10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-35711a

 

CROSSAMERICA PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	45-4165414
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
645 Hamilton Street, Suite 400 Allentown, PA	18101 (Zip Code) (610) 625-8000
(Address of Principal Executive Offices)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CAPL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of May 3, 2024, the registrant had outstanding 38,027,194 common units.

TABLE OF CONTENTS

	PAGE
Commonly Used Defined Terms	i
PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	1
Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	2
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	3
Consolidated Statements of Equity and Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	4
Condensed Notes to Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures about Market Risk	27
Item 4. Controls and Procedures	27
PART II - OTHER INFORMATION	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 6. Exhibits	28
SIGNATURE	29

COMMONLY USED DEFINED TERMS

The following is a list of certain acronyms and terms generally used in the industry and throughout this document:
CrossAmerica Partners LP and subsidiaries:
CrossAmerica	CrossAmerica Partners LP, the Partnership, CAPL, we, us, our
Holdings	CAPL JKM Holdings LLC, an indirect wholly-owned subsidiary of CrossAmerica and sole member of CAPL JKM Partners
CAPL JKM Partners	CAPL JKM Partners LLC, a wholly-owned subsidiary of Holdings
Joe’s Kwik Marts	Joe’s Kwik Marts LLC, a wholly-owned subsidiary of CAPL JKM Partners
LGWS	Lehigh Gas Wholesale Services, Inc., an indirect wholly-owned subsidiary of CrossAmerica
CrossAmerica Partners LP related parties:
DMI	Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with the Topper Group
General Partner	CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by the Topper Group.
Topper Group	Joseph V. Topper, Jr., collectively with his affiliates and family trusts that have ownership interests in the Partnership. Joseph V. Topper, Jr. is the founder of the Partnership and a member of the Board. The Topper Group is a related party and large holder of our common units.
TopStar	TopStar Inc., an entity affiliated with a family member of Joseph V. Topper, Jr. TopStar is an operator of convenience stores that leases sites and purchases fuel from us.
Other Defined Terms:
AOCI	Accumulated other comprehensive income
ASU	Accounting Standards Update
Board	Board of Directors of our General Partner
Bonus Plan	The Performance-Based Bonus Compensation Policy is one of the key components of “at-risk” compensation. The Bonus Plan is utilized to reward short-term performance achievements and to motivate and reward employees for their contributions toward meeting financial and strategic goals.
CAPL Credit Facility	Credit Agreement, dated as of April 1, 2019, as amended by the First Amendment to Credit Agreement, dated as of November 19, 2019, and by the Second Amendment to Credit Agreement, dated as of July 28, 2021, and by the Third Amendment to Credit Agreement, dated as of November 9, 2022, and as amended and restated by the Amendment and Restatement Agreement, dated as of March 31, 2023, as amended by the First Amendment to Amendment and Restatement Agreement, dated as of February 20, 2024, among the Partnership and Lehigh Gas Wholesale Services, Inc., as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent.
DTW	Dealer tank wagon contracts, which are variable market-based cent per gallon priced wholesale motor fuel distribution or supply contracts; DTW also refers to the pricing methodology under such contracts
EBITDA	Earnings before interest, taxes, depreciation, amortization and accretion, a non-GAAP financial measure
Exchange Act	Securities Exchange Act of 1934, as amended
Form 10-K	CrossAmerica’s Annual Report on Form 10-K for the year ended December 31, 2023
Internal Revenue Code	Internal Revenue Code of 1986, as amended

i

IPO	Initial public offering of CrossAmerica Partners LP on October 30, 2012
JKM Credit Facility	Credit Agreement, dated as of July 16, 2021, as amended on July 29, 2021 among CAPL JKM Partners, Holdings and Manufacturers and Traders Trust Company, as administrative agent, swingline lender and issuing bank. The Term Loan Facility was paid off and the JKM Credit Facility was terminated on March 31, 2023.
MD&A	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Omnibus Agreement	The Omnibus Agreement, effective January 1, 2020, by and among the Partnership, the General Partner and DMI. The terms of the Omnibus Agreement were approved by the independent conflicts committee of the Board, which is composed of the independent directors of the Board. Pursuant to the Omnibus Agreement, DMI agrees, among other things, to provide, or cause to be provided, to the Partnership certain management services at cost without markup.
Partnership Agreement	Second Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of February 6, 2020
Predecessor Entity	Wholesale distribution contracts and real property and leasehold interests contributed to the Partnership in connection with the IPO
SOFR	Secured Overnight Financing Rate
Term Loan Facility	$185 million delayed draw term loan facility provided under the JKM Credit Facility, which was paid off and terminated March 31, 2023
U.S. GAAP	U.S. Generally Accepted Accounting Principles
WTI	West Texas Intermediate crude oil

ii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CROSSAMERICA PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, except unit data)

(Unaudited)

	March 31,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	6,278		$	4,990
Accounts receivable, net of allowances of $674 and $709, respectively		35,087			31,185
Accounts receivable from related parties		1,021			437
Inventory		58,037			52,344
Assets held for sale		4,641			400
Current portion of interest rate swap contracts		7,169			9,321
Other current assets		11,068			9,845
Total current assets		123,301			108,522
Property and equipment, net		692,728			705,217
Right-of-use assets, net		146,170			148,317
Intangible assets, net		90,422			95,261
Goodwill		99,409			99,409
Deferred tax assets		1,425			759
Interest rate swap contracts, less current portion		4,439			687
Other assets		21,579			23,510
Total assets	$	1,179,473		$	1,181,682
LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations	$	3,133		$	3,083
Current portion of operating lease obligations		34,973			34,787
Accounts payable		71,490			68,986
Accounts payable to related parties		6,920			10,180
Accrued expenses and other current liabilities		24,570			23,674
Motor fuel and sales taxes payable		18,767			20,386
Total current liabilities		159,853			161,096
Debt and finance lease obligations, less current portion		795,755			753,880
Operating lease obligations, less current portion		116,351			118,723
Deferred tax liabilities, net		7,652			12,919
Asset retirement obligations		48,329			47,844
Interest rate swap contracts		1,139			3,535
Other long-term liabilities		52,212			52,934
Total liabilities		1,181,291			1,150,931
Commitments and contingencies (Note 11)
Preferred membership interests		28,401			27,744
Equity:
Common units— 38,027,194 and 37,983,154 units issued and    outstanding at March 31, 2024 and December 31, 2023, respectively		(39,616	)		(2,392	)
Accumulated other comprehensive income		9,397			5,399
Total (deficit) equity		(30,219	)		3,007
Total liabilities and equity	$	1,179,473		$	1,181,682

The accompanying notes are an integral part of these consolidated financial statements.

1

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, except unit and per unit amounts)

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Operating revenues (a)	$	941,548		$	1,016,159
Costs of sales (b)		860,200			934,100
Gross profit		81,348			82,059
Operating expenses:
Operating expenses (c)		52,028			45,623
General and administrative expenses		6,838			5,739
Depreciation, amortization and accretion expense		18,721			19,820
Total operating expenses		77,587			71,182
Loss on dispositions and lease terminations, net		(16,806	)		(1,767	)
Operating (loss) income		(13,045	)		9,110
Other income, net		249			261
Interest expense		(10,541	)		(12,012	)
Loss before income taxes		(23,337	)		(2,641	)
Income tax benefit		(5,797	)		(1,662	)
Net loss		(17,540	)		(979	)
Accretion of preferred membership interests		657			601
Net loss available to limited partners	$	(18,197	)	$	(1,580	)
Net loss per common unit
Basic	$	(0.48	)	$	(0.04	)
Diluted	$	(0.48	)	$	(0.04	)
Weighted-average common units:
Basic		37,994,285			37,940,332
Diluted		37,994,285			37,940,332
Supplemental information:
(a) includes excise taxes of:	$	70,713		$	69,884
(a) includes rent income of:		19,166			21,320
(b) excludes depreciation, amortization and accretion
(b) includes rent expense of:		5,419			5,554
(c) includes rent expense of:		3,942			3,798

The accompanying notes are an integral part of these consolidated financial statements.

2

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net loss	$	(17,540	)	$	(979	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion expense		18,721			19,820
Amortization of deferred financing costs		483			1,848
Credit loss expense		—			37
Deferred income tax benefit		(5,932	)		(2,056	)
Equity-based employee and director compensation expense		205			561
Loss on dispositions and lease terminations, net		16,806			1,767
Changes in operating assets and liabilities, net of acquisitions		(6,927	)		(9,460	)
Net cash provided by operating activities		5,816			11,538
Cash flows from investing activities:
Principal payments received on notes receivable		45			53
Proceeds from sale of assets		—			568
Capital expenditures		(6,105	)		(6,001	)
Lease termination payments to Applegreen, including inventory purchases		(19,904	)		—
Net cash used in investing activities		(25,964	)		(5,380	)
Cash flows from financing activities:
Borrowings under revolving credit facilities		49,000			187,400
Repayments on revolving credit facilities		(6,740	)		(15,537	)
Repayments on the Term Loan Facility		—			(158,980	)
Payments of finance lease obligations		(744	)		(698	)
Payments of deferred financing costs		(74	)		(6,906	)
Distributions paid on distribution equivalent rights		(65	)		(56	)
Distributions paid on common units		(19,941	)		(19,918	)
Net cash provided by (used in) financing activities		21,436			(14,695	)
Net increase (decrease) in cash and cash equivalents		1,288			(8,537	)
Cash and cash equivalents at beginning of period		4,990			16,054
Cash and cash equivalents at end of period	$	6,278		$	7,517

The accompanying notes are an integral part of these consolidated financial statements.

3

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(Thousands of Dollars, except unit amounts)

(Unaudited)

	Limited Partners' Interest Common Unitholders					AOCI			Total Equity
	Units		Dollars			Dollars			Dollars
Balance at December 31, 2023		37,983,154	$	(2,392	)	$	5,399		$	3,007
Net loss		—		(17,540	)		—			(17,540	)
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			9,131			9,131
Realized gain on interest rate swap contracts       reclassified from AOCI into interest expense		—		—			(5,133	)		(5,133	)
Total other comprehensive income		—		—			3,998			3,998
Comprehensive (loss) income		—		(17,540	)		3,998			(13,542	)
Issuance of units related to 2023 Bonus Plan		17,136		381			—			381
Vesting of equity awards, net of units withheld for tax		26,904		598			—			598
Accretion of preferred membership interests		—		(657	)		—			(657	)
Distributions paid		—		(20,006	)		—			(20,006	)
Balance at March 31, 2024		38,027,194	$	(39,616	)	$	9,397		$	(30,219	)
Balance at December 31, 2022		37,937,604	$	36,508		$	16,469		$	52,977
Net loss		—		(979	)		—			(979	)
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			137			137
Realized gain on interest rate swap contracts       reclassified from AOCI into interest expense		—		—			(3,055	)		(3,055	)
Total other comprehensive loss		—		—			(2,918	)		(2,918	)
Comprehensive loss		—		(979	)		(2,918	)		(3,897	)
Issuance of units related to 2022 Bonus Plan		15,346		322			—			322
Accretion of preferred membership interests		—		(601	)		—			(601	)
Distributions paid		—		(19,974	)		—			(19,974	)
Balance at March 31, 2023		37,952,950	$	15,276		$	13,551		$	28,827

The accompanying notes are an integral part of these consolidated financial statements.

4

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Our business consists of:

•the wholesale distribution of motor fuels;

•the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the sites;

•the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and

•the operation of retail sites, including the sale of convenience merchandise to end customers.

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

Recently Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments starting in our Annual Report on Form 10-K for the year ending December 31, 2024.

5

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes.

Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80% of our motor fuel from four suppliers. Approximately 24% and 23% of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers.

For the three months ended March 31, 2024 and 2023, respectively, approximately 11% and 20% of our rent income was from two multi-site operators.

For the three months ended March 31, 2024 and 2023, respectively, approximately 50% and 47% of our merchandise was purchased from one supplier.

Note 2. APPLEGREEN ACQUISITION AND LEASE TERMINATION

On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $16.9 million. The transaction closed on a rolling basis by site beginning during the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. The Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other.

Of the 59 locations, 31 locations converted during the first quarter of 2024 and the remaining locations converted in April 2024. This transaction resulted in the transition of these lessee dealer sites to company operated sites.

During the first quarter of 2024, we paid $19.9 million of cash and accrued an additional $1.2 million of cash paid in April 2024. In addition, we recorded a non-cash write-off of deferred rent income of $1.4 million during the first quarter of 2024. We recorded these transactions as follows during the first quarter of 2024 (in thousands):

Cash consideration
Lease termination payments	$	15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration		21,087
Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination	$	15,898

6

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. ASSETS HELD FOR SALE

We have classified nine sites and two sites as held for sale at March 31, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):

	March 31,			December 31,
	2024			2023
Land	$	3,056		$	240
Buildings and site improvements		3,512			380
Equipment		2,579			418
Total		9,147			1,038
Less accumulated depreciation		(4,506	)		(638	)
Assets held for sale	$	4,641		$	400

The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2023, we sold one property for $0.4 million in proceeds, resulting in a net gain of $0.1 million.

See Note 5 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale.

Note 4. INVENTORY

Inventory consisted of the following (in thousands):

	March 31,		December 31,
	2024		2023
Merchandise	$	29,808	$	26,081
Motor fuel		28,229		26,263
Inventory	$	58,037	$	52,344

See Notes 2 and 15 for information regarding the Applegreen Acquisition and other conversions of lessee dealer sites to company operated sites, which caused a significant portion of the increase in inventory.

Note 5. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

	March 31,			December 31,
	2024			2023
Land	$	323,494		$	326,571
Buildings and site improvements		362,651			365,528
Leasehold improvements		16,560			16,434
Equipment		358,585			356,160
Construction in progress		5,240			4,462
Property and equipment, at cost		1,066,530			1,069,155
Accumulated depreciation and amortization		(373,802	)		(363,938	)
Property and equipment, net	$	692,728		$	705,217

We recorded impairment charges of $0.3 million and $0.4 million during the three months ended March 31, 2024 and 2023, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort.

7

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

	March 31, 2024						December 31, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	145,557	$	88,944	$	234,501	$	140,714	$	93,787
Trademarks/licenses		2,118		787		1,331		2,078		761		1,317
Covenant not to compete		200		53		147		200		43		157
Total intangible assets	$	236,819	$	146,397	$	90,422	$	236,779	$	141,518	$	95,261

Note 7. DEBT

Our balances for long-term debt and finance lease obligations were as follows (in thousands):

	March 31,		December 31,
	2024		2023
CAPL Credit Facility	$	798,260	$	756,000
Finance lease obligations		10,320		11,064
Total debt and finance lease obligations		808,580		767,064
Current portion		3,133		3,083
Noncurrent portion		805,447		763,981
Deferred financing costs, net		9,692		10,101
Noncurrent portion, net of deferred financing costs	$	795,755	$	753,880

The CAPL Credit Facility is secured by substantially all of the Partnership’s assets.

Letters of credit outstanding totaled $5.3 million and $4.5 million at March 31, 2024 and December 31, 2023, respectively.

Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at March 31, 2024 was 5.1% (our applicable margin was 2.25% as of March 31, 2024). See Note 8 for additional information on our interest rate swap contracts.

The CAPL Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00, and (ii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the CAPL Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5, but such numerator may not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the CAPL Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the CAPL Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00.

On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions.

As of March 31, 2024, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at March 31, 2024, after taking into consideration debt covenant restrictions, was $91.2 million.

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CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In connection with amending the CAPL Credit Facility and terminating the JKM Credit Facility in March 2023, the Partnership wrote off $1.1 million of deferred financing costs in the first quarter of 2023.

Note 8. INTEREST RATE SWAP CONTRACTS

During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands):

Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	150,000	April 1, 2024		0.413	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		50,000	March 30, 2028		3.287	%
Spot starting		100,000	March 31, 2028		3.287	%
Spot starting		50,000	April 8, 2028		3.282	%
Forward starting April 1, 2024		100,000	April 1, 2028		2.932	%
Spot starting		80,000	March 31, 2028		4.105	%
Spot starting		20,000	March 31, 2028		4.121	%

All of our interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective.

The fair value of each of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets and noncurrent liabilities, as applicable. See Note 12 for additional information on the fair value of the interest rate swap contracts.

We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings (interest expense on our statement of operations) in the same period during which the hedged interest expense is recorded. We recognized a net realized gain from settlements of the interest rate swap contracts of $5.1 million and $3.1 million for the three months ended March 31, 2024 and 2023, respectively.

We currently estimate that a gain of $6.1 million will be reclassified from accumulated other comprehensive income into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

Note 9. OPERATING LEASES AS LESSOR

During the first quarter of 2024, we terminated a significant number of operating leases as lessor through our Applegreen Acquisition. See Note 2 for additional information regarding this transaction and the related write-off of deferred rent income.

Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2037. Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties as of March 31, 2024 were as follows (in thousands):

2024	$	29,826
2025		32,495
2026		22,640
2027		12,672
2028		7,899
Thereafter		21,489
Total future minimum lease payments	$	127,021

The future minimum rental payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or non-lease components for amounts that may be received as tenant reimbursements for certain operating costs.

9

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $3.3 million and $5.0 million at March 31, 2024 and December 31, 2023, respectively.

Note 10. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $10.7 million and $11.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts receivable from TopStar was $1.0 million and $0.4 million at March 31, 2024 and December 31, 2023, respectively.

We lease real estate from the Topper Group. Rent expense under these lease agreements was $2.5 million for each of the three months ended March 31, 2024 and 2023.

Omnibus Agreement

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $27.8 million and $24.4 million for the three months ended March 31, 2024 and 2023, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $4.8 million and $8.4 million at March 31, 2024 and December 31, 2023, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million to the Topper Group related to its ownership of our common units for the three months ended March 31, 2024 and 2023.

We distributed $2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units for the three months ended March 31, 2024 and 2023.

We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $0.7 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively.

Maintenance and Environmental Costs

Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $1.0 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts payable to this related party amounted to $0.7 million and $0.3 million at March 31, 2024 and December 31, 2023, respectively.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $4.7 million and $4.9 million for the three months ended March 31, 2024 and 2023, respectively. Amounts payable to this related party amounted to $1.4 million at March 31, 2024 and December 31, 2023.

Vehicle Lease

In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for each of the three months ended March 31, 2024 and 2023.

10

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Principal Executive Offices

We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million for each of the three months ended March 31, 2024 and 2023.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2024 and 2023.

Note 11. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contractual period, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given period. We did not incur any significant penalties during the three months ended March 31, 2024 or 2023.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Environmental Matters

We currently own or lease sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.

We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions.

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $6.9 million and $7.4 million at March 31, 2024 and December 31, 2023, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $4.7 million and $5.3 million at March 31, 2024 and December 31, 2023, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

11

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of, remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims.

Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the consolidated balance sheet of the Partnership.

Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the consolidated balance sheet of the Partnership.

Note 12. FAIR VALUE MEASUREMENTS

We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2024 or 2023.

As further discussed in Note 8, we remeasure the fair value of interest rate swap contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements.

We have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2024 and December 31, 2023 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of March 31, 2024 and December 31, 2023 due to the frequency with which interest rates are reset and the consistency of the market spread.

Note 13. INCOME TAXES

As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates.

12

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded an income tax benefit of $5.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax.

Note 14. NET INCOME PER COMMON UNIT

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts):

	Three Months Ended March 31,
	2024			2023
Numerator:
Distributions paid on common units	$	19,941		$	19,974
Allocation of distributions in excess of net income		(38,138	)		(21,554	)
Limited partners’ interest in net loss - basic and diluted		(18,197	)		(1,580	)
Denominator:
Weighted-average common units outstanding - basic		37,994,285			37,940,332
Adjustment for phantom and phantom performance units (a)		—			—
Weighted-average common units outstanding - diluted		37,994,285			37,940,332
Net loss per common unit - basic	$	(0.48	)	$	(0.04	)
Net loss per common unit - diluted	$	(0.48	)	$	(0.04	)
Distributions paid per common unit	$	0.5250		$	0.5250
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250

(a)For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

Distributions

Distribution activity for 2024 is as follows:

Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2023	February 2, 2024	February 9, 2024	$	0.5250	$	19,941
March 31, 2024	May 3, 2024	May 10, 2024		0.5250		19,964

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

Note 15. SEGMENT REPORTING

We conduct our business in two segments: 1) the wholesale segment and 2) the retail segment.

The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers.

13

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

During the three months ended March 31, 2024 and 2023, respectively, we converted 53 and eight sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment. The sites converted during the first quarter of 2024 include 31 sites from the Applegreen Acquisition. See Note 2 for additional information.

The following table reflects activity related to our reportable segments (in thousands):

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2024
Revenues from fuel sales to external customers	$	450,579	$	389,852	$	—		$	840,431
Revenues from food and merchandise sales		—		76,432		—			76,432
Rent income		15,979		3,187		—			19,166
Other revenue		920		4,599		—			5,519
Total revenues	$	467,478	$	474,070	$	—		$	941,548
Operating income (loss)	$	18,065	$	11,255	$	(42,365	)	$	(13,045	)
Three Months Ended March 31, 2023
Revenues from fuel sales to external customers	$	521,925	$	402,946	$	—		$	924,871
Revenues from food and merchandise sales		—		65,266		—			65,266
Rent income		17,956		3,364		—			21,320
Other revenue		1,247		3,455		—			4,702
Total revenues	$	541,128	$	475,031	$	—		$	1,016,159
Operating income (loss)	$	21,669	$	14,767	$	(27,326	)	$	9,110

Receivables relating to the revenue streams above are as follows (in thousands):

	March 31,		December 31,
	2024		2023
Receivables from fuel and merchandise sales	$	32,853	$	28,467
Receivables for rent and other lease-related charges		3,255		3,155
Total accounts receivable	$	36,108	$	31,622

Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, although revenue from such shortfalls is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The balance of unamortized costs incurred to obtain certain contracts with customers was $9.4 million and $10.0 million at March 31, 2024 and December 31, 2023, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.5 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively.

Receivables from rent and other lease-related charges are generally collected at the beginning of the month.

14

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16. SUPPLEMENTAL CASH FLOW INFORMATION

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):

	Three Months Ended March 31,
	2024			2023
(Increase) decrease:
Accounts receivable	$	(3,902	)	$	2,220
Accounts receivable from related parties		(584	)		219
Inventories		(1,589	)		(604	)
Other current assets		(423	)		(2,775	)
Other assets		(885	)		574
Increase (decrease):
Accounts payable		2,434			(7,503	)
Accounts payable to related parties		(3,131	)		(2,013	)
Accrued expenses and other current liabilities		987			(297	)
Motor fuel and taxes payable		(1,619	)		(342	)
Other long-term liabilities		1,785			1,061
Changes in operating assets and liabilities, net of acquisitions	$	(6,927	)	$	(9,460	)

The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions and other non-cash activity.

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2024			2023
Cash paid for interest	$	9,925		$	11,875
Cash paid (refunded) for income taxes, net		(17	)		560

Supplemental schedule of non-cash investing and financing activities (in thousands):

	Three Months Ended March 31,
	2024		2023
Accrued capital expenditures	$	1,269	$	2,228
Lease liabilities arising from obtaining right-of-use assets		4,823		2,972
Accretion of preferred membership interests		657		601

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, credit ratings, distribution growth, potential growth opportunities, potential operating performance improvements, potential improvements in return on capital employed, the effects of competition and the effects of future legislation or regulations. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “guidance,” “outlook,” “effort,” “target” and similar expressions. Such statements are based on our current plans and expectations and involve risks and uncertainties that could potentially affect actual results. These forward-looking statements include, among other things, statements regarding:

•future retail and wholesale gross profits, including gasoline, diesel and convenience store merchandise gross profits;

•our anticipated level of capital investments, including through acquisitions, and the effect of these capital investments on our results of operations;

•anticipated trends in the demand for, and volumes sold of, gasoline and diesel in the regions where we operate;

•volatility in the equity and credit markets limiting access to capital markets;

•our ability to integrate acquired businesses;

•expectations regarding environmental, tax and other regulatory initiatives; and

•the effect of general economic and other conditions on our business.

In general, we based the forward-looking statements included in this report on our current expectations, estimates and projections about our company and the industry in which we operate. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties we cannot predict. We anticipate that subsequent events and market developments will cause our estimates to change. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Any differences could result from a variety of factors, including the following:

•the Topper Group’s business strategy and operations and the Topper Group’s conflicts of interest with us;

•availability of cash flow to pay the current quarterly distributions on our common units;

•the availability and cost of competing motor fuel resources;

•motor fuel price volatility, including as a result of the conflict in Ukraine or the war between Israel and Hamas;

•a reduction in demand for motor fuels;

•competition in the industries and geographical areas in which we operate;

•the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

•environmental compliance and remediation costs;

•our existing or future indebtedness and the related interest expense and our ability to comply with debt covenants;

•our liquidity, results of operations and financial condition;

•failure to comply with applicable tax and other regulations or governmental policies;

•future legislation and changes in regulations, governmental policies, immigration laws and restrictions or changes in enforcement or interpretations thereof;

•future regulations and actions that could expand the non-exempt status of employees under the Fair Labor Standards Act;

•future income tax legislation;

•changes in energy policy;

16

•technological advances;

•the impact of worldwide economic and political conditions;

•the impact of wars and acts of terrorism;

•weather conditions or catastrophic weather-related damage;

•earthquakes and other natural disasters;

•hazards and risks associated with transporting and storing motor fuel;

•unexpected environmental liabilities;

•the outcome of pending or future litigation; and

•our ability to comply with federal and state laws and regulations, including those related to environmental matters, the sale of alcohol, cigarettes and fresh foods, employment and health benefits and immigration.

You should consider the risks and uncertainties described above and elsewhere in this report as well as those set forth in the section entitled “Risk Factors” in our Form 10-K in connection with considering any forward-looking statements that may be made by us and our businesses generally. We cannot assure you that anticipated results or events reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements included in this report are made as of the date of this report. We undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events after the date of this report, except as required by law.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following MD&A is intended to help the reader understand our results of operations and financial condition. This section is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to these financial statements contained elsewhere in this report, and the MD&A section and the consolidated financial statements and accompanying notes to those financial statements in our Form 10-K. Our Form 10-K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates and contractual obligations.

MD&A is organized as follows:

•Recent Developments—This section describes significant recent developments.

•Significant Factors Affecting Our Profitability—This section describes the most significant factors impacting our results of operations.

•Results of Operations—This section provides an analysis of our results of operations on a consolidated basis and for each of our segments as well as a discussion of non-GAAP financial measures.

•Liquidity and Capital Resources—This section provides a discussion of our financial condition and cash flows. It also includes a discussion of our debt, capital requirements, other matters impacting our liquidity and capital resources and an outlook for our business.

•New Accounting Policies—This section describes new accounting pronouncements that we have already adopted, those that we are required to adopt in the future and those that became applicable in the current year as a result of new circumstances.

•Critical Accounting Policies and Estimates—This section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.

17

Recent Developments

Applegreen Acquisition and Lease Termination

On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $16.9 million. The transaction closed on a rolling basis by site beginning in the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. The Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other.

Of the 59 locations, 31 locations converted during the first quarter of 2024 and the remaining locations converted in April 2024. This transaction resulted in the transition of these lessee dealer sites to company operated sites.

During the first quarter of 2024, we paid $19.9 million of cash and accrued an additional $1.2 million of cash paid in April 2024. In addition, we recorded a non-cash write-off of deferred rent income of $1.4 million during the first quarter of 2024. See Note 2 to the financial statements for additional information.

Amendment of CAPL Credit Facility

On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions.

Significant Factors Affecting our Profitability

The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. For approximately 58% of gallons sold, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of motor fuel. The remaining gallons are either retail sales or wholesale DTW contracts that provide for variable, market-based pricing.

Regarding our supplier relationships, a material amount of our total gallons purchased are subject to prompt payment discounts. The dollar value of these discounts varies with changes in motor fuel prices. Therefore, in periods of lower wholesale motor fuel prices, our gross profit is negatively affected, and, in periods of higher wholesale motor fuel prices, our gross profit is positively affected (as it relates to these discounts).

In our retail business, we attempt to pass along wholesale motor fuel price changes to our retail customers through “at the pump” retail price changes; however, market conditions do not always allow us to do so immediately. The timing of any related increase or decrease in “at the pump” retail prices is affected by competitive conditions in each geographic market in which we operate. As such, the prices we charge our customers for motor fuel and the gross profit we receive on our motor fuel sales can increase or decrease significantly over short periods of time.

Changes in our average motor fuel selling price per gallon and gross margin are directly related to the changes in crude oil and wholesale motor fuel prices. Variations in our reported revenues and cost of sales are, therefore, primarily related to the price of crude oil and wholesale motor fuel prices and generally not as a result of changes in motor fuel sales volumes, unless otherwise indicated and discussed below.

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Seasonality Effects on Volumes

Our business is subject to 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 months) and lowest during the winter months in the first and fourth quarters.

Impact of Inflation

Inflation affects our financial performance by increasing certain components of cost of goods sold, such as fuel, merchandise, and credit card fees. Inflation also affects certain operating expenses, such as labor costs, certain leases, and general and administrative expenses. While our wholesale segment benefits from higher terms discounts as a result of higher fuel costs, inflation could and recently has negatively impacted our cost of goods sold and operating expenses. Although we have historically been able to pass on increased costs through price increases, there can be no assurance that we will be able to do so in the future.

Impact of Interest Rates

Given our interest rate swap contracts, our effective interest rate did not change significantly between the first quarter of 2023 and the first quarter of 2024. However, three of our most favorable interest rate swap contracts matured April 1, 2024. See Item 3 for additional information regarding the impact of the maturity of those interest rate swap contracts on our future interest expense.

Acquisition and Financing Activity

Our results of operations and financial condition are also impacted by our acquisition and financing activities as summarized below.

•On March 31, 2023, we amended and restated the CAPL Credit Facility and terminated the JKM Credit Facility.

•Through March 31, 2024, we have converted 31 of the 59 sites included in the Applegreen Acquisition and transitioned these sites from lessee dealer sites in the wholesale segment to company operated sites in the retail segment. See Note 2 to the financial statements for additional information.

Results of Operations

Consolidated Income Statement Analysis

Below is an analysis of our consolidated statements of operations and provides the primary reasons for significant increases and decreases in the various income statement line items from period to period. Our consolidated statements of operations are as follows (in thousands):

	Three Months Ended March 31,
	2024			2023
Operating revenues	$	941,548		$	1,016,159
Costs of sales		860,200			934,100
Gross profit		81,348			82,059
Operating expenses:
Operating expenses		52,028			45,623
General and administrative expenses		6,838			5,739
Depreciation, amortization and accretion expense		18,721			19,820
Total operating expenses		77,587			71,182
Loss on dispositions and lease terminations, net		(16,806	)		(1,767	)
Operating (loss) income		(13,045	)		9,110
Other income, net		249			261
Interest expense		(10,541	)		(12,012	)
Loss before income taxes		(23,337	)		(2,641	)
Income tax benefit		(5,797	)		(1,662	)
Net loss		(17,540	)		(979	)
Accretion of preferred membership interests		657			601
Net loss available to limited partners	$	(18,197	)	$	(1,580	)

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Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Operating revenues decreased $75 million (7%) and operating income decreased $22 million. Significant items impacting these results were:

Operating revenues

•A $74 million (14%) decrease in our wholesale segment revenues primarily attributable to a 9% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites as well as the net loss of independent dealer contracts. In addition, our average wholesale selling price decreased 5% due primarily to changes in crude oil prices during the course of the quarter compared to last year.

•Our retail segment revenues remained relatively flat for the first quarter of 2024 as compared to the first quarter of 2023. Our average retail selling price of fuel decreased 5% from the first quarter of 2023 to the first quarter of 2024, partially offset by a 2% increase in volume due to the conversion of certain lessee dealer sites to company operated sites, partially offset by a decrease in volume in our base business. Lastly, merchandise revenues increased $11.2 million (17%) driven by an increase in our average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Cost of sales

Cost of sales decreased $74 million (8%), due primarily to lower wholesale volume and lower cost per gallon, partially offset by the increase in merchandise cost of sales driven by the same drivers as discussed above.

Gross profit

Gross profit decreased $0.7 million (1%), which was primarily driven by a decrease in motor fuel and rent gross profit within our wholesale segment, partially offset by an increase in merchandise gross profit driven by the conversion of certain lessee dealer and commission agent sites to company operated sites. See “Results of Operations—Segment Results” for additional gross profit analyses.

Operating expenses

See “Results of Operations—Segment Results” for analyses.

General and administrative expenses

General and administrative expenses increased $1.1 million (19%) primarily driven by higher legal fees and acquisition-related costs.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense decreased $1.1 million (6%) primarily due to assets becoming fully depreciated.

Loss on dispositions and lease terminations, net

During the three months ended March 31, 2024, we recorded a $15.9 million loss on lease termination with Applegreen, including a $1.4 million non-cash write-off of deferred rent income. See Note 2 to the financial statements for additional information. In addition, we recorded $0.9 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income.

During the three months ended March 31, 2023, we recorded a $2.0 million loss on lease terminations and asset disposals, partially offset by a $0.2 million gain in connection with our ongoing real estate rationalization effort.

Interest expense

Interest expense decreased $1.5 million (12%) due to the $1.1 million write-off of deferred financing costs in the first quarter of 2023 as a result of the amendment and restatement of the CAPL Credit Facility and termination of the JKM Credit Facility.

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Income tax benefit

We recorded an income tax benefit of $5.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively, driven by income (losses) generated by our taxable subsidiaries.

Segment Results

We present the results of operations of our segments consistent with how our management views the business.

Wholesale

The following table highlights the results of operations and certain operating metrics of our wholesale segment. The narrative following these tables provides an analysis of the results of operations of that segment (in thousands of dollars, except for the number of distribution sites and per gallon amounts):

	Three Months Ended March 31,
	2024			2023
Gross profit:
Motor fuel gross profit	$	14,603		$	16,708
Rent gross profit		11,439			13,255
Other revenues		920			1,247
Total gross profit		26,962			31,210
Operating expenses		(8,897	)		(9,541	)
Operating income	$	18,065		$	21,669
Motor fuel distribution sites (end of period): (a)
Independent dealers (b)		624			643
Lessee dealers (c)		511			612
Total motor fuel distribution sites		1,135			1,255
Average motor fuel distribution sites		1,172			1,271
Volume of gallons distributed		184,025			201,861
Margin per gallon	$	0.079		$	0.083

(a)In addition, we distributed motor fuel to sub-wholesalers who distributed to additional sites.

(b)The decrease in the independent dealer site count was primarily attributable to the net loss of contracts, partially offset by divestitures of certain lessee dealer sites but with continued fuel supply.

(c)The decrease in the lessee dealer site count was primarily attributable to the conversion of certain lessee dealer sites to company operated sites, including through the Applegreen Acquisition, and our real estate rationalization effort.

Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Gross profit decreased $4.2 million (14%) and operating income decreased $3.6 million (17%). These results were impacted by:

Motor fuel gross profit

The $2.1 million decrease (13%) in motor fuel gross profit was primarily due to a 9% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites and the net loss of independent dealer contracts. In addition, our average fuel margin per gallon decreased 4% as compared to the same period of 2023, driven by the movements of crude oil prices within the two periods.

The average spot price of WTI crude oil increased 2% from $75.93 per barrel for the first quarter of 2023 to $77.50 per barrel for the first quarter of 2024. See “Significant Factors Affecting our Profitability—The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit.”

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Rent gross profit

Rent gross profit decreased $1.8 million (14%) for the first quarter of 2024 compared to the same period of 2023, primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites.

Operating expenses

Operating expenses decreased $0.6 million (7%), primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites.

Retail

The following table highlights the results of operations and certain operating metrics of our retail segment. The narrative following these tables provides an analysis of the results of operations of that segment (in thousands, except for the number of retail sites and per gallon amounts):

	Three Months Ended March 31,
	2024			2023
Gross profit:
Motor fuel	$	26,036		$	26,760
Merchandise		21,443			18,123
Rent		2,308			2,511
Other revenue		4,599			3,455
Total gross profit		54,386			50,849
Operating expenses		(43,131	)		(36,082	)
Operating income	$	11,255		$	14,767
Retail sites (end of period):
Company operated retail sites (a)		343			268
Commission agents (b)		203			194
Total retail segment sites		546			462
Total retail segment statistics:
Volume of gallons sold		121,717			119,085
Average retail fuel sites		514			457
Margin per gallon, before deducting credit card fees and commissions		0.308			0.318
Company operated site statistics:
Average retail fuel sites		315			258
Margin per gallon, before deducting credit card fees	$	0.327		$	0.341
Merchandise gross profit percentage		28.1	%		27.8	%
Commission site statistics:
Average retail fuel sites		199			198
Margin per gallon, before deducting credit card fees and commissions	$	0.267		$	0.273

(a)The increase in the company operated site count was primarily attributable to the conversion of certain lessee dealer and commission agent sites to company operated sites.

(b)The increase in the commission agent site count was primarily attributable to the conversion of certain lessee dealer sites to commission agent sites, partially offset by the conversion of certain commission agent sites to company operated sites.

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Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

Gross profit increased $3.5 million (7%) and operating income decreased $3.5 million (24%). These results were impacted by:

Gross profit

•Our motor fuel gross profit decreased $0.7 million (3%) attributable to a 3% decrease in margin per gallon for the three months ended March 31, 2024 as compared to the same period in 2023, driven by the movements in crude oil prices within the two periods. Volume increased 2% due primarily to an increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a decrease in volume in our base business.

•Our merchandise gross profit and other revenues increased $3.3 million (18%) and $1.1 million (33%), respectively, driven by an increase in the average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Operating expenses

Operating expenses increased $7.0 million (20%) driven by a 22% increase in the average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Non-GAAP Financial Measures

We use the non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income before deducting interest expense, income taxes and depreciation, amortization and accretion (which includes certain impairment charges). Adjusted EBITDA represents EBITDA as further adjusted to exclude equity-based compensation expense, gains or losses on dispositions and lease terminations, net and certain discrete acquisition related costs, such as legal and other professional fees, separation benefit costs and certain other discrete non-cash items arising from purchase accounting. Distributable Cash Flow represents Adjusted EBITDA less cash interest expense, sustaining capital expenditures and current income tax expense. The Distribution Coverage Ratio is computed by dividing Distributable Cash Flow by distributions paid on common units.

EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of our financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess our financial performance without regard to financing methods, capital structure or income taxes and the ability to incur and service debt and to fund capital expenditures. In addition, Adjusted EBITDA is used to assess the operating performance of our business on a consistent basis by excluding the impact of items which do not result directly from the wholesale distribution of motor fuel, the leasing of real property, or the day to day operations of our retail site activities. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are also used to assess the ability to generate cash sufficient to make distributions to our unitholders.

We believe the presentation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio provides useful information to investors in assessing the financial condition and results of operations. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio have important limitations as analytical tools because they exclude some but not all items that affect net income. Additionally, because EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in our industry, our definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for Distribution Coverage Ratio):

	Three Months Ended March 31,
	2024			2023
Net loss	$	(17,540	)	$	(979	)
Interest expense		10,541			12,012
Income tax benefit		(5,797	)		(1,662	)
Depreciation, amortization and accretion expense		18,721			19,820
EBITDA		5,925			29,191
Equity-based employee and director compensation expense		205			561
Loss on dispositions and lease terminations, net (a)		16,806			1,767
Acquisition-related costs (b)		632			219
Adjusted EBITDA		23,568			31,738
Cash interest expense		(10,058	)		(10,163	)
Sustaining capital expenditures (c)		(1,642	)		(2,049	)
Current income tax expense (d)		(137	)		(394	)
Distributable Cash Flow	$	11,731		$	19,132
Distributions paid on common units		19,941			19,918
Distribution Coverage Ratio (a)	0.59x			0.96x

(a)See "Results of Operations–Loss on Dispositions and Lease Terminations, net."

(b)Relates to certain acquisition-related costs, such as legal and other professional fees, separation benefit costs and purchase accounting adjustments associated with recent acquisitions.

(c)Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain our long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes, including payments to renew existing distribution contracts, or to maintain our sites in conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.

(d)Excludes income tax incurred on the sale of sites.

Liquidity and Capital Resources

Liquidity

Our principal liquidity requirements are to finance our operations, fund acquisitions, service our debt and pay distributions to our unitholders. We expect our ongoing sources of liquidity to include cash generated by operations, proceeds from sales of sites in connection with our real estate rationalization efforts, borrowings under the CAPL Credit Facility, and if available to us on acceptable terms, issuances of equity and debt securities. We regularly evaluate alternate sources of capital to support our liquidity requirements.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, acquisitions, and partnership distributions, will depend on our future operating performance, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will, from time to time, consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods.

We believe that we will have sufficient cash flow from operations, borrowing capacity under the CAPL Credit Facility, access to capital markets and alternate sources of funding to meet our financial commitments, debt service obligations, contingencies, anticipated capital expenditures and partnership distributions. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities and/or maintain or increase distributions to unitholders.

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Cash Flows

The following table summarizes cash flow activity (in thousands):

	Three Months Ended March 31,
	2024			2023
Net cash provided by operating activities	$	5,816		$	11,538
Net cash used in investing activities		(25,964	)		(5,380	)
Net cash provided by (used in) financing activities		21,436			(14,695	)

Operating Activities

Net cash provided by operating activities decreased $5.7 million for the three months ended March 31, 2024 compared to the same period in 2023, primarily attributable to lower fuel margins, partially offset by a $3.3 million net generation of cash flow from changes in working capital stemming from timing of settlement of fuel purchases during the first quarter of 2023.

As is typical in our industry, our current liabilities exceed our current assets as a result of the longer settlement of real estate and motor fuel taxes as compared to the shorter settlement of receivables for fuel, rent and merchandise.

Investing Activities

We incurred capital expenditures of $6 million for each of the three months ended March 31, 2024 and 2023. We paid $19.9 million to Applegreen related to lease terminations and inventory purchases during the three months ended March 31, 2024. We received $0.6 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the three months ended March 31, 2023.

Financing Activities

We paid $20 million in distributions for each of the three months ended March 31, 2024 and 2023. For the three months ended March 31, 2024 and 2023, we made total net borrowings on our credit facilities of $42 million and $13 million, respectively. We paid $7 million of deferred financing costs in connection with amending and restating the CAPL Credit Facility and terminating the JKM Credit Facility in the first quarter of 2023.

Distributions

Distribution activity for 2024 was as follows:

Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2023	February 2, 2024	February 9, 2024	$	0.5250	$	19,941
March 31, 2024	May 3, 2024	May 10, 2024		0.5250		19,964

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

Debt

As of March 31, 2024, our debt and finance lease obligations consisted of the following (in thousands):

CAPL Credit Facility	$	798,260
Finance lease obligations		10,320
Total debt and finance lease obligations		808,580
Current portion		3,133
Noncurrent portion		805,447
Deferred financing costs, net		9,692
Noncurrent portion, net of deferred financing costs	$	795,755

See Note 7 to the financial statements for information regarding the amendment of the CAPL Credit Facility.

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Taking into account the interest rate swap contracts that were effective beyond April 1, 2024, the effective interest rate on our CAPL Credit Facility at March 31, 2024 was 6.7% (our applicable margin was 2.25% as of March 31, 2024). Letters of credit outstanding at March 31, 2024 totaled $5.3 million.

The amount of availability under our CAPL Credit Facility at May 3, 2024, after taking into consideration debt covenant restrictions, was $96 million.

Capital Expenditures

We make investments to expand, upgrade and enhance existing assets. We categorize our capital requirements as either sustaining capital expenditures, growth capital expenditures or acquisition capital expenditures. Sustaining capital expenditures are those capital expenditures required to maintain our long-term operating income or operating capacity. Growth capital expenditures, which include individual site purchases, and acquisition capital expenditures are those capital expenditures that we expect will increase our operating income or operating capacity over the long term. We have the ability to fund our capital expenditures by additional borrowings under our CAPL Credit Facility, or, if available to us on acceptable terms, accessing the capital markets and issuing additional equity, debt securities or other options, such as the sale of assets. Our ability to access the capital markets may have an impact on our ability to fund acquisitions. We may not be able to complete any offering of securities or other options on terms acceptable to us, if at all.

The following table outlines our capital expenditures (in thousands):

	Three Months Ended March 31,
	2024		2023
Sustaining capital	$	1,642	$	2,049
Growth		4,463		3,952
Lease termination payments to Applegreen, including inventory purchases		19,904		—
Total capital expenditures, including lease termination payments to Applegreen	$	26,009	$	6,001

A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of anticipated proceeds from sales of sites.

Concentration Risks

See Note 1 for information on our concentration risks related to our customers, fuel suppliers, fuel carriers and merchandise suppliers.

Outlook

As noted previously, the prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations, which affect our motor fuel gross profit.

Our results for 2024 are anticipated to be impacted by the following:

•We continue to consider the highest and best use class of trade for each of our properties, which may result in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit for the wholesale and retail segments. The Applegreen Acquisition is anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.

•Given the April 1, 2024 maturity of certain favorable interest rate swap contracts, we anticipate higher interest expense in 2024 relative to 2023.

We will continue to evaluate acquisitions on an opportunistic basis. Additionally, we will pursue acquisition targets that fit into our strategy. Whether we will be able to execute acquisitions will depend on market conditions, availability of suitable acquisition targets at attractive terms, acquisition-related compliance with customary regulatory requirements, and our ability to finance such acquisitions on favorable terms and in compliance with our debt covenant restrictions.

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New Accounting Policies

There is no new accounting guidance effective or pending adoption that has had or is anticipated to have a material impact on our financial statements. See Note 1 to the financial statements for information on new accounting guidance that will impact segment reporting and income tax disclosures.

Critical Accounting Policies and Estimates

There have been no material changes to the critical accounting policies described in our Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Other than interest rate risk, no significant changes to our market risk have occurred since December 31, 2023. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk” included in our Form 10-K.

Interest Rate Risk

As of March 31, 2024, we had $798.3 million outstanding on our CAPL Credit Facility. Our outstanding borrowings bear interest at SOFR plus an applicable margin.

Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at March 31, 2024 was 5.1%.

Taking into account the interest rate swap contracts that were effective beyond April 1, 2024, the effective interest rate on our CAPL Credit Facility at March 31, 2024 would have been 6.7%. A one percentage point change in SOFR would impact annual interest expense by approximately $4.0 million.

See Note 8 to the financial statements for information regarding our interest rate swap contracts.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We hereby incorporate by reference into this Item our disclosures made in Part I, Item 1 of this report included in Note 11 of the financial statements.

ITEM 1A. RISK FACTORS

There were no material changes in the risk factors disclosed in the section entitled "Risk Factors" in our Form 10-K during the period covered by this report.

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ITEM 6. EXHIBITS

Exhibit No.	Description
10.1	First Amendment to Amended and Restated Credit Agreement, dated as of February 20, 2024, by and among CrossAmerica Partners LP, Lehigh Gas Wholesale Services, Inc., certain entities listed on the signature pages thereto, as guarantors, the lenders and L/C issuers party thereto, and Citizens Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K for CrossAmerica Partners LP, filed with the Securities and Exchange Commission on February 23, 2024)
31.1 *	Certification of Principal Executive Officer of CrossAmerica GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2 *	Certification of Principal Financial Officer of CrossAmerica GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1*†	Certification of Principal Executive Officer of CrossAmerica GP LLC pursuant to 18 U.S.C. §1350
32.2*†	Certification of Principal Financial Officer of CrossAmerica GP LLC pursuant to 18 U.S.C. §1350
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
104*	Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith

† Not considered to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CROSSAMERICA PARTNERS LP
By:	CROSSAMERICA GP LLC, its General Partner
By:	/s/ Maura Topper
	Maura Topper
	Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

Date: May 8, 2024

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Charles M. Nifong, Jr, certify that:

1.I have reviewed this quarterly report on Form 10-Q of CrossAmerica Partners LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024

/s/ Charles M. Nifong, Jr.

Charles M. Nifong, Jr.

President and Chief Executive Officer

CrossAmerica GP LLC

(as General Partner of CrossAmerica Partners LP)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Maura Topper, certify that:

1.I have reviewed this quarterly report on Form 10-Q of CrossAmerica Partners LP;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024

/s/ Maura Topper

Maura Topper

Chief Financial Officer

CrossAmerica GP LLC

(as General Partner of CrossAmerica Partners LP)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of CrossAmerica Partners LP (the “Partnership”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles M. Nifong, Jr., President and Chief Executive Officer of CrossAmerica GP LLC, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: May 8, 2024

/s/ Charles M. Nifong, Jr.

Charles M. Nifong, Jr.

President and Chief Executive Officer

CrossAmerica GP LLC

(as General Partner of CrossAmerica Partners LP)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of CrossAmerica Partners LP (the “Partnership”) for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Maura Topper, Chief Financial Officer of CrossAmerica GP LLC, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: May 8, 2024

/s/ Maura Topper

Maura Topper

Chief Financial Officer

CrossAmerica GP LLC

(as General Partner of CrossAmerica Partners LP)

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Entity Registrant Name	CROSSAMERICA PARTNERS LP
Entity Central Index Key	0001538849
Document Type	10-Q
Document Period End Date	Mar. 31, 2024
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Trading Symbol	CAPL
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		38,027,194
Entity Interactive Data Current	Yes
Entity Shell Company	false
Title of 12(b) Security	Common Units
Security Exchange Name	NYSE
Entity File Number	001-35711
Entity Tax Identification Number	45-4165414
Entity Address, Address Line One	645 Hamilton Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Allentown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18101
City Area Code	610
Local Phone Number	625-8000
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 6,278	$ 4,990
Accounts receivable, net of allowances of $674 and $709, respectively	35,087	31,185
Accounts receivable from related parties	1,021	437
Inventory	58,037	52,344
Assets held for sale	4,641	400
Current portion of interest rate swap contracts	7,169	9,321
Other current assets	11,068	9,845
Total current assets	123,301	108,522
Property and equipment, net	692,728	705,217
Right-of-use assets, net	146,170	148,317
Intangible assets, net	90,422	95,261
Goodwill	99,409	99,409
Deferred tax assets	1,425	759
Interest rate swap contracts, less current portion	4,439	687
Other assets	21,579	23,510
Total assets	1,179,473	1,181,682
Current liabilities:
Current portion of debt and finance lease obligations	3,133	3,083
Current portion of operating lease obligations	34,973	34,787
Accounts payable	71,490	68,986
Accounts payable to related parties	6,920	10,180
Accrued expenses and other current liabilities	24,570	23,674
Motor fuel and sales taxes payable	18,767	20,386
Total current liabilities	159,853	161,096
Debt and finance lease obligations, less current portion	795,755	753,880
Operating lease obligations, less current portion	116,351	118,723
Deferred tax liabilities, net	7,652	12,919
Asset retirement obligations	48,329	47,844
Interest rate swap contracts	1,139	3,535
Other long-term liabilities	52,212	52,934
Total liabilities	1,181,291	1,150,931
Commitments and contingencies (Note 11)
Preferred membership interests	28,401	27,744
Equity:
Common units- 38,027,194 and 37,983,154 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively	(39,616)	(2,392)
Accumulated other comprehensive income	9,397	5,399
Total (deficit) equity	(30,219)	3,007
Total liabilities and equity	$ 1,179,473	$ 1,181,682

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Account receivable allowance	$ 674	$ 709
Shares issued	38,027,194	37,983,154
Shares outstanding	38,027,194	37,983,154

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Operating revenues	$ 941,548	$ 1,016,159
Costs of sales	860,200	934,100
Gross profit	81,348	82,059
Operating expenses:
Operating expenses	52,028	45,623
General and administrative expenses	6,838	5,739
Depreciation, amortization and accretion expense	18,721	19,820
Total operating expenses	77,587	71,182
Loss on dispositions and lease terminations, net	(16,806)	(1,767)
Operating (loss) income	(13,045)	9,110
Other income, net	249	261
Interest expense	(10,541)	(12,012)
Loss before income taxes	(23,337)	(2,641)
Income tax benefit	(5,797)	(1,662)
Net loss	(17,540)	(979)
Accretion of preferred membership interests	657	601
Net loss available to limited partners	$ (18,197)	$ (1,580)
Net loss Per Share
Net loss per common unit, basic	$ (0.48)	$ (0.04)
Net loss per common unit, diluted	$ (0.48)	$ (0.04)
Weighted-average common units, basic	37,994,285	37,940,332
Weighted-average common units, diluted	37,994,285	37,940,332
Supplemental information:
(a) includes excise taxes of:	$ 70,713	$ 69,884
(a) includes rent income of:	19,166	21,320
(b) excludes depreciation, amortization and accretion and includes rent expense of:	5,419	5,554
(c) includes rent expense of:	$ 3,942	$ 3,798

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (17,540)	$ (979)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion expense	18,721	19,820
Amortization of deferred financing costs	483	1,848
Credit loss expense		37
Deferred income tax benefit	(5,932)	(2,056)
Equity-based employee and director compensation expense	205	561
Loss on dispositions and lease terminations, net	16,806	1,767
Changes in operating assets and liabilities, net of acquisitions	(6,927)	(9,460)
Net cash provided by operating activities	5,816	11,538
Cash flows from investing activities:
Principal payments received on notes receivable	45	53
Proceeds from sale of assets		568
Capital expenditures	(6,105)	(6,001)
Lease termination payments to Applegreen, including inventory purchases	(19,904)
Net cash used in investing activities	(25,964)	(5,380)
Cash flows from financing activities:
Borrowings under revolving credit facilities	49,000	187,400
Repayments on revolving credit facilities	(6,740)	(15,537)
Repayments on the Term Loan Facility		(158,980)
Payments of finance lease obligations	(744)	(698)
Payments of deferred financing costs	(74)	(6,906)
Distributions paid on distribution equivalent rights	(65)	(56)
Distributions paid on common units	(19,941)	(19,918)
Net cash provided by (used in) financing activities	21,436	(14,695)
Net increase (decrease) in cash and cash equivalents	1,288	(8,537)
Cash and cash equivalents at beginning of period	4,990	16,054
Cash and cash equivalents at end of period	$ 6,278	$ 7,517

XML

Consolidated Statements of Equity and Comprehensive Income - USD ($) $ in Thousands	Total	Common units-public [Member]	Accumulated Other Comprehensive Loss [Member]
Balance at Dec. 31, 2022	$ 52,977	$ 36,508	$ 16,469
Balance, Common Units at Dec. 31, 2022		37,937,604
Net loss	(979)	$ (979)
Other comprehensive Income
Unrealized gain on interest rate swap contracts	137		137
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense	(3,055)		(3,055)
Total other comprehensive income (loss)	(2,918)		(2,918)
Comprehensive (loss) income	(3,897)	(979)	(2,918)
Issuance of units related to Bonus Plan	322	$ 322
Issuance of units related to Bonus Plan, Units		15,346
Accretion of preferred membership interests	(601)	$ (601)
Distributions paid	(19,974)	(19,974)
Balance at Mar. 31, 2023	28,827	$ 15,276	13,551
Balance, Common Units at Mar. 31, 2023		37,952,950
Balance at Dec. 31, 2023	3,007	$ (2,392)	5,399
Balance, Common Units at Dec. 31, 2023		37,983,154
Net loss	(17,540)	$ (17,540)
Other comprehensive Income
Unrealized gain on interest rate swap contracts	9,131		9,131
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense	(5,133)		(5,133)
Total other comprehensive income (loss)	3,998		3,998
Comprehensive (loss) income	(13,542)	(17,540)	3,998
Issuance of units related to Bonus Plan	381	$ 381
Issuance of units related to Bonus Plan, Units		17,136
Vesting of equity awards, net of units withheld for taxes	598	$ 598
Vesting of equity awards, net of units withheld for tax, Units		26,904
Accretion of preferred membership interests	(657)	$ (657)
Distributions paid	(20,006)	(20,006)
Balance at Mar. 31, 2024	$ (30,219)	$ (39,616)	$ 9,397
Balance, Common Units at Mar. 31, 2024		38,027,194

XML

Description of Business and Other Disclosures

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Description of Business and Other Disclosures

Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Our business consists of:

•the wholesale distribution of motor fuels;

•the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the sites;

•the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and

•the operation of retail sites, including the sale of convenience merchandise to end customers.

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

Recently Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments starting in our Annual Report on Form 10-K for the year ending December 31, 2024.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes.

Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80% of our motor fuel from four suppliers. Approximately 24% and 23% of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers.

For the three months ended March 31, 2024 and 2023, respectively, approximately 11% and 20% of our rent income was from two multi-site operators.

For the three months ended March 31, 2024 and 2023, respectively, approximately 50% and 47% of our merchandise was purchased from one supplier.

XML

Applegreen Acquisition And Lease Termination

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Applegreen Acquisition And Lease Termination

Note 2. APPLEGREEN ACQUISITION AND LEASE TERMINATION

On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $16.9 million. The transaction closed on a rolling basis by site beginning during the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. The Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other.

Of the 59 locations, 31 locations converted during the first quarter of 2024 and the remaining locations converted in April 2024. This transaction resulted in the transition of these lessee dealer sites to company operated sites.

During the first quarter of 2024, we paid $19.9 million of cash and accrued an additional $1.2 million of cash paid in April 2024. In addition, we recorded a non-cash write-off of deferred rent income of $1.4 million during the first quarter of 2024. We recorded these transactions as follows during the first quarter of 2024 (in thousands):

Cash consideration
Lease termination payments	$	15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration		21,087
Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination	$	15,898

XML

Assets Held for Sale

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract]

Assets Held for Sale

Note 3. ASSETS HELD FOR SALE

We have classified nine sites and two sites as held for sale at March 31, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):

	March 31,			December 31,
	2024			2023
Land	$	3,056		$	240
Buildings and site improvements		3,512			380
Equipment		2,579			418
Total		9,147			1,038
Less accumulated depreciation		(4,506	)		(638	)
Assets held for sale	$	4,641		$	400

The Partnership has continued to focus on divesting lower performing assets. During the three months ended March 31, 2023, we sold one property for $0.4 million in proceeds, resulting in a net gain of $0.1 million.

See Note 5 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale.

XML

Inventory

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventory

Note 4. INVENTORY

Inventory consisted of the following (in thousands):

	March 31,		December 31,
	2024		2023
Merchandise	$	29,808	$	26,081
Motor fuel		28,229		26,263
Inventory	$	58,037	$	52,344

See Notes 2 and 15 for information regarding the Applegreen Acquisition and other conversions of lessee dealer sites to company operated sites, which caused a significant portion of the increase in inventory.

XML

Property and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 5. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):

	March 31,			December 31,
	2024			2023
Land	$	323,494		$	326,571
Buildings and site improvements		362,651			365,528
Leasehold improvements		16,560			16,434
Equipment		358,585			356,160
Construction in progress		5,240			4,462
Property and equipment, at cost		1,066,530			1,069,155
Accumulated depreciation and amortization		(373,802	)		(363,938	)
Property and equipment, net	$	692,728		$	705,217

We recorded impairment charges of $0.3 million and $0.4 million during the three months ended March 31, 2024 and 2023, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort.

XML

Intangible Assets

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Intangible Assets

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):

	March 31, 2024						December 31, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	145,557	$	88,944	$	234,501	$	140,714	$	93,787
Trademarks/licenses		2,118		787		1,331		2,078		761		1,317
Covenant not to compete		200		53		147		200		43		157
Total intangible assets	$	236,819	$	146,397	$	90,422	$	236,779	$	141,518	$	95,261

XML

Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Note 7. DEBT

Our balances for long-term debt and finance lease obligations were as follows (in thousands):

	March 31,		December 31,
	2024		2023
CAPL Credit Facility	$	798,260	$	756,000
Finance lease obligations		10,320		11,064
Total debt and finance lease obligations		808,580		767,064
Current portion		3,133		3,083
Noncurrent portion		805,447		763,981
Deferred financing costs, net		9,692		10,101
Noncurrent portion, net of deferred financing costs	$	795,755	$	753,880

The CAPL Credit Facility is secured by substantially all of the Partnership’s assets.

Letters of credit outstanding totaled $5.3 million and $4.5 million at March 31, 2024 and December 31, 2023, respectively.

Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at March 31, 2024 was 5.1% (our applicable margin was 2.25% as of March 31, 2024). See Note 8 for additional information on our interest rate swap contracts.

The CAPL Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00, and (ii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the CAPL Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5, but such numerator may not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the CAPL Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the CAPL Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00.

On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions.

As of March 31, 2024, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at March 31, 2024, after taking into consideration debt covenant restrictions, was $91.2 million.

In connection with amending the CAPL Credit Facility and terminating the JKM Credit Facility in March 2023, the Partnership wrote off $1.1 million of deferred financing costs in the first quarter of 2023.

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Interest Rate Swap Contracts

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Interest Rate Swap Contracts

Note 8. INTEREST RATE SWAP CONTRACTS

During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands):

Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	150,000	April 1, 2024		0.413	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		50,000	March 30, 2028		3.287	%
Spot starting		100,000	March 31, 2028		3.287	%
Spot starting		50,000	April 8, 2028		3.282	%
Forward starting April 1, 2024		100,000	April 1, 2028		2.932	%
Spot starting		80,000	March 31, 2028		4.105	%
Spot starting		20,000	March 31, 2028		4.121	%

All of our interest rate swap contracts have been designated as cash flow hedges and are expected to be highly effective.

The fair value of each of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets and noncurrent liabilities, as applicable. See Note 12 for additional information on the fair value of the interest rate swap contracts.

We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings (interest expense on our statement of operations) in the same period during which the hedged interest expense is recorded. We recognized a net realized gain from settlements of the interest rate swap contracts of $5.1 million and $3.1 million for the three months ended March 31, 2024 and 2023, respectively.

We currently estimate that a gain of $6.1 million will be reclassified from accumulated other comprehensive income into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

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Operating Leases as Lessor

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Operating Leases as Lessor

Note 9. OPERATING LEASES AS LESSOR

During the first quarter of 2024, we terminated a significant number of operating leases as lessor through our Applegreen Acquisition. See Note 2 for additional information regarding this transaction and the related write-off of deferred rent income.

Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2037. Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties as of March 31, 2024 were as follows (in thousands):

2024	$	29,826
2025		32,495
2026		22,640
2027		12,672
2028		7,899
Thereafter		21,489
Total future minimum lease payments	$	127,021

The future minimum rental payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or non-lease components for amounts that may be received as tenant reimbursements for certain operating costs.

Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $3.3 million and $5.0 million at March 31, 2024 and December 31, 2023, respectively.

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Related-Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions [Abstract]

Related-Party Transactions

Note 10. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $10.7 million and $11.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts receivable from TopStar was $1.0 million and $0.4 million at March 31, 2024 and December 31, 2023, respectively.

We lease real estate from the Topper Group. Rent expense under these lease agreements was $2.5 million for each of the three months ended March 31, 2024 and 2023.

Omnibus Agreement

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $27.8 million and $24.4 million for the three months ended March 31, 2024 and 2023, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $4.8 million and $8.4 million at March 31, 2024 and December 31, 2023, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million to the Topper Group related to its ownership of our common units for the three months ended March 31, 2024 and 2023.

We distributed $2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units for the three months ended March 31, 2024 and 2023.

We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $0.7 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively.

Maintenance and Environmental Costs

Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $1.0 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. Accounts payable to this related party amounted to $0.7 million and $0.3 million at March 31, 2024 and December 31, 2023, respectively.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $4.7 million and $4.9 million for the three months ended March 31, 2024 and 2023, respectively. Amounts payable to this related party amounted to $1.4 million at March 31, 2024 and December 31, 2023.

Vehicle Lease

In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for each of the three months ended March 31, 2024 and 2023.

Principal Executive Offices

We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million for each of the three months ended March 31, 2024 and 2023.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three months ended March 31, 2024 and 2023.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 11. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contractual period, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given period. We did not incur any significant penalties during the three months ended March 31, 2024 or 2023.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Environmental Matters

We currently own or lease sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.

We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions.

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $6.9 million and $7.4 million at March 31, 2024 and December 31, 2023, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $4.7 million and $5.3 million at March 31, 2024 and December 31, 2023, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of, remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims.

Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the consolidated balance sheet of the Partnership.

Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the consolidated balance sheet of the Partnership.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 12. FAIR VALUE MEASUREMENTS

We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2024 or 2023.

As further discussed in Note 8, we remeasure the fair value of interest rate swap contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements.

We have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of March 31, 2024 and December 31, 2023 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of March 31, 2024 and December 31, 2023 due to the frequency with which interest rates are reset and the consistency of the market spread.

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Income Taxes

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 13. INCOME TAXES

As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period.

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates.

We recorded an income tax benefit of $5.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively, as a result of the losses incurred by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax.

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Net Income Per Common Unit

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Income Per Common Unit

Note 14. NET INCOME PER COMMON UNIT

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts):

	Three Months Ended March 31,
	2024			2023
Numerator:
Distributions paid on common units	$	19,941		$	19,974
Allocation of distributions in excess of net income		(38,138	)		(21,554	)
Limited partners’ interest in net loss - basic and diluted		(18,197	)		(1,580	)
Denominator:
Weighted-average common units outstanding - basic		37,994,285			37,940,332
Adjustment for phantom and phantom performance units (a)		—			—
Weighted-average common units outstanding - diluted		37,994,285			37,940,332
Net loss per common unit - basic	$	(0.48	)	$	(0.04	)
Net loss per common unit - diluted	$	(0.48	)	$	(0.04	)
Distributions paid per common unit	$	0.5250		$	0.5250
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250

(a)For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

Distributions

Distribution activity for 2024 is as follows:

Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2023	February 2, 2024	February 9, 2024	$	0.5250	$	19,941
March 31, 2024	May 3, 2024	May 10, 2024		0.5250		19,964

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

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Segment Reporting

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Reporting

Note 15. SEGMENT REPORTING

We conduct our business in two segments: 1) the wholesale segment and 2) the retail segment.

The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers.

The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

During the three months ended March 31, 2024 and 2023, respectively, we converted 53 and eight sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment. The sites converted during the first quarter of 2024 include 31 sites from the Applegreen Acquisition. See Note 2 for additional information.

The following table reflects activity related to our reportable segments (in thousands):

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2024
Revenues from fuel sales to external customers	$	450,579	$	389,852	$	—		$	840,431
Revenues from food and merchandise sales		—		76,432		—			76,432
Rent income		15,979		3,187		—			19,166
Other revenue		920		4,599		—			5,519
Total revenues	$	467,478	$	474,070	$	—		$	941,548
Operating income (loss)	$	18,065	$	11,255	$	(42,365	)	$	(13,045	)
Three Months Ended March 31, 2023
Revenues from fuel sales to external customers	$	521,925	$	402,946	$	—		$	924,871
Revenues from food and merchandise sales		—		65,266		—			65,266
Rent income		17,956		3,364		—			21,320
Other revenue		1,247		3,455		—			4,702
Total revenues	$	541,128	$	475,031	$	—		$	1,016,159
Operating income (loss)	$	21,669	$	14,767	$	(27,326	)	$	9,110

Receivables relating to the revenue streams above are as follows (in thousands):

	March 31,		December 31,
	2024		2023
Receivables from fuel and merchandise sales	$	32,853	$	28,467
Receivables for rent and other lease-related charges		3,255		3,155
Total accounts receivable	$	36,108	$	31,622

Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, although revenue from such shortfalls is not material. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The balance of unamortized costs incurred to obtain certain contracts with customers was $9.4 million and $10.0 million at March 31, 2024 and December 31, 2023, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.5 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively.

Receivables from rent and other lease-related charges are generally collected at the beginning of the month.

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Supplemental Cash Flow Information

3 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Note 16. SUPPLEMENTAL CASH FLOW INFORMATION

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):

	Three Months Ended March 31,
	2024			2023
(Increase) decrease:
Accounts receivable	$	(3,902	)	$	2,220
Accounts receivable from related parties		(584	)		219
Inventories		(1,589	)		(604	)
Other current assets		(423	)		(2,775	)
Other assets		(885	)		574
Increase (decrease):
Accounts payable		2,434			(7,503	)
Accounts payable to related parties		(3,131	)		(2,013	)
Accrued expenses and other current liabilities		987			(297	)
Motor fuel and taxes payable		(1,619	)		(342	)
Other long-term liabilities		1,785			1,061
Changes in operating assets and liabilities, net of acquisitions	$	(6,927	)	$	(9,460	)

The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions and other non-cash activity.

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2024			2023
Cash paid for interest	$	9,925		$	11,875
Cash paid (refunded) for income taxes, net		(17	)		560

Supplemental schedule of non-cash investing and financing activities (in thousands):

	Three Months Ended March 31,
	2024		2023
Accrued capital expenditures	$	1,269	$	2,228
Lease liabilities arising from obtaining right-of-use assets		4,823		2,972
Accretion of preferred membership interests		657		601

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Description of Business and Other Disclosures (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Interim Financial Statement

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments starting in our Annual Report on Form 10-K for the year ending December 31, 2024.

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes.

Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

Concentration Risk

For each of the three months ended March 31, 2024 and 2023, we purchased approximately 80% of our motor fuel from four suppliers. Approximately 24% and 23% of our motor fuel gallons sold for the three months ended March 31, 2024 and 2023, respectively, were delivered by two carriers.

For the three months ended March 31, 2024 and 2023, respectively, approximately 11% and 20% of our rent income was from two multi-site operators.

For the three months ended March 31, 2024 and 2023, respectively, approximately 50% and 47% of our merchandise was purchased from one supplier.

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Applegreen Acquisition And Lease Termination (Tables)

3 Months Ended

Mar. 31, 2024

Business Combinations [Abstract]

Summary of Acquisition and Lease Termination Transactions

We recorded these transactions as follows during the first quarter of 2024 (in thousands):

Cash consideration
Lease termination payments	$	15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration		21,087
Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination	$	15,898

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Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract]

Assets Held for Sale

We have classified nine sites and two sites as held for sale at March 31, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):

	March 31,			December 31,
	2024			2023
Land	$	3,056		$	240
Buildings and site improvements		3,512			380
Equipment		2,579			418
Total		9,147			1,038
Less accumulated depreciation		(4,506	)		(638	)
Assets held for sale	$	4,641		$	400

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Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):

	March 31,		December 31,
	2024		2023
Merchandise	$	29,808	$	26,081
Motor fuel		28,229		26,263
Inventory	$	58,037	$	52,344

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment, net consisted of the following (in thousands):

	March 31,			December 31,
	2024			2023
Land	$	323,494		$	326,571
Buildings and site improvements		362,651			365,528
Leasehold improvements		16,560			16,434
Equipment		358,585			356,160
Construction in progress		5,240			4,462
Property and equipment, at cost		1,066,530			1,069,155
Accumulated depreciation and amortization		(373,802	)		(363,938	)
Property and equipment, net	$	692,728		$	705,217

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Intangible Assets, Net (Excluding Goodwill) [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following (in thousands):

	March 31, 2024						December 31, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	234,501	$	145,557	$	88,944	$	234,501	$	140,714	$	93,787
Trademarks/licenses		2,118		787		1,331		2,078		761		1,317
Covenant not to compete		200		53		147		200		43		157
Total intangible assets	$	236,819	$	146,397	$	90,422	$	236,779	$	141,518	$	95,261

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Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Summary of Balances for Long-term Debt and Finance Lease Obligations

Our balances for long-term debt and finance lease obligations were as follows (in thousands):

	March 31,		December 31,
	2024		2023
CAPL Credit Facility	$	798,260	$	756,000
Finance lease obligations		10,320		11,064
Total debt and finance lease obligations		808,580		767,064
Current portion		3,133		3,083
Noncurrent portion		805,447		763,981
Deferred financing costs, net		9,692		10,101
Noncurrent portion, net of deferred financing costs	$	795,755	$	753,880

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Interest Rate Swap Contracts (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Interest Rate Swap Contracts

During 2024 and through the date of this report, we held the following interest rate swap contracts (in thousands):

Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	150,000	April 1, 2024		0.413	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		50,000	March 30, 2028		3.287	%
Spot starting		100,000	March 31, 2028		3.287	%
Spot starting		50,000	April 8, 2028		3.282	%
Forward starting April 1, 2024		100,000	April 1, 2028		2.932	%
Spot starting		80,000	March 31, 2028		4.105	%
Spot starting		20,000	March 31, 2028		4.121	%

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Operating Leases as Lessor (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases

Future minimum rental payments under non-cancelable operating leases with third parties as of March 31, 2024 were as follows (in thousands):

2024	$	29,826
2025		32,495
2026		22,640
2027		12,672
2028		7,899
Thereafter		21,489
Total future minimum lease payments	$	127,021

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Net Income Per Common Unit (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts):

	Three Months Ended March 31,
	2024			2023
Numerator:
Distributions paid on common units	$	19,941		$	19,974
Allocation of distributions in excess of net income		(38,138	)		(21,554	)
Limited partners’ interest in net loss - basic and diluted		(18,197	)		(1,580	)
Denominator:
Weighted-average common units outstanding - basic		37,994,285			37,940,332
Adjustment for phantom and phantom performance units (a)		—			—
Weighted-average common units outstanding - diluted		37,994,285			37,940,332
Net loss per common unit - basic	$	(0.48	)	$	(0.04	)
Net loss per common unit - diluted	$	(0.48	)	$	(0.04	)
Distributions paid per common unit	$	0.5250		$	0.5250
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250

(a)For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

Distributions Made to Limited Partner, by Distribution

Distribution activity for 2024 is as follows:

Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2023	February 2, 2024	February 9, 2024	$	0.5250	$	19,941
March 31, 2024	May 3, 2024	May 10, 2024		0.5250		19,964

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Reportable Segments

The following table reflects activity related to our reportable segments (in thousands):

	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended March 31, 2024
Revenues from fuel sales to external customers	$	450,579	$	389,852	$	—		$	840,431
Revenues from food and merchandise sales		—		76,432		—			76,432
Rent income		15,979		3,187		—			19,166
Other revenue		920		4,599		—			5,519
Total revenues	$	467,478	$	474,070	$	—		$	941,548
Operating income (loss)	$	18,065	$	11,255	$	(42,365	)	$	(13,045	)
Three Months Ended March 31, 2023
Revenues from fuel sales to external customers	$	521,925	$	402,946	$	—		$	924,871
Revenues from food and merchandise sales		—		65,266		—			65,266
Rent income		17,956		3,364		—			21,320
Other revenue		1,247		3,455		—			4,702
Total revenues	$	541,128	$	475,031	$	—		$	1,016,159
Operating income (loss)	$	21,669	$	14,767	$	(27,326	)	$	9,110

Summary of Receivables Relating to Revenue Streams

Receivables relating to the revenue streams above are as follows (in thousands):

	March 31,		December 31,
	2024		2023
Receivables from fuel and merchandise sales	$	32,853	$	28,467
Receivables for rent and other lease-related charges		3,255		3,155
Total accounts receivable	$	36,108	$	31,622

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2024

Schedule Of Supplemental Cash Flow [Line Items]

Cash Flow, Operating Capital

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):

	Three Months Ended March 31,
	2024			2023
(Increase) decrease:
Accounts receivable	$	(3,902	)	$	2,220
Accounts receivable from related parties		(584	)		219
Inventories		(1,589	)		(604	)
Other current assets		(423	)		(2,775	)
Other assets		(885	)		574
Increase (decrease):
Accounts payable		2,434			(7,503	)
Accounts payable to related parties		(3,131	)		(2,013	)
Accrued expenses and other current liabilities		987			(297	)
Motor fuel and taxes payable		(1,619	)		(342	)
Other long-term liabilities		1,785			1,061
Changes in operating assets and liabilities, net of acquisitions	$	(6,927	)	$	(9,460	)

Schedule of Supplemental Cash Flow Information

Supplemental disclosure of cash flow information (in thousands):

	Three Months Ended March 31,
	2024			2023
Cash paid for interest	$	9,925		$	11,875
Cash paid (refunded) for income taxes, net		(17	)		560

Non-cash Activities

Schedule Of Supplemental Cash Flow [Line Items]

Schedule of Supplemental Cash Flow Information

Supplemental schedule of non-cash investing and financing activities (in thousands):

	Three Months Ended March 31,
	2024		2023
Accrued capital expenditures	$	1,269	$	2,228
Lease liabilities arising from obtaining right-of-use assets		4,823		2,972
Accretion of preferred membership interests		657		601

XML

Description of Business and Other Disclosures - Additional Information (Details)	3 Months Ended
	Mar. 31, 2024 Carriers Supplier Operators	Mar. 31, 2023 Supplier
Motor Fuel Gallons [Member]
Concentration Risk [Line Items]
Percentage of product sold, delivered by two carrier	24.00%	23.00%
Number of motor fuel carriers | Carriers	2
Rental Income [Member] | Revenue Benchmark | Multi Site Operator [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	11.00%	20.00%
Number of multi-site operators | Operators	2
Supplier Concentration Risk [Member] | Purchases Net [Member] | Four Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	80.00%	80.00%
Number of motor fuel suppliers	4	4
Supplier Concentration Risk [Member] | Purchases Net [Member] | Supplier [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	50.00%	47.00%
Number of Supplier	1

XML

Applegreen Acquisition And Lease Termination - Additional Information (Details) - Applegreen Acquisition [Member] - Applegreen Purchase Agreement [Member] $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 26, 2024 USD ($) Location	Apr. 30, 2024 USD ($)	Mar. 31, 2024 USD ($) Location
Business Acquisition [Line Items]
Aggregate purchase price			$ 19,904
Total consideration	$ 16,900		$ 21,087
Number of locations | Location	59		59
Option to extend, description			The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options.
Number of converted locations | Location			31
Payments to accrued additional lease			$ 1,183
Non-cash write-off of deferred rent income			$ 1,445
Subsequent Event [Member]
Business Acquisition [Line Items]
Payments to accrued additional lease		$ 1,200

XML

Applegreen Acquisition And Lease Termination - Summary of Summary of Acquisition and Lease Termination Transactions (Details) - Applegreen Acquisition [Member] - Applegreen Purchase Agreement [Member] - USD ($) $ in Thousands		3 Months Ended
	Jan. 26, 2024	Mar. 31, 2024
Business Acquisition [Line Items]
Lease termination payments		$ 15,800
Inventory purchases		4,104
Total cash paid		19,904
Accrued lease termination payments paid in April 2024		1,183
Total consideration	$ 16,900	21,087
Inventory		4,104
Equipment		1,550
Other assets		980
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,445
Total loss on lease termination		$ 15,898

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Assets Held for Sale - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($) Property	Mar. 31, 2024 Store	Dec. 31, 2023 Store
Long Lived Assets Held-for-sale [Line Items]
Number of properties sold | Property	1
Proceeds from sale of properties	$ 0.4
Gain on sale of properties	$ 0.1
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Number of Stores | Store		9	2

XML

Assets Held for Sale - Schedule of Assets Held for Sale (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 1,066,530	$ 1,069,155
Less accumulated depreciation	(373,802)	(363,938)
Assets held for sale	692,728	705,217
Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	323,494	326,571
Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	362,651	365,528
Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	358,585	356,160
Assets Held-for-sale [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	9,147	1,038
Less accumulated depreciation	(4,506)	(638)
Assets held for sale	4,641	400
Assets Held-for-sale [Member] | Land [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	3,056	240
Assets Held-for-sale [Member] | Buildings and Site Improvements [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	3,512	380
Assets Held-for-sale [Member] | Equipment [Member]
Long Lived Assets Held-for-sale [Line Items]
Property and equipment, gross	$ 2,579	$ 418

XML

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Merchandise	$ 29,808	$ 26,081
Motor fuel	28,229	26,263
Inventories	$ 58,037	$ 52,344

XML

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 1,066,530	$ 1,069,155
Less accumulated depreciation	(373,802)	(363,938)
Assets held for sale	692,728	705,217
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	323,494	326,571
Buildings and Site Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	362,651	365,528
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	16,560	16,434
Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	358,585	356,160
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, at cost	$ 5,240	$ 4,462

XML

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Depreciation, Amortization and Accretion Expenses [Member]
Property Plant And Equipment [Line Items]
Impairment charges. Property, Plant, and Equipment	$ 0.3	$ 0.4

XML

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 236,819	$ 236,779
Finite-Lived Intangible Assets, Accumulated Amortization	146,397	141,518
Intangible assets, net	90,422	95,261
Wholesale Fuel Supply Contracts/Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	234,501	234,501
Finite-Lived Intangible Assets, Accumulated Amortization	145,557	140,714
Intangible assets, net	88,944	93,787
Trademarks/Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	2,118	2,078
Finite-Lived Intangible Assets, Accumulated Amortization	787	761
Intangible assets, net	1,331	1,317
Covenant Not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	200	200
Finite-Lived Intangible Assets, Accumulated Amortization	53	43
Intangible assets, net	$ 147	$ 157

XML

Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 99,409
Ending Balance	$ 99,409

XML

Debt - Summary of Balances for Long-term Debt and Finance Lease Obligations (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Finance lease obligations	$ 10,320	$ 11,064
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Total debt and finance lease obligations	Total debt and finance lease obligations
Total debt and finance lease obligations	$ 808,580	$ 767,064
Current portion	3,133	3,083
Noncurrent portion	805,447	763,981
Deferred financing costs, net	9,692	10,101
Noncurrent portion, net of deferred financing costs	795,755	753,880
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility	$ 798,260	$ 756,000

XML

Debt - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Debt Instrument [Line Items]
Deferred financing costs						$ 1.1
Line of credit facility, maximum borrowing capacity				$ 91.2
CAPL Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio, threshold				0.50%
Line of credit facility financial covenants combined interest charge coverage ratio				2.50%
Letters of credit outstanding, amount				$ 5.3	$ 4.5
CAPL Credit Facility [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end				5.10%
Debt instrument, basis spread on variable rate				2.25%
CAPL Credit Facility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				5.00%
Line of credit facility financial covenants combined leverage ratio, threshold				5.25%
CAPL Credit Facility [Member] | Maximum [Member] | Scenario Forecast [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio	4.75%	5.00%	5.00%
CAPL Credit Facility [Member] | Maximum [Member] | Upon Issuance of Qualified Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				5.25%
Line of credit facility financial covenants combined leverage ratio, threshold				5.50%
CAPL Credit Facility [Member] | Maximum [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				3.75%
Line of credit facility financial covenants combined leverage ratio, threshold				4.00%
CAPL Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				1.00%
Line of credit facility financial covenants combined leverage ratio, threshold				1.00%
CAPL Credit Facility [Member] | Minimum [Member] | Scenario Forecast [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio	1.00%	1.00%	1.00%
CAPL Credit Facility [Member] | Minimum [Member] | Upon Issuance of Qualified Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				1.00%
Line of credit facility financial covenants combined leverage ratio, threshold				1.00%
CAPL Credit Facility [Member] | Minimum [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Line of credit facility financial covenants combined leverage ratio				1.00%
Line of credit facility financial covenants combined leverage ratio, threshold				1.00%

XML

Interest Rate Swap Contracts - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments Gain Loss [Line Items]
Estimated gain to be reclassified from accumulated other comprehensive income into interest expense	$ 6.1
Estimated period for transfer of gain to be reclassified from accumulated other comprehensive income into interest expense	12 months
Interest Rate Swap [Member]
Derivative Instruments Gain Loss [Line Items]
Net realized gain (loss)	$ 5.1	$ 3.1

XML

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Interest Rate Swap Contracts One [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 150,000
Fixed rate	0.413%
Termination date	Apr. 01, 2024
Interest Rate Swap Contracts Two [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 75,000
Fixed rate	0.298%
Termination date	Apr. 01, 2024
Interest Rate Swap Contracts Three [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 75,000
Fixed rate	0.298%
Termination date	Apr. 01, 2024
Interest Rate Swap Contracts Four [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 50,000
Fixed rate	3.287%
Termination date	Mar. 30, 2028
Interest Rate Swap Contracts Five [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 100,000
Fixed rate	3.287%
Termination date	Mar. 31, 2028
Interest Rate Swap Contracts Six [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 50,000
Fixed rate	3.282%
Termination date	Apr. 08, 2028
Interest Rate Swap Contracts Seven [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Forward starting April 1, 2024
Notional amount	$ 100,000
Fixed rate	2.932%
Termination date	Apr. 01, 2028
Interest Rate Swap Contracts Eight [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 80,000
Fixed rate	4.105%
Termination date	Mar. 31, 2028
Interest Rate Swap Contracts Nine [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Swap Type	Spot starting
Notional amount	$ 20,000
Fixed rate	4.121%
Termination date	Mar. 31, 2028

XML

Interest Rate Swap Contracts - Summary of Interest Rate Swap Contracts (Parentetical) (Details)	3 Months Ended
	Mar. 31, 2024
Interest Rate Swap Contracts Seven [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative Contract Starting Date	Apr. 01, 2024

XML

Operating Leases as Lessor - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Lessor operating lease term of expiration	through 2037
Deferred rent income under lease agreement	$ 3.3	$ 5.0

XML

Operating Leases as Lessor - Schedule of Future Minimum Rental Payments Under Non-Cancelable Operating Leases (Details) - Non-Related Third Party [Member] $ in Thousands	Mar. 31, 2024 USD ($)
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract]
2024	$ 29,826
2025	32,495
2026	22,640
2027	12,672
2028	7,899
Thereafter	21,489
Total future minimum lease payments	$ 127,021

XML

Related-Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Operating Income (Loss)	Operating Income (Loss)
Rental income	$ 19,166	$ 21,320
Accounts receivable	35,087		$ 31,185
Accretion of preferred membership interests	657	601
Accounts payable to related parties	71,490		68,986
Cost of services	860,200	934,100
Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Cost and expenses incurred	27,800	24,400
Topper And Entities [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	1,400		1,400
Cost of services	1,000	700
Topper Group [Member]
Related Party Transaction [Line Items]
Dividends cash	$ 7,700	$ 7,700
Lease expenses	insignificant	insignificant
Topper Group [Member] | Omnibus Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable to related parties	$ 4,800		8,400
John B. Reilly, III [Member]
Related Party Transaction [Line Items]
Dividends cash	2,600	$ 2,600
Topper And Entities [Member]
Related Party Transaction [Line Items]
Rental income	10,700	11,700
Accounts receivable	1,000		400
Rent expense	2,500	2,500
Accounts payable to related parties	700		$ 300
Merchandise costs	4,700	4,900
CST Brands Inc. [Member]
Related Party Transaction [Line Items]
Rent expense	$ 300	$ 300

XML

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Commitments And Contingencies Disclosure [Abstract]
Environmental liabilities	$ 6.9	$ 7.4
Indemnification assets related to third party escrow funds, state funds or insurance	$ 4.7	$ 5.3

XML

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Loss Carryforwards [Line Items]
Income tax holiday, description	As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period.
Income tax benefit	$ 5,797	$ 1,662
Maximum [Member]
Operating Loss Carryforwards [Line Items]
Limited partnership percentage of non qualifying income to gross income	10.00%

XML

Net Income Per Common Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Numerator:
Distributions paid on common units		$ 19,941	$ 19,974
Allocation of distributions in excess of net income		(38,138)	(21,554)
Net loss available to limited partners		$ (18,197)	$ (1,580)
Denominator:
Weighted-average common units outstanding - basic		37,994,285	37,940,332
Adjustment for phantom and phantom performance units	[1]	0	0
Weighted-average common units outstanding - diluted		37,994,285	37,940,332
Net loss per common unit - basic		$ (0.48)	$ (0.04)
Net loss per common unit - diluted		(0.48)	(0.04)
Distributions paid per common unit		0.525	0.525
Distributions declared (with respect to each respective period) per common unit		$ 0.525	$ 0.525

[1] For the three months ended March 31, 2024, 133,341 potentially dilutive units related to the phantom units and phantom performance units and 1,230,559 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive. For the three months ended March 31, 2023, 168,695 potentially dilutive units related to the phantom units and phantom performance units and 1,125,769 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

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Net Income Per Common Unit - Reconciliation of Net Income and Weighted-Average Units Used in Computing Basic and Diluted Net Income Per Common Unit (Parenthetical) (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,230,559	1,125,769
Phantom units [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	133,341	168,695

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Net Income Per Common Unit - Distributions Made to Limited Partner, by Distribution (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Partnership Distributions [Abstract]
Record Date	May 03, 2024	Feb. 02, 2024
Payment Date	May 10, 2024	Feb. 09, 2024
Cash Distribution (per unit)	$ 0.525	$ 0.525
Cash Distribution (in thousands)	$ 19,964	$ 19,941

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Segment Reporting - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($) Location Segment Site	Mar. 31, 2023 USD ($) Site	Dec. 31, 2023 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment	2
Number of converted operated sites to dealer operated sites | Site	53	8
Contract costs, unamortized balance	$ 9.4		$ 10.0
Contract costs, amortization against operating revenues	$ 0.5	$ 0.4
Applegreen Acquisition [Member]
Segment Reporting Information [Line Items]
Number of closed location | Location	31

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Segment Reporting - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenues	$ 941,548	$ 1,016,159
Rental income	19,166	21,320
Operating income (loss)	(13,045)	9,110
Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	840,431	924,871
Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	76,432	65,266
Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	5,519	4,702
Unallocated [Member]
Segment Reporting Information [Line Items]
Operating income (loss)	(42,365)	(27,326)
Wholesale | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	467,478	541,128
Rental income	15,979	17,956
Operating income (loss)	18,065	21,669
Wholesale | Operating Segments [Member] | Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	450,579	521,925
Wholesale | Operating Segments [Member] | Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	920	1,247
Retail [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total revenues	474,070	475,031
Rental income	3,187	3,364
Operating income (loss)	11,255	14,767
Retail [Member] | Operating Segments [Member] | Fuel Sales to External Customers [Member]
Segment Reporting Information [Line Items]
Total revenues	389,852	402,946
Retail [Member] | Operating Segments [Member] | Food and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total revenues	76,432	65,266
Retail [Member] | Operating Segments [Member] | Other Revenue [Member]
Segment Reporting Information [Line Items]
Total revenues	$ 4,599	$ 3,455

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Segment Reporting - Summary of Receivables Relating to Revenue Streams (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total accounts receivable	$ 36,108	$ 31,622
Receivables from Fuel and Merchandise Sales [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	32,853	28,467
Receivables for Rent and Other Lease-related Charges [Member]
Segment Reporting Information [Line Items]
Total accounts receivable	$ 3,255	$ 3,155

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Supplemental Cash Flow Information - Changes in Operating Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
(Increase) decrease:
Accounts receivable	$ (3,902)	$ 2,220
Accounts receivable from related parties	(584)	219
Inventories	(1,589)	(604)
Other current assets	(423)	(2,775)
Other assets	(885)	574
Increase (decrease):
Accounts payable	2,434	(7,503)
Accounts payable to related parties	(3,131)	(2,013)
Accrued expenses and other current liabilities	987	(297)
Motor fuel and taxes payable	(1,619)	(342)
Other long-term liabilities	1,785	1,061
Changes in operating assets and liabilities, net of acquisitions	$ (6,927)	$ (9,460)

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Supplemental Cash Flow Information - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 9,925	$ 11,875
Cash paid (refunded) for income taxes, net	$ (17)	$ 560

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Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule Of Supplemental Cash Flow [Line Items]
Accrued capital expenditures	$ 1,269	$ 2,228
Lease liabilities arising from obtaining right-of-use assets	4,823	2,972
Accretion of preferred membership interests	$ 657	$ 601