8-K
CrossAmerica Partners LP (CAPL)
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): February 27, 2023
CrossAmerica Partners LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35711 | 45-4165414 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 645 Hamilton Street, Suite 400<br><br>Allentown, PA | 18101 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 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.☐
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2023, CrossAmerica Partners LP (“CrossAmerica” or the “Partnership”) issued a press release announcing its financial results for the year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
Furnished herewith as Exhibit 99.2 are slides that senior management of CrossAmerica will utilize in CrossAmerica’s third quarter 2022 earnings call. The slides are available on the Webcasts & Presentations page of CrossAmerica’s website at www.crossamericapartners.com.
The information in Item 2.02, Item 7.01 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, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. By furnishing this information, the Partnership makes no admission as to the materiality of such information that the Partnership chooses to disclose solely because of Regulation FD.
Safe Harbor Statement
Statements contained in the exhibits 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 Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022 and in subsequent filings 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
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated February 27, 2022 regarding CrossAmerica's earnings |
| 99.2 | Investor Presentation Slides of CrossAmerica |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CrossAmerica Partners LP | ||
|---|---|---|
| By: | CrossAmerica GP LLC | |
| its general partner | ||
| By: | /s/ Keenan D. Lynch | |
| Name: | Keenan D. Lynch | |
| Title: | General Counsel and Chief Administrative Officer |
Dated: February 27, 2023
EX-99
Exhibit 99.1
CrossAmerica Partners LP Reports Fourth Quarter and Full Year 2022 Results
- Reported Fourth Quarter 2022 Net Income of $17.1 million, Adjusted EBITDA of $44.3 million and Distributable Cash Flow of $33.3 million
- Generated Full Year 2022 Net Income of $63.7 million, Adjusted EBITDA of $179.8 million and Distributable Cash Flow of $140.9 million
- Reported Fourth Quarter 2022 Gross Profit for the Wholesale Segment of $32.8 million compared to $31.1 million of Gross Profit for the Fourth Quarter 2021 and Fourth Quarter 2022 Gross Profit for the Retail Segment of $60.4 million compared to $50.2 million of Gross Profit for the Fourth Quarter 2021
- Generated Full Year 2022 Gross Profit for the Wholesale Segment of $130.7 million compared to $124.7 million of Gross Profit for the Full Year 2021 and Full Year 2022 Gross Profit for the Retail Segment of $245.0 million compared to $152.3 million of Gross Profit for the Full Year 2021
- Leverage, as defined in the CAPL Credit Facility, was 3.7 times as of December 31. 2022, compared to 5.1 times as of December 31, 2021
- The Distribution Coverage Ratio was 1.67 times for the Fourth Quarter 2022 compared to 1.56 times for the Fourth Quarter 2021 and for the Full Year 2022 was 1.77 times compared to 1.28 times for the comparable period of 2021
- Appointed Thomas E. Kelso as a member of the Board of Directors, effective February 24, 2023
- During the Fourth Quarter 2022, CrossAmerica changed its segment reporting to simplify the assessment of the performance of its operating segments
Allentown, PA February 27, 2023 – CrossAmerica Partners LP (NYSE: CAPL) (“CrossAmerica” or the “Partnership”), a leading wholesale fuels distributor, convenience store operator, and owner and lessor of real estate used in the retail distribution of motor fuels, today reported financial results for the fourth quarter and full year ended December 31, 2022.
“Our results for the quarter, and year, were outstanding and our year-end balance sheet reflects our strong overall financial position,” said Charles Nifong, President and CEO of CrossAmerica. “Due to the strategic actions the board and management team have taken since re-acquiring the general partner, the Partnership was well positioned to capitalize on the favorable operating environment in the second half of 2022. Our strong strategic position and our excellent operational execution combined to generate exceptional financial performance for the year.”
New Segment Reporting
During the fourth quarter of 2022, CrossAmerica changed its segment reporting to simplify the assessment of the performance of its operating segments. Prior to the fourth quarter, the wholesale segment included the wholesale fuel gross profit on intersegment sales by the wholesale segment to the retail segment. Likewise, the wholesale segment included an allocation of operating expenses related to the operation of CrossAmerica's retail sites consistent with the allocation of the overall fuel gross profit.
Starting in the fourth quarter of 2022, the wholesale segment includes only the fuel gross profit on sales to lessee dealers and independent dealers and the retail segment includes the entire fuel gross profit on sales at CrossAmerica's company operated and commission agent sites. Likewise, operating expenses are allocated to each segment based on estimates of the level of effort expended on the lessee and independent dealer business in CrossAmerica's wholesale segment; and the company operated and commission site business in the Partnership’s retail segment.
CrossAmerica has recast the results of its segments for periods prior to October 1, 2022 to be consistent with the new segment reporting. CrossAmerica has provided tables at the end of this press release to show the effects of this new segment reporting for the past quarterly periods of 2022 and 2021.
Non-GAAP Measures and Same Store Metrics
Non-GAAP measures used in this release include EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. These Non-GAAP measures are further described and reconciled to their most directly comparable GAAP measures in the Supplemental Disclosure Regarding Non-GAAP Financial Measures section of this release.
Same store fuel volume and same store merchandise sales include aggregated individual store results for all stores that had fuel volume or merchandise sales in all months for both periods. Same store merchandise sales excludes branded food sales and other revenues such as lottery commissions and car wash sales. Joe’s Kwik Marts’ volume/sales are not included in the full year same store metrics, as the stores were not part of the CrossAmerica retail segment in all months for both years (2022 and 2021).
Fourth Quarter and Full Year Results
Consolidated Results
| Key Operating Metrics | Q4 2022 | Q4 2021 | FY2022 | FY2021 |
|---|---|---|---|---|
| Net Income | $17.1M | $12.0M | $63.7M | $21.7M |
| Adjusted EBITDA | $44.3M | $37.0M | $179.8M | $123.3M |
| Distributable Cash Flow | $33.3M | $31.0M | $140.9M | $102.2M |
| Distribution Coverage Ratio | 1.67x | 1.56x | 1.77x | 1.28x |
CrossAmerica reported increases in Operating Income, Net Income, Adjusted EBITDA and its Distribution Coverage Ratio for the fourth quarter 2022 compared to the fourth quarter 2021 primarily due to improved fuel gross profit performance in both the wholesale and retail segments. CrossAmerica also reported increases in Operating Income, Net Income, Adjusted EBITDA and its Distribution Coverage Ratio for the full year 2022 compared to the full year 2021 due to the acquisition of assets from 7-Eleven in the third quarter of 2021 as well as improved fuel gross profit performance in the wholesale and retail segments.
Wholesale Segment
| Key Operating Metrics | Q4 2022 | Q4 2021 | FY 2022 | FY 2021 |
|---|---|---|---|---|
| Wholesale segment gross profit | $32.8M | $31.1M | $130.7M | $124.7M |
| Wholesale motor fuel gallons distributed | 213.5M | 230.6M | 844.5M | 931.3M |
| Average wholesale gross profit per gallon | $0.087 | $0.078 | $0.087 | $0.075 |
During the fourth quarter 2022, CrossAmerica’s wholesale segment gross profit increased 6% compared to the fourth quarter 2021. This was driven by an increase in motor fuel gross profit resulting from a 12% increase in fuel margin per gallon, partially offset by a 7% decline in wholesale volume distributed.
For the full year 2022, the Partnership's gross profit increased 5% from $124.7 million in 2021 to $130.7 million for the full year 2022. During both the fourth quarter and full year 2022, the Partnership’s wholesale fuel margin benefited from its ongoing execution of strategic initiatives and higher variable margins. Higher wholesale variable margins were due to greater market volatility during both the fourth quarter and full year 2022 as compared to the fourth quarter and full year 2021. CrossAmerica also benefited from higher terms discounts as a result of higher fuel prices during the quarter and full year 2022 as compared to the fourth quarter and full year 2021. Wholesale volume distributed declined primarily due to lower volume in the CrossAmerica base business during the fourth quarter and full year and, to a lesser extent, the Partnership’s real estate optimization efforts.
Retail Segment
| Key Operating Metrics | Q4 2022 | Q4 2021 | FY 2022 | FY 2021 |
|---|---|---|---|---|
| Retail segment gross profit | $60.4M | $50.2M | $245.0M | $152.3M |
| Retail segment motor fuel gallons distributed | 125.1M | 125.3M | 496.6M | 403.9M |
| Same store motor fuel gallons distributed | 119.2M | 120.2M | 324.8M | 329.3M |
| Retail segment motor fuel gross profit | $35.9M | $27.8M | $146.5M | $79.3M |
| Retail segment margin per gallon, before deducting credit card fees and commissions | $0.383 | $0.309 | $0.396 | $0.280 |
| Same store merchandise sales excluding cigarettes* | $42.6M | $40.3M | $103.9M | $101.9M |
| Merchandise gross profit* | $18.6M | $17.2M | $76.1M | $55.1M |
| Merchandise gross profit percentage* | 27.5% | 25.4% | 27.2% | 26.4% |
*Includes only company operated retail sites
For the fourth quarter 2022, the retail segment generated a 20% increase in gross profit compared to the fourth quarter 2021. The retail segment generated a 61% increase in gross profit for the full year 2022 when compared to the full year 2021. The increases for both the fourth quarter and full year 2022 were primarily due to higher motor fuel and merchandise gross profit, partially offset by increased expenses, particularly in the areas of labor and maintenance.
The retail segment sold 125.1 million of retail fuel gallons during the fourth quarter 2022, which was relatively flat when compared to the fourth quarter 2021. Same store retail segment fuel volume for the fourth quarter 2022 declined 1% from 120.2 million gallons during the fourth quarter 2021 to 119.2 million gallons. The retail segment generated $8.1 million of additional motor fuel gross profit for the three months ended December 31, 2022, as compared to the same period in 2021 due to higher fuel margins per gallon.
For the full year 2022, CrossAmerica sold 496.6 million of retail fuel gallons, which was an increase of 23% when compared to the full year 2021. The increase was primarily driven by the acquisition of assets from 7-Eleven, which occurred primarily during the third quarter 2021. Same store fuel volume for the full year 2022 was 324.8 million gallons compared to 329.3 million gallons for the same period of 2021, representing a slight decline of 1%. The retail segment generated $67.2 million of additional motor fuel gross profit for the twelve months ended December 31, 2022, as compared to the same period in 2021 due to both an increase in overall volume and a higher fuel margin per gallon.
For both the fourth quarter and full year 2022, CrossAmerica’s merchandise gross profit and other revenue increased when compared to the fourth quarter and full year 2021. The fourth quarter increase was primarily due to an increase in overall store sales due to higher retail prices and improved product margins. Same store merchandise sales excluding cigarettes increased 6% for the fourth quarter 2022 when compared to the fourth quarter 2021. The full year increase was due to higher retail prices and the increase in company operated sites driven by the acquisition of assets from 7-Eleven. Same store merchandise sales excluding cigarettes increased 2% for the full year 2022 when compared to the full year 2021. Merchandise gross profit percentage increased from 25.4% for the fourth quarter 2021 to 27.5% for the fourth quarter 2022 primarily due to improved merchandise margins in the categories of packaged beverages, snacks and certain tobacco products, including cigarettes. For the full year 2022, the merchandise gross profit percentage increased to 27.2% from 26.4% for the full year 2021 due to similar factors that impacted the fourth quarter improvement in merchandise gross profit margin.
Acquisition and Divestment Activity
On November 9, 2022, CrossAmerica closed on the acquisition of assets from Community Service Stations, Inc. for a purchase price of $27.5 million plus working capital. The assets consisted of wholesale fuel supply contracts to 38 dealer owned locations, 35 sub-wholesaler accounts and two commission locations (1 fee based and 1 lease). CrossAmerica funded this acquisition through borrowings on the CAPL Credit Facility and cash on hand.
During the twelve months ended December 31, 2022, CrossAmerica sold 27 properties for $12.9 million in proceeds, resulting in a net gain of $3.5 million.
Liquidity and Capital Resources
As of December 31, 2022, CrossAmerica had $606.1 million outstanding under its CAPL Credit Facility and $159.0 million outstanding under its JKM Credit Facility. As of February 23, 2023, after taking into consideration debt covenant restrictions, approximately $120.5 million was available for future borrowings under the CAPL Credit Facility. Leverage, as defined in the CAPL Credit Facility, was 3.7 times as of December 31, 2022, compared to 5.1 times as of December 31, 2021. As of December 31, 2022, CrossAmerica was in compliance with its financial covenants under the credit facilities.
Distributions
On January 19, 2023, the Board of the Directors of CrossAmerica’s General Partner (“Board”) declared a quarterly distribution of $0.5250 per limited partner unit attributable to the fourth quarter 2022. As previously announced, the distribution was paid on February 10, 2023 to all unitholders of record as of February 3, 2023. The amount and timing of any future distributions is subject to the discretion of the Board as provided in CrossAmerica’s Partnership Agreement.
New Board Member
Effective as of February 24, 2023, Lehigh Gas GP Holdings LLC, as the sole member of the General Partner, appointed Thomas E. Kelso as a member of the Board. Prior to being appointed a board member, Mr. Kelso co-founded and operated Ocean Petroleum Co., Inc., a petroleum distributorship, and then joined Matrix Capital Markets Group, Inc. in 1997 and created the firm’s Downstream Energy and Convenience Retail Investment Banking Group. He served as Group Head until he became President of the firm in 2017. Before retiring from Matrix in 2022, Mr. Kelso managed scores of petroleum distribution and c-store transactions and has been a frequent speaker at various industry trade group meetings discussing topics related to capital formation and mergers and acquisitions. He continues to hold Series 79, 63, 24 and 99 FINRA securities licenses and has been active in numerous charitable boards and community endeavors. Full biographical information for Mr. Kelso is available on CrossAmerica’s website and in CrossAmerica’s 2022 Annual Report on Form 10-K.
The Board has named Mr. Kelso as a member of the audit and conflicts committees of the Board.
Conference Call
The Partnership will host a conference call on February 28, 2023 at 9:00 a.m. Eastern Time to discuss fourth quarter and full year 2022 earnings results. A live webcast of the call can be accessed by going to the investor section of the CrossAmerica Partners website at https://caplp.gcs-web.com/webcasts-presentations. Interested parties may participate live via telephone by registering at a conference call link also provided at https://caplp.gcs-web.com/webcasts-presentations. Please follow this link and register with a valid email address. A PIN will be provided to you with dial-in instructions. Also included on the website on that same day will be related earnings materials, including reconciliations of any non-GAAP financial measures to GAAP financial measures and any other applicable disclosures. After the live conference call, an archive of the webcast will be available on the investor section of the CrossAmerica site at https://caplp.gcs-web.com/webcasts-presentations within 24 hours after the call for a period of sixty days.
CROSSAMERICA PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars, except unit data)
| 2021 | |||
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 16,054 | $ | 7,648 |
| Accounts receivable, net of allowances of 686 and 458, respectively | 30,825 | 33,331 | |
| Accounts receivable from related parties | 743 | 1,149 | |
| Inventory | 47,307 | 46,100 | |
| Assets held for sale | 983 | 4,907 | |
| Current portion of interest rate swap contracts | 13,827 | 115 | |
| Other current assets | 8,667 | 13,065 | |
| Total current assets | 118,406 | 106,315 | |
| Property and equipment, net | 728,379 | 755,454 | |
| Right-of-use assets, net | 164,942 | 169,333 | |
| Intangible assets, net | 113,919 | 114,187 | |
| Goodwill | 99,409 | 100,464 | |
| Interest rate swap contracts, less current portion | 3,401 | 2,916 | |
| Other assets | 26,142 | 21,473 | |
| Total assets | 1,254,598 | $ | 1,270,142 |
| LIABILITIES AND EQUITY | |||
| Current liabilities: | |||
| Current portion of debt and finance lease obligations | 11,151 | $ | 10,939 |
| Current portion of operating lease obligations | 35,345 | 34,832 | |
| Accounts payable | 77,048 | 67,173 | |
| Accounts payable to related parties | 7,798 | 7,679 | |
| Accrued expenses and other current liabilities | 23,144 | 20,682 | |
| Motor fuel and sales taxes payable | 20,813 | 22,585 | |
| Total current liabilities | 175,299 | 163,890 | |
| Debt and finance lease obligations, less current portion | 761,638 | 810,635 | |
| Operating lease obligations, less current portion | 135,220 | 140,149 | |
| Deferred tax liabilities, net | 10,588 | 12,341 | |
| Asset retirement obligations | 46,431 | 45,366 | |
| Other long-term liabilities | 46,289 | 41,203 | |
| Total liabilities | 1,175,465 | 1,213,584 | |
| Commitments and contingencies (Notes 15 and 16) | |||
| Preferred membership interests | 26,156 | — | |
| Equity: | |||
| Common units— 37,937,604 and 37,896,556 units issued and outstanding at December 31, 2022 and 2021, respectively | 36,508 | 53,528 | |
| Accumulated other comprehensive income | 16,469 | 3,030 | |
| Total equity | 52,977 | 56,558 | |
| Total liabilities and equity | 1,254,598 | $ | 1,270,142 |
All values are in US Dollars.
CROSSAMERICA PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars, Except Unit and Per Unit Amounts)
| (Unaudited)<br>Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Operating revenues (a) | $ | 1,124,773 | $ | 1,077,519 | $ | 4,967,424 | $ | 3,579,259 | ||||
| Cost of sales (b) | 1,031,507 | 996,259 | 4,591,653 | 3,302,306 | ||||||||
| Gross profit | 93,266 | 81,260 | 375,771 | 276,953 | ||||||||
| Operating expenses: | ||||||||||||
| Operating expenses (c) | 43,538 | 39,058 | 174,708 | 134,079 | ||||||||
| General and administrative expenses | 6,813 | 6,501 | 25,575 | 30,930 | ||||||||
| Depreciation, amortization and accretion expense | 19,102 | 21,120 | 80,625 | 77,852 | ||||||||
| Total operating expenses | 69,453 | 66,679 | 280,908 | 242,861 | ||||||||
| Gain on dispositions and lease terminations, net | 1,763 | 1,662 | 1,143 | 2,037 | ||||||||
| Operating income | 25,576 | 16,243 | 96,006 | 36,129 | ||||||||
| Other income, net | 152 | 125 | 504 | 544 | ||||||||
| Interest expense | (9,767 | ) | (5,949 | ) | (32,100 | ) | (18,244 | ) | ||||
| Income before income taxes | 15,961 | 10,419 | 64,410 | 18,429 | ||||||||
| Income tax (benefit) expense | (1,129 | ) | (1,561 | ) | 714 | (3,225 | ) | |||||
| Net income | 17,090 | 11,980 | 63,696 | 21,654 | ||||||||
| Accretion of preferred membership interests | 588 | — | 1,726 | — | ||||||||
| Net income available to limited partners | $ | 16,502 | $ | 11,980 | $ | 61,970 | $ | 21,654 | ||||
| Earnings per common unit | ||||||||||||
| Basic | $ | 0.44 | $ | 0.32 | $ | 1.63 | $ | 0.57 | ||||
| Diluted | $ | 0.43 | $ | 0.32 | $ | 1.63 | $ | 0.57 | ||||
| Weighted-average common units: | ||||||||||||
| Basic common units | 37,928,970 | 37,891,701 | 37,916,829 | 37,880,910 | ||||||||
| Diluted common units | 38,085,600 | 37,913,003 | 38,059,774 | 37,884,124 | ||||||||
| Supplemental information: | ||||||||||||
| (a) includes excise taxes of: | $ | 65,913 | $ | 72,584 | $ | 270,501 | $ | 228,764 | ||||
| (a) includes rent income of: | 21,370 | 20,350 | 84,106 | 83,182 | ||||||||
| (b) excludes depreciation, amortization and accretion | ||||||||||||
| (b) includes rent expense of: | 5,765 | 5,853 | 23,457 | 23,765 | ||||||||
| (c) includes rent expense of: | 3,733 | 3,717 | 15,254 | 13,531 |
CROSSAMERICA PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
| For the Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | |||||||
| Cash flows from operating activities: | |||||||||
| Net income | $ | 63,696 | $ | 21,654 | $ | 107,456 | |||
| Adjustments to reconcile net income to net cash provided by<br> operating activities: | |||||||||
| Depreciation, amortization and accretion expense | 80,625 | 77,852 | 68,742 | ||||||
| Amortization of deferred financing costs | 2,788 | 1,862 | 1,042 | ||||||
| Credit loss expense | 232 | 253 | 1,210 | ||||||
| Deferred income tax benefit | (1,753 | ) | (3,761 | ) | (4,436 | ) | |||
| Equity-based employee and director compensation expense | 2,294 | 1,311 | 172 | ||||||
| Gain on dispositions and lease terminations, net | (1,143 | ) | (2,037 | ) | (88,912 | ) | |||
| Changes in operating assets and liabilities, net of acquisitions | 14,578 | (1,666 | ) | 19,210 | |||||
| Net cash provided by operating activities | 161,317 | 95,468 | 104,484 | ||||||
| Cash flows from investing activities: | |||||||||
| Principal payments received on notes receivable | 203 | 793 | 974 | ||||||
| Proceeds from sale of assets | 13,344 | 15,359 | 21,729 | ||||||
| Proceeds from sale of assets to Circle K | — | — | 23,049 | ||||||
| Capital expenditures | (30,351 | ) | (41,859 | ) | (37,057 | ) | |||
| Cash paid in connection with acquisitions, net of cash acquired | (29,594 | ) | (272,983 | ) | (28,244 | ) | |||
| Net cash used in investing activities | (46,398 | ) | (298,690 | ) | (19,549 | ) | |||
| Cash flows from financing activities: | |||||||||
| Borrowings under revolving credit facilities | 114,100 | 194,895 | 106,180 | ||||||
| Repayments on revolving credit facilities | (138,538 | ) | (77,500 | ) | (112,000 | ) | |||
| Borrowings under the Term Loan Facility | 1,120 | 182,460 | — | ||||||
| Repayments on the Term Loan Facility | (24,600 | ) | — | — | |||||
| Net proceeds from issuance of preferred membership interests | 24,430 | — | — | ||||||
| Payments of finance lease obligations | (2,724 | ) | (2,604 | ) | (2,458 | ) | |||
| Payments of deferred financing costs | (474 | ) | (7,201 | ) | — | ||||
| Distributions paid on distribution equivalent rights | (202 | ) | (141 | ) | (40 | ) | |||
| Distributions paid to holders of the IDRs | — | — | (133 | ) | |||||
| Distributions paid on common units | (79,625 | ) | (79,552 | ) | (77,751 | ) | |||
| Net cash (used in) provided by financing activities | (106,513 | ) | 210,357 | (86,202 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 8,406 | 7,135 | (1,267 | ) | |||||
| Cash and cash equivalents at beginning of period | 7,648 | 513 | 1,780 | ||||||
| Cash and cash equivalents at end of period | $ | 16,054 | $ | 7,648 | $ | 513 |
Segment Results
Wholesale
The following table highlights the results of operations and certain operating metrics of the Wholesale segment (thousands of dollars, except for the number of distribution sites and per gallon amounts):
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gross profit: | ||||||||||||
| Motor fuel gross profit | $ | 18,659 | $ | 17,990 | $ | 73,378 | $ | 70,221 | ||||
| Rent gross profit | 12,908 | 12,006 | 50,852 | 50,736 | ||||||||
| Other revenues | 1,259 | 1,063 | 6,509 | 3,721 | ||||||||
| Total gross profit | 32,826 | 31,059 | 130,739 | 124,678 | ||||||||
| Operating expenses | (8,956 | ) | (8,942 | ) | (37,072 | ) | (37,906 | ) | ||||
| Operating Income | $ | 23,870 | $ | 22,117 | $ | 93,667 | $ | 86,772 | ||||
| Motor fuel distribution sites (end of period): (a) | ||||||||||||
| Independent dealers (b) | 663 | 666 | 663 | 666 | ||||||||
| Lessee dealers (c) | 619 | 637 | 619 | 637 | ||||||||
| Total motor fuel distribution sites | 1,282 | 1,303 | 1,282 | 1,303 | ||||||||
| Motor fuel distribution sites (average): | 1,274 | 1,309 | 1,286 | 1,325 | ||||||||
| Volume of gallons distributed | 213,501 | 230,643 | 844,486 | 931,288 | ||||||||
| Margin per gallon | $ | 0.087 | $ | 0.078 | $ | 0.087 | $ | 0.075 |
(a) In addition, CrossAmerica distributed motor fuel to sub-wholesalers who distributed to additional sites.
(b) The decrease in the independent dealer site count for both periods (fourth quarter 2021 to fourth quarter 2022 and December 31, 2021 to December 31, 2022) was primarily attributable to expiration of contracts, most of which were lower margin, partially offset by the increase in independent dealer sites as a result of the acquisition of assets from Community Service Stations, Inc.
(c) The decreases in the lessee dealer count for both periods (fourth quarter 2021 to fourth quarter 2022 and December 31, 2021 to December 31, 2022) were primarily attributable to the real estate rationalization effort.
Retail
The following table highlights the results of operations and certain operating metrics of the Retail segment (in thousands, except for the number of retail sites):
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gross profit: | ||||||||||||
| Motor fuel | $ | 35,925 | $ | 27,791 | $ | 146,546 | $ | 79,318 | ||||
| Merchandise | 18,639 | 17,241 | 76,135 | 55,117 | ||||||||
| Rent | 2,697 | 2,491 | 9,797 | 8,681 | ||||||||
| Other revenue | 3,179 | 2,679 | 12,554 | 9,159 | ||||||||
| Total gross profit | 60,440 | 50,202 | 245,032 | 152,275 | ||||||||
| Operating expenses | (34,582 | ) | (30,116 | ) | (137,636 | ) | (96,173 | ) | ||||
| Operating income | $ | 25,858 | $ | 20,086 | $ | 107,396 | $ | 56,102 | ||||
| Retail sites (end of period): | ||||||||||||
| Company operated retail sites | 255 | 252 | 255 | 252 | ||||||||
| Commission agents | 200 | 198 | 200 | 198 | ||||||||
| Total retail segment sites | 455 | 450 | 455 | 450 | ||||||||
| Total retail segment statistics: | ||||||||||||
| Volume of gallons sold | 125,110 | 125,286 | 496,634 | 403,850 | ||||||||
| Same store total system gallons sold | 119,181 | 120,199 | 324,763 | 329,346 | ||||||||
| Average retail fuel sites | 451 | 451 | 452 | 389 | ||||||||
| Margin per gallon, before deducting credit card fees and commissions | $ | 0.383 | $ | 0.309 | $ | 0.396 | $ | 0.280 | ||||
| Company operated site statistics: | ||||||||||||
| Average retail fuel sites | 253 | 253 | 253 | 187 | ||||||||
| Same store fuel volume (a) | 77,785 | 79,388 | 167,762 | 170,082 | ||||||||
| Margin per gallon, before deducting credit card fees | $ | 0.422 | $ | 0.328 | $ | 0.426 | $ | 0.309 | ||||
| Same store merchandise sales (a) | $ | 63,283 | $ | 62,763 | $ | 150,408 | $ | 153,305 | ||||
| Same store merchandise sales excluding cigarettes (a) | $ | 42,597 | $ | 40,258 | $ | 103,914 | $ | 101,888 | ||||
| Merchandise gross profit percentage | 27.5 | % | 25.4 | % | 27.2 | % | 26.4 | % | ||||
| Commission site statistics: | ||||||||||||
| Average retail fuel sites | 198 | 198 | 199 | 202 | ||||||||
| Margin per gallon, before deducting credit card fees and commissions | $ | 0.310 | $ | 0.270 | $ | 0.336 | $ | 0.238 |
(a) Same store fuel volume and same store merchandise sales include aggregated individual store results for all stores that had fuel volume or merchandise sales in all months for both periods. Same store merchandise sales excludes branded food sales and other revenues such as lottery commissions and car wash sales.
Supplemental Disclosure Regarding Non-GAAP Financial Measures
CrossAmerica uses the non-GAAP financial measures EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio. EBITDA represents net income 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.
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 CrossAmerica’s 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 Partnership’s 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 CrossAmerica’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 CrossAmerica’s unitholders.
CrossAmerica believes the presentation of EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio provides useful information to investors in assessing the financial condition and results of operations. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio have important limitations as analytical tools because they exclude some but not all items that affect net income. Additionally, because EBITDA, Adjusted EBITDA, Distributable Cash Flow and Distribution Coverage Ratio may be defined differently by other companies in the industry, CrossAmerica’s definitions may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
The following table presents reconciliations of EBITDA, Adjusted EBITDA, and Distributable Cash Flow to net income, the most directly comparable U.S. GAAP financial measure, for each of the periods indicated (in thousands, except for per unit amounts):
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net income (a) | $ | 17,090 | $ | 11,980 | $ | 63,696 | $ | 21,654 | ||||
| Interest expense | 9,767 | 5,949 | 32,100 | 18,244 | ||||||||
| Income tax (benefit) expense | (1,129 | ) | (1,561 | ) | 714 | (3,225 | ) | |||||
| Depreciation, amortization and accretion | 19,102 | 21,120 | 80,625 | 77,852 | ||||||||
| EBITDA | 44,830 | 37,488 | 177,135 | 114,525 | ||||||||
| Equity-based employee and director compensation expense | 686 | 215 | 2,294 | 1,311 | ||||||||
| Gain on dispositions and lease terminations, net | (1,763 | ) | (1,662 | ) | (1,143 | ) | (2,037 | ) | ||||
| Acquisition-related costs (b) | 523 | 959 | 1,508 | 9,461 | ||||||||
| Adjusted EBITDA | 44,276 | 37,000 | 179,794 | 123,260 | ||||||||
| Cash interest expense | (9,032 | ) | (5,269 | ) | (29,312 | ) | (16,382 | ) | ||||
| Sustaining capital expenditures (c) | (1,973 | ) | (754 | ) | (7,164 | ) | (4,161 | ) | ||||
| Current income tax benefit (expense) | 53 | — | (2,466 | ) | (548 | ) | ||||||
| Distributable Cash Flow | $ | 33,324 | $ | 30,977 | $ | 140,852 | $ | 102,169 | ||||
| Distributions paid | $ | 19,913 | $ | 19,893 | $ | 79,625 | $ | 79,552 | ||||
| Distribution Coverage Ratio (d) | 1.67x | 1.56x | 1.77x | 1.28x |
(a) Beginning in the second quarter of 2022, CrossAmerica reconciled Adjusted EBITDA to Net Income rather than to Net income available to limited partners. The difference between Net income and Net income available to limited partners is that, beginning in the second quarter of 2022, the accretion of preferred membership interests issued in late March 2022 is a deduction from Net income in computing Net income available to limited partners. Because Adjusted EBITDA is used to assess our financial performance, without regard to capital structure, CrossAmerica believes Adjusted EBITDA should be reconciled with Net Income, so that the calculation isn’t impacted by the accretion of preferred membership interests. This approach is comparable to the reconciliation of Adjusted EBITDA to Net income available to limited partners in past periods, as the Partnership has not recorded accretion of preferred membership interests in past periods.
(b) Relates to certain discrete acquisition-related costs, such as legal and other professional fees, separation benefit costs and certain purchase accounting adjustments associated with recently acquired businesses.
(c) Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain CrossAmerica's long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes, including payments to renew existing distribution contracts, or to maintain the 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) In 2022, CrossAmerica updated its calculation of its Distribution Coverage Ratio to divide Distributable Cash Flow by distributions paid, whereas in prior periods, the Distribution Coverage Ratio was calculated as Distributable Cash Flow divided by the weighted-average diluted common units and then CrossAmerica divided that result by distributions paid per limited partner unit.
New Segment Reporting
During the fourth quarter of 2022, CrossAmerica changed its segment reporting to simplify the assessment of performance of its operating segments. CrossAmerica has recast the results of its segments for periods prior to October 1, 2022 to be consistent with the new segment reporting. CrossAmerica has provided tables below to show the effects of this new segment reporting for the past quarterly periods of 2022 and 2021.
Wholesale Segment
2022
| Three Months Ended, | Year Ended<br>December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3/31/2022 | 6/30/2022 | 9/30/2022 | 12/31/2022 | 2022 | |||||||||||
| Gross profit: | |||||||||||||||
| Motor fuel gross profit | $ | 16,184 | $ | 19,034 | $ | 19,501 | $ | 18,659 | $ | 73,378 | |||||
| Rent gross profit | 12,339 | 12,646 | 12,959 | 12,908 | 50,852 | ||||||||||
| Other revenues | 1,786 | 1,807 | 1,657 | 1,259 | 6,509 | ||||||||||
| Total gross profit | 30,309 | 33,487 | 34,117 | 32,826 | 130,739 | ||||||||||
| Operating expenses | (8,716 | ) | (9,329 | ) | (10,071 | ) | (8,956 | ) | (37,072 | ) | |||||
| Operating Income | $ | 21,593 | $ | 24,158 | $ | 24,046 | $ | 23,870 | $ | 93,667 | |||||
| Motor fuel distribution sites (end of period): | |||||||||||||||
| Independent dealers | 656 | 637 | 623 | 663 | 663 | ||||||||||
| Lessee dealers | 642 | 645 | 641 | 619 | 619 | ||||||||||
| Total motor fuel distribution sites | 1,298 | 1,282 | 1,264 | 1,282 | 1,282 | ||||||||||
| Motor fuel distribution sites (average): | 1,302 | 1,289 | 1,273 | 1,274 | 1,286 | ||||||||||
| Volume of gallons distributed | 203,915 | 214,413 | 212,657 | 213,501 | 844,486 | ||||||||||
| Margin per gallon | $ | 0.079 | $ | 0.089 | $ | 0.092 | $ | 0.087 | $ | 0.087 |
2021
| Three Months Ended, | Year Ended<br>December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3/31/2021 | 6/30/2021 | 9/30/2021 | 12/31/2021 | 2021 | |||||||||||
| Gross profit: | |||||||||||||||
| Motor fuel gross profit | $ | 15,523 | $ | 18,529 | $ | 18,179 | $ | 17,990 | $ | 70,221 | |||||
| Rent gross profit | 12,493 | 12,973 | 13,264 | 12,006 | 50,736 | ||||||||||
| Other revenues | 1,134 | 729 | 795 | 1,063 | 3,721 | ||||||||||
| Total gross profit | 29,150 | 32,231 | 32,238 | 31,059 | 124,678 | ||||||||||
| Operating expenses | (9,755 | ) | (10,730 | ) | (8,479 | ) | (8,942 | ) | (37,906 | ) | |||||
| Operating Income | $ | 19,395 | $ | 21,501 | $ | 23,759 | $ | 22,117 | $ | 86,772 | |||||
| Motor fuel distribution sites (end of period): | |||||||||||||||
| Independent dealers | 683 | 675 | 676 | 666 | 666 | ||||||||||
| Lessee dealers | 648 | 651 | 643 | 637 | 637 | ||||||||||
| Total motor fuel distribution sites | 1,331 | 1,326 | 1,319 | 1,303 | 1,303 | ||||||||||
| Motor fuel distribution sites (average): | 1,338 | 1,328 | 1,325 | 1,309 | 1,325 | ||||||||||
| Volume of gallons distributed | 213,708 | 242,392 | 244,545 | 230,643 | 931,288 | ||||||||||
| Margin per gallon | $ | 0.073 | $ | 0.076 | $ | 0.074 | $ | 0.078 | $ | 0.075 |
Retail Segment
2022
| Three Months Ended, | Year Ended<br>December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3/31/2022 | 6/30/2022 | 9/30/2022 | 12/31/2022 | 2022 | |||||||||||
| Gross profit: | |||||||||||||||
| Motor fuel | $ | 26,304 | $ | 29,841 | $ | 54,476 | $ | 35,925 | $ | 146,546 | |||||
| Merchandise | 16,682 | 20,165 | 20,649 | 18,639 | 76,135 | ||||||||||
| Rent | 2,447 | 2,258 | 2,395 | 2,697 | 9,797 | ||||||||||
| Other revenue | 3,088 | 3,194 | 3,093 | 3,179 | 12,554 | ||||||||||
| Total gross profit | 48,521 | 55,458 | 80,613 | 60,440 | 245,032 | ||||||||||
| Operating expenses | (33,393 | ) | (32,887 | ) | (36,774 | ) | (34,582 | ) | (137,636 | ) | |||||
| Operating income | $ | 15,128 | $ | 22,571 | $ | 43,839 | $ | 25,858 | $ | 107,396 | |||||
| Retail sites (end of period): | |||||||||||||||
| Company operated retail sites | 255 | 253 | 252 | 255 | 255 | ||||||||||
| Commission agents | 201 | 199 | 198 | 200 | 200 | ||||||||||
| Total retail segment sites | 456 | 452 | 450 | 455 | 455 | ||||||||||
| Total retail segment statistics: | |||||||||||||||
| Volume of gallons sold | 116,040 | 128,815 | 126,669 | 125,110 | 496,634 | ||||||||||
| Average retail fuel sites | 454 | 454 | 451 | 451 | 452 | ||||||||||
| Margin per gallon, before deducting credit card fees and commissions | $ | 0.319 | $ | 0.340 | $ | 0.534 | $ | 0.383 | $ | 0.396 | |||||
| Company operated site statistics: | |||||||||||||||
| Average retail fuel sites | 254 | 254 | 253 | 253 | 253 | ||||||||||
| Same store fuel volume | 39,182 | 45,078 | 45,829 | 77,785 | 167,762 | ||||||||||
| Margin per gallon, before deducting credit card fees | $ | 0.327 | $ | 0.350 | $ | 0.596 | $ | 0.422 | $ | 0.426 | |||||
| Same store merchandise sales | $ | 34,447 | $ | 40,744 | $ | 42,044 | $ | 63,283 | $ | 150,408 | |||||
| Same store merchandise sales excluding cigarettes | $ | 23,081 | $ | 28,187 | $ | 29,167 | $ | 42,597 | $ | 103,914 | |||||
| Merchandise gross profit percentage | 26.8 | % | 27.3 | % | 27.1 | % | 27.5 | % | 27.2 | % | |||||
| Commission site statistics: | |||||||||||||||
| Average retail fuel sites | 200 | 200 | 198 | 198 | 199 | ||||||||||
| Margin per gallon, before deducting credit card fees and commissions | $ | 0.303 | $ | 0.320 | $ | 0.410 | $ | 0.310 | $ | 0.336 |
2021
| Three Months Ended, | Year Ended<br>December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 3/31/2021 | 6/30/2021 | 9/30/2021 | 12/31/2021 | 2021 | |||||||||||
| Gross profit: | |||||||||||||||
| Motor fuel | $ | 11,429 | $ | 16,725 | $ | 23,373 | $ | 27,791 | $ | 79,318 | |||||
| Merchandise | 10,364 | 11,969 | 15,543 | 17,241 | 55,117 | ||||||||||
| Rent | 2,066 | 1,858 | 2,266 | 2,491 | 8,681 | ||||||||||
| Other revenue | 1,859 | 2,311 | 2,310 | 2,679 | 9,159 | ||||||||||
| Total gross profit | 25,718 | 32,863 | 43,492 | 50,202 | 152,275 | ||||||||||
| Operating expenses | (19,648 | ) | (20,340 | ) | (26,069 | ) | (30,116 | ) | (96,173 | ) | |||||
| Operating income | $ | 6,070 | $ | 12,523 | $ | 17,423 | $ | 20,086 | $ | 56,102 | |||||
| Retail sites (end of period): | |||||||||||||||
| Company operated retail sites | 151 | 152 | 248 | 252 | 252 | ||||||||||
| Commission agents | 205 | 202 | 200 | 198 | 198 | ||||||||||
| Total retail segment sites | 356 | 354 | 448 | 450 | 450 | ||||||||||
| Total retail segment statistics: | |||||||||||||||
| Volume of gallons sold | 78,235 | 89,806 | 110,523 | 125,286 | 403,850 | ||||||||||
| Average retail fuel sites | 356 | 353 | 395 | 451 | 389 | ||||||||||
| Margin per gallon, before deducting credit card fees and commissions | $ | 0.224 | $ | 0.268 | $ | 0.295 | $ | 0.309 | $ | 0.280 | |||||
| Company operated site statistics: | |||||||||||||||
| Average retail fuel sites | 151 | 150 | 194 | 253 | 187 | ||||||||||
| Same store fuel volume | 37,499 | 44,340 | 49,478 | 79,388 | 170,082 | ||||||||||
| Margin per gallon, before deducting credit card fees | $ | 0.261 | $ | 0.299 | $ | 0.321 | $ | 0.328 | $ | 0.309 | |||||
| Same store merchandise sales | $ | 35,579 | $ | 42,017 | $ | 42,871 | $ | 62,763 | $ | 153,305 | |||||
| Same store merchandise sales excluding cigarettes | $ | 22,953 | $ | 27,952 | $ | 28,737 | $ | 40,258 | $ | 101,888 | |||||
| Merchandise gross profit percentage | 27.4 | % | 26.5 | % | 26.7 | % | 25.4 | % | 26.4 | % | |||||
| Commission site statistics: | |||||||||||||||
| Average retail fuel sites | 205 | 203 | 201 | 198 | 202 | ||||||||||
| Margin per gallon, before deducting credit card fees and commissions | $ | 0.190 | $ | 0.236 | $ | 0.255 | $ | 0.270 | $ | 0.238 |
About CrossAmerica Partners LP
CrossAmerica Partners LP is a leading wholesale distributor of motor fuels, convenience store operator, and owner and lessee of real estate used in the retail distribution of motor fuels. Its general partner, CrossAmerica GP LLC, is indirectly owned and controlled by entities affiliated with Joseph V. Topper, Jr., the founder of CrossAmerica Partners and a member of the board of the general partner since 2012. Formed in 2012, CrossAmerica Partners LP is a distributor of branded and unbranded petroleum for motor vehicles in the United States and distributes fuel to approximately 1,750 locations and owns or leases approximately 1,150 sites. With a geographic footprint covering 34 states, the Partnership has well-established relationships with several major oil brands, including ExxonMobil, BP, Shell, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66. CrossAmerica Partners LP ranks as one of ExxonMobil’s largest distributors by fuel volume in the United States and in the top 10 for additional brands. For additional information, please visit www.crossamericapartners.com.
Contact
Investor Relations: Randy Palmer, rpalmer@caplp.com or 210-742-8316
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this release that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements. The words “believe,” “expect,” “should,” “intends,” “estimates,” “target” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see CrossAmerica’s Form 10-K or Forms 10-Q filed with the Securities and Exchange Commission, and available on CrossAmerica’s website at www.crossamericapartners.com. The Partnership undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events or otherwise.
February 2023 Fourth Quarter 2022 Earnings Call Exhibit 99.2
Forward Looking 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,” “anticipates”, “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 annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the Securities and Exchange Commission and available on the Partnership’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 Charles Nifong, CEO & President
Fourth Quarter Operations Motor Fuel Gross Profit from the Wholesale Segment increased 4% $18.7 million in 4Q22 versus $18.0 million in 4Q21 Driven by fuel margin increase Overall Gross Profit for the Wholesale Segment increased 6% ($32.8 million for 4Q22 versus $31.1 million for 4Q21) Wholesale fuel margin increased 12%, while fuel volume declined 7% 8.7 cents in 4Q22 versus 7.8 cents in 4Q21 Benefited from better sourcing costs and market conditions Wholesale fuel volume distributed for 4Q22 was 213.5 million gallons compared to 230.6 million gallons in 4Q21 Volume declined primarily due to lower volume in base business and, to a lesser extent, the Partnership’s real estate optimization efforts Retail Segment’s Gross Profit increased $10.2 million or 20% year-over-year $60.4 million in 4Q22 versus $50.2 million in 4Q21 Increase driven by motor fuel (+29%) and merchandise (+8%) gross profit Fuel margin per gallon, before deducting for credit card fees and commissions, for the retail segment of 38.3 cents in 4Q22 compared to 30.9 cents per gallon in 4Q21 Retail fuel volume was relatively flat for 4Q22 when compared to 4Q21 (125.1 million gallons sold in 4Q22 versus 125.3 million gallons in 4Q21)
Full Year 2022 Operations Wholesale Segment – Gross Profit increase of 5% ($130.7 million for FY22 versus $124.7 million for FY21) Margin (cents per gallon) increased 16% year-over-year at 8.7 cents per gallon for FY22 compared to 7.5 cents per gallon for FY21 Motor fuel gross profit increased 5% ($73.4 million in FY22 versus $70.2 million in FY21) Fuel volume distributed declined approximately 9% primarily due to lower volume in our base business that included some loss of independent dealer contracts, which are generally lower margin, as well as our real estate optimization efforts Rent represented 39% of the Wholesale Segment gross profit Retail Segment – Gross Profit increase of 61% ($245.0 million in FY22 versus $152.3 million in FY21) Increase driven by motor fuel (+85%) and merchandise (+38%) gross profit Fuel margin per gallon, before deducting for credit card fees and commissions, for the retail segment of 39.6 cents in FY22 compared to 28.0 cents per gallon in FY21 Fuel volume (+23%) was positively impacted by the acquisition of assets from 7-Eleven that occurred in the second half of 2021 Operating 255 convenience stores at year end 200 commission agent sites at year end
Strategy & Objectives for 2023 Improving the customer experience for our company operated retail sites and for our dealer customers and their customers Growing revenue Growing or maintaining volume Focusing on a great experience Within our operations team, increasing our efficiency and effectiveness Strategically, positioning our portfolio for the future We will continue to focus on our real estate rationalization plan Maximizing the value of our sites for many years to come
CrossAmerica Financial Overview Maura Topper, Chief Financial Officer
4Q and Full Year Results Summary OPERATING RESULTS (in thousands, except for distributions per unit and coverage) Three Months ended Dec. 31, 2022 2021 % Change Full Year 2022 2021 % Change Net Income $17,090 $11,980 43% $63,696 $21,654 194% Adjusted EBITDA $44,276 $37,000 20% $179,794 $123,260 46% Distributable Cash Flow $33,324 $30,977 8% $140,852 $102,169 38% Weighted Avg. Diluted Units 38,086 37,913 0% 38,059 37,884 0% Distribution Paid per LP Unit $0.5250 $0.5250 0% $2.1000 $2.1000 0% Distributions Paid $19,913 $19,893 0% $79,625 $79,552 0% Distribution Coverage (Paid Basis) 1.67x 1.56x 7% 1.77x 1.28x 38% Note: See the reconciliation of 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.
Capital Strength Maintained Distribution Rate Capital Expenditures Fourth quarter 2022 capital expenditures of $3.6 million with $1.6 million of growth capex Growth capital projects during the quarter included continued investment in car wash upgrades and certain targeted store upgrade and rebranding work Total 2022 capital expenditures of $30.4 million with $23.2 million of growth capex Coverage and Leverage Goals Credit facilities (CAPL Credit Facility and JKM Credit Facility) Continue to manage debt levels and our coverage ratio Blended aggregate leverage ratio down from 5.1x at 12/31/21 to 3.9x at 12/31/22 Continued Cash Generation and Prudent Capital Allocation Paid down of $48 million on our credit facilities in 2022 Acquired the assets of Community Service Stations in November 2022
Appendix Fourth Quarter 2022 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, which includes certain impairment charges. Adjusted EBITDA represents EBITDA as further adjusted to exclude equity funded expenses related to incentive compensation and operating expenses payable to affiliates of the general partner, gains or losses on dispositions and lease terminations, certain acquisition related costs, such as legal and other professional fees and severance expenses associated with recently acquired companies, and certain other 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 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 our 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 our 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 our 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): Three Months Ended December 31, Year Ended December 31, 2022 2021 2022 2021 Net income (a) $ 17,090 $ 11,980 $ 63,696 $ 21,654 Interest expense 9,767 5,949 32,100 18,244 Income tax (benefit) expense (1,129 ) (1,561 ) 714 (3,225 ) Depreciation, amortization and accretion 19,102 21,120 80,625 77,852 EBITDA 44,830 37,488 177,135 114,525 Equity-based employee and director compensation expense 686 215 2,294 1,311 Gain on dispositions and lease terminations, net (1,763 ) (1,662 ) (1,143 ) (2,037 ) Acquisition-related costs (b) 523 959 1,508 9,461 Adjusted EBITDA 44,276 37,000 179,794 123,260 Cash interest expense (9,032 ) (5,269 ) (29,312 ) (16,382 ) Sustaining capital expenditures (c) (1,973 ) (754 ) (7,164 ) (4,161 ) Current income tax benefit (expense) 53 — (2,466 ) (548 ) Distributable Cash Flow $ 33,324 $ 30,977 $ 140,852 $ 102,169 Distributions paid $ 19,913 $ 19,893 $ 79,625 $ 79,552 Distribution Coverage Ratio (d) 1.67x 1.56x 1.77x 1.28x (a) Beginning in the second quarter of 2022, CrossAmerica reconciled Adjusted EBITDA to Net Income rather than to Net income available to limited partners. The difference between Net income and Net income available to limited partners is that, beginning in the second quarter of 2022, the accretion of preferred membership interests issued in late March 2022 is a deduction from Net income in computing Net income available to limited partners. Because Adjusted EBITDA is used to assess our financial performance, without regard to capital structure, CrossAmerica believes Adjusted EBITDA should be reconciled with Net Income, so that the calculation isn’t impacted by the accretion of preferred membership interests. This approach is comparable to the reconciliation of Adjusted EBITDA to Net income available to limited partners in past periods, as the Partnership has not recorded accretion of preferred membership interests in past periods. (b) Relates to certain discrete acquisition-related costs, such as legal and other professional fees, separation benefit costs and certain purchase accounting adjustments associated with recently acquired businesses. (c) Under the Partnership Agreement, sustaining capital expenditures are capital expenditures made to maintain CrossAmerica's long-term operating income or operating capacity. Examples of sustaining capital expenditures are those made to maintain existing contract volumes, including payments to renew existing distribution contracts, or to maintain the 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) In 2022, CrossAmerica updated its calculation of its Distribution Coverage Ratio to divide Distributable Cash Flow by distributions paid, whereas in prior periods, the Distribution Coverage Ratio was calculated as Distributable Cash Flow divided by the weighted-average diluted common units and then CrossAmerica divided that result by distributions paid per limited partner unit.