Financial Performance - For the three months ended September 30, 2022, operating revenues increased to $1,274,407, a 29.3% increase from $985,122 in the same period of 2021[15] - Gross profit for the nine months ended September 30, 2022, was $282,505, representing a 44.2% increase compared to $195,693 for the same period in 2021[15] - Net income for the three months ended September 30, 2022, was $27,593, up from $8,852 in the same period of 2021, marking a significant increase of 211.5%[15] - Net income for the nine months ended September 30, 2022, was $46,606,000, a significant increase from $9,674,000 in the same period of 2021, representing a growth of 382%[19] - Operating income for the three months ended September 30, 2022, was $39,639 thousand, compared to $12,588 thousand for the same period in 2021, reflecting a significant improvement[105] Assets and Liabilities - The total current assets as of September 30, 2022, were $122,566, an increase of 15.3% from $106,315 as of December 31, 2021[12] - Total liabilities decreased to $1,163,876 as of September 30, 2022, down from $1,213,584 as of December 31, 2021, reflecting a reduction of 4.1%[12] - The company’s inventory as of September 30, 2022, was $47,258, slightly up from $46,100 as of December 31, 2021, showing a growth of 2.5%[12] - The total equity as of September 30, 2022, was $57,113, a marginal increase from $56,558 as of December 31, 2021, reflecting a growth of 1.0%[12] - As of September 30, 2022, total debt and finance lease obligations amounted to $767.1 million, down from $829.8 million at the end of 2021[46] Cash Flow and Investments - Net cash provided by operating activities increased to $126,460,000 for the nine months ended September 30, 2022, compared to $76,267,000 for the same period in 2021, reflecting a growth of 66%[19] - Net cash used in investing activities was $(24,169,000) for the nine months ended September 30, 2022, compared to $(283,200,000) in the same period of 2021, showing a significant reduction of 91%[19] - Net cash (used in) provided by financing activities was $(98,151,000) for the nine months ended September 30, 2022, compared to $214,667,000 in the same period of 2021, indicating a shift in cash flow[19] - Cash and cash equivalents increased to $11,788 as of September 30, 2022, from $7,648 as of December 31, 2021, indicating a growth of 54.0%[12] - Cash distributions for the quarter ended September 30, 2022, were $19,913,000, maintaining a distribution of $0.5250 per unit[98] Revenue Sources - Revenues from fuel sales to external customers for the nine months ended September 30, 2022, reached $3,552,873 thousand, up 55.5% from $2,288,440 thousand in the prior year[105] - Intersegment revenues from fuel sales for the nine months ended September 30, 2022, totaled $1,235,496 thousand, compared to $604,043 thousand in the same period of 2021[105] - Revenues from TopStar for the three months ended September 30, 2022, were $18.6 million, compared to $15.7 million for the same period in 2021, representing a 18.5% increase[63] Expenses - Operating expenses for the nine months ended September 30, 2022, totaled $211,455, which is a 20.0% increase from $176,182 in the same period of 2021[15] - Expenses under the Omnibus Agreement totaled $22.4 million for the three months ended September 30, 2022, compared to $16.9 million for the same period in 2021, reflecting a 32.5% increase[65] - Rent expense under lease agreements with the Topper Group was $2.6 million for the three months ended September 30, 2022, compared to $2.3 million for the same period in 2021[64] Tax and Income - Income tax expense for the three months ended September 30, 2022, was $3.8 million, compared to a benefit of $(1.1) million for the same period in 2021[92] - The effective tax rate differs from the combined federal and state statutory rate primarily due to only certain subsidiaries being subject to income tax[92] - The company reported a basic earnings per common unit of $0.71 for the three months ended September 30, 2022, compared to $0.23 for the same period in 2021, representing a growth of 208.7%[15] Acquisitions and Agreements - The acquisition of assets from Community Service Stations, Inc. was agreed for a purchase price of $27.5 million, expected to close in Q4 2022[34][35] - The final three properties from a 106-site acquisition from 7-Eleven were purchased for $3.6 million, with $1.8 million payable by February 2027[36] Risk and Management - Management believes that the financial statements provide adequate disclosures to avoid misleading information, despite being unaudited[25] - The company operates in two segments: wholesale and retail, with wholesale focusing on motor fuel distribution and retail on sales at operated sites[101] - No significant changes to market risk have occurred since December 31, 2021, indicating stability in the company's risk profile[220]

Financial Data and Key Metrics Changes - Net income for Q2 2022 was $14 million, up from $4.8 million in Q2 2021, driven by increases in operating income in both wholesale and retail segments [22] - Adjusted EBITDA increased by 39% to $41.4 million compared to $29.7 million in Q2 2021 [23] - Distributable cash flow rose 30% to $32.4 million from $25 million in Q2 2021, with distribution coverage at 1.63x compared to 1.26x in the prior year [23] Business Line Data and Key Metrics Changes - Wholesale fuel gross profit increased 33% to $40.5 million, with wholesale segment gross profit up 24% to $55 million [8] - Retail segment gross profit surged 66% to $13.9 million, with motor fuel gross profit up 89% and merchandise gross profit rising 68% year-over-year [12] - Same-site retail volume increased by 2%, contrasting with a 6% decline in wholesale same-site fuel volume [12][10] Market Data and Key Metrics Changes - National gasoline demand was down year-over-year for all but one week in the quarter, impacting wholesale fuel volume [9] - Despite lower fuel volumes, the fuel margin per gallon increased by 28% to $0.118, attributed to better sourcing costs and increased volume from company-operated retail sites [10] Company Strategy and Development Direction - The company continues to focus on integrating assets acquired from 7-Eleven and is nearing completion of EMV conversion and rebranding efforts [27] - Ongoing evaluation of the portfolio for divestment of non-core properties is part of the strategy to recycle capital for growth opportunities [18] Management's Comments on Operating Environment and Future Outlook - Management noted a decline in GDP and indicated that economic activity was slowing, yet the company posted strong results, demonstrating resilience [20] - The company is well-positioned to succeed and provide attractive financial returns across various economic environments [20] Other Important Information - Operating expenses increased due to the addition of 7-Eleven sites, with a 69% increase in average company-operated site count [16] - G&A expenses decreased by 17% year-over-year, primarily due to lower acquisition-related costs [18] - Inflation has impacted product costs, with increases of 6% to 8% in certain categories, and the company is adjusting pricing strategies accordingly [15] Q&A Session Summary - No questions were raised during the Q&A session, and the operator concluded the call [31][32]

PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents CrossAmerica Partners LP's unaudited condensed consolidated financial statements for the periods ended June 30, 2022, including balance sheets, statements of operations, cash flows, and equity [Condensed Notes to Consolidated Financial Statements](index=9&type=section&id=Condensed%20Notes%20to%20Consolidated%20Financial%20Statements) These notes provide detailed explanations of the financial statements, covering business description, accounting policies, acquisitions, debt, related-party transactions, and segment reporting - The company's business is comprised of four main activities: wholesale distribution of motor fuels, owning/leasing and renting retail sites, retail sale of motor fuels, and operation of retail sites with convenience merchandise[24](index=24&type=chunk) - In February 2022, the company closed on the final three properties of its 106-site acquisition from 7-Eleven for a purchase price of **$3.6 million**, funded primarily through the JKM Credit Facility[34](index=34&type=chunk) - On March 29, 2022, the company's subsidiary, Holdings, issued **$25 million** in Series A Preferred Interests to related parties, carrying a **9% per annum preferred return**, with proceeds used to prepay debt under the Term Loan Facility[84](index=84&type=chunk) Segment Operating Income (Unaudited) | Segment | Three Months Ended June 30, 2022 ($ thousands) | Three Months Ended June 30, 2021 ($ thousands) | Six Months Ended June 30, 2022 ($ thousands) | Six Months Ended June 30, 2021 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Wholesale** | 44,264 | 33,244 | 81,121 | 58,149 | | **Retail** | 3,420 | 953 | 4,096 | 1,246 | Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2022 ($ thousands) | December 31, 2021 ($ thousands) | | :--- | :--- | :--- | | **Total current assets** | 135,445 | 106,315 | | **Total assets** | 1,275,408 | 1,270,142 | | **Total current liabilities** | 178,544 | 163,890 | | **Total debt and finance lease obligations** | 801,006 | 829,844 | | **Total liabilities** | 1,204,321 | 1,213,584 | | **Total equity** | 46,094 | 56,558 | Consolidated Statements of Operations Highlights (Unaudited) | Metric | Three Months Ended June 30, 2022 ($ thousands) | Three Months Ended June 30, 2021 ($ thousands) | Six Months Ended June 30, 2022 ($ thousands) | Six Months Ended June 30, 2021 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Operating revenues** | 1,475,033 | 859,334 | 2,568,244 | 1,516,618 | | **Gross profit** | 88,945 | 65,094 | 167,775 | 119,962 | | **Operating income** | 21,072 | 8,162 | 30,791 | 7,298 | | **Net income** | 13,966 | 4,789 | 19,013 | 822 | | **Basic and diluted EPS** | $0.35 | $0.13 | $0.49 | $0.02 | Consolidated Statements of Cash Flows Highlights (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2022 ($ thousands) | Six Months Ended June 30, 2021 ($ thousands) | | :--- | :--- | :--- | | **Net cash provided by operating activities** | 54,659 | 41,014 | | **Net cash used in investing activities** | (14,429) | (20,392) | | **Net cash used in financing activities** | (44,306) | (20,514) | | **Net (decrease) increase in cash** | (4,076) | 108 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition and operating results, covering recent developments, profitability factors, segment analysis, liquidity, and non-GAAP reconciliations [Recent Developments](index=24&type=section&id=Recent%20Developments) Key recent developments include the completion of the 7-Eleven site acquisition and the issuance of **$25 million** in Series A Preferred Interests to prepay debt - In February 2022, the company finalized its 106-site acquisition from 7-Eleven, closing on the last three properties for **$3.6 million**[117](index=117&type=chunk) - In March 2022, the company's subsidiary issued **$25 million** in Series A Preferred Interests to affiliates of board members Joseph V. Topper, Jr. and John B. Reilly, III, with proceeds used to prepay debt[119](index=119&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Operating revenues and gross profit significantly increased in Q2 and H1 2022, driven by higher motor fuel prices and contributions from the 7-Eleven acquisition Consolidated Results Comparison (Q2 2022 vs Q2 2021) | Metric | Q2 2022 ($ thousands) | Q2 2021 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Operating revenues** | 1,475,033 | 859,334 | +72% | | **Gross profit** | 88,945 | 65,094 | +37% | | **Net income** | 13,966 | 4,789 | +192% | Wholesale Segment Performance (Q2 2022 vs Q2 2021) | Metric | Q2 2022 | Q2 2021 | Change (%) | | :--- | :--- | :--- | :--- | | **Gross Profit ($ thousands)** | 54,954 | 44,192 | +24% | | **Operating Income ($ thousands)** | 44,264 | 33,244 | +33% | | **Wholesale margin per gallon** | $0.118 | $0.092 | +28% | Retail Segment Performance (Q2 2022 vs Q2 2021) | Metric | Q2 2022 ($ thousands) | Q2 2021 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Gross Profit** | 34,946 | 21,075 | +66% | | **Operating Income** | 3,420 | 953 | +259% | | **Motor fuel gross profit** | 9,329 | 4,937 | +89% | | **Merchandise gross profit** | 20,165 | 11,969 | +68% | [Non-GAAP Financial Measures](index=33&type=section&id=Non-GAAP%20Financial%20Measures) This section reconciles non-GAAP measures like EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, showing strong distribution coverage Non-GAAP Financial Measures Reconciliation (Unaudited) | Metric | Three Months Ended June 30, 2022 ($ thousands) | Three Months Ended June 30, 2021 ($ thousands) | Six Months Ended June 30, 2022 ($ thousands) | Six Months Ended June 30, 2021 ($ thousands) | | :--- | :--- | :--- | :--- | :--- | | **Net income** | 13,966 | 4,789 | 19,013 | 822 | | **Adjusted EBITDA** | 41,383 | 29,705 | 73,351 | 50,370 | | **Distributable Cash Flow** | 32,411 | 25,005 | 56,659 | 40,758 | | **Distribution Coverage Ratio** | 1.63x | 1.26x | 1.42x | 1.02x | [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources include cash from operations and credit facilities, with total debt at **$801 million** and reduced capital expenditures for H1 2022 - As of August 4, 2022, availability under the CAPL Credit Facility was **$135.5 million** and under the JKM Credit Facility was **$10.0 million**[195](index=195&type=chunk)[196](index=196&type=chunk) - The company paid distributions of **$0.5250 per unit** for each of the first two quarters of 2022, totaling approximately **$39.8 million** for the six-month period[191](index=191&type=chunk)[192](index=192&type=chunk) Capital Expenditures and Acquisitions (Unaudited) | Category | Six Months Ended June 30, 2022 ($ thousands) | Six Months Ended June 30, 2021 ($ thousands) | | :--- | :--- | :--- | | **Sustaining capital** | 3,217 | 2,432 | | **Growth** | 13,186 | 19,479 | | **Acquisitions** | 1,885 | 4,166 | | **Total** | **18,288** | **26,077** | [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) No significant changes to the company's market risk have occurred since December 31, 2021, with further details available in the Annual Report on Form 10-K - No significant changes to the company's market risk have occurred since December 31, 2021[207](index=207&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2022[208](index=208&type=chunk) - There were no material changes in internal control over financial reporting during the three months ended June 30, 2022[209](index=209&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) This section references legal proceedings from Note 11, indicating no anticipated material adverse effect on the company's financial position - The company is party to various lawsuits and legal proceedings arising in the ordinary course of business, but management does not believe these will have a material adverse effect on its consolidated financial position, results of operations, or cash flows[73](index=73&type=chunk)[210](index=210&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021 - There were no material changes in the risk factors disclosed in the company's Form 10-K during the period covered by this report[211](index=211&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including certifications from executive officers and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL data files (Exhibit 101 series)[213](index=213&type=chunk)

CrossAmerica Partners LP (NYSE:CAPL) Q1 2022 Earnings Conference Call May 10, 2022 9:00 AM ET Company Participants Maura Topper - Chief Financial Officer Charles Nifong - Chief Executive Officer and President Conference Call Participants Maura Topper Good morning and thank you for joining the CrossAmerica Partners First Quarter 2022 Earnings Call. With me today is; Charles Nifong, CEO and President. Charles will provide some opening comments, a brief overview of CrossAmerica’s operational performance and hi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 Jurisdict ...

| --- | --- | --- | --- | |-------|---------------|---------------------|-------| | | | | | | | | | | | | | | | | | | | | | | | Fourth Quarter 2021 | | | | | | | | | Earnings Call | | | | | March 2022 | | | Fourth Quarter 2021 Earnings Call March 2022 Forward Looking Statement Statements contained in this presentation that state the Partnership's or management's expectations or predictions of the future are forward-looking statements. The words "believe," "expect," "should," "intends," "anticipates", "estim ...

Financial Data and Key Metrics Changes - For Q4 2021, net income was $12 million, up from $9 million in Q4 2020, driven by increased operating income in both wholesale and retail segments [20] - Adjusted EBITDA for Q4 2021 reached $37 million, a 51% increase compared to Q4 2020 [20] - Distributable cash flow for Q4 2021 was $31 million, an 18% increase from $26.2 million in Q4 2020 [21] - For the full year 2021, adjusted EBITDA was $123.3 million, a 15% increase over 2020 [22] Business Line Data and Key Metrics Changes - Wholesale fuel gross profit for Q4 2021 was $36.3 million, a 51% increase year-over-year, with wholesale segment gross profit at $49.4 million, up 34% [7] - Retail segment gross profit rose to $12.6 million, a 64% increase compared to Q4 2020, with motor fuel gross profit increasing by 76% [9] - For the full year 2021, retail gross profit increased by 77% to $100.8 million, with same-store volume up 15% compared to 2020 [14] Market Data and Key Metrics Changes - Wholesale fuel volume for Q4 2021 was 356.9 million gallons, a 16% increase year-over-year [7] - Same-site volume performance in wholesale was up approximately 6% year-over-year for Q4 2021, and 9% for the full year [8] - Retail same-site sales increased by 5% for the full year 2021 compared to 2020, and 11% compared to 2019 [14] Company Strategy and Development Direction - The company aims to improve customer experience and operational efficiency while positioning its portfolio for future growth [18] - The integration of 7-Eleven sites is a key focus, with efforts to maximize their long-term potential [15] - The company plans to divest non-core properties while maintaining fuel supply to certain locations, expecting to generate similar or higher annual EBITDA from divested properties [16] Management's Comments on Operating Environment and Future Outlook - Management noted that while gasoline demand destruction due to high prices has not yet been observed, it is being closely monitored [29] - There is a belief in a structural shift towards higher margins in the fuel market, attributed to various industry pressures [32] - The company is optimistic about its financial position entering 2022, with plans to reduce leverage over the next 12 to 24 months [26] Other Important Information - The company experienced a drop in retail store sales and volume during the Omicron surge at the end of 2021, but has seen an improving trend since mid-January 2022 [12] - Capital expenditures for Q4 2021 totaled $9.5 million, with $8.7 million being growth-related [24] Q&A Session Summary Question: Thoughts on gasoline demand destruction due to high prices - Management has not observed demand destruction yet but is monitoring the situation closely [29] Question: Key drivers of higher margins and sustainability - Management attributes higher margins to a structural shift in the market and believes this higher margin environment may continue [32]

Financial Performance - The wholesale segment generated revenues of $3.1 billion and operating income of $138 million in 2021[30]. - The retail segment generated revenues of $1.4 billion and operating income of $5.5 million in 2021[45]. - Motor fuel revenues accounted for 91% of total revenues in 2021, with motor fuel gross profit making up 54% of total gross profit[88]. - Rental income for 2021 was $83.2 million, consistent with 2020, but down from $90.1 million in 2019[43]. - A $10 per barrel change in crude oil prices is estimated to impact annual wholesale motor fuel gross profit by approximately $2.8 million[31]. - Significant increases in wholesale motor fuel costs could lead to lower gross profit dollars, impacting consumer demand and overall financial performance[90]. - The actual amount of cash available for distribution will depend on various factors, including demand for motor fuel products and operating costs[78]. - The company aims to generate sufficient cash flows to make quarterly cash distributions to unitholders while maintaining leverage discipline[52]. Operations and Distribution - As of December 31, 2021, the company distributed motor fuel to approximately 1,750 sites across 34 states[26]. - The company owns or leases approximately 1,150 sites, with 252 operated as company-operated sites[26]. - The average remaining distribution contract term for independent dealers was 5.3 years as of December 31, 2021[33]. - The average remaining lease agreement term for lessee dealers was 3.1 years as of December 31, 2021[36]. - The company has a weighted-average remaining term of approximately 4.9 years for its supply agreements as of December 31, 2021[56]. - The wholesale segment purchased approximately 37% of its motor fuel from ExxonMobil, 22% from BP, 11% from Motiva, and 10% from Marathon in 2021[56]. - The company relies on four principal suppliers for the majority of its motor fuel, which poses a risk to its operations[72]. - The company does not operate its own fleet but relies on common carriers for product distribution, which could be jeopardized by external disruptions[105]. - The company relies on third-party transportation providers for all motor fuel distribution, and any disruption could adversely affect its financial condition and operations[138]. Market and Competition - The company faces intense competition in both wholesale motor fuel distribution and the convenience store industry[70]. - The company faces intense competition in the wholesale and retail motor fuel markets, which could adversely affect margins and financial results[92]. - Economic conditions, such as recession or inflation, could negatively impact consumer spending and demand for motor fuel and convenience items[96]. - The business exhibits substantial seasonality, with sales volumes historically highest in the second and third quarters[59]. - Seasonal fluctuations affect motor fuel sales, with higher revenues typically seen in the second and third quarters due to increased consumer demand during summer[91]. Risks and Challenges - The company is closely monitoring the impact of the COVID-19 pandemic on its business operations[68]. - Labor shortages due to COVID-19 and macroeconomic factors have negatively impacted operations, potentially increasing costs related to overtime and temporary staffing[108]. - Compliance with extensive government laws and regulations can materially affect operating results and financial condition[109]. - The company faces risks related to environmental laws and potential liabilities for contamination, which could lead to substantial remediation costs[115]. - Changes in credit or debit card expenses could reduce gross profit, particularly on motor fuel sold at company-operated retail sites[93]. - Unfavorable weather conditions could adversely affect operations and reduce the ability to make distributions to unitholders[126]. Debt and Financing - As of December 31, 2021, the company had total debt of $630.6 million and $112.7 million of availability under its revolving CAPL Credit Facility[148]. - A significant increase in interest rates could adversely affect the company's ability to service its debt and may lead to a decline in the market price of its common units[150]. - The company may incur increased interest expenses from additional borrowings to finance growth, impacting cash available for distribution[172]. - The company has significant debt covenants that may limit its flexibility in obtaining additional financing and pursuing business opportunities[154]. Management and Governance - The company is dependent on its ability to attract and retain a strong management team, which is critical for its business success[129]. - The company’s General Partner can make decisions that may not align with the interests of common unitholders, including asset purchases and capital expenditures[165][174]. - The company’s management services are provided by the Topper Group, and termination of this agreement could lead to increased costs or business interruptions[168]. - The Partnership Agreement allows the General Partner to limit its fiduciary duties and conduct business without unitholder approval, potentially affecting cash distributions[165][167]. Taxation and Regulatory Issues - The company may be subject to entity-level taxation if treated as a corporation for U.S. federal income tax purposes, which would significantly reduce cash available for distribution[195]. - Unitholders may have liability to repay distributions if they are deemed impermissible under Delaware law[190]. - The U.S. federal income tax treatment of publicly traded partnerships may be subject to legislative changes that could retroactively affect the partnership status[200]. - Any modifications to U.S. federal income tax laws could negatively impact the value of investments in common units[201]. - The IRS may challenge the company's proration method for allocating income, gain, loss, and deduction among unitholders, which could affect tax liabilities[212]. Acquisitions and Growth Strategy - The company has completed acquisitions totaling approximately $1.5 billion, including around 1,000 fee and leasehold sites and 700 wholesale fuel supply contracts[53]. - The company’s growth strategy is dependent on making accretive acquisitions, which may be limited by market conditions and competition[81]. - In 2021, the company acquired 103 sites, while divesting 45 sites, resulting in a net change to end the year with 1,156 total sites[221].

Financial Data and Key Metrics Changes - For Q3 2021, net income was $8.8 million compared to $21.2 million in Q3 2020, with the previous year benefiting from a $12.9 million gain from property sales [21] - Adjusted EBITDA increased by 20% year-over-year to $35.9 million [22] - Distributable cash flow rose by 2% year-over-year to $30.4 million [22] - Distribution coverage for the current quarter was 1.53 times, slightly up from 1.50 times in Q3 2020 [22] Business Line Data and Key Metrics Changes - Wholesale fuel gross profit was $34.1 million, an increase of 11% year-over-year, driven by volume and margin increases [8] - Retail segment gross profit rose by 43% year-over-year to $8.4 million, with motor fuel gross profit increasing by 122% [13] - Retail volume on a same-site basis was up 14% year-over-year, while inside sales were flat compared to last year but up 9% relative to 2019 [13][14] Market Data and Key Metrics Changes - Wholesale fuel volume was 355 million gallons, an 8% increase compared to Q3 2020 [8] - Crude oil prices increased by 73% from $40.89 per barrel in Q3 2020 to $70.58 per barrel in Q3 2021 [10] - The company experienced a mixed to negative macro fuel margin environment despite the increase in wholesale fuel margin per gallon [11] Company Strategy and Development Direction - The company is focused on integrating newly acquired 7-Eleven sites and evaluating opportunities to divest non-core properties [18] - There is a strong pipeline of transactions expected, with plans to recycle capital for growth opportunities [19] - The company aims to reduce leverage over the next 12 to 24 months while maintaining a stable distribution rate [28] Management's Comments on Operating Environment and Future Outlook - Management noted that labor shortages are impacting retail operations, with expectations that this tight labor market will continue for several quarters [33] - There is uncertainty regarding the permanence of changes in fuel margin dynamics due to the pandemic, but current trends suggest a shift towards higher fuel margins [34][35] - The integration of 7-Eleven sites is progressing well, and management is optimistic about their future performance [29] Other Important Information - The company closed on 98 sites from the 7-Eleven acquisition for a total consideration of $262 million [17] - Capital expenditures for Q3 2021 totaled $10.5 million, with $9.5 million allocated to growth-related projects [23] - The company has amended its credit agreements to provide financial flexibility for ongoing acquisitions [26] Q&A Session Summary Question: Can you talk about labor market conditions? - Management indicated that labor shortages are prevalent, requiring adjustments in pay rates, and expect this tightness to persist for several quarters [33] Question: Can you elaborate on the divergence in wholesale fuel margins? - Management acknowledged a shift in market dynamics, with operators now placing more emphasis on fuel margins due to increased costs and changing sales patterns [34] Question: What is the timeline for the remaining 7-Eleven stores? - Management stated that the final three stores are in Philadelphia and are awaiting permits, but their impact on the overall acquisition is not material [37] Question: What is the current M&A market activity? - Management expressed a cautious approach to new acquisitions, focusing on integrating existing assets and reducing leverage before pursuing further opportunities [38]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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 Juris ...