Financial Release

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March 1, 2021 at 4:15 PM EST

CrossAmerica Partners LP Reports Fourth Quarter and Year-End 2020 Results

Allentown, March 01, 2021 (GLOBE NEWSWIRE) --

CrossAmerica Partners LP Reports Fourth Quarter and Year-End 2020 Results

  • Reported Fourth Quarter 2020 Operating Income of $8.1 million and Net Income of $9.0 million compared to Operating Income of $9.4 million and Net Income of $4.3 million for the Fourth Quarter 2019
  • Generated Fourth Quarter 2020 Adjusted EBITDA of $24.4 million and Distributable Cash Flow of $26.2 million compared to Fourth Quarter 2019 Adjusted EBITDA of $25.6 million and Distributable Cash Flow of $18.8 million
  • Reported Fourth Quarter 2020 Gross Profit for the Wholesale Segment of $36.8 million compared to $32.7 million of Gross Profit for the Fourth Quarter 2019
  • Reported Fourth Quarter 2020 Gross Profit for the Retail Segment of $19.5 million compared to $2.3 million of Gross Profit for the Fourth Quarter 2019
  • Distributed 308.5 million wholesale fuel gallons during the Fourth Quarter 2020 at an average wholesale fuel margin per gallon of 7.8 cents
     
  • Reported Full Year 2020 Operating Income of $115.6 million and Net Income of $107.5 million compared to Operating Income of $43.3 million and Net Income of $18.1 million for the Full Year 2019
  • Generated Full Year 2020 Adjusted EBITDA of $107.4 million and Distributable Cash Flow of $102.5 million compared to Full Year 2019 Adjusted EBITDA of $103.7 million and Distributable Cash Flow of $80.1 million
  • Reported Full Year 2020 Gross Profit for the Wholesale Segment of $155.5 million compared to $131.1 million of Gross Profit for the Full Year 2019
  • Reported Full Year 2020 Gross Profit for the Retail Segment of $57.0 million compared to $23.1 million of Gross Profit for the Full Year 2019
  • Distributed 1.12 billion wholesale fuel gallons during the Full Year 2020 at an average wholesale fuel margin per gallon of 9.2 cents
     
  • The Distribution Coverage Ratio for the Full Year 2020 was 1.31 times compared to 1.11 times for the comparable period of 2019 and was 1.32 times for the Fourth Quarter 2020 compared to 1.04 times for the Fourth Quarter 2019
  • The Board of Directors of CrossAmerica’s General Partner declared a quarterly distribution of $0.5250 per limited partner unit attributable to the Fourth Quarter 2020 

             
Allentown, PA March 1, 2021CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the fourth quarter and full year ended December 31, 2020.

“Increased COVID-19 mitigation efforts and rising crude prices impacted our fourth quarter results. Despite a challenging environment, the Partnership ended the year strongly,” said Charles Nifong, CEO and President of CrossAmerica. “Overall, the Partnership finished the year in a better operational and financial position than it began the year. Our newly acquired assets, particularly our retail assets, enhanced our operations and our distribution coverage and leverage both improved meaningfully during the year. Our ability to achieve these results, particularly in light of the COVID-19 Pandemic, speak to the soundness of our strategic plan, our execution, and the quality of our people.”

Fourth Quarter Results

Consolidated Results

Operating income was $8.1 million for the fourth quarter 2020 compared to $9.4 million achieved in the fourth quarter 2019. Net income was $9.0 million or $0.24 per diluted common unit for the fourth quarter 2020, compared to Net income of $4.3 million or $0.12 per diluted common unit for the same period in 2019. The decline in Operating income was primarily driven by the negative impact of the COVID-19 Pandemic and an $1.2 million increase in general and administrative expenses, primarily associated with an increase in headcount related to the April 2020 acquisition of retail and wholesale assets. This was partially offset by an increase in operating income in the Wholesale segment. During the three months ended December 31, 2020, Operating and Net income also benefited from $1.7 million in gains that were primarily related to properties sold in connection with the Partnership’s ongoing real estate rationalization effort. Net income also benefited from lower interest expense and a higher income tax benefit.

Adjusted EBITDA was $24.4 million for the fourth quarter 2020 compared to $25.6 million for the same period in 2019, representing a decrease of 4%. The decrease in Adjusted EBITDA was primarily driven by higher general and administrative expenses as mentioned above (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

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 fourth quarter 2020, CrossAmerica’s Wholesale segment generated $36.8 million in gross profit compared to $32.7 million in gross profit for the fourth quarter 2019, representing an increase of 13%. The Partnership distributed, on a wholesale basis, 308.5 million gallons of motor fuel at an average wholesale gross profit of $0.078 per gallon, resulting in motor fuel gross profit of $24.0 million. For the three-month period ended December 31, 2019, CrossAmerica distributed, on a wholesale basis, 253.9 million gallons of fuel at an average wholesale gross profit of $0.068 per gallon, resulting in motor fuel gross profit of $17.3 million. The 39% increase in motor fuel gross profit was driven by a 22% increase in fuel volume distributed and a 15% increase in fuel margin per gallon. The main drivers of the volume increase were the asset exchanges with Circle K, the CST Fuel Supply Exchange and the acquisition of retail and wholesale assets, partially offset by the impact of the COVID-19 Pandemic. The increase in fuel margin per gallon was primarily driven by an increase in overall dealer tank wagon (“DTW”) volume. With the acquisition of retail and wholesale assets earlier this year, in addition to an overall increase in wholesale volume, the percentage of variable-priced business has increased from 18% of the gallons sold to CrossAmerica’s customers for the fourth quarter 2019 to 29% of the gallons sold to its customers for the fourth quarter 2020. The increase in DTW margin per gallon was partially offset by lower terms discounts as a result of lower crude prices.

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 fourth quarter 2020 was $42.52 per barrel, a 25% decrease, as compared to the average daily spot price of $56.82 per barrel during the same period in 2019. However, during the fourth quarter 2020, the daily spot price of West Texas Intermediate crude increased from $38.51 per barrel at the start of the quarter to $48.35 per barrel as of December 31, 2020, a 26% increase, which adversely impacted fuel margins for CrossAmerica’s variable priced gallons during the quarter.

CrossAmerica’s gross profit from Rent for the Wholesale segment was $12.2 million for the fourth quarter 2020 compared to $14.8 million for the fourth quarter 2019, representing a decrease of 18%. The decrease in rent was primarily driven by terminating leases at sites the Partnership previously leased to other parties but now operates itself as part of the acquisition of retail and wholesale assets earlier this year, partially offset by the impact of the CST Fuel Supply Exchange.   

Operating income for the Wholesale segment was $28.5 million for the fourth quarter 2020 compared to $27.8 million for the same period in 2019, an increase of 2%. As discussed above, the year-over-year increase was primarily driven by an increase in motor fuel gross profit, partially offset by the decrease in rent margin discussed above and the decrease in income from CST Fuel Supply as a result of the CST Fuel Supply Exchange.

Retail Segment

For the fourth quarter 2020, the Retail segment reported motor fuel gross profit of $5.5 million. For the same period in 2019, CrossAmerica generated motor fuel gross profit of $0.5 million. The $5.0 million increase in motor fuel gross profit was attributable to a 159% increase in volume driven by the increase in company operated and commission sites as a result of the April 2020 acquisition of retail and wholesale assets and the March 2020 CST Fuel Supply Exchange, partially offset by the impact of the COVID-19 Pandemic. In addition, CrossAmerica realized a higher average fuel margin per gallon due to the increase in company operated sites relative to 2019.

CrossAmerica generated $10.4 million in gross profit from merchandise in the fourth quarter 2020. Due to 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 during the fourth quarter 2019. Gross profit from rent was $2.1 million for the fourth quarter 2020 compared to $1.8 million for the same period in 2019, reflecting an increase of 16%. The increase was primarily a result of incremental rent income generated by the Partnership’s company operated sites.

Operating expenses were $19.2 million for the fourth quarter 2020 compared to $1.5 million for the fourth quarter 2019, with the increase attributable to the increased company site count. The average company operated site count increased from zero sites in the fourth quarter 2019 to 149 sites in the fourth quarter 2020.

Operating income for the Retail segment was $0.3 million for the fourth quarter 2020 compared to $0.8 million for the fourth quarter 2019, primarily as a result of changes in operations noted above.

Distributable Cash Flow and Distribution Coverage Ratio

Distributable Cash Flow was $26.2 million for the three-month period ended December 31, 2020, compared to $18.8 million for the same period in 2019. The 40% increase in Distributable Cash Flow was primarily due to the increase in operating income in the Wholesale segment and a decrease in cash interest. The fourth quarter also benefited from a current tax benefit related primarily to bonus depreciation on eligible capital expenditures. The Distribution Coverage Ratio for the current quarter was 1.32 times compared to 1.04 times for the fourth quarter 2019 (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

Twelve Months

Consolidated Results

Operating income was $115.6 million for the full year 2020 compared to Operating income of $43.3 million for the full year 2019, reflecting an increase of 167%. Net income was $107.5 million or $2.87 per diluted common unit for the twelve-month period ended December 31, 2020, compared to $18.1 million ($0.51 per diluted common unit) for the same period in 2019 or an increase of $89.4 million. During 2020, CrossAmerica recorded a $80.9 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 for the full year 2020. The year-over-year decrease in interest expense of $10.4 million and a $6.7 million higher income tax benefit also contributed to the increase in Net income. This was partially offset by a $4.1 million increase in general and administrative expenses, primarily associated with an increase in headcount related to the April 2020 acquisition of retail and wholesale assets, and a $13.7 million increase in depreciation, amortization and accretion expense.

Adjusted EBITDA was $107.4 million for the full year 2020 compared to $103.7 million for the same period in 2019, representing an increase of 4%. The increase in Adjusted EBITDA was primarily driven by the Wholesale segment, partially offset by the increase in general and administrative expenses mentioned above (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

Wholesale Segment

During the full year 2020, CrossAmerica’s Wholesale segment generated $155.5 million in gross profit compared to $131.1 million in gross profit for the full year 2019, representing an increase of 19%. The Partnership distributed, on a wholesale basis, 1.12 billion gallons of motor fuel at an average wholesale gross profit of $0.092 per gallon, resulting in motor fuel gross profit of $102.8 million for the full year 2020. For the twelve-month period ended December 31, 2019, CrossAmerica distributed, on a wholesale basis, 1.00 billion gallons of fuel at an average wholesale gross profit of $0.072 per gallon, resulting in motor fuel gross profit of $71.9 million. The 43% increase in motor fuel gross profit was primarily driven by DTW margins resulting from the movements in crude prices during the two years. In addition, particularly with the acquisition of retail and wholesale assets, a greater percentage of CrossAmerica’s wholesale volume was DTW-priced in 2020 in comparison to 2019. Volume increased 11% as a result of the asset exchanges with Circle K, the CST Fuel Supply Exchange and the acquisition of retail and wholesale assets, partially offset by the impact of the COVID-19 Pandemic. These increases were partially offset by lower terms discounts as a result of lower crude prices.

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 decreased approximately 31% to $39.16 per barrel during the full year 2020 as compared to $56.98 per barrel during the same period in 2019. 

CrossAmerica’s gross profit from rent for the Wholesale segment was $50.4 million for the full year 2020 compared to $56.3 million for the full year 2019, representing a decrease of 11%. This was primarily as a result of terminating leases in connection with the acquisition of retail and wholesale assets and $0.5 million in short-term rent concessions due to COVID-19, partially offset by the impacts from the conversion of 46 company operated sites to dealer operated sites in the third quarter 2019 and the CST Fuel Supply Exchange.

Wholesale operating expenses increased $2.7 million primarily as a result of a $1.1 million increase in environmental costs related to increased remediation reserves and increased costs in compliance testing and monitoring and a $1.0 million increase in insurance costs due to the increase in controlled sites as a result of the acquisitions. In addition, CrossAmerica incurred increases in management fees related to the increase in headcount primarily stemming from the April 2020 acquisition of retail and wholesale assets and the exchange of CST Fuel Supply, a non-operational, non-controlling, economic interest only in fuel margin, for controlled operational wholesale assets.

Operating income for the Wholesale segment was $123.5 million for the full year 2020 compared to $113.3 million for the same period in 2019 or an increase of 9%. As discussed above, the year-over-year increase was primarily driven by the increase in motor fuel gross profit.

Retail Segment

For the full year 2020, the Partnership’s motor fuel gross profit increased $7.5 million or 147%, attributable to a 62% increase in volume driven by the increase in company operated and commission sites as a result of the April 2020 acquisition of retail and wholesale assets and the March 2020 CST Fuel Supply Exchange, partially offset by the divestiture of 17 company operated sites in May 2019 in connection with the first tranche of the asset exchange with Circle K, the conversion of 46 company operated sites to dealer operated sites in the third quarter 2019 and the impact of the COVID-19 Pandemic. In addition, CrossAmerica realized a higher average margin per gallon due to the increase in the number of company operated sites relative to 2019.

During the year, the Partnership generated $32.0 million in gross profit from merchandise versus $10.2 million for the same period in 2019, an increase of $21.9 million due to the increase in the number of company operated sites relative to 2019. Other revenue increased $3.1 million (207%) due to the same drivers.

Rent gross profit increased $1.3 million or 21% due primarily to the commission sites acquired in the April 2020 acquisition of retail and wholesale assets and the March 2020 CST Fuel Supply Exchange.

Operating expenses increased $35.7 million or 179% primarily due to the increase in the number of company operated sites relative to 2019. CrossAmerica’s average company operated site count increased 197% from 2019 to 2020. Rent expense at the company operated sites increased $8.7 million due to the increase in the number of leased company operated sites in 2020 relative to 2019 due to the previously referenced acquisitions.

The decrease in Operating income was primarily due to the impact of the COVID-19 Pandemic and increase in operating expenses associated with the acquisitions and exchanges noted above. This was partially offset by the year-over-year performance of the motor fuel and merchandise gross profit.

Distributable Cash Flow and Distribution Coverage Ratio

Distributable Cash Flow was $102.5 million for the twelve-month period ended December 31, 2020, compared to $80.1 million for the same period in 2019, reflecting an increase of 28%. The increase in Distributable Cash Flow was primarily due to the increase in operating income in the Wholesale segment and a decrease in cash interest. Both periods benefited from a current tax benefit related primarily to bonus depreciation on eligible assets acquired in the asset exchanges and capital expenditures. The Distribution Coverage Ratio was 1.31 times for the twelve months ended December 31, 2020 as compared to 1.11 times for the twelve months ended December 31, 2019 (see Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release).

Liquidity and Capital Resources

As of February 22, 2021, after taking into consideration debt covenant restrictions, approximately $167 million was available for future borrowings under the Partnership’s revolving credit facility, an increase of $75 million in availability compared to December 31, 2019. As of December 31, 2020, CrossAmerica had $513.2 million outstanding under its revolving credit facility. Leverage, as defined under CrossAmerica’s credit facility, was 4.06 times as of December 31, 2020, compared to 4.70 times as of December 31, 2019.

Distributions

On January 21, 2021, 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 fourth quarter 2020. As previously announced, the distribution was paid on February 9, 2021 to all unitholders of record as of February 2, 2021. The amount and timing of any future distributions is subject to the discretion of the Board as provided in CrossAmerica’s Partnership Agreement.

2020 Highlights

·Asset Exchanges

CrossAmerica completed four additional tranches of the asset exchange with Circle K on February 25, 2020, April 7, 2020, May 5, 2020, and September 15, 2020. With the closing of the sixth and final tranche on September 15, 2020, the transactions contemplated under the Asset Exchange Agreement originally announced on December 17, 2018, have concluded. In total, for the six exchanges, the parties exchanged certain assets of CrossAmerica related to 56 convenience and fuel retail stores previously leased and operated by Circle K pursuant to a master lease that CrossAmerica previously purchased jointly with or from CST, and 17 convenience and fuel retail stores previously owned and operated by CrossAmerica located in the U.S. Upper Midwest for certain assets of Circle K related to 191 (163 fee and 28 leased) company-operated convenience and fuel retail stores.

·Elimination of Incentive Distribution Rights (“IDRs”)

On January 15, 2020, the Partnership entered into an Equity Restructuring Agreement with the General Partner and Dunne Manning CAP Holdings II LLC (“DM CAP Holdings”), a wholly owned subsidiary of Dunne Manning Partners, which is controlled by Joseph V. Topper, Jr., founder of the Partnership and the Chairman of the Board.

Pursuant to the Equity Restructuring Agreement, all of the outstanding IDRs of the Partnership, all of which were held by DM CAP Holdings, were cancelled and converted into 2,528,673 newly-issued common units representing limited partner interests in the Partnership based on a value of $45 million and calculated using the volume weighted average trading price of CrossAmerica’s common units ended five business days prior to the execution of the Equity Restructuring Agreement.

The transaction closed on February 6, 2020, after the record date for the distribution payable on the Partnership’s common units with respect to the fourth quarter of 2019.

·CST Fuel Supply Exchange

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 331 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 represented a non-controlling interest of 17.5% of the outstanding units of CST Fuel Supply. Twelve properties and 56 dealer-owned, dealer-operated sites were removed from the exchange transaction prior to closing, and Circle K made an aggregate payment of approximately $14.1 million to CrossAmerica at closing in lieu of the removed properties.

·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 provided 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 price was financed with borrowings under CrossAmerica’s credit facility.

Divestment of Assets

For the three months ended December 31, 2020, CrossAmerica divested a total of 13 non-core properties and received $8.0 million in connection with these sales. For the full year 2020, the Partnership has sold 33 non-core properties and received $21.2 million in proceeds.

Conference Call

The Partnership will host a conference call on March 2, 2021 at 9:00 a.m. Eastern Time to discuss fourth quarter and full year 2020 earnings results. The conference call numbers are 800-774-6070 or 630-691-2753 and the passcode for both is 7265208#. 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, 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)

    December 31,  
    2020     2019  
                 
ASSETS                
Current assets:                
Cash and cash equivalents   $ 513     $ 1,780  
Accounts receivable, net of allowances of $429 and $557, respectively     28,519       38,051  
Accounts receivable from related parties     931       4,299  
Inventory     23,253       6,230  
Assets held for sale     9,898       13,231  
Other current assets     11,707       5,795  
Total current assets     74,821       69,386  
Property and equipment, net     570,856       565,916  
Right-of-use assets, net     167,860       120,767  
Intangible assets, net     92,912       44,996  
Goodwill     88,764       88,764  
Other assets     19,129       21,318  
Total assets   $ 1,014,342     $ 911,147  
                 
LIABILITIES AND EQUITY                
Current liabilities:                
Current portion of debt and finance lease obligations   $ 2,631     $ 2,471  
Current portion of operating lease obligations     31,958       23,485  
Accounts payable     63,978       57,392  
Accounts payable to related parties     5,379       431  
Accrued expenses and other current liabilities     23,267       16,382  
Motor fuel and sales taxes payable     19,735       12,475  
Total current liabilities     146,948       112,636  
Debt and finance lease obligations, less current portion     527,299       534,859  
Operating lease obligations, less current portion     141,380       100,057  
Deferred tax liabilities, net     15,022       19,369  
Asset retirement obligations     41,450       35,589  
Other long-term liabilities     32,575       30,240  
Total liabilities     904,674       832,750  
                 
Commitments and contingencies                
                 
Equity:                
Common units—37,868,046 and 34,494,441 units issued and
   outstanding at December 31, 2020 and 2019, respectively
    112,124       78,397  
Accumulated other comprehensive loss     (2,456 )      
Total equity     109,668       78,397  
Total liabilities and equity   $ 1,014,342     $ 911,147  

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

     (Unaudited)
Three Months Ended
December 31,
    Year Ended
December 31,
 
    2020     2019     2020     2019  
Operating revenues (a)   $ 551,204     $ 512,379     $ 1,932,323     $ 2,149,429  
Cost of sales (b)     494,726       477,334       1,720,196       1,994,792  
Gross profit     56,478       35,045       212,127       154,637  
                                 
Income from CST Fuel Supply equity interests           3,681       3,202       14,768  
Operating expenses:                                
Operating expenses (c)     27,600       10,013       90,928       52,554  
General and administrative expenses     5,551       4,385       20,991       16,849  
Depreciation, amortization and accretion expense     16,875       15,412       68,742       55,032  
Total operating expenses     50,026       29,810       180,661       124,435  
Gain (loss) on dispositions and lease terminations, net     1,687       525       80,924       (1,648 )
Operating income     8,139       9,441       115,592       43,322  
Other income, net     145       172       503       524  
Interest expense     (3,404 )     (5,895 )     (16,587 )     (27,000 )
Income before income taxes     4,880       3,718       99,508       16,846  
Income tax benefit     (4,080 )     (540 )     (7,948 )     (1,230 )
Net income     8,960       4,258       107,456       18,076  
IDR distributions           (134 )     (133 )     (533 )
Net income available to limited partners   $ 8,960     $ 4,124     $ 107,323     $ 17,543  
                                 
                                 
Basic and diluted earnings per common unit   $ 0.24     $ 0.12     $ 2.87     $ 0.51  
                                 
Weighted-average common units:                                
Basic common units     37,868,046       34,475,688       37,369,487       34,454,369  
Diluted common units (d)     37,868,046       34,498,591       37,369,487       34,484,801  
                                 
Supplemental information:                                
(a) Includes excise taxes of:   $ 45,500     $ 16,362     $ 141,429     $ 78,004  
(a) Includes rent income of:     20,374       23,620       83,233       90,139  
(b) Includes rent expense of:     6,126       7,018       25,214       27,493  
(c) Includes rent expense of:     3,235             9,067       379  
(d) Diluted common units were not used in the calculation of diluted earnings per common unit for the 2020 periods because to do so would have been antidilutive.  

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

    For the Year Ended December 31,  
    2020     2019     2018  
Cash flows from operating activities:                        
Net income   $ 107,456     $ 18,076     $ 5,246  
Adjustments to reconcile net income to net cash provided by
   operating activities:
                       
Depreciation, amortization and accretion expense     68,742       55,032       66,549  
Amortization of deferred financing costs     1,042       1,027       1,534  
Amortization of above market leases, net                 (21 )
Credit loss expense     1,210       362       611  
Deferred income tax (benefit) expense     (4,436 )     3,569       (4,261 )
Equity-based employee and director compensation expense     172       1,246       481  
Circle K Omnibus Agreement fees settled in common units                 3,300  
(Gain) loss on dispositions and lease terminations, net     (88,912 )     1,648       6,297  
Changes in operating assets and liabilities, net of acquisitions     19,210       (8,633 )     10,016  
Net cash provided by operating activities     104,484       72,327       89,752  
                         
Cash flows from investing activities:                        
Principal payments received on notes receivable     974       1,098       780  
Proceeds from sale of property and equipment     21,729       4,856       6,642  
Proceeds from sale of assets to Circle K     23,049       3,148        
Capital expenditures     (37,057 )     (24,611 )     (13,717 )
Cash paid in connection with acquisitions, net of cash acquired     (28,244 )            
Cash paid to Circle K in connection with acquisitions                 (485 )
Net cash used in investing activities     (19,549 )     (15,509 )     (6,780 )
                         
Cash flows from financing activities:                        
Borrowings under the revolving credit facility     246,003       137,303       128,107  
Repayments on the revolving credit facility     (251,823 )     (116,303 )     (136,107 )
Payments of long-term debt and finance lease obligations     (2,458 )     (2,297 )     (2,866 )
Payments of sale-leaseback obligations                 (1,019 )
Payment of deferred financing costs           (3,972 )     (901 )
Contributions from Circle K                 6,306  
Distributions paid on distribution equivalent rights     (40 )     (86 )     (37 )
Distributions paid to holders of the IDRs     (133 )     (533 )     (1,579 )
Distributions paid to noncontrolling interests                 (20 )
Distributions paid on common units     (77,751 )     (72,341 )     (75,562 )
Net cash used in financing activities     (86,202 )     (58,229 )     (83,678 )
Net decrease in cash and cash equivalents     (1,267 )     (1,411 )     (706 )
                         
Cash and cash equivalents at beginning of period     1,780       3,191       3,897  
Cash and cash equivalents at end of period   $ 513     $ 1,780     $ 3,191  

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
December 31,
    Year Ended
December 31,
 
    2020     2019     2020     2019  
Gross profit:                                
Motor fuel–third party   $ 15,142     $ 12,314     $ 55,864     $ 45,117  
Motor fuel–intersegment and related party     8,898       4,957       46,921       26,801  
Motor fuel gross profit     24,040       17,271       102,785       71,918  
Rent gross profit     12,167       14,814       50,411       56,344  
Other revenues     639       568       2,344       2,887  
Total gross profit     36,846       32,653       155,540       131,149  
Income from CST Fuel Supply equity interests (a)           3,681       3,202       14,768  
Operating expenses     (8,373 )     (8,521 )     (35,285 )     (32,618 )
Operating Income   $ 28,473     $ 27,813     $ 123,457     $ 113,299  
Motor fuel distribution sites (end of period): (b)                                
Motor fuel–third party                                
Independent dealers (c)     687       369       687       369  
Lessee dealers (d)     653       648       653       648  
Total motor fuel distribution–third party sites     1,340       1,017       1,340       1,017  
Motor fuel–intersegment and related party                                
DMS (related party) (e)           68             68  
Circle K (f)     5       28       5       28  
Commission agents (Retail segment) (g)     208       169       208       169  
Company operated retail sites (Retail segment) (h)     150             150        
Total motor fuel distribution–intersegment
   and related party sites
    363       265       363       265  
Motor fuel distribution sites (average during the period):                                
Motor fuel-third party distribution     1,345       1,024       1,276       938  
Motor fuel-intersegment and related party distribution     364       265       336       318  
Total motor fuel distribution sites     1,709       1,289       1,612       1,256  
Volume of gallons distributed (in thousands)                                
Third party     232,608       192,701       845,858       706,759  
Intersegment and related party     75,922       61,171       270,930       297,235  
Total volume of gallons distributed     308,530       253,872       1,116,788       1,003,994  
                                 
Wholesale margin per gallon   $ 0.078     $ 0.068     $ 0.092     $ 0.072  

(a)      Represents income from CrossAmerica’s equity interest in CST Fuel Supply.
(b)      In addition, as of December 31, 2020 and 2019, CrossAmerica distributed motor fuel to 13 sub-wholesalers who distributed to additional sites.
(c)      The increase in the independent dealer site count was primarily attributable to the 288 independent dealer contracts acquired in the CST Fuel Supply Exchange and the asset exchange with Circle K which resulted in 26 Circle K sites being converted to independent dealers.
(d)      The increase in the lessee dealer site count was primarily attributable to the 72 lessee dealer sites acquired in the asset exchanges with Circle K, 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 acquisition of retail and wholesale assets that resulted in the termination of leases at 48 lessee dealer sites and the real estate rationalization effort.
(e)      The decrease in the DMS site count was primarily attributable to the acquisition of retail and wholesale assets that resulted in the termination of 54 leases with DMS and conversion of DMS sites to lessee dealer sites.
(f)       The decrease in the Circle K site count was primarily attributable to the asset exchange with Circle K, which resulted in 26 Circle K sites being converted to independent dealer sites.
(g)      The increase in the commission site count was primarily attributable to the 37 commission sites acquired in the CST Fuel Supply Exchange.
(h)      The increase in the company operated site count was primarily attributable to the 154 company operated sites from the acquisition of retail and wholesale assets.

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
December 31,
    Year Ended
December 31,
 
    2020     2019     2020     2019  
Gross profit:                                
Motor fuel   $ 5,515     $ 463     $ 12,691     $ 5,147  
Merchandise (a)     10,357             32,046       10,169  
Rent     2,081       1,788       7,608       6,302  
Other revenue (a)     1,580             4,626       1,507  
Total gross profit     19,533       2,251       56,971       23,125  
Operating expenses     (19,227 )     (1,492 )     (55,643 )     (19,936 )
Operating income   $ 306     $ 759     $ 1,328     $ 3,189  
                                 
Retail sites (end of period):                                
Commission agents (b)     208       169       208       169  
Company operated retail sites (c)     150             150        
Total system sites at the end of the period     358       169       358       169  
                                 
Total system operating statistics:                                
Average retail fuel sites during the period     359       169       306       206  
Motor fuel sales (gallons per site per day)     2,476       2,027       2,316       2,127  
Motor fuel gross profit per gallon, net of credit card
   fees and commissions
  $ 0.067     $ 0.015     $ 0.049     $ 0.032  
                                 
Commission agents statistics:                                
Average retail fuel sites during the period     210       169       199       170  
Motor fuel gross profit per gallon, net of credit card
   fees and commissions
  $ 0.015     $ 0.015     $ 0.015     $ 0.015  
                                 
Company operated retail site statistics:                                
Average retail fuel sites during the period     149             107       36  
Motor fuel gross profit per gallon, net of credit card fees   $ 0.124     n/a     $ 0.094     $ 0.101  
Merchandise gross profit percentage, net of credit card
   fees (a)
    25.8 %   n/a       26.0 %     21.2 %

(a)      CrossAmerica reclassified revenues related to certain ancillary items such as car wash revenue, lottery commissions and ATM commissions from merchandise margin to other revenues to conform to the current year presentation, which amounted to $1.5 million for the twelve months ended December 31, 2019. This reclassification also impacted the merchandise gross profit percentages reported for the 2019 periods.
(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 increase in the company operated site count was primarily attributable to the 154 company operated sites from the acquisition of retail and wholesale assets.   

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
December 31,
    Year Ended
December 31,
 
    2020     2019     2020     2019  
Net income available to limited partners   $ 8,960     $ 4,124     $ 107,323     $ 17,543  
Interest expense     3,404       5,895       16,587       27,000  
Income tax benefit     (4,080 )     (540 )     (7,948 )     (1,230 )
Depreciation, amortization and accretion     16,875       15,412       68,742       55,032  
EBITDA     25,159       24,891       184,704       98,345  
Equity-based employee and director compensation expense     89       699       172       1,246  
(Gain) loss on dispositions and lease terminations, net (a)     (1,687 )     (525 )     (80,924 )     1,648  
Acquisition-related costs (b)     886       521       3,464       2,464  
Adjusted EBITDA     24,447       25,586       107,416       103,703  
Cash interest expense     (3,144 )     (5,644 )     (15,545 )     (25,973 )
Sustaining capital expenditures (c)     (1,737 )     (1,177 )     (3,529 )     (2,406 )
Current income tax benefit (d)     6,674       10       14,126       4,799  
Distributable Cash Flow   $ 26,240     $ 18,775     $ 102,468     $ 80,123  
Weighted average diluted common units     37,868       34,449       37,369       34,485  
Distributions paid per limited partner unit (e)   $ 0.5250     $ 0.5250     $ 2.1000     $ 2.1000  
Distribution Coverage Ratio (f)   1.32x     1.04x     1.31x     1.11x  

(a) CrossAmerica recorded gains on the sale of CAPL properties in connection with the asset exchange with Circle K of $19.3 million for the twelve months ended December 31, 2020. The Partnership also recorded gains on the sale of sites in connection with its ongoing real estate rationalization effort of $2.5 million and $6.4 million for the three and twelve months ended December 31, 2020, respectively. During the twelve months ended December 31, 2020, CrossAmerica recorded a $67.6 million gain on the sale of its 17.5% investment in CST Fuel Supply. Also, during the twelve months ended December 31, 2020, CrossAmerica recorded a loss on lease terminations, including the non-cash write-off of deferred rent income associated with these leases, of $10.9 million.

(b) Relates to certain acquisition related costs, such as legal and other professional fees, separation benefit costs and certain purchase accounting adjustments associated with recently acquired businesses.

(c) Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain CrossAmerica’s long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes, 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.

(d) Consistent with prior divestitures, the current income tax benefit in 2020 and 2019 excludes income tax incurred on the sale of sites. 2020 and 2019 also include the tax benefit of 100% bonus depreciation on the eligible assets acquired in the asset exchanges with Circle K as well as certain dispenser upgrades and rebranding costs.

(e) On January 21, 2021, the Board approved a quarterly distribution of $0.5250 per unit attributable to the fourth quarter of 2020. The distribution was paid on February 9, 2021 to all unitholders of record on February 2, 2021.

(f) 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.

                

About CrossAmerica Partners LP

CrossAmerica Partners LP is a leading wholesale distributor of motor fuels, convenience store operator, 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 34 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