UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2017

CrossAmerica Partners LP

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (610) 625-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 2.02 Results of Operations and Financial Condition.

On November 7, 2017, CrossAmerica Partners LP (“CrossAmerica” or the “Partnership”) issued a press release announcing its financial results for the quarter ended September 30, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Furnished herewith as Exhibit 99.2 are slides that senior management of CrossAmerica will utilize in CrossAmerica’s 2017 third quarter earnings call. The slides are available on the Webcasts & Presentations page of CrossAmerica’s website at www.crossamericapartners.com.

The information in this Item 2.02 is being furnished pursuant to Regulation FD. The information in Item 2.02 and Exhibits 99.1 and 99.2 of Item 9.01 of this report, according to general instruction B.2., shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. By filing this report on Form 8-K and furnishing this information, the Partnership makes no admission as to the materiality of any information in this report that the Partnership chooses to disclose solely because of Regulation FD.

Safe Harbor Statement

Statements contained in the exhibit to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. It is important to note that the Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission (the “SEC”). The Partnership undertakes no duty or obligation to publicly update or revise the information contained in this report, although the Partnership may do so from time to time as management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

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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 hereunto duly authorized.

 

Dated: November 7, 2017

 

Exhibit 99.1

 

CrossAmerica Partners LP Reports Third Quarter 2017 Results

Allentown, PA November 7, 2017 – CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the third quarter ended September 30, 2017.

“We had a strong quarter with good performance in our wholesale and retail segments,” said Jeremy Bergeron, President and CEO of CrossAmerica.  “We also executed on materially accretive divestitures in the period, selling 30 sites for approximately $23 million.  This reflects our overall growth strategy as we look to upgrade our asset portfolio and position the balance sheet for our pending acquisition of assets from Jet-Pep in Alabama, which is scheduled to close during the fourth quarter.”

Consolidated Results

Operating income was $12.3 million for the third quarter 2017 compared to $10.0 million achieved in the third quarter 2016. EBITDA was $25.3 million for the three month period ended September 30, 2017 compared to $22.5 million for the same period in 2016.  Included in operating income and EBITDA for the third quarter 2017 is a $1.9 million charge related to separation and benefits expenses.  Adjusted EBITDA was $29.0 million for the third quarter 2017 compared to $27.1 million for the same period in 2016, representing an increase of 7%.  The increase in Adjusted EBITDA was due to an increase in net income driven by increases in both the wholesale and retail segments. (Non-GAAP measures, including EBITDA, as described are reconciled to the corresponding GAAP measures in the Supplemental Disclosure section of this release)

Wholesale Segment

During the third quarter 2017, CrossAmerica’s wholesale segment generated $31.3 million in gross profit compared to $28.5 million in gross profit for the third quarter 2016, representing a 10% increase.  The Partnership distributed, on a wholesale basis, 266.2 million gallons of motor fuel at an average wholesale gross profit of $0.057 per gallon, resulting in motor fuel gross profit of $15.2 million. For the three month period ended September 30, 2016, CrossAmerica distributed, on a wholesale basis, 267.1 million gallons of fuel at an average wholesale gross profit of $0.053 per gallon, resulting in motor fuel gross profit of $14.2 million. The 7% increase in motor fuel gross profit was primarily due to a higher margin per gallon realized due to higher dealer-tank wagon (DTW) margins as a result of the movements in crude prices throughout both periods and increased payment discounts and incentives due to the increase in motor fuel prices as a result of the increase in crude oil prices.  The prices paid by the Partnership to its motor fuel suppliers for wholesale motor fuel (which affects the cost of sales) are highly correlated to the price of crude oil.  The average daily spot price of West Texas Intermediate crude oil increased approximately 7% to $48.15 per barrel during the third quarter 2017 as compared to $44.85 per barrel during the same period in 2016.  

 

 

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CrossAmerica’s gross profit from Rent and Other for the wholesale segment, which primarily consists of rental income, was $16.1 million for the third quarter 2017 compared to $14.3 million for the same period in 2016. The increase of 13% in Rent and Other was primarily associated with the State Oil acquisition completed in September 2016 and the continued conversion of company-operated stores to lessee dealer sites throughout 2016 and 2017, partially offset by 25 DMS sites being converted to commission agent sites in the fourth quarter of 2016, which resulted in rent income from these 25 sites being included in the retail segment rather than the wholesale segment.

Adjusted EBITDA for the wholesale segment was $27.5 million for the third quarter of 2017 compared to $27.0 million for the same period in 2016.  As discussed above, the year-over-year improvement was driven by an increase in wholesale gross profit per gallon and in rental income during the quarter (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Retail Segment

For the third quarter 2017, the Partnership sold 39.1 million gallons of motor fuel at an average retail motor fuel gross profit of $0.052 per gallon, net of commissions and credit card fees, resulting in motor fuel gross profits of $2.0 million. For the same period in 2016, CrossAmerica sold 39.2 million gallons in its retail segment at an average gross profit of $0.050 per gallon, net of commissions and credit card fees, resulting in motor fuel gross profit of $1.9 million. The increase in motor fuel gross profit is attributable due to an increase in margin per gallon as a result of the movements in crude oil prices throughout the two periods.  

During the quarter, the Partnership generated $7.0 million in gross profit from merchandise and services versus $7.6 million for the same period in 2016.  Gross profit from Rent and Other increased $0.1 million or 13% primarily from 25 DMS sites being converted to commission agent sites in the fourth quarter of 2016, which resulted in rent income from these 25 sites being included in the retail segment rather than the wholesale segment.  Operating expenses for the retail segment decreased $0.9 million from $8.7 million for the third quarter 2016 to $7.8 million for the third quarter 2017.  Adjusted EBITDA for the retail segment was $2.4 million for the third quarter 2017 compared to $2.0 million for the same period in 2016, representing an increase of 18%.  

The decreases in merchandise and services gross profit and operating expenses were primarily due to the Partnership's dealerization strategy of converting company-operated stores to dealer-operated sites. (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Distributable Cash Flow and Distribution Coverage Ratio

Distributable Cash Flow was $21.5 million for the three month period ended September 30, 2017, compared to $21.3 million for the same period in 2016.  The slight increase in Distributable Cash Flow was due primarily to an overall increase in net income partially offset by an increase in cash interest expense from additional borrowings to fund the Partnership’s recent acquisitions.  The Distribution Coverage Ratio was 1.02 times for the three months ended September 30, 2017 (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Liquidity and Capital Resources

As of November 3, 2017, after taking into consideration debt covenant constraints, approximately $55.2 million was available for future borrowings under the Partnership's revolving credit facility. In connection with future acquisitions, the revolving credit facility requires, among other things, that CrossAmerica have, after giving effect to such acquisition, at least, in the aggregate, $20 million of borrowing availability under the revolving credit facility and unrestricted cash on the balance sheet on the date of such acquisition.

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Distributions

On October 24, 2017, the Board of the Directors of CrossAmerica’s General Partner (“Board”) declared a quarterly distribution of $0.6275 per limited partner unit attributable to the third quarter of 2017.  As previously announced, the distribution will be paid on November 13, 2017 to all unitholders of record as of November 6, 2017.  The amount and timing of any future distributions is subject to the discretion of the Board (see Supplemental Disclosure Regarding Non-GAAP Financial Information below).

Conference Call

The Partnership will host a conference call on November 8, 2017 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss third quarter 2017 earnings results. The conference call numbers are 800-774-6070 or 630-691-2753 and the passcode for both is 5854571#. A live audio webcast of the conference call and the related earnings materials, including reconciliations of non-GAAP financial measures to GAAP financial measures and any other applicable disclosures, will be available on that same day on the investor section of the CrossAmerica website (www.crossamericapartners.com). A slide presentation for the conference call will also be available on the investor section of the Partnership’s website. To listen to the audio webcast, go to http://www.crossamericapartners.com/en-us/investors/eventsandpresentations. After the live conference call, a replay will be available for a period of thirty days. The replay numbers are 888-843-7419 or 630-652-3042 and the passcode for both is 5854571#. An archive of the webcast will be available on the investor section of the CrossAmerica website at www.crossamericapartners.com/en-us/investors/eventsandpresentations within 24 hours after the call for a period of sixty days.

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CROSSAMERICA PARTNERS LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of Dollars, Except Unit and Per Unit Amounts)

(Unaudited)

 

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Segment Results

Wholesale

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

 

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Retail

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

 

 

 

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Supplemental Disclosure Regarding Non-GAAP Financial Measures

CrossAmerica uses non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio.  EBITDA represents net income available to the Partnership before deducting interest expense, income taxes, depreciation, amortization and accretion. Adjusted EBITDA represents EBITDA as further adjusted to exclude equity funded expenses related to incentive compensation and the Amended Omnibus Agreement, gains or losses on sales of assets, certain discrete acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired companies, 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. Distribution Coverage Ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit.

EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of the CrossAmerica financial statements, such as investors and lenders. EBITDA and Adjusted EBITDA are used to assess the financial performance without regard to financing methods, capital structure or income taxes and the ability to incur and service debt and to fund capital expenditures. In addition, Adjusted EBITDA is used to assess the operating performance of the CrossAmerica business on a consistent basis by excluding the impact of items which do not result directly from the wholesale distribution of motor fuel, the leasing of real property, or the day to day operations of the Partnership’s retail site activities. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are also used to assess the ability to generate cash sufficient to make distributions to the Partnership’s unit-holders.

CrossAmerica believes the presentation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio provides useful information to investors in assessing the financial condition and results of operations. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio have important limitations as analytical tools because they exclude some but not all items that affect net income. Additionally, because EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in the industry, the Partnership’s definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):

 

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

 

About CrossAmerica Partners LP

CrossAmerica Partners LP is a leading wholesale distributor of motor fuels and owner and lessee of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is a wholly owned subsidiary of Alimentation Couche-Tard Inc.  Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,200 locations and owns or leases approximately 900 sites. With a geographic footprint covering 29 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Motiva, Equilon, Chevron, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. CrossAmerica Partners LP ranks as one of ExxonMobil’s largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.

Contact

Investor Relations:      Randy Palmer, Director – Investor Relations, 210-692-2160

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Safe Harbor Statement

Statements contained in this release that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s Form 10-K or Forms 10-Q filed with the Securities and Exchange Commission, and available on the CrossAmerica’s website at www.crossamericapartners.com. The Partnership undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.

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

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November 2017 Third Quarter 2017 Earnings Call Exhibit 99.2

Safe Harbor Statement Statements contained in this presentation that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s Forms 10-Q or Form 10-K filed with the Securities and Exchange Commission and available on CrossAmerica’s website at www.crossamericapartners.com. If any of these factors materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement you see or hear during this presentation reflects our current views as of the date of this presentation with respect to future events. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

CrossAmerica Business Overview Jeremy Bergeron, President & CEO

CrossAmerica Partners LP Overview Master limited partnership and leading wholesale fuels distributor, convenience store lessor, and c-store operator Distributes annually over 1 billion gallons of fuel Annual gross rental income of over $80 million Operates 71 retail sites 17.5% equity interest in CST Brands’ wholesale fuels business, approximately 1.8 billion gallons of annual fuel supply Approx. 1,250 locations – 472 owned sites 628 Lessee Dealers 384 Independent Dealers 71 Company Operated Sites 82 Commission Agents 51 Non-fuel Tenant Sites (rent only) Equity market capitalization of $925 million and enterprise value of $1.4 billion Note: All information is as of September 30, 2017

Third Quarter Operating Results OPERATING RESULTS (in thousands, except for per gallon and site count) Three Months ended Sept 30, 2017 2016 % Change Total Motor Fuel Distribution Sites (period avg.) 1,167 1,115 5% Total Volume of Gallons Distributed 266,189 267,121 0% Wholesale Fuel Margin per Gallon $0.057 $0.053 8% Rental & Other Gross Profit (Net) (Wholesale) $16,074 $14,263 13% Company Operated Fuel Sites (period avg.) 71 76 (7%) Company Op Fuel Margin Per Gallon $0.093 $0.082 13% G&A Expenses (excluding acquisition costs)* $3,424 $4,960 (31%) * Excludes one-time, acquisition-related costs associated with G&A expenses ($2.570 million in 3Q17 and $1.182 million in 3Q16). The Partnership reported G&A expense of $5.994 million in 3Q17 and $6.142 million in 3Q16.

Third Quarter 2017 Highlights Adjusted EBITDA(1) Increased Adjusted EBITDA 7% from Third Quarter 2016 to Third Quarter 2017 Strengthening the Balance Sheet Leverage, as defined under our credit facility, was 4.03X as of September 30, 2017 Paid down revolving credit facility with proceeds of $23 million from the sale of 30 sites related to portfolio optimization and FTC required divestitures related to the CST-ACT merger Great position to continue growth with pending Jet-Pep acquisition Sustained Distribution Growth 14 consecutive quarters of distribution growth Continuing integration efforts with Circle K Organizational Alignment: Reducing G&A and recognizing synergy targets as we bring together Circle K wholesale team with CrossAmerica Simplify Structure: Completing analysis for “unwind” transaction to address cash flow entanglements within the business Execute Growth Strategy: Moving toward close on Jet-Pep and developing longer term strategic plans for growth See the reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow (or “DCF”) to net income and the definitions of EBITDA, Adjusted EBITDA and DCF in the appendix of this presentation.

CrossAmerica Financial Overview Evan Smith, Chief Financial Officer

Third Quarter Results Summary(1) (in millions, except for per unit amounts) KEY METRICS Three Months ended Sept 30, 2017 2016 % Change Gross Profit $41.6 $39.1 6% Adjusted EBITDA $29.0 $27.1 7% Distributable Cash Flow $21.5 $21.3 1% Weighted Avg. Diluted Units 33.9 33.4 2% Distribution Paid per LP Unit $0.6225 $0.6025 3% Distribution Attributable to Each Respective Period per LP Unit $0.6275 $0.6075 3% Distribution Coverage (Paid Basis) 1.02x 1.06x (4%) See the reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow (or “DCF”) to net income and the definitions of EBITDA, Adjusted EBITDA and DCF in the appendix of this presentation.

Executing with Measured Growth Declared distribution attributable to third quarter of $0.6275 per unit 0.5 cent per unit increase over distributions attributable to second quarter 2017 14 consecutive quarters of distribution growth Ended 3Q17 with leverage ratio of 4.03x, as defined under our credit facility Continue to demonstrate financial flexibility to execute growth strategy in any market cycle Acquisition of our GP by a U.S. subsidiary of Alimentation Couche-Tard is presenting even more opportunity for growth

Appendix Third Quarter 2017 Earnings Call

Non-GAAP Financial Measures Non-GAAP Financial Measures We use non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income available to us before deducting interest expense, income taxes and depreciation, amortization and accretion. Adjusted EBITDA represents EBITDA as further adjusted to exclude equity funded expenses related to incentive compensation and the Amended Omnibus Agreement, gains or losses on sales of assets, certain discrete acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired companies, 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. Distribution Coverage Ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio are used as supplemental financial measures by management and by external users of 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 unit-holders. 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.

Non-GAAP Reconciliation The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):   (a)As approved by the independent conflicts committee of the Board, the Partnership and CST mutually agreed to settle certain amounts due under the terms of the Amended Omnibus Agreement in limited partnership units of the Partnership. (b)Relates to certain discrete acquisition related costs, such as legal and other professional fees, severance expenses and purchase accounting adjustments associated with recently acquired businesses. Acquisition-related costs for the three and nine months ended September 30, 2017 include severance and benefit expense and retention bonuses paid to certain EICP participants associated with the Merger. Acquisition-related costs for the three and nine months ended September 30, 2017 also includes a $1.7 million charge related to a court ruling in favor of a former executive’s claim to benefits under the EICP in connection with CST’s acquisition of CrossAmerica’s General Partner. (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)On October 24, 2017, the Board approved a quarterly distribution of $0.6275 per unit attributable to the third quarter of 2017. The distribution is payable on November 13, 2017 to all unitholders of record on November 6, 2017. (e)The distribution coverage ratio is computed by dividing Distributable Cash Flow by the weighted average diluted common and subordinated units and then dividing that result by the distributions paid per limited partner unit. Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income available to limited partners $ 3,218 $ 2,112 $ (1,126 ) $ 5,926 Interest expense 7,102 5,634 20,599 16,403 Income tax expense (benefit) 966 1,308 (1,686 ) 851 Depreciation, amortization and accretion 14,049 13,432 42,675 40,594 EBITDA 25,335 22,486 60,462 63,774 Equity funded expenses related to incentive compensation and the Amended Omnibus Agreement (a) 3,479 3,572 11,789 10,197 Gain on sales of assets, net (2,371 ) (631) (2,013 ) (525) Acquisition-related costs (b) 2,570 1,659 10,279 2,882 Inventory fair value adjustments — — — 91 Adjusted EBITDA 29,013 27,086 80,517 76,419 Cash interest expense (6,674 ) (5,306) (19,319 ) (15,355 ) Sustaining capital expenditures (c) (565 ) (209) (1,287 ) (538 ) Current income tax expense (267 ) (317) (387 ) (782 ) Distributable Cash Flow $ 21,507 $ 21,254 $ 59,524 $ 59,744 Weighted average diluted common and subordinated units 33,938 33,391 33,792 33,305 Distributions paid per limited partner unit (d) $ 0.6225 $ 0.6025 $ 1.8525 $ 1.7925 Distribution Coverage Ratio (e) 1.02x 1.06x 0.95x 1.00x