177 |
Quarterly Financial Data (Una51
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Interim Financial Results Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | The following table summarizes quarterly financial data for the years ended December 31, 2015 and 2014 (in thousands): 2015 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 477,769 $ 647,448 $ 625,566 $ 464,052 Gross profit $ 34,996 $ 38,301 $ 47,826 $ 36,395 Operating (loss) income $ (433 ) $ 3,674 $ 14,830 $ 7,946 Net income (loss) attributable to partners $ (2,966 ) $ 30 $ 10,163 $ 4,214 Basic earnings (loss) per common unit (a) $ (0.13 ) $ (0.01 ) $ 0.29 $ 0.11 Diluted earnings (loss) per common unit (a) $ (0.13 ) $ (0.01 ) $ 0.29 $ 0.11 2014 Quarter Ended March 31 June 30 September 30 December 31 Operating revenues $ 482,021 $ 763,845 $ 827,760 $ 581,987 Gross profit $ 16,667 $ 26,948 $ 36,294 $ 35,737 Operating income (loss) $ 5,486 $ 1,574 $ 8,430 $ (6,850 ) Net income (loss) attributable to partners $ 1,428 $ 1,892 $ 4,155 $ (13,637 ) Basic earnings (loss) per common unit (a) $ 0.07 $ 0.10 $ 0.21 $ (0.60 ) Diluted earnings (loss) per common unit (a) $ 0.07 $ 0.10 $ 0.21 $ (0.60 ) (a) Earnings (loss) per common unit amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts. |
Supplemental Cash Flow Inform52
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Operating Capital [Table Text Block] | In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands): Year Ended December 31, 2015 2014 2013 Decrease (increase): Accounts receivable $ 6,521 $ 2,619 $ (1,684 ) Accounts receivable from related parties 4,439 4,511 (8,377 ) Inventories 9,857 3,235 (2,085 ) Other current assets 1,952 38 (1,513 ) Other assets (1,356 ) (3,159 ) (396 ) Increase (decrease): Accounts payable (12,339 ) (20,438 ) 4,288 Motor fuel taxes payable (1,652 ) 2,553 (2,269 ) Accrued expenses and other current liabilities (11,100 ) 373 1,041 Other long-term liabilities 910 (101 ) (1,292 ) Changes in working capital, net of acquisitions $ (2,768 ) $ (10,369 ) $ (12,287 ) |
Schedule of Supplemental Cash Flow Information | Supplemental schedule of non-cash investing and financing activities (in thousands): Year Ended December 31, 2015 2014 2013 Sale of property and equipment in Section 1031 like-kind exchange transaction $ (322 ) $ (4,670 ) $ — Acquisition of equity investment in CST Fuel Supply funded by issuance of common units $ 384 $ — $ — Acquisition of property through foreclosure on note receivable $ 930 $ — $ — Removal of property and equipment and capital lease obligation for sales terminated from Getty lease $ (1,333 ) $ (1,613 ) $ (2,138 ) Changes in estimate of asset retirement obligations $ (591 ) $ 16,877 $ 1,087 Lessor direct costs incurred and deferred rent income recorded related to lease transaction between affiliate and unrelated third-party $ — $ — $ 1,700 Issuance of note payable in connection with purchase of sites $ — $ — $ 1,000 Issuance of note payable in connection with Rocky Top acquisition $ — $ — $ 26,250 Issuance of capital lease obligations and recognition of asset retirement obligation related to Getty lease $ — $ — $ 360 Management fee settled in CrossAmerica common units $ 7,200 $ — $ — Units issued to CST as consideration for the NTIs and the equity interest in CST Fuel Supply $ 163,292 $ — $ — Supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2015 2014 2013 Cash paid for interest $ 16,689 $ 14,134 $ 11,375 Cash paid for income taxes $ 5,023 (a) $ 632 $ 1,729 (a) Includes $2.6 million in income tax liabilities assumed in acquisitions. |
Termination Benefits Terminat53
Termination Benefits Termination Benefits (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Termination Benefits [Abstract] | |
Schedule of Expected Benefit Payments [Table Text Block] | A rollforward of the liability for severance and other termination benefits is as follows (in thousands): Balance at December 31, 2014 $ 2,357 Provision for termination benefits (included in general and administrative expenses) 2,373 Termination benefits paid (3,065 ) Balance at December 31, 2015 $ 1,665 |
Description of Business, Conc54
Description of Business, Concentration Risk and Other Disclosures - Description of Business Narrative (Details) | Jul. 01, 2015 | Nov. 04, 2015 | Jan. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 |
Organization And Basis Of Presentation [Line Items] | ||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 18.70% | |||||
Partnership Interest | ||||||
Organization And Basis Of Presentation [Line Items] | ||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 12.50% | 17.50% | 5.00% | 12.50% | 5.00% |
Description of Business, Conc55
Description of Business, Concentration Risk and Other Disclosures - Concentration Risk Narrative (Details) gal in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2015gal | Dec. 31, 2014gal | Dec. 31, 2013gal | |
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Concentration Risk, Exceed Threshold | 0 | ||||
Purchases Under Supply Agreements Volume | 884.6 | 869.5 | 586.3 | ||
Lehigh Gas Ohio LLC | Wholesale Distribution Volumes | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | 17.00% | |||
Lehigh Gas Ohio LLC | Rental Income | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 36.00% | ||||
CST Brands Inc. | Wholesale Distribution Volumes | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 7.00% | ||||
CST Brands Inc. | Rental Income | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 17.00% | ||||
Valero Energy Corporation | |||||
Concentration Risk [Line Items] | |||||
Purchases Under Supply Agreements Volume | 1,900 | ||||
CrossAmerica | ExxonMobil | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Supplier Percentage | 30.00% | ||||
CrossAmerica | BP Products | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Supplier Percentage | 26.00% | ||||
CrossAmerica | Motiva Enterprises | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Supplier Percentage | 26.00% | ||||
CST Brands Inc. | |||||
Concentration Risk [Line Items] | |||||
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 17.50% |
Significant Accounting Polici56
Significant Accounting Policies Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Standards Update 2015-17 | ||
Change in Accounting Estimate [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 0.5 | $ 0.7 |
Accounting Standards Update 2015-03 | ||
Change in Accounting Estimate [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 5.4 | $ 6.9 |
Acquisitions - Fuel Drop and NT
Acquisitions - Fuel Drop and NTI Purchase Narrative (Details) | Jul. 01, 2015USD ($)shares | Nov. 04, 2015 | Jul. 31, 2015USD ($)shares | Jan. 31, 2015USD ($)shares | May. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1,497,946 | |||||||||||||||
Business Combination, Consideration Transferred | $ 7,100,000 | |||||||||||||||
Number of Stores | 4 | 4 | ||||||||||||||
Lease Rate | 7.50% | |||||||||||||||
Revenues | $ 464,052,000 | $ 625,566,000 | $ 647,448,000 | $ 477,769,000 | $ 581,987,000 | $ 827,760,000 | $ 763,845,000 | $ 482,021,000 | $ 2,214,835,000 | $ 2,655,613,000 | $ 1,936,059,000 | |||||
Partnership Interest | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 12.50% | 17.50% | 5.00% | 12.50% | 5.00% | |||||||||||
Purchase of NTIs from CST | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 300,000 | |||||||||||||||
Business Combination, Consideration Transferred | $ 134,000,000 | |||||||||||||||
Number of Stores | 29 | |||||||||||||||
Payments to Acquire Productive Assets | $ 124,400,000 | |||||||||||||||
Lease Rate | 7.50% | |||||||||||||||
Revenues | $ 5,100,000 | $ 0 | ||||||||||||||
CST Fuel Supply | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3,303,208 | 1,500,000 | ||||||||||||||
Business Combination, Consideration Transferred | $ 110,900,000 | $ 60,000,000 | ||||||||||||||
Business Combination, Consideration Transferred, Other | 17,500,000 | |||||||||||||||
Excess Of Purchase Price Over Book Value Of Assets | 170,000,000 | |||||||||||||||
Contract Margin | $ 0.05 | |||||||||||||||
Net Assets | $ 0 |
Acquisitions - Acquisition of E
Acquisitions - Acquisition of Entities Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 31, 2016USD ($) | Jul. 31, 2015USD ($) | Feb. 28, 2015USD ($) | Jan. 31, 2015USD ($) | May. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jan. 06, 2016 | Feb. 17, 2015USD ($) | Jan. 01, 2015 | |
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 4 | 4 | |||||||||||||||||
Business Combination, Consideration Transferred | $ 7,100,000 | ||||||||||||||||||
Lease Rate | 7.50% | ||||||||||||||||||
Revenues | $ 464,052,000 | $ 625,566,000 | $ 647,448,000 | $ 477,769,000 | $ 581,987,000 | $ 827,760,000 | $ 763,845,000 | $ 482,021,000 | $ 2,214,835,000 | $ 2,655,613,000 | $ 1,936,059,000 | ||||||||
Goodwill, Transfers | 5,600,000 | ||||||||||||||||||
CST Fuel Supply | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 110,900,000 | $ 60,000,000 | |||||||||||||||||
Contract Margin | 0.05 | ||||||||||||||||||
Landmark Industries Stores | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 22 | ||||||||||||||||||
Business Combination, Consideration Transferred | 41,200,000 | ||||||||||||||||||
Contract Margin | 0.05 | ||||||||||||||||||
Revenues | 64,100,000 | ||||||||||||||||||
Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 64 | ||||||||||||||||||
Revenues | 229,200,000 | ||||||||||||||||||
Total consideration, net of cash acquired | 81,928,000 | 81,928,000 | $ 81,900,000 | ||||||||||||||||
Cash Acquired from Acquisition | $ 3,000,000 | ||||||||||||||||||
Goodwill, Transfers | 1,200,000 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 2,700,000 | ||||||||||||||||||
One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Consideration Transferred | 44,600,000 | ||||||||||||||||||
Revenues | $ 63,400,000 | $ 35,000,000 | |||||||||||||||||
Total consideration, net of cash acquired | $ 44,640,000 | ||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||||
Number Of Wholesale Fuel Supply Purchase Agreement Acquired | 9 | ||||||||||||||||||
Wholesale Fuel Distribution Rights | Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11,700,000 | ||||||||||||||||||
Wholesale Fuel Distribution Rights | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,400,000 | ||||||||||||||||||
Wholesale Fuel Supply Agreements | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,000,000 | ||||||||||||||||||
Building | Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||||||||||||||
Building | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||||||||||||||||||
Maximum | Equipment | Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 30 years | ||||||||||||||||||
Maximum | Equipment | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 30 years | ||||||||||||||||||
Minimum | Equipment | Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||||||||||
Minimum | Equipment | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||||||||||||
Wholesale | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 77 | 77 | |||||||||||||||||
Goodwill, Acquired During Period | $ 21,347,000 | ||||||||||||||||||
Goodwill, Transfers | 5,631,000 | ||||||||||||||||||
Wholesale | Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Goodwill, Acquired During Period | 8,200,000 | ||||||||||||||||||
Retail | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Goodwill, Acquired During Period | 19,146,000 | ||||||||||||||||||
Goodwill, Transfers | (5,631,000) | ||||||||||||||||||
Retail | Erickson | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Goodwill, Acquired During Period | $ 19,100,000 | ||||||||||||||||||
Company Operated Retail Site | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 41 | ||||||||||||||||||
Commission Agent Site | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 4 | ||||||||||||||||||
Quick Service Restaurant | One Stop | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 1 | ||||||||||||||||||
Subsequent Event | Holiday Stationstores | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 48,500,000 | ||||||||||||||||||
Subsequent Event | Company Operated Retail Site | Holiday Stationstores | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 31 | ||||||||||||||||||
WISCONSIN | Subsequent Event | Company Operated Retail Site | Holiday Stationstores | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 28 | ||||||||||||||||||
MINNESOTA | Subsequent Event | Company Operated Retail Site | Holiday Stationstores | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Stores | 3 | ||||||||||||||||||
Partnership Interest | CST Brands Inc. | CST Fuel Supply | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 12.50% | 5.00% |
Acquisitions Acquisitions - Fai
Acquisitions Acquisitions - Fair Value of Assets Acquired - Landmark Industries Stores (Details) - Landmark Industries Stores $ in Thousands | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Property and Equipment | $ 24,977 |
Other Assets | 3,147 |
Goodwill | 13,085 |
Total consideration | $ 41,209 |
Acquisitions Acquisitions - F60
Acquisitions Acquisitions - Fair Value of Assets and Liabilities Acquired - Erickson (Details) - Erickson - USD ($) $ in Thousands | Dec. 31, 2015 | Feb. 17, 2015 |
Business Acquisition [Line Items] | ||
Current assets (excluding inventories) | $ 4,202 | |
Inventories | 8,484 | |
Property and Equipment | 75,028 | |
Intangibles assets | 14,010 | |
Goodwill | 27,352 | |
Current liabilities | (16,233) | |
Deferred tax liabilities | (28,438) | |
Asset retirement obligations | (2,204) | |
Other liabilities | (273) | |
Total consideration, net of cash acquired | $ 81,928 | $ 81,900 |
Acquisitions Acquisition - Fair
Acquisitions Acquisition - Fair Value of Assets Acquired - One Stop (Details) - One Stop $ in Thousands | Jul. 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Current assets (excluding inventories) | $ 1,138 |
Inventories | 5,043 |
Property and Equipment | 40,651 |
Intangibles assets | 6,032 |
Goodwill | 0 |
Other Assets | 132 |
Current liabilities | (3,617) |
Asset retirement obligations | (1,421) |
Other liabilities | (3,318) |
Total consideration, net of cash acquired | $ 44,640 |
Acquisitions Acquisitions - Pro
Acquisitions Acquisitions - Pro Forma Transactions Occurred - Erickson and One Stop (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenues | $ 3,113,231 |
Net income | $ (13,181) |
Net Income (Loss), Per Outstanding General Partnership Unit, Net of Tax | $ / shares | $ (0.67) |
One Stop | |
Business Acquisition [Line Items] | |
Total revenues | $ 2,337,588 |
Net income | $ 10,513 |
Net Income (Loss), Per Outstanding General Partnership Unit, Net of Tax | $ / shares | $ 0.31 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of Stores | 4 | ||||
Business Combination, Consideration Transferred | $ 7,100 | ||||
Gain (Loss) on Disposition of Assets | $ 2,719 | $ 1,653 | $ 47 | ||
Assets Held-for-sale | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of Stores | 7 | 7 | 5 | ||
Assets Of Disposal Group Including Discontinued Operation Number Of Sites Sold | 1 | ||||
Business Combination, Consideration Transferred | $ 1,800 | ||||
Gain (Loss) on Disposition of Assets | $ 1,300 | ||||
Certain assets acquired through the PMI acquisition | Assets Held-for-sale | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Business Combination, Consideration Transferred | $ 3,100 | ||||
Gain (Loss) on Disposition of Assets | $ 1,500 |
- Schedule of Assets Held for S
- Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Long Lived Assets Held-for-sale [Line Items] | ||
Land | $ 251,632 | $ 153,181 |
Buildings and improvements | 255,273 | 176,839 |
Equipment and other | 203,521 | 111,285 |
Total | 722,959 | 454,838 |
Less accumulated depreciation | 94,395 | 63,339 |
Assets held for sale | 628,564 | 391,499 |
Assets Held-for-sale | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Land | 1,695 | 1,984 |
Buildings and improvements | 1,558 | 782 |
Equipment and other | 1,225 | 464 |
Total | 4,478 | 3,230 |
Less accumulated depreciation | 1,190 | 646 |
Assets held for sale | $ 3,288 | $ 2,584 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Revolving credit facility | $ 358,412 | $ 200,400 |
Receivables Receivables (Detail
Receivables Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Receivables [Abstract] | ||||
Accounts Receivable, Gross, Current | $ 22,348 | $ 39,086 | ||
Allowance for Doubtful Accounts Receivable | (1,090) | (754) | $ (136) | $ 0 |
Accounts Receivable, Net, Current | $ 21,258 | $ 38,332 |
Receivables Change in allowance
Receivables Change in allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Receivables [Abstract] | ||||
Allowance for Doubtful Accounts Receivable | $ 1,090 | $ 754 | $ 136 | $ 0 |
Allowance for Doubtful Accounts Receivable, Period Increase (Decrease) | 522 | 618 | 161 | |
Allowance for Doubtful Accounts Receivable, Write-offs | $ (186) | $ 0 | $ (25) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Convenience store merchandise | $ 11,354 | $ 6,829 |
Motor fuel | 4,385 | 5,240 |
Inventories | $ 15,739 | $ 12,069 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2013USD ($) | May. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | May. 01, 2013USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, net | $ 628,564 | $ 391,499 | ||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 94,395 | $ 63,339 | ||||
Number of Stores | 4 | |||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | $ 1,700 | |||||
Business Combination, Consideration Transferred | $ 7,100 | |||||
Capital Lease Obligations | 57,900 | 62,788 | $ 5,100 | |||
Propert and Equipment, Gross, Period Increase (Decrease) | $ 2,000 | (1,333) | (1,613) | $ (2,138) | ||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | $ 1,600 | |||||
Payments to Acquire Businesses, Gross | $ 600 | |||||
Sale Leaseback Transaction, Historical Cost | 58,400 | |||||
Sale Leaseback Transaction, Accumulated Depreciation | 17,000 | |||||
Sale Leaseback Transaction | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Capital Leased Assets, Gross | 54,000 | |||||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 12,500 | |||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 33,700 | $ 22,000 | $ 16,500 | |||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of Stores | 2 | |||||
Leasing Arrangement | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment, net | $ 509,800 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 251,632 | $ 153,181 |
Retail site buildings | 255,273 | 176,839 |
Leasehold improvements | 8,867 | 8,660 |
Equipment and other | 203,521 | 111,285 |
Construction in progress | 3,666 | 4,873 |
Property and equipment, at cost | 722,959 | 454,838 |
Accumulated depreciation and amortization | (94,395) | (63,339) |
Property and equipment, net | $ 628,564 | $ 391,499 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Goodwill | $ 80,821 | $ 40,328 |
Goodwill, Transfers | 5,600 | |
Wholesale | ||
Goodwill [Line Items] | ||
Goodwill | 61,548 | 34,570 |
Goodwill, Acquired During Period | 21,347 | |
Goodwill, Transfers | 5,631 | |
Retail | ||
Goodwill [Line Items] | ||
Goodwill | 19,273 | 5,758 |
Goodwill, Acquired During Period | 19,146 | |
Goodwill, Transfers | (5,631) | |
Consolidated Entities | ||
Goodwill [Line Items] | ||
Goodwill | 80,821 | $ 40,328 |
Goodwill, Acquired During Period | 40,493 | |
Goodwill, Transfers | $ 0 |
Intangible Assets Schedule of I
Intangible Assets Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 13,400 | $ 11,300 | $ 4,600 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 12,300 | ||
Finite-Lived Intangible Assets, Gross | 122,767 | 102,725 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (40,452) | (24,945) | |
Intangible assets, net | 82,315 | 77,780 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 12,200 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 11,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 8,700 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 8,500 | ||
Wholesale Fuel Supply Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 105,181 | 88,129 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (32,498) | (20,775) | |
Intangible assets, net | 72,683 | 67,354 | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 2,494 | 1,484 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,264) | (433) | |
Intangible assets, net | 1,230 | 1,051 | |
Covenant Not To Compete | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 3,911 | 2,951 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,600) | (776) | |
Intangible assets, net | 2,311 | 2,175 | |
Below Market Lease | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 11,181 | 10,161 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (5,090) | (2,961) | |
Intangible assets, net | $ 6,091 | $ 7,200 | |
10 year life | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
5 year life - Covenants | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
5 year life - above and below market leases | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 5 years |
Accrued Expenses and Other Lo73
Accrued Expenses and Other Long-Term Liabilities (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Buildings And Underground Storage Tanks | |
Asset Retirement Obligation [Line Items] | |
Property and Equipment, Useful Life | 30 years |
Accrued Expenses and Other Lo74
Accrued Expenses and Other Long-Term Liabilities Accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accruals expenses [Abstract] | ||
Deferred Compensation Share-based Arrangements, Liability, Current | $ 3,266 | $ 4,994 |
Accrued Professional Fees, Current | 804 | 1,243 |
Accrual for Taxes Other than Income Taxes, Current | 3,311 | 3,410 |
Management Fee Payable | 0 | 188 |
Interest Payable, Current | 898 | 569 |
Accrued Employee Benefits, Current | 1,561 | 2,357 |
Business Acquisition, Transaction Costs | 400 | 3,783 |
Other Accrued Liabilities, Current | 6,481 | 4,733 |
Accrued Liabilities, Current | $ 16,721 | $ 21,277 |
Accrued Expenses and Other Lo75
Accrued Expenses and Other Long-Term Liabilities Other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Accrued Environmental Loss Contingencies, Noncurrent | $ 1,850 | $ 702 |
Security Deposit | 7,176 | 6,543 |
Deferred Tax Assets Above Market Lease Liability | 6,691 | 5,365 |
Asset Retirement Obligations, Noncurrent | 23,165 | 19,104 |
Other Accrued Liabilities, Noncurrent | 3,657 | 3,432 |
Other Liabilities, Noncurrent | $ 42,539 | $ 35,146 |
Accrued Expenses and Other Lo76
Accrued Expenses and Other Long-Term Liabilities Asset Retirement Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Asset Retirement Obligation, Accretion Expense | $ 1,189 | $ 359 | |
Asset Retirement Obligation, Liabilities Settled | (321) | (550) | |
Asset Retirement Obligation | 23,484 | 19,109 | $ 2,151 |
Asset Retirement Obligation, Liabilities Incurred | 4,098 | 0 | |
Asset Retirement Obligation, Revision of Estimate | (591) | 17,149 | |
Asset Retirement Obligation, Current | 319 | 5 | |
Asset Retirement Obligations, Noncurrent | $ 23,165 | $ 19,104 |
Debt Debt - Narrative (Details)
Debt Debt - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 16,000 | $ 16,400 | |
Notes payable | $ 876 | $ 929 | |
Base Rate | Notes Payable to Banks | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||
CrossAmerica | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 100,000 | ||
Notes Payable, Other Payables [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 4.00% | ||
Notes payable | $ 1,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving Credit Facility Financial Covenants Combined Leverage Ratio | 5 | ||
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio | 2.75 | ||
Line of Credit Facility, Interest Rate at Period End | 3.06% |
- Long-Term Debt (Details)
- Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | May. 01, 2013 |
Debt Disclosure [Abstract] | |||
Revolving credit facility | $ 358,412 | $ 200,400 | |
Financing obligation associated with Rocky Top acquisition | 26,250 | 26,250 | |
Notes payable | 876 | 929 | |
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 385,538 | 227,579 | |
Lease financing obligations | 57,900 | 62,788 | $ 5,100 |
Total | 438,974 | 283,486 | |
Deferred finance costs, net | (4,464) | (6,881) | |
Less current portion | 8,342 | 29,083 | |
Noncurrent portion | $ 430,632 | $ 254,403 |
Debt Future principal payments
Debt Future principal payments due for the next five years (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Future principal payments due for the next five years Disclosure [Abstract] | ||
2,016 | $ 5,555 | |
2,017 | 5,457 | |
2,018 | 6,164 | |
2,019 | 363,812 | |
2,020 | 4,550 | |
Total | $ (385,538) | $ (227,579) |
Debt Credit Facility - Narrativ
Debt Credit Facility - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||
Line of Credit Facility, Increase (Decrease), Net | $ 100 | |
Letters of Credit Outstanding, Amount | 16 | $ 16.4 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 550 | |
Debt, Weighted Average Interest Rate | 3.06% | |
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | |
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio | 2.75 | |
Swing-Line Loans | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Increase (Decrease), Net | $ 10 | |
Standby Letters of Credit | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Increase (Decrease), Net | $ 45 | |
Maximum | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | |
Maximum | Senior Notes | ||
Debt Instrument [Line Items] | ||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 3 | |
Maximum | Thereafter December 31, 2014 | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 4.50 | |
Maximum | Two Quarters Following Closing of Material Acquisition | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5 | |
Maximum | Upon issuance of Qualified Senior Notes | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5.50 | |
Minimum | Senior Notes | ||
Debt Instrument [Line Items] | ||
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio | 2.75 | |
Minimum | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Face Amount | $ 175 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20 |
Lease Financing Obligations a81
Lease Financing Obligations and Operating Leases (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Operating Leased Assets [Line Items] | |||
Operating Leases, Rent Expense, Contingent Rentals | $ 1.3 | $ 1 | $ 1 |
Getty Realty Corporation | |||
Operating Leased Assets [Line Items] | |||
Operating Leases, Rent Expense, Contingent Rentals | $ 1 | ||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||
Lease Extended Period Of Lease | 20 years | ||
Number Of Gas Stations Leased | 105 | ||
Number Of Additional Sites Added In Lease Agreement | 25 | ||
Percentage Increase Annual Fixed Rent Payments | 1.50% | ||
Lease Initial Term Capital Expenditures Requirement | 3 years 6 months | ||
Number Of Leases Terminated | 18 | ||
Lease Agreement Termination Description | 4 | ||
Gain (Loss) on Sale of Loans and Leases | $ 0.4 | $ 0.2 |
Lease Financing Obligations a82
Lease Financing Obligations and Operating Leases Future minimum lease payments under lease financing obligations (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Lease [Abstract] | |
2,016 | $ 6,091 |
2,017 | 5,999 |
2,018 | 6,051 |
2,019 | 6,172 |
2,020 | 6,199 |
Thereafter | 57,538 |
Total future minimum lease payments | 88,050 |
Less interest component | 29,208 |
Present value of minimum lease payments | 58,842 |
Current portion | 2,787 |
Long-term Portion | 56,055 |
Deferred finance costs, net | 942 |
Capital Lease Obligation, Net of Deferred Financing Costs, Noncurrent | $ 55,113 |
Lease Financing Obligations a83
Lease Financing Obligations and Operating Leases Future minimum lease payments under operating leases as lessee (Details) - Operating Leases of Sites as Lessee $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,016 | $ 18,086 |
2,017 | 16,735 |
2,018 | 14,799 |
2,019 | 13,202 |
2,020 | 10,984 |
Thereafter | 48,362 |
Total future minimum lease payments | $ 122,168 |
Lease Financing Obligations a84
Lease Financing Obligations and Operating Leases Future minimum lease payments under non-cancelable operating leases as lessor (Details) - Operating Leases of Sites as Lessor $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,016 | $ 56,862 |
2,017 | 53,161 |
2,018 | 46,889 |
2,019 | 43,774 |
2,020 | 42,398 |
Thereafter | 235,149 |
Total future minimum lease payments | 478,233 |
Third Parties | |
Operating Leased Assets [Line Items] | |
2,016 | 24,364 |
2,017 | 20,418 |
2,018 | 13,846 |
2,019 | 10,448 |
2,020 | 8,790 |
Thereafter | 27,077 |
Total future minimum lease payments | 104,943 |
CST Brands Inc. | |
Operating Leased Assets [Line Items] | |
2,016 | 14,483 |
2,017 | 14,483 |
2,018 | 14,483 |
2,019 | 14,483 |
2,020 | 14,483 |
Thereafter | 62,756 |
Total future minimum lease payments | 135,171 |
Dunne Manning Inc | |
Operating Leased Assets [Line Items] | |
2,016 | 18,015 |
2,017 | 18,260 |
2,018 | 18,560 |
2,019 | 18,843 |
2,020 | 19,125 |
Thereafter | 145,316 |
Total future minimum lease payments | $ 238,119 |
Environmental Matters Narrative
Environmental Matters Narrative (Details) $ in Millions | Dec. 31, 2015USD ($) |
Environmental Matters [Abstract] | |
Recorded Third-Party Environmental Recoveries, Amount | $ 2.8 |
Environmental Matters Partnersh
Environmental Matters Partnership's Environmental Liabilities Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Environmental Matters [Abstract] | ||||
Assets held for sale | $ 628,564 | $ 391,499 | ||
Accrual for Environmental Loss Contingencies | $ 1,074 | $ 1,238 | ||
Accrual for Environmental Loss Contingencies, Provision for New Losses | 1,228 | 0 | ||
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Acquisitions and Divestitures | 0 | 150 | ||
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Revision in Estimates | 781 | 30 | ||
Accrual for Environmental Loss Contingencies, Payments | (330) | (344) | ||
Accrual for Environmental Loss Contingencies | $ 1,074 | $ 1,238 | 2,753 | 1,074 |
Accrued Environmental Loss Contingencies, Current | 903 | 372 | ||
Accrued Environmental Loss Contingencies, Noncurrent | $ 1,850 | $ 702 |
Environmental Matters Predecess
Environmental Matters Predecessor Entity’s environmental liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Loss Contingencies [Line Items] | |||
Accrual for Environmental Loss Contingencies | $ 2,753 | $ 1,074 | $ 1,238 |
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Revision in Estimates | 781 | 30 | |
Accrual for Environmental Loss Contingencies, Payments | 330 | 344 | |
Predecessor | |||
Loss Contingencies [Line Items] | |||
Accrual for Environmental Loss Contingencies | 7,027 | $ 7,584 | |
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Revision in Estimates | 539 | ||
Accrual for Environmental Loss Contingencies, Payments | $ (1,096) |
Environmental Matters Environme
Environmental Matters Environmental Matters - Indemnification Assets (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Environmental Exit Cost [Line Items] | |
Recorded Third-Party Environmental Recoveries, Amount | $ 2,800 |
Predecessor | |
Environmental Exit Cost [Line Items] | |
Recorded Third-Party Environmental Recoveries Receivable | 1,400 |
Recorded State Funds Environmental Recoveries Amount | 3,038 |
Recorded Insurance Coverage Environmental Recoveries Amount | 580 |
Recorded Third-Party Environmental Recoveries, Amount | $ 5,018 |
Related Party - Narrative (Deta
Related Party - Narrative (Details) - USD ($) | Jul. 16, 2015 | Jul. 01, 2015 | Jun. 19, 2015 | Jul. 31, 2015 | Jan. 31, 2015 | Feb. 19, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,497,946 | ||||||||||
Management Fee Payable | $ 0 | $ 188,000 | $ 0 | $ 188,000 | |||||||
Partners' Capital Account, Units, Sold in Public Offering | 200,000 | 4,600,000 | |||||||||
Cost of Services, Environmental Remediation | 1,300,000 | 1,400,000 | $ 300,000 | ||||||||
Income from CST Fuel Supply Equity | 10,528,000 | 0 | 0 | ||||||||
Leasehold Rent Expense | $ 300,000 | ||||||||||
CST Brands Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 10 years | ||||||||||
Accounts Payable, Related Parties | 2,300,000 | $ 2,300,000 | |||||||||
Accounts Receivable, Related Parties | 2,200,000 | 2,200,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,800,000 | ||||||||||
Business Combination, Consideration Transferred, Other | 17,500,000 | ||||||||||
CrossAmerica | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aircraft Rental and Landing Fees | 300,000 | 100,000 | |||||||||
Lehigh Gas Ohio LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts Receivable, Related Parties | $ 7,300,000 | 10,300,000 | $ 7,300,000 | 10,300,000 | |||||||
Amended and Restated Omnibus Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management Fees Revenue | 15,300,000 | 2,500,000 | |||||||||
Topper And Entities | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Aircraft Rental and Landing Fees | $ 100,000 | $ 200,000 | 200,000 | ||||||||
Omnibus Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management Fee Expense | $ 6,100,000 | $ 6,600,000 | |||||||||
Subsequent Event | CrossAmerica | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management Fees Revenue | $ 856,000 | ||||||||||
CST Fuel Supply | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,303,208 | 1,500,000 | |||||||||
Business Combination, Consideration Transferred, Other | $ 17,500,000 | ||||||||||
Partnership Interest | CST Fuel Supply | CST Brands Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 12.50% | 5.00% |
Related-Party Transactions Rela
Related-Party Transactions Related Party Transactions - CST (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Revenues from fuel sales to CST | $ 458,731 | $ 764,509 | $ 1,015,121 |
Fuel Sales And Transportation | CST Brands Inc. | |||
Related Party Transaction [Line Items] | |||
Revenues from fuel sales to CST | 135,813 | 13,186 | |
Other Income | CST Brands Inc. | |||
Related Party Transaction [Line Items] | |||
Rental income from CST | $ 9,319 | $ 413 |
Related-Party Transactions Re91
Related-Party Transactions Related Party Transactions - DMS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transaction [Line Items] | |||
Revenues from fuel sales to CST | $ 458,731 | $ 764,509 | $ 1,015,121 |
Lehigh Gas Ohio LLC | |||
Related Party Transaction [Line Items] | |||
Revenues from fuel sales to CST | 322,918 | 676,210 | |
Rental income from related parties | $ 19,362 | $ 20,404 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, gal in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)gal | Dec. 31, 2014USD ($)gal | Dec. 31, 2013USD ($)gal | |
Entity Information [Line Items] | |||
Purchases Under Supply Agreements Volume | gal | 884.6 | 869.5 | 586.3 |
Accrued Environmental Loss Contingencies, Noncurrent | $ | $ 2,753 | $ 1,074 | $ 1,238 |
Commitments and Contingencies F
Commitments and Contingencies Future Minimum Volume Purchase Requirements (Details) gal in Thousands | Dec. 31, 2015gal |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitment Minimum Volume Requirement In Next Twelve Months | 464,140 |
Purchase Commitment Minimum Volume Requirement In Second Year | 398,377 |
Purchase Commitment Minimum Volume Requirement In Third Year | 361,666 |
Purchase Commitment Minimum Volume Requirement In Fourth Year | 349,549 |
Purchase Commitment Minimum Volume Requirement In Fifth Year | 305,149 |
Purchase Commitment Minimum Volume Requirement After Fifth Year | 2,087,600 |
Long-term Purchase Commitment, Minimum Volume Required | 3,966,481 |
Partners' Capital - Narrative (
Partners' Capital - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 16, 2015USD ($)shares | Jul. 01, 2015shares | Jun. 19, 2015USD ($)shares | Nov. 04, 2015 | Mar. 31, 2015shares | Jan. 31, 2015shares | Feb. 19, 2016$ / shares | Dec. 31, 2015USD ($)$ / shares | Sep. 30, 2015$ / shares | Jun. 30, 2015$ / shares | Dec. 31, 2014$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 26, 2015shares |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,497,946 | ||||||||||||||
Partners' Capital Account, Units, Sale of Units | 90,671 | ||||||||||||||
Partners' Capital Account, Units, Sold in Public Offering | 200,000 | 4,600,000 | |||||||||||||
Stock Repurchase Program, Authorized Amount | $ | $ 25,000 | $ 25,000 | |||||||||||||
Proceeds from Issuance of Common Limited Partners Units | $ | $ 6,400 | $ 138,500 | $ 144,939 | $ 135,032 | $ 91,370 | ||||||||||
Number of Stores | 4 | 4 | |||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ / shares | $ 0.5775 | $ 0.5625 | $ 0.5475 | $ 0.4375 | |||||||||||
Partnership Interest | |||||||||||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 12.50% | 17.50% | 5.00% | 12.50% | 5.00% | ||||||||||
Purchase of NTIs from CST | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 338,098 | ||||||||||||||
Number of Stores | 29 | 29 | |||||||||||||
Subsequent Event | |||||||||||||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $ / shares | $ 0.5925 | ||||||||||||||
Accounts Payable | |||||||||||||||
Common Unit, Issued | 145,056 | 114,256 |
Partners' Capital Unit Repurcha
Partners' Capital Unit Repurchase Program (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / shares | |
Unit Repurchase Program [Abstract] | |||
Total number of units purchased | shares | 154,158 | 154,158 | |
Average Price Paid per Unit | $ / shares | $ 23.37 | $ 23.37 | $ 23.37 |
Total Cost of Units Purchased | $ 3,603,071 | $ 3,603,071 | $ (3,603,000) |
Amount Remaining under the Program | $ 21,396,929 | $ 21,396,929 | $ 21,396,929 |
Partners' Capital Distributions
Partners' Capital Distributions (Details) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 3 Months Ended | |||
Feb. 19, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Distributions | |||||
Record Date | Nov. 18, 2015 | Sep. 4, 2015 | Jun. 15, 2015 | ||
Payment Date | Nov. 25, 2015 | Sep. 11, 2015 | Jun. 19, 2015 | ||
Cash Distribution (per unit) | $ 0.5775 | $ 0.5625 | $ 0.5475 | $ 0.4375 | |
Cash Distribution (in millions) | $ 19.2 | $ 18.6 | $ 13.4 | ||
Subsequent Event | |||||
Distributions | |||||
Record Date | Feb. 12, 2016 | ||||
Payment Date | Feb. 24, 2016 | ||||
Cash Distribution (per unit) | $ 0.5925 | ||||
Cash Distribution (in millions) | $ 19.6 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity-Based Compensation [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,505,000 | ||
Compensation Expense - Phantom Units | $ 3,000 | $ 11,400 | $ 3,100 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 3,102 | ||
Accrued Share-Based Compensation Cost | $ 3,300 | 5,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 163,000 | ||
Equity-based employee and director compensation expense | $ 5,119 | 11,958 | 3,162 |
Fair Value - Phantom Units | 0 | 600 | $ 300 |
Incremental Charge Recorded On Vesting Of Shares | 4,500 | ||
Members Of Board Of Directors | Phantom Share Units (PSUs) [Member] | |||
Equity-Based Compensation [Line Items] | |||
Fair Value - Phantom Units | 400 | $ 700 | |
Amended and Restated Omnibus Agreement | |||
Equity-Based Compensation [Line Items] | |||
Equity-based employee and director compensation expense | $ 2,200 | ||
President | |||
Equity-Based Compensation [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,077 | ||
Management | |||
Equity-Based Compensation [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,088 |
Equity-Based Compensation - Gra
Equity-Based Compensation - Grants of equity-based awards (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Phantom Share Units (PSUs) [Member] | |
Equity-Based Compensation [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 44,979 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 33.16 |
Profits Interests [Member] | |
Equity-Based Compensation [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 34,728 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 33.58 |
Equity-Based Compensation Phant
Equity-Based Compensation Phantom Unit Vesting (Details) - Phantom Share Units (PSUs) [Member] - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 11,476,000 | 6,141,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 11,476,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | (6,141,000) |
Net Income per Limited Partn100
Net Income per Limited Partnership Unit - Narrative (Details) | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Equity Method Investments and Joint Ventures [Abstract] | |
General Partner Incentive Percentage Of Limited Partner Distribution | 15.00% |
General Partner Incentive Threshold From Limited Partner Distribution Per Unit | $ 0.5031 |
- Schedule of Reconciliation of
- Schedule of Reconciliation of Net Income and Allocation of Net Income to Limited Partners' Interest for Purposes of Computing Net Income per Limited Partner Unit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Numerator: | ||||||
Distributions paid | $ 66,094,000 | $ 41,463,000 | $ 25,998,000 | |||
Denominator: | ||||||
Weighted average limited partnership units outstanding-basic | 21,462,665 | 12,402,938 | 7,731,471 | |||
Common Units | ||||||
Numerator: | ||||||
Distributions paid | [1] | $ 47,798,000 | $ 25,544,000 | $ 12,999,000 | ||
Allocation of distributions in excess of net income | [2] | 40,356,000 | 29,532,000 | 3,842,000 | ||
Limited partners' interest in net income (loss) -basic | 7,442,000 | (3,988,000) | 9,157,000 | |||
Adjustment for phantom units | 9,000 | 0 | 29,000 | |||
Limited partners' interest in net income (loss) -diluted | $ 7,451,000 | $ (3,988,000) | $ 9,186,000 | |||
Denominator: | ||||||
Weighted average limited partnership units outstanding-basic | 21,462,665 | 12,402,938 | 7,731,471 | |||
Adjustment for phantom units | 98,738 | 0 | 48,886 | |||
Weighted average limited partnership units outstanding-diluted | 21,561,403 | 12,402,938 | 7,780,357 | |||
Net income per limited partnership unit-basic | $ 0.35 | $ (0.32) | $ 1.18 | |||
Net income per limited partnership unit-diluted | $ 0.35 | $ (0.32) | $ 1.18 | |||
Subordinated Units | ||||||
Numerator: | ||||||
Distributions paid | [1] | $ 16,781,000 | $ 15,652,000 | $ 12,999,000 | ||
Allocation of distributions in excess of net income | [2] | 14,172,000 | 18,071,000 | 4,086,000 | ||
Limited partners' interest in net income (loss) -basic | 2,609,000 | (2,419,000) | 8,913,000 | |||
Adjustment for phantom units | 0 | 0 | 0 | |||
Limited partners' interest in net income (loss) -diluted | $ 2,609,000 | $ (2,419,000) | $ 8,913,000 | |||
Denominator: | ||||||
Weighted average limited partnership units outstanding-basic | 7,525,000 | 7,525,000 | 7,525,000 | |||
Adjustment for phantom units | 0 | 0 | 0 | |||
Weighted average limited partnership units outstanding-diluted | 7,525,000 | 7,525,000 | 7,525,000 | |||
Net income per limited partnership unit-basic | $ 0.35 | $ (0.32) | $ 1.18 | |||
Net income per limited partnership unit-diluted | $ 0.35 | $ (0.32) | $ 1.18 | |||
Quarterly | ||||||
Denominator: | ||||||
Distribution per common and subordinated units(c) | $ 2.2300 | $ 2.0800 | $ 1.7273 | |||
[1] | Distributions paid per unit were $2.2300, $2.0800 and $1.7273 during the years ended December 31, 2015, 2014 and 2013, respectively. | |||||
[2] | Allocation of distributions in excess of net income is based on a pro rata proportion to the common and subordinated units as outlined in the Partnership Agreement. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tax Credit Carryforward [Line Items] | |||||
Deferred Tax Liabilities, Net | $ 73,127 | $ 50,855 | $ 73,127 | $ 50,855 | |
Entity Not Subject to Income Taxes, Difference in Bases, Amount | 12,600,000 | 3,700,000 | 12,600,000 | 3,700,000 | |
Total income tax benefit | (3,542,000) | (1,354,000) | $ (1,716,000) | ||
Consolidated income (loss) from continuing operations before income taxes - all domestic | 7,920,000 | (7,525,000) | 16,354,000 | ||
Deferred Tax Assets, Valuation Allowance | 5,428 | 5,675 | 5,428 | 5,675 | |
Deferred Tax Assets, Deferred Income | (247,000) | (1,972,000) | (1,543,000) | ||
Deferred Tax Assets, Net | 43,609 | 22,946 | $ 43,609 | 22,946 | |
Preliminary Purchase Price Allocation | |||||
Tax Credit Carryforward [Line Items] | |||||
Deferred Tax Liabilities, Net | 19,900,000 | 19,900,000 | |||
Deferred Tax Assets, Net | 5,200,000 | $ 5,200,000 | |||
Quarterly | |||||
Tax Credit Carryforward [Line Items] | |||||
Dividends | $ 2.2300 | $ 2.0800 | $ 1.7273 |
Income Taxes Difference between
Income Taxes Difference between the Actual Income Tax Provision and Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Consolidated income (loss) from continuing operations before income taxes - all domestic | $ 7,920 | $ (7,525) | $ 16,354 |
(Income) loss from continuing operations before income taxes of non-taxable entities | (18,409) | 325 | (15,638) |
Income (loss) from continuing operations before income taxes of corporate entities | (10,489) | (7,200) | 716 |
Federal income taxes at statutory rate | (3,566) | (2,448) | 244 |
Increase (decrease) due to: | |||
Nondeductible expenses | 198 | 3,094 | 0 |
Change in valuation allowance | (247) | (1,972) | (1,543) |
State income taxes, net of federal income tax benefit | (343) | (28) | (417) |
Other | 416 | 0 | 0 |
Total income tax benefit | $ (3,542) | $ (1,354) | $ (1,716) |
Income Taxes Components of Inco
Income Taxes Components of Income Tax Expense Related to Net Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax - Schedule of Provision Disclosure [Abstract] | |||
Current Federal Tax Expense (Benefit) | $ 1,630 | $ 141 | $ 1,111 |
Current State and Local Tax Expense (Benefit) | 944 | 265 | 121 |
Current Income Tax Expense (Benefit) | 2,574 | 406 | 1,232 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Deferred Federal Income Tax Expense (Benefit) | (4,279) | (1,963) | (2,329) |
Deferred State and Local Income Tax Expense (Benefit) | (1,837) | 203 | (619) |
Deferred Income Tax Expense (Benefit) | (6,116) | (1,760) | (2,948) |
Income tax benefit | $ (3,542) | $ (1,354) | $ (1,716) |
Income Taxes Income Taxes - Com
Income Taxes Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred income tax assets: | ||
Deferred rent expense | $ 747 | $ 241 |
Above market lease liability | 1,516 | 2,053 |
Lease financing obligations | 23,129 | 24,737 |
Asset retirement obligations | 7,619 | 6,057 |
Other assets | 1,935 | 496 |
Total deferred income tax assets | 34,946 | 33,584 |
Less: Valuation allowance | (5,428) | (5,675) |
Net deferred income tax assets | 29,518 | 27,909 |
Deferred income tax liabilities: | ||
Deferred rent income | 781 | 271 |
Property and equipment | 57,566 | 39,563 |
Intangibles | 13,078 | 10,650 |
Other | 1,702 | 371 |
Total deferred income tax liabilities | 73,127 | 50,855 |
Net deferred income tax liabilities | $ 43,609 | $ 22,946 |
Income Taxes Changes in the val
Income Taxes Changes in the valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 5,675 | $ 7,093 | $ 9,893 |
Charged to costs and expense | (247) | (1,418) | (1,543) |
Charged to other accounts | 0 | 0 | (1,257) |
Balance at end of period | $ 5,428 | $ 5,675 | $ 7,093 |
Income Taxes Schedule of Differ
Income Taxes Schedule of Difference Between Actual Income Tax Provision and Income Taxes Computed by Applying U.S. Federal Statutory Rate to Earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | $ 7,920 | $ (7,525) | $ 16,354 |
Income Loss From Continuing Operations Before Income Taxes Of Non Taxable Entities | (18,409) | 325 | (15,638) |
Income Loss From Continuing Operations Before Income Taxes Of Subsidiary | (10,489) | (7,200) | 716 |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | (3,566) | (2,448) | 244 |
Increase Decrease In Income Tax Expense Benefit [Abstract] | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 198 | 3,094 | 0 |
Change in valuation allowance | (247) | (1,972) | (1,543) |
State income taxes, net of federal income tax benefit | (343) | (28) | (417) |
Other | 416 | 0 | 0 |
Income tax benefit | $ (3,542) | $ (1,354) | $ (1,716) |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | ||
Number of Reportable Segments | 2 | |
Number of Stores | 4 | |
Wholesale | ||
Segment Reporting Information [Line Items] | ||
Number of Stores | 77 |
- Reportable Segments (Details)
- Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues from fuel sales to external customers | $ 2,000,760 | $ 2,553,472 | $ 1,892,806 | ||||||||
Intersegment revenues from fuel sales | 0 | 0 | 0 | ||||||||
Revenues from food and merchandise sales | 158,826 | 57,603 | |||||||||
Rent income | 53,995 | 43,258 | 41,577 | ||||||||
Other revenue | 1,254 | 1,280 | 1,676 | ||||||||
Total revenues | 2,214,835 | 2,655,613 | 1,936,059 | ||||||||
Income from CST Fuel Supply Equity | 10,528 | 0 | 0 | ||||||||
Operating income (loss) | $ 7,946 | $ 14,830 | $ 3,674 | $ (433) | $ (6,850) | $ 8,430 | $ 1,574 | $ 5,486 | 26,017 | 8,640 | 30,177 |
Wholesale | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from fuel sales to external customers | 1,492,425 | 2,104,128 | 1,824,568 | ||||||||
Intersegment revenues from fuel sales | 359,294 | 204,276 | 57,988 | ||||||||
Revenues from food and merchandise sales | 0 | 0 | |||||||||
Rent income | 49,134 | 38,498 | 40,210 | ||||||||
Other revenue | 1,254 | 837 | 1,676 | ||||||||
Total revenues | 1,902,107 | 2,347,739 | 1,924,442 | ||||||||
Income from CST Fuel Supply Equity | 10,528 | ||||||||||
Operating income (loss) | 92,826 | 73,451 | 66,262 | ||||||||
Retail | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from fuel sales to external customers | 508,335 | 449,344 | 68,238 | ||||||||
Intersegment revenues from fuel sales | 0 | 0 | 0 | ||||||||
Revenues from food and merchandise sales | 158,826 | 57,603 | |||||||||
Rent income | 4,861 | 4,760 | 1,367 | ||||||||
Other revenue | 0 | 443 | 0 | ||||||||
Total revenues | 672,022 | 512,150 | 69,605 | ||||||||
Income from CST Fuel Supply Equity | 0 | ||||||||||
Operating income (loss) | 19,010 | 7,246 | 1,457 | ||||||||
Unallocated [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues from fuel sales to external customers | 0 | 0 | 0 | ||||||||
Intersegment revenues from fuel sales | (359,294) | (204,276) | (57,988) | ||||||||
Revenues from food and merchandise sales | 0 | 0 | |||||||||
Rent income | 0 | 0 | 0 | ||||||||
Other revenue | 0 | 0 | 0 | ||||||||
Total revenues | (359,294) | (204,276) | (57,988) | ||||||||
Income from CST Fuel Supply Equity | 0 | ||||||||||
Operating income (loss) | $ (85,819) | $ (72,057) | $ (37,542) |
Quarterly Financial Data (Un110
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||||
Interim Financial Results Disclosure [Abstract] | |||||||||||||||||||
Revenues | $ 464,052 | $ 625,566 | $ 647,448 | $ 477,769 | $ 581,987 | $ 827,760 | $ 763,845 | $ 482,021 | $ 2,214,835 | $ 2,655,613 | $ 1,936,059 | ||||||||
Gross Profit | 36,395 | 47,826 | 38,301 | 34,996 | 35,737 | 36,294 | 26,948 | 16,667 | 157,518 | 115,646 | 72,228 | ||||||||
Operating income (loss) | 7,946 | 14,830 | 3,674 | (433) | (6,850) | 8,430 | 1,574 | 5,486 | 26,017 | 8,640 | 30,177 | ||||||||
Consolidated net income (loss) | $ 4,214 | $ 10,163 | $ 30 | $ (2,966) | $ (13,637) | $ 4,155 | $ 1,892 | $ 1,428 | $ 11,462 | $ (6,171) | $ 18,070 | ||||||||
Earnings Per Share, Basic | $ 0.11 | [1] | $ 0.29 | [1] | $ (0.01) | [1] | $ (0.13) | [1] | $ (0.60) | [1] | $ 0.21 | [1] | $ 0.10 | [1] | $ 0.07 | [1] | $ 0.35 | $ (0.32) | $ 1.18 |
Earnings Per Share, Diluted | $ 0.11 | [1] | $ 0.29 | [1] | $ (0.01) | [1] | $ (0.13) | [1] | $ (0.60) | [1] | $ 0.21 | [1] | $ 0.10 | [1] | $ 0.07 | [1] | $ 0.35 | $ (0.32) | $ 1.18 |
[1] | Earnings (loss) per common unit amounts are computed independently for each of the quarters presented. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual earnings per share amounts. |
- Changes in Current Assets and
- Changes in Current Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Decrease (increase) in Operating Assets: | |||
Accounts receivable | $ 6,521 | $ 2,619 | $ (1,684) |
Accounts receivable from related parties | 4,439 | 4,511 | (8,377) |
Inventories | 9,857 | 3,235 | (2,085) |
Other current assets | 1,952 | 38 | (1,513) |
Other assets | (1,356) | (3,159) | (396) |
Increase (Decrease) in Operating Liabilities: | |||
Accounts payable | (12,339) | (20,438) | 4,288 |
Motor fuel taxes payable | (1,652) | 2,553 | (2,269) |
Accrued expenses and other current liabilities | (11,100) | 373 | 1,041 |
Other long-term Liabilities | 910 | (101) | (1,292) |
Changes in working capital | $ (2,768) | $ (10,369) | $ (12,287) |
Supplemental Cash Flow Infor112
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Information [Abstract] | |||
Cash paid for interest | $ 16,689 | $ 14,134 | $ 11,375 |
Cash paid for income taxes | $ 5,023 | $ 632 | $ 1,729 |
Supplemental Cash Flow Infor113
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental Cash Flow Information [Abstract] | ||||
Sale of property and equipment in Section 1031 like-kind exchange transaction | $ (322) | $ (4,670) | $ 0 | |
Noncash or Part Noncash Acquisition, Investments Acquired | 384 | 0 | 0 | |
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 930 | 0 | 0 | |
Terminated capital lease obligations | $ 2,000 | (1,333) | (1,613) | (2,138) |
Increase (Decrease) in Asset Retirement Obligations | (591) | 16,877 | 1,087 | |
Share-based Goods and Nonemployee Services Transaction, Stockholders' Equity | 7,200 | 0 | 0 | |
Increase (Decrease) in Lease Acquisition Costs | 0 | 0 | 1,700 | |
Notes Issued | 0 | 0 | 1,000 | |
Increase Decrease In Non Cash Issuance Of Long Term Debt | 0 | 0 | 26,250 | |
Increase Decrease In Capital Lease Obligations And Asset Retirement Obligations | 0 | 0 | 360 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 163,292 | $ 0 | $ 0 |
Termination Benefits - Narrativ
Termination Benefits - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Termination Benefits [Abstract] | ||
Deferred Compensation Liability, Current | $ 2,600 | |
Postemployment Benefits Liability | $ 1,665 | $ 2,357 |
Termination Benefits Termina115
Termination Benefits Termination Benefits (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Termination Benefits [Abstract] | |
Balance at December 31, 2014 | $ 2,357 |
Provision for termination benefits (included in general and administrative expenses) | 2,373 |
Termination benefits paid | (3,065) |
Balance at December 31, 2015 | $ 1,665 |