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CrossAmerica Partners LP

For the period ended Mar 31, 2024. Filed May 9, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 9, 2024

CAPL$19.77+0.3%Stored close · as of Nov 6, 2026
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Commonly Used Defined Terms

The following is a list of certain acronyms and terms generally used in the industry and throughout this document:
CrossAmerica Partners LP and subsidiaries:
CrossAmericaCrossAmerica Partners LP, the Partnership, CAPL, we, us, our
HoldingsCAPL JKM Holdings LLC, an indirect wholly-owned subsidiary of CrossAmerica and sole member of CAPL JKM Partners
CAPL JKM PartnersCAPL JKM Partners LLC, a wholly-owned subsidiary of Holdings
Joe’s Kwik MartsJoe’s Kwik Marts LLC, a wholly-owned subsidiary of CAPL JKM Partners
LGWSLehigh Gas Wholesale Services, Inc., an indirect wholly-owned subsidiary of CrossAmerica
CrossAmerica Partners LP related parties:
DMIDunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with the Topper Group
General PartnerCrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by the Topper Group.
Topper GroupJoseph 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.
TopStarTopStar Inc., an entity affiliated with a family member of Joseph V. Topper, Jr. TopStar is an operator of convenience stores that leases sites and purchases fuel from us.
Other Defined Terms:
AOCIAccumulated other comprehensive income
ASUAccounting Standards Update
BoardBoard of Directors of our General Partner
Bonus PlanThe Performance-Based Bonus Compensation Policy is one of the key components of “at-risk” compensation. The Bonus Plan is utilized to reward short-term performance achievements and to motivate and reward employees for their contributions toward meeting financial and strategic goals.
CAPL Credit FacilityCredit Agreement, dated as of April 1, 2019, as amended by the First Amendment to Credit Agreement, dated as of November 19, 2019, and by the Second Amendment to Credit Agreement, dated as of July 28, 2021, and by the Third Amendment to Credit Agreement, dated as of November 9, 2022, and as amended and restated by the Amendment and Restatement Agreement, dated as of March 31, 2023, as amended by the First Amendment to Amendment and Restatement Agreement, dated as of February 20, 2024, among the Partnership and Lehigh Gas Wholesale Services, Inc., as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto and Citizens Bank, N.A., as administrative agent.
DTWDealer 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
EBITDAEarnings before interest, taxes, depreciation, amortization and accretion, a non-GAAP financial measure
Exchange ActSecurities Exchange Act of 1934, as amended
Internal Revenue CodeInternal Revenue Code of 1986, as amended

i

IPOInitial public offering of CrossAmerica Partners LP on October 30, 2012
JKM Credit FacilityCredit Agreement, dated as of July 16, 2021, as amended on July 29, 2021 among CAPL JKM Partners, Holdings and Manufacturers and Traders Trust Company, as administrative agent, swingline lender and issuing bank. The Term Loan Facility was paid off and the JKM Credit Facility was terminated on March 31, 2023.
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
Omnibus AgreementThe 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 AgreementSecond Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of February 6, 2020
Predecessor EntityWholesale distribution contracts and real property and leasehold interests contributed to the Partnership in connection with the IPO
SOFRSecured Overnight Financing Rate
Term Loan Facility$185 million delayed draw term loan facility provided under the JKM Credit Facility, which was paid off and terminated March 31, 2023
U.S. GAAPU.S. Generally Accepted Accounting Principles
WTIWest Texas Intermediate crude oil

ii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.