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CrossAmerica Partners LP Reports Third Quarter 2025 Results

-
Reported Third Quarter of 2025 Net Income of $13.6 million, Adjusted EBITDA of $41.3 million and Distributable Cash Flow of $27.8 million compared to Net Income of $10.7 million, Adjusted EBITDA of $43.9 million and Distributable Cash Flow of $27.1 million for the Third Quarter of 2024
-
Reported Third Quarter of 2025 Gross Profit for the Retail Segment of $80.0 million compared to $83.6 million of Gross Profit for the Third Quarter of 2024 and Third Quarter of 2025 Gross Profit for the Wholesale Segment of $24.8 million compared to $27.6 million of Gross Profit for the Third Quarter of 2024
-
Operating expenses declined 5% from $60.8 million for the Third Quarter of 2024 to $57.5 million for the Third Quarter of 2025
-
Leverage, as defined in the CAPL Credit Facility, was 3.56 times as of September 30, 2025, compared to 4.36 times as of December 31, 2024
-
The Distribution Coverage Ratio for the Third Quarter of 2025 was 1.39 times compared to 1.36 times for the Third Quarter of 2024
-
The Board of Directors of CrossAmerica's General Partner declared a quarterly distribution of $0.5250 per limited partner unit attributable to the Third Quarter of 2025

 

Allentown, PA November 5, 2025 – CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the third quarter ended September 30, 2025.

 

“We generated solid operating results for the third quarter,” said Charles Nifong, President and CEO of CrossAmerica Partners. “Our retail same-store sales, same-store merchandise margin percentage and overall merchandise margin dollars increased during the quarter. Retail same-store fuel volumes declined, reflecting both broader market trends during the quarter and deliberate pricing strategy adjustments within our commission class of trade. We also continued to make meaningful progress on our asset-sale initiative, completing approximately $22 million in transactions during the quarter. These sales enabled us to reduce debt by a similar amount, lower operating and administrative expenses, and further advance our strategic objective of enhancing the long-term quality and performance of our portfolio.

1

 


 

 

Third Quarter Results

Consolidated Results

Key Operating Metrics

Q3 2025

Q3 2024

Net Income

$13.6M

$10.7M

Adjusted EBITDA

$41.3M

$43.9M

Distributable Cash Flow

$27.8M

$27.1M

Distribution Coverage Ratio: Current Quarter

1.39x

1.36x

Distribution Coverage Ratio: Trailing 12 Months

1.00x

1.26x

 

 

CrossAmerica reported Net Income of $13.6 million for the third quarter of 2025 compared to $10.7 million for the third quarter of 2024, primarily driven by gains from asset sales and a decline in interest expense, offset by a decline in Adjusted EBITDA year-over-year. CrossAmerica recorded a net gain from asset sales and lease terminations of $7.4 million during the third quarter of 2025, compared to $4.7 million during the third quarter of 2024. Interest expense declined from $14.1 million during the third quarter of 2024 to $11.8 million during the third quarter of 2025, due to a lower average interest rate and lower average outstanding debt balance resulting from applying proceeds from site sales during the period. Adjusted EBITDA declined by $2.6 million or 6% for the third quarter of 2025 compared to the prior year period, primarily due to a decline in fuel and rent gross profit, which was offset by a $4.0 million decrease in overall expenses during the quarter year-over-year, primarily driven by a decrease in site count associated with CrossAmerica’s real estate rationalization effort and lower legal fees and equity compensation expense. The year-over-year increase in Distributable Cash Flow and Distribution Coverage was primarily driven by declines in cash interest expense, sustaining capital expenditures and current income tax expense, partially offset by the decline in Adjusted EBITDA noted above.

 

 

Retail Segment

Key Operating Metrics

Q3 2025

Q3 2024

Retail segment gross profit

$80.0M

$83.6M

Retail segment motor fuel gallons distributed

141.8M

148.4M

Same store motor fuel gallons distributed

132.6M

137.9M

Retail segment motor fuel gross profit

$40.7M

$45.8M

Retail segment margin per gallon, before deducting credit card fees and commissions

$0.384

$0.406

Same store merchandise sales excluding cigarettes*

$75.8M

$73.1M

Merchandise gross profit*

$32.0M

$30.5M

Merchandise gross profit percentage*

28.9%

27.9%

Operating Expenses

$50.6M

$52.2M

Retail Sites (end of period)

586

597

*Includes only company operated retail sites

 

For the third quarter of 2025, the retail segment generated a 4% decrease in gross profit compared to the third quarter of 2024, primarily due to a decrease in motor fuel gross profit, partially offset by an increase in merchandise gross profit.

 

2

 


 

The motor fuel gross profit for the retail segment declined $5.0 million or 11%, attributable to a 5% decrease in the margin per gallon for the three months ended September 30, 2025, as compared to the historically strong margins in the same period in 2024. In addition, volume decreased 4% with 141.8 million of retail fuel gallons distributed during the third quarter of 2025 compared to 148.4 million gallons for the third quarter of 2024. This volume decline was primarily driven by a decrease in the base business with same store retail segment volume decreasing 4%.

 

For the third quarter of 2025, CrossAmerica’s merchandise gross profit increased 5% when compared to the third quarter of 2024, despite a 4% decrease in CrossAmerica’s average company operated site count for the quarter compared to the prior year, Same store merchandise sales excluding cigarettes increased 4% for the third quarter of 2025 when compared to the third quarter of 2024. Merchandise gross profit percentage also increased from 27.9% for the third quarter of 2024 to 28.9% for the third quarter of 2025. A contributor to the increase in merchandise gross profit was the transition of certain merchandise products from a commission basis to a gross profit model. The decrease in CrossAmerica's average company operated site count was due to the sale of certain company operated sites in connection with its real estate optimization effort, partially offset by the conversion of certain lessee dealer sites to company operated sites.

For the third quarter of 2025, operating expenses for the retail segment decreased 3% or $1.6 million primarily driven by a 4% decline in the average company operated site count due to the net impact of asset sales in connection with CrossAmerica's real estate rationalization effort, partially offset by site count increases due to the conversion of certain lessee dealer sites to company operated sites. In addition, same store operating expenses declined for the quarter, contributing to a lesser extent to the overall operating expense decline.

 

Wholesale Segment

Key Operating Metrics

Q3 2025

Q3 2024

Wholesale segment gross profit

$24.8M

$27.6M

Wholesale motor fuel gallons distributed

177.7M

186.9M

Average wholesale gross margin per gallon

$0.088

$0.090

 

 

During the third quarter of 2025, CrossAmerica’s wholesale segment gross profit decreased 10% compared to the third quarter of 2024. This was driven by a decline in motor fuel and rent gross profit primarily due to the conversion of sites between segments. Motor fuel gross profit declined 7%, primarily driven by a 5% decrease in wholesale volume distributed, a portion of which is attributable to the conversion of wholesale locations to retail locations; with the associated volume for these locations now reflected in CrossAmerica’s retail segment. This was partially offset by the sale of certain company operated and commission agent sites with continued fuel supply, converting them into independent dealer locations. In addition, CrossAmerica's average fuel margin per gallon declined 2% for the third quarter of 2025 when compared to the same period of 2024 due to less favorable market conditions during the quarter compared to the prior year period, offset by improved product sourcing costs.

 

Divestment Activity

 

During the three months ended September 30, 2025, CrossAmerica sold 29 properties for $21.9 million in proceeds, resulting in a net gain of $7.4 million. CrossAmerica maintained a supply relationship post sale with substantially all of the locations divested during the quarter. For the nine months ended September 30, 2025, a total of 96 properties were sold for $94.5 million in proceeds, resulting in a net gain of $42.5 million.

 

3

 


 

Liquidity and Capital Resources

 

As of September 30, 2025, CrossAmerica had $705.5 million outstanding under its CAPL Credit Facility. As of October 31, 2025, after taking into consideration debt covenant restrictions, approximately $232.6 million was available for future borrowings under the CAPL Credit Facility. Leverage, as defined in the CAPL Credit Facility, was 3.56 times as of September 30, 2025, compared to 4.36 times as of December 31, 2024. As of September 30, 2025, CrossAmerica was in compliance with its financial covenants under the credit facility.

Distributions

 

On October 22, 2025, the Board of the Directors of CrossAmerica’s General Partner (“Board”) declared a quarterly distribution of $0.5250 per limited partner unit attributable to the third quarter of 2025. As previously announced, the distribution will be paid on November 13, 2025, to all unitholders of record as of November 3, 2025. The amount and timing of any future distributions is subject to the discretion of the Board as provided in CrossAmerica’s Partnership Agreement.

 

Conference Call

 

The Partnership will host a conference call on November 6, 2025, at 9:00 a.m. Eastern Time to discuss the third quarter of 2025 earnings results. The conference call numbers are 800-990-4333 or 646-769-9600 and the passcode for both is 284226. A live audio webcast of the conference call and the related earnings materials, including reconciliations of any non-GAAP financial measures to GAAP financial measures and any other applicable disclosures, will be available on that same day on the investor section of the CrossAmerica website (www.crossamericapartners.com). After the live conference call, an archive of the webcast will be available on the investor section of the CrossAmerica site at https://caplp.gcs-web.com/webcasts-presentations within 24 hours after the call for a period of sixty days.

 

Non-GAAP Measures and Same Store Metrics

 

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

Same store fuel volume and same store merchandise sales include aggregated individual store results for all stores that had fuel volume or merchandise sales in all months for both periods within the same segment. Same store merchandise sales excludes other revenues such as lottery commissions and car wash sales. Certain merchandise products have been transitioned from a scan-based trading model (whereby a third party owns the inventory and CrossAmerica records a commission in other revenues) to a gross profit model (whereby CrossAmerica owns the inventory and records merchandise sales and cost of sales). Same store merchandise sales for the three and nine months ended September 30, 2024, was adjusted to gross it up for the sales that would have been recorded had CrossAmerica been on the gross profit model in the prior year.

 

4

 


 

CROSSAMERICA PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, except unit data)

 

 

 

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

 

5

 


 

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

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

 

 

6

 


 

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

 

 

 

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

 

 

7

 


 

Segment Results

Retail

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

 

Same store total system gallons sold (c)

 

 

132,623

 

 

 

137,899

 

 

 

341,505

 

 

 

353,236

 

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

 

Same store fuel volume (c)

 

 

94,832

 

 

 

97,629

 

 

 

236,513

 

 

 

243,007

 

Margin per gallon, before deducting credit card fees

 

$

0.402

 

 

$

0.437

 

 

$

0.391

 

 

$

0.391

 

Same store merchandise sales (c)

 

$

104,758

 

 

$

101,586

 

 

$

231,162

 

 

$

227,152

 

Same store merchandise sales excluding cigarettes (c)

 

$

75,781

 

 

$

73,079

 

 

$

164,611

 

 

$

160,810

 

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 CrossAmerica's 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 CrossAmerica's real estate rationalization effort.

(c) Same store fuel volume and same store merchandise sales include aggregated individual store results for all stores that had fuel volume or merchandise sales in all months for both periods. Same store merchandise sales excludes other revenues such as lottery commissions and car wash sales. Certain merchandise products have been transitioned from a scan-based trading model (whereby a third party owns the inventory and CrossAmerica records a commission in other revenues) to a gross profit model (whereby CrossAmerica owns the inventory and records merchandise sales and cost of sales). Same store merchandise sales for the three and nine months ended September 30, 2024, was adjusted to gross it up for the sales that would have been recorded had CrossAmerica been on the gross profit model in the prior year.

8

 


 

 

Wholesale

The following table highlights the results of operations and certain operating metrics of the Wholesale 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, CrossAmerica distributed motor fuel to sub-wholesalers who distributed to additional sites.

(b) The increase in the independent dealer site count was primarily attributable to the sale of certain lessee dealer 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 count was primarily attributable to the sale of certain lessee dealer sites in connection with CrossAmerica's 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.

 

 

9

 


 

Supplemental Disclosure Regarding Non-GAAP Financial Measures

 

CrossAmerica uses the non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income (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 CrossAmerica’s financial performance without regard to financing methods, capital structure or income taxes and the ability to incur and service debt and to fund capital expenditures. In addition, Adjusted EBITDA is used to assess the operating performance of the Partnership’s business on a consistent basis by excluding the impact of items which do not result directly from the wholesale distribution of motor fuel, the leasing of real property, or the day to day operations of CrossAmerica’s retail site activities. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are also used to assess the ability to generate cash sufficient to make distributions to CrossAmerica’s unitholders.

 

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

 

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 the 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

 

 

10

 


 

(a) During the three months ended September 30, 2025, CrossAmerica recorded $7.4 million in net gains in connection with its ongoing real estate rationalization effort. During the three months ended September 30, 2024, CrossAmerica recorded $5.3 million in net gains in connection with its ongoing real estate rationalization effort, partially offset by $0.6 million of net losses on lease terminations and asset disposals. During the nine months ended September 30, 2025, CrossAmerica recorded $42.5 million in net gains in connection with its 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, CrossAmerica recorded a $16.0 million loss on lease terminations with Applegreen, including a $1.5 million non-cash write-off of deferred rent income. In addition, CrossAmerica recorded $2.3 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income. CrossAmerica recorded an $11.8 million net gain in connection with its ongoing real estate rationalization effort.

(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 CrossAmerica's long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes or to maintain the sites in conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.

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

About CrossAmerica Partners LP

CrossAmerica Partners LP is a leading wholesale distributor of motor fuels, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is indirectly owned and controlled by entities affiliated with Joseph V. Topper, Jr., the founder of CrossAmerica Partners and a member of the board of the general partner since 2012. Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,600 locations and owns or leases approximately 1,000 sites. With a geographic footprint covering 34 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Marathon, Valero, Phillips 66 and other major brands. CrossAmerica Partners LP ranks as one of ExxonMobil’s largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.

Contact

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

Cautionary Statement Regarding Forward-Looking Statements

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

 

11