Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 01, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CAPL | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 34,444,113 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 3,791 | $ 3,897 |
Accounts receivable, net of allowances of $275 and $277, respectively | 26,488 | 27,792 |
Accounts receivable from related parties | 14,496 | 14,459 |
Inventories | 15,362 | 15,122 |
Assets held for sale | 572 | 11,708 |
Other current assets | 6,687 | 7,528 |
Total current assets | 67,396 | 80,506 |
Property and equipment, net | 658,514 | 681,000 |
Intangible assets, net | 63,418 | 76,063 |
Goodwill | 88,764 | 89,109 |
Other assets | 20,391 | 20,558 |
Total assets | 898,483 | 947,236 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 2,254 | 2,916 |
Accounts payable | 38,947 | 35,789 |
Accounts payable to related parties | 26,967 | 25,512 |
Accrued expenses and other current liabilities | 15,479 | 17,015 |
Motor fuel taxes payable | 11,097 | 12,241 |
Total current liabilities | 94,744 | 93,473 |
Debt and capital lease obligations, less current portion | 538,075 | 529,147 |
Deferred tax liabilities, net | 20,945 | 24,069 |
Asset retirement obligations | 32,433 | 31,467 |
Other long-term liabilities | 95,374 | 98,061 |
Total liabilities | 781,571 | 776,217 |
Commitments and contingencies | ||
Partners’ Capital | ||
Common units—(34,444,113 and 34,111,461 units issued and outstanding at September 30, 2018 and December 31, 2017, respectively) | 116,912 | 171,337 |
Total Partners’ Capital | 116,912 | 171,337 |
Noncontrolling interests | (318) | |
Total equity | 116,912 | 171,019 |
Total liabilities and equity | $ 898,483 | $ 947,236 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Account receivable allowance | $ 275 | $ 277 |
Shares issued | 34,444,113 | 34,111,461 |
Shares outstanding | 34,444,113 | 34,111,461 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 670,810 | $ 544,092 | $ 1,898,675 | $ 1,542,167 |
Costs of sales | 627,012 | 502,517 | 1,770,954 | 1,421,524 |
Gross profit | 43,798 | 41,575 | 127,721 | 120,643 |
Income from CST Fuel Supply equity interests | 3,479 | 3,752 | 11,024 | 11,185 |
Operating expenses: | ||||
Operating expenses | 15,261 | 15,371 | 47,294 | 46,853 |
General and administrative expenses | 4,310 | 5,994 | 13,840 | 23,731 |
Depreciation, amortization and accretion expense | 13,993 | 14,049 | 51,425 | 42,675 |
Total operating expenses | 33,564 | 35,414 | 112,559 | 113,259 |
(Loss) gain on dispositions and lease terminations, net | (61) | 2,371 | (6,678) | 2,013 |
Operating income | 13,652 | 12,284 | 19,508 | 20,582 |
Other income (expense), net | 104 | 121 | 287 | 366 |
Interest expense | (8,145) | (7,102) | (24,354) | (20,599) |
Income (loss) before income taxes | 5,611 | 5,303 | (4,559) | 349 |
Income tax expense (benefit) | 303 | 966 | (2,122) | (1,686) |
Net income (loss) | 5,308 | 4,337 | (2,437) | 2,035 |
Less: net income (loss) attributable to noncontrolling interests | 4 | (5) | (1) | |
Net income (loss) attributable to limited partners | 5,308 | 4,333 | (2,432) | 2,036 |
IDR distributions | (133) | (1,115) | (1,446) | (3,162) |
Net income (loss) available to limited partners | $ 5,175 | $ 3,218 | $ (3,878) | $ (1,126) |
Basic and diluted earnings per limited partner unit | $ 0.15 | $ 0.09 | $ (0.11) | $ (0.03) |
Weighted-average limited partner units: | ||||
Basic common units | 34,439,416 | 33,931,056 | 34,311,998 | 33,773,964 |
Diluted common units | 34,439,416 | 33,937,702 | 34,311,998 | 33,792,181 |
Supplemental information: | ||||
(a) Includes excise taxes of: | $ 25,176 | $ 19,704 | $ 74,984 | $ 58,351 |
(a) Includes revenues from fuel sales to and rental income from related parties of: | 122,383 | 110,337 | 350,454 | 309,313 |
(a) Includes rental income of: | 21,149 | 21,644 | 64,331 | 65,090 |
(b) Includes rental expense of: | $ 4,980 | $ 4,876 | $ 14,775 | $ 14,593 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (2,437) | $ 2,035 |
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities: | ||
Depreciation, amortization and accretion expense | 51,425 | 42,675 |
Amortization of deferred financing costs | 1,227 | 1,278 |
Amortization of (above) below market leases, net | (18) | 57 |
Provision for losses on doubtful accounts | 278 | 46 |
Deferred income taxes | (3,124) | (2,971) |
Equity-based employee and director compensation expense | 340 | 1,889 |
Amended Omnibus Agreement fees settled in common units | 3,300 | 9,900 |
Loss (gain) on dispositions and lease terminations, net | 6,678 | (2,013) |
Changes in operating assets and liabilities, net of acquisitions | (399) | 13,542 |
Net cash provided by operating activities | 57,270 | 66,438 |
Cash flows from investing activities: | ||
Principal payments received on notes receivable | 718 | 345 |
Proceeds from sale of property and equipment | 5,043 | 23,900 |
Capital expenditures | (10,217) | (10,175) |
Cash paid in connection with acquisitions, net of cash acquired | (2,779) | |
Cash paid to Circle K in connection with acquisitions | (485) | |
Net cash (used in) provided by investing activities | (4,941) | 11,291 |
Cash flows from financing activities: | ||
Borrowings under the revolving credit facility | 106,720 | 88,840 |
Repayments on the revolving credit facility | (96,220) | (98,856) |
Payments of long-term debt and capital lease obligations | (2,319) | (1,509) |
Payments of sale leaseback obligations | (750) | (635) |
Payment of deferred financing fees | (901) | (6) |
Contributions from parent company | 329 | |
Distributions paid on distribution equivalent rights | (22) | (15) |
Distributions paid to holders of the IDRs | (1,446) | (3,162) |
Distributions paid to noncontrolling interests | (18) | (60) |
Distributions paid on common units | (57,479) | (62,439) |
Net cash used in financing activities | (52,435) | (77,513) |
Net (decrease) increase in cash | (106) | 216 |
Cash at beginning of period | 3,897 | 1,350 |
Cash at end of period | $ 3,791 | $ 1,566 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common units-public | Incentive Distributions Rights [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2016 | $ 220,811 | $ 221,044 | $ (233) | |
Balance, Common Units at Dec. 31, 2016 | 33,524,952 | |||
Vesting of incentive and director awards, net of units withheld for taxes | 896 | $ 896 | ||
Vesting of incentive and director awards, net of units withheld for taxes, Units | 35,993 | |||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement | 10,880 | $ 10,880 | ||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement, Units | 424,025 | |||
Contribution from Circle K as reimbursement of income tax liability incurred on FTC divestiture | 329 | $ 329 | ||
Net (loss) income and comprehensive (loss) income | 2,035 | (1,126) | $ 3,162 | (1) |
Distributions paid | (65,676) | (62,454) | (3,162) | (60) |
Balance at Sep. 30, 2017 | 169,275 | $ 169,569 | (294) | |
Balance, Common Units at Sep. 30, 2017 | 33,984,970 | |||
Balance at Jun. 30, 2017 | 183,661 | $ 183,941 | (280) | |
Balance, Common Units at Jun. 30, 2017 | 33,860,967 | |||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement | 3,162 | $ 3,162 | ||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement, Units | 124,003 | |||
Contribution from Circle K as reimbursement of income tax liability incurred on FTC divestiture | 329 | $ 329 | ||
Net (loss) income and comprehensive (loss) income | 4,337 | 3,218 | 1,115 | 4 |
Distributions paid | (22,214) | (21,081) | (1,115) | (18) |
Balance at Sep. 30, 2017 | $ 169,275 | $ 169,569 | (294) | |
Balance, Common Units at Sep. 30, 2017 | 33,984,970 | |||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement, Units | 136,882 | |||
Balance at Dec. 31, 2017 | $ 171,019 | $ 171,337 | (318) | |
Balance, Common Units at Dec. 31, 2017 | 34,111,461 | |||
Vesting of incentive and director awards, net of units withheld for taxes | 833 | $ 492 | 341 | |
Vesting of incentive and director awards, net of units withheld for taxes, Units | 40,534 | |||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement | 6,518 | $ 6,518 | ||
Issuance of units to Circle K for the payment of fees under the Amended Omnibus Agreement, Units | 292,118 | |||
Acquisition of leasehold interest in three sites from Circle K | (56) | $ (56) | ||
Net (loss) income and comprehensive (loss) income | (2,437) | (3,878) | 1,446 | (5) |
Distributions paid | (58,965) | (57,501) | (1,446) | (18) |
Balance at Sep. 30, 2018 | 116,912 | $ 116,912 | ||
Balance, Common Units at Sep. 30, 2018 | 34,444,113 | |||
Balance at Jun. 30, 2018 | 129,630 | $ 129,971 | (341) | |
Balance, Common Units at Jun. 30, 2018 | 34,433,574 | |||
Vesting of incentive and director awards, net of units withheld for taxes | 191 | $ (150) | $ 341 | |
Vesting of incentive and director awards, net of units withheld for taxes, Units | 10,539 | |||
Net (loss) income and comprehensive (loss) income | 5,308 | $ 5,175 | 133 | |
Distributions paid | (18,217) | (18,084) | $ (133) | |
Balance at Sep. 30, 2018 | $ 116,912 | $ 116,912 | ||
Balance, Common Units at Sep. 30, 2018 | 34,444,113 |
Description of Business and Oth
Description of Business and Other Disclosures | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Other Disclosures | Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES Circle K and CST Merger On June 28, 2017, a wholly owned subsidiary of Circle K, merged with and into CST, with CST surviving the Merger as an indirect, wholly owned subsidiary of Circle K. Circle K is a wholly owned subsidiary of Couche-Tard. As a result of the Merger, Circle K indirectly owns all of the membership interests in the sole member of our General Partner, as well as a 21.7% 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; • generating revenues through leasing or subleasing our real estate used in the retail distribution of motor fuels; 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 and holds assets that generate qualified rental income 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 qualified income under Section 7704(d) of the Internal Revenue Code. 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, 2018 and for the three and nine months ended September 30, 2018 and 2017 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2017 has been derived from our audited financial statements and notes thereto as of that date. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. 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. Revenue Recognition In May 2014, the FASB issued ASU 2014-09– Revenue from Contracts with Customers (Topic 606) Revenues from the delivery of motor fuel are recorded at the time of delivery to our customers, by which time the price is fixed, title to the products has transferred and payment has either been received or collection is reasonably assured, net of applicable discounts and allowances. Revenues from the sale of convenience store products are recognized at the time of sale to the customer. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease. See Note 13 for additional information on our revenues and related receivables. Motor Fuel Taxes LGW collects motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. LGW’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS has no direct responsibility to collect or remit such taxes to the taxing authorities. This accounting policy is consistent with that used in prior periods. Investment in CST Fuel Supply ASU 2016-15– Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) Significant Accounting Policies There have been no other material changes to the significant accounting policies described in our Form 10-K. Certain 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. New Accounting Guidance Pending Adoption In February 2016, the FASB issued ASU 2016-02– Leases (Topic 842). Management continues to evaluate the impact of this new guidance, but the adoption will have a material impact on our balance sheet as we will be required to recognize right-of-use assets and lease liabilities for operating leases. We have performed certain system upgrades and further validated the completeness and accuracy of our lease data. We intend to apply each of the practical expedients in adopting this new guidance. Since our previous sale-leaseback transactions were accounted for as failed sale-leasebacks, we are required to reassess these leases under the new guidance as part of adopting ASU 2016-02. Although our analysis is not complete, we believe these leases will be accounted for as operating leases under the new guidance and the assets and sale-leaseback financing obligations currently recorded on the balance sheet will be removed with a transition adjustment to equity upon adoption. Concentration Risk For the nine months ended September 30, 2018, we distributed 12% of our total wholesale distribution volumes to DMS and DMS accounted for 17% of our rental income. For the nine months ended September 30, 2017, we distributed 14% of our total wholesale distribution volumes to DMS and DMS accounted for 23% of our rental income. In June 2018, we executed master fuel supply and master lease agreements with a third party multi-site operator of retail motor fuel stations, to which we transitioned 43 sites in Florida from DMS in the third quarter of 2018. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options. See Note 7 for information relating to our recapture of these sites from the master lease agreement with DMS. For the nine months ended September 30, 2018, we distributed 7% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 20% of our rental income from Circle K. For the nine months ended September 30, 2017, we distributed 8% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 22% of our rental income from Circle K. For more information regarding transactions with DMS and Circle K, see Note 7. For the nine months ended September 30, 2018, our wholesale business purchased approximately 26%, 26%, 12% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. 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. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the nine months ended September 30, 2018 and 2017. Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 2. ASSETS HELD FOR SALE We classified one site and 12 sites as held for sale at September 30, 2018 and December 31, 2017, respectively. Of the sites held for sale at December 31, 2017, 11 were required to be divested per FTC orders in connection with Circle K’s acquisition of Holiday Stationstores, Inc. (“Holiday”) and the joint acquisition of Jet-Pep Assets by Circle K and us. These assets were sold in the third quarter of 2018 for total proceeds of $4.9 million. Assets held for sale were as follows (in thousands): September 30, December 31, 2018 2017 Land $ 525 $ 4,946 Buildings and site improvements 136 5,785 Equipment 158 2,485 Total 819 13,216 Less accumulated depreciation (247 ) (1,508 ) Assets held for sale $ 572 $ 11,708 We recorded impairment charges totaling $8.9 million during the nine months ended September 30, 2018 related to the 11 FTC-required divestitures, included within depreciation, amortization and accretion expense on the statement of operations. The impairment charges include $1.2 million of wholesale fuel distribution rights and $0.3 million of goodwill, most of which relates to the Retail segment. No significant impairments were recorded during the three months ended September 30, 2018 or during the three and nine months ended September 30, 2017. As part of Circle K’s acquisition of Holiday, the FTC issued a decree in which nine sites were required to be divested to FTC approved third-party buyers (“Upper Midwest Sites”). Since this was a forced divestiture of assets for us, Circle K has agreed to compensate us with an amount representing the difference between the value of the nine Upper Midwest Sites and the proceeds of the sale to FTC approved third-party buyers, which amounted to $6.3 million. We anticipate Circle K’s payment to us will be made during the fourth quarter of 2018. This payment will be accounted for as a transaction between entities under common control and thus recorded as a contribution to partners’ capital and will be subject to income taxes. These sites were divested in September 2018, after the June 15, 2018 deadline specified in the FTC orders. As a result, Couche-Tard and/or the Partnership may be subject to civil penalties, up to a maximum allowed by law of $41,000 per day per violation of the FTC divestiture orders. Circle K has agreed that it would be solely responsible for any such penalties and we have not accrued any liability for such penalties. 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 remained in escrow as of September 30, 2017 until certain conditions were met during the fourth quarter of 2017. 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 two 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, Circle K 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, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3. INVENTORIES Inventories September 30, December 31, 2018 2017 Retail site merchandise $ 7,061 $ 7,806 Motor fuel 8,301 7,316 Inventories $ 15,362 $ 15,122 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2018 2017 Land $ 284,945 $ 285,682 Buildings and site improvements 363,160 362,207 Leasehold improvements 11,165 10,155 Equipment 188,658 185,733 Construction in progress 5,002 1,797 Property and equipment, at cost 852,930 845,574 Accumulated depreciation and amortization (194,416 ) (164,574 ) Property and equipment, net $ 658,514 $ 681,000 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 5. Intangible assets consisted of the following (in thousands): September 30, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 126,734 $ (66,268 ) $ 60,466 $ 127,955 $ (56,915 ) $ 71,040 Trademarks 2,064 (1,130 ) 934 2,064 (863 ) 1,201 Covenant not to compete 4,581 (3,911 ) 670 4,581 (3,300 ) 1,281 Below market leases 11,177 (9,829 ) 1,348 11,401 (8,860 ) 2,541 Total intangible assets $ 144,556 $ (81,138 ) $ 63,418 $ 146,001 $ (69,938 ) $ 76,063 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. DEBT Our balances for long-term debt and capital lease obligations are as follows (in thousands): September 30, December 31, 2018 2017 $650 million revolving credit facility $ 516,500 $ 506,000 Capital lease obligations 25,474 27,220 Note payable — 765 Total debt and capital lease obligations 541,974 533,985 Current portion 2,254 2,916 Noncurrent portion 539,720 531,069 Deferred financing costs, net 1,645 1,922 Noncurrent portion, net of deferred financing costs $ 538,075 $ 529,147 Our revolving credit facility is secured by substantially all of our assets. Letters of credit outstanding at September 30, 2018 and December 31, 2017 totaled $5.3 million and $6.7 million, respectively, which reduced availability under our credit facility. The amount of availability at September 30, 2018 under the revolving credit facility, after taking into account debt covenant restrictions, was $45.7 million. In connection with future acquisitions, the revolving credit facility requires, among other things, that we have, after giving effect to such acquisitions, 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 (i) a total leverage ratio (as defined in the revolving credit facility) for the most recently completed four fiscal quarters of less than or equal to 4.50 : 1.00, except for periods following a material acquisition, generally defined as an acquisition with a purchase price of at least $30.0 million and (ii) a consolidated interest coverage ratio (as defined in the revolving credit facility) of at least 2.75 : 1.00. The total leverage ratio shall not exceed 5.00 : 1.00 for the first four full fiscal quarters following the closing of a material acquisition. Since the November 2017 Jet-Pep Assets acquisition qualified as a material acquisition, the maximum leverage ratio applicable to the quarter ended September 30, 2018 was 5.00 : 1.00. If we issued qualified senior notes (as defined in the revolving 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 (as defined in the revolving credit facility) of $175.0 million or greater, we are also required to maintain a senior leverage ratio (as defined in the revolving credit facility) of less than or equal to 3.00 : 1.00. As of September 30, 2018, we were in compliance with these financial covenants. At September 30, 2018, outstanding borrowings under the revolving credit facility bore interest at LIBOR plus a margin of 2.50%. Our borrowings had an effective interest rate of 4.66% as of September 30, 2018. On April 25, 2018, the credit facility was amended to: • Extend the maturity date from March 4, 2019 to April 25, 2020; • Increase the capacity from $550 million to $650 million; • Extend the period during which the permitted total leverage ratio (as defined in the revolving credit facility) is increased from 4.50 : 1.00 to 5.00 : 1.00 after the closing of a material acquisition (as defined in the revolving credit facility) from three quarters to four quarters; and • Decrease the applicable margin and commitment fee (each as defined in the revolving credit facility), which vary based on our total leverage ratio, such that the applicable margin ranges from 1.50% to 2.75% for LIBOR rate loans (as defined in the revolving credit facility) and 0.50% to 1.75% for alternate base rate loans (as defined in the revolving credit facility), and the commitment fee ranges from 0.20% to 0.45%. In general, the applicable margin for LIBOR and alternate base rate loans was reduced by 0.5%. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 7. RELATED-PARTY TRANSACTIONS Transactions with Circle K Fuel Sales and Rental Income We sell wholesale motor fuel under a master fuel distribution agreement to 47 Circle K retail sites and lease real property on 73 retail sites to Circle K under a master lease agreement, each having initial 10-year terms. The master fuel distribution agreement provides us with a fixed wholesale mark-up per gallon. The master lease agreement is a triple net lease. Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues from motor fuel sales to Circle K $ 46,060 $ 36,449 $ 125,627 $ 100,683 Rental income from Circle K 4,198 4,262 12,593 12,823 Accounts receivable from Circle K for fuel amounted to $5.1 million and $3.9 million at September 30, 2018 and December 31, 2017, respectively. 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 have owned a 17.5% total interest in CST Fuel Supply since July 2015. We account for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply equity interests” on our statement of operations, which amounted to $3.5 million and $3.8 million for the three months ended September 30, 2018 and 2017 and $11.0 million and $11.2 million for the nine months ended September 30, 2018 and 2017, respectively. Purchase of Fuel from Circle K We purchase the fuel supplied to 21 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 $4.4 million and $6.2 million of motor fuel from CST Fuel Supply for the three months ended September 30, 2018 and 2017 and $14.7 million and $17.9 million for the nine months ended September 30, 2018 and 2017, respectively. We also purchase the fuel supplied to 99 commission sites acquired in the Jet-Pep Assets acquisition from Circle K at a terminal owned and operated by Circle K. We purchased $32.7 million and $98.5 million of motor fuel from Circle K for the three and nine months ended September 30, 2018, respectively. Circle K acquired Holiday on December 22, 2017. Prior to that acquisition, we were a franchisee of Holiday (“Franchised Holiday Stores”), purchased fuel from Holiday and paid a franchise fee to Holiday. As a result of Circle K’s acquisition, we now purchase fuel from Circle K to supply our Franchised Holiday Stores. These fuel purchases amounted to $15.1 million and $39.5 million for the three and nine months ended September 30, 2018, respectively. We also pay a franchise fee to Circle K, which amounted to $0.4 million and $0.9 million for the three and nine months ended September 30, 2018, respectively. In March and May 2018, we purchased the leasehold interest in three retail sites from Circle K for $0.5 million. We purchase the fuel supplied to these retail sites from Circle K, which amounted to $0.6 million and $1.3 million for the three and nine months ended September 30, 2018, respectively. Effective February 1, 2018, Couche-Tard began renegotiating fuel carrier agreements, including our wholesale transportation agreements, with third party carriers. On May 4, 2018, the independent conflicts committee of our Board approved an amendment to the Amended Omnibus Agreement providing for the payment by us to an affiliate of Couche-Tard of a 2.57% commission based on the payments made by us on the renegotiated wholesale transportation contracts to compensate such affiliate of Couche-Tard for its services in connection with the renegotiations of our fuel carrier agreements with third party carriers, which resulted in overall reductions in transportation costs to us. This commission amounted to $0.1 million and $0.4 million for the three and nine months ended September 30, 2018, respectively. Amounts payable to Circle K related to these fuel purchases and freight commissions totaled $7.1 million and $7.0 million at September 30, 2018 and December 31, 2017, respectively. Amended Omnibus Agreement and Management Fees We incurred costs and expenses under the Amended Omnibus Agreement of $2.9 million for both the three months ended September 30, 2018 and 2017 and $8.9 million and $11.5 million for the nine months ended September 30, 2018 and 2017, respectively, including incentive compensation costs and non-cash stock-based compensation expenses, which are recorded as a component of operating expenses and general and administrative expenses in the statement of operations. The decrease for the nine-month period was driven by personnel and salary reductions effective at the time of the Merger. In addition, during the three and nine months ended September 30, 2017, the Partnership recognized a $0.2 million and $6.8 million charge for severance, benefit, and retention costs allocated by Circle K in relation to the Merger. Such costs are included in general and administrative expenses in the statements of operations. Amounts payable to Circle K related to expenses incurred by Circle K on our behalf in accordance with the Amended Omnibus Agreement, including the separation benefits discussed above, totaled $19.5 million and $18.3 million at September 30, 2018 and December 31, 2017, respectively. Common Units Issued to Circle K as Consideration for Amounts Due Under the Amended Omnibus Agreement As approved by the independent conflicts committee of the Board, the Partnership and Circle K 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. As approved by the independent conflicts committee, the number of common units issued is based on the volume weighted average daily trading price of the common units for the 20 trading days prior to issuance. We issued the following common units to Circle K 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, 2017 March 1, 2018 136,882 Quarter ended March 31, 2018 May 21, 2018 155,236 All charges allocated to us by Circle K under the Amended Omnibus Agreement since the first quarter of 2018 have been paid by us in cash. IDR and Common Unit Distributions We distributed $0.1 million and $1.1 million to Circle K related to its ownership of our IDRs and $3.9 million and $4.3 million related to its ownership of our common units during the three months ended September 30, 2018 and 2017, respectively. We distributed $1.4 million and $3.2 million to Circle K related to its ownership of our IDRs and $12.3 million and $12.6 million related to its ownership of our common units during the nine months ended September 30, 2018 and 2017, respectively. Transactions with Affiliates of Members of our Board Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues from motor fuel sales to DMS $ 68,987 $ 64,741 $ 201,283 $ 180,928 Rental income from DMS 3,078 4,739 10,768 14,472 Accounts receivable from DMS totaled $7.8 million and $9.3 million at September 30, 2018 and December 31, 2017, respectively. During the second quarter of 2018, in connection with the transition of 43 sites in Florida from DMS to a third party multi-site operator of retail motor fuel stations, we accrued a $3.8 million contract termination payment, which was paid to DMS during the third quarter of 2018. This payment was approved by the independent conflicts committee of our Board. Additionally, we recorded a $2.2 million charge to write off deferred rent income related to our recapture of these sites from the master lease agreement with DMS. These charges are included in loss on dispositions and lease terminations, net in the statement of operations. See Note 1 for additional information on the agreements entered into with the third party multi-site operator. Revenues from rental income from Topstar were $0.1 and $0.2 million for the three and nine months ended September 30, 2018 and $0.2 million and $0.4 million for the three and nine months ended September 30, 2017, respectively. CrossAmerica leases real estate from certain other entities affiliated with Joseph V. Topper, Jr., a member of the Board. Rent expense paid to these entities was $0.3 million and $0.8 million for the three and nine months ended September 30, 2018 and $0.2 million and $0.7 million for the three and nine months ended September 30, 2017, respectively. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are performed by an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.1 million and $0.4 million for the three months ended September 30, 2018 and 2017 and $0.4 million and $1.3 million for the nine months ended September 30, 2018 and 2017, respectively. Accounts payable to this related party amounted to $0.4 million and $0.2 million at September 30, 2018 and December 31, 2017, respectively. Principal Executive Offices Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from Circle K that Circle K leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board. The management fee charged by Circle K to us under the Amended Omnibus Agreement includes this rental expense, which amounted to $0.2 million and $0.5 million for the three and nine months ended September 30, 2018 and $0.2 million and $0.5 million for the three and nine months ended September 30, 2017, respectively. Public Relations and Website Consulting Services We have engaged a company affiliated with John B. Reilly, III, a member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three and nine months ended September 30, 2018 and 2017. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. COMMITMENTS AND CONTINGENCIES Purchase Commitments We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contract year, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given year. We did not incur any significant penalties in 2017 or 2018. 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 a former executive 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, filed in May 2015). In connection with CST’s acquisition of our General Partner in 2014, the plaintiff alleged breach of contract and associated claims relating to his termination of employment and claimed severance benefits under the EICP. In October 2017, a jury awarded the plaintiff a total of $1.7 million. Such amount was recorded in general and administrative expenses in the statements of operations 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 We currently own or lease retail sites where refined petroleum products are being or have been handled. These retail sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination. We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will assume liability for existing environmental conditions. Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $3.5 million at both September 30, 2018 and December 31, 2017. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $3.1 million and $3.4 million at September 30, 2018 and December 31, 2017, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state funds. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies. The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims. Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us, and are still the responsibility of the Predecessor Entity. 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. As such, these environmental liabilities and indemnification assets are recorded on the balance sheet of the Predecessor Entity rather than the balance sheet of the Partnership. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. 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 2018 or 2017. As further discussed in Note 10, we have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. 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, 2018 and December 31, 2017 due to the short-term maturity of these instruments. The fair value of the revolving credit facility approximated its carrying values of $516.5 million as of September 30, 2018 and $506.0 million as of December 31, 2017, 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, 2018 | |
Equity Based Compensation [Abstract] | |
Equity-Based Compensation | Note 10. EQUITY-BASED COMPENSATION Overview We record equity-based compensation as a component of general and administrative expenses in the statements of operations. Equity-based compensation expense was $0.2 million for both the three months ended September 30, 2018 and 2017 and $0.3 million and $1.9 million for the nine months ended September 30, 2018 and 2017, respectively. Partnership Equity-Based Awards Awards to Employees of Circle K who Provide Services to us under the Amended Omnibus Agreement In August 2018, the Partnership granted 13,547 phantom performance unit awards to employees of Circle K who provide services to us under the Amended Omnibus Agreement, for which 35% vest upon the third anniversary of the grant date of such awards. The remaining 65% are subject to performance conditions relating to fuel volume, Adjusted EBITDA and employee engagement. These awards were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units. These awards may be settled in common units or cash at the discretion of the Board. Since we grant awards to employees of Circle K who provide services to us under the Amended Omnibus Agreement, and since the grants may be settled in cash, unvested phantom units and phantom performance units 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 liability was insignificant at September 30, 2018 and $0.7 million at December 31, 2017. The associated compensation cost was insignificant for all periods presented. Awards to Non-Employee Members of the Board In August 2018, the Partnership granted 15,580 phantom units to non-employee directors of the Board as a portion of director compensation. Such awards vest over one year and were accompanied by tandem distribution equivalent rights that entitle the holder to cash payments equal to the amount of unit distributions authorized to be paid to the holders of our common units. 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 vested in August 2018. The liability and associated compensation expense for these awards was insignificant for all periods presented. CST Equity-Based Awards In February 2017, CST granted approximately 47,000 equity-based awards in the form of time vested restricted stock units of CST to certain employees for services rendered on our behalf. Upon completion of the Merger, these awards converted to cash awards and remained subject to the same vesting terms and payment schedule of three annual tranches as those set forth in the original award agreement; provided that, upon completion of the Merger, such awards 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. The expense associated with these awards that was charged to us under the Amended Omnibus Agreement was $0.1 million and $0.2 million for the three and nine months ended September 30, 2018, respectively. Unrecognized compensation expense associated with these awards amounted to $0.4 million and $0.7 million as of September 30, 2018 and December 31, 2017, respectively, which will be recognized over the vesting term through January 2020. For the three and nine months ended September 30, 2017, the expense associated with CST equity-based awards in the form of time vested restricted stock units of CST, stock options of CST and market share units of CST, which was charged to us under the Amended Omnibus Agreement, was $0.1 million and $1.6 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. 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-qualified income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualified income exceeds this statutory limit, we would be taxed as a corporation. The non-qualified income did not exceed the statutory limit in any period presented. Certain activities that generate non-qualified 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 $0.3 million and $1.0 million for the three months ended September 30, 2018 and 2017, and an income tax benefit of $2.1 million and $1.7 million for the nine months ended September 30, 2018 and 2017, 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. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2018 | |
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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Distributions paid $ 18,084 $ 21,081 $ 57,501 $ 62,454 Allocation of distributions in excess of net income (loss) (12,909 ) (17,863 ) (61,379 ) (63,580 ) Limited partners’ interest in net income (loss) - basic and diluted $ 5,175 $ 3,218 $ (3,878 ) $ (1,126 ) Denominator: Weighted average limited partnership units outstanding - basic 34,439,416 33,931,056 34,311,998 33,773,964 Adjustment for phantom units (a) — 6,646 — — Weighted average limited partnership units outstanding - diluted 34,439,416 33,937,702 34,311,998 33,773,964 Net income (loss) per limited partnership unit - basic and diluted $ 0.15 $ 0.09 $ (0.11 ) $ (0.03 ) Distribution paid per common unit $ 0.5250 $ 0.6225 $ 1.6775 $ 1.8525 Distribution declared (with respect to each respective period) per common unit $ 0.5250 $ 0.6275 $ 1.5750 $ 1.8675 ( a ) Excludes 21,393 and 15,521 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three and nine months ended September 30, 2018, respectively. 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 2018 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2017 February 5, 2018 February 12, 2018 $ 0.6275 $ 21,415 March 31, 2018 May 18, 2018 May 25, 2018 0.5250 18,002 June 30, 2018 August 6, 2018 August 13, 2018 0.5250 18,084 September 30, 2018 November 5, 2018 November 13, 2018 0.5250 18,098 The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 13. 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, Circle K 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 Circle K and collect rent from both. The Retail segment includes the sale of convenience merchandise items, the retail sale of motor fuel at company operated retail sites and the retail sale of motor fuel at retail sites operated by commission agents. 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 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 business strategy, 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, 2018 Revenues from fuel sales to external customers $ 473,682 $ 148,155 $ — $ 621,837 Intersegment revenues from fuel sales 117,468 — (117,468 ) — Revenues from food and merchandise sales — 27,039 — 27,039 Rent income 19,128 2,021 — 21,149 Other revenue 785 — — 785 Total revenues $ 611,063 $ 177,215 $ (117,468 ) $ 670,810 Income from CST Fuel Supply equity interests $ 3,479 $ — $ — $ 3,479 Operating income (loss) $ 30,022 $ 2,065 $ (18,435 ) $ 13,652 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 interests $ 3,752 $ — $ — $ 3,752 Operating income (loss) $ 27,533 $ 2,409 $ (17,658 ) $ 12,284 Wholesale Retail Unallocated Consolidated Nine Months Ended September 30, 2018 Revenues from fuel sales to external customers $ 1,333,244 $ 422,966 $ — $ 1,756,210 Intersegment revenues from fuel sales 332,978 — (332,978 ) — Revenues from food and merchandise sales — 75,759 — 75,759 Rent income 58,277 6,054 — 64,331 Other revenue 2,375 — — 2,375 Total revenues $ 1,726,874 $ 504,779 $ (332,978 ) $ 1,898,675 Income from CST Fuel Supply equity interests $ 11,024 $ — $ — $ 11,024 Operating income (loss) $ 86,373 $ 5,312 $ (72,177 ) $ 19,508 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 interests $ 11,185 $ — $ — 11,185 Operating income (loss) $ 80,863 $ 4,092 $ (64,373 ) $ 20,582 Receivables relating to the revenue streams above are as follows: September 30, December 31, 2018 2017 Receivables from fuel and merchandise sales $ 35,392 $ 35,439 Receivables for rent and other lease-related charges 5,592 6,812 Total accounts receivable $ 40,984 $ 42,251 Performance obligations are satisfied as fuel is delivered to the customer. Many of our contracts with our customers include minimum purchase volumes measured on a monthly basis. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery. Receivables from rent and other lease-related charges are generally collected at the beginning of the month. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 14. SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in assets and liabilities as follows (in thousands): Nine Months Ended September 30, 2018 2017 Decrease (increase): Accounts receivable $ 999 $ 5,183 Accounts receivable from related parties (413 ) (1,492 ) Inventories (914 ) 674 Other current assets 407 166 Other assets 304 (2,509 ) Increase (decrease): Accounts payable 3,158 2,882 Accounts payable to related parties 380 5,576 Motor fuel taxes payable (1,144 ) (386 ) Accrued expenses and other current liabilities (871 ) 3,270 Other long-term liabilities (2,305 ) 178 Changes in operating assets and liabilities, net of acquisitions $ (399 ) $ 13,542 The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions. Supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2018 2017 Cash paid for interest $ 23,145 $ 19,185 Cash paid for income taxes, net of refunds received 1,385 822 Supplemental schedule of non-cash investing and financing activities (in thousands): Nine Months Ended September 30, 2018 2017 Amended Omnibus Agreement fees settled in our common units $ 6,518 $ 10,880 Sale of property and equipment in Section 1031 like-kind exchange transactions — 260 Issuance of capital lease obligations and recognition of asset retirement obligation related to the Getty Lease — 740 |
Description of Business and O_2
Description of Business and Other Disclosures (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014-09– Revenue from Contracts with Customers (Topic 606) Revenues from the delivery of motor fuel are recorded at the time of delivery to our customers, by which time the price is fixed, title to the products has transferred and payment has either been received or collection is reasonably assured, net of applicable discounts and allowances. Revenues from the sale of convenience store products are recognized at the time of sale to the customer. Revenues from leasing arrangements for which we are the lessor are recognized ratably over the term of the underlying lease. See Note 13 for additional information on our revenues and related receivables. |
Motor Fuel Taxes | Motor Fuel Taxes LGW collects motor fuel taxes, which consist of various pass through taxes collected from customers on behalf of taxing authorities, and remits such taxes directly to those taxing authorities. LGW’s accounting policy is to exclude the taxes collected and remitted from wholesale revenues and cost of sales and account for them as liabilities. LGWS’s retail sales and cost of sales include motor fuel taxes as the taxes are included in the cost paid for motor fuel and LGWS has no direct responsibility to collect or remit such taxes to the taxing authorities. This accounting policy is consistent with that used in prior periods. |
Investment in CST Fuel Supply | Investment in CST Fuel Supply ASU 2016-15– Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) |
New Accounting Guidance Pending Adoption | New Accounting Guidance Pending Adoption In February 2016, the FASB issued ASU 2016-02– Leases (Topic 842). Management continues to evaluate the impact of this new guidance, but the adoption will have a material impact on our balance sheet as we will be required to recognize right-of-use assets and lease liabilities for operating leases. We have performed certain system upgrades and further validated the completeness and accuracy of our lease data. We intend to apply each of the practical expedients in adopting this new guidance. Since our previous sale-leaseback transactions were accounted for as failed sale-leasebacks, we are required to reassess these leases under the new guidance as part of adopting ASU 2016-02. Although our analysis is not complete, we believe these leases will be accounted for as operating leases under the new guidance and the assets and sale-leaseback financing obligations currently recorded on the balance sheet will be removed with a transition adjustment to equity upon adoption. |
Concentration Risk | Concentration Risk For the nine months ended September 30, 2018, we distributed 12% of our total wholesale distribution volumes to DMS and DMS accounted for 17% of our rental income. For the nine months ended September 30, 2017, we distributed 14% of our total wholesale distribution volumes to DMS and DMS accounted for 23% of our rental income. In June 2018, we executed master fuel supply and master lease agreements with a third party multi-site operator of retail motor fuel stations, to which we transitioned 43 sites in Florida from DMS in the third quarter of 2018. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options. See Note 7 for information relating to our recapture of these sites from the master lease agreement with DMS. For the nine months ended September 30, 2018, we distributed 7% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 20% of our rental income from Circle K. For the nine months ended September 30, 2017, we distributed 8% of our total wholesale distribution volume to Circle K retail sites that are not supplied by CST Fuel Supply and received 22% of our rental income from Circle K. For more information regarding transactions with DMS and Circle K, see Note 7. For the nine months ended September 30, 2018, our wholesale business purchased approximately 26%, 26%, 12% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Circle K, respectively. 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. No other fuel suppliers accounted for 10% or more of our motor fuel purchases during the nine months ended September 30, 2018 and 2017. Valero supplied substantially all of the motor fuel purchased by CST Fuel Supply during all periods presented. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 Land $ 525 $ 4,946 Buildings and site improvements 136 5,785 Equipment 158 2,485 Total 819 13,216 Less accumulated depreciation (247 ) (1,508 ) Assets held for sale $ 572 $ 11,708 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories September 30, December 31, 2018 2017 Retail site merchandise $ 7,061 $ 7,806 Motor fuel 8,301 7,316 Inventories $ 15,362 $ 15,122 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2018 2017 Land $ 284,945 $ 285,682 Buildings and site improvements 363,160 362,207 Leasehold improvements 11,165 10,155 Equipment 188,658 185,733 Construction in progress 5,002 1,797 Property and equipment, at cost 852,930 845,574 Accumulated depreciation and amortization (194,416 ) (164,574 ) Property and equipment, net $ 658,514 $ 681,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): September 30, 2018 December 31, 2017 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 126,734 $ (66,268 ) $ 60,466 $ 127,955 $ (56,915 ) $ 71,040 Trademarks 2,064 (1,130 ) 934 2,064 (863 ) 1,201 Covenant not to compete 4,581 (3,911 ) 670 4,581 (3,300 ) 1,281 Below market leases 11,177 (9,829 ) 1,348 11,401 (8,860 ) 2,541 Total intangible assets $ 144,556 $ (81,138 ) $ 63,418 $ 146,001 $ (69,938 ) $ 76,063 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 $650 million revolving credit facility $ 516,500 $ 506,000 Capital lease obligations 25,474 27,220 Note payable — 765 Total debt and capital lease obligations 541,974 533,985 Current portion 2,254 2,916 Noncurrent portion 539,720 531,069 Deferred financing costs, net 1,645 1,922 Noncurrent portion, net of deferred financing costs $ 538,075 $ 529,147 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | We issued the following common units to Circle K 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, 2017 March 1, 2018 136,882 Quarter ended March 31, 2018 May 21, 2018 155,236 |
Circle K Stores Inc. [Member] | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues from motor fuel sales to Circle K $ 46,060 $ 36,449 $ 125,627 $ 100,683 Rental income from Circle K 4,198 4,262 12,593 12,823 |
DMS [Member] | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from motor fuel sales and rental income from DMS were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenues from motor fuel sales to DMS $ 68,987 $ 64,741 $ 201,283 $ 180,928 Rental income from DMS 3,078 4,739 10,768 14,472 |
Net Income per Limited Partners
Net Income per Limited Partnership Unit (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Net Income (Loss) and Allocation of Net Income (Loss) 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): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Distributions paid $ 18,084 $ 21,081 $ 57,501 $ 62,454 Allocation of distributions in excess of net income (loss) (12,909 ) (17,863 ) (61,379 ) (63,580 ) Limited partners’ interest in net income (loss) - basic and diluted $ 5,175 $ 3,218 $ (3,878 ) $ (1,126 ) Denominator: Weighted average limited partnership units outstanding - basic 34,439,416 33,931,056 34,311,998 33,773,964 Adjustment for phantom units (a) — 6,646 — — Weighted average limited partnership units outstanding - diluted 34,439,416 33,937,702 34,311,998 33,773,964 Net income (loss) per limited partnership unit - basic and diluted $ 0.15 $ 0.09 $ (0.11 ) $ (0.03 ) Distribution paid per common unit $ 0.5250 $ 0.6225 $ 1.6775 $ 1.8525 Distribution declared (with respect to each respective period) per common unit $ 0.5250 $ 0.6275 $ 1.5750 $ 1.8675 ( a ) Excludes 21,393 and 15,521 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three and nine months ended September 30, 2018, respectively. 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 2018 was as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2017 February 5, 2018 February 12, 2018 $ 0.6275 $ 21,415 March 31, 2018 May 18, 2018 May 25, 2018 0.5250 18,002 June 30, 2018 August 6, 2018 August 13, 2018 0.5250 18,084 September 30, 2018 November 5, 2018 November 13, 2018 0.5250 18,098 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 Revenues from fuel sales to external customers $ 473,682 $ 148,155 $ — $ 621,837 Intersegment revenues from fuel sales 117,468 — (117,468 ) — Revenues from food and merchandise sales — 27,039 — 27,039 Rent income 19,128 2,021 — 21,149 Other revenue 785 — — 785 Total revenues $ 611,063 $ 177,215 $ (117,468 ) $ 670,810 Income from CST Fuel Supply equity interests $ 3,479 $ — $ — $ 3,479 Operating income (loss) $ 30,022 $ 2,065 $ (18,435 ) $ 13,652 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 interests $ 3,752 $ — $ — $ 3,752 Operating income (loss) $ 27,533 $ 2,409 $ (17,658 ) $ 12,284 Wholesale Retail Unallocated Consolidated Nine Months Ended September 30, 2018 Revenues from fuel sales to external customers $ 1,333,244 $ 422,966 $ — $ 1,756,210 Intersegment revenues from fuel sales 332,978 — (332,978 ) — Revenues from food and merchandise sales — 75,759 — 75,759 Rent income 58,277 6,054 — 64,331 Other revenue 2,375 — — 2,375 Total revenues $ 1,726,874 $ 504,779 $ (332,978 ) $ 1,898,675 Income from CST Fuel Supply equity interests $ 11,024 $ — $ — $ 11,024 Operating income (loss) $ 86,373 $ 5,312 $ (72,177 ) $ 19,508 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 interests $ 11,185 $ — $ — 11,185 Operating income (loss) $ 80,863 $ 4,092 $ (64,373 ) $ 20,582 |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows: September 30, December 31, 2018 2017 Receivables from fuel and merchandise sales $ 35,392 $ 35,439 Receivables for rent and other lease-related charges 5,592 6,812 Total accounts receivable $ 40,984 $ 42,251 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 assets and liabilities as follows (in thousands): Nine Months Ended September 30, 2018 2017 Decrease (increase): Accounts receivable $ 999 $ 5,183 Accounts receivable from related parties (413 ) (1,492 ) Inventories (914 ) 674 Other current assets 407 166 Other assets 304 (2,509 ) Increase (decrease): Accounts payable 3,158 2,882 Accounts payable to related parties 380 5,576 Motor fuel taxes payable (1,144 ) (386 ) Accrued expenses and other current liabilities (871 ) 3,270 Other long-term liabilities (2,305 ) 178 Changes in operating assets and liabilities, net of acquisitions $ (399 ) $ 13,542 |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2018 2017 Cash paid for interest $ 23,145 $ 19,185 Cash paid for income taxes, net of refunds received 1,385 822 |
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): Nine Months Ended September 30, 2018 2017 Amended Omnibus Agreement fees settled in our common units $ 6,518 $ 10,880 Sale of property and equipment in Section 1031 like-kind exchange transactions — 260 Issuance of capital lease obligations and recognition of asset retirement obligation related to the Getty Lease — 740 |
Description of Business and O_3
Description of Business and Other Disclosures - Description of Business - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Concentration Risk [Line Items] | |
Merger agreement date | Jun. 28, 2017 |
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 21.70% |
Accounting Standards Update 2014-09 [Member] | |
Concentration Risk [Line Items] | |
Percentage effect on revenue | 90.00% |
Description of Business and O_4
Description of Business and Other Disclosures - Concentration Risk - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2018SiteRenewalOption | Sep. 30, 2018 | Sep. 30, 2017 | |
Applegreen plc [Member] | Master Fuel Supply and Master Lease Agreements [Member] | |||
Concentration Risk [Line Items] | |||
Lease agreements initial terms | 10 years | ||
Number of renewal options | RenewalOption | 4 | ||
Lease renewal options terms | 5 years | ||
Lease agreement term description | a third party multi-site operator of retail motor fuel stations, to which we transitioned 43 sites in Florida from DMS in the third quarter of 2018. The master fuel supply and master lease agreements have an initial 10-year term with four 5-year renewal options. | ||
Applegreen plc [Member] | Master Fuel Supply and Master Lease Agreements [Member] | Florida [Member] | |||
Concentration Risk [Line Items] | |||
Number of sites transition | Site | 43 | ||
Wholesale Distribution Volumes [Member] | DMS [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 14.00% | |
Wholesale Distribution Volumes [Member] | Circle K Stores Inc. [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 7.00% | 8.00% | |
Rental Income [Member] | DMS [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 17.00% | 23.00% | |
Rental Income [Member] | Circle K Stores Inc. [Member] | Sales Revenue, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 20.00% | 22.00% | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | ExxonMobil, Corp [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 26.00% | 28.00% | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | BP P.L.C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 26.00% | 27.00% | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Motiva (Shell) [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 17.00% | |
Supplier Concentration Risk [Member] | Purchases Net [Member] | Other suppliers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 10.00% |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018USD ($)Store | Sep. 30, 2017USD ($)Property | Sep. 30, 2018USD ($)Store | Sep. 30, 2017USD ($)Property | Jun. 30, 2018Store | Dec. 31, 2017Store | |
Long Lived Assets Held-for-sale [Line Items] | ||||||
Contributions from parent company | $ 329,000 | |||||
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 | $ 6,700,000 | $ 6,700,000 | ||||
Gain (loss) on sales of assets, net | $ 2,200,000 | $ 2,200,000 | ||||
Circle K Stores Inc. [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Number of Stores | Store | 47 | 47 | ||||
DMR [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Number of properties sold | Property | 28 | 28 | ||||
Consideration received on property sale | $ 16,600,000 | $ 16,600,000 | ||||
Gain (loss) on sales of assets, net | (500,000) | (500,000) | ||||
Escrow deposit | $ 3,000,000 | $ 3,000,000 | ||||
Additional properties under escrow | Property | 3 | 3 | ||||
Circle K [Member] | Properties Disposed Upon FTC's Requirement [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Contributions from parent company | $ 300,000 | $ 300,000 | ||||
DMS [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Number of Stores | Store | 43 | |||||
Earn-out payment receivable | 800,000 | 800,000 | ||||
Assets Held-for-sale [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Number of Stores | Store | 1 | 1 | 12 | |||
Number of stores divested | Store | 11 | |||||
Proceeds from sale of assets | $ 4,900,000 | |||||
Impairment charges | $ 0 | $ 0 | $ 8,900,000 | $ 0 | ||
Maximum possible civil penalties per day if violates FTC divestiture orders | $ 41,000 | |||||
Assets Held-for-sale [Member] | Circle K Stores Inc. [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Number of stores divested | Store | 9 | 9 | ||||
Proceeds from divestiture of businesses | $ 6,300,000 | |||||
Assets Held-for-sale [Member] | Retail [Member] | Goodwill [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impairment charges | 300,000 | |||||
Assets Held-for-sale [Member] | Wholesale Fuel Distribution Rights [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impairment charges | $ 1,200,000 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 852,930 | $ 845,574 |
Less accumulated depreciation | (194,416) | (164,574) |
Assets held for sale | 658,514 | 681,000 |
Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 284,945 | 285,682 |
Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 363,160 | 362,207 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 188,658 | 185,733 |
Assets Held-for-sale [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 819 | 13,216 |
Less accumulated depreciation | (247) | (1,508) |
Assets held for sale | 572 | 11,708 |
Assets Held-for-sale [Member] | Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 525 | 4,946 |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 136 | 5,785 |
Assets Held-for-sale [Member] | Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 158 | $ 2,485 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Retail site merchandise | $ 7,061 | $ 7,806 |
Motor fuel | 8,301 | 7,316 |
Inventories | $ 15,362 | $ 15,122 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 852,930 | $ 845,574 |
Less accumulated depreciation | (194,416) | (164,574) |
Assets held for sale | 658,514 | 681,000 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 284,945 | 285,682 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 363,160 | 362,207 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 11,165 | 10,155 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 188,658 | 185,733 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 5,002 | $ 1,797 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 144,556 | $ 146,001 |
Finite-Lived Intangible Assets, Accumulated Amortization | (81,138) | (69,938) |
Intangible assets, net | 63,418 | 76,063 |
Wholesale fuel supply contracts/rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 126,734 | 127,955 |
Finite-Lived Intangible Assets, Accumulated Amortization | (66,268) | (56,915) |
Intangible assets, net | 60,466 | 71,040 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,064 | 2,064 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,130) | (863) |
Intangible assets, net | 934 | 1,201 |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 4,581 | 4,581 |
Finite-Lived Intangible Assets, Accumulated Amortization | (3,911) | (3,300) |
Intangible assets, net | 670 | 1,281 |
Below market lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 11,177 | 11,401 |
Finite-Lived Intangible Assets, Accumulated Amortization | (9,829) | (8,860) |
Intangible assets, net | $ 1,348 | $ 2,541 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Apr. 20, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 5,300,000 | $ 5,300,000 | $ 6,700,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | 45,700,000 | 45,700,000 | ||
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | 20,000,000 | 20,000,000 | ||
Material Acquisition Under Financial Covenants | $ 30,000,000 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity date | Apr. 25, 2020 | Mar. 4, 2019 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 650,000,000 | $ 550,000,000 | $ 550,000,000 | |
Commitment fee range | 0.45% | 0.20% | ||
Revolving Credit Facility [Member] | Maximum [Member] | Jet-Pep Assets Acquisition [Member] | ||||
Debt Instrument [Line Items] | ||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 500.00% | |||
Base Rate [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 0.50% | ||
Reduction in applicable margin on variable rate | 0.50% | |||
LIBOR [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | 1.50% | ||
Reduction in applicable margin on variable rate | 0.50% | |||
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 | $ 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 | 4.66% | 4.66% | ||
Notes Payable to Banks [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
Three Quarters to Four Quarters After Closing Of Material Acquisition [Member] | Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line Of Credit Facility Financial Covenants Combined Leverage Ratio | 5.00% | 4.50% |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
$650 million revolving credit facility | $ 516,500 | $ 506,000 |
Capital lease obligations | 25,474 | 27,220 |
Note payable | 765 | |
Total debt and capital lease obligations | 541,974 | 533,985 |
Current portion | 2,254 | 2,916 |
Noncurrent portion | 539,720 | 531,069 |
Deferred financing costs, net | 1,645 | 1,922 |
Noncurrent portion, net of deferred financing costs | $ 538,075 | $ 529,147 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) $ in Thousands | May 31, 2018USD ($)Retailsite | Mar. 31, 2018USD ($)Retailsite | Sep. 30, 2018USD ($)Store | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)StoreTradingday | Sep. 30, 2017USD ($) | Jun. 30, 2018Store | Apr. 26, 2018 | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |||||||||
Accounts Receivable, Related Parties | $ 14,496 | $ 14,496 | $ 14,459 | ||||||
Income from CST Fuel Supply equity interests | 3,479 | $ 3,752 | 11,024 | $ 11,185 | |||||
Cost of Services | 627,012 | 502,517 | 1,770,954 | 1,421,524 | |||||
Payment of leasehold interest | 485 | ||||||||
Accounts payable to related parties | 26,967 | 26,967 | 25,512 | ||||||
Incentive Distribution, Distribution | 133 | 1,115 | 1,446 | 3,162 | |||||
Rental income | 21,149 | 21,644 | 64,331 | 65,090 | |||||
Operating Leases, Rent Expense | $ 4,980 | 4,876 | $ 14,775 | 14,593 | |||||
Wholesale fuel supply contracts/rights | CST Brands Inc. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Equity method investment, ownership percentage | 17.50% | 17.50% | |||||||
Income from CST Fuel Supply equity interests | $ 3,500 | 3,800 | $ 11,000 | 11,200 | |||||
Amended and Restated Omnibus Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of commission | 2.57% | ||||||||
Cost and expenses incurred | $ 2,900 | 2,900 | $ 8,900 | 11,500 | |||||
Trading days | Tradingday | 20 | ||||||||
Circle K Stores Inc. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Stores | Store | 47 | 47 | |||||||
Number of retail stores | Store | 73 | ||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 10 years | 10 years | |||||||
Related Party Transaction, Purchases from Related Party | $ 600 | $ 1,300 | |||||||
Number of lease hold interest acquired In retail sites | Retailsite | 3 | 3 | |||||||
Payment of leasehold interest | $ 500 | $ 500 | |||||||
Amounts payable to fuel purchases and freight commissions to related parties | 7,100 | 7,100 | 7,000 | ||||||
Incentive Distribution, Distribution | 100 | 1,100 | 1,400 | 3,200 | |||||
Dividends, Cash | 3,900 | 4,300 | 12,300 | 12,600 | |||||
Circle K Stores Inc. [Member] | Franchise [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of Services | 400 | 900 | |||||||
Circle K Stores Inc. [Member] | Fuel Sales And Transportation [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Receivable, Related Parties | $ 5,100 | $ 5,100 | 3,900 | ||||||
Circle K Stores Inc. [Member] | Jet Pep Assets Acquisition [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Stores | Store | 99 | 99 | |||||||
Related Party Transaction, Purchases from Related Party | $ 32,700 | $ 98,500 | |||||||
Circle K Stores Inc. [Member] | Fuel Supply To Franchised Holiday Stores [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Purchases from Related Party | 15,100 | 39,500 | |||||||
Circle K Stores Inc. [Member] | Amended and Restated Omnibus Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts payable to related parties | 19,500 | 19,500 | 18,300 | ||||||
Circle K Stores Inc. [Member] | Amended and Restated Omnibus Agreement [Member] | General and Administrative Expenses [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Severance, benefit, and retention costs | 200 | 6,800 | |||||||
CST Brands Inc. [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Operating Leases, Rent Expense | $ 200 | $ 200 | $ 500 | $ 500 | |||||
CST Brands Inc. [Member] | Wholesale fuel supply contracts/rights | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Stores | Store | 21 | 21 | |||||||
Equity method investment, ownership percentage | 17.50% | 17.50% | 17.50% | 17.50% | |||||
Related Party Transaction, Purchases from Related Party | $ 4,400 | $ 6,200 | $ 14,700 | $ 17,900 | |||||
Couche-Tard [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of commission | 2.57% | 2.57% | |||||||
Commission on transportation costs | $ 100 | $ 400 | |||||||
DMS [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of Stores | Store | 43 | ||||||||
Accounts Receivable, Related Parties | 7,800 | 7,800 | 9,300 | ||||||
Accounts payable to related parties | 3,800 | 3,800 | |||||||
Write off of Deferred Rent Income Charges | 2,200 | ||||||||
Rental income | 3,078 | 4,739 | 10,768 | 14,472 | |||||
Topper And Entities [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts payable to related parties | 400 | 400 | $ 200 | ||||||
Rental income | 100 | 200 | 200 | 400 | |||||
Operating Leases, Rent Expense | 300 | 200 | 800 | 700 | |||||
Topper And Entities [Member] | Environmental Remediation [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of Services | $ 100 | $ 400 | $ 400 | $ 1,300 |
Related-Party Transactions - Re
Related-Party Transactions - Revenues from Wholesale Fuel Sales and Real Property Rental Income from Circle K (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | $ 122,383 | $ 110,337 | $ 350,454 | $ 309,313 |
(a) Includes rental income of: | 21,149 | 21,644 | 64,331 | 65,090 |
Circle K Stores Inc. [Member] | Fuel Sales And Transportation [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 46,060 | 36,449 | 125,627 | 100,683 |
Circle K Stores Inc. [Member] | Other Income [Member] | ||||
Related Party Transaction [Line Items] | ||||
(a) Includes rental income of: | $ 4,198 | $ 4,262 | $ 12,593 | $ 12,823 |
Related-Party Transactions - Co
Related-Party Transactions - Common Units Issued to Circle K as Consideration for Amounts Due Under the Terms of the Amended Omnibus Agreement (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Common Units Issued To C S T As Consideration For Amounts Due Under Terms Of Amended Omnibus Agreement [Abstract] | ||
Date of Issuance | May 21, 2018 | Mar. 1, 2018 |
Number of Common Units Issued | 155,236 | 136,882 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | $ 122,383 | $ 110,337 | $ 350,454 | $ 309,313 |
Rental income | 21,149 | 21,644 | 64,331 | 65,090 |
DMS [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 68,987 | 64,741 | 201,283 | 180,928 |
Rental income | $ 3,078 | $ 4,739 | $ 10,768 | $ 14,472 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Litigation settlement, amount awarded to plaintiff | $ 1.7 | $ 1.7 | ||
Legal fees | $ 0.6 | |||
Environmental liabilities | $ 3.5 | $ 3.5 | ||
Other Assets [Member] | ||||
Commitments And Contingencies Disclosure [Abstract] | ||||
Indemnification assets related to third party escrow funds, state funds or insurance | $ 3.1 | $ 3.4 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 516.5 | $ 506 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2018 | Aug. 31, 2017 | Feb. 28, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 200 | $ 200 | $ 300 | $ 1,900 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 47,000 | |||||||
Accrued Share-based Compensation Cost | $ 700 | |||||||
Equity-based employee and directors compensation expense | 340 | 1,889 | ||||||
Unrecognized compensation expense associated with CST restricted stock units granted | 400 | $ 400 | $ 700 | |||||
Phantom Share Units (PSUs) [Member] | Circle K [Member] | Amended and Restated Omnibus Agreement [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 | 13,547 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, award vesting rights description | under the Amended Omnibus Agreement, for which 35% vest upon the third anniversary of the grant date of such awards. The remaining 65% are subject to performance conditions relating to fuel volume, Adjusted EBITDA and employee engagement. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, remaining vesting percentage subject to performance conditions | 65.00% | |||||||
Phantom Share Units (PSUs) [Member] | Circle K [Member] | Amended and Restated Omnibus Agreement [Member] | Third Anniversary [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, award vesting percentage | 35.00% | |||||||
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 | 15,580 | 10,539 | ||||||
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 | $ 100 | $ 200 | $ 1,600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax expense (benefit) | $ 303 | $ 966 | $ (2,122) | $ (1,686) |
Income Tax Holiday, Description | As a limited partnership, we are not subject to federal and state income taxes, however our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income, 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-qualified income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualified income exceeds this statutory limit, we would be taxed as a corporation. The non-qualified income did not exceed the statutory limit in any period presented. | |||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Limited Partnership Percentage Of Non Qualifying Income To Gross Income | 10.00% |
Net Income Per Limited Partne_2
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Numerator: | |||||
Distributions paid | $ 18,217 | $ 22,214 | $ 58,965 | $ 65,676 | |
Denominator: | |||||
Weighted average limited partnership units outstanding - basic | 34,439,416 | 33,931,056 | 34,311,998 | 33,773,964 | |
Limited Partners Units [Member] | |||||
Numerator: | |||||
Distributions paid | $ 18,084 | $ 21,081 | $ 57,501 | $ 62,454 | |
Allocation of distributions in excess of net income (loss) | (12,909) | (17,863) | (61,379) | (63,580) | |
Limited partners’ interest in net income (loss) - basic and diluted | $ 5,175 | $ 3,218 | $ (3,878) | $ (1,126) | |
Denominator: | |||||
Weighted average limited partnership units outstanding - basic | 34,439,416 | 33,931,056 | 34,311,998 | 33,773,964 | |
Adjustment for phantom units | [1] | 6,646 | |||
Weighted average limited partnership units outstanding - diluted | 34,439,416 | 33,937,702 | 34,311,998 | 33,773,964 | |
Net income (loss) per limited partnership unit - basic and diluted | $ 0.15 | $ 0.09 | $ (0.11) | $ (0.03) | |
Distribution paid per common unit | 0.5250 | 0.6225 | 1.6775 | 1.8525 | |
Distribution declared (with respect to each respective period) per common unit | $ 0.5250 | $ 0.6275 | $ 1.5750 | $ 1.8675 | |
[1] | Excludes 21,393 and 15,521 potentially dilutive securities from the calculation of diluted earnings per common unit because to do so would be antidilutive for the three and nine months ended September 30, 2018, respectively. 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 Partne_3
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, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 21,393 | 15,521 | 18,217 |
Net Income Per Limited Partne_4
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, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Distributions [Abstract] | ||||
Record Date | Nov. 5, 2018 | Aug. 6, 2018 | May 18, 2018 | Feb. 5, 2018 |
Payment Date | Nov. 13, 2018 | Aug. 13, 2018 | May 25, 2018 | Feb. 12, 2018 |
Cash Distribution (per unit) | $ 0.5250 | $ 0.5250 | $ 0.5250 | $ 0.6275 |
Cash Distribution (in thousands) | $ 18,098 | $ 18,084 | $ 18,002 | $ 21,415 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2018Segment | |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 670,810 | $ 544,092 | $ 1,898,675 | $ 1,542,167 |
Intersegment revenues from fuel sales | 0 | 0 | 0 | 0 |
Rental income | 21,149 | 21,644 | 64,331 | 65,090 |
Income from CST Fuel Supply equity interests | 3,479 | 3,752 | 11,024 | 11,185 |
Operating income (loss) | 13,652 | 12,284 | 19,508 | 20,582 |
Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 621,837 | 493,581 | 1,756,210 | 1,395,192 |
Food and Merchandise Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 27,039 | 28,366 | 75,759 | 80,077 |
Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 785 | 501 | 2,375 | 1,808 |
Unallocated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (117,468) | (69,504) | (332,978) | (200,147) |
Intersegment revenues from fuel sales | (117,468) | (69,504) | (332,978) | (200,147) |
Rental income | 0 | 0 | 0 | 0 |
Income from CST Fuel Supply equity interests | 0 | 0 | 0 | 0 |
Operating income (loss) | (18,435) | (17,658) | (72,177) | (64,373) |
Unallocated [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Unallocated [Member] | Food and Merchandise Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Unallocated [Member] | Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Wholesale [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 611,063 | 490,309 | 1,726,874 | 1,384,866 |
Intersegment revenues from fuel sales | 117,468 | 69,504 | 332,978 | 200,147 |
Rental income | 19,128 | 20,008 | 58,277 | 60,008 |
Income from CST Fuel Supply equity interests | 3,479 | 3,752 | 11,024 | 11,185 |
Operating income (loss) | 30,022 | 27,533 | 86,373 | 80,863 |
Wholesale [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 473,682 | 400,296 | 1,333,244 | 1,122,903 |
Wholesale [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Wholesale [Member] | Operating Segments [Member] | Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 785 | 501 | 2,375 | 1,808 |
Retail [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 177,215 | 123,287 | 504,779 | 357,448 |
Intersegment revenues from fuel sales | 0 | 0 | 0 | 0 |
Rental income | 2,021 | 1,636 | 6,054 | 5,082 |
Income from CST Fuel Supply equity interests | 0 | 0 | 0 | 0 |
Operating income (loss) | 2,065 | 2,409 | 5,312 | 4,092 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 148,155 | 93,285 | 422,966 | 272,289 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 27,039 | 28,366 | 75,759 | 80,077 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 40,984 | $ 42,251 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 35,392 | 35,439 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 5,592 | $ 6,812 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Current Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Decrease (increase): | ||
Accounts receivable | $ 999 | $ 5,183 |
Accounts receivable from related parties | (413) | (1,492) |
Inventories | (914) | 674 |
Other current assets | 407 | 166 |
Other assets | 304 | (2,509) |
Increase (decrease): | ||
Accounts payable | 3,158 | 2,882 |
Accounts payable to related parties | 380 | 5,576 |
Motor fuel taxes payable | (1,144) | (386) |
Accrued expenses and other current liabilities | (871) | 3,270 |
Other long-term liabilities | (2,305) | 178 |
Changes in operating assets and liabilities, net of acquisitions | $ (399) | $ 13,542 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 23,145 | $ 19,185 |
Cash paid for income taxes, net of refunds received | $ 1,385 | $ 822 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | |||
Amended Omnibus Agreement fees settled in our common units | $ 3,162 | $ 6,518 | $ 10,880 |
Sale of property and equipment in Section 1031 like-kind exchange transactions | 260 | ||
Issuance of capital lease obligations and recognition of asset retirement obligation related to the Getty Lease | $ 740 |