Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | CROSSAMERICA PARTNERS LP | |
Entity Central Index Key | 0001538849 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | CAPL | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 37,891,701 | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Units | |
Security Exchange Name | NYSE | |
Entity File Number | 001-35711 | |
Entity Tax Identification Number | 45-4165414 | |
Entity Address, Address Line One | 645 Hamilton Street | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Allentown | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 18101 | |
City Area Code | 610 | |
Local Phone Number | 625-8000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 8,247 | $ 513 |
Accounts receivable, net of allowances of $339 and $429, respectively | 39,169 | 28,519 |
Accounts receivable from related parties | 836 | 931 |
Inventory | 39,552 | 23,253 |
Assets held for sale | 3,901 | 9,898 |
Other current assets | 18,290 | 11,707 |
Total current assets | 109,995 | 74,821 |
Property and equipment, net | 756,642 | 570,856 |
Right-of-use assets, net | 170,939 | 167,860 |
Intangible assets, net | 120,308 | 92,912 |
Goodwill | 100,115 | 88,764 |
Other assets | 22,006 | 19,129 |
Total assets | 1,280,005 | 1,014,342 |
Current liabilities: | ||
Current portion of debt and finance lease obligations | 9,923 | 2,631 |
Current portion of operating lease obligations | 34,828 | 31,958 |
Accounts payable | 85,717 | 63,978 |
Accounts payable to related parties | 9,205 | 5,379 |
Accrued expenses and other current liabilities | 24,527 | 23,267 |
Motor fuel and sales taxes payable | 23,233 | 19,735 |
Total current liabilities | 187,433 | 146,948 |
Debt and finance lease obligations, less current portion | 795,626 | 527,299 |
Operating lease obligations, less current portion | 141,979 | 141,380 |
Deferred tax liabilities, net | 13,917 | 15,022 |
Asset retirement obligations | 45,430 | 41,450 |
Other long-term liabilities | 34,071 | 32,575 |
Total liabilities | 1,218,456 | 904,674 |
Commitments and contingencies | ||
Common units—37,891,701 and 37,868,046 units issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 61,396 | 112,124 |
Accumulated other comprehensive income (loss) | 153 | (2,456) |
Total equity | 61,549 | 109,668 |
Total liabilities and equity | $ 1,280,005 | $ 1,014,342 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Account receivable allowance | $ 339 | $ 429 |
Shares issued | 37,891,701 | 37,868,046 |
Shares outstanding | 37,891,701 | 37,868,046 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Operating revenues | $ 985,122 | $ 591,022 | $ 2,501,740 | $ 1,381,119 |
Costs of sales | 909,391 | 528,750 | 2,306,047 | 1,225,470 |
Gross profit | 75,731 | 62,272 | 195,693 | 155,649 |
Income from CST Fuel Supply equity interests | 3,202 | |||
Operating expenses: | ||||
Operating expenses | 34,548 | 27,508 | 95,021 | 63,328 |
General and administrative expenses | 9,903 | 5,363 | 24,429 | 15,440 |
Depreciation, amortization and accretion expense | 19,118 | 18,590 | 56,732 | 51,867 |
Total operating expenses | 63,569 | 51,461 | 176,182 | 130,635 |
Gain on dispositions and lease terminations, net | 426 | 12,881 | 375 | 79,237 |
Operating income | 12,588 | 23,692 | 19,886 | 107,453 |
Other income, net | 127 | 143 | 419 | 358 |
Interest expense | (4,928) | (3,522) | (12,295) | (13,183) |
Income before income taxes | 7,787 | 20,313 | 8,010 | 94,628 |
Income tax benefit | (1,065) | (892) | (1,664) | (3,868) |
Net income | 8,852 | 21,205 | 9,674 | 98,496 |
IDR distributions | (133) | |||
Net income available to limited partners | $ 8,852 | $ 21,205 | $ 9,674 | $ 98,363 |
Basic and diluted earnings per common unit | $ 0.23 | $ 0.56 | $ 0.26 | $ 2.64 |
Weighted-average limited partner units: | ||||
Basic common units | 37,887,493 | 37,867,647 | 37,877,273 | 37,202,087 |
Diluted common units | 37,906,799 | 37,868,610 | 37,898,036 | 37,202,087 |
Supplemental information: | ||||
(a) includes excise taxes of: | $ 62,427 | $ 47,222 | $ 156,180 | $ 95,929 |
(a) includes rent income of: | 21,498 | 19,747 | 62,832 | 62,859 |
(b) includes rent expense of: | 5,968 | 6,036 | 17,912 | 19,088 |
(c) includes rent expense of: | $ 3,353 | $ 3,310 | $ 9,814 | $ 5,832 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 9,674 | $ 98,496 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion expense | 56,732 | 51,867 |
Amortization of deferred financing costs | 1,182 | 781 |
Credit loss expense | 70 | 1,014 |
Deferred income tax benefit | (2,199) | (4,047) |
Equity-based employee and director compensation expense | 1,096 | 83 |
Gain on dispositions and lease terminations, net | (375) | (87,225) |
Changes in operating assets and liabilities, net of acquisitions | 10,087 | 25,534 |
Net cash provided by operating activities | 76,267 | 86,503 |
Cash flows from investing activities: | ||
Principal payments received on notes receivable | 151 | 246 |
Proceeds from sale of assets | 11,012 | 13,757 |
Capital expenditures | (32,370) | (24,439) |
Cash paid in connection with acquisitions, net of cash acquired | (261,993) | (28,244) |
Net cash used in investing activities | (283,200) | (15,631) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 167,000 | 159,098 |
Repayments on revolving credit facilities | (43,452) | (170,580) |
Borrowings under the Term Loan Facility | 159,950 | |
Payments of finance lease obligations | (1,944) | (1,830) |
Payments of deferred financing costs | (7,135) | |
Distributions paid on distribution equivalent rights | (93) | (8) |
Distributions paid to holders of the IDRs | (133) | |
Distributions paid on common units | (59,659) | (57,871) |
Net cash provided by (used in) financing activities | 214,667 | (71,324) |
Net increase (decrease) in cash and cash equivalents | 7,734 | (452) |
Cash and cash equivalents at beginning of period | 513 | 1,780 |
Cash and cash equivalents at end of period | $ 8,247 | 1,328 |
Circle K Stores Inc. [Member] | ||
Cash flows from investing activities: | ||
Proceeds from sale of assets | $ 23,049 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands | Total | Common units-public [Member] | Incentive Distributions Rights [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Dec. 31, 2019 | $ 78,397 | $ 78,397 | ||
Balance, Common Units at Dec. 31, 2019 | 34,494,441 | |||
Net income | 98,496 | $ 98,363 | $ 133 | |
Other comprehensive Income (loss) | ||||
Unrealized gain (loss) on interest rate swap contracts | (3,179) | $ (3,179) | ||
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 178 | 178 | ||
Total other comprehensive income (loss) | (3,001) | (3,001) | ||
Comprehensive income (loss) | 95,495 | 98,363 | 133 | (3,001) |
Vesting of equity awards, net of units withheld for tax | 26 | $ 26 | ||
Vesting of equity awards, net of units withheld for tax, Units | 2,041 | |||
Acquisition of assets from entities under common control, net of fair value of common units issued | 4,169 | $ 4,169 | ||
Acquisition of assets from entities under common control, net of fair value of common units issued | 842,891 | |||
Issuance of units to the Topper Group in connection with the Equity Restructuring Agreement, Units | 2,528,673 | |||
Distributions paid | (58,012) | $ (57,879) | $ (133) | |
Balance at Sep. 30, 2020 | 120,075 | $ 123,076 | (3,001) | |
Balance, Common Units at Sep. 30, 2020 | 37,868,046 | |||
Balance at Jun. 30, 2020 | 118,514 | $ 121,732 | (3,218) | |
Balance, Common Units at Jun. 30, 2020 | 37,866,005 | |||
Net income | 21,205 | $ 21,205 | ||
Other comprehensive Income (loss) | ||||
Unrealized gain (loss) on interest rate swap contracts | 13 | 13 | ||
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 204 | 204 | ||
Total other comprehensive income (loss) | 217 | 217 | ||
Comprehensive income (loss) | 21,422 | 21,205 | 217 | |
Vesting of equity awards, net of units withheld for tax | 26 | $ 26 | ||
Vesting of equity awards, net of units withheld for tax, Units | 2,041 | |||
Distributions paid | (19,887) | $ (19,887) | ||
Balance at Sep. 30, 2020 | 120,075 | $ 123,076 | (3,001) | |
Balance, Common Units at Sep. 30, 2020 | 37,868,046 | |||
Balance at Dec. 31, 2020 | 109,668 | $ 112,124 | (2,456) | |
Balance, Common Units at Dec. 31, 2020 | 37,868,046 | |||
Net income | 9,674 | $ 9,674 | ||
Other comprehensive Income (loss) | ||||
Unrealized gain (loss) on interest rate swap contracts | 1,860 | 1,860 | ||
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 749 | 749 | ||
Total other comprehensive income (loss) | 2,609 | 2,609 | ||
Comprehensive income (loss) | 12,283 | 9,674 | 2,609 | |
Vesting of equity awards, net of units withheld for tax | 318 | $ 318 | ||
Vesting of equity awards, net of units withheld for tax, Units | 16,833 | |||
Tax effect from intra-entity transfer of assets | (1,094) | $ (1,094) | ||
Distributions paid | (59,752) | (59,752) | ||
Balance at Sep. 30, 2021 | 61,549 | $ 61,396 | 153 | |
Balance, Common Units at Sep. 30, 2021 | 37,891,701 | |||
Other comprehensive Income (loss) | ||||
Issuance of units related to 2020 Bonus Plan | 126 | $ 126 | ||
Issuance of units related to 2020 Bonus Plan, Units | 6,822 | |||
Balance at Jun. 30, 2021 | 72,139 | $ 72,162 | (23) | |
Balance, Common Units at Jun. 30, 2021 | 37,874,868 | |||
Net income | 8,852 | $ 8,852 | ||
Other comprehensive Income (loss) | ||||
Unrealized gain (loss) on interest rate swap contracts | (89) | (89) | ||
Realized loss on interest rate swap contracts reclassified from AOCI into interest expense | 265 | 265 | ||
Total other comprehensive income (loss) | 176 | 176 | ||
Comprehensive income (loss) | 9,028 | 8,852 | 176 | |
Vesting of equity awards, net of units withheld for tax | 318 | $ 318 | ||
Vesting of equity awards, net of units withheld for tax, Units | 16,833 | |||
Tax effect from intra-entity transfer of assets | (12) | $ (12) | ||
Distributions paid | (19,924) | (19,924) | ||
Balance at Sep. 30, 2021 | $ 61,549 | $ 61,396 | $ 153 | |
Balance, Common Units at Sep. 30, 2021 | 37,891,701 |
Description of Business and Oth
Description of Business and Other Disclosures | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Other Disclosures | Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES Our business consists of: • the wholesale distribution of motor fuels; • the owning or leasing of retail sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the retail sites; • the retail sale of motor fuels to end customers at retail sites operated by commission agents and, since April 14, 2020, ourselves; and • since April 14, 2020, the operation of retail sites, including the sale of convenience merchandise to end customers. We had no company operated sites from September 30, 2019 through April 14, 2020. 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 and CAPL JKM Wholesale, which distribute motor fuels on a wholesale basis and generate qualifying income under Section 7704(d) of the Internal Revenue Code; • LGPR, which functions as our real estate holding company and holds assets that generate qualifying rental income under Section 7704(d) of the Internal Revenue Code; • LGWS, which owns and leases (or leases and sub-leases) real estate and personal property used in the retail sale of motor fuels, as well as provides maintenance and other services to its customers. In addition, LGWS sells motor fuel on a retail basis at sites operated by commission agents. Since our acquisition of retail and wholesale assets that closed on April 14, 2020, LGWS also sells motor fuels on a retail basis and sells convenience merchandise items to end customers at company operated retail sites. Income from LGWS generally is not qualifying income under Section 7704(d) of the Internal Revenue Code; and • Joe’s Kwik Marts, which owns and leases real estate and personal property at our company operated sites that we recently acquired from 7-Eleven. Joe’s Kwik Marts also sells motor fuels on a retail basis and sells convenience merchandise items to end customers. Income from Joe’s Kwik Marts generally is not qualifying income under Sections 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, 2021 and for the three and nine months ended September 30, 2021 and 2020 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2020 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. The COVID-19 Pandemic has impacted our business and these seasonal trends typical in our business. See the “COVID-19 Pandemic” section below. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions. Significant Accounting Policies Certain new accounting pronouncements have become effective for our financial statements during 2021, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures. Concentration Risk Approximately 12% and 14% of our rent income for the nine months ended September 30, 2021 and 2020, respectively, was from one multi-site operator. For the nine months ended September 30, 2021, our wholesale business purchased approximately 36%, 23%, 11% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. For the nine months ended September 30, 2020, our wholesale business purchased approximately 27%, 22%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. No other fuel suppliers accounted for 10% Approximately 16% Prior Year Acquisitions We completed six tranches of the asset exchange with Circle K on May 21, 2019, September 5, 2019, February 25, 2020, April 7, 2020, May 5, 2020 and September 15, 2020. With the closing of the sixth tranche, the transactions contemplated under the Asset Exchange Agreement we entered into with Circle K on December 17, 2018 (“Asset Exchange Agreement”) were concluded. Through these transactions, we acquired 191 sites in exchange for the real property at 56 sites as well as 17 sites previously owned and operated by the Partnership. Although we no longer collect rent from the sites divested in these transactions, we continue to distribute fuel to them on a wholesale basis. Effective March 25, 2020, we closed on the CST Fuel Supply Exchange. Through this transaction, we acquired 33 sites, wholesale fuel supply to 331 additional sites and $14.1 million in proceeds in exchange for our investment in CST Fuel Supply. On April 14, 2020, we closed on the acquisition of retail and wholesale assets. Through these transactions, we expanded the retail operations of the Partnership by 169 sites (154 company operated sites and 15 commission sites) through a combination of (1) entering into new leasing arrangements with related parties as the lessee for 62 sites and (2) terminating contracts where we were previously the lessor and fuel supplier under dealer arrangements for 107 sites that then became company operated sites. As a result of closing on these transactions, we expanded our wholesale fuel distribution by 110 sites, including 53 third-party wholesale dealer contracts, and supply of the 62 newly leased sites. COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that have reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continue to recover in 2021, we cannot predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions. |
Acquisition of Assets From 7-El
Acquisition of Assets From 7-Eleven | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition of Assets From 7-Eleven | Note 2. ACQUISITION OF ASSETS FROM 7-ELEVEN On April 28, 2021, certain newly formed subsidiaries of CrossAmerica, including Joe’s Kwik Marts (collectively, “Buyer”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”), pursuant to which Buyer agreed to purchase certain assets related to the ownership and operations of 106 company operated sites (90 fee; 16 leased) The assets being purchased by Buyer include real property and leasehold rights to the Properties, and all inventory and other assets located at the Properties, other than specific excluded assets, such as rights to intellectual property or rights with respect to “7-Eleven” or “Speedway” branding. The vast majority of the sites being purchased have been operating under the Speedway brand, and all sites are being rebranded in connection with the closing of such site pursuant to the Asset Purchase Agreement. Buyer is also assuming certain specified liabilities associated with the assets. The Asset Purchase Agreement contains customary representations, warranties, agreements and obligations of the parties, including covenants regarding the conduct of the business at the Properties prior to the applicable closing of such Property. Buyer is closing the acquisition of the Properties on a rolling basis of generally ten sites per week. Through September 30, 2021, Buyer consummated Inventories $ 11,745 Other current assets 1,301 Property and equipment 200,244 Right-of-use assets 7,886 Goodwill 11,351 Intangible assets 41,655 Total assets $ 274,182 Current portion of operating lease obligations 1,510 Accrued expenses and other current liabilities 675 Operating lease obligations, less current portion 6,376 Asset retirement obligations 3,628 Total liabilities $ 12,189 Total consideration, net of cash acquired $ 261,993 The fair value of inventory was estimated at retail selling price less estimated costs to sell and a reasonable profit allowance for the selling effort. The fair value of land was based on a market approach. The value of buildings and equipment was based on a cost approach. The buildings and equipment are being depreciated on a straight-line basis, with estimated remaining useful lives of 20 years for the buildings and five to 30 years for equipment . The fair value of the wholesale fuel distribution rights included in intangible assets was based on an income approach. Management believes the level and timing of cash flows represent relevant market participant assumptions. The wholesale fuel distribution rights are being amortized on a straight-line basis over an estimated useful life of approximately 10 years. The fair value of goodwill represents expected synergies from combining operations, intangible assets that do not qualify for separate recognition, and other factors. All goodwill is anticipated to be deductible for tax purposes. Management continues to review the valuation and is confirming the result to determine the final purchase price allocation. We funded these transactions primarily through the new JKM Credit Facility further described in Note 8 as well as undrawn capacity under our existing revolving credit facility and cash on hand. Through November 4, 2021, we closed on five additional Properties for a purchase price of $10.4 million. We anticipate closing on the final three Properties once we are in receipt of all required operational licenses and permits. A ggregate incremental revenues since the closing of the Properties included in CrossAmerica’s statement of operations were $65.3 million for the nine months ended September 30, 2021. Our pro forma results, giving effect to the acquisition and assuming an acquisition date of January 1, 2020, would have been (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 1,119,219 $ 711,413 $ 2,911,962 $ 1,717,596 Net income 9,805 29,702 22,740 125,625 Such pro forma results are based on historical results of the Partnership, the historical results of the assets acquired or to be acquired from 7-Eleven as they occurred under the ownership of 7-Eleven or MPC, and certain pro forma adjustments relating to acquisition costs, interest expense and income taxes. See our Current Report on Form 8-K/A filed on November 3, 2021, for additional information. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | Note 3. ASSETS HELD FOR SALE We have classified 11 sites and 25 sites as held for sale at September 30, 2021 and December 31, 2020, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): September 30, December 31, 2021 2020 Land $ 3,127 $ 7,889 Buildings and site improvements 1,906 2,784 Equipment 886 1,152 Total 5,919 11,825 Less accumulated depreciation (2,018 ) (1,927 ) Assets held for sale $ 3,901 $ 9,898 The Partnership has continued to focus on divesting lower performing assets. During the three and nine months ended September 30, 2021, we sold 14 and 23 properties for $4.9 million and $8.8 million in proceeds, resulting in net gains of $0.4 million and $1.5 million, respectively. During the three and nine months ended September 30, 2020, we sold seven and 20 properties for $3.8 million and $13.3 million of proceeds, resulting in net gains of $2.2 million and $4.0 million, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. INVENTORIES Inventories consisted of the following (in thousands): September 30, December 31, 2021 2020 Retail site merchandise $ 20,912 $ 11,969 Motor fuel 18,640 11,284 Inventories $ 39,552 $ 23,253 See Note 2 regarding our acquisition of certain assets from 7-Eleven. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 5. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2021 2020 Land $ 319,524 $ 241,585 Buildings and site improvements 358,210 284,593 Leasehold improvements 12,308 10,684 Equipment 304,146 236,420 Construction in progress 13,450 15,919 Property and equipment, at cost 1,007,638 789,201 Accumulated depreciation and amortization (250,996 ) (218,345 ) Property and equipment, net $ 756,642 $ 570,856 See Note 2 regarding our acquisition of certain assets from 7-Eleven. We recorded impairment charges of $1.2 million and $2.7 million during the three months ended September 30, 2021 and 2020 and $6.4 million and $8.2 million during the nine months ended September 30, 2021 and 2020, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Intangible Assets | Note 6. Intangible assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 223,003 $ (103,852 ) $ 119,151 $ 187,643 $ (95,694 ) $ 91,949 Trademarks/licenses 2,208 (1,156 ) 1,052 1,898 (1,115 ) 783 Covenant not to compete 450 (345 ) 105 4,552 (4,372 ) 180 Total intangible assets $ 225,661 $ (105,353 ) $ 120,308 $ 194,093 $ (101,181 ) $ 92,912 See Note 2 regarding our acquisition of certain assets from 7-Eleven. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill [Abstract] | |
Goodwill | Note 7. GOODWILL Changes in goodwill during 2021 were as follows (in thousands): Wholesale Segment Retail Segment Consolidated Balance at December 31, 2020 $ 74,138 $ 14,626 $ 88,764 Acquisition 7,946 3,405 11,351 Balance at September 30, 2021 $ 82,084 $ 18,031 $ 100,115 See Note 2 regarding our acquisition of certain assets from 7-Eleven. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. DEBT Our balances for long-term debt and finance lease obligations were as follows (in thousands): September 30, December 31, 2021 2020 CAPL Credit Facility $ 636,728 $ 513,180 JKM Credit Facility 159,950 — Finance lease obligations 17,736 20,007 Total debt and finance lease obligations 814,414 533,187 Current portion 9,923 2,631 Noncurrent portion 804,491 530,556 Deferred financing costs, net 8,865 3,257 Noncurrent portion, net of deferred financing costs $ 795,626 $ 527,299 As of September 30, 2021, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands): Debt Finance Lease Obligations Total Remaining in 2021 $ — $ 804 $ 804 2022 9,597 3,282 12,879 2023 9,597 3,381 12,978 2024 646,325 3,481 649,806 2025 9,597 3,583 13,180 Thereafter 121,562 4,926 126,488 Total future payments 796,678 19,457 816,135 Less interest component — 1,721 1,721 796,678 17,736 814,414 Current portion 7,198 2,725 9,923 Long-term portion $ 789,480 $ 15,011 $ 804,491 CAPL Credit Facility On July 28 , 2021 We are also required to maintain a consolidated interest coverage ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00. We were in compliance with our financial covenants at September 30, 2021. Our CAPL Credit Facility is secured by substantially all of our assets, including our equity interest in an indirect wholly-owned subsidiary of CrossAmerica and the sole member of CAPL JKM Partners LLC Taking the interest rate swap contracts described in Note 9 into account, our effective interest rate on our CAPL Credit Facility at September 30, 2021 was 2.3 % (our applicable margin was 2.0 % as of September 30, 2021). JKM Credit Facility On July 16, 2021, CAPL JKM Partners LLC (“Borrower”), an indirect wholly-owned subsidiary of CrossAmerica, entered into a Credit Agreement, as amended on July 29, 2021 (the “JKM Credit Facility”) among Borrower, Holdings, Borrower, and Manufacturers and Traders Trust Company, as administrative agent, swingline lender and issuing bank. The JKM Credit Facility provides for a $200 million senior secured credit facility, consisting of a $185 million delayed draw term loan facility (the “Term Loan Facility”) and a $15 million revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility permits up to $7.5 million of swingline borrowings and $5.0 million in letters of credit. The interest rate applicable to loans outstanding under the JKM Credit Facility is equal to, at Borrower’s option, either (i) a base rate plus a margin (which will be determined based on Borrower’s consolidated leverage ratio) ranging from 0.50% to 1.50% per annum or (ii) LIBOR plus a margin (which will also be determined based on Borrower’s consolidated leverage ratio) ranging from 1.50% to 2.50% per annum. Commencing on the earliest of (a) the date on which the entire amount of the Term Loan Facility has been drawn, (b) the date on which the Term Loan Facility has been terminated or reduced to zero pursuant to the JKM Credit Facility, and (c) April 16, 2022, the Term Loan Facility will amortize in equal quarterly installments equal to 1.50% of the unpaid principal amount of the Term Loan Facility, with the balance payable on the maturity date of the Term Loan Facility. L etters of credit are subject to a 0.125% fronting fee and other customary administrative charges. Standby letters of credit accrue a fee at a rate based on the applicable margin of LIBOR loans. In addition, beginning in October 2021, a commitment fee was charged based on the unused portion of the JKM Credit Facility at a rate ranging from 0.25% to 0.375% per annum depending on Borrower’s consolidated leverage ratio. The obligations under the JKM Credit Facility are guaranteed by Holdings and its subsidiaries (other than Borrower) and secured by a lien on substantially all of the assets of Holdings and its subsidiaries (including Borrower). The obligations under the JKM Credit Facility are nonrecourse to CrossAmerica and its subsidiaries other than Holdings, Borrower and their respective subsidiaries. The JKM Credit Facility contains customary events of default and covenants, including, among other things, and subject to certain exceptions, covenants that restrict the ability of Holdings and its subsidiaries to create or incur liens on assets, make investments, incur additional indebtedness, merge or consolidate and dispose of assets. The JKM Credit Facility also contains financial covenants requiring Borrower to comply with, as of the last day of each fiscal quarter of Borrower, commencing with Borrower’s fiscal quarter ending December 31, 2021, (i) a maximum consolidated leverage ratio of 6.25 to 1.00, with step-downs to 6.00 to 1.00, 5.75 to 1.00, 5.50 to 1.00 and 5.25 to 1.00 on March 31, 2022, March 31, 2023, March 31, 2024 and March 31, 2025, respectively, and (ii) a minimum fixed charge coverage ratio of 1.10 to 1.00. If an event of default under the JKM Credit Facility occurs and is continuing, the commitments thereunder may be terminated and the principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owed thereunder, may be declared immediately due and payable. Letters of credit outstanding at September 30, 2021 totaled $0.8 million. Our borrowings under the JKM Credit Facility had a weighted-average interest rate of 2.6% as of September 30, 2021 (LIBOR plus an applicable margin, which was 2.5% as of September 30, 2021). As of November 4, 2021, we had $182.5 million outstanding under our Term Loan Facility. The amount of availability under the Term Loan Facility and Revolving Credit Facility at November 4, 2021 was $2.5 million and $14.2 million, respectively. |
Interest Rate Swap Contracts
Interest Rate Swap Contracts | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swap Contracts | Note 9. INTEREST RATE SWAP CONTRACTS The interest payments on our CAPL Credit Facility vary based on monthly changes in the one-month LIBOR and changes, if any, in the applicable margin, which is based on our leverage ratio as further discussed in Note 8. To hedge against interest rate volatility on our variable rate borrowings under the CAPL Credit Facility, on March 26, 2020, we entered into an interest rate swap contract. The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. On April 15, 2020, we entered into two additional interest rate swap contracts, each with notional amounts of $75 million, a fixed rate of 0.38% and that mature on April 1, 2024. All of these interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective. The fair value of these interest rate swap contracts, for which the current portion is included in accrued expenses and other current liabilities and the noncurrent portion is included in other assets or other long-term liabilities, as applicable, was a $0.2 million net asset and a $2.5 million net liability at September 30, 2021 and December 31, 2020, respectively. See Note 12 for additional information on the fair value of the interest rate swap contracts. We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings in the same period during which the hedged interest expense is recorded. We recognized a net realized loss from settlements of the interest rate swap contracts of $0.3 million and $0.2 million for the three months ended September 30, 2021 and 2020 and $0.7 million and $0.2 million for the nine months ended September 30, 2021 and 2020, respectively. We currently estimate that a loss of $1.0 million will be reclassified from accumulated other comprehensive loss into interest expense during |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 10. RELATED-PARTY TRANSACTIONS Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS for the three and nine months ended September 30, 2020 were as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Revenues from motor fuel sales to DMS $ 612 $ 27,127 Rental income from DMS — 1,395 As a result of the acquisition of retail and wholesale assets as further described under “Prior Year Acquisitions” in Note 1, as of April 14, 2020, we no longer have any revenue from DMS. Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., a member of the Board, were $15.7 million and $9.4 million for the three months ended September 30, 2021 and 2020 and $41.4 million and $12.2 million for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable from TopStar were $0.8 million and $0.7 million at September 30, 2021 and December 31, 2020, respectively. Effective April 14, 2020, we acquired wholesale fuel supply rights, including this supply contract, as part of the acquisition of retail and wholesale assets. Prior to April 14, 2020, we were only leasing motor fuel stations to TopStar. CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements, including rent paid under the leases entered into in connection with the acquisition of retail and wholesale assets, was $2.3 million and $2.1 million for the three months ended September 30, 2021 and 2020 and $6.8 million and $4.0 million for the nine months ended September 30, 2021 and 2020, respectively. Topper Group Omnibus Agreement We incurred expenses under the Topper Group Omnibus Agreement, including costs for store level personnel at our company operated sites since our April 2020 acquisition of retail and wholesale assets and for our recently acquired Joe’s Kwik Marts sites, totaling $16.9 million and $12.0 million for the three months ended September 30, 2021 and 2020 and $42.7 million and $26.1 million for the nine months ended September 30, 2021 and 2020, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statement of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Topper Group Omnibus Agreement totaled $6.8 million and $3.7 million at September 30, 2021 and December 31, 2020, respectively. IDR and Common Unit Distributions We distributed $7.6 million and $9.7 million to the Topper Group related to its ownership of our common units during the three months ended September 30, 2021 and 2020 and $27.1 million and $27.4 million for the nine months ended September 30, 2021 and 2020, respectively. We distributed $0.1 million to the Topper Group related to its ownership of our IDRs during the nine months ended September 30, 2020. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs. We distributed $2.6 million and $0.5 million to affiliates of John B. Reilly, III related to their ownership of our common units during the three months ended September 30, 2021 and 2020 and $3.6 million and $1.5 million for the nine months ended September 30, 2021 and 2020, respectively. Maintenance and Environmental Costs Certain maintenance and environmental 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 $0.8 million and $0.1 million for the three months ended September 30, 2021 and 2020 and $1.7 million and $0.4 million for the nine months ended September 30, 2021 and 2020, respectively. Accounts payable to this related party amounted to $0.3 million and $0.1 million at September 30, 2021 and December 31, 2020, respectively. Environmental Compliance and Inventory Management Costs We use certain environmental monitoring and inventory management equipment and services provided by an entity previously affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of an insignificant amount for the three months ended September 30, 2021 and $0.2 million and an insignificant amount for the nine months ended September 30, 2021 and 2020, respectively. This entity was sold in July 2021 and is no longer a related party. Convenience Store Products We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board in connection with the April 2020 acquisition of retail and wholesale assets. Merchandise costs amounted to $5.2 million and $5.8 million for three months ended September 30, 2021 and 2020 and $14.5 million and $10.9 million for the nine months ended September 30, 2021 and 2020, respectively. Amounts payable to this related party amounted to $1.9 million and $1.5 million at September 30, 2021 and December 31, 2020, respectively. Vehicle Lease In connection with the services rendered under the Topper Group Omnibus Agreement, we lease certain vehicles from an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for the three months ended September 30, 2021 and $0.1 million and an insignificant amount for the nine months ended September 30, 2021 and 2020, respectively. Principal Executive Offices Our principal executive offices are in Allentown, Pennsylvania. We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million and $0.3 million for the three months ended September 30, 2021 and 2020 and $0.9 million and $0.8 million for the nine months ended September 30, 2021 and 2020, respectively. Public Relations and Website Consulting Services We have engaged a company affiliated with a member of the Board for public relations and website consulting services. The cost of these services was insignificant for the three and nine months ended September 30, 2021 and 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. COMMITMENTS AND CONTINGENCIES Purchase Commitments We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given 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 during the nine months ended September 30, 2021 or 2020. Litigation Matters We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. 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. 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 $5.6 million and $3.9 million at September 30, 2021 and December 31, 2020, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $3.5 million and $3.1 million at September 30, 2021 and December 31, 2020, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies. The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims. Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the balance sheet of the Partnership. Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties, including our acquisition of certain assets from 7-Eleven. As such, these environmental liabilities and indemnification assets are also not recorded on the balance sheet of the Partnership. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12. FAIR VALUE MEASUREMENTS We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2021 or 2020. As further discussed in Note 9, we entered into interest rate swap contracts during 2020 and remeasure the fair value of such contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward LIBOR yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2. As further discussed in Note 13, we have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are classified as Level 1. The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of September 30, 2021 and December 31, 2020 due to the short-term maturity of these instruments. The fair values of borrowings under the CAPL Credit Facility and JKM Credit Facility approximated their carrying values as of September 30, 2021 and December 31, 2020 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, 2021 | |
Equity Based Compensation [Abstract] | |
Equity-Based Compensation | Note 13. EQUITY-BASED COMPENSATION Equity-based compensation expense was $0.3 million and insignificant for the three months ended September 30, 2021 and 2020 and $1.1 million and insignificant for the nine months ended September 30, 2021 and 2020, respectively. The liability for equity-based awards was $0.9 million and insignificant at September 30, 2021 and December 31, 2020, respectively. In February 2021, the Partnership granted 1,509 phantom units to each of three non-employee directors of the Board as a portion of director compensation. In July 2021, 16,833 phantom units vested, including those granted in February 2021. In July 2021, the Partnership granted 3,252 phantom units to each of five non-employee directors of the Board. Such awards will vest in July 2022, conditioned upon continuous service as non-employee directors. 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. During the second quarter of 2021, 6,090 phantom units and performance-based awards with an initial target value of $0.1 million were forfeited. In October 2021, the Partnership granted 33,045 phantom units to employees of the Topper Group. Of these awards, 50% vest ratably over three years through December 31, 2024 and 50% vest upon the employee’s death, disability or retirement. 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. In October 2021, the Partnership granted performance-based awards with an initial target value of $0.8 million. The performance-based awards vest on December 31, 2024 based on attainment of the performance goals set forth in the award agreements. The performance-based awards are weighted 65% for the increase of funds flow from operations per unit (as defined in the award agreements) and 35% for leverage (as defined in the award agreements), with a performance period from January 1, 2022 to December 31, 2024 and the reference period for the year ended December 31, 2021. The payout value for both performance conditions will be interpolated on a linear basis ranging from 0% to 200%, which will then be multiplied by the initial target value to determine the value of the units to be issued. The value of the units will then be divided by the 20-day volume-weighted average closing price of our common units as of the close of trading on the day before the conversion date to determine the actual number of units to be issued. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. INCOME TAXES As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries, LGWS and Joe’s Kwik Marts. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates. We recorded an income tax benefit of $1.1 million and $0.9 million for the three months ended September 30, 2021 and 2020 and $1.7 million and $3.9 million for the nine months ended September 30, 2021 and 2020, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax. |
Net Income Per Limited Partner
Net Income Per Limited Partner Unit | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Limited Partner Unit | Note 15. NET INCOME PER LIMITED PARTNER UNIT We 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, after deducting the IDRs, by the weighted-average number of outstanding common units. Since February 6, 2020, our common units are the only participating securities. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs. The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income 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, 2021 2020 2021 2020 Numerator: Distributions paid $ 19,924 $ 19,887 $ 59,752 $ 57,879 Allocation of distributions in excess of net income (11,072 ) 1,318 (50,078 ) 40,484 Limited partners’ interest in net income - basic and diluted $ 8,852 $ 21,205 $ 9,674 $ 98,363 Denominator: Weighted-average common units outstanding - basic 37,887,493 37,867,647 37,877,273 37,202,087 Adjustment for phantom and phantom performance units 19,306 963 20,763 — Weighted-average common units outstanding - diluted 37,906,799 37,868,610 37,898,036 37,202,087 Net income per common unit - basic and diluted $ 0.23 $ 0.56 $ 0.26 $ 2.64 Distributions paid per common unit $ 0.5250 $ 0.5250 $ 1.5750 $ 1.5750 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 $ 1.5750 $ 1.5750 Distributions Distribution activity for 2021 is as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2020 February 2, 2021 February 9, 2021 $ 0.5250 $ 19,912 March 31, 2021 May 4, 2021 May 11, 2021 0.5250 19,916 June 30, 2021 August 3, 2021 August 10, 2021 0.5250 19,924 September 30, 2021 November 3, 2021 November 10, 2021 0.5250 19,941 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, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 16. 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 (through the closing of the acquisition of retail and wholesale assets as further described under “Prior Year Acquisitions” in Note 1) 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 had motor fuel distribution and lease agreements with DMS (through the closing of the acquisition of retail and wholesale assets). The Retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our Wholesale segment, we also generate revenues through leasing or subleasing real estate in our Retail segment. Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, 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, 2021 Revenues from fuel sales to external customers $ 565,022 $ 337,214 $ — $ 902,236 Intersegment revenues from fuel sales 260,713 — (260,713 ) — Revenues from food and merchandise sales — 58,283 — 58,283 Rent income 18,441 3,057 — 21,498 Other revenue 795 2,310 — 3,105 Total revenues $ 844,971 $ 400,864 $ (260,713 ) $ 985,122 Operating income (loss) $ 39,496 $ 2,007 $ (28,915 ) $ 12,588 Three Months Ended September 30, 2020 Revenues from fuel sales to external customers $ 339,277 $ 183,617 $ — $ 522,894 Intersegment revenues from fuel sales 128,478 — (128,478 ) — Revenues from food and merchandise sales — 46,266 — 46,266 Rent income 17,144 2,603 — 19,747 Other revenue 290 1,825 — 2,115 Total revenues $ 485,189 $ 234,311 $ (128,478 ) $ 591,022 Operating income (loss) $ 34,500 $ 296 $ (11,104 ) $ 23,692 Nine Months Ended September 30, 2021 Revenues from fuel sales to external customers $ 1,493,614 $ 794,826 $ — $ 2,288,440 Intersegment revenues from fuel sales 604,043 — (604,043 ) — Revenues from food and merchandise sales — 141,330 — 141,330 Rent income 54,350 8,482 — 62,832 Other revenue 2,658 6,480 — 9,138 Total revenues $ 2,154,665 $ 951,118 $ (604,043 ) $ 2,501,740 Operating income (loss) $ 97,645 $ 3,253 $ (81,012 ) $ 19,886 Nine Months Ended September 30, 2020 Revenues from fuel sales to external customers $ 860,737 $ 369,594 $ — $ 1,230,331 Intersegment revenues from fuel sales 254,850 — (254,850 ) — Revenues from food and merchandise sales — 83,178 — 83,178 Rent income 55,275 7,584 — 62,859 Other revenue 1,705 3,046 — 4,751 Total revenues $ 1,172,567 $ 463,402 $ (254,850 ) $ 1,381,119 Income from CST Fuel Supply equity interests $ 3,202 $ — $ — $ 3,202 Operating income $ 94,984 $ 1,022 $ 11,447 $ 107,453 From the date of conversion of the 46 company operated sites to dealer operated sites in the third quarter of 2019 through April 14, 2020, we did not have any company operated sites. Receivables relating to the revenue streams above are as follows (in thousands): September 30, December 31, 2021 2020 Receivables from fuel and merchandise sales $ 34,794 $ 23,800 Receivables for rent and other lease-related charges 5,211 5,650 Total accounts receivable $ 40,005 $ 29,450 Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, although such revenue is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery. The balance of unamortized costs incurred to obtain certain contracts with customers was $9.9 million and $8.3 million at September 30, 2021 and December 31, 2020, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.4 million and $0.3 million for the three months ended September 30, 2021 and 2020 and $1.1 million and $0.9 million for the nine months ended September 30, 2021 and 2020, respectively. Receivables from rent and other lease-related charges are generally collected at the beginning of the month. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 17. SUPPLEMENTAL CASH FLOW INFORMATION In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands): Nine Months Ended September 30, 2021 2020 (Increase) decrease: Accounts receivable $ (11,008 ) $ 934 Accounts receivable from related parties 95 1,339 Inventories (4,667 ) 108 Other current assets (4,965 ) (3,128 ) Other assets (1,986 ) (1,504 ) Increase (decrease): Accounts payable (a) 21,271 13,966 Accounts payable to related parties 3,654 3,553 Motor fuel and sales taxes payable 3,498 8,152 Accrued expenses and other current liabilities 1,203 3,819 Other long-term liabilities 2,992 (1,705 ) Changes in operating assets and liabilities, net of acquisitions $ 10,087 $ 25,534 (a) changes were driven by initial build of accounts payable balances after closing on the acquisition of certain assets from 7-Eleven in 2021 and the acquisition of retail and wholesale assets in 2020. 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, 2021 2020 Cash paid for interest $ 10,876 $ 12,679 Cash paid for income taxes, net of refunds received 941 534 Supplemental schedule of non-cash investing and financing activities (in thousands): Nine Months Ended September 30, 2021 2020 Accrued capital expenditures $ 3,386 $ 2,109 Lease liabilities arising from obtaining right-of-use assets 22,358 70,905 Net assets acquired in connection with the asset exchange tranches with Circle K — (75,935 ) Net assets acquired in connection with the CST Fuel Supply Exchange with Circle K — (54,920 ) Net assets acquired in connection with the acquisition of retail and wholesale assets — (17,092 ) |
Description of Business and O_2
Description of Business and Other Disclosures (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Interim Financial Statement | Interim Financial Statements These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of September 30, 2021 and for the three and nine months ended September 30, 2021 and 2020 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2020 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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters. The COVID-19 Pandemic has impacted our business and these seasonal trends typical in our business. See the “COVID-19 Pandemic” section below. |
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. |
Concentration Risk | Concentration Risk Approximately 12% and 14% of our rent income for the nine months ended September 30, 2021 and 2020, respectively, was from one multi-site operator. For the nine months ended September 30, 2021, our wholesale business purchased approximately 36%, 23%, 11% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. For the nine months ended September 30, 2020, our wholesale business purchased approximately 27%, 22%, 13% and 10% of its motor fuel from ExxonMobil, BP, Motiva and Marathon, respectively. No other fuel suppliers accounted for 10% Approximately 16% |
Prior Year Acquisitions | Prior Year Acquisitions We completed six tranches of the asset exchange with Circle K on May 21, 2019, September 5, 2019, February 25, 2020, April 7, 2020, May 5, 2020 and September 15, 2020. With the closing of the sixth tranche, the transactions contemplated under the Asset Exchange Agreement we entered into with Circle K on December 17, 2018 (“Asset Exchange Agreement”) were concluded. Through these transactions, we acquired 191 sites in exchange for the real property at 56 sites as well as 17 sites previously owned and operated by the Partnership. Although we no longer collect rent from the sites divested in these transactions, we continue to distribute fuel to them on a wholesale basis. Effective March 25, 2020, we closed on the CST Fuel Supply Exchange. Through this transaction, we acquired 33 sites, wholesale fuel supply to 331 additional sites and $14.1 million in proceeds in exchange for our investment in CST Fuel Supply. On April 14, 2020, we closed on the acquisition of retail and wholesale assets. Through these transactions, we expanded the retail operations of the Partnership by 169 sites (154 company operated sites and 15 commission sites) through a combination of (1) entering into new leasing arrangements with related parties as the lessee for 62 sites and (2) terminating contracts where we were previously the lessor and fuel supplier under dealer arrangements for 107 sites that then became company operated sites. As a result of closing on these transactions, we expanded our wholesale fuel distribution by 110 sites, including 53 third-party wholesale dealer contracts, and supply of the 62 newly leased sites. |
COVID-19 Pandemic | COVID-19 Pandemic During the first quarter of 2020, an outbreak of a novel strain of coronavirus spread worldwide, including to the U.S., posing public health risks that have reached pandemic proportions. We experienced a sharp decrease in fuel volume in mid-to-late March 2020. Although fuel volumes largely recovered during the second half of 2020 and continue to recover in 2021, we cannot predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. Sustained decreases in fuel volume or erosion of margin could have a material adverse effect on our results of operations, cash flow, financial position and ultimately our ability to pay distributions. |
Acquisition of Assets From 7-_2
Acquisition of Assets From 7-Eleven (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Buyer Consummated Closing Under Asset Purchase Agreement | Buyer is closing the acquisition of the Properties on a rolling basis of generally ten sites per week. Through September 30, 2021, Buyer consummated Inventories $ 11,745 Other current assets 1,301 Property and equipment 200,244 Right-of-use assets 7,886 Goodwill 11,351 Intangible assets 41,655 Total assets $ 274,182 Current portion of operating lease obligations 1,510 Accrued expenses and other current liabilities 675 Operating lease obligations, less current portion 6,376 Asset retirement obligations 3,628 Total liabilities $ 12,189 Total consideration, net of cash acquired $ 261,993 |
Summary of Pro forma Results | Our pro forma results, giving effect to the acquisition and assuming an acquisition date of January 1, 2020, would have been (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 1,119,219 $ 711,413 $ 2,911,962 $ 1,717,596 Net income 9,805 29,702 22,740 125,625 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Assets Held for Sale | We have classified 11 sites and 25 sites as held for sale at September 30, 2021 and December 31, 2020, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands): September 30, December 31, 2021 2020 Land $ 3,127 $ 7,889 Buildings and site improvements 1,906 2,784 Equipment 886 1,152 Total 5,919 11,825 Less accumulated depreciation (2,018 ) (1,927 ) Assets held for sale $ 3,901 $ 9,898 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consisted of the following (in thousands): September 30, December 31, 2021 2020 Retail site merchandise $ 20,912 $ 11,969 Motor fuel 18,640 11,284 Inventories $ 39,552 $ 23,253 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): September 30, December 31, 2021 2020 Land $ 319,524 $ 241,585 Buildings and site improvements 358,210 284,593 Leasehold improvements 12,308 10,684 Equipment 304,146 236,420 Construction in progress 13,450 15,919 Property and equipment, at cost 1,007,638 789,201 Accumulated depreciation and amortization (250,996 ) (218,345 ) Property and equipment, net $ 756,642 $ 570,856 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Wholesale fuel supply contracts/rights $ 223,003 $ (103,852 ) $ 119,151 $ 187,643 $ (95,694 ) $ 91,949 Trademarks/licenses 2,208 (1,156 ) 1,052 1,898 (1,115 ) 783 Covenant not to compete 450 (345 ) 105 4,552 (4,372 ) 180 Total intangible assets $ 225,661 $ (105,353 ) $ 120,308 $ 194,093 $ (101,181 ) $ 92,912 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill [Abstract] | |
Schedule of Changes in Goodwill | Changes in goodwill during 2021 were as follows (in thousands): Wholesale Segment Retail Segment Consolidated Balance at December 31, 2020 $ 74,138 $ 14,626 $ 88,764 Acquisition 7,946 3,405 11,351 Balance at September 30, 2021 $ 82,084 $ 18,031 $ 100,115 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Balances for Long-term Debt and Finance Lease Obligations | Our balances for long-term debt and finance lease obligations were as follows (in thousands): September 30, December 31, 2021 2020 CAPL Credit Facility $ 636,728 $ 513,180 JKM Credit Facility 159,950 — Finance lease obligations 17,736 20,007 Total debt and finance lease obligations 814,414 533,187 Current portion 9,923 2,631 Noncurrent portion 804,491 530,556 Deferred financing costs, net 8,865 3,257 Noncurrent portion, net of deferred financing costs $ 795,626 $ 527,299 |
Schedule Of Debt And Future Minimum Lease Payments On Finance Lease Obligations | As of September 30, 2021, future principal payments on debt and future minimum rental payments on finance lease obligations were as follows (in thousands): Debt Finance Lease Obligations Total Remaining in 2021 $ — $ 804 $ 804 2022 9,597 3,282 12,879 2023 9,597 3,381 12,978 2024 646,325 3,481 649,806 2025 9,597 3,583 13,180 Thereafter 121,562 4,926 126,488 Total future payments 796,678 19,457 816,135 Less interest component — 1,721 1,721 796,678 17,736 814,414 Current portion 7,198 2,725 9,923 Long-term portion $ 789,480 $ 15,011 $ 804,491 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DMS [Member] | |
Related Party Transaction [Line Items] | |
Summary of Revenues from Related Parties | Revenues from motor fuel sales and rental income from DMS for the three and nine months ended September 30, 2020 were as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Revenues from motor fuel sales to DMS $ 612 $ 27,127 Rental income from DMS — 1,395 |
Net Income per Limited Partners
Net Income per Limited Partnership Unit (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit | The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income 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, 2021 2020 2021 2020 Numerator: Distributions paid $ 19,924 $ 19,887 $ 59,752 $ 57,879 Allocation of distributions in excess of net income (11,072 ) 1,318 (50,078 ) 40,484 Limited partners’ interest in net income - basic and diluted $ 8,852 $ 21,205 $ 9,674 $ 98,363 Denominator: Weighted-average common units outstanding - basic 37,887,493 37,867,647 37,877,273 37,202,087 Adjustment for phantom and phantom performance units 19,306 963 20,763 — Weighted-average common units outstanding - diluted 37,906,799 37,868,610 37,898,036 37,202,087 Net income per common unit - basic and diluted $ 0.23 $ 0.56 $ 0.26 $ 2.64 Distributions paid per common unit $ 0.5250 $ 0.5250 $ 1.5750 $ 1.5750 Distributions declared (with respect to each respective period) per common unit $ 0.5250 $ 0.5250 $ 1.5750 $ 1.5750 |
Distributions Made to Limited Partner, by Distribution | Distribution activity for 2021 is as follows: Quarter Ended Record Date Payment Date Cash Distribution (per unit) Cash Distribution (in thousands) December 31, 2020 February 2, 2021 February 9, 2021 $ 0.5250 $ 19,912 March 31, 2021 May 4, 2021 May 11, 2021 0.5250 19,916 June 30, 2021 August 3, 2021 August 10, 2021 0.5250 19,924 September 30, 2021 November 3, 2021 November 10, 2021 0.5250 19,941 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 Revenues from fuel sales to external customers $ 565,022 $ 337,214 $ — $ 902,236 Intersegment revenues from fuel sales 260,713 — (260,713 ) — Revenues from food and merchandise sales — 58,283 — 58,283 Rent income 18,441 3,057 — 21,498 Other revenue 795 2,310 — 3,105 Total revenues $ 844,971 $ 400,864 $ (260,713 ) $ 985,122 Operating income (loss) $ 39,496 $ 2,007 $ (28,915 ) $ 12,588 Three Months Ended September 30, 2020 Revenues from fuel sales to external customers $ 339,277 $ 183,617 $ — $ 522,894 Intersegment revenues from fuel sales 128,478 — (128,478 ) — Revenues from food and merchandise sales — 46,266 — 46,266 Rent income 17,144 2,603 — 19,747 Other revenue 290 1,825 — 2,115 Total revenues $ 485,189 $ 234,311 $ (128,478 ) $ 591,022 Operating income (loss) $ 34,500 $ 296 $ (11,104 ) $ 23,692 Nine Months Ended September 30, 2021 Revenues from fuel sales to external customers $ 1,493,614 $ 794,826 $ — $ 2,288,440 Intersegment revenues from fuel sales 604,043 — (604,043 ) — Revenues from food and merchandise sales — 141,330 — 141,330 Rent income 54,350 8,482 — 62,832 Other revenue 2,658 6,480 — 9,138 Total revenues $ 2,154,665 $ 951,118 $ (604,043 ) $ 2,501,740 Operating income (loss) $ 97,645 $ 3,253 $ (81,012 ) $ 19,886 Nine Months Ended September 30, 2020 Revenues from fuel sales to external customers $ 860,737 $ 369,594 $ — $ 1,230,331 Intersegment revenues from fuel sales 254,850 — (254,850 ) — Revenues from food and merchandise sales — 83,178 — 83,178 Rent income 55,275 7,584 — 62,859 Other revenue 1,705 3,046 — 4,751 Total revenues $ 1,172,567 $ 463,402 $ (254,850 ) $ 1,381,119 Income from CST Fuel Supply equity interests $ 3,202 $ — $ — $ 3,202 Operating income $ 94,984 $ 1,022 $ 11,447 $ 107,453 |
Summary of Receivables Relating to Revenue Streams | Receivables relating to the revenue streams above are as follows (in thousands): September 30, December 31, 2021 2020 Receivables from fuel and merchandise sales $ 34,794 $ 23,800 Receivables for rent and other lease-related charges 5,211 5,650 Total accounts receivable $ 40,005 $ 29,450 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule Of Supplemental Cash Flow [Line Items] | |
Cash Flow, Operating Capital | In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands): Nine Months Ended September 30, 2021 2020 (Increase) decrease: Accounts receivable $ (11,008 ) $ 934 Accounts receivable from related parties 95 1,339 Inventories (4,667 ) 108 Other current assets (4,965 ) (3,128 ) Other assets (1,986 ) (1,504 ) Increase (decrease): Accounts payable (a) 21,271 13,966 Accounts payable to related parties 3,654 3,553 Motor fuel and sales taxes payable 3,498 8,152 Accrued expenses and other current liabilities 1,203 3,819 Other long-term liabilities 2,992 (1,705 ) Changes in operating assets and liabilities, net of acquisitions $ 10,087 $ 25,534 (a) changes were driven by initial build of accounts payable balances after closing on the acquisition of certain assets from 7-Eleven in 2021 and the acquisition of retail and wholesale assets in 2020. |
Schedule of Supplemental Cash Flow Information | Supplemental disclosure of cash flow information (in thousands): Nine Months Ended September 30, 2021 2020 Cash paid for interest $ 10,876 $ 12,679 Cash paid for income taxes, net of refunds received 941 534 |
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, 2021 2020 Accrued capital expenditures $ 3,386 $ 2,109 Lease liabilities arising from obtaining right-of-use assets 22,358 70,905 Net assets acquired in connection with the asset exchange tranches with Circle K — (75,935 ) Net assets acquired in connection with the CST Fuel Supply Exchange with Circle K — (54,920 ) Net assets acquired in connection with the acquisition of retail and wholesale assets — (17,092 ) |
Description of Business and O_3
Description of Business and Other Disclosures - Additional Information (Details) $ in Millions | Apr. 14, 2020Site | Mar. 25, 2020USD ($)SiteProperty | Dec. 17, 2018Site | Sep. 30, 2021 | Sep. 30, 2020 |
CST Fuel Supply Exchange Agreement [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of leased convenience store properties acquired | Property | 33 | ||||
Proceeds in exchange for investment | $ | $ 14.1 | ||||
CST Fuel Supply Exchange Agreement [Member] | Wholesale Fuel Supply Contracts/Rights [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of additional sites | 331 | ||||
Circle K Stores Inc. [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of sites acquired | 191 | ||||
Number of real property in exchange for acquisition | 56 | ||||
Number of sites previously owned and operated by partnership | 17 | ||||
Collection of rent from real property sites divested | we no longer collect rent from the sites divested in these transactions | ||||
Sellers [Member] | Asset Purchase Agreement [Member] | Retail and Wholesale Acquisition [Member] | |||||
Concentration Risk [Line Items] | |||||
Number of retail stores operated | 169 | ||||
Number of company operated sites | 154 | ||||
Number of commission sites | 15 | ||||
Number of newly leased sites | 62 | ||||
Number of sites under dealer arrangements | 107 | ||||
Number of wholesale fuel distribution | 110 | ||||
Number of third-party wholesale dealer contracts | 53 | ||||
Motor Fuel Gallons [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of product sold, delivered by one carrier | 16.00% | 16.00% | |||
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12.00% | 14.00% | |||
Supplier Concentration Risk [Member] | Purchases Net [Member] | ExxonMobil, Corp [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 36.00% | 27.00% | |||
Supplier Concentration Risk [Member] | Purchases Net [Member] | BP P.L.C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 23.00% | 22.00% | |||
Supplier Concentration Risk [Member] | Purchases Net [Member] | Motiva [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | 13.00% | |||
Supplier Concentration Risk [Member] | Purchases Net [Member] | Marathon Petroleum Company LP [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 10.00% | |||
Supplier Concentration Risk [Member] | Purchases Net [Member] | Other suppliers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 10.00% |
Acquisition of Assets From 7-_3
Acquisition of Assets From 7-Eleven - Additional Information (Details) - 7 Eleven, Inc. [Member] - Asset Purchase Agreement [Member] $ in Millions | Nov. 08, 2021Property | Nov. 04, 2021USD ($)Property | Apr. 28, 2021USD ($)SiteSegment | Sep. 30, 2021USD ($)Property |
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 262 | |||
Number of sites acquired per week, closing acquisition of property | Site | 10 | |||
Number of properties consummated by buyer | Property | 98 | |||
Aggregate incremental revenues from closing of properties | $ 65.3 | |||
Subsequent Event [Member] | ||||
Business Acquisition [Line Items] | ||||
Aggregate purchase price | $ 10.4 | |||
Number of properties consummated by buyer | Property | 3 | 5 | ||
Distribution Rights [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible assets, useful life | 10 years | |||
Building [Member] | ||||
Business Acquisition [Line Items] | ||||
Property and equipment, useful life | 20 years | |||
Equipment [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Property and equipment, useful life | 5 years | |||
Equipment [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Property and equipment, useful life | 30 years | |||
US [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of ownership and operations of operated sites | Segment | 106 | |||
Aggregate purchase price | $ 263 | |||
US [Member] | Fee Site [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of ownership and operations of operated sites | Segment | 90 | |||
US [Member] | Leased Site [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of ownership and operations of operated sites | Segment | 16 |
Acquisition of Assets From 7-_4
Acquisition of Assets From 7-Eleven - Summary of Buyer Consummated Closing Under Asset Purchase Agreement (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 100,115 | $ 88,764 |
Asset Purchase Agreement [Member] | 7 Eleven, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Inventories | 11,745 | |
Other current assets | 1,301 | |
Property and equipment | 200,244 | |
Right-of-use assets | 7,886 | |
Goodwill | 11,351 | |
Intangible assets | 41,655 | |
Total assets | 274,182 | |
Current portion of operating lease obligations | 1,510 | |
Accrued expenses and other current liabilities | 675 | |
Operating lease obligations, less current portion | 6,376 | |
Asset retirement obligations | 3,628 | |
Total liabilities | 12,189 | |
Total consideration, net of cash acquired | $ 261,993 |
Acquisition of Assets From 7-_5
Acquisition of Assets From 7-Eleven - Summary of Pro forma Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition Pro Forma Information [Abstract] | ||||
Revenues | $ 1,119,219 | $ 711,413 | $ 2,911,962 | $ 1,717,596 |
Net income | $ 9,805 | $ 29,702 | $ 22,740 | $ 125,625 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)PropertyStore | Sep. 30, 2020USD ($)Property | Sep. 30, 2021USD ($)PropertyStore | Sep. 30, 2020USD ($)Property | Dec. 31, 2020Store | |
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of properties sold | Property | 14 | 7 | 23 | 20 | |
Proceeds from sale of properties | $ 4.9 | $ 3.8 | $ 8.8 | $ 13.3 | |
Gain on sales of assets, net | $ 0.4 | $ 2.2 | $ 1.5 | $ 4 | |
Assets Held-for-sale [Member] | |||||
Long Lived Assets Held-for-sale [Line Items] | |||||
Number of Stores | Store | 11 | 11 | 25 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 1,007,638 | $ 789,201 |
Less accumulated depreciation | (250,996) | (218,345) |
Assets held for sale | 756,642 | 570,856 |
Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 319,524 | 241,585 |
Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 358,210 | 284,593 |
Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 304,146 | 236,420 |
Assets Held-for-sale [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 5,919 | 11,825 |
Less accumulated depreciation | (2,018) | (1,927) |
Assets held for sale | 3,901 | 9,898 |
Assets Held-for-sale [Member] | Land [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 3,127 | 7,889 |
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | 1,906 | 2,784 |
Assets Held-for-sale [Member] | Equipment [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Property and equipment, gross | $ 886 | $ 1,152 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Retail site merchandise | $ 20,912 | $ 11,969 |
Motor fuel | 18,640 | 11,284 |
Inventories | $ 39,552 | $ 23,253 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 1,007,638 | $ 789,201 |
Less accumulated depreciation | (250,996) | (218,345) |
Property and equipment, net | 756,642 | 570,856 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 319,524 | 241,585 |
Buildings and Site Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 358,210 | 284,593 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 12,308 | 10,684 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 304,146 | 236,420 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 13,450 | $ 15,919 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Depreciation, Amortization and Accretion Expenses [Member] | ||||
Property Plant And Equipment [Line Items] | ||||
Impairment charges. Property, Plant, and Equipment | $ 1.2 | $ 2.7 | $ 6.4 | $ 8.2 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 225,661 | $ 194,093 |
Finite-Lived Intangible Assets, Accumulated Amortization | (105,353) | (101,181) |
Intangible assets, net | 120,308 | 92,912 |
Wholesale Fuel Supply Contracts/Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 223,003 | 187,643 |
Finite-Lived Intangible Assets, Accumulated Amortization | (103,852) | (95,694) |
Intangible assets, net | 119,151 | 91,949 |
Trademarks/Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,208 | 1,898 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,156) | (1,115) |
Intangible assets, net | 1,052 | 783 |
Covenant Not to Compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 450 | 4,552 |
Finite-Lived Intangible Assets, Accumulated Amortization | (345) | (4,372) |
Intangible assets, net | $ 105 | $ 180 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Beginning Balance | $ 88,764 |
Acquisition | 11,351 |
Ending Balance | 100,115 |
Wholesale [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 74,138 |
Acquisition | 7,946 |
Ending Balance | 82,084 |
Retail [Member] | |
Goodwill [Line Items] | |
Beginning Balance | 14,626 |
Acquisition | 3,405 |
Ending Balance | $ 18,031 |
Debt - Summary of Balances for
Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Finance lease obligations | $ 17,736 | $ 20,007 |
Total debt and finance lease obligations | 814,414 | 533,187 |
Current portion | 9,923 | 2,631 |
Noncurrent portion | 804,491 | 530,556 |
Deferred financing costs, net | 8,865 | 3,257 |
Noncurrent portion, net of deferred financing costs | 795,626 | 527,299 |
CAPL Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 636,728 | $ 513,180 |
JKM Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | $ 159,950 |
Debt - Schedule of Debt and Fut
Debt - Schedule of Debt and Future Minimum Lease Payments on Finance Lease Obligations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Remaining in 2021 | $ 804 |
2022 | 12,879 |
2023 | 12,978 |
2024 | 649,806 |
2025 | 13,180 |
Thereafter | 126,488 |
Total future payments | 816,135 |
Less interest component | 1,721 |
Total debt and capital lease obligations | 814,414 |
Current portion | 9,923 |
Long-term portion | 804,491 |
Debt [Member] | |
Debt Instrument [Line Items] | |
2022 | 9,597 |
2023 | 9,597 |
2024 | 646,325 |
2025 | 9,597 |
Thereafter | 121,562 |
Total future payments | 796,678 |
Total debt and capital lease obligations | 796,678 |
Current portion | 7,198 |
Long-term portion | 789,480 |
Finance Lease Obligations [Member] | |
Debt Instrument [Line Items] | |
Remaining in 2021 | 804 |
2022 | 3,282 |
2023 | 3,381 |
2024 | 3,481 |
2025 | 3,583 |
Thereafter | 4,926 |
Total future payments | 19,457 |
Less interest component | 1,721 |
Total debt and capital lease obligations | 17,736 |
Current portion | 2,725 |
Long-term portion | $ 15,011 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Apr. 16, 2022 | Oct. 31, 2021 | Jul. 29, 2021 | Jul. 28, 2021 | Mar. 31, 2025 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Nov. 04, 2021 | Dec. 31, 2020 |
JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Letters of credit outstanding, amount | $ 800,000 | $ 800,000 | |||||||||||||
Debt instrument, maturity date | Jul. 16, 2026 | ||||||||||||||
Notes Payable to Banks [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, interest rate at period end | 2.60% | 2.60% | |||||||||||||
Letters of Credit [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Letters of credit fronting fee percentage | 0.125% | ||||||||||||||
Base Rate [Member] | Notes Payable to Banks [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||||||
Maximum [Member] | Subsequent Event [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Commitment fee based on unused portion of the credit facility | 0.375% | ||||||||||||||
Maximum [Member] | LIBOR [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 250.00% | ||||||||||||||
Maximum [Member] | Base Rate [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 150.00% | ||||||||||||||
Minimum [Member] | Subsequent Event [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Commitment fee based on unused portion of the credit facility | 0.25% | ||||||||||||||
Minimum [Member] | LIBOR [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 150.00% | ||||||||||||||
Minimum [Member] | Base Rate [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 50.00% | ||||||||||||||
CAPL Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility financial covenants combined interest charge coverage ratio | 2.50% | ||||||||||||||
Letters of credit outstanding, amount | $ 4,000,000 | $ 4,000,000 | $ 4,000,000 | ||||||||||||
Line of credit facility, maximum borrowing capacity | 70,500,000 | 70,500,000 | |||||||||||||
Outstanding under term loan facility | $ 636,728,000 | $ 636,728,000 | $ 513,180,000 | ||||||||||||
CAPL Credit Facility [Member] | Notes Payable to Banks [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, interest rate at period end | 2.30% | 2.30% | |||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 6.00% | ||||||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | LIBOR [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 300.00% | ||||||||||||||
CAPL Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 200.00% | ||||||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | LIBOR [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 150.00% | ||||||||||||||
CAPL Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Consolidated leverage ratio | 50.00% | ||||||||||||||
Senior Secured Credit Facility [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||||||||||||||
Term Loan Facility [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | 185,000,000 | ||||||||||||||
Debt instrument terminated or reduced amount | 0 | ||||||||||||||
Term Loan Facility [Member] | Subsequent Event [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,500,000 | ||||||||||||||
Outstanding under term loan facility | 182,500,000 | ||||||||||||||
Revolving Credit Facility [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | ||||||||||||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 14,200 | ||||||||||||||
Revolving Credit Facility [Member] | Letters of Credit [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, increase (decrease), net | 5,000,000 | ||||||||||||||
Revolving Credit Facility [Member] | Maximum [Member] | Swing-Line Loans [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, increase (decrease), net | $ 7,500,000 | ||||||||||||||
Jet-Pep Assets Acquisition [Member] | CAPL Credit Facility [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 4.75% | ||||||||||||||
Scenario Forecast [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum fixed charge coverage ratio | 1.10% | ||||||||||||||
Scenario Forecast [Member] | Maximum [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | 5.50% | 5.75% | 6.00% | 6.25% | ||||||||||
Scenario Forecast [Member] | CAPL Credit Facility [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility financial covenants combined leverage ratio | 5.25% | 5.50% | 5.75% | 6.00% | |||||||||||
Scenario Forecast [Member] | Term Loan Facility [Member] | JKM Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of unpaid principal amount | 1.50% |
Interest Rate Swap Contracts -
Interest Rate Swap Contracts - Additional Information (Details) $ in Millions | Apr. 15, 2020USD ($)Derivative | Mar. 26, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Derivative Instruments Gain Loss [Line Items] | |||||||
Estimated loss to be reclassified from accumulated other comprehensive loss into interest expense | $ 1 | ||||||
Estimated period for transfer of loss to be reclassified from accumulated other comprehensive loss into interest expense | 12 months | ||||||
Interest Rate Swap [Member] | |||||||
Derivative Instruments Gain Loss [Line Items] | |||||||
Notional amount | $ 75 | $ 150 | |||||
Fixed interest rate | 0.38% | 0.495% | |||||
Maturity date | Apr. 1, 2024 | Apr. 1, 2024 | |||||
Number of interest rate swap contracts | Derivative | 2 | ||||||
Fair value of contract, net asset | $ 0.2 | $ 0.2 | $ 0.2 | ||||
Fair value of contract, net liability | 2.5 | 2.5 | $ 2.5 | ||||
Net realized loss | $ 0.3 | $ 0.2 | $ 0.7 | $ 0.2 |
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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Rental income | $ 21,498 | $ 19,747 | $ 62,832 | $ 62,859 |
DMS [Member] | Fuel Sales Transaction [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | $ 612 | 27,127 | ||
DMS [Member] | Rental Income [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rental income | $ 1,395 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) | Apr. 14, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||||
Rental income | $ 21,498,000 | $ 19,747,000 | $ 62,832,000 | $ 62,859,000 | ||
Accounts receivable from related parties | 836,000 | 836,000 | $ 931,000 | |||
Accounts payable to related parties | 9,205,000 | 9,205,000 | 5,379,000 | |||
Incentive distribution | 133,000 | |||||
Cost of services | 909,391,000 | 528,750,000 | 2,306,047,000 | 1,225,470,000 | ||
Lease expenses | 5,968,000 | 6,036,000 | 17,912,000 | 19,088,000 | ||
Topper Group Omnibus Agreement [Member] | Joes Kwik Marts [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cost and expenses incurred | 16,900,000 | 12,000,000 | 42,700,000 | 26,100,000 | ||
DMS [Member] | Retail and Wholesale Acquisition [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from Related Parties | $ 0 | |||||
Topper And Entities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rental income | 15,700,000 | 9,400,000 | 41,400,000 | 12,200,000 | ||
Accounts receivable from related parties | 800,000 | $ 800,000 | 700,000 | |||
Date of fuel supply to related parties | Apr. 14, 2020 | |||||
Rent expense | 2,300,000 | 2,100,000 | $ 6,800,000 | 4,000,000 | ||
Accounts payable to related parties | 300,000 | 300,000 | 100,000 | |||
Cost of services | 800,000 | 100,000 | 1,700,000 | 400,000 | ||
Topper Group [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from Related Parties | 0 | |||||
Cost and expenses incurred | 200,000 | |||||
Incentive distribution | 100,000 | |||||
Dividends cash | $ 7,600,000 | 9,700,000 | 27,100,000 | $ 27,400,000 | ||
Lease expenses | insignificant | insignificant | ||||
Lease expenses | 100,000 | |||||
Topper Group [Member] | Topper Group Omnibus Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable to related parties | $ 6,800,000 | 6,800,000 | 3,700,000 | |||
John B. Reilly, III [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Dividends cash | 2,600,000 | 500,000 | 3,600,000 | $ 1,500,000 | ||
Topper And Entities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts payable to related parties | 1,900,000 | 1,900,000 | $ 1,500,000 | |||
Merchandise costs | 5,200,000 | 5,800,000 | 14,500,000 | 10,900,000 | ||
CST Brands Inc. [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expense | $ 300,000 | $ 300,000 | $ 900,000 | $ 800,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Abstract] | ||
Environmental liabilities | $ 5.6 | $ 3.9 |
Other Assets [Member] | ||
Commitments And Contingencies Disclosure [Abstract] | ||
Indemnification assets related to third party escrow funds, state funds or insurance | $ 3.5 | $ 3.1 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2021USD ($)shares | Jul. 31, 2021NonEmployeeDirectorshares | Feb. 28, 2021NonEmployeeDirectorshares | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2021 | Dec. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity-based employee and directors compensation expense | $ | $ 0.3 | $ 0.3 | $ 1.1 | $ 1.1 | ||||||
Liability for equity-based awards | $ | $ 0.9 | $ 0.9 | $ 0.9 | |||||||
Phantom Units [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Phantom units granted | shares | 3,252 | 1,509 | ||||||||
Number of non-employee directors to whom Phantom Units are granted. | NonEmployeeDirector | 5 | 3 | ||||||||
Phantom units vested | shares | 16,833 | |||||||||
Phantom Units [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Phantom units granted | shares | 33,045 | |||||||||
Vesting rights description | 50% vest ratably over three years through December 31, 2024 and 50% vest upon the employee’s death, disability or retirement. | |||||||||
Vesting percentage | 50.00% | |||||||||
Remaining vesting rights percentage based upon employee's death, disability or retirement | 50.00% | |||||||||
Vesting period | 3 years | |||||||||
Phantom Units and Performance-based Awards [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Phantom units and performance-based awards units forfeited | shares | 6,090 | |||||||||
Phantom units and performance-based awards with an initial target value | $ | $ 0.1 | |||||||||
Performance Based Awards [Member] | Scenario Forecast [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of performance-based awards are weighted for increase of funds flow from operations per unit | 65.00% | |||||||||
Percentage Of Performance Based Awards For Leverage | 35.00% | |||||||||
Performance Based Awards [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Phantom units and performance-based awards with an initial target value | $ | $ 0.8 | |||||||||
Number of days the value of common units divided by volume weighted average closing price | 20 days | |||||||||
Performance Based Awards [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of payout value for both performance conditions interpolated on linear basis | 0.00% | |||||||||
Performance Based Awards [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Percentage of payout value for both performance conditions interpolated on linear basis | 200.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax holiday, description | As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period. | |||
Income tax benefit | $ 1,065 | $ 892 | $ 1,664 | $ 3,868 |
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 and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Limited Partner Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Distributions paid | $ 19,924 | $ 19,887 | $ 59,752 | $ 57,879 |
Allocation of distributions in excess of net income | (11,072) | 1,318 | (50,078) | 40,484 |
Limited partners’ interest in net income - basic and diluted | $ 8,852 | $ 21,205 | $ 9,674 | $ 98,363 |
Denominator: | ||||
Weighted-average common units outstanding - basic | 37,887,493 | 37,867,647 | 37,877,273 | 37,202,087 |
Adjustment for phantom and phantom performance units | 19,306 | 963 | 20,763 | |
Weighted-average common units outstanding - diluted | 37,906,799 | 37,868,610 | 37,898,036 | 37,202,087 |
Net income per common unit - basic and diluted | $ 0.23 | $ 0.56 | $ 0.26 | $ 2.64 |
Distributions paid per common unit | 0.5250 | 0.5250 | 1.5750 | 1.5750 |
Distributions declared (with respect to each respective period) per common unit | $ 0.5250 | $ 0.5250 | $ 1.5750 | $ 1.5750 |
Net Income Per Limited Partne_3
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, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Partnership Distributions [Abstract] | ||||
Record Date | Nov. 3, 2021 | Aug. 3, 2021 | May 4, 2021 | Feb. 2, 2021 |
Payment Date | Nov. 10, 2021 | Aug. 10, 2021 | May 11, 2021 | Feb. 9, 2021 |
Cash Distribution (per unit) | $ 0.5250 | $ 0.5250 | $ 0.5250 | $ 0.5250 |
Cash Distribution (in thousands) | $ 19,941 | $ 19,924 | $ 19,916 | $ 19,912 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Apr. 14, 2020Site | Sep. 30, 2021USD ($)SiteSegment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||||||
Number of reportable segments | Segment | 2 | |||||
Number of converted operated sites to dealer operated sites | Site | 46 | 0 | ||||
Contract costs, unamortized balance | $ 9.9 | $ 9.9 | $ 8.3 | |||
Contract costs, amortization against operating revenues | $ 0.4 | $ 0.3 | $ 1.1 | $ 0.9 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 985,122 | $ 591,022 | $ 2,501,740 | $ 1,381,119 |
Rent income | 21,498 | 19,747 | 62,832 | 62,859 |
Operating income (loss) | 12,588 | 23,692 | 19,886 | 107,453 |
Income from CST Fuel Supply equity interests | 3,202 | |||
Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 902,236 | 522,894 | 2,288,440 | 1,230,331 |
Food and Merchandise Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 58,283 | 46,266 | 141,330 | 83,178 |
Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 3,105 | 2,115 | 9,138 | 4,751 |
Unallocated [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (260,713) | (128,478) | (604,043) | (254,850) |
Operating income (loss) | (28,915) | (11,104) | (81,012) | 11,447 |
Unallocated [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | (260,713) | (128,478) | (254,850) | |
Wholesale [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 844,971 | 485,189 | 2,154,665 | 1,172,567 |
Rent income | 18,441 | 17,144 | 54,350 | 55,275 |
Operating income (loss) | 39,496 | 34,500 | 97,645 | 94,984 |
Income from CST Fuel Supply equity interests | 3,202 | |||
Wholesale [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 565,022 | 339,277 | 1,493,614 | 860,737 |
Wholesale [Member] | Operating Segments [Member] | Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 795 | 290 | 2,658 | 1,705 |
Wholesale [Member] | Intersegment [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 260,713 | 128,478 | 254,850 | |
Retail [Member] | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 400,864 | 234,311 | 951,118 | 463,402 |
Rent income | 3,057 | 2,603 | 8,482 | 7,584 |
Operating income (loss) | 2,007 | 296 | 3,253 | 1,022 |
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 337,214 | 183,617 | 794,826 | 369,594 |
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 58,283 | 46,266 | 141,330 | 83,178 |
Retail [Member] | Operating Segments [Member] | Other Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 2,310 | $ 1,825 | $ 6,480 | $ 3,046 |
Segment Reporting - Summary of
Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 40,005 | $ 29,450 |
Receivables from Fuel and Merchandise Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | 34,794 | 23,800 |
Receivables for Rent and Other Lease-related Charges [Member] | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivable | $ 5,211 | $ 5,650 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
(Increase) decrease: | |||
Accounts receivable | $ (11,008) | $ 934 | |
Accounts receivable from related parties | 95 | 1,339 | |
Inventories | (4,667) | 108 | |
Other current assets | (4,965) | (3,128) | |
Other assets | (1,986) | (1,504) | |
Increase (decrease): | |||
Accounts payable | [1] | 21,271 | 13,966 |
Accounts payable to related parties | 3,654 | 3,553 | |
Motor fuel and sales taxes payable | 3,498 | 8,152 | |
Accrued expenses and other current liabilities | 1,203 | 3,819 | |
Other long-term liabilities | 2,992 | (1,705) | |
Changes in operating assets and liabilities, net of acquisitions | $ 10,087 | $ 25,534 | |
[1] | changes were driven by initial build of accounts payable balances after closing on the acquisition of certain assets from 7-Eleven in 2021 and the acquisition of retail and wholesale assets in 2020. |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 10,876 | $ 12,679 |
Cash paid for income taxes, net of refunds received | $ 941 | $ 534 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Supplemental Cash Flow [Line Items] | ||
Accrued capital expenditures | $ 3,386 | $ 2,109 |
Lease liabilities arising from obtaining right-of-use assets | $ 22,358 | 70,905 |
Retail and Wholesale Acquisition [Member] | ||
Schedule Of Supplemental Cash Flow [Line Items] | ||
Net assets acquired | (17,092) | |
Asset Exchanges [Member] | Circle K Stores Inc. [Member] | ||
Schedule Of Supplemental Cash Flow [Line Items] | ||
Net assets acquired | (75,935) | |
CST Fuel Supply Exchange Agreement [Member] | Circle K Stores Inc. [Member] | ||
Schedule Of Supplemental Cash Flow [Line Items] | ||
Net assets acquired | $ (54,920) |