Financial Performance - The Wholesale segment generated revenues of $2.0 billion in 2019, distributing motor fuel to approximately 1,300 sites across 31 states[35]. - The Retail segment generated revenues of $456 million in 2019, with no company-operated sites since September 30, 2019[51]. - The total volume of motor fuel distributed in 2019 was 1,004 million gallons, a decrease from 1,047.3 million gallons in 2018[39]. - Motor fuel revenues accounted for 93% of total revenues in 2019, with motor fuel gross profit making up 50% of total gross profit[89]. - Rental income for 2019 was $90.1 million, an increase from $85.6 million in 2018[48]. Contracts and Agreements - The average remaining distribution contract term for independent dealers was 5.3 years as of December 31, 2019[40]. - The average remaining lease term for properties leased to third-party landlords was 5.8 years as of December 31, 2019[47]. - The average remaining term on motor fuel distribution agreements with DMS was 7.8 years as of December 31, 2019[45]. - The company has a weighted-average remaining term of approximately 6.1 years on its supply agreements as of December 31, 2019[62]. Acquisitions and Growth Strategy - The company has completed acquisitions totaling approximately $1.0 billion for about 600 fee and leasehold sites since its IPO[59]. - The company is in the process of acquiring retail and wholesale assets from the Topper Group, expected to close before the end of Q2 2020, which may enhance strategic flexibility[91]. - The company aims to enhance cash flows by owning or leasing sites in prime locations and converting retail sites to lessee dealer sites for stable cash flows[59]. - The company’s growth strategy relies on the ability to make accretive acquisitions, which may be limited by various market conditions[82]. Market and Competition - The company anticipates competition from various retail outlets post-Retail Acquisition, which may impact gross profits[95]. - Intense competition in the wholesale and retail motor fuel industries leads to narrow margins, with potential adverse effects on financial condition if service quality declines[93]. - Seasonal fluctuations in oil prices and motor fuel sales volumes typically result in higher revenues during the second and third quarters of the fiscal year[91]. - The company’s business exhibits substantial seasonality, with sales volumes historically highest in the second and third quarters[66]. Financial Risks and Liabilities - A tightening of credit markets may increase nonpayment risks from wholesale customers and suppliers, adversely affecting financial performance[97]. - The company may incur significant liabilities from litigation related to motor fuel quality and other operational issues, which could negatively impact revenues and consumer behavior[130]. - The company is exposed to variable interest rates on its credit facility, which could increase debt service requirements and adversely affect cash flow and distributions to unitholders[194]. - A significant increase in interest rates could negatively impact the company's ability to service its indebtedness and increase financing costs, potentially affecting financial condition and results of operations[195]. Regulatory and Environmental Risks - Compliance with extensive government regulations regarding store operations and merchandise could materially impact operating results and financial condition[103]. - Environmental laws and potential liabilities related to contamination could lead to significant remediation costs, affecting cash available for distribution[109]. - The company is subject to federal, state, and local laws governing product quality specifications, and changes in these regulations could reduce sales volume and increase handling costs[133]. - Developments aimed at reducing greenhouse gas emissions may decrease demand for petroleum-based motor fuel, potentially affecting the company's financial condition and cash available for distribution to unitholders[115]. Taxation and Unitholder Implications - The company relies on its partnership status for favorable tax treatment; any change in this status could substantially reduce cash available for distribution to unitholders[198]. - Unitholders are required to pay taxes on their share of income even if no cash distributions are made, which may lead to discrepancies between taxable income and actual cash received[211]. - The IRS may challenge the company's valuation methodologies, potentially affecting the allocation of income, gain, loss, and deduction between the General Partner and unitholders[224]. - Unitholders may face limitations on deducting interest expenses due to the Tax Cuts and Jobs Act, which caps the deduction for business interest to 30% of adjusted taxable income[214]. Management and Governance - The Topper Group controls the company and may have conflicts of interest that could impact financial results and cash distributions to unitholders[159]. - The cash distribution policy is subject to modification or revocation at the discretion of the Topper Group or the Board, which may affect distributions to unitholders[163]. - The company relies on the Topper Group for key management services, and termination of the Omnibus Agreement could lead to business interruptions or increased costs[165]. - The Partnership Agreement allows the issuance of unlimited additional units without unitholder approval, potentially diluting existing unitholder ownership interests[183].

Financial Performance - Operating revenues for Q3 2019 were $559,736,000, a decrease of 16.6% from $670,810,000 in Q3 2018[20] - Gross profit for Q3 2019 was $41,145,000, down 6.0% from $43,798,000 in Q3 2018[20] - Net income attributable to limited partners for Q3 2019 was $7,165,000, compared to $5,308,000 in Q3 2018, representing a 35.0% increase[20] - Operating income for Q3 2019 was $12,349,000, slightly down from $13,652,000 in Q3 2018, a decrease of 9.6%[20] - Revenues from fuel sales to external customers in the Wholesale segment were $426,161,000, while the Retail segment generated $99,935,000[161] - The limited partners' interest in net income for the three months ended September 30, 2019, was $7.032 million, compared to $5.175 million for the same period in 2018[153] Assets and Liabilities - Total current assets increased to $56,246,000 as of September 30, 2019, from $50,862,000 at December 31, 2018, a growth of 10.0%[17] - Total assets reached $919,061,000 as of September 30, 2019, compared to $866,922,000 at December 31, 2018, reflecting a 6.0% increase[17] - Total liabilities increased to $827,269,000 as of September 30, 2019, up from $755,989,000 at December 31, 2018, a rise of 9.4%[17] - Total current liabilities increased to $130,080,000 as of September 30, 2019, from $88,448,000 at December 31, 2018, an increase of 47.0%[17] - As of September 30, 2019, total debt and finance lease obligations amounted to $527.2 million, a slight increase from $522.9 million as of December 31, 2018[82] Cash Flow and Investments - Net cash provided by operating activities for the nine months ended September 30, 2019, was $69,502,000, compared to $57,270,000 for the same period in 2018, representing an increase of approximately 21.5%[25] - Capital expenditures for the nine months ended September 30, 2019, totaled $(18,398,000), an increase from $(10,217,000) in the same period of 2018, indicating a significant investment in growth[25] - Net cash used in investing activities was $(13,447,000) for the nine months ended September 30, 2019, compared to $(4,941,000) in the prior year, reflecting increased capital outlays[25] - The balance of cash and cash equivalents at the end of the period was $5,385,000, up from $3,791,000 at the end of September 30, 2018, showing improved liquidity[25] Equity and Distributions - The total equity for common unitholders at September 30, 2019, was $91,792,000, reflecting a decrease from $116,912,000 at the same time in 2018, indicating potential challenges in equity retention[29] - Distributions paid per common unit remained consistent at $0.5250 for the quarters ended March 31, June 30, and September 30, 2019[156] - The total cash distribution for the quarter ended September 30, 2019, was $18,115 thousand[156] Lease and Asset Management - The adoption of new lease accounting guidance resulted in the recognition of right-of-use assets totaling $133.3 million and lease liabilities of $135.9 million effective January 1, 2019[40] - The company recorded a net adjustment to equity of $28.9 million due to the adoption of the new lease accounting guidance[43] - The company recorded impairment charges totaling $1.8 million during the three and nine months ended September 30, 2019, related to certain sites classified within assets held for sale[75] - The company has a revolving credit facility with a balance of $504 million as of September 30, 2019, compared to $498 million at the end of 2018[82] Operational Changes - The company dealerized 46 company-operated sites in the Upper Midwest during Q3 2019, transitioning them to lessee dealers[167] - As of September 30, 2019, the company no longer has any company-operated sites, focusing solely on wholesale and commission operations[169] - The company completed upgrades of dispensers and rebranding of substantially all Jet-Pep Assets sites in Q3 2019, anticipating a positive impact on volume and fuel margin[305] Revenue Sources - Rental income from Circle K for the three months ended September 30, 2019, was $3.4 million, down 19.8% from $4.2 million in the prior year[107] - Income from CST Fuel Supply equity interests was $3.9 million for the three months ended September 30, 2019, compared to $3.5 million for the same period in 2018, reflecting an increase of 11.4%[108] - Total motor fuel purchases from Circle K amounted to $82.3 million for the three months ended September 30, 2019, up 56.2% from $52.7 million in 2018[112] Tax and Compliance - The effective tax rate differs from the combined federal and state statutory rate primarily because only the corporate subsidiary is subject to income tax[150] - The company recorded an income tax benefit of $(1.2) million for the three months ended September 30, 2019[150]

Financial Performance - Operating revenues for Q2 2019 were $605.5 million, a decrease of 10.1% from $673.3 million in Q2 2018[22] - Gross profit for Q2 2019 was $41.4 million, down 6.0% from $44.0 million in Q2 2018[22] - Net income attributable to limited partners for Q2 2019 was $6.4 million, compared to a net loss of $6.9 million in Q2 2018[22] - Operating expenses for Q2 2019 were $30.8 million, a decrease of 27.5% from $42.4 million in Q2 2018[22] - Basic and diluted income per limited partner unit for Q2 2019 was $0.18, compared to a loss of $0.21 in Q2 2018[22] - The company reported a loss on dispositions and lease terminations of $0.4 million in Q2 2019, significantly lower than the $6.8 million loss in Q2 2018[22] - Net income for the six months ended June 30, 2019, was $6,653,000, compared to a net loss of $(7,745,000) for the same period in 2018, representing a significant turnaround[27] - Net cash provided by operating activities was $34,170,000 for the six months ended June 30, 2019, down from $37,229,000 in the prior year, indicating a decrease of approximately 5%[27] - Revenues from motor fuel sales to Circle K were $42.307 million for the three months ended June 30, 2019, and $75.622 million for the six months[106] - Revenues from fuel sales to external customers in the Wholesale segment for the three months ended June 30, 2019, were $442.4 million, down from $477.6 million in the same period of 2018, a decrease of about 7.4%[156] Assets and Liabilities - Total current assets increased to $53.4 million as of June 30, 2019, from $50.9 million at the end of 2018[19] - Total assets reached $928.7 million as of June 30, 2019, up from $866.9 million at the end of 2018[19] - Total liabilities increased to $825.1 million as of June 30, 2019, compared to $756.0 million at the end of 2018[19] - The balance of cash and cash equivalents at the end of the period was $2,273,000, down from $2,475,000 at the end of June 2018, representing a decrease of approximately 8%[27] - Total debt and finance lease obligations increased to $534,103 million as of June 30, 2019, from $522,927 million at the end of 2018[78] - The company recorded lease liabilities related to operating leases, including those from sale-leaseback transactions, totaling $135.9 million[42] Cash Flow and Investments - Cash and cash equivalents were $2.3 million as of June 30, 2019, down from $3.2 million at the end of 2018[19] - Capital expenditures increased to $(10,710,000) in the first half of 2019, compared to $(6,250,000) in the same period of 2018, reflecting a rise of approximately 71%[27] - Net cash used in investing activities was $(6,359,000) for the six months ended June 30, 2019, compared to $(5,987,000) in the prior year, showing an increase of about 6%[27] - Cash received from Circle K during Q2 2019 was $2.8 million, primarily for inventory and security deposits[69] Equity and Distributions - Distributions paid to common unit holders totaled $(36,167,000) for the six months ended June 30, 2019, compared to $(39,401,000) in the same period of 2018, indicating a reduction of about 6%[27] - Distributions paid per common unit remained stable at $0.5250 for the three months ended June 30, 2019, consistent with the previous quarter[148] - The partnership agreement does not require the company to pay any distributions, indicating potential variability in future distributions[151] Lease and Environmental Liabilities - The adoption of ASU 2016-02 resulted in the recognition of right-of-use assets totaling $133.3 million and lease liabilities of $135.9 million effective January 1, 2019[42] - Environmental liabilities recorded on the balance sheet totaled $3.5 million as of June 30, 2019, down from $3.6 million at December 31, 2018[130] - Indemnification assets related to environmental liabilities amounted to $3.0 million as of June 30, 2019, compared to $3.2 million at December 31, 2018[130] Operational Changes and Agreements - The company plans to dealerize 46 company-operated sites in the Upper Midwest, transitioning during Q3 2019, with an initial 10-year term lease agreement[162] - The company will supply fuel to LGW for resale to dealers at the 60 stores transferred from Circle K under a Sub-Jobber Agreement[62] - The company has exclusive motor fuel distribution contracts with lessee dealers and independent dealers, contributing to its revenue streams[152] Financial Ratios and Compliance - The company is required to maintain a consolidated leverage ratio of not greater than 5.00 to 1.00 for each quarter ending on or before June 30, 2019, and 4.75 to 1.00 thereafter[87] - As of June 30, 2019, the company was in compliance with financial covenants, including a consolidated interest coverage ratio of at least 2.50 to 1.00[87] Miscellaneous - The company recorded separation benefit costs totaling $0.4 million in Q1 2019, related to the exit from the company-operated business[169] - A one percentage point change in the average interest rate would impact annual interest expense by approximately $5.1 million, based on a weighted-average interest rate of 4.66% as of June 30, 2019[292] - The company recognized impairment charges totaling $7.6 million and $8.9 million during the three and six months ended June 30, 2018, respectively[75]

Financial Performance - Operating revenues for the three months ended March 31, 2019, were $471.8 million, a decrease of 15% compared to $554.6 million for the same period in 2018[15] - Gross profit for the same period was $37.1 million, down from $40.0 million, reflecting a decrease of approximately 7%[15] - Net income attributable to limited partners for Q1 2019 was $0.08 million, compared to a net loss of $0.8 million in Q1 2018[15] - Net income for the three months ended March 31, 2019, was $212,000, compared to a net loss of $807,000 for the same period in 2018[22] - For the three months ended March 31, 2019, CrossAmerica reported a net income of $79,000, compared to a net loss of $1.985 million for the same period in 2018[123] - Total distributions paid for the three months ended March 31, 2019, were $18.099 million, down from $21.415 million in the same period of 2018, reflecting a decrease of approximately 15.5%[123] Assets and Liabilities - Total current assets increased to $60.4 million as of March 31, 2019, from $50.9 million at December 31, 2018, representing a growth of 18%[13] - Total assets reached $956.7 million as of March 31, 2019, up from $866.9 million at the end of 2018, indicating a growth of approximately 10%[13] - Total liabilities increased to $834.9 million as of March 31, 2019, compared to $756.0 million at December 31, 2018, reflecting an increase of about 10%[13] - The balance of limited partners' unitholders' equity at March 31, 2019, was $121,809,000, up from $110,933,000 at December 31, 2018[22] - As of March 31, 2019, total debt and finance lease obligations amounted to $540,875,000, an increase of 3.4% from $522,927,000 as of December 31, 2018[7] Cash Flow and Capital Expenditures - Net cash provided by operating activities was $10,998,000, a decrease from $18,140,000 in the prior year[20] - Capital expenditures for the period totaled $(7,078,000), significantly higher than $(2,097,000) in the previous year[20] - Cash and cash equivalents increased to $6.3 million as of March 31, 2019, from $3.2 million at December 31, 2018, marking a growth of 97%[13] - Cash and cash equivalents at the end of the period increased to $6,299,000 from $1,680,000 year-over-year[20] - Cash paid for interest in the three months ended March 31, 2019, was $6.406 million, a decrease from $7.469 million in the same period of 2018[136] Revenue Sources - Revenue from fuel sales to external customers in the Wholesale segment was $329.913 million for the three months ended March 31, 2019, compared to $382 million in the same period of 2018, indicating a decline of approximately 13.5%[130] - Retail segment revenue from fuel sales was $99.600 million for Q1 2019, down from $127.317 million in Q1 2018, a decrease of about 21.8%[130] - Revenues from motor fuel sales to Circle K for the three months ended March 31, 2019, were $33.3 million, a decrease of 7.7% from $36.1 million for the same period in 2018[84] - Total purchases of motor fuel from Circle K amounted to $37.4 million for the three months ended March 31, 2019, down from $46.9 million in 2018, representing a decline of 20.2%[86] Operating Expenses - Operating expenses for Q1 2019 were $32.8 million, down from $36.6 million in Q1 2018, a decrease of approximately 10%[15] - Expenses under the Amended Omnibus Agreement totaled $2.9 million for the three months ended March 31, 2019, compared to $3.1 million in 2018, indicating a decrease of 6.5%[90] Debt and Financing - The revolving credit facility balance was $516,500,000 as of March 31, 2019, compared to $498,000,000 as of December 31, 2018, reflecting a 3.0% increase[7] - The weighted-average interest rate on borrowings under the revolving credit facility was 5.24% as of March 31, 2019[7] - Future principal payments on debt total $516,500,000 for 2020, with total future payments (including finance lease obligations) amounting to $544,390,000[7] - A one percentage point change in the average interest rate would impact annual interest expense by approximately $5.2 million[232] Lease and Rental Agreements - The company leases approximately 400 retail sites with a weighted-average remaining lease term of 6.2 years as of March 31, 2019[74] - Future minimum rental payments under operating leases total $180,742,000, with a current portion of $23,876,000[76] - Sublease rental income for the three months ended March 31, 2019, amounted to $9,500,000[77] Inventory and Assets - The company reported a net carrying amount of property and equipment of $602.4 million as of March 31, 2019, down from $647.4 million at the end of 2018[54] - The company’s inventories totaled $15.1 million as of March 31, 2019, compared to $14.1 million at the end of 2018[53] - Intangible assets decreased to $55.1 million as of March 31, 2019, compared to $59.1 million at December 31, 2018[56] Tax and Compliance - The effective tax rate for the company was impacted primarily by the income tax obligations of its corporate subsidiaries, with an income tax expense of $0.1 million recorded for Q1 2019[119] - CrossAmerica's partnership structure allows it to avoid federal and state income taxes, provided non-qualifying income does not exceed 10% of total gross income[116] Other Financial Metrics - The company recorded an equity-based compensation expense of $0.1 million for both Q1 2019 and Q1 2018, with unrecognized compensation expense associated with CST equity-based awards totaling $0.3 million as of March 31, 2019[115] - Changes in operating assets and liabilities resulted in a net decrease of $2.209 million for the three months ended March 31, 2019[135]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |----------------------------------------------------------------------------|---------------------------------------------------------------------------------------|-------- ...