CrossAmerica Partners LP 10-Q for FY2026 Q2

CrossAmerica Partners LP (CAPL)

10-Q 2026-08-05 For: 2026-06-30

Added on August 05, 2026

About this 10-Q

CrossAmerica Partners LP filed this 10-Q on August 5, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.18B; up 22.6% from $961.93M a year earlier
Net income: $20.81M; down 17.3% from net income of $25.17M a year earlier
Diluted EPS: $0.52; down 18.8% from $0.64 a year earlier

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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)


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


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


		PAGE

Commonly Used Defined Terms		i

PART I - FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		1
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)		2
Consolidated Statements of Equity and Comprehensive Income for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)		3
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)		4
Condensed Notes to Consolidated Financial Statements (Unaudited)		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


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

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 purchases fuel from us.

Other Defined Terms:

AOCI			Accumulated other comprehensive income (loss)

ASC			Accounting Standards Codification

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 annual performance achievements and to motivate and reward Topper Group employees for their contributions toward meeting financial and strategic goals.

Credit Facility			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, and by the Second Amendment to Amended and Restated Credit Agreement, dated as of July 15, 2026, 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

FASB			Financial Accounting Standards Board

Form 10-K			CrossAmerica’s Annual Report on Form 10-K for the year ended December 31, 2025

Getty			Getty Properties Corp.

Internal Revenue Code			Internal Revenue Code of 1986, as amended

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

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

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


	June 30,			December 31,
	2026			2025
ASSETS
Current assets:
Cash and cash equivalents	$	4,922		$	3,137
Accounts receivable, net of allowances of $320 and $635, respectively		33,834			28,566
Accounts receivable from related parties		651			687
Inventory		63,443			59,610
Assets held for sale		9,755			9,690
Current portion of interest rate swap contracts		2,291			801
Other current assets		7,868			8,590
Total current assets		122,764			111,081
Property and equipment, net		579,475			547,686
Right-of-use assets, net		101,463			121,636
Intangible assets, net		54,406			61,638
Goodwill		99,409			99,409
Deferred tax assets		—			760
Interest rate swap contracts, less current portion		1,855			325
Other assets		22,614			22,199
Total assets	$	981,986		$	964,734

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt and finance lease obligations	$	9,774		$	3,465
Current portion of operating lease obligations		24,584			29,008
Accounts payable		77,725			63,413
Accounts payable to related parties		7,792			6,536
Current portion of interest rate swap contracts		184			697
Accrued expenses and other current liabilities		25,360			27,378
Motor fuel and sales taxes payable		16,409			19,013
Total current liabilities		161,828			149,510
Debt and finance lease obligations, less current portion		715,471			687,187
Operating lease obligations, less current portion		80,680			96,974
Deferred tax liabilities, net		7,479			7,409
Asset retirement obligations		44,222			45,014
Interest rate swap contracts, less current portion		109			1,390
Other long-term liabilities		47,878			49,289
Total liabilities		1,057,667			1,036,773

Commitments and contingencies (Note 9)

Preferred membership interests		31,523			30,289

Equity:
Common units— 38,154,331 and 38,135,078 units issued and outstanding at June 30, 2026 and December 31, 2025, respectively		(111,004	)		(101,280	)
Accumulated other comprehensive income (loss)		3,800			(1,048	)
Total deficit		(107,204	)		(102,328	)
Total liabilities and equity	$	981,986		$	964,734


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Operating revenues (a)	$	1,179,017		$	961,925		$	2,020,847		$	1,824,400
Cost of sales (b)		1,066,230			860,933			1,810,437			1,633,594
Gross profit		112,787			100,992			210,410			190,806

Operating expenses:
Operating expenses (c)		55,025			57,949			111,461			116,823
General and administrative expenses		6,809			6,577			13,300			14,249
Depreciation, amortization and accretion expense		16,768			23,334			33,830			49,638
Total operating expenses		78,602			87,860			158,591			180,710
Gain on dispositions and lease terminations, net		1,087			28,365			7,203			33,402
Operating income		35,272			41,497			59,022			43,498
Other income, net		212			136			369			266
Interest expense		(11,342	)		(12,569	)		(22,092	)		(25,413	)
Income before income taxes		24,142			29,064			37,299			18,351
Income tax expense		3,330			3,896			5,828			298
Net income		20,812			25,168			31,471			18,053
Accretion of preferred membership interests		710			680			1,404			1,345
Net income available to limited partners	$	20,102		$	24,488		$	30,067		$	16,708

Net income per common unit
Basic	$	0.53		$	0.64		$	0.79		$	0.44
Diluted	$	0.52		$	0.64		$	0.78		$	0.44

Weighted-average common units:
Basic		38,154,331			38,097,513			38,148,481			38,085,815
Diluted		38,323,956			39,545,478			38,318,067			38,260,908

Supplemental information:
(a) includes excise taxes of:	$	71,954		$	82,903		$	140,725		$	156,253
(a) includes rent income of:		14,666			15,459			29,226			32,661
(b) excludes depreciation, amortization and accretion
(b) includes rent expense of:		3,766			4,923			7,883			9,818
(c) includes rent expense of:		4,492			4,631			9,051			9,242


	Limited Partners' Interest Common Unitholders					AOCI			Total Equity
	Units		Dollars			Dollars			Dollars
Balance at December 31, 2025		38,135,078	$	(101,280	)	$	(1,048	)	$	(102,328	)
Net income		—		10,659			—			10,659
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			2,900			2,900
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(281	)		(281	)
Total other comprehensive income		—		—			2,619			2,619
Comprehensive income		—		10,659			2,619			13,278
Issuance of units related to 2025 Bonus Plan		9,345		194			—			194
Vesting of equity awards, net of units withheld for tax		9,908		206			—			206
Accretion of preferred membership interests		—		(694	)		—			(694	)
Distributions paid		—		(20,090	)		—			(20,090	)
Balance at March 31, 2026		38,154,331	$	(111,005	)	$	1,571		$	(109,434	)

Net income		—		20,812			—			20,812
Other comprehensive income
Unrealized gain on interest rate swap contracts		—		—			2,475			2,475
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(246	)		(246	)
Total other comprehensive income		—		—			2,229			2,229
Comprehensive income		—		20,812			2,229			23,041
Accretion of preferred membership interests		—		(710	)		—			(710	)
Distributions paid		—		(20,101	)		—			(20,101	)
Balance at June 30, 2026		38,154,331	$	(111,004	)	$	3,800		$	(107,204	)

Balance at December 31, 2024		38,059,702	$	(61,371	)	$	7,595		$	(53,776	)
Net loss		—		(7,115	)		—			(7,115	)
Other comprehensive income
Unrealized loss on interest rate swap contracts		—		—			(3,928	)		(3,928	)
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(921	)		(921	)
Total other comprehensive loss		—		—			(4,849	)		(4,849	)
Comprehensive loss		—		(7,115	)		(4,849	)		(11,964	)
Issuance of units related to 2024 Bonus Plan		7,237		165			—			165
Vesting of equity awards, net of units withheld for tax		30,574		697			—			697
Accretion of preferred membership interests		—		(665	)		—			(665	)
Tax effect of intra-entity transfer of assets		—		(387	)		—			(387	)
Distributions paid		—		(20,054	)		—			(20,054	)
Balance at March 31, 2025		38,097,513	$	(88,730	)	$	2,746		$	(85,984	)

Net income		—		25,168			—			25,168
Other comprehensive income
Unrealized loss on interest rate swap contracts		—		—			(1,987	)		(1,987	)
Realized gain on interest rate swap contracts reclassified from AOCI into interest expense		—		—			(931	)		(931	)
Total other comprehensive loss		—		—			(2,918	)		(2,918	)
Comprehensive income (loss)		—		25,168			(2,918	)		22,250
Accretion of preferred membership interests		—		(680	)		—			(680	)
Distributions paid		—		(20,074	)		—			(20,074	)
Balance at June 30, 2025		38,097,513	$	(84,316	)	$	(172	)	$	(84,488	)


	June 30, 2026						December 31, 2025
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Gross Amount		Accumulated Amortization		Net Carrying Amount
Wholesale fuel supply contracts/rights	$	142,758	$	90,043	$	52,715	$	147,528	$	87,623	$	59,905
Trademarks/licenses		2,688		1,054		1,634		2,638		982		1,656
Covenant not to compete		200		143		57		200		123		77
Total intangible assets	$	145,646	$	91,240	$	54,406	$	150,366	$	88,728	$	61,638


	Debt		Finance Lease Obligations		Total
Remainder of 2026	$	—	$	9,867	$	9,867
2027		—		6,208		6,208
2028		671,596		6,301		677,897
2029		—		6,395		6,395
2030		—		6,491		6,491
Thereafter		—		43,420		43,420
Total future payments		671,596		78,682		750,278
Less impact of discounting		—		19,702		19,702
Total future principal payments		671,596		58,980		730,576
Current portion		—		9,774		9,774
Long-term portion	$	671,596	$	49,206	$	720,802


Type	Notional Amount		Termination Date	Fixed Rate
Spot starting April 2023		50,000	March 30, 2028		3.287	%
Spot starting April 2023		100,000	March 31, 2028		3.287	%
Spot starting April 2023		50,000	April 8, 2028		3.282	%
Forward starting April 2024		100,000	April 1, 2028		2.932	%
Spot starting November 2023		80,000	March 31, 2028		4.105	%
Spot starting November 2023		20,000	March 31, 2028		4.121	%


	Wholesale		Retail		Unallocated			Consolidated
Three Months Ended June 30, 2026
Revenues from fuel sales to external customers	$	527,990	$	524,475	$	—		$	1,052,465
Revenues from food and merchandise sales		—		105,287		—			105,287
Rent income		10,634		4,032		—			14,666
Other revenue		1,149		5,450		—			6,599
Total revenues		539,773		639,244		—			1,179,017

Cost of goods sold - fuel		510,189		478,014		—			988,203
Cost of goods sold - food and merchandise		—		74,261		—			74,261
Cost of goods sold - Rent expense		2,487		1,279		—			3,766
Gross profit		27,097		85,690		—			112,787

Store labor		—		21,563		—			21,563
Maintenance and environmental costs		1,417		7,014		—			8,431
Other items (a)		4,913		20,118		22,490			47,521
Operating income (loss)	$	20,767	$	36,995	$	(22,490	)	$	35,272

Three Months Ended June 30, 2025
Revenues from fuel sales to external customers	$	399,598	$	432,813	$	—		$	832,411
Revenues from food and merchandise sales		—		108,059		—			108,059
Rent income		11,851		3,608		—			15,459
Other revenue		1,388		4,608		—			5,996
Total revenues		412,837		549,088		—			961,925

Cost of goods sold - fuel		384,433		394,024		—			778,457
Cost of goods sold - food and merchandise		—		77,553		—			77,553
Cost of goods sold - Rent expense		3,539		1,384		—			4,923
Gross profit		24,865		76,127		—			100,992

Store labor		—		23,468		—			23,468
Maintenance and environmental costs		1,425		7,048		—			8,473
Other items (a)		5,696		20,312		1,546			27,554
Operating income (loss)	$	17,744	$	25,299	$	(1,546	)	$	41,497

Six Months Ended June 30, 2026
Revenues from fuel sales to external customers	$	885,602	$	897,553	$	—		$	1,783,155
Revenues from food and merchandise sales		—		195,952		—			195,952
Rent income		21,173		8,053		—			29,226
Other revenue		2,255		10,259		—			12,514
Total revenues		909,030		1,111,817		—			2,020,847

Cost of goods sold - fuel		853,348		811,232		—			1,664,580
Cost of goods sold - food and merchandise		—		137,974		—			137,974
Cost of goods sold - Rent expense		5,265		2,618		—			7,883
Gross profit		50,417		159,993		—			210,410

Store labor		—		42,891		—			42,891
Maintenance and environmental costs		2,645		14,640		—			17,285
Other items (a)		10,122		41,163		39,927			91,212
Operating income (loss)	$	37,650	$	61,299	$	(39,927	)	$	59,022


Exhibit No.		Description

10.1		Second Amendment to Amended and Restated Credit Agreement, dated as of July 15, 2026, by and among CrossAmerica Partners LP, Lehigh Gas Wholesale Services, Inc., certain entities listed on the signature pages thereto, as guarantors, the lenders and L/C issuers party thereto, and Citizens Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K for CrossAmerica Partners LP, filed with the Securities and Exchange Commission on July 16, 2026)

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


CROSSAMERICA PARTNERS LP

By:		CROSSAMERICA GP LLC, its General Partner

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


	June 30,			December 31,
	2026			2025
Land	$	5,330		$	4,395
Buildings and site improvements		6,094			6,590
Equipment		6,071			6,554
Total		17,495			17,539
Less accumulated depreciation		(7,740	)		(7,849	)
Assets held for sale	$	9,755		$	9,690


	June 30,			December 31,
	2026			2025
Land	$	263,382		$	268,873
Buildings and site improvements		306,292			309,851
Leasehold improvements		20,267			20,760
Equipment and other		324,441			325,389
Right-of-use assets under finance leases		58,044			32,735
Construction in progress		5,308			3,090
Property and equipment, at cost		977,734			960,698
Accumulated depreciation and amortization		(396,275	)		(382,411	)
Accumulated amortization of right-of-use assets under finance leases		(1,984	)		(30,601	)
Property and equipment, net	$	579,475		$	547,686


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Gross profit:
Motor fuel	$	46,461		$	38,789		$	86,321		$	69,970
Merchandise		31,026			30,506			57,978			55,419
Rent		2,753			2,224			5,435			4,835
Other revenue		5,450			4,608			10,259			9,063
Total gross profit		85,690			76,127			159,993			139,287
Operating expenses		(48,695	)		(50,828	)		(98,694	)		(102,532	)
Operating income	$	36,995		$	25,299		$	61,299		$	36,755

Retail sites (end of period):
Company operated retail sites (a)		334			361			334			361
Commission agents (b)		221			236			221			236
Total retail sites		555			597			555			597

Total retail segment statistics:
Volume of gallons sold		124,032			141,683			241,718			268,216
Average retail fuel sites		560			603			568			600
Margin per gallon, before deducting credit card fees and commissions		0.492			0.370			0.465			0.355

Company operated site statistics:
Average retail fuel sites		336			368			341			367
Margin per gallon, before deducting credit card fees	$	0.513		$	0.395		$	0.486		$	0.385
Merchandise gross profit percentage		29.5	%		28.2	%		29.6	%		28.1	%

Commission site statistics:
Average retail fuel sites		224			235			227			233
Margin per gallon, before deducting credit card fees and commissions	$	0.436		$	0.313		$	0.411		$	0.289


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Gross profit:
Motor fuel gross profit	$	17,801		$	15,165		$	32,254		$	30,928
Rent gross profit		8,147			8,312			15,908			18,008
Other revenues		1,149			1,388			2,255			2,583
Total gross profit		27,097			24,865			50,417			51,519
Operating expenses		(6,330	)		(7,121	)		(12,767	)		(14,291	)
Operating income	$	20,767		$	17,744		$	37,650		$	37,228

Motor fuel distribution sites (end of period): (a)
Independent dealers (b)		664			639			664			639
Lessee dealers (c)		317			365			317			365
Total motor fuel distribution sites		981			1,004			981			1,004

Average motor fuel distribution sites		984			1,009			985			1,021

Volume of gallons distributed		160,276			179,241			313,864			342,159

Margin per gallon	$	0.111		$	0.085		$	0.103		$	0.090