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☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2025
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.
001-35711
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 October 31, 2025, the registrant had outstanding
38,120,481
common units.
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
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 purchases fuel and leases sites from us.
Other Defined Terms:
AOCI
Accumulated other comprehensive income (loss)
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 annual performance achievements and to motivate and reward Topper Group employees for their contributions toward meeting financial and strategic goals.
Credit Facility
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, 2024
Internal Revenue Code
Internal Revenue Code of 1986, as amended
IPO
Initial public offering of CrossAmerica Partners LP on October 30, 2012
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
i
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
U.S. GAAP
U.S. Generally Accepted Accounting Principles
ii
PART I - FINANC
IAL INFORMATION
ITEM 1. FINANC
IAL STATEMENTS
CROSSAMERICA PARTNERS LP
CONSOLIDATED B
ALANCE SHEETS
(Thousands of Dollars, except unit data)
(Unaudited)
September 30,
December 31,
2025
2024
ASSETS
Current assets:
Cash and cash equivalents
$
5,766
$
3,381
Accounts receivable, net of allowances of $
635
and $
757
, respectively
34,058
31,603
Accounts receivable from related parties
514
634
Inventory
60,967
63,169
Assets held for sale
6,120
8,994
Current portion of interest rate swap contracts
1,412
2,958
Other current assets
8,519
8,091
Total current assets
117,356
118,830
Property and equipment, net
568,888
656,300
Right-of-use assets, net
124,683
136,430
Intangible assets, net
65,095
77,242
Goodwill
99,409
99,409
Deferred tax assets
1,379
1,001
Interest rate swap contracts, less current portion
325
5,133
Other assets
21,802
20,380
Total assets
$
998,937
$
1,114,725
LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations
$
3,412
$
3,266
Current portion of operating lease obligations
34,210
35,065
Accounts payable
71,720
73,986
Accounts payable to related parties
7,057
7,729
Current portion of interest rate swap contracts
480
—
Accrued expenses and other current liabilities
28,705
24,044
Motor fuel and sales taxes payable
18,630
18,756
Total current liabilities
164,214
162,846
Debt and finance lease obligations, less current portion
700,792
763,932
Operating lease obligations, less current portion
94,911
106,296
Deferred tax liabilities, net
5,271
7,424
Asset retirement obligations
45,242
48,251
Interest rate swap contracts, less current portion
1,835
311
Other long-term liabilities
48,628
50,448
Total liabilities
1,060,893
1,139,508
Commitments and contingencies (Note 10)
Preferred membership interests
29,773
28,993
Equity:
Common units—
38,120,481
and
38,059,702
units issued and
outstanding at September 30, 2025 and December 31, 2024, respectively
(
91,013
)
(
61,371
)
Accumulated other comprehensive (loss) income
(
716
)
7,595
Total equity
(
91,729
)
(
53,776
)
Total liabilities and equity
$
998,937
$
1,114,725
The accompanying notes are an integral part of these consolidated financial statements.
1
CROSSAMERICA PARTNERS LP
CONSOLIDATED STATEM
ENTS OF OPERATIONS
(Thousands of Dollars, except unit and per unit amounts)
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Operating revenues
(a)
$
971,847
$
1,079,163
$
2,796,247
$
3,154,066
Costs of sales
(b)
867,077
967,937
2,500,671
2,856,730
Gross profit
104,770
111,226
295,576
297,336
Operating expenses:
Operating expenses
(c)
57,541
60,766
174,364
168,619
General and administrative expenses
6,496
7,310
20,745
22,040
Depreciation, amortization and accretion expense
20,033
20,736
69,671
57,903
Total operating expenses
84,070
88,812
264,780
248,562
Gain (loss) on dispositions and lease terminations, net
7,387
4,682
40,789
(
6,546
)
Operating income
28,087
27,096
71,585
42,228
Other income, net
152
197
418
604
Interest expense
(
11,786
)
(
14,169
)
(
37,199
)
(
38,918
)
Income before income taxes
16,453
13,124
34,804
3,914
Income tax expense (benefit)
2,865
2,416
3,163
(
1,678
)
Net income
13,588
10,708
31,641
5,592
Accretion of preferred membership interests
696
582
2,041
1,911
Net income available to limited partners
$
12,892
$
10,126
$
29,600
$
3,681
Earnings per common unit
Basic
$
0.34
$
0.27
$
0.78
$
0.10
Diluted
$
0.34
$
0.27
$
0.77
$
0.10
Weighted-average common units:
Basic
38,112,342
38,041,815
38,094,754
38,021,173
Diluted
38,268,579
38,200,833
38,254,986
38,181,684
Supplemental information:
(a) includes excise taxes of:
$
83,041
$
86,108
$
239,295
$
239,215
(a) includes rent income of:
15,167
16,938
47,828
53,959
(b) excludes depreciation, amortization and accretion
(b) includes rent expense of:
4,834
5,010
14,652
15,621
(c) includes rent expense of:
4,732
4,533
13,974
12,972
The accompanying notes are an integral part of these consolidated financial statements.
2
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 June 30, 2025
38,097,513
$
(
84,316
)
$
(
172
)
$
(
84,488
)
Net income
—
13,588
—
13,588
Other comprehensive income
Unrealized gain on interest rate swap contracts
—
—
397
397
Realized gain on interest rate swap contracts
reclassified from AOCI into interest expense
—
—
(
941
)
(
941
)
Total other comprehensive loss
—
—
(
544
)
(
544
)
Comprehensive income (loss)
—
13,588
(
544
)
13,044
Vesting of equity awards, net of units withheld for tax
22,968
495
—
495
Accretion of preferred membership interests
—
(
696
)
—
(
696
)
Distributions paid
—
(
20,084
)
—
(
20,084
)
Balance at September 30, 2025
38,120,481
$
(
91,013
)
$
(
716
)
$
(
91,729
)
Balance at June 30, 2024
38,027,194
$
(
47,893
)
$
10,641
$
(
37,252
)
Net income
—
10,708
—
10,708
Other comprehensive income
Unrealized loss on interest rate swap contracts
—
—
(
10,310
)
(
10,310
)
Realized gain on interest rate swap contracts
reclassified from AOCI into interest expense
—
—
(
1,958
)
(
1,958
)
Total other comprehensive loss
—
—
(
12,268
)
(
12,268
)
Comprehensive income (loss)
—
10,708
(
12,268
)
(
1,560
)
Vesting of equity awards, net of units withheld for tax
19,494
392
—
392
Accretion of preferred membership interests
—
(
582
)
—
(
582
)
Distributions paid
—
(
20,039
)
—
(
20,039
)
Balance at September 30, 2024
38,046,688
$
(
57,414
)
$
(
1,627
)
$
(
59,041
)
Balance at December 31, 2024
38,059,702
$
(
61,371
)
$
7,595
$
(
53,776
)
Net income
—
31,641
—
31,641
Other comprehensive income
Unrealized loss on interest rate swap contracts
—
—
(
5,518
)
(
5,518
)
Realized gain on interest rate swap contracts
reclassified from AOCI into interest expense
—
—
(
2,793
)
(
2,793
)
Total other comprehensive loss
—
—
(
8,311
)
(
8,311
)
Comprehensive income (loss)
—
31,641
(
8,311
)
23,330
Issuance of units related to 2024 Bonus Plan
7,237
165
—
165
Vesting of equity awards, net of units withheld for tax
53,542
1,192
—
1,192
Accretion of preferred membership interests
—
(
2,041
)
—
(
2,041
)
Tax effect of intra-entity transfer of assets
—
(
387
)
—
(
387
)
Distributions paid
—
(
60,212
)
—
(
60,212
)
Balance at September 30, 2025
38,120,481
$
(
91,013
)
$
(
716
)
$
(
91,729
)
Balance at December 31, 2023
37,983,154
$
(
2,392
)
$
5,399
$
3,007
Net income
—
5,592
—
5,592
Other comprehensive income
Unrealized gain on interest rate swap contracts
—
—
2,006
2,006
Realized gain on interest rate swap contracts
reclassified from AOCI into interest expense
—
—
(
9,032
)
(
9,032
)
Total other comprehensive loss
—
—
(
7,026
)
(
7,026
)
Comprehensive income (loss)
—
5,592
(
7,026
)
(
1,434
)
Issuance of units related to 2023 Bonus Plan
17,136
381
—
381
Vesting of equity awards, net of units withheld for taxes
46,398
990
—
990
Accretion of preferred membership interests
—
(
1,911
)
—
(
1,911
)
Distributions paid
—
(
60,074
)
—
(
60,074
)
Balance at September 30, 2024
38,046,688
$
(
57,414
)
$
(
1,627
)
$
(
59,041
)
The accompanying notes are an integral part of these consolidated financial statements.
3
CROSSAMERICA PARTNERS LP
CONSOLIDATED STATEM
ENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
Nine Months Ended September 30,
2025
2024
Cash flows from operating activities:
Net income
$
31,641
$
5,592
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion expense
69,671
57,903
Amortization of deferred financing costs
1,453
1,452
Credit loss expense
—
81
Deferred income tax benefit
(
2,918
)
(
4,770
)
Equity-based employee and director compensation expense
1,353
1,134
(Gain) loss on dispositions and lease terminations, net
(
40,789
)
6,546
Changes in operating assets and liabilities, net of acquisitions
1,654
8,734
Net cash provided by operating activities
62,065
76,672
Cash flows from investing activities:
Principal payments received on notes receivable
92
117
Proceeds from sale of assets
94,788
17,969
Capital expenditures
(
28,657
)
(
19,131
)
Lease termination payments to Applegreen, including inventory purchases
—
(
25,517
)
Net cash provided by (used in) investing activities
66,223
(
26,562
)
Cash flows from financing activities:
Borrowings under the Credit Facility
49,000
90,919
Repayments on the Credit Facility
(
111,000
)
(
74,500
)
Payments of finance lease obligations
(
2,430
)
(
2,294
)
Payments of deferred financing costs
—
(
74
)
Distributions paid on distribution equivalent rights
(
218
)
(
194
)
Income tax distributions paid on preferred membership interests
(
1,261
)
(
1,312
)
Distributions paid on common units
(
59,994
)
(
59,880
)
Net cash used in financing activities
(
125,903
)
(
47,335
)
Net increase in cash and cash equivalents
2,385
2,775
Cash and cash equivalents at beginning of period
3,381
4,990
Cash and cash equivalents at end of period
$
5,766
$
7,765
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 September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2024 has been derived from our audited financial statements and notes thereto as of that date.
Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. 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.
New Accounting Pronouncements Pending Adoption
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 include the new disclosures in our Annual Report on Form 10-K for the year ending December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, "Disaggregation of Income Statement Expenses.” The amendments in this new guidance require disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including with respect to purchases of inventory, employee compensation, depreciation and intangible asset amortization. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2027 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.
5
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentration Risk
For the nine months ended September 30, 2025 and 2024, respectively, we purchased approximately
79
% and
81
% of our motor fuel from
four
suppliers. Approximately
22
% of our motor fuel gallons sold for each of the nine months ended September 30, 2025 and 2024 were delivered by our top
two
carriers.
For the nine months ended September 30, 2025 and 2024, respectively, approximately
52
% and
48
% 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 a 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 and resulted in the transition of these lessee dealer sites to company operated sites. The Partnership also acquired for cash the inventory at the locations.
Of the
59
locations,
31
transitioned in the first quarter of 2024 with the remaining locations transitioning during the second quarter of 2024. During the first half of 2024, we paid $
25.5
million of cash as consideration and for the purchase of inventory and recorded a non-cash write-off of deferred rent income of $
1.5
million
.
Note 3. ASSETS HELD FOR SALE
We have classified
14
sites and
ten
sites as held for sale at September 30, 2025 and December 31, 2024, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):
September 30,
December 31,
2025
2024
Land
$
3,625
$
4,483
Buildings and site improvements
2,591
3,866
Equipment
3,475
3,752
Total
9,691
12,101
Less accumulated depreciation
(
3,571
)
(
3,107
)
Assets held for sale
$
6,120
$
8,994
The Partnership has continued to focus on optimizing the class of trade for its assets, which has included divesting certain assets, often lower performing, while seeking to maintain a wholesale fuel supply relationship whenever possible. During the three and nine months ended September 30, 2025, we sold
29
and
96
sites for $
21.9
million and $
94.5
million in proceeds, resulting in net gains of $
7.4
million and $
42.5
million, respectively. During the three and nine months ended September 30, 2024, we sold nine and 19 sites for $
7.2
million and $
19.0
million in proceeds, resulting in net gains of $
5.3
million and $
11.8
million, respectively. The proceeds for the nine months ended September 30, 2024 include $
1.3
million of proceeds initially placed in a Section 1031 exchange escrow account.
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):
September 30,
December 31,
2025
2024
Merchandise
$
34,709
$
35,424
Motor fuel
26,258
27,745
Inventory
$
60,967
$
63,169
6
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5. PROPERTY AND EQUIPMENT
Property and equipment, net consisted of the following (in thousands):
September 30,
December 31,
2025
2024
Land
$
273,851
$
313,030
Buildings and site improvements
335,731
360,473
Leasehold improvements
20,301
18,890
Equipment
342,007
363,767
Construction in progress
4,450
6,794
Property and equipment, at cost
976,340
1,062,954
Accumulated depreciation and amortization
(
407,452
)
(
406,654
)
Property and equipment, net
$
568,888
$
656,300
We recorded impairment charges of $
4.2
million and $
3.2
million during the three months ended September 30, 2025 and 2024, and $
19.2
million and $
3.7
million during the nine months ended September 30, 2025 and 2024, 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.
Note 6. INTANGIBLE ASSETS
Intangible assets consisted of the following (in thousands):
September 30, 2025
December 31, 2024
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Wholesale fuel supply contracts/rights
$
147,528
$
83,787
$
63,741
$
194,626
$
118,800
$
75,826
Trademarks/licenses
2,220
953
1,267
2,168
869
1,299
Covenant not to compete
200
113
87
200
83
117
Total intangible assets
$
149,948
$
84,853
$
65,095
$
196,994
$
119,752
$
77,242
Note 7. DEBT
Our balances for long-term debt and finance lease obligations were as follows (in thousands):
September 30,
December 31,
2025
2024
Credit Facility
$
705,500
$
767,500
Finance lease obligations
5,489
7,936
Total debt and finance lease obligations
710,989
775,436
Current portion
3,412
3,266
Noncurrent portion
707,577
772,170
Deferred financing costs, net
6,785
8,238
Noncurrent portion, net of deferred financing costs
$
700,792
$
763,932
The Credit Facility is secured by substantially all of the Partnership’s assets.
Letters of credit outstanding totaled $
4.4
million and $
5.3
million at September 30, 2025 and December 31, 2024, respectively.
Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility was
5.8
% (with an applicable margin of
2.00
%) and
6.2
% (with an applicable margin of
2.25
%) at September 30, 2025 and December 31, 2024, respectively. See Note 8 for additional information on our interest rate swap contracts.
7
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of September 30, 2025, we were in compliance with our financial covenants under the Credit Facility. The amount of availability under the Credit Facility at September 30, 2025, after taking into consideration debt covenant restrictions, was $
215.1
million.
Note 8. INTEREST RATE SWAP CONTRACTS
During 2025 and parts of 2024, we held the following interest rate swap contracts (in thousands):
Type
Notional Amount
Termination Date
Fixed Rate
Spot starting
March 2020
$
150,000
April 1, 2024
0.413
%
Spot starting
March 2020
75,000
April 1, 2024
0.298
%
Spot starting
April 2020
75,000
April 1, 2024
0.298
%
Spot starting
April 2023
50,000
March 30, 2028
3.287
%
Spot starting
April 2023
100,000
March 31, 2028
3.287
%
Spot starting
April 2023
50,000
April 8, 2028
3.282
%
Forward starting
April 2024
100,000
April 1, 2028
2.932
%
Spot starting
November 2023
80,000
March 31, 2028
4.105
%
Spot starting
November 2023
20,000
March 31, 2028
4.121
%
Our interest rate swap contracts fix the rate on a portion of our SOFR-based borrowings under our Credit Facility, have been designated as cash flow hedges and are expected to be highly effective. The first three swap contracts above matured
April 1, 2024
, and as a result, our effective interest rate on the Credit Facility has increased since that time.
The fair value of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets, current liabilities and noncurrent liabilities, as applicable. See Note 11 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 $
0.9
million and $
2.0
million for the three months ended September 30, 2025 and 2024 and $2.8 million and $9.0 million for the nine months ended September 30, 2025 and 2024, respectively.
We currently estimate that a net gain of $
0.8
million will be reclassified from AOCI 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. RELATED-PARTY TRANSACTIONS
Wholesale Motor Fuel Sales and Real Estate Rentals
Revenues
from TopStar, an entity affiliated with the Topper Group, were $
9.4
million and $
10.9
million for the three months ended September 30, 2025 and 2024 and $
27.3
million and $
33.4
million for the nine months ended September 30, 2025 and 2024, respectively. Accounts receivable from TopStar was $
0.5
million and $
0.6
million at September 30, 2025 and December 31, 2024, respectively.
In February 2025, we purchased a property from TopStar for $
0.2
million.
We lease real estate from the Topper Group. Rent expense under these lease agreements was $
2.4
million and $
2.6
million for the three months ended Septem
ber 30, 2025 and 2024 and $
7.4
million and $
7.6
million for the nine months ended September 30, 2025 and 2024, respectively.
8
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $
32.5
million and $
32.6
million for the three months ended September 30, 2025 and 2024 and $
97.1
million and $
93.5
million for the nine months ended September 30, 2025 and 2024, 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 $
5.0
million and $
5.7
million at September 30, 2025 and December 31, 2024, 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 during each of the three months ended September 30, 2025 and 2024 and $
23.1
million for each of the nine months ended September 30, 2025 and 2024.
We distributed $
2.6
million to affiliates of John B. Reilly, III related to their ownership of our common units during each of the three months ended September 30, 2025 and 2024 and $
7.9
million for each of the nine months ended September 30, 2025 and 2024.
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 September 30, 2025 and 2024, and $
2.0
million and $
1.9
million for the nine months ended September 30, 2025 and 2024, respectively. We paid income tax distributions of $
1.3
million related to the preferred membership interests for each of the three and nine months ended September 30, 2025 and 2024.
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 $
0.6
million and $
0.7
million for the three months ended September 30, 2025 and 2024 and $
1.7
million and $
2.4
million for the nine months ended September 30, 2025 and 2024, respectively.
Accounts payable to this related party amounted to $
0.4
million and $
0.6
million at September 30, 2025 and December 31, 2024, respectively
.
Environmental Remediation Indemnification
Under an indemnification agreement, DMI reimburses us for certain environmental remediation costs incurred by the Partnership. We received $
0.1
million and $
0.2
million for the three months ended September 30, 2025 and 2024 and $
0.4
million and $
0.6
million for the nine months ended September 30, 2025 and 2024, 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 $
5.2
million and $
5.1
million for the three months ended September 30, 2025 and 2024 and $
14.3
million and $
14.5
million for the nine months ended September 30, 2025 and 2024, respectively. Amounts payable to this related party amounted to $
1.7
million and $
1.4
million at September 30, 2025 and December 31, 2024, respectively.
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 September 30, 2025 and 2024 and $
0.1
million for each of the nine months ended September 30, 2025 and 2024.
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 September 30, 2025 and 2024 and $
0.8
million and $
0.9
million for the nine months ended September 30, 2025 and 2024, respectively.
9
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 and nine months ended September 30, 2025 and 2024.
Note 10. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. In the event we fail to purchase the required minimum volume for a given contract 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 in any period presented.
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 generally entered into indemnification agreements with various sellers in conjunction with our past 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 $
9.0
million and $
8.4
million at September 30, 2025 and December 31, 2024, respectively. Indemnification assets related to state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $
7.3
million and $
6.3
million at September 30, 2025 and December 31, 2024, 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.
10
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 11. 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 2025 or 2024.
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 outstanding phantom 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 September 30, 2025 and December 31, 2024 due to the short-term maturity of these instruments. The fair value of borrowings under the Credit Facility approximated its carrying value as of September 30, 2025 and December 31, 2024 due to the frequency with which interest rates are reset and the consistency of the market spread.
Note 12. 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.
11
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We recorded income tax expense (benefit) of $
2.9
million and $
2.4
million for the three months ended September 30, 2025 and 2024 and $
3.2
million and $(
1.7
) million for the nine months ended September 30, 2025 and 2024, respectively, as a result of the income generated (losses incurred) by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only our corporate subsidiaries are subject to income tax.
On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (the Act), was enacted, which includes a broad range of tax reform provisions. While certain provisions of the Act have and will continue to affect the timing of cash payments in 2025 and future years, there has not been nor do we anticipate a material impact on our financial statements.
Note 13. 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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Numerator:
Distributions paid on common units
$
20,012
$
19,975
$
59,994
$
59,880
Allocation of distributions in excess of net income
(
7,120
)
(
9,849
)
(
30,394
)
(
56,199
)
Limited partners’ interest in net income - basic
$
12,892
$
10,126
$
29,600
$
3,681
Denominator:
Weighted-average common units outstanding - basic
38,112,342
38,041,815
38,094,754
38,021,173
Adjustment for phantom and phantom performance units
(a)
156,237
159,018
160,232
160,511
Weighted-average common units outstanding - diluted
38,268,579
38,200,833
38,254,986
38,181,684
Net income per common unit - basic
$
0.34
$
0.27
$
0.78
$
0.10
Net income per common unit - diluted
$
0.34
$
0.27
$
0.77
$
0.10
Distributions paid per common unit
$
0.5250
$
0.5250
$
1.5750
$
1.5750
Distributions declared (with respect to each respective period)
per common unit
$
0.5250
$
0.5250
$
1.5750
$
1.5750
a)
For the three and nine months ended September 30, 2025 and 2024, respectively,
1,301,940
and
1,245,117
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 2025 is as follows:
Quarter Ended
Record Date
Payment Date
Cash
Distribution
(per unit)
Cash
Distribution
(in thousands)
December 31, 2024
February 3, 2025
February 13, 2025
$
0.5250
$
19,981
March 31, 2025
May 5, 2025
May 15, 2025
0.5250
20,001
June 30, 2025
August 4, 2025
August 14, 2025
0.5250
20,012
September 30, 2025
November 3, 2025
November 13, 2025
0.5250
20,013
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.
12
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14. SEGMENT REPORTING
We conduct our business in
two
reportable 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 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 and nine months ended September 30, 2025, respectively, we converted
13
and
37
sites from lessee dealer sites in the wholesale segment to company operated or commission agent sites in the retail segment, net. During the three and nine months ended September 30, 2024, respectively, we converted
11
and
106
sites from lessee dealer sites in the wholesale segment to company operated or commission agent sites in the retail segment, net, including
59
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 September 30, 2025
Revenues from fuel sales to external customers
$
401,161
$
438,828
$
—
$
839,989
Revenues from food and merchandise sales
—
110,685
—
110,685
Rent income
11,274
3,893
—
15,167
Other revenue
1,221
4,785
—
6,006
Total revenues
413,656
558,191
—
971,847
Cost of goods sold - fuel
385,443
398,096
—
783,539
Cost of goods sold - food and merchandise
—
78,704
—
78,704
Cost of goods sold - Rent expense
3,428
1,406
—
4,834
Gross profit
24,785
79,985
—
104,770
Store labor
—
23,080
—
23,080
Maintenance and environmental costs
1,543
7,155
—
8,698
Other items (a)
5,358
20,405
19,142
44,905
Operating income (loss)
$
17,884
$
29,345
$
(
19,142
)
$
28,087
13
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wholesale
Retail
Unallocated
Consolidated
Three Months Ended September 30, 2024 (b)
Revenues from fuel sales to external customers
$
456,447
$
490,162
$
—
$
946,609
Revenues from food and merchandise sales
—
109,441
—
109,441
Rent income
13,477
3,461
—
16,938
Other revenue
1,244
4,931
—
6,175
Total revenues
471,168
607,995
—
1,079,163
Cost of goods sold - fuel
439,577
444,403
—
883,980
Cost of goods sold - food and merchandise
—
78,947
—
78,947
Cost of goods sold - Rent expense
3,952
1,058
—
5,010
Gross profit
27,639
83,587
—
111,226
Store labor
—
23,516
—
23,516
Maintenance and environmental costs
2,057
8,285
—
10,342
Other items (a)
6,485
20,423
23,364
50,272
Operating income (loss)
$
19,097
$
31,363
$
(
23,364
)
$
27,096
Nine Months Ended September 30, 2025
Revenues from fuel sales to external customers
$
1,166,520
$
1,256,162
$
—
$
2,422,682
Revenues from food and merchandise sales
—
308,085
—
308,085
Rent income
36,409
11,419
—
47,828
Other revenue
3,804
13,848
—
17,652
Total revenues
1,206,733
1,589,514
—
2,796,247
Cost of goods sold - fuel
1,119,873
1,145,461
—
2,265,334
Cost of goods sold - food and merchandise
—
220,685
—
220,685
Cost of goods sold - Rent expense
10,555
4,097
—
14,652
Gross profit
76,305
219,271
—
295,576
Store labor
—
69,113
—
69,113
Maintenance and environmental costs
4,437
22,274
—
26,711
Other items (a)
16,755
61,785
49,627
128,167
Operating income (loss)
$
55,113
$
66,099
$
(
49,627
)
$
71,585
Nine Months Ended September 30, 2024 (b)
Revenues from fuel sales to external customers
$
1,416,361
$
1,374,464
$
—
$
2,790,825
Revenues from food and merchandise sales
—
291,266
—
291,266
Rent income
44,123
9,836
—
53,959
Other revenue
3,238
14,778
—
18,016
Total revenues
1,463,722
1,690,344
—
3,154,066
Cost of goods sold - fuel
1,368,249
1,263,380
—
2,631,629
Cost of goods sold - food and merchandise
—
209,480
—
209,480
Cost of goods sold - Rent expense
12,754
2,867
—
15,621
Gross profit
82,719
214,617
—
297,336
Store labor
—
65,262
—
65,262
Maintenance and environmental costs
5,624
20,935
—
26,559
Other items (a)
19,009
57,789
86,489
163,287
Operating income (loss)
$
58,086
$
70,631
$
(
86,489
)
$
42,228
14
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a)
For the Wholesale and Retail segments, other segment items includes real estate taxes, utilities, management fees, insurance and other operating expenses. For the Retail segment, other segment items also includes rent expense, store supplies and shrink. Other segment items that are not allocated to a segment include general and administrative expenses, depreciation, amortization and accretion expense and gains/losses on dispositions and lease terminations, net.
(b)
In connection with the retrospective adoption of ASU 2023-07, "Improvements in Reportable Segment Disclosures," we recast our results for the three and nine months ended September 30, 2024, to conform to the current year presentation.
A reconciliation from operating income to income before income taxes follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Operating income
$
28,087
$
27,096
$
71,585
$
42,228
Other income, net
152
197
418
604
Interest expense
(
11,786
)
(
14,169
)
(
37,199
)
(
38,918
)
Income before income taxes
$
16,453
$
13,124
$
34,804
$
3,914
Receivables relating to the revenue streams above are as follows (in thousands):
September 30,
December 31,
2025
2024
Receivables from fuel and merchandise sales
$
33,421
$
30,115
Receivables for rent and other lease-related charges
1,151
2,122
Total accounts receivable
$
34,572
$
32,237
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, for which our performance obligations are satisfied as services are rendered. 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 $
9.6
million and $
8.9
million at September 30, 2025 and December 31, 2024, respectively. Amortization of such costs is recorded against operating revenues and amounted to $
0.5
million for each of the three months ended September 30, 2025 and 2024 and $
1.6
million and $
1.4
million for the nine months ended September 30, 2025 and 2024, respectively.
Receivables from rent and other lease-related charges are generally collected at the beginning of the month.
15
CROSSAMERICA PARTNERS LP
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15. SUPPLEMENTAL CASH FLOW INFORMATION
In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):
Nine Months Ended September 30,
2025
2024
(Increase) decrease:
Accounts receivable
$
(
2,555
)
$
(
707
)
Accounts receivable from related parties
120
(
137
)
Inventories
387
(
435
)
Other current assets
(
598
)
381
Other assets
(
1,163
)
1,501
Increase (decrease):
Accounts payable
(
422
)
10,041
Accounts payable to related parties
(
912
)
(
2,621
)
Accrued expenses and other current liabilities
5,652
2,275
Motor fuel and taxes payable
(
126
)
(
1,266
)
Other long-term liabilities
1,271
(
298
)
Changes in operating assets and liabilities, net of acquisitions
$
1,654
$
8,734
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):
Nine Months Ended September 30,
2025
2024
Cash paid for interest
$
36,112
$
36,987
Cash paid for income taxes, net of refunds
2,675
140
Supplemental schedule of non-cash investing and financing activities (in thousands):
Nine Months Ended September 30,
2025
2024
Accrued capital expenditures
$
1,956
$
3,702
Lease liabilities arising from obtaining right-of-use assets
14,621
11,485
Accretion of preferred membership interests
2,041
1,911
16
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS O
F FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, diesel and convenience merchandise products 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 in the Middle East;
•
a reduction in demand for motor fuels;
•
changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences;
•
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;
17
•
future income tax legislation;
•
changes in energy policy;
•
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:
•
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.
18
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 54% 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. Further, we are assessed fees as a percentage of debit and credit card sales. Such fees increase as "at the pump" retail prices increase but without necessarily being accompanied by higher retail gross profits.
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.
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 can negatively impact 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
Three of our most favorable interest rate swap contracts matured April 1, 2024. See Note 8 to the financial statements for additional information regarding the impact of the maturity of those interest rate swap contracts on our interest expense.
Acquisition and Financing Activity
During the first half of 2024, we converted 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.
19
Class of Trade Conversions and Divestitures
We consider the highest and best use class of trade for each of our properties, which results in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit and operating income for the wholesale and retail segments. See Note 14 to the financial statements for additional information.
As part of our evaluation of the highest and best use class of trade for each of our properties, we divest certain assets, often lower performing properties. These sales generate gains or impairment charges depending on the site; see Notes 3 and 5 to the financial statements for additional information. These sales result in reductions in gross profit and operating income in the wholesale and retail segments. For many of these divestitures, we continue to supply the sites with fuel through long-term supply contracts. When we sell a lessee dealer site with continued fuel supply, the site is converted from a lessee dealer site to an independent dealer site but remains in the wholesale segment. When we sell company operated or commission agent sites with continued fuel supply, the site is converted from being operated in our retail segment to being operated as an independent dealer site in our wholesale segment.
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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Operating revenues
$
971,847
$
1,079,163
$
2,796,247
$
3,154,066
Costs of sales
(a)
867,077
967,937
2,500,671
2,856,730
Gross profit
104,770
111,226
295,576
297,336
Operating expenses:
Operating expenses
57,541
60,766
174,364
168,619
General and administrative expenses
6,496
7,310
20,745
22,040
Depreciation, amortization and accretion expense
20,033
20,736
69,671
57,903
Total operating expenses
84,070
88,812
264,780
248,562
Gain (loss) on dispositions and lease terminations, net
7,387
4,682
40,789
(6,546
)
Operating income
28,087
27,096
71,585
42,228
Other income, net
152
197
418
604
Interest expense
(11,786
)
(14,169
)
(37,199
)
(38,918
)
Income before income taxes
16,453
13,124
34,804
3,914
Income tax expense (benefit)
2,865
2,416
3,163
(1,678
)
Net income
13,588
10,708
31,641
5,592
Accretion of preferred membership interests
696
582
2,041
1,911
Net income available to limited partners
$
12,892
$
10,126
$
29,600
$
3,681
(a) excludes depreciation, amortization and accretion expense
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Operating revenues decreased $107 million (10%) and operating income increased $1 million (4%). Significant items impacting these results were:
Operating revenues
Revenues from fuel sales decreased $107 million (11%) due primarily to a 7% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 14% to $65.78 per barrel for the third quarter of 2025, compared to $76.43 per barrel for the third quarter of 2024. In addition, volume decreased 5% due to the net loss of independent dealer contracts and a reduction in volume in our base business.
20
Cost of sales
Cost of sales decreased $101 million (10%) due primarily to a lower cost per gallon and lower volume driven by the same drivers as discussed above.
Gross profit
Gross profit decreased $6.5 million (6%) due primarily to a decrease in aggregate motor fuel gross profit as well as a decrease in rent gross profit in our wholesale segment, partially offset by an increase in merchandise gross profit in our retail segment. 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 decreased $0.8 million (11%) primarily driven by lower legal fees and equity compensation expense.
Depreciation, amortization and accretion expense
Depreciation, amortization and accretion expense decreased $0.7 million (3%) primarily due to the impact of assets becoming fully depreciated, partially offset by an increase in impairment charges.
Gain (loss) on dispositions and lease terminations, net
During the three months ended September 30, 2025, we recorded $7.4 million in net gains in connection with our ongoing real estate rationalization effort.
During the three months ended September 30, 2024, we recorded $5.3 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $0.6 million of net losses on lease terminations and asset disposals.
Interest expense
Interest expense decreased $2.4 million (17%) due to a lower average SOFR rate along with a lower average outstanding debt balance resulting from applying the proceeds from site sales to our Credit Facility.
Income tax expense
We recorded income tax expense of $2.9 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively, driven by income generated by our taxable subsidiaries.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Operating revenues decreased $358 million (11%) and operating income increased $29 million (70%). Significant items impacting these results were:
Operating revenues
Revenues from fuel sales decreased $368 million (13%) due primarily to a 9% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 14% to $67.31 per barrel for the first nine months of 2025, compared to $78.58 per barrel for the same period of 2024. In addition, volume decreased 5% due to the net loss of independent dealer contracts and a reduction in volume in our base business. The decrease in fuel sales was partially offset by a $17 million (6%) increase in merchandise revenues driven by an increase in sales in our base business as well as an increase in our average company operated site count due to the conversion of certain lessee dealer sites to company operated sites, partially offset by the sale of certain company operated sites in connection with our real estate rationalization effort.
21
Cost of sales
Cost of sales decreased $356 million (12%), due primarily to a lower cost per gallon and lower volume, partially offset by an increase in merchandise cost of sales driven by the same drivers as discussed above.
Gross profit
Gross profit decreased $1.8 million (1%), which was primarily due to a decrease in aggregate motor fuel gross profit as well as a decrease in rent gross profit in our wholesale segment, partially offset by an increase in merchandise gross profit in our retail segment . 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 decreased $1.3 million (6%) primarily driven by lower acquisition-related costs and legal fees, partially offset by higher management fees.
Depreciation, amortization and accretion expense
Depreciation, amortization and accretion expense increased $12 million (20%) primarily due to a $15.5 million increase in impairment charges, partially offset by the impact of assets becoming fully depreciated.
Gain (loss) on dispositions and lease terminations, net
During the nine months ended September 30, 2025, we recorded $42.5 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $1.7 million of net losses on lease terminations and asset disposals.
During the nine months ended September 30, 2024, we recorded a $16.0 million loss on lease termination with Applegreen, including a $1.5 million non-cash write-off of deferred rent income (see Note 2 to the financial statements for additional information). In addition, we recorded $2.3 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income. We recorded an $11.8 million net gain in connection with our ongoing real estate rationalization effort.
Interest expense
Interest expense decreased $1.7 million (4%) due to a lower average SOFR rate along with a lower average outstanding debt balance resulting from applying the proceeds from site sales to our Credit Facility, partially offset by the maturity of three of our most favorable interest rate swap contracts on April 1, 2024.
Income tax expense (benefit)
We recorded income tax expense (benefit) of $3.2 million and $(1.7) million for the nine months ended September 30, 2025 and 2024, respectively, driven by income generated (losses incurred) by our taxable subsidiaries.
Segment Results
We present the results of operations of our segments consistent with how our management views the business.
22
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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Gross profit:
Motor fuel
$
40,732
$
45,759
$
110,701
$
111,084
Merchandise
31,981
30,494
87,400
81,786
Rent
2,487
2,403
7,322
6,969
Other revenue
4,785
4,931
13,848
14,778
Total gross profit
79,985
83,587
219,271
214,617
Operating expenses
(50,640
)
(52,224
)
(153,172
)
(143,986
)
Operating income
$
29,345
$
31,363
$
66,099
$
70,631
Retail sites (end of period):
Company operated retail sites
(a)
353
372
353
372
Commission agents
(b)
233
225
233
225
Total retail sites
586
597
586
597
Total retail segment statistics:
Volume of gallons sold
141,806
148,380
410,022
413,113
Average retail fuel sites
592
595
597
561
Margin per gallon, before deducting credit card fees and
commissions
$
0.384
$
0.406
$
0.365
$
0.366
Company operated site statistics:
Average retail fuel sites
356
372
363
350
Margin per gallon, before deducting credit card fees
$
0.402
$
0.437
$
0.391
$
0.391
Merchandise gross profit percentage
28.9
%
27.9
%
28.4
%
28.1
%
Commission site statistics:
Average retail fuel sites
236
223
234
211
Margin per gallon, before deducting credit card fees and
commissions
$
0.340
$
0.331
$
0.306
$
0.306
(a)
The decrease in the company operated site count was primarily attributable to the sale of certain company operated sites in connection with our real estate rationalization effort, partially offset by the conversion of certain lessee dealer 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 sale of certain commission agent sites in connection with our real estate rationalization effort.
23
Three Months Ended September 30,
2025 Compared to Three Months Ended September 30,
2024
Gross profit decreased $3.6 million (4%) and operating income decreased $2.0 million (6%). These results were impacted by:
Gross profit
•
Our motor fuel gross profit decreased $5.0 million (11%), attributable to a 6% decrease in our margin per gallon for the three months ended September 30, 2025 as compared to the same period in 2024, driven by movements in crude oil prices within the two periods. In addition, volume decreased 4% due to the net impact of the sale of certain company operated and commission agent sites and a decrease in volume in our base business, partially offset by the conversion of certain lessee dealer sites to company operated and commission agent sites.
•
Our merchandise gross profit increased $1.5 million (5%) due primarily to an increase in sales in our base business as well as an increase in our merchandise gross profit percentage. This increase is also partially due to the transition of certain merchandise products from a scan-based trading model (whereby a third party owns the inventory and we record a commission in other revenues) to a gross profit model (whereby we own the inventory and record merchandise sales and cost of sales). Our merchandise gross profit increased despite a 4% decrease in our average company operated site count due to the sale of certain company operated sites in connection with our real estate optimization effort, partially offset by the conversion of certain lessee dealer sites to company operated sites.
•
Other revenues decreased $0.1 million (3%) primarily due to the transition of certain merchandise products from a scan-based trading model to a gross profit model as further described above.
Operating expenses
Operating expenses decreased $1.6 million (3%) driven by a 4% decrease in the average company operated site count due to the sale of certain company operated sites in connection with our real estate rationalization effort, partially offset by the conversion of certain lessee dealer sites to company operated sites.
Nine Months Ended September 30,
2025 Compared to Nine Months Ended September 30,
2024
Gross profit increased $4.7 million (2%) and operating income decreased $4.5 million (6%). These results were impacted by:
Gross profit
•
Our motor fuel gross profit decreased $0.4 million, attributable to a volume decrease of 1% due primarily to a decrease in volume in our base business. This decrease was partially offset by 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 the sale of certain company operated and commission agent sites in connection with our real estate rationalization effort.
•
Our merchandise gross profit increased $5.6 million (7%), driven by a 4% increase in the average company operated site count due to the conversion of certain lessee dealer sites to company operated sites, partially offset by the sale of certain company operated sites in connection with our real estate rationalization effort. We also benefited from an increase in sales in our base business as well as an increase in our merchandise gross profit percentage. Lastly, a portion of the increase was also driven by the transition of certain merchandise products from a scan-based trading model (whereby a third party owns the inventory and we record a commission in other revenues) to a gross profit model (whereby we own the inventory and record merchandise sales and cost of sales).
•
Other revenues decreased $0.9 million (6%) due to primarily the transition of certain merchandise products from a scan-based trading model to a gross profit model as further described above.
Operating expenses
Operating expenses increased $9.2 million (6%) driven by a 6% 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 the sale of certain company operated and commission agent sites in connection with our real estate rationalization effort.
24
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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Gross profit:
Motor fuel gross profit
$
15,718
$
16,870
$
46,647
$
48,112
Rent gross profit
7,846
9,525
25,854
31,369
Other revenues
1,221
1,244
3,804
3,238
Total gross profit
24,785
27,639
76,305
82,719
Operating expenses
(6,901
)
(8,542
)
(21,192
)
(24,633
)
Operating income
$
17,884
$
19,097
$
55,113
$
58,086
Motor fuel distribution sites (end of period):
(a)
Independent dealers
(b)
645
602
645
602
Lessee dealers
(c)
343
444
343
444
Total motor fuel distribution sites
988
1,046
988
1,046
Average motor fuel distribution sites
997
1,057
1,013
1,109
Volume of gallons distributed
177,662
186,946
519,821
563,082
Margin per gallon
$
0.088
$
0.090
$
0.090
$
0.085
(a)
In addition, we 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 sale of certain lessee dealer, company operated and commission agent sites but with continued fuel supply, partially offset by the net loss of independent dealer contracts.
(c)
The decrease in the lessee dealer site count was primarily attributable to the sale of certain lessee dealer sites in connection with our real estate rationalization effort (generally with continued fuel supply, thereby converting the site to an independent dealer site) as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Three Months Ended September 30,
2025 Compared to Three Months Ended September 30,
2024
Gross profit decreased $2.9 million (10%) and operating income decreased $1.2 million (6%). These results were impacted by:
Motor fuel gross profit
The $1.2 million (7%) decrease in motor fuel gross profit was primarily due to a 5% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites, the net loss of independent dealer contracts and a decrease in volume in our base business. These decreases were partially offset by the sale of certain company operated and commission agent sites but with continued fuel supply, thereby converting the site to an independent dealer site and for which the volume is included in the wholesale segment. In addition, our average fuel margin per gallon decreased 2% as compared to the same period of 2024, driven by lower prompt payment discounts associated with lower crude oil prices, partially offset by better sourcing costs.
Rent gross profit
Rent gross profit decreased $1.7 million (18%) primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
25
Operating expenses
Operating expenses decreased $1.6 million (19%), primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort, as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Nine Months Ended September 30,
2025 Compared to Nine Months Ended September 30,
2024
Gross profit decreased $6.4 million (8%) and operating income decreased $3.0 million (5%). These results were impacted by:
Motor fuel gross profit
The $1.5 million (3%) decrease in motor fuel gross profit was primarily due to an 8% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites, the net loss of independent dealer contracts and a decrease in volume in our base business. These decreases were partially offset by the sale of certain company operated and commission agent sites but with continued fuel supply, thereby converting the site to an independent dealer site and for which the volume is included in the wholesale segment. In addition, our average fuel margin per gallon increased 5% as compared to the same period of 2024, driven by better sourcing costs, partially offset by lower prompt payment discounts associated with lower crude oil prices.
Rent gross profit
Rent gross profit decreased $5.5 million (18%), primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Operating expenses
Operating expenses decreased $3.4 million (14%), primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort, as well as the conversion of certain lessee dealer sites to company operated and commission agent 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 (loss) 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.
26
The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income (loss), 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 September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Net income
$
13,588
$
10,708
$
31,641
$
5,592
Interest expense
11,786
14,169
37,199
38,918
Income tax expense (benefit)
2,865
2,416
3,163
(1,678
)
Depreciation, amortization and accretion expense
20,033
20,736
69,671
57,903
EBITDA
48,272
48,029
141,674
100,735
Equity-based employee and director compensation expense
364
560
1,353
1,134
(Gain) loss on dispositions and lease terminations, net
(a)
(7,387
)
(4,682
)
(40,789
)
6,546
Acquisition-related costs
(b)
60
31
423
1,661
Adjusted EBITDA
41,309
43,938
102,661
110,076
Cash interest expense
(11,301
)
(13,685
)
(35,745
)
(37,466
)
Sustaining capital expenditures
(c)
(1,853
)
(2,594
)
(7,124
)
(6,162
)
Current income tax expense
(d)
(382
)
(519
)
(528
)
(1,527
)
Distributable Cash Flow
$
27,773
$
27,140
$
59,264
$
64,921
Distributions paid on common units
20,012
19,975
59,994
59,880
Distribution Coverage Ratio
1.39x
1.36x
0.99x
1.08x
(a)
See "Results of Operations–Gain (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 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 current income tax expense 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 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 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.
27
Cash Flows
The following table summarizes cash flow activity (in thousands):
Nine Months Ended September 30,
2025
2024
Net cash provided by operating activities
$
62,065
$
76,672
Net cash provided by (used in) investing activities
66,223
(26,562
)
Net cash used in financing activities
(125,903
)
(47,335
)
Operating Activities
Net cash provided by operating activities decreased $15 million for the nine months ended September 30, 2025 compared to the same period in 2024, primarily attributable to a $7 million net usage of cash flow from changes in working capital, stemming primarily from timing of settlement with our suppliers as well as settlement of rebates owed by our fuel suppliers in addition to weaker results in 2025 compared to 2024.
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 $29 million and $19 million for the nine months ended September 30, 2025 and 2024, respectively. We received $95 million and $18 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the nine months ended September 30, 2025 and 2024, respectively. We paid $26 million to Applegreen related to lease terminations and inventory purchases during the nine months ended September 30, 2024.
Financing Activities
We paid $60 million in distributions for each of the nine months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025 and 2024, we made total net (repayments) borrowings on our Credit Facility of $(62) million and $16 million, respectively.
Distributions
Distribution activity for 2025 was as follows:
Quarter Ended
Record Date
Payment Date
Cash
Distribution
(per unit)
Cash
Distribution
(in thousands)
December 31, 2024
February 3, 2025
February 13, 2025
$
0.5250
$
19,981
March 31, 2025
May 5, 2025
May 15, 2025
0.5250
20,001
June 30, 2025
August 4, 2025
August 14, 2025
0.5250
20,012
September 30, 2025
November 3, 2025
November 13, 2025
0.5250
20,013
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 September 30, 2025, our debt and finance lease obligations consisted of the following (in thousands):
Credit Facility
$
705,500
Finance lease obligations
5,489
Total debt and finance lease obligations
710,989
Current portion
3,412
Noncurrent portion
707,577
Deferred financing costs, net
6,785
Noncurrent portion, net of deferred financing costs
$
700,792
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Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at September 30, 2025 was 5.8% (our applicable margin was 2.00% as of September 30, 2025). Letters of credit outstanding at September 30, 2025 totaled $4.4 million.
The amount of availability under our Credit Facility at October 31, 2025, after taking into consideration debt covenant restrictions, was $232.6 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 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):
Nine Months Ended September 30,
2025
2024
Sustaining capital
$
7,124
$
6,162
Growth
21,533
12,969
Lease termination payments to Applegreen, including inventory purchases
—
25,517
Total capital expenditures, including lease termination payments to Applegreen
$
28,657
$
44,648
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. The increase in growth capital expenditures for the nine months ended September 30, 2025 as compared to the same period of the prior year was primarily driven by investments in our company operated sites and included targeted material renovations as well as projects to increase food offerings.
Concentration Risks
See Note 1 for information on our concentration risks related to our 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 2025 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 and operating income for the wholesale and retail segments. The Applegreen Acquisition as well as other conversions of lessee dealer sites to company operated and commission agent sites are anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.
•
As part of our evaluation of the highest and best use class of trade for each of our properties, we anticipate continuing to divest certain assets, often lower performing properties. These sales are likely to continue to generate gains or impairment charges depending on the site, and may result in reductions in gross profit and operating income in the wholesale and retail segments. For many of these divestitures, we anticipate continuing to supply the sites with fuel through long-term supply contracts. Further, due to using the proceeds of these sales to pay down borrowings on our Credit Facility, we anticipate a decrease in our interest expense.
29
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.
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 future 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 QUALITAT
IVE DISCLOSURES ABOUT MARKET RISK
No significant changes to our market risk have occurred since December 31, 2024. 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.
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 September 30, 2025.
(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 September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTH
ER 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 10 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.
ITEM 5. OTHER INFORMATION
SVP of Retail Resignation
We are providing the following disclosures in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers):
30
As previously reported on a Current Report on Form 8-K filed September 29, 2025, Stephen Lattig resigned from his position as Senior Vice President of Retail of the subsidiaries of CrossAmerica Partners LP effective October 31, 2025. In connection with his resignation, the Board approved a waiver of forfeiture for the portion of Mr. Lattig’s outstanding equity awards under the CrossAmerica Partners LP 2022 Incentive Award Plan (the “Plan”) that would have otherwise vested as of December 31, 2025, but for his termination of employment. Such awards will remain outstanding and will settle on the original schedule set forth in the applicable award agreement, subject to the attainment of the performance goals applicable to any award with performance-based vesting conditions. All other outstanding equity awards under the Plan that are held by Mr. Lattig were forfeited in accordance with their terms.
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101.SCH*
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104*
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* 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.
31
SIGNA
TURE
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)
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