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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-35711

CROSSAMERICA PARTNERS LP

(Exact name of registrant as specified in its charter)


Delaware		45-4165414
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

645 Hamilton Street, Suite 400 Allentown, PA		18101 (Zip Code) (610) 625-8000
(Address of Principal Executive Offices)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CAPL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of November 1, 2024, the registrant had outstanding 38,046,688 common units.

TABLE OF CONTENTS


		PAGE

Commonly Used Defined Terms		i

PART I - FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023		1
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023		2
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023		3
Consolidated Statements of Equity and Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023		4
Condensed Notes to Consolidated Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures about Market Risk		31
Item 4. Controls and Procedures		31

PART II - OTHER INFORMATION		32
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 6. Exhibits		32

SIGNATURE		33

COMMONLY USED DEFINED TERMS


The following is a list of certain acronyms and terms generally used in the industry and throughout this document:

CrossAmerica Partners LP and subsidiaries:

CrossAmerica			CrossAmerica Partners LP, the Partnership, CAPL, we, us, our

Holdings			CAPL JKM Holdings LLC, an indirect wholly-owned subsidiary of CrossAmerica and sole member of CAPL JKM Partners

CAPL JKM Partners			CAPL JKM Partners LLC, a wholly-owned subsidiary of Holdings

Joe’s Kwik Marts			Joe’s Kwik Marts LLC, a wholly-owned subsidiary of CAPL JKM Partners

LGWS			Lehigh Gas Wholesale Services, Inc., an indirect wholly-owned subsidiary of CrossAmerica

CrossAmerica Partners LP related parties:

DMI			Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with the Topper Group

General Partner			CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by the Topper Group.

Topper Group			Joseph V. Topper, Jr., collectively with his affiliates and family trusts that have ownership interests in the Partnership. Joseph V. Topper, Jr. is the founder of the Partnership and a member of the Board. The Topper Group is a related party and large holder of our common units.

TopStar			TopStar Inc., an entity affiliated with a family member of Joseph V. Topper, Jr. TopStar is an operator of convenience stores that leases sites and purchases fuel from us.

Other Defined Terms:

AOCI			Accumulated other comprehensive income

ASU			Accounting Standards Update

Board			Board of Directors of our General Partner

Bonus Plan			The Performance-Based Bonus Compensation Policy is one of the key components of “at-risk” compensation. The Bonus Plan is utilized to reward short-term performance achievements and to motivate and reward employees for their contributions toward meeting financial and strategic goals.

CAPL Credit Facility			Credit Agreement, dated as of April 1, 2019, as amended by the First Amendment to Credit Agreement, dated as of November 19, 2019, and by the Second Amendment to Credit Agreement, dated as of July 28, 2021, and by the Third Amendment to Credit Agreement, dated as of November 9, 2022, and as amended and restated by the Amendment and Restatement Agreement, dated as of March 31, 2023, as amended by the First Amendment to Amendment and Restatement Agreement, dated as of February 20, 2024, among the Partnership and Lehigh Gas Wholesale Services, Inc., as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent.

DTW			Dealer tank wagon contracts, which are variable market-based cent per gallon priced wholesale motor fuel distribution or supply contracts; DTW also refers to the pricing methodology under such contracts

EBITDA			Earnings before interest, taxes, depreciation, amortization and accretion, a non-GAAP financial measure

Exchange Act			Securities Exchange Act of 1934, as amended

Form 10-K			CrossAmerica’s Annual Report on Form 10-K for the year ended December 31, 2023

Internal Revenue Code			Internal Revenue Code of 1986, as amended


IPO		Initial public offering of CrossAmerica Partners LP on October 30, 2012

JKM Credit Facility		Credit Agreement, dated as of July 16, 2021, as amended on July 29, 2021 among CAPL JKM Partners, Holdings and Manufacturers and Traders Trust Company, as administrative agent, swingline lender and issuing bank. The Term Loan Facility was paid off and the JKM Credit Facility was terminated on March 31, 2023.

MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Omnibus Agreement		The Omnibus Agreement, effective January 1, 2020, by and among the Partnership, the General Partner and DMI. The terms of the Omnibus Agreement were approved by the independent conflicts committee of the Board, which is composed of the independent directors of the Board. Pursuant to the Omnibus Agreement, DMI agrees, among other things, to provide, or cause to be provided, to the Partnership certain management services at cost without markup.

Partnership Agreement		Second Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of February 6, 2020

Predecessor Entity		Wholesale distribution contracts and real property and leasehold interests contributed to the Partnership in connection with the IPO

SOFR		Secured Overnight Financing Rate

Term Loan Facility		$185 million delayed draw term loan facility provided under the JKM Credit Facility, which was paid off and terminated March 31, 2023

U.S. GAAP		U.S. Generally Accepted Accounting Principles

WTI		West Texas Intermediate crude oil

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CROSSAMERICA PARTNERS LP

CONSOLIDATED BALANCE SHEETS

(Thousands of Dollars, except unit data)

(Unaudited)


	September 30,			December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	7,765		$	4,990
Accounts receivable, net of allowances of $682 and $709, respectively		31,946			31,185
Accounts receivable from related parties		574			437
Inventory		60,973			52,344
Assets held for sale		11,660			400
Current portion of interest rate swap contracts		2,205			9,321
Other current assets		10,612			9,845
Total current assets		125,735			108,522
Property and equipment, net		665,188			705,217
Right-of-use assets, net		137,797			148,317
Intangible assets, net		81,512			95,261
Goodwill		99,409			99,409
Deferred tax assets		80			759
Interest rate swap contracts, less current portion		294			687
Other assets		20,099			23,510
Total assets	$	1,130,114		$	1,181,682

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations	$	3,233		$	3,083
Current portion of operating lease obligations		34,854			34,787
Accounts payable		81,507			68,986
Accounts payable to related parties		7,908			10,180
Current portion of interest rate swap contracts		221			—
Accrued expenses and other current liabilities		25,956			23,674
Motor fuel and sales taxes payable		19,120			20,386
Total current liabilities		172,799			161,096
Debt and finance lease obligations, less current portion		769,233			753,880
Operating lease obligations, less current portion		107,936			118,723
Deferred tax liabilities, net		7,469			12,919
Asset retirement obligations		48,669			47,844
Interest rate swap contracts, less current portion		3,647			3,535
Other long-term liabilities		51,059			52,934
Total liabilities		1,160,812			1,150,931

Commitments and contingencies (Note 11)

Preferred membership interests		28,343			27,744

Equity:
Common units— 38,046,688 and 37,983,154 units issued and outstanding at September 30, 2024 and December 31, 2023, respectively		(57,414	)		(2,392	)
Accumulated other comprehensive (loss) income		(1,627	)		5,399
Total (deficit) equity		(59,041	)		3,007
Total liabilities and equity	$	1,130,114		$	1,181,682

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, except unit and per unit amounts)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating revenues (a)	$	1,079,163		$	1,210,023		$	3,154,066		$	3,371,578
Costs of sales (b)		967,937			1,109,583			2,856,730			3,091,355
Gross profit		111,226			100,440			297,336			280,223

Operating expenses:
Operating expenses (c)		60,766			50,609			168,619			146,030
General and administrative expenses		7,310			6,877			22,040			20,091
Depreciation, amortization and accretion expense		20,736			19,096			57,903			58,214
Total operating expenses		88,812			76,582			248,562			224,335
Gain (loss) on dispositions and lease terminations, net		4,682			287			(6,546	)		5,220
Operating income		27,096			24,145			42,228			61,108
Other income, net		197			174			604			598
Interest expense		(14,169	)		(10,559	)		(38,918	)		(33,254	)
Income before income taxes		13,124			13,760			3,914			28,452
Income tax expense (benefit)		2,416			1,468			(1,678	)		2,603
Net income		10,708			12,292			5,592			25,849
Accretion of preferred membership interests		582			629			1,911			1,845
Net income available to limited partners	$	10,126		$	11,663		$	3,681		$	24,004

Earnings per common unit
Basic	$	0.27		$	0.31		$	0.10		$	0.63
Diluted	$	0.27		$	0.31		$	0.10		$	0.63

Weighted-average common units:
Basic		38,041,815			37,966,474			38,021,173			37,953,348
Diluted		38,200,833			38,139,258			38,181,684			38,126,392

Supplemental information:
(a) includes excise taxes of:	$	86,108		$	76,991		$	239,215		$	223,066
(a) includes rent income of:		16,938			20,137			53,959			61,980
(b) excludes depreciation, amortization and accretion
(b) includes rent expense of:		5,010			5,679			15,621			16,891
(c) includes rent expense of:		4,533			3,957			12,972			11,666

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of Dollars)

(Unaudited)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net income	$	5,592		$	25,849
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion expense		57,903			58,214
Amortization of deferred financing costs		1,452			2,806
Credit loss expense		81			37
Deferred income tax (benefit) expense		(4,770	)		1,145
Equity-based employee and director compensation expense		1,134			2,084
Loss (gain) on dispositions and lease terminations, net		6,546			(5,220	)
Changes in operating assets and liabilities, net of acquisitions		8,734			(5,926	)
Net cash provided by operating activities		76,672			78,989

Cash flows from investing activities:
Principal payments received on notes receivable		117			162
Proceeds from sale of assets		17,969			4,983
Capital expenditures		(19,131	)		(21,680	)
Lease terminations payments to Applegreen, including inventory purchases		(25,517	)		—
Net cash used in investing activities		(26,562	)		(16,535	)

Cash flows from financing activities:
Borrowings under revolving credit facilities		90,919			221,900
Repayments on revolving credit facilities		(74,500	)		(65,537	)
Repayments on the Term Loan Facility		—			(158,980	)
Payments of finance lease obligations		(2,294	)		(2,150	)
Payments of deferred financing costs		(74	)		(7,106	)
Distributions paid on distribution equivalent rights		(194	)		(168	)
Income tax distributions paid on preferred membership interests		(1,312	)		(900	)
Distributions paid on common units		(59,880	)		(59,777	)
Net cash used in financing activities		(47,335	)		(72,718	)
Net increase (decrease) in cash and cash equivalents		2,775			(10,264	)

Cash and cash equivalents at beginning of period		4,990			16,054
Cash and cash equivalents at end of period	$	7,765		$	5,790

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME

(Thousands of Dollars, except unit amounts)

(Unaudited)


	Limited Partners' Interest Common Unitholders					AOCI			Total Equity
	Units		Dollars			Dollars			Dollars
Balance at June 30, 2024		38,027,194	$	(47,893	)	$	10,641		$	(37,252	)
Net income		—		10,708			—			10,708
Other comprehensive income
Unrealized loss on interest rate swap contracts		—		—			(10,310	)		(10,310	)
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(1,958	)		(1,958	)
Total other comprehensive loss		—		—			(12,268	)		(12,268	)
Comprehensive income (loss)		—		10,708			(12,268	)		(1,560	)
Vesting of equity awards, net of units withheld for tax		19,494		392			—			392
Accretion of preferred membership interests		—		(582	)		—			(582	)
Distributions paid		—		(20,039	)		—			(20,039	)
Balance at September 30, 2024		38,046,688	$	(57,414	)	$	(1,627	)	$	(59,041	)

Balance at June 30, 2023		37,952,950	$	9,217		$	19,127		$	28,344
Net income		—		12,292			—			12,292
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			6,584			6,584
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(4,732	)		(4,732	)
Total other comprehensive income		—		—			1,852			1,852
Comprehensive income		—		12,292			1,852			14,144
Vesting of equity awards, net of units withheld for taxes		17,770		344			—			344
Accretion of preferred membership interests		—		(629	)		—			(629	)
Distributions paid		—		(19,991	)		—			(19,991	)
Balance at September 30, 2023		37,970,720	$	1,233		$	20,979		$	22,212

Balance at December 31, 2023		37,983,154	$	(2,392	)	$	5,399		$	3,007
Net income		—		5,592			—			5,592
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			2,006			2,006
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(9,032	)		(9,032	)
Total other comprehensive loss		—		—			(7,026	)		(7,026	)
Comprehensive income (loss)		—		5,592			(7,026	)		(1,434	)
Issuance of units related to 2023 Bonus Plan		17,136		381			—			381
Vesting of equity awards, net of units withheld for taxes		46,398		990			—			990
Accretion of preferred membership interests		—		(1,911	)		—			(1,911	)
Distributions paid		—		(60,074	)		—			(60,074	)
Balance at September 30, 2024		38,046,688	$	(57,414	)	$	(1,627	)	$	(59,041	)

Balance at December 31, 2022		37,937,604	$	36,508		$	16,469		$	52,977
Net income		—		25,849			—			25,849
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			16,619			16,619
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(12,109	)		(12,109	)
Total other comprehensive income		—		—			4,510			4,510
Comprehensive income		—		25,849			4,510			30,359
Issuance of units related to 2022 Bonus Plan		15,346		322			—			322
Vesting of equity awards, net of units withheld for taxes		17,770		344			—			344
Accretion of preferred membership interests		—		(1,845	)		—			(1,845	)
Distributions paid		—		(59,945	)		—			(59,945	)
Balance at September 30, 2023		37,970,720	$	1,233		$	20,979		$	22,212

The accompanying notes are an integral part of these consolidated financial statements.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. DESCRIPTION OF BUSINESS AND OTHER DISCLOSURES

Our business consists of:

•

the wholesale distribution of motor fuels;

•

the owning or leasing of sites used in the retail distribution of motor fuels and, in turn, generating rental income from the lease or sublease of the sites;

•

the retail sale of motor fuels to end customers at retail sites operated by commission agents and ourselves; and

•

the operation of retail sites, including the sale of convenience merchandise to end customers.

Interim Financial Statements

These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and the Exchange Act. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature unless disclosed otherwise. Management believes that the disclosures made are adequate to keep the information presented from being misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K. Financial information as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 included in the consolidated financial statements has been derived from our unaudited financial statements. Financial information as of December 31, 2023 has been derived from our audited financial statements and notes thereto as of that date.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Our business exhibits seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer activity months) and lowest during the winter months in the first and fourth quarters.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results and outcomes could differ from those estimates and assumptions. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances could result in revised estimates and assumptions.

Recently Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, "Improvements in Reportable Segment Disclosures." The amendments in this new guidance improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. These new disclosures will be required in our Annual Report on Form 10-K for the year ending December 31, 2024 and interim and annual reports thereafter. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to our reportable segments starting in our Annual Report on Form 10-K for the year ending December 31, 2024.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” The amendments in this new guidance require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. This new guidance also requires certain new disclosures such as income taxes paid disaggregated by federal, state and foreign taxes and further disaggregated by individual jurisdictions in which income taxes paid exceeds a quantitative threshold. This new guidance also eliminates certain previously required disclosures. We will adopt this new guidance effective January 1, 2025. Although we do not anticipate the impact of adopting this guidance will be material, it will affect our disclosures related to income taxes.

Certain other new accounting pronouncements have become effective for our financial statements during 2024, but the adoption of these pronouncements did not materially impact our financial position, results of operations or disclosures.

Concentration Risk

For the nine months ended September 30, 2024 and 2023, respectively, we purchased approximately 81% and 80% of our motor fuel from four suppliers. For the nine months ended September 30, 2024 and 2023, respectively, approximately 22% and 23% of our motor fuel gallons sold were delivered by two carriers.

For the nine months ended September 30, 2024 and 2023, respectively, approximately 19% and 29% of our rent income was from five multi-site operators.

For the nine months ended September 30, 2024 and 2023, respectively, approximately 48% and 47% of our merchandise was purchased from one supplier.

Note 2. APPLEGREEN ACQUISITION AND LEASE TERMINATION

On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $16.9 million. The transaction closed on a rolling basis by site beginning during the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. The Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other.

Of the 59 locations, 31 locations converted during the first quarter of 2024 and the remaining locations converted in April 2024. This transaction resulted in the transition of these lessee dealer sites to company operated sites.

During the first half of 2024, we paid $25.5 million of cash and recorded a non-cash write-off of deferred rent income of $1.5 million. We recorded these transactions as follows (in thousands):


Cash consideration
Lease termination payments	$	16,983
Inventory purchases		8,534
Total cash paid		25,517

Inventory		8,534
Equipment		2,530
Loss on lease termination		14,453
Non-cash write-off of deferred rent income		1,515
Total loss on lease termination	$	15,968

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. ASSETS HELD FOR SALE

We have classified 12 sites and two sites as held for sale at September 30, 2024 and December 31, 2023, respectively, which are expected to be sold within one year of such classification. Assets held for sale were as follows (in thousands):


	September 30,			December 31,
	2024			2023
Land	$	6,322		$	240
Buildings and site improvements		4,327			380
Equipment		4,312			418
Total		14,961			1,038
Less accumulated depreciation		(3,301	)		(638	)
Assets held for sale	$	11,660		$	400

The Partnership has continued to focus on optimizing the class of trade for its assets, which has included divesting certain assets, often lower performing, while seeking to maintain a wholesale fuel supply relationship whenever possible. During the three and nine months ended September 30, 2024, we sold nine and 19 sites for $7.2 million and $19.0 million in proceeds, resulting in net gains of $5.3 million and $11.8 million, respectively. The proceeds for the nine months ended September 30, 2024 include $1.3 million of proceeds initially placed in a Section 1031 exchange escrow account. During the three and nine months ended September 30, 2023, we sold one and eight properties for $0.1 million and $8.3 million in proceeds, resulting in net gains of an insignificant amount and $6.3 million, respectively. The proceeds for the nine months ended September 30, 2023 include $3.6 million of proceeds initially placed in a Section 1031 exchange escrow account.

See Note 5 for information regarding impairment charges primarily recorded upon classifying sites within assets held for sale.

Note 4. INVENTORY

Inventory consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Merchandise	$	34,859	$	26,081
Motor fuel		26,114		26,263
Inventory	$	60,973	$	52,344

See Notes 2 and 15 for information regarding the Applegreen Acquisition and other conversions of lessee dealer sites to company operated sites, which caused a significant portion of the increase in inventory.

Note 5. PROPERTY AND EQUIPMENT

Property and equipment, net consisted of the following (in thousands):


	September 30,			December 31,
	2024			2023
Land	$	315,465		$	326,571
Buildings and site improvements		358,234			365,528
Leasehold improvements		17,330			16,434
Equipment		361,822			356,160
Construction in progress		8,726			4,462
Property and equipment, at cost		1,061,577			1,069,155
Accumulated depreciation and amortization		(396,389	)		(363,938	)
Property and equipment, net	$	665,188		$	705,217

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded impairment charges of $3.2 million and an insignificant amount during the three months ended September 30, 2024 and 2023, and $3.7 million and $0.8 million during the nine months ended September 30, 2024 and 2023, respectively, included within depreciation, amortization and accretion expenses on the statements of operations. These impairment charges were primarily related to sites initially classified within assets held for sale in connection with our ongoing real estate rationalization effort.

Note 6. INTANGIBLE ASSETS

Intangible assets consisted of the following (in thousands):


	September 30, 2024						December 31, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	194,626	$	114,533	$	80,093	$	234,501	$	140,714	$	93,787
Trademarks/licenses		2,133		841		1,292		2,078		761		1,317
Covenant not to compete		200		73		127		200		43		157
Total intangible assets	$	196,959	$	115,447	$	81,512	$	236,779	$	141,518	$	95,261

Note 7. DEBT

Our balances for long-term debt and finance lease obligations were as follows (in thousands):


	September 30,		December 31,
	2024		2023
CAPL Credit Facility	$	772,419	$	756,000
Finance lease obligations		8,770		11,064
Total debt and finance lease obligations		781,189		767,064
Current portion		3,233		3,083
Noncurrent portion		777,956		763,981
Deferred financing costs, net		8,723		10,101
Noncurrent portion, net of deferred financing costs	$	769,233	$	753,880

The CAPL Credit Facility is a $925 million revolving credit facility maturing March 31, 2028 that is secured by substantially all of the Partnership’s assets.

Letters of credit outstanding totaled $5.3 million and $4.5 million at September 30, 2024 and December 31, 2023, respectively.

Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at September 30, 2024 was 6.5% (our applicable margin was 2.25% as of September 30, 2024). See Note 8 for additional information on our interest rate swap contracts.

The CAPL Credit Facility contains certain financial covenants. The Partnership is required to maintain a Consolidated Leverage Ratio (as defined in the CAPL Credit Facility) of (i) for each fiscal quarter ending March 31, 2024, June 30, 2024 and September 30, 2024, not greater than 5.00 to 1.00, and (ii) for each fiscal quarter ending December 31, 2024 and thereafter, not greater than 4.75 to 1.00. For the quarter during a Specified Acquisition Period (as defined in the CAPL Credit Facility), such threshold will be increased by increasing the numerator thereof by 0.5, but such numerator may not exceed 5.25 to 1.00. Upon the occurrence of a Qualified Note Offering (as defined in the CAPL Credit Facility), the Consolidated Leverage Ratio threshold when not in a Specified Acquisition Period is increased to 5.25 to 1.00, while the Specified Acquisition Period threshold is 5.50 to 1.00. Upon the occurrence of a Qualified Note Offering, the Partnership is also required to maintain a Consolidated Senior Secured Leverage Ratio (as defined in the CAPL Credit Facility) for the most recently completed four fiscal quarter period of not greater than 3.75 to 1.00. Such threshold is increased to 4.00 to 1.00 for the quarter during a Specified Acquisition Period. The Partnership is also required to maintain a Consolidated Interest Coverage Ratio (as defined in the CAPL Credit Facility) of at least 2.50 to 1.00.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 20, 2024, in connection with our Applegreen Acquisition, we entered into an amendment (the “Amendment”) to the CAPL Credit Facility. The Amendment, among other things, modified the definition of Consolidated EBITDA contained in the Credit Agreement to permit the full addback of certain lease termination expenses incurred in connection with the Applegreen Acquisition and the addback of other lease termination expenses incurred in connection with future transactions, subject to certain terms and conditions.

As of September 30, 2024, we were in compliance with our financial covenants under the CAPL Credit Facility. The amount of availability under the CAPL Credit Facility at September 30, 2024, after taking into consideration debt covenant restrictions, was $145 million.

In connection with amending the CAPL Credit Facility and terminating the JKM Credit Facility in March 2023, the Partnership wrote off $1.1 million of deferred financing costs in the first quarter of 2023.

Note 8. INTEREST RATE SWAP CONTRACTS

During 2024, we held the following interest rate swap contracts (in thousands):


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting	$	150,000	April 1, 2024		0.413	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		75,000	April 1, 2024		0.298	%
Spot starting		50,000	March 30, 2028		3.287	%
Spot starting		100,000	March 31, 2028		3.287	%
Spot starting		50,000	April 8, 2028		3.282	%
Forward starting April 1, 2024		100,000	April 1, 2028		2.932	%
Spot starting		80,000	March 31, 2028		4.105	%
Spot starting		20,000	March 31, 2028		4.121	%

Our interest rate swap contracts fix the rate on a portion of our SOFR-based borrowings under our CAPL Credit Facility, have been designated as cash flow hedges and are expected to be highly effective. The first three swap contracts above matured April 1, 2024, and as a result, our effective interest rate on the CAPL Credit Facility has increased since that time.

The fair value of each of these interest rate swap contracts was reported as a separate line item within current assets, noncurrent assets, current liabilities and noncurrent liabilities, as applicable. See Note 12 for additional information on the fair value of the interest rate swap contracts.

We report the unrealized gains and losses on our interest rate swap contracts designated as highly effective cash flow hedges as a component of other comprehensive income and reclassify such gains and losses into earnings (interest expense on our statement of operations) in the same period during which the hedged interest expense is recorded. We recognized a net realized gain from settlements of the interest rate swap contracts of $2.0 million and $4.7 million for the three months ended September 30, 2024 and 2023 and $9.0 million and $12.1 million for the nine months ended September 30, 2024 and 2023, respectively.

We currently estimate that a net gain of $1.7 million will be reclassified from accumulated other comprehensive income into interest expense during the next 12 months; however, the actual amount that will be reclassified will vary based on changes in interest rates.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9. OPERATING LEASES AS LESSOR

During the first half of 2024, we terminated a significant number of operating leases as lessor through our Applegreen Acquisition. See Note 2 for additional information regarding this transaction and the related write-off of deferred rent income.

Motor fuel stations are leased to tenants under operating leases with various expiration dates ranging through 2041. Most lease agreements include provisions for renewals. We generally do not include renewal options in our lease term. Future minimum rental payments under non-cancelable operating leases with third parties as of September 30, 2024 were as follows (in thousands):


2024	$	9,795
2025		33,765
2026		24,417
2027		13,865
2028		8,646
Thereafter		24,184
Total future minimum lease payments	$	114,671

The future minimum rental payments presented above do not include contingent rent based on future inflation, future revenues or volumes of the lessee, or non-lease components for amounts that may be received as tenant reimbursements for certain operating costs.

Deferred rent income from straight-line rent relates to the cumulative amount by which straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement and totaled $2.6 million and $5.0 million at September 30, 2024 and December 31, 2023, respectively.

Note 10. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $10.9 million and $13.7 million for the three months ended September 30, 2024 and 2023 and $33.4 million and $38.6 million for the nine months ended September 30, 2024 and 2023, respectively. Accounts receivable from TopStar was $0.6 million and $0.4 million at September 30, 2024 and December 31, 2023, respectively.

We lease real estate from the Topper Group. Rent expense under these lease agreements was $2.6 million for each of the three months ended September 30, 2024 and 2023 and $7.6 million and $7.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Omnibus Agreement

We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites as well as other cost reimbursements, totaling $32.6 million and $28.6 million for the three months ended September 30, 2024 and 2023 and $93.5 million and $81.3 million for the nine months ended September 30, 2024 and 2023, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $5.9 million and $8.4 million at September 30, 2024 and December 31, 2023, respectively.

Common Unit Distributions and Other Equity Transactions

We distributed $7.7 million to the Topper Group related to its ownership of our common units during each of the three months ended September 30, 2024 and 2023 and $23.1 million for each of the nine months ended September 30, 2024 and 2023.

We distributed $2.6 million to affiliates of John B. Reilly, III related to their ownership of our common units during each of the three months ended September 30, 2024 and 2023 and $7.9 million for each of the nine months ended September 30, 2024 and 2023.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We recorded accretion on the preferred membership interests issued in March 2022 to related parties of $0.6 million for each of the three months ended September 30, 2024 and 2023 and $2.0 million and $1.8 million for the nine months ended September 30, 2024 and 2023, respectively. We paid income tax distributions of $1.3 million and $0.8 million related to the preferred membership interests for the three months ended September 30, 2024 and 2023 and $1.3 million and $0.9 million for the nine months ended September 30, 2024 and 2023, respectively.

Maintenance and Environmental Costs

Certain maintenance and environmental remediation activities are performed by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.7 million for each of the three months ended September 30, 2024 and 2023 and $2.4 million and $2.0 million for the nine months ended September 30, 2024 and 2023, respectively. Accounts payable to this related party amounted to $0.5 million and $0.3 million at September 30, 2024 and December 31, 2023, respectively.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board. Merchandise costs amounted to $5.1 million and $5.5 million for the three months ended September 30, 2024 and 2023 and $14.5 million and $15.6 million for the nine months ended September 30, 2024 and 2023, respectively. Amounts payable to this related party amounted to $1.6 million and $1.4 million at September 30, 2024 and December 31, 2023, respectively.

Vehicle Lease

In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was an insignificant amount for each of the three months ended September 30, 2024 and 2023 and $0.1 million for each of the nine months ended September 30, 2024 and 2023.

Principal Executive Offices

We lease office space from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.3 million and $0.2 million for the three months ended September 30, 2024 and 2023 and $0.9 million and $0.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Public Relations and Website Consulting Services

We have engaged a company affiliated with John B. Reilly, III, member of the Board, for public relations and website consulting services. The cost of these services was insignificant for the three and nine months ended September 30, 2024 and 2023.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

We have minimum volume purchase requirements under certain of our fuel supply agreements with a purchase price at prevailing market rates for wholesale distribution. As of September 30, 2024, our future minimum volume purchase requirements were as follows (in thousands of gallons):


2024			137,888
2025			494,539
2026			486,727
2027			487,123
2028			424,998
Thereafter			2,286,323
Total			4,317,598

In the event we fail to purchase the required minimum volume for a given contractual period, the underlying third party’s exclusive remedies (depending on the magnitude of the failure) are either termination of the supply agreement and/or a financial penalty per gallon based on the volume shortfall for the given period. We did not incur any significant penalties during the nine months ended September 30, 2024 or 2023.

Litigation Matters

We are from time to time party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, property damages, environmental damages, employment-related claims and damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims and proceedings, we record an accrual when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is at least reasonably possible. We believe that it is not reasonably possible that these proceedings, separately or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In all instances, management has assessed the matter based on current information and made a judgment concerning its potential outcome, giving due consideration to the nature of the claim, the amount and nature of damages sought and the probability of success. Management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

Environmental Matters

We currently own or lease sites where refined petroleum products are being or have been handled. These sites and the refined petroleum products handled thereon may be subject to federal and state environmental laws and regulations. Under such laws and regulations, we could be required to remove or remediate containerized hazardous liquids or associated generated wastes (including wastes disposed of or abandoned by prior owners or operators), to remediate contaminated property arising from the release of liquids or wastes into the environment, including contaminated groundwater, or to implement best management practices to prevent future contamination.

We maintain insurance of various types with varying levels of coverage that is considered adequate under the circumstances to cover operations and properties. The insurance policies are subject to deductibles that are considered reasonable and not excessive. In addition, we have entered into indemnification and escrow agreements with various sellers in conjunction with several of their respective acquisitions, as further described below. Financial responsibility for environmental remediation is negotiated in connection with each acquisition transaction. In each case, an assessment is made of potential environmental liability exposure based on available information. Based on that assessment and relevant economic and risk factors, a determination is made whether to, and the extent to which we will, assume liability for existing environmental conditions.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Environmental liabilities recorded on the balance sheet within accrued expenses and other current liabilities and other long-term liabilities totaled $8.4 million and $7.4 million at September 30, 2024 and December 31, 2023, respectively. Indemnification assets related to third-party escrow funds, state funds or insurance recorded on the balance sheet within other current assets and other noncurrent assets totaled $6.3 million and $5.3 million at September 30, 2024 and December 31, 2023, respectively. State funds represent probable state reimbursement amounts. Reimbursement will depend upon the continued maintenance and solvency of the state. Insurance coverage represents amounts deemed probable of reimbursement under insurance policies.

The estimates used in these reserves are based on all known facts at the time and an assessment of the ultimate remedial action outcomes. We will adjust loss accruals as further information becomes available or circumstances change. Among the many uncertainties that impact the estimates are the necessary regulatory approvals for, and potential modifications of, remediation plans, the amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional claims.

Environmental liabilities related to the sites contributed to the Partnership in connection with our IPO have not been assigned to us and are still the responsibility of the Predecessor Entity. The Predecessor Entity indemnified us for any costs or expenses that we incur for environmental liabilities and third-party claims, regardless of when a claim is made, that are based on environmental conditions in existence prior to the closing of the IPO for contributed sites. As such, these environmental liabilities and indemnification assets are not recorded on the consolidated balance sheet of the Partnership.

Similarly, we have generally been indemnified with respect to known contamination at sites acquired from third parties. As such, these environmental liabilities and indemnification assets are also not recorded on the consolidated balance sheet of the Partnership.

Note 12. FAIR VALUE MEASUREMENTS

We measure and report certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). U.S. GAAP specifies a three-level hierarchy that is used when measuring and disclosing fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation.

Transfers into or out of any hierarchy level are recognized at the end of the reporting period in which the transfers occurred. There were no transfers between any levels in 2024 or 2023.

As further discussed in Note 8, we remeasure the fair value of interest rate swap contracts on a recurring basis each balance sheet date. We used an income approach to measure the fair value of these contracts, utilizing a forward yield curve for the same period as the future interest rate swap settlements. These fair value measurements are classified as Level 2 measurements.

We have accrued for unvested phantom units and phantom performance units as a liability and adjust that liability on a recurring basis based on the market price of our common units each balance sheet date. These fair value measurements are deemed Level 1 measurements.

The fair value of our accounts receivable, notes receivable, and accounts payable approximated their carrying values as of September 30, 2024 and December 31, 2023 due to the short-term maturity of these instruments. The fair value of borrowings under the CAPL Credit Facility approximated its carrying value as of September 30, 2024 and December 31, 2023 due to the frequency with which interest rates are reset and the consistency of the market spread.

Note 13. INCOME TAXES

As a limited partnership, we are not subject to federal and state income taxes. However, our corporate subsidiaries are subject to income taxes. Income tax attributable to our taxable income (including any dividend income from our corporate subsidiaries), which may differ significantly from income for financial statement purposes, is assessed at the individual limited partner unitholder level. We are subject to a statutory requirement that non-qualifying income, as defined by the Internal Revenue Code, cannot exceed 10% of total gross income for the calendar year. If non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. The non-qualifying income did not exceed the statutory limit in any annual period.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain activities that generate non-qualifying income are conducted through our wholly owned taxable corporate subsidiaries. Current and deferred income taxes are recognized on the earnings of these subsidiaries. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates.

We recorded income tax expense (benefit) of $2.4 million and $1.5 million for the three months ended September 30, 2024 and 2023 and ($1.7) million and $2.6 million for the nine months ended September 30, 2024 and 2023, respectively, as a result of the income generated (losses incurred) by our corporate subsidiaries. The effective tax rate differs from the combined federal and state statutory rate primarily because only LGWS and Joe’s Kwik Marts are subject to income tax.

Note 14. NET INCOME PER COMMON UNIT

The following table provides a reconciliation of net income and weighted-average units used in computing basic and diluted net income per common unit for the following periods (in thousands, except unit and per unit amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Numerator:
Distributions paid on common units	$	19,975		$	19,934		$	59,880		$	59,777
Allocation of distributions in excess of net income		(9,849	)		(8,271	)		(56,199	)		(35,773	)
Limited partners’ interest in net income - basic and diluted	$	10,126		$	11,663		$	3,681		$	24,004
Denominator:
Weighted-average common units outstanding - basic		38,041,815			37,966,474			38,021,173			37,953,348
Adjustment for phantom and phantom performance units (a)		159,018			172,784			160,511			173,044
Weighted-average common units outstanding - diluted		38,200,833			38,139,258			38,181,684			38,126,392
Net income per common unit - basic	$	0.27		$	0.31		$	0.10		$	0.63
Net income per common unit - diluted	$	0.27		$	0.31		$	0.10		$	0.63

Distributions paid per common unit	$	0.5250		$	0.5250		$	1.5750		$	1.5750
Distributions declared (with respect to each respective period) per common unit	$	0.5250		$	0.5250		$	1.5750		$	1.5750

(a)

For the three and nine months ended September 30, 2024 and 2023, respectively, 1,245,117 and 1,176,998 potentially dilutive units related to the preferred membership interests were excluded from the calculation of diluted earnings per unit because including them would have been antidilutive.

Distributions

Distribution activity for 2024 is as follows:


Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2023	February 2, 2024	February 9, 2024	$	0.5250	$	19,941
March 31, 2024	May 3, 2024	May 10, 2024	$	0.5250	$	19,964
June 30, 2024	August 2, 2024	August 9, 2024	$	0.5250	$	19,975
September 30, 2024	November 4, 2024	November 13, 2024	$	0.5250	$	19,975

The amount of any distribution is subject to the discretion of the Board, which may modify or revoke our cash distribution policy at any time. Our Partnership Agreement does not require us to pay any distributions. As such, there can be no assurance we will continue to pay distributions in the future.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. SEGMENT REPORTING

We conduct our business in two segments: 1) the wholesale segment and 2) the retail segment.

The wholesale segment includes the wholesale distribution of motor fuel to lessee dealers and independent dealers. We have exclusive motor fuel distribution contracts with lessee dealers who lease the property from us. We also have exclusive distribution contracts with independent dealers to distribute motor fuel but do not collect rent from the independent dealers.

The retail segment includes the retail sale of motor fuel at retail sites operated by commission agents and the sale of convenience merchandise items and the retail sale of motor fuel at company operated sites. A commission agent site is a retail site where we retain title to the motor fuel inventory and sell it directly to our end user customers. At commission agent retail sites, we manage motor fuel inventory pricing and retain the gross profit on motor fuel sales, less a commission to the agent who operates the retail site. Similar to our wholesale segment, we also generate revenues through leasing or subleasing real estate in our retail segment.

Unallocated items consist primarily of general and administrative expenses, depreciation, amortization and accretion expense, gains on dispositions and lease terminations, net, other income, interest expense and income tax expense. Total assets by segment are not presented as management does not currently assess performance or allocate resources based on that data.

During the three and nine months ended September 30, 2024, respectively, we converted 11 and 106 sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment, net. The sites converted during the first nine months of 2024 include 59 sites from the Applegreen Acquisition. See Note 2 for additional information. During the three and nine months ended September 30, 2023, respectively, we converted one and 34 sites from lessee dealer sites in the wholesale segment to company operated or commission sites in the retail segment.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table reflects activity related to our reportable segments (in thousands):


	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended September 30, 2024
Revenues from fuel sales to external customers	$	456,447	$	490,162	$	—		$	946,609
Revenues from food and merchandise sales		—		109,441		—			109,441
Rent income		13,477		3,461		—			16,938
Other revenue		1,244		4,931		—			6,175
Total revenues	$	471,168	$	607,995	$	—		$	1,079,163

Operating income (loss)	$	19,097	$	31,363	$	(23,364	)	$	27,096

Three Months Ended September 30, 2023
Revenues from fuel sales to external customers	$	616,470	$	479,192	$	—		$	1,095,662
Revenues from food and merchandise sales		—		88,681		—			88,681
Rent income		17,221		2,916		—			20,137
Other revenue		1,642		3,901		—			5,543
Total revenues	$	635,333	$	574,690	$	—		$	1,210,023

Operating income (loss)	$	23,381	$	26,450	$	(25,686	)	$	24,145

Nine Months Ended September 30, 2024
Revenues from fuel sales to external customers	$	1,416,361	$	1,374,464	$	—		$	2,790,825
Revenues from food and merchandise sales		—		291,266		—			291,266
Rent income		44,123		9,836		—			53,959
Other revenue		3,238		14,778		—			18,016
Total revenues	$	1,463,722	$	1,690,344	$	—		$	3,154,066

Operating income (loss)	$	58,086	$	70,631	$	(86,489	)	$	42,228

Nine Months Ended September 30, 2023
Revenues from fuel sales to external customers	$	1,719,330	$	1,337,453	$	—		$	3,056,783
Revenues from food and merchandise sales		—		237,613		—			237,613
Rent income		52,556		9,424		—			61,980
Other revenue		4,053		11,149		—			15,202
Total revenues	$	1,775,939	$	1,595,639	$	—		$	3,371,578

Operating income (loss)	$	66,825	$	67,368	$	(73,085	)	$	61,108

Receivables relating to the revenue streams above are as follows (in thousands):


	September 30,		December 31,
	2024		2023
Receivables from fuel and merchandise sales	$	29,996	$	28,467
Receivables for rent and other lease-related charges		2,524		3,155
Total accounts receivable	$	32,520	$	31,622

Performance obligations are satisfied as fuel is delivered to the customer and as merchandise is sold to the consumer. Many of our fuel contracts with our customers include minimum purchase volumes measured on a monthly basis, for which our performance obligations are satisfied as services are rendered. Receivables from fuel are recognized on a per-gallon rate and are generally collected within 10 days of delivery.

The balance of unamortized costs incurred to obtain certain contracts with customers was $8.6 million and $10.0 million at September 30, 2024 and December 31, 2023, respectively. Amortization of such costs is recorded against operating revenues and amounted to $0.5 million for each of the three months ended September 30, 2024 and 2023 and $1.4 million for each of the nine months ended September 30, 2024 and 2023.

CROSSAMERICA PARTNERS LP

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Receivables from rent and other lease-related charges are generally collected at the beginning of the month.

Note 16. SUPPLEMENTAL CASH FLOW INFORMATION

In order to determine net cash provided by operating activities, net income is adjusted by, among other things, changes in operating assets and liabilities as follows (in thousands):


	Nine Months Ended September 30,
	2024			2023
(Increase) decrease:
Accounts receivable	$	(707	)	$	(7,555	)
Accounts receivable from related parties		(137	)		298
Inventories		(435	)		(6,302	)
Other current assets		381			(4,290	)
Other assets		1,501			(98	)
Increase (decrease):
Accounts payable		10,041			2,776
Accounts payable to related parties		(2,621	)		2,226
Accrued expenses and other current liabilities		2,275			3,358
Motor fuel and taxes payable		(1,266	)		374
Other long-term liabilities		(298	)		3,287
Changes in operating assets and liabilities, net of acquisitions	$	8,734		$	(5,926	)

The above changes in operating assets and liabilities may differ from changes between amounts reflected in the applicable balance sheets for the respective periods due to acquisitions and other non-cash activity.

Supplemental disclosure of cash flow information (in thousands):


	Nine Months Ended September 30,
	2024		2023
Cash paid for interest	$	36,987	$	30,073
Cash paid (refunded) for income taxes, net		140		2,119

Supplemental schedule of non-cash investing and financing activities (in thousands):


	Nine Months Ended September 30,
	2024		2023
Accrued capital expenditures	$	3,702	$	641
Lease liabilities arising from obtaining right-of-use assets		11,485		8,862
Accretion of preferred membership interests		1,911		1,845

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, credit ratings, distribution growth, potential growth opportunities, potential operating performance improvements, potential improvements in return on capital employed, the effects of competition and the effects of future legislation or regulations. You can identify our forward-looking statements by the words “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “guidance,” “outlook,” “effort,” “target” and similar expressions. Such statements are based on our current plans and expectations and involve risks and uncertainties that could potentially affect actual results. These forward-looking statements include, among other things, statements regarding:

•

future retail and wholesale gross profits, including gasoline, diesel and convenience store merchandise gross profits;

•

our anticipated level of capital investments, including through acquisitions, and the effect of these capital investments on our results of operations;

•

anticipated trends in the demand for, and volumes sold of, gasoline, diesel and convenience merchandise products in the regions where we operate;

•

volatility in the equity and credit markets limiting access to capital markets;

•

our ability to integrate acquired businesses;

•

expectations regarding environmental, tax and other regulatory initiatives; and

•

the effect of general economic and other conditions on our business.

In general, we based the forward-looking statements included in this report on our current expectations, estimates and projections about our company and the industry in which we operate. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties we cannot predict. We anticipate that subsequent events and market developments will cause our estimates to change. In addition, we based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements. Any differences could result from a variety of factors, including the following:

•

the Topper Group’s business strategy and operations and the Topper Group’s conflicts of interest with us;

•

availability of cash flow to pay the current quarterly distributions on our common units;

•

the availability and cost of competing motor fuel resources;

•

motor fuel price volatility, including as a result of the conflict in Ukraine or the war between Israel and Hamas;

•

a reduction in demand for motor fuels;

•

competition in the industries and geographical areas in which we operate;

•

the consummation of financing, acquisition or disposition transactions and the effect thereof on our business;

•

environmental compliance and remediation costs;

•

our existing or future indebtedness and the related interest expense and our ability to comply with debt covenants;

•

our liquidity, results of operations and financial condition;

•

failure to comply with applicable tax and other regulations or governmental policies;

•

future legislation and changes in regulations, governmental policies, immigration laws and restrictions or changes in enforcement or interpretations thereof;

•

future regulations and actions that could expand the non-exempt status of employees under the Fair Labor Standards Act;

•

future income tax legislation;

•

changes in energy policy;

•

technological advances;

•

the impact of worldwide economic and political conditions;

•

the impact of wars and acts of terrorism;

•

weather conditions or catastrophic weather-related damage;

•

earthquakes and other natural disasters;

•

hazards and risks associated with transporting and storing motor fuel;

•

unexpected environmental liabilities;

•

the outcome of pending or future litigation; and

•

our ability to comply with federal and state laws and regulations, including those related to environmental matters, the sale of alcohol, cigarettes and fresh foods, employment and health benefits and immigration.

You should consider the risks and uncertainties described above and elsewhere in this report as well as those set forth in the section entitled “Risk Factors” in our Form 10-K in connection with considering any forward-looking statements that may be made by us and our businesses generally. We cannot assure you that anticipated results or events reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements included in this report are made as of the date of this report. We undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events after the date of this report, except as required by law.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following MD&A is intended to help the reader understand our results of operations and financial condition. This section is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to these financial statements contained elsewhere in this report, and the MD&A section and the consolidated financial statements and accompanying notes to those financial statements in our Form 10-K. Our Form 10-K contains a discussion of other matters not included herein, such as disclosures regarding critical accounting policies and estimates and contractual obligations.

MD&A is organized as follows:

•

Recent Developments—This section describes significant recent developments.

•

Significant Factors Affecting Our Profitability—This section describes the most significant factors impacting our results of operations.

•

Results of Operations—This section provides an analysis of our results of operations on a consolidated basis and for each of our segments as well as a discussion of non-GAAP financial measures.

•

Liquidity and Capital Resources—This section provides a discussion of our financial condition and cash flows. It also includes a discussion of our debt, capital requirements, other matters impacting our liquidity and capital resources and an outlook for our business.

•

New Accounting Policies—This section describes new accounting pronouncements that we have already adopted, those that we are required to adopt in the future and those that became applicable in the current year as a result of new circumstances.

•

Critical Accounting Policies and Estimates—This section describes the accounting policies and estimates that we consider most important for our business and that require significant judgment.

Recent Developments

Applegreen Acquisition and Lease Termination

On January 26, 2024, we entered into an agreement (the “Applegreen Purchase Agreement”) to acquire certain assets from Applegreen Midwest, LLC and Applegreen Florida, LLC (collectively, the “Sellers”) (the “Applegreen Acquisition”). The assets were acquired via the termination of the Partnership’s existing lease agreements with the Sellers at 59 locations, for total consideration of $16.9 million. The transaction closed on a rolling basis by site beginning in the first quarter of 2024 and ending in April 2024. The Partnership also acquired for cash the inventory at the locations. The terms of the Partnership’s leases with Applegreen Midwest, LLC and Applegreen Florida, LLC could have been extended to 2049 and 2048, respectively, including all renewal options. The Applegreen Purchase Agreement contains customary representations and warranties of the parties as well as indemnification obligations by the Sellers and the Partnership, respectively, to each other.

During the first half of 2024, we paid $25.5 million of cash and recorded a non-cash write-off of deferred rent income of $1.5 million. See Note 2 to the financial statements for additional information.

Amendment of CAPL Credit Facility

Significant Factors Affecting our Profitability

The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. For approximately 55% of gallons sold, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of motor fuel. The remaining gallons are either retail sales or wholesale DTW contracts that provide for variable, market-based pricing.

Regarding our supplier relationships, a material amount of our total gallons purchased are subject to prompt payment discounts. The dollar value of these discounts varies with changes in motor fuel prices. Therefore, in periods of lower wholesale motor fuel prices, our gross profit is negatively affected, and, in periods of higher wholesale motor fuel prices, our gross profit is positively affected (as it relates to these discounts).

In our retail business, we attempt to pass along wholesale motor fuel price changes to our retail customers through “at the pump” retail price changes; however, market conditions do not always allow us to do so immediately. The timing of any related increase or decrease in “at the pump” retail prices is affected by competitive conditions in each geographic market in which we operate. As such, the prices we charge our customers for motor fuel and the gross profit we receive on our motor fuel sales can increase or decrease significantly over short periods of time.

Changes in our average motor fuel selling price per gallon and gross margin are directly related to the changes in crude oil and wholesale motor fuel prices. Variations in our reported revenues and cost of sales are, therefore, primarily related to the price of crude oil and wholesale motor fuel prices and generally not as a result of changes in motor fuel sales volumes, unless otherwise indicated and discussed below.

Seasonality Effects on Volumes

Our business is subject to seasonality due to our wholesale and retail sites being located in certain geographic areas that are affected by seasonal weather and temperature trends and associated changes in retail customer activity during different seasons. Historically, sales volumes have been highest in the second and third quarters (during the summer months) and lowest during the winter months in the first and fourth quarters.

Impact of Inflation

Inflation affects our financial performance by increasing certain components of cost of goods sold, such as fuel, merchandise, and credit card fees. Inflation also affects certain operating expenses, such as labor costs, certain leases, and general and administrative expenses. While our wholesale segment benefits from higher terms discounts as a result of higher fuel costs, inflation could and recently has negatively impacted our cost of goods sold and operating expenses. Although we have historically been able to pass on increased costs through price increases, there can be no assurance that we will be able to do so in the future.

Impact of Interest Rates

Three of our most favorable interest rate swap contracts matured April 1, 2024. As a result and due to increases in interest rates in general, our effective interest rate has increased for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023.

Acquisition and Financing Activity

Our results of operations and financial condition are also impacted by our acquisition and financing activities as summarized below.

•

On March 31, 2023, we amended and restated the CAPL Credit Facility and terminated the JKM Credit Facility.

•

During the first half of 2024, we converted the 59 sites included in the Applegreen Acquisition and transitioned these sites from lessee dealer sites in the wholesale segment to company operated sites in the retail segment. See Note 2 to the financial statements for additional information.

Results of Operations

Consolidated Income Statement Analysis

Below is an analysis of our consolidated statements of operations and provides the primary reasons for significant increases and decreases in the various income statement line items from period to period. Our consolidated statements of operations are as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating revenues	$	1,079,163		$	1,210,023		$	3,154,066		$	3,371,578
Costs of sales		967,937			1,109,583			2,856,730			3,091,355
Gross profit		111,226			100,440			297,336			280,223

Operating expenses:
Operating expenses		60,766			50,609			168,619			146,030
General and administrative expenses		7,310			6,877			22,040			20,091
Depreciation, amortization and accretion expense		20,736			19,096			57,903			58,214
Total operating expenses		88,812			76,582			248,562			224,335
Gain (loss) on dispositions and lease terminations, net		4,682			287			(6,546	)		5,220
Operating income		27,096			24,145			42,228			61,108
Other income, net		197			174			604			598
Interest expense		(14,169	)		(10,559	)		(38,918	)		(33,254	)
Income before income taxes		13,124			13,760			3,914			28,452
Income tax expense (benefit)		2,416			1,468			(1,678	)		2,603
Net income		10,708			12,292			5,592			25,849
Accretion of preferred membership interests		582			629			1,911			1,845
Net income available to limited partners	$	10,126		$	11,663		$	3,681		$	24,004

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Operating revenues decreased $131 million (11%) and operating income increased $3 million (12%). Significant items impacting these results were:

Operating revenues

•

Our wholesale segment revenues decreased $164 million (26%) primarily due to a 14% decrease in our average wholesale fuel selling price. The average spot price of WTI crude oil decreased 7% to $76.43 per barrel for the third quarter of 2024, compared to $82.25 per barrel for the third quarter of 2023. In addition, volume decreased 14% driven by the conversion of certain lessee dealer sites to company operated and commission agent sites as well as the net loss of independent dealer contracts.

•

Our retail segment revenues increased $33 million (6%) primarily attributable to a 12% increase in volume due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a 9% decrease in the average retail fuel price from the third quarter of 2023 to the third quarter of 2024 due to the decrease in wholesale motor fuel prices as noted above. Merchandise revenues increased $21 million (23%) driven by an increase in our average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Cost of sales

Cost of sales decreased $142 million (13%), due primarily to lower wholesale volume and lower cost per gallon, partially offset by an increase in merchandise cost of sales driven by the same drivers as discussed above.

Gross profit

Gross profit increased $11 million (11%), which was primarily driven by an increase in merchandise and motor fuel gross profit within our retail segment, partially offset by a decrease in motor fuel and rent gross profit within our wholesale segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Operating expenses

See “Results of Operations—Segment Results” for analyses.

General and administrative expenses

General and administrative expenses increased $0.4 million (6%) primarily driven by higher management fees and system and information technology costs, partially offset by lower equity compensation expense.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense increased $1.6 million (9%) primarily due to a $3.2 million increase in impairment charges during the three months ended September 30, 2024 as compared to the same period of 2023, partially offset by the impact of assets becoming fully depreciated.

Gain (loss) on dispositions and lease terminations, net

During the three months ended September 30, 2024, we recorded a $5.3 million net gain in connection with our ongoing real estate rationalization effort, partially offset by $0.6 million of net losses on lease terminations and asset disposals.

Interest expense

Interest expense increased $3.6 million (34%) primarily due to the maturity of three of our most favorable interest rate swap contracts on April 1, 2024.

Income tax expense

We recorded income tax expense of $2.4 million and $1.5 million for the three months ended September 30, 2024 and 2023, respectively, driven by income generated by our taxable subsidiaries.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Operating revenues decreased $218 million (6%) and operating income decreased $19 million (31%). Significant items impacting these results were:

Operating revenues

•

Our wholesale segment revenues decreased $312 million (18%) primarily attributable to a 12% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites as well as the net loss of independent dealer contracts. In addition, our average wholesale selling price decreased 7% due primarily to movements in crude oil prices within the two periods.

•

Our retail segment revenues increased $95 million (6%) for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily attributable to an 8% increase in volume due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a 5% decrease in the average retail fuel selling price due to the decrease in wholesale motor fuel prices as noted above. Merchandise revenues increased $54 million (23%) driven by an increase in our average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Cost of sales

Cost of sales decreased $235 million (8%), due primarily to lower wholesale volume and lower cost per gallon, partially offset by an increase in merchandise cost of sales driven by the same drivers as discussed above.

Gross profit

Gross profit increased $17 million (6%), which was primarily driven by an increase in merchandise and motor fuel gross profit within our retail segment, partially offset by a decrease in motor fuel and rent gross profit within our wholesale segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Operating expenses

See “Results of Operations—Segment Results” for analyses.

General and administrative expenses

General and administrative expenses increased $1.9 million (10%) primarily driven by higher management fees, legal fees, system and information technology costs and acquisition related costs, partially offset by lower equity incentive compensation expense.

Depreciation, amortization and accretion expense

Depreciation, amortization and accretion expense decreased $0.3 million (1%) primarily due to assets becoming fully depreciated, partially offset by a $2.9 million increase in impairment charges during the nine months ended September 30, 2024 as compared to the same period of 2023.

Gain (loss) on dispositions and lease terminations, net

During the nine months ended September 30, 2024, we recorded a $16.0 million loss on lease termination with Applegreen, including a $1.5 million non-cash write-off of deferred rent income (see Note 2 to the financial statements for additional information). In addition, we recorded $2.3 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income. We recorded an $11.8 million net gain in connection with our ongoing real estate rationalization effort.

During the nine months ended September 30, 2023, we recorded a $6.3 million net gain in connection with our ongoing real estate rationalization effort and a $1.1 million net loss on lease terminations and asset disposals.

Interest expense

Interest expense increased $5.7 million (17%) due to the maturity of three of our most favorable interest rate swap contracts on April 1, 2024 in addition to the general increase in interest rates, partially offset by the $1.1 million write-off of deferred financing costs in the first quarter of 2023 as a result of the amendment and restatement of the CAPL Credit Facility and termination of the JKM Credit Facility.

Income tax (benefit) expense

We recorded an income tax (benefit) expense of $(1.7) million and $2.6 million for the nine months ended September 30, 2024 and 2023, respectively, driven by (losses incurred) income generated by our taxable subsidiaries.

Segment Results

We present the results of operations of our segments consistent with how our management views the business.

Retail

The following table highlights the results of operations and certain operating metrics of our retail segment. The narrative following these tables provides an analysis of the results of operations of that segment (in thousands, except for the number of retail sites and per gallon amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Gross profit:
Motor fuel	$	45,759		$	36,226		$	111,084		$	98,723
Merchandise		30,494			25,427			81,786			67,782
Rent		2,403			2,034			6,969			6,808
Other revenue		4,931			3,901			14,778			11,149
Total gross profit		83,587			67,588			214,617			184,462
Operating expenses		(52,224	)		(41,138	)		(143,986	)		(117,094	)
Operating income	$	31,363		$	26,450		$	70,631		$	67,368

Retail sites (end of period):
Company operated retail sites (a)		372			293			372			293
Commission agents (b)		225			189			225			189
Total retail segment sites		597			482			597			482

Total retail segment statistics:
Volume of gallons sold		148,380			132,160			413,113			382,049
Average retail fuel sites		595			482			561			472
Margin per gallon, before deducting credit card fees and commissions	$	0.406		$	0.372		$	0.366		$	0.354

Company operated site statistics:
Average retail fuel sites		372			293			350			279
Margin per gallon, before deducting credit card fees	$	0.437		$	0.394		$	0.391		$	0.378
Merchandise gross profit percentage		27.9	%		28.7	%		28.1	%		28.5	%

Commission site statistics:
Average retail fuel sites		223			189			211			193
Margin per gallon, before deducting credit card fees and commissions	$	0.331		$	0.325		$	0.306		$	0.306

(a)

The increase in the company operated site count was primarily attributable to the conversion of certain lessee dealer and commission agent sites to company operated sites.

(b)

The increase in the commission agent site count was primarily attributable to the conversion of certain lessee dealer sites to commission agent sites, partially offset by the conversion of certain commission agent sites to company operated sites.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Gross profit increased $16.0 million (24%) and operating income increased $4.9 million (19%). These results were impacted by:

Gross profit

•

Our motor fuel gross profit increased $9.5 million (26%) attributable to a volume increase of 12% due primarily to an increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a decrease in volume in our base business. In addition, our margin per gallon increased 9% for the three months ended September 30, 2024 as compared to the same period in 2023, driven by movements in crude oil prices within the two periods.

•

Our merchandise gross profit and other revenues increased $5.1 million (20%) and $1.0 million (26%), respectively, driven by an increase in the average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Operating expenses

Operating expenses increased $11.1 million (27%) driven by a 27% increase in the average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Gross profit increased $30.2 million (16%) and operating income increased $3.3 million (5%). These results were impacted by:

Gross profit

•

Our motor fuel gross profit increased $12.4 million (13%) attributable to a volume increase of 8% due primarily to an increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a decrease in volume in our base business. In addition, our margin per gallon increased 3% for the nine months ended September 30, 2024 as compared to the same period in 2023, driven by movements in crude oil prices within the two periods.

•

Our merchandise gross profit and other revenues increased $14.0 million (21%) and $3.6 million (33%), respectively, driven by an increase in the average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Operating expenses

Operating expenses increased $26.9 million (23%) driven by a 25% increase in the average company operated site count due to the conversion of certain lessee dealer and commission agent sites to company operated sites.

Wholesale

The following table highlights the results of operations and certain operating metrics of our wholesale segment. The narrative following these tables provides an analysis of the results of operations of that segment (in thousands of dollars, except for the number of distribution sites and per gallon amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Gross profit:
Motor fuel gross profit	$	16,870		$	18,786		$	48,112		$	53,427
Rent gross profit		9,525			12,424			31,369			38,281
Other revenues		1,244			1,642			3,238			4,053
Total gross profit		27,639			32,852			82,719			95,761
Operating expenses		(8,542	)		(9,471	)		(24,633	)		(28,936	)
Operating income	$	19,097		$	23,381		$	58,086		$	66,825

Motor fuel distribution sites (end of period): (a)
Independent dealers (b)		602			636			602			636
Lessee dealers (c)		444			582			444			582
Total motor fuel distribution sites		1,046			1,218			1,046			1,218

Average motor fuel distribution sites		1,057			1,222			1,109			1,243

Volume of gallons distributed		186,946			217,348			563,082			637,340

Margin per gallon	$	0.090		$	0.086		$	0.085		$	0.084

(a)

In addition, we distributed motor fuel to sub-wholesalers who distributed to additional sites.

(b)

The decrease in the independent dealer site count was primarily attributable to the net loss of contracts, partially offset by divestitures of certain lessee dealer sites but with continued fuel supply.

(c)

The decrease in the lessee dealer site count was primarily attributable to the conversion of certain lessee dealer sites to company operated and commission agent sites, including through the Applegreen Acquisition, and our real estate rationalization effort.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Gross profit decreased $5.2 million (16%) and operating income decreased $4.3 million (18%). These results were impacted by:

Motor fuel gross profit

The $1.9 million decrease (10%) in motor fuel gross profit was primarily due to a 14% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites and the net loss of independent dealer contracts, partially offset by an increase in fuel margin per gallon of 4% as compared to the same period of 2023, driven by the movements of crude oil prices within the two periods.

The average spot price of WTI crude oil decreased 7% from $82.25 per barrel for the third quarter of 2023 to $76.43 per barrel for the third quarter of 2024. See “Significant Factors Affecting our Profitability—The Significance of Crude Oil and Wholesale Motor Fuel Prices on Our Revenues, Cost of Sales and Gross Profit.”

Rent gross profit

Rent gross profit decreased $2.9 million (23%) for the third quarter of 2024 compared to the same period of 2023, primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites.

Operating expenses

Operating expenses decreased $0.9 million (10%), primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Gross profit decreased $13.0 million (14%) and operating income decreased $8.7 million (13%). These results were impacted by:

Motor fuel gross profit

The $5.3 million decrease (10%) in motor fuel gross profit was primarily due to a 12% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites and the net loss of independent dealer contracts.

Rent gross profit

Rent gross profit decreased $6.9 million (18%), primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites.

Operating expenses

Operating expenses decreased $4.3 million (15%), primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites.

Non-GAAP Financial Measures

We use the non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income before deducting interest expense, income taxes and depreciation, amortization and accretion (which includes certain impairment charges). Adjusted EBITDA represents EBITDA as further adjusted to exclude equity-based compensation expense, gains or losses on dispositions and lease terminations, net and certain discrete acquisition related costs, such as legal and other professional fees, 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 distributions paid on common units.

EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of our financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess our 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 our 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 our 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 our unitholders.

We believe 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 our industry, our 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 Distribution Coverage Ratio):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Net income	$	10,708		$	12,292		$	5,592		$	25,849
Interest expense		14,169			10,559			38,918			33,254
Income tax expense (benefit)		2,416			1,468			(1,678	)		2,603
Depreciation, amortization and accretion expense		20,736			19,096			57,903			58,214
EBITDA		48,029			43,415			100,735			119,920
Equity-based employee and director compensation expense		560			961			1,134			2,084
(Gain) loss on dispositions and lease terminations, net (a)		(4,682	)		(287	)		6,546			(5,220	)
Acquisition-related costs (b)		31			120			1,661			1,361
Adjusted EBITDA		43,938			44,209			110,076			118,145
Cash interest expense		(13,685	)		(10,078	)		(37,466	)		(30,448	)
Sustaining capital expenditures (c)		(2,594	)		(1,837	)		(6,162	)		(5,322	)
Current income tax expense (d)		(519	)		(905	)		(1,527	)		(1,458	)
Distributable Cash Flow	$	27,140		$	31,389		$	64,921		$	80,917
Distributions paid on common units		19,975			19,934			59,880			59,777
Distribution Coverage Ratio	1.36x			1.57x			1.08x			1.35x

(a)

See "Results of Operations–Gain (loss) on dispositions and lease terminations, net."

(b)

Relates to certain acquisition-related costs, such as legal and other professional fees, separation benefit costs and purchase accounting adjustments associated with recent acquisitions.

(c)

Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain our 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 our 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)

Excludes income tax incurred on the sale of sites.

Liquidity and Capital Resources

Liquidity

Our principal liquidity requirements are to finance our operations, fund acquisitions, service our debt and pay distributions to our unitholders. We expect our ongoing sources of liquidity to include cash generated by operations, proceeds from sales of sites in connection with our real estate rationalization efforts, borrowings under the CAPL Credit Facility, and if available to us on acceptable terms, issuances of equity and debt securities. We regularly evaluate alternate sources of capital to support our liquidity requirements.

Our ability to meet our debt service obligations and other capital requirements, including capital expenditures, acquisitions, and partnership distributions, will depend on our future operating performance, which, in turn, will be subject to general economic, financial, business, competitive, legislative, regulatory and other conditions, many of which are beyond our control. As a normal part of our business, depending on market conditions, we will, from time to time, consider opportunities to repay, redeem, repurchase or refinance our indebtedness. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may cause us to seek additional debt or equity financing in future periods.

We believe that we will have sufficient cash flow from operations, borrowing capacity under the CAPL Credit Facility, access to capital markets and alternate sources of funding to meet our financial commitments, debt service obligations, contingencies, anticipated capital expenditures and partnership distributions. However, we are subject to business and operational risks that could adversely affect our cash flow. A material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity as well as our ability to issue additional equity and/or debt securities and/or maintain or increase distributions to unitholders.

Cash Flows

The following table summarizes cash flow activity (in thousands):


	Nine Months Ended September 30,
	2024			2023
Net cash provided by operating activities	$	76,672		$	78,989
Net cash used in investing activities		(26,562	)		(16,535	)
Net cash used in financing activities		(47,335	)		(72,718	)

Operating Activities

Net cash provided by operating activities decreased $2.3 million for the nine months ended September 30, 2024 compared to the same period in 2023, primarily attributable to the weaker results in the first quarter of 2024 as well as an increase in interest expense driven by the maturity of three of our most favorable interest rate swap contracts on April 1, 2024. Changes in working capital drove an increase in cash flow from operating activities for the nine months ended September 30, 2024 compared to the same period in 2023, primarily due to timing of settlement with our fuel suppliers.

As is typical in our industry, our current liabilities exceed our current assets as a result of the longer settlement of real estate and motor fuel taxes as compared to the shorter settlement of receivables for fuel, rent and merchandise.

Investing Activities

We incurred capital expenditures of $19 million and $22 million for the nine months ended September 30, 2024 and 2023, respectively. We paid $26 million to Applegreen related to lease terminations and inventory purchases during the nine months ended September 30, 2024. We received $18 million and $5 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the nine months ended September 30, 2024 and 2023, respectively.

Financing Activities

We paid $60 million in distributions for each of the nine months ended September 30, 2024 and 2023. For the nine months ended September 30, 2024 and 2023, we made total net borrowings (repayments) on our credit facilities of $16 million and ($3) million, respectively. We paid $7 million of deferred financing costs in connection with amending and restating the CAPL Credit Facility and terminating the JKM Credit Facility in the first quarter of 2023.

Distributions

Distribution activity for 2024 was as follows:


Quarter Ended	Record Date	Payment Date	Cash Distribution (per unit)		Cash Distribution (in thousands)
December 31, 2023	February 2, 2024	February 9, 2024	$	0.5250	$	19,941
March 31, 2024	May 3, 2024	May 10, 2024	$	0.5250	$	19,964
June 30, 2024	August 2, 2024	August 9, 2024	$	0.5250	$	19,975
September 30, 2024	November 4, 2024	November 13, 2024	$	0.5250	$	19,975

Debt

As of September 30, 2024, our debt and finance lease obligations consisted of the following (in thousands):


CAPL Credit Facility	$	772,419
Finance lease obligations		8,770
Total debt and finance lease obligations		781,189
Current portion		3,233
Noncurrent portion		777,956
Deferred financing costs, net		8,723
Noncurrent portion, net of deferred financing costs	$	769,233

See Note 7 to the financial statements for information regarding the amendment of the CAPL Credit Facility.

Taking the interest rate swap contracts into account, our effective interest rate on our CAPL Credit Facility at September 30, 2024 was 6.5% (our applicable margin was 2.25% as of September 30, 2024). Letters of credit outstanding at September 30, 2024 totaled $5.3 million.

The amount of availability under our CAPL Credit Facility at November 1, 2024, after taking into consideration debt covenant restrictions, was $101 million.

Capital Expenditures

We make investments to expand, upgrade and enhance existing assets. We categorize our capital requirements as either sustaining capital expenditures, growth capital expenditures or acquisition capital expenditures. Sustaining capital expenditures are those capital expenditures required to maintain our long-term operating income or operating capacity. Growth capital expenditures, which include individual site purchases, and acquisition capital expenditures are those capital expenditures that we expect will increase our operating income or operating capacity over the long term. We have the ability to fund our capital expenditures by additional borrowings under our CAPL Credit Facility, or, if available to us on acceptable terms, accessing the capital markets and issuing additional equity, debt securities or other options, such as the sale of assets. Our ability to access the capital markets may have an impact on our ability to fund acquisitions. We may not be able to complete any offering of securities or other options on terms acceptable to us, if at all.

The following table outlines our capital expenditures (in thousands):


	Nine Months Ended September 30,
	2024		2023
Sustaining capital	$	6,162	$	5,322
Growth		12,969		16,358
Lease termination payments to Applegreen, including inventory purchases		25,517		—
Total capital expenditures, including lease termination payments to Applegreen	$	44,648	$	21,680

A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of anticipated proceeds from sales of sites.

Concentration Risks

See Note 1 for information on our concentration risks related to our customers, fuel suppliers, fuel carriers and merchandise suppliers.

Outlook

As noted previously, the prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations, which affect our motor fuel gross profit.

Our results for 2024 are anticipated to be impacted by the following:

•

We continue to consider the highest and best use class of trade for each of our properties, which may result in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit for the wholesale and retail segments. The Applegreen Acquisition as well as other conversions of lessee dealer sites to company operated and commission agent sites are anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.

•

As part of our evaluation of the highest and best use class of trade for each of our properties, we anticipate continuing to divest certain assets, often lower performing properties. These sales are likely to continue to generate gains or impairment charges depending on the site, and may result in reductions in gross profit in the wholesale and retail segments. For many of these divestitures, we anticipate continuing to supply the sites with fuel through long-term supply contracts.

•

Given the April 1, 2024 maturity of certain favorable interest rate swap contracts, we anticipate higher interest expense in 2024 relative to 2023.

We will continue to evaluate acquisitions on an opportunistic basis. Additionally, we will pursue acquisition targets that fit into our strategy. Whether we will be able to execute acquisitions will depend on market conditions, availability of suitable acquisition targets at attractive terms, acquisition-related compliance with customary regulatory requirements, and our ability to finance such acquisitions on favorable terms and in compliance with our debt covenant restrictions.

New Accounting Policies

There is no new accounting guidance effective or pending adoption that has had or is anticipated to have a material impact on our financial statements. See Note 1 to the financial statements for information on new accounting guidance that will impact segment reporting and income tax disclosures.

Critical Accounting Policies and Estimates

There have been no material changes to the critical accounting policies described in our Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Other than interest rate risk, no significant changes to our market risk have occurred since December 31, 2023. For a discussion of market risks affecting us, refer to Part II, Item 7A—"Quantitative and Qualitative Disclosures About Market Risk” included in our Form 10-K.

Interest Rate Risk

As of September 30, 2024, we had $772.4 million outstanding on our CAPL Credit Facility. Our outstanding borrowings bear interest at SOFR plus an applicable margin.

Taking the interest rate swap contracts into account, the effective interest rate on our CAPL Credit Facility at September 30, 2024 was 6.5%. A one percentage point change in SOFR would impact annual interest expense by approximately $3.7 million.

See Note 8 to the financial statements for information regarding our interest rate swap contracts.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management has evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We hereby incorporate by reference into this Item our disclosures made in Part I, Item 1 of this report included in Note 11 of the financial statements.

ITEM 1A. RISK FACTORS

There were no material changes in the risk factors disclosed in the section entitled "Risk Factors" in our Form 10-K during the period covered by this report.

ITEM 6. EXHIBITS


Exhibit No.		Description

31.1 *		Certification of Principal Executive Officer of CrossAmerica GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 *		Certification of Principal Financial Officer of CrossAmerica GP LLC as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1*†		Certification of Principal Executive Officer of CrossAmerica GP LLC pursuant to 18 U.S.C. §1350

32.2*†		Certification of Principal Financial Officer of CrossAmerica GP LLC pursuant to 18 U.S.C. §1350

101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents

104*		Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith

† Not considered to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CROSSAMERICA PARTNERS LP

By:		CROSSAMERICA GP LLC, its General Partner

By:		/s/ Maura Topper
		Maura Topper
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

Date: November 6, 2024

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Charles M. Nifong, Jr, certify that:

I have reviewed this quarterly report on Form 10-Q of CrossAmerica Partners LP;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2024

    /s/ Charles M. Nifong, Jr.

   

    Charles M. Nifong, Jr.

   

    President and Chief Executive Officer

   

    CrossAmerica GP LLC

   

    (as General Partner of CrossAmerica Partners LP)

   

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Maura Topper, certify that:

I have reviewed this quarterly report on Form 10-Q of CrossAmerica Partners LP;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2024

    /s/ Maura Topper

   

    Maura Topper
Chief Financial Officer
CrossAmerica GP LLC
(as General Partner of CrossAmerica Partners LP)

   

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of CrossAmerica Partners LP (the “Partnership”) for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles M. Nifong, Jr., President and Chief Executive Officer of CrossAmerica GP LLC, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: November 6, 2024

    /s/ Charles M. Nifong, Jr. 

   

    Charles M. Nifong, Jr.

   

    President and Chief Executive Officer

   

    CrossAmerica GP LLC

   

    (as General Partner of CrossAmerica Partners LP)

   

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of CrossAmerica Partners LP (the “Partnership”) for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Maura Topper, Chief Financial Officer of CrossAmerica GP LLC, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that, to my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

Date: November 6, 2024

    /s/ Maura Topper

   

    Maura Topper
Chief Financial Officer
CrossAmerica GP LLC
(as General Partner of CrossAmerica Partners LP)

   