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CrossAmerica Partners LP Reports First Quarter 2020 Results

May 6, 2020

AllentownMay 06, 2020

CrossAmerica Partners LP Reports First Quarter 2020 Results

  • Reported First Quarter 2020 Operating Income of $77.4 million and Net Income of $72.1 million compared to Operating Income of $7.6 million and Net Income of $0.2 million for the First Quarter 2019. During the First Quarter 2020, CrossAmerica recorded a gain on sale totaling $70.9 million, primarily driven by the sale of its 17.5% investment in CST Fuel Supply as part of its exchange transaction with Circle K
  • Generated First Quarter 2020 Adjusted EBITDA of $25.3 million and Distributable Cash Flow of $20.4 million compared to First Quarter 2019 Adjusted EBITDA of $21.4 million and Distributable Cash Flow of $13.3 million
  • Reported First Quarter 2020 Gross Profit for the Wholesale Segment of $35.1 million compared to $29.0 million of Gross Profit for the First Quarter 2019
  • Distributed 220.6 million wholesale fuel gallons during the First Quarter 2020 at an average wholesale fuel margin per gallon of 9.0 cents
  • The Distribution Coverage Ratio for the current quarter was 1.08 times compared to 0.73 times for the comparable period of 2019. The Distribution Coverage Ratio was 1.19 times for the trailing twelve months ended March 31, 2020, as compared to 1.03 times for the trailing twelve months ended March 31, 2019
  • The Board of Directors of CrossAmerica’s General Partner declared a quarterly distribution of $0.5250 per limited partner unit attributable to the First Quarter 2020 
  • The Partnership is withdrawing its full-year 2020 guidance in light of the current COVID-19 crisis

             
Allentown, PAMay 6, 2020CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the first quarter ended March 31, 2020.

“In spite of the COVID-19 pandemic, we closed on acquisitions involving over 550 sites during the quarter and subsequent to the quarter end. Our ability to execute on these transactions in this challenging environment is a testament to the character and resolve of our greatest organizational asset – our people.  The completed acquisitions strengthen the Partnership both operationally and financially and will benefit the Partnership in the quarters and years to come,” said Charles Nifong, CEO and President of CrossAmerica.  “Our quarterly financial results, notwithstanding the COVID-19 impact in the quarter, demonstrate our initiatives to improve the business are making a difference. Obviously, the COVID-19 pandemic has dramatically changed the economic environment across the country in the weeks since the quarter end.  As a result of this unprecedented event, we are withdrawing our previously provided earning guidance at this time. Although the ultimate impact of the COVID-19 pandemic is unknowable currently, we believe the Partnership is well positioned to weather these challenging times.”

First Quarter Results

Consolidated Results

Operating income was $77.4 million for the first quarter 2020 compared to $7.6 million achieved in the first quarter 2019. Net income was $72.1 million or $2.00 per diluted common unit for the first quarter 2020, compared to Net income of $0.2 million or $0.00 per diluted common unit for the same period in 2019. Adjusted EBITDA was $25.3 million for the first quarter 2020 compared to $21.4 million for the same period in 2019, representing an increase of 18%. In the first quarter 2020, CrossAmerica recorded a $70.9 million gain on sale that was primarily driven by the sale of CrossAmerica’s 17.5% investment in CST Fuel Supply as part of its exchange transaction with Circle K. This was a significant driver for the increase in both Operating income and Net income. The increase in Adjusted EBITDA was primarily driven by the Wholesale Segment and a 30% decline in overall operating expenses.

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.

Wholesale Segment

During the first quarter 2020, CrossAmerica’s Wholesale segment generated $35.1 million in gross profit compared to $29.0 million in gross profit for the first quarter 2019, representing an increase of 21%. The Partnership distributed, on a wholesale basis, 220.6 million gallons of motor fuel at an average wholesale gross profit of $0.090 per gallon, resulting in motor fuel gross profit of $19.9 million. For the three-month period ended March 31, 2019, CrossAmerica distributed, on a wholesale basis, 231.2 million gallons of fuel at an average wholesale gross profit of $0.064 per gallon, resulting in motor fuel gross profit of $14.8 million. The 35% increase in motor fuel gross profit was primarily due to a 41% increase in fuel margin per gallon. The main driver of the increase was dealer tank wagon (DTW) margins resulting from the decrease in crude oil prices from January 1, 2020 to March 31, 2020. This was partially offset by a decline of 5% in volume primarily driven by the COVID-19 Pandemic. The volume decline was partially offset by volume generated by the asset exchanges with Circle K.

The prices paid by the Partnership to its motor fuel suppliers for wholesale motor fuel (which affects the cost of sales) are highly correlated to the price of crude oil. The average daily spot price of West Texas Intermediate crude oil during the first quarter 2020 was $45.34 per barrel, a 17% decrease, as compared to the average daily spot price of $54.82 per barrel during the same period in 2019. 

CrossAmerica’s gross profit from Rent for the Wholesale segment was $14.1 million for the first quarter 2020 compared to $13.6 million for the first quarter 2019, representing an increase of 4%. The increase in Rent was primarily driven by the closed asset exchange transactions with Circle K and the conversion of 46 company operated sites to dealer operated sites in the third quarter 2019.   

Operating expenses increased $1.0 million or 12% primarily as a result of a general increase in operating expenses driven by the increase in the number of controlled sites due particularly to the asset exchanges with Circle K and the conversion of 46 company operated sites to dealer operated sites in the third quarter 2019.

Adjusted EBITDA for the Wholesale segment was $29.3 million for the first quarter 2020 compared to $24.3 million for the same period in 2019. As discussed above, the year-over-year increase was primarily driven by an increase in motor fuel gross profit (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

Retail Segment

For the first quarter 2020, the Retail Segment reported motor fuel gross profit of $0.4 million. For the same period in 2019, CrossAmerica generated motor fuel gross profit of $1.5 million. The $1.1 million decrease in motor fuel gross profit is attributable to a 34% decrease in volume driven by the divestiture of 17 company operated sites in May 2019 in connection with the first tranche of the asset exchange with Circle K and the conversion of 46 company operated sites to dealer operated sites in the third quarter 2019. As a result, the lower retail fuel margins in CrossAmerica’s commission agent business comprised a larger percentage of the overall retail fuel margins in 2020 as compared to 2019.

With the conversion of the 46 company operated sites to dealer operated sites that occurred in the third quarter 2019, the Partnership did not generate gross profits from merchandise and services during the first quarter 2020. CrossAmerica generated $4.9 million in gross profit from merchandise and services during the first quarter 2019. Gross profit from Rent for the Retail segment was $1.6 million for the first quarter 2020 compared to $1.4 million for the same period in 2019, reflecting an increase of 18%. The increase was primarily as a result of incremental rent margin generated by the Partnership’s Alabama sites as a result of dispenser upgrades and rebranding of the sites.

Operating expenses declined $5.6 million or 77% due primarily to the divestiture of 17 company operated sites in May 2019 in connection with the first tranche of the asset exchange with Circle K and the conversion of 46 company operated sites to dealer operated sites in the third quarter 2019.

Adjusted EBITDA for the Retail segment was $0.4 million for the first quarter 2020 compared to $0.6 million for the first quarter 2019. 

The decline in gross profit and Adjusted EBITDA were primarily due to the divestitures and conversions noted above (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

Distributable Cash Flow and Distribution Coverage Ratio

Distributable Cash Flow was $20.4 million for the three-month period ended March 31, 2020, compared to $13.3 million for the same period in 2019. The increase in Distributable Cash Flow was primarily due to the increase in Adjusted EBITDA in the Wholesale Segment, an overall reduction in operating expenses and decreases in cash interest and current tax expense. The Distribution Coverage Ratio for the current quarter was 1.08 times compared to 0.73 times for the first quarter 2019. The Distribution Coverage Ratio was 1.19 times for the trailing twelve months ended March 31, 2020, as compared to 1.03 times for the trailing twelve months ended March 31, 2019 (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

Liquidity and Capital Resources

As of May 1, 2020, after taking into consideration debt covenant restrictions, approximately $152.6 million was available for future borrowings under the Partnership’s revolving credit facility, an increase of $60.7 million in availability compared to December 31, 2019. As of March 31, 2020, CrossAmerica had $511.5 million on its revolving credit facility. Leverage, as defined under CrossAmerica’s credit facility, was 4.19 times as of March 31, 2020, compared to 4.70 times as of December 31, 2019.

On March 26, 2020, CrossAmerica entered into an interest rate swap contract to hedge against interest rate volatility on its variable rate borrowings under the credit facility. The interest payments on CrossAmerica’s credit facility vary based on monthly changes in the one-month LIBOR and changes, if any, in the applicable margin, which is based on the Partnership’s leverage ratio as further discussed in CrossAmerica’s filings with the Securities and Exchange Commission (SEC). The interest rate swap contract has a notional amount of $150 million, a fixed rate of 0.495% and matures on April 1, 2024. This interest rate swap contract has been designated as a cash flow hedge and is expected to be highly effective.

On April 15, 2020, CrossAmerica entered into two additional interest rate swap contracts, each with notional amounts of $75 million, a fixed rate of 0.38% and that mature on April 1, 2024. These interest rate swap contracts have also been designated as cash flow hedges and are expected to be highly effective.

Distributions

On April 23, 2020, 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 first quarter 2020. As previously announced, the distribution will be paid on May 12, 2020 to all unitholders of record as of May 5, 2020. The amount and timing of any future distributions is subject to the discretion of the Board as provided in CrossAmerica’s Partnership Agreement.

Asset Exchange Transactions with Circle K

On December 17, 2018, CrossAmerica and Circle K announced an agreement to exchange assets in a series of transactions. During the first and second quarters 2020, the two entities completed three different asset exchanges that are outlined below:

  • On February 25, 2020, the closing of the third tranche of asset exchanges under the Asset Exchange Agreement occurred. In this Third Asset Exchange, Circle K transferred to the Partnership ten (all fee) U.S. company-operated convenience and fuel retail stores having an aggregate value of approximately $11.0 million, and the Partnership transferred to Circle K the real property for five of the master lease properties having an aggregate value of approximately $10.3 million.
  • On April 7, 2020, the fourth exchange was completed and entailed Circle K transferring to the Partnership 13 (11 fee; 2 leased) U.S. company-operated convenience and fuel retail stores having an aggregate value of approximately $13.1 million, and the Partnership transferred to Circle K the real property for seven of the master lease properties having an aggregate value of approximately $12.8 million.
  • On May 5, 2020, a fifth exchange between the two parties closed. In the fifth asset exchange, Circle K transferred to the Partnership 29 (22 fee; 7 leased) U.S. company-operated convenience and fuel retail stores having an aggregate value of approximately $31.5 million, and the Partnership transferred to Circle K the real property for 13 of the master lease properties having an aggregate value of approximately $31.7 million.

Under the agreement, there are 24 Circle K properties and four CrossAmerica properties remaining to be exchanged. It is anticipated that the exchange will be completed in the second half of 2020.

CST Fuel Supply and National Wholesale Fuels (NWF) Exchange Transaction with Circle K

Effective March 25, 2020, pursuant to the terms of the previously announced agreement dated as of November 19, 2019 between the Partnership and Circle K, Circle K  transferred to the Partnership 33 owned and leased convenience store properties and certain assets (including fuel supply agreements) relating to such properties, as well as U.S. wholesale fuel supply contracts covering 333 additional sites, subject to certain adjustments, and, in exchange therefore, the Partnership transferred to Circle K all of the limited partnership units in CST Fuel Supply that were owned by the Partnership, which represent 17.5% of the outstanding units of CST Fuel Supply. Twelve properties and 49 dealer-owned, dealer-operated sites were removed from the exchange transaction prior to closing, and Circle K made an aggregate payment of approximately $13.4 million to CrossAmerica at closing in lieu of the removed properties.

Completion of Retail and Wholesale Acquisition

On January 15, 2020, CrossAmerica entered into an asset purchase agreement with the sellers, including certain entities affiliated with Joseph V. Topper, Jr. Pursuant to the Asset Purchase Agreement, on April 14, 2020, CrossAmerica completed the acquisition of the retail operations at 169 sites, wholesale fuel distribution to 110 sites, including 53 third-party wholesale dealer contracts, and leasehold interests in 62 sites.

The Asset Purchase Agreement provides for an aggregate consideration of $36 million, exclusive of inventory and in-store cash, with approximately $21 million paid in cash and 842,891 newly-issued common units valued at $15 million and calculated based on the volume weighted average trading price of $17.80 per common unit for the 20-day period ended on January 8, 2020, five business days prior to the announcement of the transaction. The 842,891 common units were issued to entities controlled by Joseph V. Topper, Jr. The cash portion of the purchase consideration is subject to customary post-closing adjustments pending satisfaction of conditions set forth in the Asset Purchase Agreement. The cash portion of the purchase price was financed with borrowings under CrossAmerica’s credit facility.

Divestment of Assets

During the first quarter 2020, CrossAmerica, as part of its ongoing real estate rationalization effort, divested a total of six properties, and received $5.0 million in connection with these sales. 

Withdrawing Guidance

CrossAmerica Partners is withdrawing its full-year 2020 guidance in light of the current COVID-19 crisis given the uncertainty surrounding the duration and extent of its associated economic impact.

Conference Call

The Partnership will host a conference call on May 7, 2020 at 9:00 a.m. Eastern Time to discuss first quarter 2020 earnings results. The conference call numbers are 877-420-2982 or 847-619-6129 and the passcode for both is 5577665#. A live audio webcast of the conference call and the related earnings materials, including reconciliations of 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). A slide presentation for the conference call will also be available on the investor section of the Partnership’s website. To listen to the audio webcast, go to https://caplp.gcs-web.com/webcasts-presentations.  After the live conference call, a replay will be available for a period of thirty days. The replay numbers are 888-843-7419 or 630-652-3042 and the passcode for both is 5577665#. An archive of the webcast will be available on the investor section of the CrossAmerica website at https://caplp.gcs-web.com/webcasts-presentations within 24 hours after the call for a period of sixty days.

CROSSAMERICA PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars, except unit data)

    March 31,     December 31,  
    2020     2019  
    (Unaudited)          
ASSETS                
Current assets:                
Cash and cash equivalents   $ 8,907     $ 1,780  
Accounts receivable, net of allowances of $642 and $557, respectively     28,036       38,051  
Accounts receivable from related parties     1,687       4,299  
Motor fuel inventory     4,945       6,230  
Assets held for sale     16,331       13,231  
Other current assets     5,272       5,795  
Total current assets     65,178       69,386  
Property and equipment, net     574,584       565,916  
Right-of-use assets, net     123,831       120,767  
Intangible assets, net     79,331       44,996  
Goodwill     88,764       88,764  
Other assets     21,184       21,318  
Total assets   $ 952,872     $ 911,147  
                 
LIABILITIES AND EQUITY                
Current liabilities:                
Current portion of debt and finance lease obligations   $ 2,515     $ 2,471  
Current portion of operating lease obligations     25,127       23,485  
Accounts payable     46,921       57,392  
Accounts payable to related parties     999       431  
Accrued expenses and other current liabilities     14,894       16,382  
Motor fuel taxes payable     10,073       12,475  
Total current liabilities     100,529       112,636  
Debt and finance lease obligations, less current portion     526,981       534,859  
Operating lease obligations, less current portion     104,007       100,057  
Deferred tax liabilities, net     19,233       19,369  
Asset retirement obligations     36,647       35,589  
Other long-term liabilities     34,058       30,240  
Total liabilities     821,455       832,750  
                 
Commitments and contingencies                
                 
Equity:                
Common units—(37,023,114 and 34,494,441 units issued and
  outstanding at March 31, 2020 and December 31, 2019, respectively)
    132,214       78,397  
Accumulated other comprehensive loss     (797 )      
Total equity     131,417       78,397  
Total liabilities and equity   $ 952,872     $ 911,147  

CROSSAMERICA PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars, Except Unit and Per Unit Amounts)
(Unaudited)

    Three Months Ended March 31,  
    2020     2019  
Operating revenues(a)   $ 391,695     $ 471,786  
Costs of sales(b)     355,966       434,709  
Gross profit     35,729       37,077  
                 
Income from CST Fuel Supply equity interests     3,202       3,426  
Operating expenses:                
Operating expenses     10,723       15,353  
General and administrative expenses     4,480       4,418  
Depreciation, amortization and accretion expense     17,227       13,061  
Total operating expenses     32,430       32,832  
Gain (loss) on dispositions and lease terminations, net     70,931       (59 )
Operating income     77,432       7,612  
Other income, net     137       86  
Interest expense     (5,540 )     (7,337 )
Income before income taxes     72,029       361  
Income tax (benefit) expense     (32 )     149  
Net income     72,061       212  
IDR distributions     (133 )     (133 )
Net income available to limited partners   $ 71,928     $ 79  
                 
Basic and diluted earnings per common unit   $ 2.00     $ 0.00  
                 
Weighted-average limited partner units:                
Basic common units     35,994,972       34,444,113  
Diluted common units     35,995,933       34,456,465  
                 
Supplemental information:                
(a) Includes excise taxes of:   $ 14,937     $ 20,444  
(a) Includes rent income of:     22,688       21,638  
(b) Includes rent expense of:     6,920       6,659  

CROSSAMERICA PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

    Three Months Ended March 31,  
    2020     2019  
Cash flows from operating activities:                
Net income   $ 72,061     $ 212  
Adjustments to reconcile net income to net cash provided by
  operating activities:
               
Depreciation, amortization and accretion expense     17,227       13,061  
Amortization of deferred financing costs     261       290  
Credit loss expense     91       49  
Deferred income taxes     (136 )     (666 )
Equity-based employee and director compensation expense     31       202  
(Gain) loss on dispositions and lease terminations, net     (70,931 )     59  
Changes in operating assets and liabilities, net of acquisitions     (810 )     (2,209 )
Net cash provided by operating activities     17,794       10,998  
                 
Cash flows from investing activities:                
Principal payments received on notes receivable     87       85  
Proceeds from Circle K in connection with CST Fuel Supply Exchange     15,935        
Proceeds from sale of assets     5,032        
Capital expenditures     (5,382 )     (7,078 )
Net cash provided by (used) in investing activities     15,672       (6,993 )
                 
Cash flows from financing activities:                
Borrowings under the revolving credit facility     19,000       31,834  
Repayments on the revolving credit facility     (26,500 )     (13,334 )
Payments of long-term debt and finance lease obligations     (595 )     (552 )
Payment of deferred financing costs           (613 )
Distributions paid on distribution equivalent rights     (1 )     (16 )
Distributions paid to holders of the IDRs     (133 )     (133 )
Distributions paid on common units     (18,110 )     (18,083 )
Net cash used in financing activities     (26,339 )     (897 )
Net increase in cash and cash equivalents     7,127       3,108  
Cash and cash equivalents at beginning of period     1,780       3,191  
Cash and cash equivalents at end of period   $ 8,907     $ 6,299  

Segment Results

Wholesale

The following table highlights the results of operations and certain operating metrics of the Wholesale segment (thousands of dollars, except for the number of distribution sites and per gallon amounts): 

    Three Months Ended March 31,  
    2020     2019  
Gross profit:                
Motor fuel–third party   $ 13,040     $ 8,068  
Motor fuel–intersegment and related party     6,853       6,702  
Motor fuel gross profit     19,893       14,770  
Rent gross profit     14,129       13,591  
Other revenues     1,115       619  
Total gross profit     35,137       28,980  
Income from CST Fuel Supply equity interests(a)     3,202       3,426  
Operating expenses     (9,074 )     (8,118 )
Adjusted EBITDA(b)   $ 29,265     $ 24,288  
Motor fuel distribution sites (end of period):(c)                
Motor fuel–third party                
Independent dealers(d)     660       363  
Lessee dealers(e)     685       502  
Total motor fuel distribution–third party sites     1,345       865  
Motor fuel–intersegment and related party                
DMS (related party)(f)     55       82  
Circle K(g)     23       43  
Commission agents (Retail segment)(h)     202       172  
Company operated retail sites (Retail segment)(i)           63  
Total motor fuel distribution–intersegment
  and related party sites
    280       360  
Motor fuel distribution sites (average during the
  period):
               
Motor fuel-third party distribution     1,048       863  
Motor fuel-intersegment and related party
  distribution
    258       363  
Total motor fuel distribution sites     1,306       1,226  
Volume of gallons distributed (in thousands)                
Third party     177,497       151,397  
Intersegment and related party     43,148       79,836  
Total volume of gallons distributed     220,645       231,233  
                 
Wholesale margin per gallon   $ 0.090     $ 0.064  

(a)      Represents income from CrossAmerica’s equity interest in CST Fuel Supply.
(b)      Please see the reconciliation of the segment’s Adjusted EBITDA to consolidated net income under the heading “Supplemental Disclosure Regarding Non-GAAP Financial Measures.”
(c)      In addition, as of March 31, 2020 and 2019, CrossAmerica distributed motor fuel to 14 and 13 sub-wholesalers, respectively, who distributed to additional sites.
(d)      The increase in the independent dealer site count was primarily attributable to the 290 independent dealer contracts acquired in the CST Fuel Supply Exchange and the asset exchange with Circle K which resulted in 19 Circle K sites being converted to independent dealers.
(e)      The increase in the lessee dealer site count was primarily attributable to the 125 lessee dealer sites acquired in the asset exchange with Circle K, the dealerization of 46 company operated sites, the 18 lessee dealer sites acquired in the CST Fuel Supply Exchange and converting sites operated by DMS to lessee dealer sites, partially offset by the divestiture of lower performing sites.
(f)       The decrease in the DMS site count was primarily attributable to converting DMS sites to lessee dealer sites.
(g)      The decrease in the Circle K site count was primarily attributable to the asset exchange with Circle K, which resulted in 19 Circle K sites being converted to independent dealer sites.
(h)      The increase in the commission site count was primarily attributable to the 37 commission sites acquired in the CST Fuel Supply Exchange.
(i)       The decrease in the company operated site count was primarily attributable to the first tranche of the asset exchange with Circle K as well as the dealerization of 46 company operated sites in the third quarter of 2019.

Retail

The following table highlights the results of operations and certain operating metrics of the Retail segment (thousands of dollars, except for the number of retail sites, gallons sold per day and per gallon amounts):

    Three Months Ended March 31,  
    2020     2019  
Gross profit:                
Motor fuel   $ 405     $ 1,544  
Merchandise and services           4,911  
Rent     1,639       1,388  
Total gross profit     2,044       7,843  
Operating expenses     (1,649 )     (7,235 )
Adjusted EBITDA(a)   $ 395     $ 608  
                 
Retail sites (end of period):                
Commission agents(b)     202       172  
Company operated retail sites(c)           63  
Total system sites at the end of the period     202       235  
                 
Total system operating statistics:                
Average retail fuel sites during the period     170       235  
Motor fuel sales (gallons per site per day)     1,865       2,060  
Motor fuel gross profit per gallon, net of credit card
  fees and commissions
  $ 0.014     $ 0.035  
                 
Commission agents statistics:                
Average retail fuel sites during the period     170       172  
Motor fuel gross profit per gallon, net of credit card
  fees and commissions
  $ 0.014     $ 0.016  
                 
Company operated retail site statistics:                
Average retail fuel sites during the period           63  
Motor fuel gross profit per gallon, net of credit card
  fees
  $     $ 0.080  
Merchandise and services gross profit percentage,
  net of credit card fees
    0.0 %     24.5 %

(a)      Please see the reconciliation of the segment’s Adjusted EBITDA to consolidated net income under the heading “Supplemental Disclosure Regarding Non-GAAP Financial Measures” below.
(b)      The increase in the commission site count was primarily attributable to the 37 commission sites acquired in the CST Fuel Supply Exchange.
(c)      The decrease in the company operated site count was primarily attributable to the first tranche of the asset exchange with Circle K and the dealerization of 46 company operated sites in the third quarter of 2019.   

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 available to the Partnership before deducting interest expense, income taxes, depreciation, amortization and accretion (which includes certain impairment charges). Adjusted EBITDA represents EBITDA as further adjusted to exclude equity-based employee and director compensation expense, gains or losses on dispositions and lease terminations, net, certain discrete acquisition related costs, such as legal and other professional fees and 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 the weighted average diluted common units and then dividing that result by the distributions paid per limited partner unit.

EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of the CrossAmerica financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess the 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 CrossAmerica 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 the Partnership’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 the Partnership’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, the Partnership’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, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):

    Three Months Ended March 31,  
    2020     2019  
Net income available to limited partners   $ 71,928     $ 79  
Interest expense     5,540       7,337  
Income tax (benefit) expense     (32 )     149  
Depreciation, amortization and accretion expense     17,227       13,061  
EBITDA     94,663       20,626  
Equity-based employee and director compensation expense     31       202  
(Gain) loss on dispositions and lease terminations, net(a)     (70,931 )     59  
Acquisition-related costs(b)     1,521       558  
Adjusted EBITDA     25,284       21,445  
Cash interest expense     (5,279 )     (7,047 )
Sustaining capital expenditures(c)     (640 )     (326 )
Current income tax benefit (expense)(d)     1,074       (815 )
Distributable Cash Flow   $ 20,439     $ 13,257  
Weighted-average diluted common units     35,996       34,456  
Distributions paid per limited partner unit(e)   $ 0.5250     $ 0.5250  
Distribution Coverage Ratio(f)   1.08x     0.73x  
  1. During the three months ended March 31, 2020, CrossAmerica recorded a $67.6 million gain on the sale of its 17.5% investment in CST Fuel Supply. In addition, the Partnership also recorded a gain of $1.8 million related to the sale of five CAPL properties as part of the Third Asset Exchange.
  2. Relates to certain discrete acquisition related costs, such as legal and other professional fees, separation benefit costs and certain purchase accounting adjustments associated with recently acquired businesses.
  3. 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, including payments to renew existing distribution contracts, or to maintain CrossAmerica’s sites in conditions suitable to lease, such as parking lot or roof replacement/renovation, or to replace equipment required to operate the existing business.
  4. Excludes current income tax incurred on the sale of sites.
  5. On April 23, 2020, the Board approved a quarterly distribution of $0.5250 per unit attributable to the first quarter of 2020. The distribution is payable on May 12, 2020 to all unitholders of record on May 5, 2020.
  6. The distribution coverage ratio is computed by dividing Distributable Cash Flow by the weighted-average diluted common units and then dividing that result by the distributions paid per limited partner unit.

                

The following table reconciles the segment Adjusted EBITDA to Consolidated Adjusted EBITDA presented in the table above (in thousands):

    Three Months Ended March 31,  
    2020     2019  
Adjusted EBITDA - Wholesale segment   $ 29,265     $ 24,288  
Adjusted EBITDA - Retail segment     395       608  
Adjusted EBITDA - Total segment   $ 29,660     $ 24,896  
Reconciling items:                
Elimination of intersegment profit in ending
  inventory balance
    (1,452 )     254  
General and administrative expenses     (4,480 )     (4,418 )
Other income, net     137       86  
Equity-based employee and director compensation expense     31       202  
Acquisition-related costs     1,521       558  
IDR distributions     (133 )     (133 )
Consolidated Adjusted EBITDA   $ 25,284     $ 21,445  

About CrossAmerica Partners LP

CrossAmerica Partners LP is a leading wholesale distributor of motor fuels and owner and lessee 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 1,700 locations and owns or leases approximately 1,100 sites. With a geographic footprint covering 33 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Chevron, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. 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 210-742-8316

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.

Note to Non-United States Investors: This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat one hundred percent (100%) of CrossAmerica Partners LP’s distributions to non-U.S. investors as attributable to income that is effectively connected with a United States trade or business. Accordingly, CrossAmerica Partners LP’s distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

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Source: CrossAmerica Partners