Financial Performance - Operating revenues for the three months ended March 31, 2021, were $657,284, compared to $391,695 for the same period in 2020, representing an increase of approximately 68%[21] - Gross profit for the three months ended March 31, 2021, was $54,868, up from $35,729 in the prior year, reflecting a growth of about 53%[21] - The net loss for the three months ended March 31, 2021, was $(3,967), a significant decrease from a net income of $72,061 for the same period in 2020[24] - Operating expenses for the three months ended March 31, 2021, totaled $55,084, compared to $32,430 in the same period of 2020, reflecting an increase of about 70%[21] - The company reported a basic and diluted loss per common unit of $(0.10) for the three months ended March 31, 2021, compared to earnings of $2.00 per unit in the prior year[21] - For the three months ended March 31, 2021, the company reported a net loss of $3,967,000, compared to a net income of $71,928,000 for the same period in 2020[26] - The company experienced a comprehensive loss of $1,719,000 for the three months ended March 31, 2021, compared to a comprehensive income of $71,264,000 for the same period in 2020[26] - Operating income for the consolidated entity was a loss of $0.9 million for Q1 2021, compared to an income of $77.4 million for Q1 2020[101] Assets and Liabilities - Total current assets increased to $80,864 as of March 31, 2021, from $74,821 at December 31, 2020, marking an increase of approximately 8%[17] - Total liabilities rose to $922,531 as of March 31, 2021, compared to $904,674 at December 31, 2020, indicating an increase of about 2%[17] - The total equity as of March 31, 2021, was $87,406,000, a decrease from $109,668,000 at the end of 2020[26] - Total debt and finance lease obligations increased to $545,515,000 as of March 31, 2021, up from $533,187,000 as of December 31, 2020[52] - The revolving credit facility had a balance of $526,141,000 as of March 31, 2021, compared to $513,180,000 as of December 31, 2020[52] - Environmental liabilities recorded on the balance sheet totaled $4,000,000 as of March 31, 2021, slightly up from $3,900,000 as of December 31, 2020[79] Cash Flow - Cash and cash equivalents at the end of the period were $954, up from $513 at the beginning of the period, representing an increase of approximately 86%[24] - Net cash provided by operating activities was $17,668 for the three months ended March 31, 2021, compared to $17,794 in the same period of 2020, showing a slight decrease[24] - Net cash provided by operating activities showed a change of $2,887 thousand for the three months ended March 31, 2021, compared to a negative $810 thousand for the same period in 2020[106] - Cash paid for interest was $2,996 thousand in Q1 2021, down from $5,330 thousand in Q1 2020[107] Inventory and Impairment - Retail site merchandise inventory was valued at $11,437,000 as of March 31, 2021, a decrease from $11,969,000 at the end of 2020[47] - The company recorded impairment charges of $2.3 million during the three months ended March 31, 2021, primarily related to sites classified within assets held for sale[48] Revenue Sources - Revenues from fuel sales to external customers were $398.5 million in the wholesale segment and $197.5 million in the retail segment for Q1 2021, compared to $302.1 million and $65.8 million, respectively, in Q1 2020[101] - Revenues from TopStar, an affiliated entity, were $11,200,000 for the three months ended March 31, 2021, compared to $100,000 for the same period in 2020[63] - Approximately 12% of the company's rental income for the three months ended March 31, 2021, was derived from one multi-site operator[36] Acquisitions and Investments - The company entered into an Asset Purchase Agreement with 7-Eleven to acquire assets related to 106 company-operated sites for an aggregate purchase price of $263.0 million[109] - The acquisition includes real property, leasehold rights, and inventory, with the majority of sites currently operating under the Speedway brand[110] - The transaction is expected to be financed through undrawn capacity under the existing revolving credit facility, cash on hand, and/or additional debt financing[110] - The initial closing of the acquisition is subject to certain conditions, including FTC approval and customary closing conditions[113] - The company expanded its retail operations by acquiring 169 sites on April 14, 2020, which included 154 company-operated sites[41] Other Financial Metrics - The weighted-average common units outstanding increased to 37,869,259 for the three months ended March 31, 2021, from 35,994,972 in the same period of 2020[21] - The partnership declared cash distributions of $0.5250 per common unit for both Q1 2021 and Q1 2020, with total distributions paid amounting to $19.9 million in Q1 2021[96] - The balance of unamortized costs incurred to obtain certain contracts with customers was $8.7 million as of March 31, 2021, compared to $8.3 million at December 31, 2020[103] - The partnership recorded an income tax benefit of $0.3 million for Q1 2021 due to losses incurred by corporate subsidiaries[91] - Phantom units granted in February 2021 included 1,509 units to each of three non-employee directors, vesting in July 2021[88] Market and Risk Factors - No significant changes to market risk have occurred since December 31, 2020[209] - The partnership operates in two segments: Wholesale and Retail, with total revenues from the Wholesale segment at $561.8 million and the Retail segment at $239.9 million for Q1 2021[101] - The partnership is subject to a statutory requirement that non-qualifying income cannot exceed 10% of total gross income for the calendar year, which was adhered to in the reporting period[89]

Financial Data and Key Metrics Changes - For Q4 2020, the wholesale fuel volume increased by 22% compared to Q4 2019, primarily due to acquisitions and exchanges, despite the impact of COVID-19 [9] - The wholesale fuel margin per gallon increased by 15% year-over-year, driving a 39% increase in wholesale fuel gross profit for the quarter [9] - Adjusted EBITDA for Q4 2020 was $24.4 million, a decline of 4% compared to the same period in 2019, while distributable cash flow increased by 40% to $26.2 million [43][44] - For the full year 2020, adjusted EBITDA was $107.4 million, representing a 4% increase, and distributable cash flow increased by 28% to $102.5 million [25][46] Business Line Data and Key Metrics Changes - Rental gross profit for Q4 2020 was $14.2 million, down 14% year-over-year due to lease terminations related to acquisitions [15] - Inside store sales for retail sites were up in the mid- to high single digits year-over-year, despite declines during the COVID-19 mitigation efforts [18] - The average company-operated site count increased to 149 from 0 in Q4 2019, contributing to increased operating expenses [21][46] Market Data and Key Metrics Changes - Same-store volume performance showed a decline in the low double digits year-over-year for Q4 2020, with a sharp drop during Thanksgiving week [10] - The percentage of wholesale fuel gallons from dealer tank wagon (DTW) increased to approximately 29% from 18% in Q4 2019 [13] Company Strategy and Development Direction - The company aims to optimize operations of acquired assets to provide stable cash flows and maximize investment returns [36] - The focus remains on maintaining relationships with major oil companies and exploring acquisition opportunities [37][39] - The company has a disciplined approach to acquisitions, seeking strong sites with long-term prospects at reasonable prices [40] Management's Comments on Operating Environment and Future Outlook - Management noted that the tax benefits realized in 2020 were primarily due to accelerated depreciation from acquisitions, which may not continue in the future [53][54] - The M&A environment remains active, but there is friction between buyers and sellers regarding expectations due to COVID-19 impacts [60] Other Important Information - The company completed several strategic transactions during 2020, including an equity restructuring agreement and multiple asset exchanges [30][31][34] - The company ended Q4 2020 with a leverage ratio of 4.06x, an improvement from 4.7x at the end of 2019 [47] Q&A Session Summary Question: Tax benefits realized in 2020 - Management explained that the main tax benefit was from accelerated depreciation due to acquisitions, and future benefits may decrease if acquisitions slow down [53][54] Question: CapEx spend for the year - Management discussed that CapEx was driven by dispenser upgrades for EMV compliance and brand conversions, with reimbursements expected over time [56][57] Question: Environment for M&A - Management indicated that the M&A environment is active, but there are differing expectations between buyers and sellers regarding the impact of COVID-19 [60]

Financial Performance - Net income for the full year 2020 increased by 494% to $107456 thousand compared to $18076 thousand in 2019[4,14] - Distributable Cash Flow for the full year 2020 increased by 28% to $102468 thousand compared to $80123 thousand in 2019[4,14] - Adjusted EBITDA for the full year 2020 increased by 4% to $107416 thousand compared to $103703 thousand in 2019[4,14] - Wholesale fuel gross profit increased by 43% to $102785 thousand for the full year 2020 compared to $71918 thousand in 2019[4] - Distribution coverage improved to 1.31x for the full year 2020 from 1.11x in 2019[15] Operational Highlights - Total volume of gallons distributed increased by 11% to 1116788 thousand gallons for the full year 2020 compared to 1003994 thousand gallons in 2019[4] - Wholesale fuel margin per gallon increased by 28% year-over-year from $0072 to $0092 for the full year 2020[4,6] - Rental gross profit decreased by 7% to $58019 thousand for the full year 2020 compared to $62646 thousand in 2019[4] - Operating expenses increased by 73% to $90928 thousand for the full year 2020 compared to $52554 thousand in 2019[4] Strategic Initiatives - Completed the NWF/175% CST Fuel Supply Exchange with Couche-Tard/Circle K[8] - Completed the acquisition of retail/wholesale assets, including retail operations at 169 sites and wholesale fuel supply to 110 sites[10]

Revenue Segments - The Wholesale segment generated revenues of $1.6 billion in 2020, distributing motor fuel to approximately 1,700 sites across 34 states[23]. - The Retail segment generated revenues of $680 million in 2020, including sales from company-operated retail sites and convenience merchandise[41]. - Wholesale motor fuel revenues accounted for 89% of total revenues, with gross profit from motor fuel at 54% of total gross profit for 2020[83]. Operations and Assets - As of December 31, 2020, the company operated 150 retail sites, having acquired retail and wholesale assets on April 14, 2020[20][41]. - The company owns or leases approximately 1,100 sites, with 58% of properties leased to dealers or utilized in retail business[20][37]. - The company has completed acquisitions totaling approximately 900 fee and leasehold sites for a total consideration of approximately $1.2 billion since its IPO[48]. Supply Chain and Distribution - Approximately 90% of the motor fuel distributed in 2020 was branded, with the company being one of the ten largest independent distributors by motor fuel volume in the U.S.[25]. - For 2020, the Wholesale segment purchased approximately 29% of its motor fuel from ExxonMobil, 22% from BP, 13% from Motiva, and 10% from Marathon[51]. - The company relies on four principal suppliers for the majority of its motor fuel, which could impact its operations if any supplier faces issues[67]. Financial Performance and Cash Flow - The company aims to generate sufficient cash flows from operations to make quarterly cash distributions to unitholders, with the potential to increase these distributions over time[47]. - Cash flow, rather than profitability, primarily determines the cash available for distribution, which may lead to distributions during periods of net losses[75]. - Cash available for distribution is influenced by capital expenditures, debt service requirements, and working capital needs[73]. Competition and Market Conditions - The company faces intense competition in both the wholesale motor fuel distribution and retail convenience store industries[65]. - Intense competition in the wholesale and retail motor fuel markets results in narrow margins, impacting overall profitability[87]. - Economic conditions, including inflation and unemployment, could adversely affect consumer spending and demand for motor fuel and convenience items[92]. Risks and Challenges - The company is closely monitoring the impact of the COVID-19 Pandemic on its business operations[63]. - The company faces risks related to soil and groundwater contamination, which may lead to substantial remediation costs[114]. - The company is exposed to significant risks related to the storage and transport of motor fuel, which could lead to environmental pollution and substantial liabilities[132]. Debt and Financing - The company had total debt of $513.2 million as of December 31, 2020, with $188.1 million available under its revolving credit facility[143]. - A significant increase in interest rates could adversely affect the company's ability to service its debt and impact cash flow[146]. - The company expects to rely on external financing sources for acquisitions and expansion capital expenditures[169]. Governance and Management - The General Partner, controlled by the Topper Group, has conflicts of interest and limited fiduciary duties, potentially favoring its own interests over those of unitholders[160]. - The absence of a majority of independent directors on the Board may limit corporate governance protections for unitholders[192]. - The company is dependent on its ability to attract and retain a strong management team, which is critical for its operations[124]. Taxation and Compliance - The company is subject to corporate-level taxes at a rate of 21% for its subsidiaries treated as corporations for tax purposes[198]. - Changes in tax treatment could significantly reduce cash available for distribution to unitholders[194]. - Unitholders are required to pay taxes on their share of income even without cash distributions, which may differ from estimates due to various factors[202].

Third Quarter 2020 Performance - Total volume of gallons distributed increased by 26% to 327367 thousand gallons[4] - Wholesale fuel gross profit increased by 47% to $30686 thousand[4] driven by both an increase in volume and strong fuel margin per gallon[5] - Net income increased significantly by 196% to $21205 thousand[4,9] - Distributable Cash Flow increased by 16% to $29742 thousand[4,9] - Adjusted EBITDA increased by 3% to $29964 thousand[4,9] Asset Exchange and Real Estate Rationalization - Completed the final asset exchange with Couche-Tard/Circle K on September 15, 2020[7] - CrossAmerica received 23 properties with a fair value of approximately $20400 thousand and a cash payment of $6700 thousand[7] - Divested seven properties during the third quarter for a total of $3800 thousand[7] Financial Strength - Distribution coverage (Paid Basis – current quarter) increased by 5% to 150x[9] - Distribution coverage (Paid Basis – trailing twelve months) increased by 9% to 124x[9] - Maintained a distribution rate of $05250 per unit ($210 per unit annualized) attributable to the third quarter of 2020[10]

Financial Data and Key Metrics Changes - For Q3 2020, adjusted EBITDA was $30 million, a 3% increase compared to Q3 2019 [21] - Distributable cash flow for Q3 2020 was $29.7 million, reflecting a 16% year-over-year increase from $25.7 million in Q3 2019 [21] - Distribution coverage on a paid basis improved to 1.50x, up approximately 5% from 1.42x in Q3 2019 [22] Business Line Data and Key Metrics Changes - Wholesale fuel volume increased by 26% year-over-year, driven by acquisitions and exchanges, despite COVID-19 impacts [9] - Wholesale fuel gross profit rose by 47% year-over-year, attributed to increased fuel margin per gallon [9] - Rental gross profit decreased by 14% year-over-year to $13.7 million due to lease terminations related to acquisitions [12] Market Data and Key Metrics Changes - Same-site year-over-year volume performance showed improvement, with recent weeks reflecting mid- to high single-digit declines compared to the prior year [10] - Inside store sales at company-operated sites remained strong, with year-over-year increases in the high single digits [13] Company Strategy and Development Direction - The company completed its sixth and final asset exchange with Circle K, receiving 23 properties and a cash payment of $6.7 million [16] - The company continues to pursue real estate optimization, having divested seven properties for $3.8 million during the quarter [17][18] - Growth-related capital expenditures increased due to dispenser EMV upgrades and site rebranding, funded by real estate optimization [27] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the ongoing impacts of COVID-19 but noted improvements in volume and margins [6][9] - The company expressed confidence in its positioning as it navigates a challenging environment, highlighting improved coverage and leverage ratios [29] Other Important Information - Eric Javidi was appointed as Chief Financial Officer, bringing extensive experience in the energy industry [7][8] - The company reported a leverage ratio of 3.83x, improved from 3.96x as of June 30, 2020 [25] Summary of Q&A Session - No questions were recorded during the Q&A session, as participants appeared to be focused on external events [29][30]

Financial Performance - Operating revenues for the three months ended September 30, 2020, were $591,022,000, an increase from $559,736,000 in the same period of 2019, representing a growth of approximately 7.3%[18] - Gross profit for the three months ended September 30, 2020, was $62,272,000, compared to $41,145,000 for the same period in 2019, indicating a significant increase of 51.3%[18] - Net income for the three months ended September 30, 2020, was $21,205,000, up from $7,165,000 in the same period of 2019, reflecting a growth of 196.5%[18] - Basic and diluted earnings per common unit for the three months ended September 30, 2020, were $0.56, compared to $0.20 for the same period in 2019, showing a growth of 180%[18] - Operating income for the three months ended September 30, 2020, was $23,692 thousand, compared to $12,349 thousand for the same period in 2019, representing a significant increase[178] - Total distributions paid for the three months ended September 30, 2020, amounted to $19.887 million, up from $18.115 million in the same period of 2019, reflecting a 9.8% increase[164] - The company reported a total net income applicable to limited partners of $21.205 million for the three months ended September 30, 2020, compared to $7.032 million for the same period in 2019, marking a significant increase of 201%[164] Assets and Liabilities - Total current assets increased to $88,231,000 as of September 30, 2020, from $69,386,000 as of December 31, 2019, marking a rise of 27.1%[15] - Total assets reached $1,030,213,000 as of September 30, 2020, compared to $911,147,000 as of December 31, 2019, representing an increase of 13.1%[15] - Total liabilities increased to $910,138,000 as of September 30, 2020, from $832,750,000 as of December 31, 2019, which is an increase of 9.3%[15] - The company’s total equity as of September 30, 2020, was $120,075, reflecting a decrease from previous periods due to distributions paid and comprehensive losses[26] - As of September 30, 2020, total debt and finance lease obligations amounted to $528.154 million, a decrease from $541.630 million as of December 31, 2019, representing a reduction of approximately 2.8%[96] Cash Flow and Investments - Net cash provided by operating activities was $86,503 for the nine months ended September 30, 2020, up from $69,502 in the prior year, indicating a growth of approximately 24.5%[22] - Cash flows used in investing activities totaled $(15,631) for the nine months ended September 30, 2020, compared to $(13,447) in the same period of 2019, reflecting an increase in investment outflows[22] - Cash flows used in financing activities amounted to $(71,324) for the nine months ended September 30, 2020, compared to $(53,861) in the prior year, indicating a rise in financing costs[22] - The company reported capital expenditures of $(24,439) for the nine months ended September 30, 2020, compared to $(18,398) in the same period of 2019, showing an increase of approximately 32.8%[22] - The company recorded a net cash increase of $(452) for the nine months ended September 30, 2020, compared to an increase of $2,194 in the same period of 2019, indicating a decline in cash generation[22] Operational Highlights - The company completed the acquisition of retail and wholesale assets on April 14, 2020, expanding its operational capabilities in the retail distribution of motor fuels[30] - The company recognized gains totaling $11.4 million and $19.3 million from asset exchanges with Circle K for the three and nine months ended September 30, 2020, respectively[67] - The company completed multiple asset exchanges with Circle K, transferring properties with an aggregate fair value of approximately $11.0 million, $13.1 million, $31.5 million, and $20.4 million in various transactions throughout 2020[61][62][63][64] - The company assessed its assets for impairment due to COVID-19 and concluded that no assets were impaired as of March 31, 2020[56] - The company’s wholesale business distributed 6% of its total wholesale distribution volume to Circle K retail sites for the nine months ended September 30, 2020, down from 7% in the same period of 2019[51] Market and Sales Performance - Revenues from fuel sales to external customers for the three months ended September 30, 2020, were $522,894 thousand, down 0.4% from $526,096 thousand in the prior year[178] - Revenues from motor fuel sales to DMS for the three months ended September 30, 2020, were $0.612 million, a significant decrease from $35.308 million for the same period in 2019[109] - Revenues from motor fuel sales to Circle K for the three months ended September 30, 2020, were $26.3 million, a decrease of 35% from $40.4 million in the same period of 2019[131] - Rental income from Circle K for the three months ended September 30, 2020, was $0.9 million, down from $3.4 million in the same period of 2019, representing a decline of 74%[131] - Income from CST Fuel Supply equity interests was $3.2 million for the nine months ended September 30, 2020, compared to $11.1 million for the same period in 2019, reflecting a decrease of 71%[132] Debt and Financing - The revolving credit facility had a weighted-average interest rate of 1.91% as of September 30, 2020, with the applicable margin being 1.75%[98] - The company entered into an interest rate swap contract with a notional amount of $150 million at a fixed rate of 0.495%, maturing on April 1, 2024, to hedge against interest rate volatility[100] - The fair value of interest rate swap contracts was $3.0 million as of September 30, 2020[102] - The company had $507.5 million outstanding on its revolving credit facility as of September 30, 2020, with a weighted-average interest rate of 1.91%[344] - The company entered into interest rate swap contracts to hedge against interest rate volatility, effectively converting approximately 60% of its variable rate borrowings to a fixed rate[344] Seasonal and Economic Factors - The company’s operations are affected by seasonality, with sales volumes typically highest in the second and third quarters and lowest in the first and fourth quarters[36] - For the nine months ended September 30, 2020, the company experienced a decrease in fuel volume due to the COVID-19 pandemic, although volumes began to recover in the second and third quarters[55] - A $10 per barrel change in the price of crude oil is estimated to impact the company's annual wholesale motor fuel gross profit by approximately $2.6 million[345]

| --- | --- | --- | --- | --- | --- | |-------|-------|---------------------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | Second Quarter 2020 | | | | Second Quarter 2020 Earnings Call August 2020 Forward Looking Statements Statements contained in this presentation that state the Partnership's or management's expectations or predictions of the future are forward-looking statements. The words "believe," "expect," "should," "intends," "anticipates," "estimates," "target" and other s ...

Financial Data and Key Metrics Changes - For Q2 2020, adjusted EBITDA was $27.7 million, flat compared to Q2 2019, while distributable cash flow increased by 17% year-over-year to $26 million from $22.3 million [26][32] - Distribution coverage on a paid basis was 1.31 times for Q2 2020, compared to 1.24 times in Q2 2019, and trailing 12-month coverage improved to 1.21 times from 1.06 times [27][32] - Operating expenses increased by $11 million year-over-year, primarily due to an increase in company-operated sites from 55 to 128 [27][28] Business Line Data and Key Metrics Changes - Wholesale fuel volume increased by 1% year-over-year, with a significant increase in wholesale fuel gross profit up 48% due to higher margins [8][11] - Rental gross profit decreased by 6% year-over-year to $14.3 million, mainly due to lease terminations related to acquisitions [14] - Inside store sales at company-operated sites showed strong performance, with same-store sales up 5% to 10% year-over-year since early May [20] Market Data and Key Metrics Changes - Same-site year-over-year volume performance improved from a decline of 50% in early April to a decline of approximately 10% in recent weeks [10] - Regional performance varied, with states like Alabama showing strong volume while New Jersey and New York lagged due to COVID-19 impacts [39] Company Strategy and Development Direction - The company completed the acquisition of retail and wholesale assets, increasing company-operated sites by over 200% year-over-year [19] - Ongoing asset exchanges with Circle K are expected to be completed in the second half of 2020, with only 23 properties remaining [22] - The company plans to continue divesting non-core properties as part of its real estate optimization strategy [23] Management's Comments on Operating Environment and Future Outlook - Management expressed uncertainty regarding future volume performance due to COVID-19, particularly concerning back-to-school trends [35] - Margins are expected to remain good, with potential for a reset to higher levels due to changes in volume dynamics [42] Other Important Information - The company provided approximately $500,000 in rent waivers and recorded a similar amount in bad debt expense for the quarter [15] - The leverage ratio improved to 2.96 times, down from 4.19 times as of March 31, 2020, indicating better financial health [29] Q&A Session Summary Question: How much seasonally stronger is the third quarter normally? - Management noted that the second and third quarters are typically the strongest volume quarters, but uncertainty remains due to COVID-19 [34][35] Question: Could you discuss your capital deployment strategies going forward? - Management indicated a conservative approach to capital expenditures due to ongoing uncertainty from COVID-19, while aiming to improve coverage ratios [36] Question: Can you share some of the volume trends by region? - Management highlighted that volume performance varies by region, with Alabama performing well and New Jersey lagging due to COVID-19 impacts [38][39] Question: What are your expectations for margins going forward? - Management stated that margins have remained good despite increased crude oil prices, and there is optimism for potential margin resets [41][42]

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 June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | --- | |--------------------------------------------------------------------------------|-------|---------------------------------------------- ...