CrossAmerica Partners (CAPL) 10-Q 8 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 03, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	CrossAmerica Partners LP
Entity Central Index Key	1,538,849
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Trading Symbol	CAPL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		33,984,970

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 1,566	$ 1,350
Accounts receivable, net of allowances of $476 and $487, respectively	23,930	29,251
Accounts receivable from related parties	14,994	12,975
Inventories	12,020	13,164
Assets held for sale	2,496	2,111
Other current assets	7,168	6,556
Total current assets	62,174	65,407
Property and equipment, net	634,718	677,329
Intangible assets, net	68,989	80,760
Goodwill	89,109	89,109
Other assets	22,499	19,384
Total assets	877,489	931,989
Current liabilities:
Current portion of debt and capital lease obligations	2,884	2,100
Accounts payable	37,785	34,903
Accounts payable to related parties	16,289	9,958
Accrued expenses and other current liabilities	19,210	15,705
Motor fuel taxes payable	12,081	12,467
Total current liabilities	88,249	75,133
Debt and capital lease obligations, less current portion	454,773	465,119
Deferred tax liabilities, net	39,952	42,923
Asset retirement obligations	28,155	27,750
Other long-term liabilities	97,085	100,253
Total liabilities	708,214	711,178
Commitments and contingencies
Partners’ Capital
Common units—(33,984,970 and 33,524,952 units issued and outstanding at September 30, 2017 and December 31, 2016, respectively)	169,569	221,044
General Partner’s interest	0	0
Total Partners’ Capital	169,569	221,044
Noncontrolling interests	(294)	(233)
Total equity	169,275	220,811
Total liabilities and equity	$ 877,489	$ 931,989

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Statement Of Financial Position [Abstract]
Account receivable allowance	$ 476	$ 487
Shares issued	33,984,970	33,524,952
Shares outstanding	33,984,970	33,524,952

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Operating revenues	$ 544,092	$ 487,950	$ 1,542,167	$ 1,368,334
Costs of sales	502,517	448,812	1,421,524	1,251,491
Gross profit	41,575	39,138	120,643	116,843
Income from CST Fuel Supply equity interests	3,752	4,022	11,185	12,318
Operating expenses:
Operating expenses	15,371	14,224	46,853	45,754
General and administrative expenses	5,994	6,142	23,731	18,068
Depreciation, amortization and accretion expense	14,049	13,432	42,675	40,594
Total operating expenses	35,414	33,798	113,259	104,416
Gain on sales of assets, net	2,371	631	2,013	525
Operating income	12,284	9,993	20,582	25,270
Other income (expense), net	121	(59)	366	375
Interest expense	(7,102)	(5,634)	(20,599)	(16,403)
Income before income taxes	5,303	4,300	349	9,242
Income tax expense (benefit)	966	1,308	(1,686)	851
Net income	4,337	2,992	2,035	8,391
Less: net income (loss) attributable to noncontrolling interests	4	3	(1)	9
Net income attributable to limited partners	4,333	2,989	2,036	8,382
IDR distributions	(1,115)	(877)	(3,162)	(2,456)
Net income (loss) available to limited partners	$ 3,218	$ 2,112	$ (1,126)	$ 5,926
Net income (loss) per limited partner unit:
Basic earnings per common unit	$ 0.09	$ 0.06	$ (0.03)	$ 0.18
Diluted earnings per common unit	$ 0.09	$ 0.06	$ (0.03)	0.18
Basic and diluted earnings per subordinated unit				$ 0.18
Weighted-average limited partner units:
Basic common units	33,931,056	33,366,380	33,773,964	31,714,462
Diluted common units	33,937,702	33,391,096	33,773,964	31,766,802
Basic and diluted subordinated units				1,537,956
Total diluted common and subordinated units	33,937,702	33,391,096	33,773,964	33,304,758
Distribution paid per common and subordinated unit	$ 0.6225	$ 0.6025	$ 1.8525	$ 1.7925
Distribution declared (with respect to each respective period) per common and subordinated unit	$ 0.6275	$ 0.6075	$ 1.8675	$ 1.8075
Supplemental information:
(a) Includes excise taxes of:	$ 19,704	$ 19,698	$ 58,351	$ 59,902
(a) Includes revenues from fuel sales to related parties of:	101,190	99,891	281,611	280,330
(a) Includes rental income of:	21,644	19,752	65,090	59,634
(b) Includes rental expense of:	$ 4,876	$ 5,103	$ 14,593	$ 14,870

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 2,035	$ 8,391
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation, amortization and accretion expense	42,675	40,594
Amortization of deferred financing fees	1,278	1,106
Amortization of below market leases, net	57	150
Provision for losses on doubtful accounts	46	93
Deferred income taxes	(2,971)	69
Equity-based employees and directors compensation expense	1,889	2,597
Amended Omnibus Agreement fees settled in common units	9,900	7,600
Gain on sales of assets, net	(2,013)	(525)
Erickson working capital adjustment		335
Changes in working capital, net of acquisitions	13,542	3,288
Net cash provided by operating activities	66,438	63,698
Cash flows from investing activities:
Proceeds from sale of property and equipment	23,900	610
Capital expenditures	(10,175)	(11,567)
Principal payments received on notes receivable	345	214
Refund payment related to the sale by CST of California and Wyoming assets		17,528
Cash paid in connection with acquisitions, net of cash acquired	(2,779)	(94,173)
Cash paid to CST in connection with acquisitions		(2,900)
Net cash provided by (used in) investing activities	11,291	(90,288)
Cash flows from financing activities:
Borrowings under the revolving credit facility	88,840	178,270
Repayments on the revolving credit facility	(98,856)	(82,182)
Repurchases of common units		(3,252)
Payments of long-term debt and capital lease obligations	(1,509)	(1,772)
Payments of sale leaseback obligations	(635)	(541)
Payment of deferred financing fees	(6)
Contributions from parent company	329
Distributions paid on distribution equivalent rights	(15)	(34)
Distributions paid to holders of the IDRs	(3,162)	(2,456)
Distributions paid to noncontrolling interests	(60)	(85)
Distributions paid on common and subordinated units	(62,439)	(59,653)
Net cash (used in) provided by financing activities	(77,513)	28,295
Net increase in cash	216	1,705
Cash at beginning of period	1,350	1,192
Cash at end of period	$ 1,566	$ 2,897

Description of Business and Oth

Description of Business and Other Disclosures	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Description of Business and Other Disclosures	Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES CST’s Merger CST entered into the Merger Agreement dated as of August 21, 2016, with Circle K and Merger Sub. On June 28, 2017, Merger Sub merged with and into CST, at which time the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an indirect, wholly owned subsidiary of Circle K. As a result of the Merger, Circle K indirectly owns all of the membership interests in our General Partner, as well as a 20.8% limited partner interest in the Partnership and all of the IDRs of the Partnership. Circle K, through its indirect ownership interest in the sole member of our General Partner, has the ability to appoint all of the members of the Board and to control and manage our operations and activities. Description of Business Our business consists of: • the wholesale distribution of motor fuels; • the retail distribution of motor fuels to end customers at retail sites operated by commission agents or us; • the owning or leasing of retail sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the retail sites; and • the operation of retail sites. The financial statements reflect the consolidated results of the Partnership and its wholly owned subsidiaries. Our primary operations are conducted by the following consolidated wholly owned subsidiaries: • LGW, which distributes motor fuels on a wholesale basis and generates qualified income under Section 7704(d) of the Internal Revenue Code; • LGPR, which functions as the real estate holding company of CrossAmerica and holds assets that generate rental income that is qualifying under Section 7704(d) of the Internal Revenue Code; and • 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 LGWS generally is not qualifying income under Section 7704(d) of the Internal Revenue Code. In 2015, we issued our common units as consideration in the purchase of equity interests in CST Fuel Supply and the real property associated with certain of CST’s NTI retail sites. In addition, we also issued, and may continue to issue, our common units as payment to Circle K for charges and expenses incurred by us under the Amended Omnibus Agreement. There is no obligation for CST or our General Partner to accept common units representing limited partner interests in lieu of cash for amounts due under the Amended Omnibus Agreement. CST also acquired our common units through open market purchases from September 2015 through December 2015. At September 30, 2017, Circle K indirectly owned 20.8% of our limited partner interests. Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2016 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. Use of Estimates The preparation of 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. Significant Accounting Policies There have been no material changes to the significant accounting policies described in our Form 10-K. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09– Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02– Leases (Topic 842). In October 2016, the FASB issued ASU 2016-16– Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. In January 2017, the FASB issued ASU 2017-01– Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued ASU 2017-04– Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Certain other new financial accounting pronouncements have become effective for our financial statements but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures. Concentration Risk For the nine months ended September 30, 2017 and 2016, we distributed approximately 14% and 17% of our total wholesale distribution volumes to DMS and its affiliates and DMS and its affiliates accounted for approximately 23% and 27% of our rental income, respectively. For the nine months ended September 30, 2017 and 2016, we distributed 8% of our total wholesale distribution volume to CST retail sites that are not supplied by CST Fuel Supply and received 22% and 21% of our rental income from CST, respectively. For more information regarding transactions with DMS and its affiliates and CST, see Note 8. For the nine months ended September 30, 2017 and 2016, we received 9% of our rental income from a lessee dealer that operates certain of the retail sites acquired through the PMI and One Stop acquisitions. For the nine months ended September 30, 2017, our wholesale business purchased approximately 28%, 27% and 17% of its motor fuel from ExxonMobil, BP and Motiva, respectively. For the nine months ended September 30, 2016, our wholesale business purchased approximately 29%, 24% and 23% of its motor fuel from ExxonMobil, BP and Motiva (Shell), respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the nine months ended September 30, 2017 and 2016. Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented. During the nine months ended September 30, 2017 and 2016, CST Fuel Supply purchased approximately 1.3 billion and 1.4 billion gallons of motor fuel from Valero, respectively.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Acquisitions	Note 2. ACQUISITIONS On August 4, 2017, we entered into a definitive asset purchase agreement (the “Purchase Agreement”), by and among (i) CrossAmerica, (ii) Jet-Pep, Inc., and (iii) other persons listed as signatories in the Purchase Agreement (collectively the “Sellers”). Pursuant to the Purchase Agreement, we have agreed to purchase the real property and the fuel supply business of 92 fee simple sites, and the leasehold interest in 5 leased real property sites; and the fuel supply business to four independent dealers, all located in Alabama (“Acquired Assets”), for an aggregate cash consideration of $72.3 million (the “Purchase Price”), subject to certain closing adjustments. We also agreed to assume certain liabilities and pay for the value of the petroleum inventory contained in the retail sites. Circle K also entered into a definitive asset purchase agreement with the Sellers. The closing of the purchase of the Acquired Assets and the closing of the purchase by Circle K of certain related retail and terminaling assets from the Sellers (the “Circle K Agreements”), are mutually conditioned upon each other. We paid a deposit of $2.8 million in the third quarter of 2017. The closing of the transaction is expected to occur in the fourth quarter of 2017, and is subject to the satisfaction or waiver of customary closing conditions. The Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties, and termination and closing conditions. We and the Sellers have generally agreed to indemnify each other for breaches of the representations, warranties and covenants contained in the Purchase Agreement, subject to survival period limitations and a general indemnification cap for the Sellers in the amount of $6.5 million in the aggregate for Sellers’ liabilities under the Purchase Agreement and the Circle K Agreements.

Assets Held for Sale

Assets Held for Sale	9 Months Ended
	Sep. 30, 2017
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]
Assets Held for Sale	Note 3. ASSETS HELD FOR SALE We have classified four sites as held for sale at September 30, 2017 and December 31, 2016. These assets are expected to be sold within a year of the date they were initially classified as held for sale. Assets held for sale were as follows (in thousands): September 30, December 31, 2017 2016 Land $ 1,741 $ 882 Buildings and site improvements 1,608 1,054 Equipment and other 489 702 Total 3,838 2,638 Less accumulated depreciation (1,342 ) (527 ) Assets held for sale $ 2,496 $ 2,111 During the three and nine months ended September 30, 2017, as approved by the conflicts committee of our Board, we sold 28 properties to DMR for $16.6 million, resulting in a $0.5 million loss. Three additional properties and approximately $3.0 million of proceeds remain in escrow, as of September 30, 2017 until certain conditions are met. These sites were generally sites at which we did not supply fuel or represented vacant land. During the three and nine months ended September 30, 2017, we sold 2 properties as a result of the FTC’s requirements associated with the Merger for $6.7 million, resulting in a gain of $2.2 million. In addition, Couche-Tard agreed to reimburse us for the tax liability incurred on the required sale, resulting in additional proceeds of $0.3 million, which was accounted for as a contribution to partners’ capital. During the three and nine months ended September 30, 2017, DMS renewed its contract with one of its customers, triggering a $0.8 million earn-out payment by DMS to us under a contract entered into with DMS at the time of CST acquiring our General Partner in October 2014, which was recorded as a gain.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Inventories	Note 4. INVENTORIES Inventories consisted of the following (in thousands): September 30, December 31, 2017 2016 Retail site merchandise $ 7,715 $ 8,374 Motor fuel 4,305 4,790 Inventories $ 12,020 $ 13,164

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
Property Plant And Equipment [Abstract]
Property and Equipment	Note 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2017 2016 Land $ 270,740 $ 280,400 Buildings and site improvements 334,705 346,834 Leasehold improvements 9,721 9,095 Equipment and other 171,208 169,245 Construction in progress 3,720 3,173 Property and equipment, at cost 790,094 808,747 Accumulated depreciation and amortization (155,376 ) (131,418 ) Property and equipment, net $ 634,718 $ 677,329

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2017
Intangible Assets Net Excluding Goodwill [Abstract]
Intangible Assets	Note 6. Intangible assets consisted of the following (in thousands): September 30, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 118,201 $ (53,607 ) $ 64,594 $ 118,201 $ (44,298 ) $ 73,903 Trademarks 1,094 (807 ) 287 1,094 (685 ) 409 Covenant not to compete 4,131 (3,095 ) 1,036 4,131 (2,503 ) 1,628 Below market leases 11,401 (8,329 ) 3,072 12,081 (7,261 ) 4,820 Total intangible assets $ 134,827 $ (65,838 ) $ 68,989 $ 135,507 $ (54,747 ) $ 80,760

Debt

Debt	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Debt	Note 7. DEBT Our balances for long-term debt and capital lease obligations are as follows (in thousands): September 30, December 31, 2017 2016 $550 million revolving credit facility $ 431,484 $ 441,500 Note payable 779 822 Capital lease obligations 27,728 28,455 Total debt and capital lease obligations 459,991 470,777 Current portion 2,884 2,100 Noncurrent portion 457,107 468,677 Deferred financing fees (2,334 ) (3,558 ) Noncurrent portion, net of deferred financing fees $ 454,773 $ 465,119 Our $550 million revolving credit facility is secured by substantially all of our assets. Letters of credit outstanding at September 30, 2017 and December 31, 2016 totaled $6.5 million, which reduce our availability under the credit facility. The amount of availability at September 30, 2017 under the revolving credit facility, after taking into account debt covenant restrictions, was $53.7 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. Financial Covenants and Interest Rate We are required to comply with certain financial covenants under the credit facility. We are required to maintain a total leverage ratio (as defined in the credit facility) for the most recently completed four fiscal quarters of less than or equal to 4.50 : 1.00, except for periods following a material acquisition, generally defined as an acquisition with a purchase price of at least $30.0 million. The total leverage ratio shall not exceed 5.00 : 1.00 for the first three full fiscal quarters following the closing of a material acquisition. If we issued Qualified Senior Notes (as defined in the credit facility) in the aggregate principal amount of $175.0 million or greater, the ratio shall not exceed 5.50 : 1.00. If we issued Qualified Senior Notes of $175.0 million or greater, we are also required to maintain a senior leverage ratio (as defined in the credit facility) of less than or equal to 3.00 : 1.00 and a consolidated interest coverage ratio (as defined in the credit facility) of at least 2.75 : 1.00. As of September 30, 2017, we were in compliance with these financial covenants. Outstanding borrowings under the revolving credit facility bear interest at LIBOR plus a margin of 3.00%. Our borrowings had an effective interest rate of 4.24% as of September 30, 2017.

Related-Party Transactions

Related-Party Transactions	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Related-Party Transactions	Note 8. RELATED-PARTY TRANSACTIONS Transactions with CST Fuel Sales and Rental Income We sell wholesale motor fuel under a master fuel distribution agreement to 48 CST retail sites and lease real property on 73 retail sites to CST under a master lease agreement each having initial 10-year terms. The fuel distribution agreement provides us with a fixed wholesale mark-up per gallon. The master lease agreement is a triple net lease. Revenues from wholesale fuel sales and real property rental income from CST were as follows (in thousands): For the Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues from motor fuel sales to CST $ 36,449 $ 31,738 $ 100,683 $ 87,819 Rental income from CST $ 4,262 $ 4,207 $ 12,823 $ 12,841 Accounts receivable from CST for fuel amounted to $3.5 million and $3.2 million at September 30, 2017 and December 31, 2016, respectively. Amended Omnibus Agreement and Management Fees We incurred $2.9 million and $3.9 million for the three months ended September 30, 2017 and 2016 and $11.5 million and $12.1 million for the nine months ended September 30, 2017 and 2016, respectively, including incentive compensation costs and non-cash stock-based compensation expense under the Amended Omnibus Agreement, which are recorded as a component of operating expenses and general and administrative expenses in the statement of operations. Amounts payable to CST were $16.3 million and $10.0 million at September 30, 2017 and December 31, 2016, respectively. The amounts payable at September 30, 2017 include separation benefits associated with the Merger and equity compensation expense associated with CST stock-based awards. See Note 15 for additional information. Common Units Issued to CST as Consideration for Amounts Due Under the Terms of the Amended Omnibus Agreement As approved by the independent conflicts committee of the Board, the Partnership and CST mutually agreed to settle, from time to time, some or all of the amounts due under the terms of the Amended Omnibus Agreement in newly issued common units representing limited partner interests in the Partnership. We issued the following common units to CST as consideration for amounts due under the terms of the Amended Omnibus Agreement: Period Date of Issuance Number of Common Units Issued Quarter ended December 31, 2016 February 28, 2017 171,039 Quarter ended March 31, 2017 May 10, 2017 128,983 Quarter ended June 30, 2017 August 9, 2017 124,003 Quarter ended September 30, 2017 * 126,491 * Expected to be issued on November 10, 2017 CST Fuel Supply Equity Interests CST Fuel Supply provides wholesale motor fuel distribution to the majority of CST’s legacy U.S. retail sites at cost plus a fixed markup per gallon. We owned a 17.5% total interest in CST Fuel Supply at September 30, 2017 and 2016. We account for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply equity” on our statement of operations, which amounted to $3.8 million and $4.0 million for the three months ended September 30, 2017 and 2016, respectively, and $11.2 million and $12.3 million for the nine months ended September 30, 2017 and 2016, respectively. In connection with the Merger, the Federal Trade Commission (FTC) approved a final order requiring the divestiture by CST of certain retail fuel stations. As a result, in September 2017, 61 sites were sold to a third party and removed from the fuel distribution agreement between CST Marketing and Supply, a wholly-owned subsidiary of CST Fuel Supply, and CST Services, a wholly owned subsidiary of Circle K, and CST Marketing and Supply no longer supplies fuel to such sites. To compensate for the decrease in the amount of motor fuels sold by CST Marketing and Supply, CST Services agreed to purchase at least 114.9 million gallons annually (the “Annual Commitment”) in addition to the volumes continued to be sold under the fuel distribution agreement to retail fuel stations that remain with CST after the divestiture. In addition, should CST Services fail to purchase all or a portion of the Annual Commitment, CST Services has agreed to make monthly payments to CST Marketing and Supply in the amount of the seller’s margin of 5 cents per gallon under the fuel distribution agreement multiplied by the number of gallons not physically sold pursuant to the Annual Commitment. Consequently, the Partnership, by virtue of its 17.5% ownership interest in CST Fuel Supply, the 100% owner of CST Marketing and Supply, will continue to receive its share from the volumes sold to the 61 retail sites prior to the FTC mandated divestiture. This agreement continues until the fuel distribution agreement between CST Marketing and Supply and CST Services is terminated, which had an initial term of 10 years expiring in December 2024. In July 2016, CST provided a refund payment to us related to our 17.5% interest in CST Fuel Supply resulting from the sale by CST of 79 retail sites in California and Wyoming to 7-Eleven, Inc. and its wholly-owned subsidiary, SEI Fuel Services, Inc., to which CST Fuel Supply no longer supplies motor fuel. The purpose of the refund payment was to make us whole for the decrease in the value of our interest in CST Fuel Supply arising from sales volume decreases. The total refund payment received by us, as approved by the independent conflicts committee of the Board and by the executive committee of the board of directors of CST, was approximately $18.2 million ($17.5 million in cash with the remainder in CrossAmerica common units owned by CST) and was accounted for as a contribution to equity. Purchase of Fuel from CST We purchase the fuel supplied to 32 retail sites from CST Fuel Supply of which we own a 17.5% interest, and resell the wholesale motor fuel to independent dealers and sub-wholesalers. We purchased $6.2 million and $5.7 million of motor fuel from CST Fuel Supply for the three months ended September 30, 2017 and 2016, and $17.9 million and $14.7 million for the nine months ended September 30, 2017 and 2016, respectively, in connection with these retail sites. IDR and Common Unit Distributions We distributed $1.1 million and $0.9 million to CST related to its ownership of our IDRs and $4.3 million and $3.9 million related to its ownership of our common units during the three months ended September 30, 2017 and 2016, respectively. We distributed $3.2 million and $2.5 million to CST related to its ownership of our IDRs and $12.6 million and $11.5 million related to its ownership of our common units during the nine months ended September 30, 2017 and 2016, respectively. Income Tax Reimbursement As discussed in Note 3, we sold 2 properties during the three and nine months ended September 30, 2017 as a result of the FTC’s requirements associated with Couche-Tard’s acquisition of CST. Couche-Tard agreed to reimburse us for the tax liability incurred on the required sale, resulting in additional proceeds of $0.3 million, which was accounted for as a contribution to partners’ capital. Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS and its affiliates were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenues from motor fuel sales to DMS and its affiliates $ 64,741 $ 68,153 $ 180,928 $ 192,511 Rental income from DMS and its affiliates $ 4,739 $ 5,037 $ 14,472 $ 16,250 Accounts receivable from DMS and its affiliates totaled $10.3 million and $8.6 million at September 30, 2017 and December 31, 2016, respectively. Revenues from rental income from Topstar were $0.2 million and $0.4 million for the three and nine months ended September 30, 2017 and 2016, respectively. CrossAmerica leases real estate from certain entities affiliated with Joseph V. Topper, Jr., director of the Board. Rent expense paid to these entities was $0.2 million for the three months ended September 30, 2017 and 2016 and $0.7 million and $0.6 million for the nine months ended September 30, 2017 and 2016, respectively. As discussed in Note 3, DMS renewed its contract with one of its customers, triggering a $0.8 million earn-out payment by DMS to us under a contract entered into with DMS at the time of CST acquiring our General Partner in October 2014. Also as discussed in Note 3, we sold 28 properties to DMR during the three and nine months ended September 30, 2017 for $16.6 million. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are performed by a related party of Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.4 million and $0.3 million for the three months ended September 30, 2017 and 2016 and $1.3 million and $1.2 million for the nine months ended September 30, 2017 and 2016, respectively. Principal Executive Offices Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from CST that CST leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board. The management fee charged by CST to us under the Amended Omnibus Agreement incorporates this rental expense, which amounted to $0.2 million for the three months ended September 30, 2017 and 2016 and $0.5 million and $0.4 million for the nine months ended September 30, 2017 and 2016, respectively.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 9. COMMITMENTS AND CONTINGENCIES Litigation Matters We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record 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. We were a co-defendant, together with our General Partner, CST and CST Services, in a lawsuit brought by Charles Nifong, a former employee of CST Services who, until March 2015, provided services to us as Chief Investment Officer and Vice President of Finance (Court of Common Pleas, Lehigh County, Pennsylvania, case number 2015-1003). Following CST’s acquisition of our General Partner, the plaintiff alleged breach of contract and associated claims relating to his termination of employment and claimed severance benefits under the EICP. The trial occurred in early October and the decision by the jury was to award Mr. Nifong a total of $1.7 million. Such amount was recorded in general and administrative expenses for the three and nine months ended September 30, 2017. Under the EICP, we were also obligated to pay reasonable legal expenses incurred by the plaintiff in connection with this dispute, which we expensed as incurred. The Partnership incurred total legal fees related to this case of $0.6 million for the nine months ended September 30, 2017. Environmental Matters Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us, and are still the responsibility of the Predecessor Entity. Under the Amended Omnibus Agreement, the Predecessor Entity must indemnify us for any costs or expenses that it 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. The Predecessor Entity’s environmental liabilities and indemnification assets associated with contributed sites amounted to $4.4 million and $2.8 million at September 30, 2017 and $6.1 million and $5.1 million at December 31, 2016, respectively.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10. FAIR VALUE MEASUREMENTS General We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. The following is a description of the three hierarchy levels. Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Active markets are considered to be those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2—Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in inactive markets. Level 3—Unobservable inputs are not corroborated by market data. This category is comprised of financial and non-financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies using significant inputs that are generally less readily observable from objective sources. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2017 or 2016. As further discussed in Note 11, we have accrued for unvested phantom units and vested and unvested profits interests as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. Such fair value measurements are deemed Level 1 measurements. Financial Instruments The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of September 30, 2017 and 2016 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values of $431.5 million as of September 30, 2017 and $441.5 million as of December 31, 2016, due to the frequency with which interest rates are reset and the consistency of the market spread.

Equity-Based Compensation

Equity-Based Compensation	9 Months Ended
	Sep. 30, 2017
Equity Based Compensation [Abstract]
Equity-Based Compensation	Note 11. EQUITY-BASED COMPENSATION Overview We record equity-based compensation as a component of general and administrative expenses in the statements of operations. Compensation expense was $0.2 million and $0.7 million for the three months ended September 30, 2017 and 2016, and $1.9 million and $2.6 million for the nine months ended September 30, 2017 and 2016, respectively. Partnership Equity-Based Awards Under the Plan, the Partnership granted 1,233 phantom units in June 2017 to an employee of CST who provides services to the Partnership; such phantom units will vest in equal annual installments on the first, second and third anniversaries of the date of grant and this award was accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units Since we grant awards to employees of CST who provide services to us under the Amended Omnibus Agreement, and since the grants may be settled in cash, unvested phantom units and vested and unvested profits interests receive fair value variable accounting treatment. As such, they are measured at fair value at each balance sheet reporting date and the cumulative compensation cost recognized is classified as a liability, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. The balance of the accrual at September 30, 2017 and December 31, 2016 totaled $0.8 million and $1.8 million, respectively. CST Awards CST granted equity-based awards of approximately 47,000 and 102,000 in the form of time vested restricted stock units of CST, stock options of CST and market share units of CST for the nine months ended September 30, 2017 and 2016, respectively, which were granted to certain employees of CST for services rendered on our behalf. Expense associated with these awards that was charged to us under the Amended Omnibus Agreement was $0.1 million and $0.3 million for the three months ended September 30, 2017 and 2016 and $1.6 million and $1.3 million for the nine months ended September 30, 2017 and 2016, respectively. At the completion of the Merger, each CST stock option, restricted stock unit and market share unit that was outstanding immediately prior to the completion of the Merger, excluding the CST restricted stock units granted in February 2017, whether vested or unvested, became fully vested and converted into the right to receive a cash payment as defined in the Merger Agreement. The Partnership was allocated a $0.4 million charge upon the accelerated vesting of these awards, included in the expense amounts for the nine months ended September 30, 2017 set forth above. At the completion of the Merger, each award of CST restricted stock units that was granted in February 2017 converted into the right to receive a cash payment as defined in the Merger Agreement, but such award will remain subject to the same vesting terms and payment schedule as those set forth in the original restricted stock unit award agreement; provided that such award will vest in full upon an involuntary termination of employment without cause, or termination for “Good Reason,” or termination due to death, “Disability” or “Retirement.” Unrecognized compensation expense associated with CST restricted stock units granted in February 2017 amounted to $0.7 million as of September 30, 2017, which will be recognized over the vesting term through January 2020. Awards to Members of the Board In November 2016, the Partnership granted 5,364 phantom units to non-employee directors of the Board as a portion of director compensation. Such awards vested upon the Merger. In August 2017, the Partnership granted 10,539 phantom units to non-employee directors of the Board as a portion of director compensation. Such awards vest over one year and this award was accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units. The liability for these awards at September 30, 2017 and December 31, 2016 was not significant. The associated compensation expense was not significant for the three months ended September 30, 2017 and 2016 and $0.2 million for the nine months ended September 30, 2017 and 2016.

Net Income Per Limited Partner

Net Income Per Limited Partner Unit	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Net Income Per Limited Partner Unit	Note 12. NET INCOME PER LIMITED PARTNER UNIT In addition to the common units, we have identified the IDRs as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income as specified in the Partnership Agreement. Net income per unit applicable to limited partners is computed by dividing the limited partners’ interest in net income (loss), after deducting the IDRs, by the weighted-average number of outstanding common units. The following tables provide a reconciliation of net income (loss) and weighted-average units used in computing basic and diluted net income (loss) per limited partner unit for the following periods (in thousands, except unit and per unit amounts): For the Three Months Ended September 30, 2017 2016 Common Units Subordinated Units Common Units Subordinated Units Numerator: Distributions paid (a) $ 21,079 $ — $ 20,125 $ — Allocation of distributions in excess of net income (b) (17,861 ) — (18,013 ) — Limited partners’ interest in net income - basic and diluted $ 3,218 $ — $ 2,112 $ — Denominator: Weighted average limited partnership units outstanding - basic 33,931,056 — 33,366,380 — Adjustment for phantom units 6,646 — 24,716 — Weighted average limited partnership units outstanding - diluted 33,937,702 — 33,391,096 — Net income per limited partnership unit - basic $ 0.09 $ — $ 0.06 $ — Net income per limited partnership unit - diluted $ 0.09 $ — $ 0.06 $ — For the Nine Months Ended September 30, 2017 2016 Common Units Subordinated Units Common Units Subordinated Units Numerator: Distributions paid (a) $ 62,439 $ — $ 55,194 $ 4,459 Allocation of distributions in excess of net income (loss) (b) (63,565 ) — (49,542 ) (4,185 ) Limited partners’ interest in net income (loss) - basic and diluted $ (1,126 ) $ — $ 5,652 $ 274 Denominator: Weighted average limited partnership units outstanding - basic 33,773,964 — 31,714,462 1,537,956 Adjustment for phantom units — — 52,340 — Weighted average limited partnership units outstanding - diluted (c) 33,773,964 — 31,766,802 1,537,956 Net income (loss) per limited partnership unit - basic $ (0.03 ) $ — $ 0.18 $ 0.18 Net income (loss) per limited partnership unit - diluted $ (0.03 ) $ — $ 0.18 $ 0.18 (a) Distributions paid per unit were $0.6225 and $0.6025 during the three months ended September 30, 2017 and 2016, and $1.8525 and $1.7925 during the nine months ended September 30, 2017 and 2016, 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. ( c ) Excludes 18,217 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the nine months ended September 30, 2017. Distributions Distribution activity for 2017 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2016 February 6, 2017 February 13, 2017 $ 0.6125 $ 20,534 March 31, 2017 May 8, 2017 May 15, 2017 $ 0.6175 $ 20,826 June 30, 2017 August 7, 2017 August 14, 2017 $ 0.6225 $ 21,079 September 30, 2017 November 6, 2017 November 13, 2017 $ 0.6275 $ 21,326 The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Note 13. INCOME TAXES As a limited partnership, we are not subject to federal and state income taxes, however our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income, which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unit holder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any period presented. Certain activities that generate non-qualifying income are conducted through LGWS. LGWS is a tax paying corporate subsidiary of ours that is subject to federal and state income taxes. Current and deferred income taxes are recognized on the earnings of LGWS. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. We recorded income tax expense of $1.0 million and $1.3 million for the three months ended September 30, 2017 and 2016 and an income tax benefit of $1.7 million and income tax expense of $0.9 million for the nine months ended September 30, 2017 and 2016, respectively, as a result of the income generated or losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS is subject to income tax.

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Segment Reporting	Note 14. SEGMENT REPORTING We conduct our business in two segments: 1) the Wholesale segment and 2) the Retail segment. The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers, independent dealers, commission agents, DMS, CST and company operated retail sites. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers. Similar to lessee dealers, we have motor fuel distribution agreements with DMS and CST and collect rent from both. The Retail segment includes the sale of convenience merchandise items, the retail sale of motor fuel at company operated retail sites and the retail sale of motor fuel at retail sites operated by commission agents. A commission agent is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our Wholesale segment, we also generate revenues through leasing or subleasing real estate in our Retail segment. As part of our evaluation of the economic performance of our retail sites, we will from time to time convert company owned retail sites from our Retail segment to lessee dealers in our Wholesale segment. As a result, we no longer generate revenues from the retail sale of motor fuel or merchandise at these stores subsequent to the date of conversion and we no longer incur retail operating expenses related to these retail sites. However, we continue to supply these retail sites with motor fuel on a wholesale basis pursuant to the fuel supply contract with the lessee dealer. Further, we continue to own/lease the property and earn rental income under lease/sublease agreements with the lessee dealers under triple net leases. The lessee dealer owns all motor fuel and convenience merchandise and retains all gross profit on such operating activities. Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on sales of assets, net, and the elimination of the Retail segment’s intersegment cost of revenues from motor fuel sales against the Wholesale segment’s intersegment revenues from motor fuel sales. The profit in ending inventory generated by the intersegment motor fuel sales is also eliminated. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data. The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended September 30, 2017 Revenues from fuel sales to external customers $ 400,296 $ 93,285 $ — $ 493,581 Intersegment revenues from fuel sales 69,504 — (69,504 ) — Revenues from food and merchandise sales — 28,366 — 28,366 Rent income 20,008 1,636 — 21,644 Other revenue 501 — — 501 Total revenues $ 490,309 $ 123,287 $ (69,504 ) $ 544,092 Income from CST Fuel Supply Equity $ 3,752 $ — $ — $ 3,752 Operating income (loss) $ 27,533 $ 2,409 $ (17,658 ) $ 12,284 Three Months Ended September 30, 2016 Revenues from fuel sales to external customers $ 348,702 $ 87,318 $ — $ 436,020 Intersegment revenues from fuel sales 63,126 — (63,126) — Revenues from food and merchandise sales — 31,507 — 31,507 Rent income 18,344 1,408 — 19,752 Other revenue 671 — — 671 Total revenues $ 430,843 $ 120,233 $ (63,126 ) $ 487,950 Income from CST Fuel Supply Equity $ 4,022 $ — $ — $ 4,022 Operating income (loss) $ 27,030 $ 1,893 $ (18,930 ) $ 9,993 Wholesale Retail Unallocated Consolidated Nine Months Ended September 30, 2017 Revenues from fuel sales to external customers $ 1,122,903 $ 272,289 $ — $ 1,395,192 Intersegment revenues from fuel sales 200,147 — (200,147 ) — Revenues from food and merchandise sales 80,077 — 80,077 Rent income 60,008 5,082 — 65,090 Other revenue 1,808 — — 1,808 Total revenues $ 1,384,866 $ 357,448 $ (200,147 ) $ 1,542,167 Income from CST Fuel Supply Equity $ 11,185 $ — $ — $ 11,185 Operating income (loss) $ 80,863 $ 4,092 $ (64,373 ) $ 20,582 Nine Months Ended September 30, 2016 Revenues from fuel sales to external customers $ 958,943 $ 253,057 $ — $ 1,212,000 Intersegment revenues from fuel sales 178,772 — (178,772) — Revenues from food and merchandise sales — 95,253 — 95,253 Rent income 55,540 4,094 — 59,634 Other revenue 1,447 — — 1,447 Total revenues $ 1,194,702 $ 352,404 $ (178,772 ) $ 1,368,334 Income from CST Fuel Supply Equity $ 12,318 $ — $ — 12,318 Operating income (loss) $ 76,971 $ 6,291 $ (57,992 ) $ 25,270

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	9 Months Ended
	Sep. 30, 2017
Supplemental Cash Flow Elements [Abstract]
Supplemental Cash Flow Information	Note 15. 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): For the Nine Months Ended September 30, 2017 2016 Decrease (increase): Accounts receivable $ 5,183 $ 941 Accounts receivable from related parties (1,492 ) (2,281 ) Inventories 674 5,515 Other current assets 166 (1,249 ) Other assets (2,509 ) (3,484 ) Increase (decrease): Accounts payable 2,882 2,055 Accounts payable to related parties 5,576 (1,021 ) Motor fuel taxes payable (386 ) 1,117 Accrued expenses and other current liabilities 3,270 (1,644) Other long-term liabilities 178 3,339 Changes in working capital, net of acquisitions $ 13,542 $ 3,288 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): For the Nine Months Ended September 30, 2017 2016 Cash paid for interest $ 19,185 $ 15,355 Cash paid for income taxes, net of refunds received $ 822 $ 1,366 Supplemental schedule of non-cash investing and financing activities (in thousands): For the Nine Months Ended September 30, 2017 2016 Sale of property and equipment in Section 1031 like-kind exchange transactions $ 260 $ 1,300 Issuance of capital lease obligations and recognition of asset retirement obligation related to Getty lease $ 740 $ 1,240 Amended Omnibus Agreement fees settled in our common units $ 10,880 $ 8,290

Separation Benefits

Separation Benefits	9 Months Ended
	Sep. 30, 2017
Restructuring And Related Activities [Abstract]
Separation Benefits	Note 16. SEPARATION BENEFITS During the nine months ended September 30, 2017, the Partnership recognized a $5.3 million charge for severance and benefit costs associated with certain officers and other employees of CST Services who provided services to the Partnership and who terminated employment upon the consummation of the Merger, which constituted a change in control, as defined in the EICP and CST’s severance plans. Such costs are included in general and administrative expenses and were paid by CST in the third quarter of 2017. Accounts payable to related parties includes these costs as we will reimburse CST. In addition, certain participants in the EICP received retention bonuses that will be paid in annual installments that began in July 2017 and will continue through July 2019. The Partnership recorded a $1.0 million charge during the nine months ended September 30, 2017 in connection with the payments made by CST in July 2017, which were included in general and administrative expenses. In addition, the Partnership recognized a $0.3 million charge for the three and nine months ended September 30, 2017 for the payments expected to be made in July 2018 and July 2019. The Partnership anticipates recognizing future charges totaling $1.2 million over the remaining retention period, of which $0.3 million, $0.8 million and $0.1 million is anticipated to be recognized in 2017, 2018 and 2019, respectively.

Description of Business and O22

Description of Business and Other Disclosures (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.
New Accounting Pronouncements	New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09– Revenue from Contracts with Customers (Topic 606) In February 2016, the FASB issued ASU 2016-02– Leases (Topic 842). In October 2016, the FASB issued ASU 2016-16– Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. In January 2017, the FASB issued ASU 2017-01– Business Combinations (Topic 805): Clarifying the Definition of a Business. In January 2017, the FASB issued ASU 2017-04– Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Certain other new financial accounting pronouncements have become effective for our financial statements but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.
Concentration Risk	Concentration Risk For the nine months ended September 30, 2017 and 2016, we distributed approximately 14% and 17% of our total wholesale distribution volumes to DMS and its affiliates and DMS and its affiliates accounted for approximately 23% and 27% of our rental income, respectively. For the nine months ended September 30, 2017 and 2016, we distributed 8% of our total wholesale distribution volume to CST retail sites that are not supplied by CST Fuel Supply and received 22% and 21% of our rental income from CST, respectively. For more information regarding transactions with DMS and its affiliates and CST, see Note 8. For the nine months ended September 30, 2017 and 2016, we received 9% of our rental income from a lessee dealer that operates certain of the retail sites acquired through the PMI and One Stop acquisitions. For the nine months ended September 30, 2017, our wholesale business purchased approximately 28%, 27% and 17% of its motor fuel from ExxonMobil, BP and Motiva, respectively. For the nine months ended September 30, 2016, our wholesale business purchased approximately 29%, 24% and 23% of its motor fuel from ExxonMobil, BP and Motiva (Shell), respectively. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the nine months ended September 30, 2017 and 2016. Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented. During the nine months ended September 30, 2017 and 2016, CST Fuel Supply purchased approximately 1.3 billion and 1.4 billion gallons of motor fuel from Valero, respectively.

Assets Held for Sale (Tables)

Assets Held for Sale (Tables)	9 Months Ended
	Sep. 30, 2017
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract]
Assets Held for Sale	Assets held for sale were as follows (in thousands): September 30, December 31, 2017 2016 Land $ 1,741 $ 882 Buildings and site improvements 1,608 1,054 Equipment and other 489 702 Total 3,838 2,638 Less accumulated depreciation (1,342 ) (527 ) Assets held for sale $ 2,496 $ 2,111

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventories consisted of the following (in thousands): September 30, December 31, 2017 2016 Retail site merchandise $ 7,715 $ 8,374 Motor fuel 4,305 4,790 Inventories $ 12,020 $ 13,164

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Property Plant And Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2017 2016 Land $ 270,740 $ 280,400 Buildings and site improvements 334,705 346,834 Leasehold improvements 9,721 9,095 Equipment and other 171,208 169,245 Construction in progress 3,720 3,173 Property and equipment, at cost 790,094 808,747 Accumulated depreciation and amortization (155,376 ) (131,418 ) Property and equipment, net $ 634,718 $ 677,329

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets consisted of the following (in thousands): September 30, 2017 December 31, 2016 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 118,201 $ (53,607 ) $ 64,594 $ 118,201 $ (44,298 ) $ 73,903 Trademarks 1,094 (807 ) 287 1,094 (685 ) 409 Covenant not to compete 4,131 (3,095 ) 1,036 4,131 (2,503 ) 1,628 Below market leases 11,401 (8,329 ) 3,072 12,081 (7,261 ) 4,820 Total intangible assets $ 134,827 $ (65,838 ) $ 68,989 $ 135,507 $ (54,747 ) $ 80,760

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Summary of Debt Outstanding	Our balances for long-term debt and capital lease obligations are as follows (in thousands): September 30, December 31, 2017 2016 $550 million revolving credit facility $ 431,484 $ 441,500 Note payable 779 822 Capital lease obligations 27,728 28,455 Total debt and capital lease obligations 459,991 470,777 Current portion 2,884 2,100 Noncurrent portion 457,107 468,677 Deferred financing fees (2,334 ) (3,558 ) Noncurrent portion, net of deferred financing fees $ 454,773 $ 465,119

Related-Party Transactions (Tab

Related-Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2017
Related Party Transaction [Line Items]
Summary of Revenues from Related Parties	We issued the following common units to CST as consideration for amounts due under the terms of the Amended Omnibus Agreement Period Date of Issuance Number of Common Units Issued Quarter ended December 31, 2016 February 28, 2017 171,039 Quarter ended March 31, 2017 May 10, 2017 128,983 Quarter ended June 30, 2017 August 9, 2017 124,003 Quarter ended September 30, 2017 * 126,491 * Expected to be issued on November 10, 2017
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Summary of Revenues from Related Parties	Revenues from wholesale fuel sales and real property rental income from CST were as follows (in thousands): For the Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Revenues from motor fuel sales to CST $ 36,449 $ 31,738 $ 100,683 $ 87,819 Rental income from CST $ 4,262 $ 4,207 $ 12,823 $ 12,841
DMS [Member]
Related Party Transaction [Line Items]
Summary of Revenues from Related Parties	Revenues from motor fuel sales and rental income from DMS and its affiliates were as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenues from motor fuel sales to DMS and its affiliates $ 64,741 $ 68,153 $ 180,928 $ 192,511 Rental income from DMS and its affiliates $ 4,739 $ 5,037 $ 14,472 $ 16,250

Net Income per Limited Partners

Net Income per Limited Partnership Unit (Tables)	9 Months Ended
	Sep. 30, 2017
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 tables provide a reconciliation of net income (loss) and weighted-average units used in computing basic and diluted net income (loss) per limited partner unit for the following periods (in thousands, except unit and per unit amounts): For the Three Months Ended September 30, 2017 2016 Common Units Subordinated Units Common Units Subordinated Units Numerator: Distributions paid (a) $ 21,079 $ — $ 20,125 $ — Allocation of distributions in excess of net income (b) (17,861 ) — (18,013 ) — Limited partners’ interest in net income - basic and diluted $ 3,218 $ — $ 2,112 $ — Denominator: Weighted average limited partnership units outstanding - basic 33,931,056 — 33,366,380 — Adjustment for phantom units 6,646 — 24,716 — Weighted average limited partnership units outstanding - diluted 33,937,702 — 33,391,096 — Net income per limited partnership unit - basic $ 0.09 $ — $ 0.06 $ — Net income per limited partnership unit - diluted $ 0.09 $ — $ 0.06 $ — For the Nine Months Ended September 30, 2017 2016 Common Units Subordinated Units Common Units Subordinated Units Numerator: Distributions paid (a) $ 62,439 $ — $ 55,194 $ 4,459 Allocation of distributions in excess of net income (loss) (b) (63,565 ) — (49,542 ) (4,185 ) Limited partners’ interest in net income (loss) - basic and diluted $ (1,126 ) $ — $ 5,652 $ 274 Denominator: Weighted average limited partnership units outstanding - basic 33,773,964 — 31,714,462 1,537,956 Adjustment for phantom units — — 52,340 — Weighted average limited partnership units outstanding - diluted (c) 33,773,964 — 31,766,802 1,537,956 Net income (loss) per limited partnership unit - basic $ (0.03 ) $ — $ 0.18 $ 0.18 Net income (loss) per limited partnership unit - diluted $ (0.03 ) $ — $ 0.18 $ 0.18 (a) Distributions paid per unit were $0.6225 and $0.6025 during the three months ended September 30, 2017 and 2016, and $1.8525 and $1.7925 during the nine months ended September 30, 2017 and 2016, 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. ( c ) Excludes 18,217 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the nine months ended September 30, 2017.
Distributions Made to Limited Partner, by Distribution	Distribution activity for 2017 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2016 February 6, 2017 February 13, 2017 $ 0.6125 $ 20,534 March 31, 2017 May 8, 2017 May 15, 2017 $ 0.6175 $ 20,826 June 30, 2017 August 7, 2017 August 14, 2017 $ 0.6225 $ 21,079 September 30, 2017 November 6, 2017 November 13, 2017 $ 0.6275 $ 21,326

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Schedule of Reportable Segments	The following table reflects activity related to our reportable segments (in thousands): Wholesale Retail Unallocated Consolidated Three Months Ended September 30, 2017 Revenues from fuel sales to external customers $ 400,296 $ 93,285 $ — $ 493,581 Intersegment revenues from fuel sales 69,504 — (69,504 ) — Revenues from food and merchandise sales — 28,366 — 28,366 Rent income 20,008 1,636 — 21,644 Other revenue 501 — — 501 Total revenues $ 490,309 $ 123,287 $ (69,504 ) $ 544,092 Income from CST Fuel Supply Equity $ 3,752 $ — $ — $ 3,752 Operating income (loss) $ 27,533 $ 2,409 $ (17,658 ) $ 12,284 Three Months Ended September 30, 2016 Revenues from fuel sales to external customers $ 348,702 $ 87,318 $ — $ 436,020 Intersegment revenues from fuel sales 63,126 — (63,126) — Revenues from food and merchandise sales — 31,507 — 31,507 Rent income 18,344 1,408 — 19,752 Other revenue 671 — — 671 Total revenues $ 430,843 $ 120,233 $ (63,126 ) $ 487,950 Income from CST Fuel Supply Equity $ 4,022 $ — $ — $ 4,022 Operating income (loss) $ 27,030 $ 1,893 $ (18,930 ) $ 9,993 Wholesale Retail Unallocated Consolidated Nine Months Ended September 30, 2017 Revenues from fuel sales to external customers $ 1,122,903 $ 272,289 $ — $ 1,395,192 Intersegment revenues from fuel sales 200,147 — (200,147 ) — Revenues from food and merchandise sales 80,077 — 80,077 Rent income 60,008 5,082 — 65,090 Other revenue 1,808 — — 1,808 Total revenues $ 1,384,866 $ 357,448 $ (200,147 ) $ 1,542,167 Income from CST Fuel Supply Equity $ 11,185 $ — $ — $ 11,185 Operating income (loss) $ 80,863 $ 4,092 $ (64,373 ) $ 20,582 Nine Months Ended September 30, 2016 Revenues from fuel sales to external customers $ 958,943 $ 253,057 $ — $ 1,212,000 Intersegment revenues from fuel sales 178,772 — (178,772) — Revenues from food and merchandise sales — 95,253 — 95,253 Rent income 55,540 4,094 — 59,634 Other revenue 1,447 — — 1,447 Total revenues $ 1,194,702 $ 352,404 $ (178,772 ) $ 1,368,334 Income from CST Fuel Supply Equity $ 12,318 $ — $ — 12,318 Operating income (loss) $ 76,971 $ 6,291 $ (57,992 ) $ 25,270

Supplemental Cash Flow Inform31

Supplemental Cash Flow Information (Tables)	9 Months Ended
	Sep. 30, 2017
Schedule Of Supplemental Cash Flow [Line Items]
Cash Flow, Operating Capital	In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in current assets and current liabilities as follows (in thousands): For the Nine Months Ended September 30, 2017 2016 Decrease (increase): Accounts receivable $ 5,183 $ 941 Accounts receivable from related parties (1,492 ) (2,281 ) Inventories 674 5,515 Other current assets 166 (1,249 ) Other assets (2,509 ) (3,484 ) Increase (decrease): Accounts payable 2,882 2,055 Accounts payable to related parties 5,576 (1,021 ) Motor fuel taxes payable (386 ) 1,117 Accrued expenses and other current liabilities 3,270 (1,644) Other long-term liabilities 178 3,339 Changes in working capital, net of acquisitions $ 13,542 $ 3,288
Schedule of Supplemental Cash Flow Information	Supplemental disclosure of cash flow information (in thousands): For the Nine Months Ended September 30, 2017 2016 Cash paid for interest $ 19,185 $ 15,355 Cash paid for income taxes, net of refunds received $ 822 $ 1,366
Non-cash Activities
Schedule Of Supplemental Cash Flow [Line Items]
Schedule of Supplemental Cash Flow Information	Supplemental schedule of non-cash investing and financing activities (in thousands): For the Nine Months Ended September 30, 2017 2016 Sale of property and equipment in Section 1031 like-kind exchange transactions $ 260 $ 1,300 Issuance of capital lease obligations and recognition of asset retirement obligation related to Getty lease $ 740 $ 1,240 Amended Omnibus Agreement fees settled in our common units $ 10,880 $ 8,290

Description of Business and O32

Description of Business and Other Disclosures - Description of Business - Additional Information (Details)	9 Months Ended
	Sep. 30, 2017
Concentration Risk [Line Items]
Merger agreement date	Aug. 21, 2016
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest	20.80%
Accounting Standards Update 2014-09 [Member]
Concentration Risk [Line Items]
Percentage effect on revenue	90.00%

Description of Business and O33

Description of Business and Other Disclosures - Concentration Risk - Additional Information (Details) - gal gal in Billions	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Valero Energy Corporation [Member]
Concentration Risk [Line Items]
Purchases Under Supply Agreements Volume	1.3	1.4
Wholesale Distribution Volumes [Member] | DMS [Member] | Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	14.00%	17.00%
Wholesale Distribution Volumes [Member] | CST Brands Inc. [Member] | Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	8.00%	8.00%
Rental Income [Member] | Lease Transaction [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	9.00%	9.00%
Rental Income [Member] | DMS [Member] | Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	23.00%	27.00%
Rental Income [Member] | CST Brands Inc. [Member] | Sales Revenue, Net [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	22.00%	21.00%
Supplier Concentration Risk [Member] | Purchases Net [Member] | ExxonMobil, Corp [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	28.00%	29.00%
Supplier Concentration Risk [Member] | Purchases Net [Member] | BP P.L.C [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	27.00%	24.00%
Supplier Concentration Risk [Member] | Purchases Net [Member] | Motiva (Shell) [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	17.00%	23.00%
Supplier Concentration Risk [Member] | Purchases Net [Member] | Other suppliers [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	10.00%	10.00%

Acquisitions - Additional Infor

Acquisitions - Additional Information (Details) $ in Millions	Aug. 04, 2017USD ($)PropertyFuelSupply	Sep. 30, 2017USD ($)	Sep. 30, 2017
Business Acquisition [Line Items]
Asset purchase agreement date			Aug. 21, 2016
Alabama [Member]
Business Acquisition [Line Items]
Asset purchase agreement date	Aug. 4, 2017
Number of real estate property acquired in fee simple sites | Property	92
Number of leasehold interest acquired in real property sites | Property	5
Number of fuel supply business acquired | FuelSupply	4
Aggregate cash consideration	$ 72.3
Deposit paid		$ 2.8
Indemnification amount on breach of contract	$ 6.5

Assets Held for Sale - Addition

Assets Held for Sale - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017USD ($)PropertyStore	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)PropertyStore	Sep. 30, 2016USD ($)	Dec. 31, 2016Store
Long Lived Assets Held-for-sale [Line Items]
Gain (loss) on sales of assets, net	$ 2,371	$ 631	$ 2,013	$ 525
Contributions from parent company			$ 329
Properties Disposed Upon FTC's Requirement [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold | Property	2		2
Consideration received on property sale	$ 6,700		$ 6,700
Gain (loss) on sales of assets, net	$ 2,200		$ 2,200
DMR [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold | Property	28		28
Consideration received on property sale	$ 16,600		$ 16,600
Gain (loss) on sales of assets, net	(500)		(500)
Escrow deposit	$ 3,000		$ 3,000
Additional properties under escrow | Property	3		3
Couche-Tard [Member] | Properties Disposed Upon FTC's Requirement [Member]
Long Lived Assets Held-for-sale [Line Items]
Contributions from parent company	$ 300		$ 300
DMS [Member]
Long Lived Assets Held-for-sale [Line Items]
Earn-out payment receivable	$ 800		$ 800
Assets Held-for-sale
Long Lived Assets Held-for-sale [Line Items]
Number of Stores | Store	4		4		4

Assets Held for Sale - Schedule

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Long Lived Assets Held-for-sale [Line Items]
Land	$ 270,740	$ 280,400
Buildings and site improvements	334,705	346,834
Equipment and other	171,208	169,245
Total	790,094	808,747
Less accumulated depreciation	(155,376)	(131,418)
Assets held for sale	634,718	677,329
Assets Held-for-sale
Long Lived Assets Held-for-sale [Line Items]
Land	1,741	882
Buildings and site improvements	1,608	1,054
Equipment and other	489	702
Total	3,838	2,638
Less accumulated depreciation	(1,342)	(527)
Assets held for sale	$ 2,496	$ 2,111

Inventories - Schedule of Inven

Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Retail site merchandise	$ 7,715	$ 8,374
Motor fuel	4,305	4,790
Inventories	$ 12,020	$ 13,164

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Property Plant And Equipment [Abstract]
Land	$ 270,740	$ 280,400
Buildings and site improvements	334,705	346,834
Leasehold improvements	9,721	9,095
Equipment and other	171,208	169,245
Construction in progress	3,720	3,173
Total	790,094	808,747
Less accumulated depreciation	(155,376)	(131,418)
Assets held for sale	$ 634,718	$ 677,329

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 134,827	$ 135,507
Finite-Lived Intangible Assets, Accumulated Amortization	(65,838)	(54,747)
Intangible assets, net	68,989	80,760
Wholesale fuel supply contracts/rights
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	118,201	118,201
Finite-Lived Intangible Assets, Accumulated Amortization	(53,607)	(44,298)
Intangible assets, net	64,594	73,903
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	1,094	1,094
Finite-Lived Intangible Assets, Accumulated Amortization	(807)	(685)
Intangible assets, net	287	409
Covenant not to compete
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	4,131	4,131
Finite-Lived Intangible Assets, Accumulated Amortization	(3,095)	(2,503)
Intangible assets, net	1,036	1,628
Below market lease
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	11,401	12,081
Finite-Lived Intangible Assets, Accumulated Amortization	(8,329)	(7,261)
Intangible assets, net	$ 3,072	$ 4,820

Debt - Additional Information (

Debt - Additional Information (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount	$ 6,500,000
Line of Credit Facility, Remaining Borrowing Capacity	53,700,000
Minimum [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity	20,000,000
Material Acquisition Under Financial Covenants	30,000,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 550,000,000
Previously completed four fiscal quarters [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio	450.00%
Three Quarters Following Closing of Material Acquisition [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio	500.00%
Upon issuance of Qualified Senior Notes [Member] | Revolving Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio	550.00%
Senior Notes [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 175,000,000
Line Of Credit Facility Financial Covenants Combined Interest Charge Coverage Ratio	275.00%
Senior Notes [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line Of Credit Facility Financial Covenants Combined Leverage Ratio	300.00%
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Interest Rate at Period End	4.24%
Notes Payable to Banks [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%

Debt - Long-Term Debt (Details)

Debt - Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
$550 million revolving credit facility	$ 431,484	$ 441,500
Note payable	779	822
Capital lease obligations	27,728	28,455
Total debt and capital lease obligations	459,991	470,777
Current portion	2,884	2,100
Noncurrent portion	457,107	468,677
Deferred financing fees	(2,334)	(3,558)
Noncurrent portion, net of deferred financing fees	$ 454,773	$ 465,119

Related-Party Transactions - Ad

Related-Party Transactions - Additional Information (Details) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2017USD ($)Store$ / gal	Jul. 31, 2016USD ($)Store	Sep. 30, 2017USD ($)PropertyStore$ / gal	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)PropertyStore$ / galgal	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)
Related Party Transaction [Line Items]
Accounts Receivable, Related Parties	$ 14,994		$ 14,994		$ 14,994		$ 12,975
Income from CST Fuel Supply equity interests			3,752	$ 4,022	11,185	$ 12,318
Number of sites sold | Store		79
Refund payment related to the sale by CST of California and Wyoming assets						17,528
Incentive Distribution, Distribution			1,115	877	3,162	2,456
Contributions from parent company					329
Rental income			21,644	19,752	65,090	59,634
Operating Leases, Rent Expense			$ 4,876	$ 5,103	$ 14,593	$ 14,870
Properties Disposed Upon FTC's Requirement [Member]
Related Party Transaction [Line Items]
Number of properties sold | Property			2		2
Consideration received on property sale	$ 6,700		$ 6,700		$ 6,700
Wholesale Fuel Supply Contracts [Member] | CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage	17.50%		17.50%	17.50%	17.50%	17.50%
Income from CST Fuel Supply equity interests			$ 3,800	$ 4,000	$ 11,200	$ 12,300
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Number of Stores | Store	48		48		48
Number of retail stores | Store					73
Lessor Leasing Arrangements, Operating Leases, Term of Contract					10 years
Number of sites sold | Store	61
Partners' Capital Account, Return of Capital		$ 18,200
Refund payment related to the sale by CST of California and Wyoming assets		$ 17,500
Incentive Distribution, Distribution			$ 1,100	900	$ 3,200	2,500
Dividends, Cash			4,300	3,900	12,600	11,500
Operating Leases, Rent Expense			200	200	$ 500	400
CST Brands Inc. [Member] | CST Marketing and Supply [member]
Related Party Transaction [Line Items]
Ownership interest					100.00%
CST Brands Inc. [Member] | Fuel Sales And Transportation [Member]
Related Party Transaction [Line Items]
Accounts Receivable, Related Parties	$ 3,500		3,500		$ 3,500		3,200
CST Brands Inc. [Member] | Amended and Restated Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Management Fee Expense			2,900	3,900	11,500	12,100
Management Fee Payable	$ 16,300		$ 16,300		$ 16,300		10,000
CST Brands Inc. [Member] | Wholesale Fuel Supply Contracts [Member]
Related Party Transaction [Line Items]
Number of Stores | Store	32		32		32
Related Party Transaction, Purchases from Related Party			$ 6,200	5,700	$ 17,900	14,700
CST Brands Inc. [Member] | Annual Commitment [Member]
Related Party Transaction [Line Items]
Fuel purchase agreements | gal					114,900,000
Fuel purchase commitments margin payable per gallon | $ / gal	0.05		0.05		0.05
Initial term of agreement					10 years
Couche-Tard [Member] | Properties Disposed Upon FTC's Requirement [Member]
Related Party Transaction [Line Items]
Contributions from parent company			$ 300		$ 300
DMS [Member]
Related Party Transaction [Line Items]
Accounts Receivable, Related Parties	$ 10,300		10,300		10,300		$ 8,600
Rental income			4,739	5,037	14,472	16,250
Earn-out payment receivable	800		800		800
Topper And Entities [Member]
Related Party Transaction [Line Items]
Rental income			200	200	400	400
Operating Leases, Rent Expense			200	200	700	600
Cost of Services, Environmental Remediation			$ 400	$ 300	$ 1,300	$ 1,200
DMR [Member]
Related Party Transaction [Line Items]
Number of properties sold | Property			28		28
Consideration received on property sale	$ 16,600		$ 16,600		$ 16,600

Related-Party Transactions - Re

Related-Party Transactions - Revenues from Wholesale Fuel Sales and Real Property Rental Income from CST (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 101,190	$ 99,891	$ 281,611	$ 280,330
Rental income	21,644	19,752	65,090	59,634
CST Brands Inc. [Member] | Fuel Sales And Transportation [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	36,449	31,738	100,683	87,819
CST Brands Inc. [Member] | Other Income [Member]
Related Party Transaction [Line Items]
Rental income	$ 4,262	$ 4,207	$ 12,823	$ 12,841

Related-Party Transactions - Co

Related-Party Transactions - Common Units Issued to CST as Consideration for Amounts Due Under the Terms of the Amended Omnibus Agreement (Details) - shares	3 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Common Units Issued To C S T As Consideration For Amounts Due Under Terms Of Amended Omnibus Agreement [Abstract]
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Due Date	Nov. 10, 2017	Aug. 9, 2017	May 10, 2017	Feb. 28, 2017
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued	126,491	124,003	128,983	171,039

Related-Party Transactions - Wh

Related-Party Transactions - Wholesale Motor Fuel Sales and Real Estate Rentals (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 101,190	$ 99,891	$ 281,611	$ 280,330
Rental income	21,644	19,752	65,090	59,634
DMS [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	64,741	68,153	180,928	192,511
Rental income	$ 4,739	$ 5,037	$ 14,472	$ 16,250

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Commitments And Contingencies Disclosure [Abstract]
Litigation settlement, amount awarded to other party	$ 1.7	$ 1.7
Legal fees		0.6
Environmental liabilities associated with contributed sites	4.4	4.4	$ 6.1
Indemnification assets associated with contributed sites	$ 2.8	$ 2.8	$ 5.1

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Line of Credit Facility, Fair Value of Amount Outstanding	$ 431.5	$ 441.5

Equity-Based Compensation - Add

Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended
	Aug. 31, 2017	Jun. 30, 2017	Nov. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense				$ 200	$ 700	$ 1,900	$ 2,600
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period						47,000	102,000
Accrued Share-based Compensation Cost				800		$ 800		$ 1,800
Equity-based employee and directors compensation expense						1,889	$ 2,597
Allocated charge upon accelerated vesting of awards						400
Unrecognized compensation expense associated with CST restricted stock units granted				700		700
Phantom Share Units (PSUs) [Member] | Employee of CST [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period		1,233
Phantom Share Units (PSUs) [Member] | Members Of Board Of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	10,539		5,364
Equity-based employee and directors compensation expense				0	0	$ 200	200
Share-based Compensation Arrangement by Share-based Payment Award, Shares, vesting year						1 year
Amended and Restated Omnibus Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based employee and directors compensation expense				$ 100	$ 300	$ 1,600	$ 1,300

Net Income Per Limited Partne49

Net Income Per Limited Partner Unit - Reconciliation of Net Income (Loss) and Weighted-Average Units Used in Computing Basic and Diluted Net Income (Loss) Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017		Sep. 30, 2016
Numerator:
Net income (loss) available to limited partners		$ 3,218	$ 2,112	$ (1,126)		$ 5,926
Denominator:
Weighted average limited partnership units outstanding-basic		33,931,056	33,366,380	33,773,964		31,714,462
Weighted average limited partnership units outstanding - diluted		33,937,702	33,391,096	33,773,964		31,766,802
Net income (loss) per limited partnership unit - basic		$ 0.09	$ 0.06	$ (0.03)		$ 0.18
Net income (loss) per limited partnership unit - diluted		$ 0.09	$ 0.06	$ (0.03)		$ 0.18
Common Units
Numerator:
Distributions paid	[1]	$ 21,079	$ 20,125	$ 62,439		$ 55,194
Allocation of distributions in excess of net income (loss)	[2]	(17,861)	(18,013)	(63,565)		(49,542)
Net income (loss) available to limited partners		$ 3,218	$ 2,112	$ (1,126)		$ 5,652
Denominator:
Weighted average limited partnership units outstanding-basic		33,931,056	33,366,380	33,773,964		31,714,462
Adjustment for phantom units		6,646	24,716			52,340
Weighted average limited partnership units outstanding - diluted		33,937,702	33,391,096	33,773,964	[3]	31,766,802	[3]
Net income (loss) per limited partnership unit - basic		$ 0.09	$ 0.06	$ (0.03)		$ 0.18
Net income (loss) per limited partnership unit - diluted		$ 0.09	$ 0.06	$ (0.03)		$ 0.18
Subordinated Units
Numerator:
Distributions paid	[1]	$ 0		$ 0		$ 4,459
Allocation of distributions in excess of net income (loss)	[2]	0		0		(4,185)
Net income (loss) available to limited partners		$ 0		$ 0		$ 274
Denominator:
Weighted average limited partnership units outstanding-basic		0		0		1,537,956
Adjustment for phantom units		0	0	0		0
Weighted average limited partnership units outstanding - diluted		0		0	[3]	1,537,956	[3]
Net income (loss) per limited partnership unit - basic		$ 0		$ 0		$ 0.18
Net income (loss) per limited partnership unit - diluted		$ 0		$ 0		$ 0.18
[1]	Distributions paid per unit were $0.6225 and $0.6025 during the three months ended September 30, 2017 and 2016, and $1.8525 and $1.7925 during the nine months ended September 30, 2017 and 2016, 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.
[3]	Excludes 18,217 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the nine months ended September 30, 2017.

Net Income Per Limited Partne50

Net Income Per Limited Partner Unit - Reconciliation of Net Income (Loss) and Weighted-Average Units Used in Computing Basic and Diluted Net Income (Loss) Per Limited Partner Unit (Parenthetical) (Details) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Distribution per common and subordinated units(c)	$ 0.6225	$ 0.6025	$ 1.8525	$ 1.7925
Antidilutive securities excluded from computation of earnings per share, amount			18,217
Quarterly
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Distribution per common and subordinated units(c)	$ 0.6225	$ 0.6025	$ 1.8525	$ 1.7925

Net Income Per Limited Partne51

Net Income Per Limited Partner Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016
Distributions [Abstract]
Dividends Payable, Date of Record	Nov. 6, 2017	Aug. 7, 2017	May 8, 2017	Feb. 6, 2017
Dividends Payable, Date to be Paid	Nov. 13, 2017	Aug. 14, 2017	May 15, 2017	Feb. 13, 2017
Distribution Made to Limited Partner, Distributions Paid, Per Unit	$ 0.6275	$ 0.6225	$ 0.6175	$ 0.6125
Distribution Made to Limited Partner, Cash Distributions Paid	$ 21,326	$ 21,079	$ 20,826	$ 20,534

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 966	$ 1,308	$ (1,686)	$ 851

Segment Reporting - Additional

Segment Reporting - Additional Information (Details)	9 Months Ended
	Sep. 30, 2017Segment
Segment Reporting Narrative [Abstract]
Number of Reportable Segments	2

Segment Reporting - Schedule of

Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information [Line Items]
Revenues from fuel sales to external customers	$ 493,581	$ 436,020	$ 1,395,192	$ 1,212,000
Intersegment revenues from fuel sales	0	0	0	0
Revenues from food and merchandise sales	28,366	31,507	80,077	95,253
Rental income	21,644	19,752	65,090	59,634
Other revenue	501	671	1,808	1,447
Total revenues	544,092	487,950	1,542,167	1,368,334
Income from CST Fuel Supply Equity	3,752	4,022	11,185	12,318
Operating income (loss)	12,284	9,993	20,582	25,270
Unallocated [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales to external customers	0	0	0	0
Intersegment revenues from fuel sales	(69,504)	(63,126)	(200,147)	(178,772)
Revenues from food and merchandise sales	0	0	0	0
Rental income	0	0	0	0
Other revenue	0	0	0	0
Total revenues	(69,504)	(63,126)	(200,147)	(178,772)
Income from CST Fuel Supply Equity	0	0	0	0
Operating income (loss)	(17,658)	(18,930)	(64,373)	(57,992)
Wholesale [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales to external customers	400,296	348,702	1,122,903	958,943
Intersegment revenues from fuel sales	69,504	63,126	200,147	178,772
Revenues from food and merchandise sales	0	0	0	0
Rental income	20,008	18,344	60,008	55,540
Other revenue	501	671	1,808	1,447
Total revenues	490,309	430,843	1,384,866	1,194,702
Income from CST Fuel Supply Equity	3,752	4,022	11,185	12,318
Operating income (loss)	27,533	27,030	80,863	76,971
Retail [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues from fuel sales to external customers	93,285	87,318	272,289	253,057
Intersegment revenues from fuel sales	0	0	0	0
Revenues from food and merchandise sales	28,366	31,507	80,077	95,253
Rental income	1,636	1,408	5,082	4,094
Other revenue	0	0	0	0
Total revenues	123,287	120,233	357,448	352,404
Income from CST Fuel Supply Equity	0	0	0	0
Operating income (loss)	$ 2,409	$ 1,893	$ 4,092	$ 6,291

Supplemental Cash Flow Inform55

Supplemental Cash Flow Information - Changes in Current Assets and Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Decrease (increase):
Accounts receivable	$ 5,183	$ 941
Accounts receivable from related parties	(1,492)	(2,281)
Inventories	674	5,515
Other current assets	166	(1,249)
Other assets	(2,509)	(3,484)
Increase (decrease):
Accounts payable	2,882	2,055
Accounts payable to related parties	5,576	(1,021)
Motor fuel taxes payable	(386)	1,117
Accrued expenses and other current liabilities	3,270	(1,644)
Other long-term liabilities	178	3,339
Changes in working capital, net of acquisitions	$ 13,542	$ 3,288

Supplemental Cash Flow Inform56

Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 19,185	$ 15,355
Cash paid for income taxes, net of refunds received	$ 822	$ 1,366

Supplemental Cash Flow Inform57

Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Supplemental Cash Flow Information [Abstract]
Sale of property and equipment in Section 1031 like-kind exchange transactions	$ 260	$ 1,300
Issuance of capital lease obligations and recognition of asset retirement obligation related to Getty lease	740	1,240
Amended Omnibus Agreement fees settled in our common units	$ 10,880	$ 8,290

Separation Benefits - Additiona

Separation Benefits - Additional Information (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2017USD ($)	Sep. 30, 2017USD ($)
Restructuring Cost And Reserve [Line Items]
Restructuring charge	$ 0.3	$ 0.3
Retention payable		1.2
Retention payable in 2017	0.3	0.3
Retention payable in 2018	0.8	0.8
Retention payable in 2019	$ 0.1	0.1
General and Administrative Expenses [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring charge		1
Spinoff [Member] | General and Administrative Expenses [Member]
Restructuring Cost And Reserve [Line Items]
Severance and benefit costs		$ 5.3