8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2023

CrossAmerica Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-35711	45-4165414
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

645 Hamilton Street, Suite 400 Allentown, PA	18101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 625-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.☐

Item 2.02 Results of Operations and Financial Condition.

On November 7, 2023, CrossAmerica Partners LP (“CrossAmerica” or the “Partnership”) issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

Furnished herewith as Exhibit 99.2 are slides that senior management of CrossAmerica will utilize in CrossAmerica’s third quarter 2023 earnings call. The slides are available on the Webcasts & Presentations page of CrossAmerica’s website at www.crossamericapartners.com.

The information in Item 2.02, Item 7.01 and Exhibits 99.1 and 99.2 of Item 9.01 of this report, according to general instruction B.2., shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. By furnishing this information, the Partnership makes no admission as to the materiality of such information that the Partnership chooses to disclose solely because of Regulation FD.

Safe Harbor Statement

Statements contained in the exhibits to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. It is important to note that the Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 and in subsequent filings that the Partnership has filed with the Securities and Exchange Commission (the “SEC”). The Partnership undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Partnership may do so from time to time as management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 7, 2023 regarding CrossAmerica's earnings
99.2	Investor Presentation Slides of CrossAmerica
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

CrossAmerica Partners LP
By:	CrossAmerica GP LLC
	its general partner
By:	/s/ Keenan D. Lynch
	Name:	Keenan D. Lynch
	Title:	General Counsel and Chief Administrative Officer

Dated: November 7, 2023

EX-99.1

Exhibit 99.1

 

CrossAmerica Partners LP Reports Third Quarter 2023 Results

-Reported Third Quarter 2023 Net Income of $12.3 million, Adjusted EBITDA of $44.2 million and Distributable Cash Flow of $31.4 million compared to Third Quarter 2022 Net Income of $27.6 million, Adjusted EBITDA of $62.2 million and Distributable Cash Flow of $50.9 million

-Reported Third Quarter 2023 Gross Profit for the Wholesale Segment of $32.9 million compared to $34.1 million of Gross Profit for the Third Quarter 2022 and Third Quarter 2023 Gross Profit for the Retail Segment of $67.6 million compared to $80.6 million of Gross Profit for the Third Quarter 2022

-Third Quarter 2023 Wholesale Segment gallons distributed increased 2% and Retail Segment same store gallons sold increased 2%

-Retail Segment same store merchandise sales, excluding cigarettes, increased to $53.3 million from $49.1 million and merchandise gross profit increased 23% to $25.4 million for the Third Quarter 2023 when compared to the Third Quarter 2022. Merchandise gross profit percentage was 28.7% for the Third Quarter 2023 compared to the Third Quarter 2022 merchandise gross profit percentage of 27.1%

-Leverage, as defined in the CAPL Credit Facility, was 4.35 times as of September 30, 2023

-The Distribution Coverage Ratio was 1.57 times for the three months ended September 30, 2023 and 1.43 times for the trailing twelve months ended September 30, 2023

-The Board of Directors of CrossAmerica's General Partner declared a quarterly distribution of $0.5250 per limited partner unit attributable to the Third Quarter 2023

Allentown, PA November 7, 2023 – CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the third quarter ended September 30, 2023.

“CrossAmerica had another excellent quarter with continued strong operating results in fuel margins, fuel volume and store merchandise sales and margin,” said Charles Nifong, President and CEO of CrossAmerica. “While retail fuel margins were down from the extraordinary quarter last year, the overall business still performed well for the current quarter. With our strong balance sheet and solid distribution coverage, the business is well positioned for the future.”

Non-GAAP Measures and Same Store Metrics

Non-GAAP measures used in this release include EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. These Non-GAAP measures are further described and reconciled to their most directly comparable GAAP measures in the Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release.

1

Same store fuel volume and same store merchandise sales include aggregated individual store results for all stores that had fuel volume or merchandise sales in all months for both periods within the same segment. Same store merchandise sales excludes branded food sales and other revenues such as lottery commissions and car wash sales.

Third Quarter Results

Consolidated Results

Key Operating Metrics	Q3 2023	Q3 2022
Net Income	$12.3M	$27.6M
Adjusted EBITDA	$44.2M	$62.2M
Distributable Cash Flow	$31.4M	$50.9M
Distribution Coverage Ratio: Current Quarter	1.57x	2.55x
Distribution Coverage Ratio: Trailing Twelve Months	1.43x	1.74x

CrossAmerica reported declines in Net Income and Adjusted EBITDA for the third quarter 2023 compared to the exceptionally strong results of the third quarter 2022. For the third quarter 2023, the decrease in Net Income and Adjusted EBITDA was primarily driven by declines in gross profit in both the wholesale and retail segments, as the partnership experienced extraordinary motor fuel margins in the third quarter 2022. The year-over-year decline in Distributable Cash Flow was primarily driven by the decline in Adjusted EBITDA noted above in addition to a $2.2 million increase in interest expense for the quarter when compared to the third quarter of 2022.

Wholesale Segment

Key Operating Metrics	Q3 2023	Q3 2022
Wholesale segment gross profit	$32.9M	$34.1M
Wholesale motor fuel gallons distributed	217.3M	212.7M
Average wholesale gross profit per gallon	$0.086	$0.092

During the third quarter 2023, CrossAmerica’s wholesale segment gross profit declined 4% compared to the third quarter 2022. This was primarily driven by a decrease in motor fuel gross profit, which was driven by a 7% decrease in fuel margin per gallon, partially offset by a 2% increase in wholesale volume distributed. The decrease in fuel margin per gallon was primarily attributable to lower fuel margin on variably priced wholesale contracts during the quarter relative to last year and to the lower cost of fuel and a corresponding decline in CrossAmerica's fuel purchase terms discounts on certain gallons during the third quarter of 2023 compared to the prior year. This was partially offset by better sourcing costs as a result of brand consolidation and other initiatives. The fuel margin per gallon of $0.086 for the third quarter 2023 compared favorably to both the first and second quarters 2023 ($0.083 and $0.082 per gallon, respectively). The increase in wholesale fuel volume was driven primarily by the Community Service Stations, Inc. assets acquired during the fourth quarter 2022, partially offset by the net loss of independent dealer contracts and the conversion of certain lessee dealer sites to company operated sites.

Retail Segment

Key Operating Metrics	Q3 2023	Q3 2022
Retail segment gross profit	$67.6M	$80.6M
Retail segment motor fuel gallons distributed	132.2M	126.7M
Same store motor fuel gallons distributed	121.8M	119.6M
Retail segment motor fuel gross profit	$36.2M	$54.5M
Retail segment margin per gallon, before deducting credit card fees and commissions	$0.372	$0.534
Same store merchandise sales excluding cigarettes*	$53.3M	$49.1M

2

Merchandise gross profit*	$25.4M	$20.6M
Merchandise gross profit percentage*	28.7%	27.1%

*Includes only company operated retail sites

For the third quarter 2023, the retail segment generated a 16% decrease in gross profit compared to the third quarter 2022. The decline for the third quarter 2023 was due to a decrease in motor fuel gross profit, partially offset by an increase in merchandise gross profit.

The retail segment sold 132.2 million retail fuel gallons during the third quarter 2023, which was an increase of 4% when compared to the third quarter 2022. Retail segment fuel gallons increased during the third quarter of 2023 compared to the prior year due to the conversion of certain lessee dealer sites to company operated sites and higher same store gallon performance relative to the prior year. Same store retail segment fuel volume for the third quarter 2023 increased 2% from 119.6 million gallons during the third quarter 2022 to 121.8 million gallons. While the fuel margin per gallon of $0.372 for the third quarter 2023 declined year-over-year due to the steep drop in crude oil prices during the third quarter 2022, it compared favorably to both the first and second quarters 2023 ($0.318 and $0.370 per gallon, respectively).

For the third quarter 2023, CrossAmerica’s merchandise gross profit and other revenue increased 24% when compared to the third quarter 2022, due to an increase in overall store sales as a result of an increase in the company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites and an increase in both merchandise gross profit percentage and same store sales. Same store merchandise sales, excluding cigarettes, increased 9% for the third quarter 2023 when compared to the third quarter 2022. The merchandise gross profit percentage increased to 28.7% for the third quarter 2023 from 27.1% for the third quarter 2022, primarily due to improved merchandise gross margins and merchandise sales shifting towards higher margin products.

Divestment Activity

During the three months ended September 30, 2023, CrossAmerica sold one property for $0.1 million in proceeds, resulting in a net gain of an insignificant amount. For the nine months ended September 30, 2023, CrossAmerica sold eight properties for $8.3 million in proceeds, resulting in a net gain of $6.3 million.

Liquidity and Capital Resources

As of September 30, 2023, CrossAmerica had $762.5 million outstanding under its CAPL Credit Facility. As of November 2, 2023, after taking into consideration debt covenant restrictions, approximately $170.6 million was available for future borrowings under the CAPL Credit Facility. Taking the interest rate swap contracts the Partnership currently has in place into account, CrossAmerica’s effective interest rate on the CAPL Credit Facility at September 30, 2023 was 4.9%. Leverage, as defined in the CAPL Credit Facility, was 4.35 times as of September 30, 2023. As of September 30, 2023, CrossAmerica was in compliance with its financial covenants under the credit facility.

Distributions

On October 23, 2023, the Board of the Directors of CrossAmerica’s General Partner (“Board”) declared a quarterly distribution of $0.5250 per limited partner unit attributable to the third quarter 2023. As previously announced, the distribution will be paid on November 10, 2023 to all unitholders of record as of November 3, 2023. The amount and timing of any future distributions is subject to the discretion of the Board as provided in CrossAmerica’s Partnership Agreement.

3

Conference Call

The Partnership will host a conference call on November 8, 2023 at 9:00 a.m. Eastern Time to discuss third quarter 2023 earnings results. The conference call numbers are 888-886-7786 or 416-764-8658 and the passcode for both is 83482565. A live audio webcast of the conference call and the related earnings materials, including reconciliations of any non-GAAP financial measures to GAAP financial measures and any other applicable disclosures, will be available on that same day on the investor section of the CrossAmerica website (www.crossamericapartners.com). To listen to the audio webcast, go to https://caplp.gcs-web.com/webcasts-presentations. After the live conference call, an archive of the webcast will be available on the investor section of the CrossAmerica site at https://caplp.gcs-web.com/webcasts-presentations within 24 hours after the call for a period of sixty days.

4

CROSSAMERICA PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, except unit data)

	September 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	5,790	$	16,054
Accounts receivable, net of allowances of $718 and $686, respectively		38,735		30,825
Accounts receivable from related parties		445		743
Inventory		53,609		47,307
Assets held for sale		1,135		983
Current portion of interest rate swap contracts		12,691		13,827
Other current assets		10,856		8,667
Total current assets		123,261		118,406
Property and equipment, net		706,409		728,379
Right-of-use assets, net		153,246		164,942
Intangible assets, net		98,618		113,919
Goodwill		99,409		99,409
Interest rate swap contracts, less current portion		9,301		3,401
Other assets		26,983		26,142
Total assets	$	1,217,227	$	1,254,598
LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations	$	3,034	$	11,151
Current portion of operating lease obligations		35,085		35,345
Accounts payable		80,216		77,048
Accounts payable to related parties		10,098		7,798
Accrued expenses and other current liabilities		27,577		23,144
Motor fuel and sales taxes payable		21,187		20,813
Total current liabilities		177,197		175,299
Debt and finance lease obligations, less current portion		760,688		761,638
Operating lease obligations, less current portion		123,491		135,220
Deferred tax liabilities, net		11,733		10,588
Asset retirement obligations		47,506		46,431
Other long-term liabilities		47,299		46,289
Total liabilities		1,167,914		1,175,465
Commitments and contingencies
Preferred membership interests		27,101		26,156
Equity:
Common units— 37,970,720 and 37,937,604 units issued and    outstanding at September 30, 2023 and December 31, 2022, respectively		1,233		36,508
Accumulated other comprehensive income		20,979		16,469
Total equity		22,212		52,977
Total liabilities and equity	$	1,217,227	$	1,254,598

5

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, Except Unit and Per Unit Amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating revenues (a)	$	1,210,023		$	1,274,407		$	3,371,578		$	3,842,651
Costs of sales (b)		1,109,583			1,159,677			3,091,355			3,560,146
Gross profit		100,440			114,730			280,223			282,505
Operating expenses:
Operating expenses (c)		50,609			46,845			146,030			131,170
General and administrative expenses		6,877			6,599			20,091			18,762
Depreciation, amortization and accretion expense		19,096			21,329			58,214			61,523
Total operating expenses		76,582			74,773			224,335			211,455
Gain (loss) on dispositions and lease terminations, net		287			(318	)		5,220			(620	)
Operating income		24,145			39,639			61,108			70,430
Other income, net		174			120			598			352
Interest expense		(10,559	)		(8,351	)		(33,254	)		(22,333	)
Income before income taxes		13,760			31,408			28,452			48,449
Income tax expense		1,468			3,815			2,603			1,843
Net income		12,292			27,593			25,849			46,606
Accretion of preferred membership interests		629			575			1,845			1,138
Net income available to limited partners	$	11,663		$	27,018		$	24,004		$	45,468
Earnings per common unit
Basic	$	0.31		$	0.71		$	0.63		$	1.20
Diluted	$	0.31		$	0.71		$	0.63		$	1.20
Weighted-average common units:
Basic		37,966,474			37,925,082			37,953,348			37,912,737
Diluted		38,139,258			39,037,660			38,126,392			37,950,362
Supplemental information:
(a) includes excise taxes of:	$	76,991		$	66,129		$	223,066		$	204,588
(a) includes rent income of:		20,137			21,260			61,980			62,736
(b) excludes depreciation, amortization and accretion
(b) includes rent expense of:		5,679			5,906			16,891			17,692
(c) includes rent expense of:		3,957			4,012			11,666			11,521

6

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net income	$	25,849		$	46,606
Adjustments to reconcile net income (loss) to net cash provided by    operating activities:
Depreciation, amortization and accretion expense		58,214			61,523
Amortization of deferred financing costs		2,806			2,053
Credit loss expense		37			139
Deferred income tax expense (benefit)		1,145			(677	)
Equity-based employee and director compensation expense		2,084			1,608
(Gain) loss on dispositions and lease terminations, net		(5,220	)		620
Changes in operating assets and liabilities, net of acquisitions		(5,926	)		14,588
Net cash provided by operating activities		78,989			126,460
Cash flows from investing activities:
Principal payments received on notes receivable		162			102
Proceeds from sale of assets		4,983			4,398
Capital expenditures		(21,680	)		(26,784	)
Cash paid in connection with acquisitions, net of cash acquired		—			(1,885	)
Net cash used in investing activities		(16,535	)		(24,169	)
Cash flows from financing activities:
Borrowings under revolving credit facilities		221,900			64,600
Repayments on revolving credit facilities		(65,537	)		(101,815	)
Borrowings under the Term Loan Facility		—			1,120
Repayments on the Term Loan Facility		(158,980	)		(24,600	)
Net proceeds from issuance of preferred membership interests		—			24,430
Payments of finance lease obligations		(2,150	)		(2,030	)
Payments of deferred financing costs		(7,106	)		(6	)
Distributions paid on distribution equivalent rights		(168	)		(137	)
Income tax distributions paid on preferred membership interests		(900	)		—
Distributions paid on common units		(59,777	)		(59,713	)
Net cash used in financing activities		(72,718	)		(98,151	)
Net (decrease) increase in cash and cash equivalents		(10,264	)		4,140
Cash and cash equivalents at beginning of period		16,054			7,648
Cash and cash equivalents at end of period	$	5,790		$	11,788

7

Segment Results

Wholesale

The following table highlights the results of operations and certain operating metrics of the Wholesale segment (thousands of dollars, except for the number of distribution sites and per gallon amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Gross profit:
Motor fuel gross profit	$	18,786		$	19,501		$	53,427		$	54,719
Rent gross profit		12,424			12,959			38,281			37,944
Other revenues		1,642			1,657			4,053			5,250
Total gross profit		32,852			34,117			95,761			97,913
Operating expenses		(9,471	)		(10,071	)		(28,936	)		(28,116	)
Operating income	$	23,381		$	24,046		$	66,825		$	69,797
Motor fuel distribution sites (end of period): (a)
Independent dealers (b)		636			623			636			623
Lessee dealers (c)		582			641			582			641
Total motor fuel distribution sites		1,218			1,264			1,218			1,264
Average motor fuel distribution sites		1,222			1,273			1,243			1,288
Volume of gallons distributed		217,348			212,657			637,340			630,985
Margin per gallon	$	0.086		$	0.092		$	0.084		$	0.087

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

(b) The increase in the independent dealer site count was primarily attributable to the acquisition of assets from Community Service Stations, Inc. and the ongoing real estate rationalization effort, partially offset by the net loss of contracts.

(c) The decrease in the lessee dealer site count was primarily attributable to the conversion of certain lessee dealer sites to company operated sites, largely in the second quarter of 2023, and CrossAmerica's real estate rationalization effort.

8

Retail

The following table highlights the results of operations and certain operating metrics of the Retail segment (in thousands, except for the number of retail sites):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Gross profit:
Motor fuel	$	36,226		$	54,476		$	98,723		$	110,621
Merchandise		25,427			20,649			67,782			57,496
Rent		2,034			2,395			6,808			7,100
Other revenue		3,901			3,093			11,149			9,375
Total gross profit		67,588			80,613			184,462			184,592
Operating expenses		(41,138	)		(36,774	)		(117,094	)		(103,054	)
Operating income	$	26,450		$	43,839		$	67,368		$	81,538
Retail sites (end of period):
Company operated retail sites (a)		293			252			293			252
Commission agents (b)		189			198			189			198
Total system sites at the end of the period		482			450			482			450
Total retail segment statistics:
Volume of gallons sold		132,160			126,669			382,049			371,524
Same store total system gallons sold(c)		121,782			119,559			347,800			342,758
Average retail fuel sites		482			451			472			452
Margin per gallon, before deducting credit card fees and    commissions	$	0.372		$	0.534		$	0.354		$	0.400
Company operated site statistics:
Average retail fuel sites		293			253			279			253
Same store fuel volume(c)		81,042			80,387			227,985			227,964
Margin per gallon, before deducting credit card fees	$	0.394		$	0.596		$	0.378		$	0.427
Same store merchandise sales(c)	$	76,333		$	73,060		$	207,210		$	199,264
Same store merchandise sales excluding cigarettes(c)	$	53,305		$	49,093		$	143,275		$	131,881
Merchandise gross profit percentage		28.7	%		27.1	%		28.5	%		27.1	%
Commission site statistics:
Average retail fuel sites		189			198			193			199
Margin per gallon, before deducting credit card fees and    commissions	$	0.325		$	0.410		$	0.306		$	0.345

(a) The increase in the company operated site count was primarily attributable to the conversion of certain lessee dealer and commission sites to company operated sites, largely during the second quarter of 2023.

(b) The decrease in the commission agent site count was primarily attributable to the conversion of certain commission agent sites to company operated sites, largely during the first quarter of 2023.

(c) Same store fuel volume and same store merchandise sales include aggregated individual store results for all stores that had fuel volume or merchandise sales in all months for both periods. Same store merchandise sales excludes branded food sales and other revenues such as lottery commissions and car wash sales.

9

Supplemental Disclosure Regarding Non-GAAP Financial Measures

CrossAmerica uses 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 CrossAmerica’s 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 the Partnership’s 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 CrossAmerica’s 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 CrossAmerica’s unitholders.

CrossAmerica believes 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 the industry, CrossAmerica’s definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

10

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 per unit amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net income (a)	$	12,292		$	27,593		$	25,849		$	46,606
Interest expense		10,559			8,351			33,254			22,333
Income tax expense		1,468			3,815			2,603			1,843
Depreciation, amortization and accretion expense		19,096			21,329			58,214			61,523
EBITDA		43,415			61,088			119,920			132,305
Equity-based employee and director compensation expense		961			654			2,084			1,608
(Gain) loss on dispositions and lease terminations, net		(287	)		318			(5,220	)		620
Acquisition-related costs (b)		120			107			1,361			985
Adjusted EBITDA		44,209			62,167			118,145			135,518
Cash interest expense		(10,078	)		(7,668	)		(30,448	)		(20,280	)
Sustaining capital expenditures (c)		(1,837	)		(1,974	)		(5,322	)		(5,191	)
Current income tax expense		(905	)		(1,656	)		(1,458	)		(2,519	)
Distributable Cash Flow	$	31,389		$	50,869		$	80,917		$	107,528
Distributions paid on common units		19,934			19,913			59,777			59,713
Distribution Coverage Ratio (a)	1.57x			2.55x			1.35x			1.80x

(a) Beginning in 2022, CrossAmerica reconciles Adjusted EBITDA to Net income rather than to Net income available to limited partners. The difference between Net income and Net income available to limited partners is that, beginning in the second quarter of 2022, the accretion of preferred membership interests issued in late March 2022 is a deduction from Net income in computing Net income available to limited partners. Because Adjusted EBITDA is used to assess CrossAmerica’s financial performance without regard to capital structure, the partnership believes Adjusted EBITDA should be reconciled with Net income, so that the calculation isn’t impacted by the accretion of preferred membership interests. This approach is comparable to the reconciliation of Adjusted EBITDA to Net income available to limited partners in past periods, as CrossAmerica has not recorded accretion of preferred membership interests in past periods.

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

(c) Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain CrossAmerica's 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 the sites in conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.

About CrossAmerica Partners LP

CrossAmerica Partners LP is a leading wholesale distributor of motor fuels, convenience store operator, and owner and lessee of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is indirectly owned and controlled by entities affiliated with Joseph V. Topper, Jr., the founder of CrossAmerica Partners and a member of the board of the general partner since 2012. Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,700 locations and owns or leases approximately 1,100 sites. With a geographic footprint covering 34 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. CrossAmerica Partners LP ranks as one of ExxonMobil’s largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.

Contact

Investor Relations: Randy Palmer, rpalmer@caplp.com or 610-625-8000

11

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this release that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s Form 10-K or Forms 10-Q filed with the Securities and Exchange Commission, and available on CrossAmerica’s website at www.crossamericapartners.com. The Partnership undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.

12

EX-99.2

November 2023 Third Quarter 2023 Earnings Call Exhibit 99.2

Forward Looking Statement Statements contained in this presentation that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “anticipates”, “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the Securities and Exchange Commission and available on the Partnership’s website at www.crossamericapartners.com. If any of these factors materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement you see or hear during this presentation reflects our current views as of the date of this presentation with respect to future events. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

CrossAmerica Business OverviewCharles Nifong, CEO & President

Third Quarter Operations Motor Fuel Gross Profit from the Wholesale Segment declined 4% $18.8 million in 3Q23 versus $19.5 million in 3Q22 Driven by a 7% decline in fuel margin, partially offset by a 2% increase in volume Fuel margin cpg was 8.6 cents in 3Q23 versus 9.2 cents in 3Q22 Impacted by lower cost of fuel and terms discounts on certain gallons during the quarter Wholesale fuel volume distributed for 3Q23 was 217.3 million gallons (prior year Q3: 212.7 million gallons) Volume increase was primarily driven by the Community Service Stations, Inc. assets acquired during the fourth quarter of 2022, partially offset by the conversion of certain lessee dealers Total Wholesale Segment Gross Profit decreased 4% ($32.9 million for 3Q23 versus $34.1 million for 3Q22) Retail Segment’s Gross Profit declined 16% year-over-year $67.6 million in 3Q23 versus $80.6 million in 3Q22 Gross Profit decrease driven by motor fuel (-34%), partially offset by merchandise (+23%) Fuel margin per gallon, before deducting for credit card fees and commissions, for the retail segment of 37.2 cents in 3Q23 compared to 53.4 cents per gallon in 3Q22 Retail fuel volume for 3Q23 increased 4% when compared to 3Q22 (132.2 million gallons sold in 3Q23 versus 126.7 million gallons in 3Q22) Merchandise and Other Gross Profit rose 24% year over year; same store merchandise sales excluding cigarettes increased 9% year over year Merchandise gross profit percentage increase to 28.7% for 3Q23 compared to 27.1% for 3Q22

CrossAmerica Financial OverviewMaura Topper, Chief Financial Officer

Third Quarter Results Summary OPERATING RESULTS (in thousands, except for distributions per unit and coverage) Three Months ended Sept 30, 2023 2022 % Change Net Income $12,292 $27,593 (55%) Adjusted EBITDA $44,209 $62,167 (29%) Distributable Cash Flow $31,389 $50,869 (38%) Weighted Avg. Diluted Units 38,139 39,038 (2%) Distribution Paid per LP Unit $0.5250 $0.5250 0% Distributions Paid $19,934 $19,913 0% Distribution Coverage (Paid Basis – current quarter) 1.57x 2.55x (38%) Distribution Coverage (Paid Basis – trailing twelve months) 1.43x 1.74x (18%) Note: See the reconciliation of Adjusted EBITDA and Distributable Cash Flow (or “DCF”) to net income and the definitions of EBITDA, Adjusted EBITDA and DCF in the appendix of this presentation.

Capital Strength Capital Expenditures Q3 2023 capital expenditures of $10.4 million, including $8.5 million of growth capex Growth capital projects during the quarter included certain image upgrades that will be funded primarily through incentives from our fuel suppliers Credit Facility and Leverage Credit Facility balance at 9/30/23: $762.5 million Leverage ratio at 4.35x at 9/30/23 Effective interest rate of 4.9% at 9/30/23 with benefit of interest rate swaps

Appendix Third Quarter 2023 Earnings Call

Non-GAAP Financial Measures 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.

Non-GAAP Reconciliation 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 per unit amounts):     Beginning in 2022, we reconcile Adjusted EBITDA to Net income rather than to Net income available to limited partners. The difference between Net income and Net income available to limited partners is that, beginning in the second quarter of 2022, the accretion of preferred membership interests issued in late March 2022 is a deduction from Net income in computing Net income available to limited partners. Because Adjusted EBITDA is used to assess our financial performance without regard to capital structure, we believe Adjusted EBITDA should be reconciled with Net income, so that the calculation isn’t impacted by the accretion of preferred membership interests. This approach is comparable to our reconciliation of Adjusted EBITDA to Net income available to limited partners in past periods, as we have not recorded accretion of preferred membership interests in past periods. Relates to certain discrete acquisition related costs, such as legal and other professional fees, separation benefit costs and certain purchase accounting adjustments associated with recently acquired businesses. 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.     Three Months Ended September 30,     Nine Months Ended September 30,       2023     2022     2023     2022   Net income (a)   $ 12,292     $ 27,593     $ 25,849     $ 46,606   Interest expense     10,559       8,351       33,254       22,333   Income tax expense     1,468       3,815       2,603       1,843   Depreciation, amortization and accretion expense     19,096       21,329       58,214       61,523   EBITDA     43,415       61,088       119,920       132,305   Equity-based employee and director compensation expense     961       654       2,084       1,608   (Gain) loss on dispositions and lease terminations, net     (287 )     318       (5,220 )     620   Acquisition-related costs (b)     120       107       1,361       985   Adjusted EBITDA     44,209       62,167       118,145       135,518   Cash interest expense     (10,078 )     (7,668 )     (30,448 )     (20,280 ) Sustaining capital expenditures (c)     (1,837 )     (1,974 )     (5,322 )     (5,191 ) Current income tax expense     (905 )     (1,656 )     (1,458 )     (2,519 ) Distributable Cash Flow   $ 31,389     $ 50,869     $ 80,917     $ 107,528   Distributions paid on common units     19,934       19,913       59,777       59,713   Distribution Coverage Ratio (a)   1.57x     2.55x     1.35x     1.80x  

XML

Document and Entity Information	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2023
Entity Registrant Name	CrossAmerica Partners LP
Entity Central Index Key	0001538849
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units
Trading Symbol	CAPL
Security Exchange Name	NYSE