CrossAmerica Partners LP
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
View on SEC.govAbout 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.
Jun 30, 2025 · Filed Aug 7, 2025
CAPL$19.77+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-08.
0000950170-25-066051
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104308
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 158 previous paragraphs and 186 current paragraphs.
128 unchanged; 22 reworded; 30 added; 8 removed; 0 previous and 6 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (30)
Current report
Operating revenues decreased $171 million (15%) and operating income increased $13 million (47%). Significant items impacting these results were:
Current report
Revenues from fuel sales decreased $171 million (17%) due primarily to a 13% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 21% to $64.57 per barrel for the second quarter of 2025, compared to $81.81 per barrel for the second quarter of 2024. In addition, volume decreased 4% due to the net loss of independent dealer contracts and a reduction in volume in our base business.
Current report
Gross profit decreased $3.8 million (4%) due primarily driven by a decrease in aggregate motor fuel gross profit and rent gross profit in our wholesale segment. See “Results of Operations—Segment Results” for additional gross profit analyses.
Current report
General and administrative expenses decreased $1.3 million (17%) primarily driven by lower acquisition-related costs, legal fees, and equity compensation expense.
Current report
Interest expense decreased $1.6 million (12%) due to a lower average SOFR rate along with a lower average outstanding debt balance resulting from applying the proceeds from site sales to our Credit Facility.
Current report
Income tax expense
Current report
We recorded income tax expense of $0.7 million and $1.7 million for the three months ended June 30, 2025 and 2024, respectively, driven by income generated by our taxable subsidiaries.
Current report
Operating revenues
Current report
Revenues from fuel sales decreased $262 million (14%) due primarily to a 10% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 15% to $68.12 per barrel for the first half of 2025, compared to $79.69 per barrel for the first half of 2024. In addition, volume decreased 5% due to the net loss of independent dealer contracts and a reduction in volume in our base business. The decrease in fuel sales was partially offset by a $16 million (9%) increase in merchandise revenues driven by an increase in our average company operated site count due to the conversion of certain lessee dealer sites to company operated sites.
Current report
Cost of sales
Current report
General and administrative expenses
Current report
Depreciation, amortization and accretion expense
Current report
During the six months ended June 30, 2025, we recorded $35.2 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $1.8 million of net losses on lease terminations and asset disposals.
Current report
Interest expense
Current report
Our merchandise gross profit increased $0.7 million (2%) due primarily to the transition of certain merchandise products from a scan-based trading model (whereby a third party owns the inventory and we record a commission in other revenues) to a gross profit model (whereby we own the inventory and record merchandise sales and cost of sales). In addition, merchandise gross profit increased due to the net impact of an increase in the average company operated site count due to the conversion of certain lessee dealer sites to company operated sites and an increase in sales in our base business, partially offset by the sale of certain company operated sites.
Current report
Other revenues decreased $0.6 million (12%) primarily due to the transition of certain merchandise products from a scan-based trading model to a gross profit model as further described above.
Current report
Operating expenses increased $2.2 million (5%) driven by a 5% increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by the sale of certain company operated and commission agent sites in connection with our real estate rationalization effort.
Current report
Gross profit increased $8.3 million (6%) and operating income decreased $2.5 million (6%). These results were impacted by:
Current report
Our merchandise gross profit increased $4.1 million (8%), driven by an increase in the average company operated site count due to the conversion of certain lessee dealer sites to company operated sites, partially offset by the sale of certain company operated sites in connection with our real estate rationalization effort. A portion of the increase was also driven by the transition of certain merchandise products from a scan-based trading model (whereby a third party owns the inventory and we record a commission in other revenues) to a gross profit model (whereby we own the inventory and record merchandise sales and cost of sales).
Current report
Other revenues decreased $0.8 million (8%) due to primarily the transition of certain merchandise products from a scan-based trading model to a gross profit model as further described above.
Current report
Operating expenses increased $10.8 million (12%) driven by a 10% increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by the sale of certain company operated and commission agent sites in connection with our real estate rationalization effort.
Current report
Gross profit decreased $3.3 million (12%) and operating income decreased $3.2 million (15%). These results were impacted by:
Current report
Gross profit decreased $3.6 million (6%) and operating income decreased $1.8 million (5%). These results were impacted by:
Current report
Motor fuel gross profit
Current report
The $0.3 million (1%) decrease in motor fuel gross profit was primarily due to a 9% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites, the net loss of independent dealer contracts and a decrease in volume in our base business. These decreases were partially offset by the sale of certain company operated and commission agent sites but with continued fuel supply, thereby converting the site to an independent dealer site and for which the volume is included in the wholesale segment. In addition, our average fuel margin per gallon increased 9% as compared to the same period of 2024, driven by better sourcing costs, partially offset by lower prompt payment discounts associated with lower crude oil prices.
Current report
Rent gross profit
Current report
Rent gross profit decreased $3.8 million (18%), primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Current report
Operating expenses decreased $1.8 million (11%), primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort, as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Current report
(d)
Current report
Excludes current income tax expense incurred on the sale of sites.
Removed paragraphs (8)
Previous report
An $87 million (19%) decrease in our wholesale segment revenues primarily attributable to an 11% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites as well as the net loss of independent dealer contracts. In addition, our average wholesale selling price decreased 8% due primarily to changes in crude oil prices during the course of the quarter compared to last year.
Previous report
Our retail segment revenues increased $8 million (2%) for the first quarter of 2025 as compared to the first quarter of 2024, primarily attributable to a $13 million (17%) increase in merchandise revenues driven by an increase in our average company operated site count due to the conversion of certain lessee dealer sites to company operated sites. Retail fuel sales decreased $5 million (1%) due to a 5% decrease in the average retail fuel selling price due to the decrease in wholesale motor fuel prices as noted above. This decrease was partially offset by a 4% increase in volume due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a decrease in volume in our base business.
Previous report
Gross profit
Previous report
Gross profit increased $8.8 million (16%) and operating income increased $0.2 million (2%). These results were impacted by:
Previous report
Gross profit
Previous report
Our merchandise gross profit increased $3.5 million (16%), driven by an increase in the average company operated site count due to the conversion of certain lessee dealer sites to company operated sites.
Previous report
Operating expenses increased $8.6 million (20%) driven by a 17% increase in the average company operated site count due to the conversion of certain lessee dealer sites to company operated sites.
Previous report
Operating expenses decreased $1.7 million (19%), primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites as well as the real estate rationalization effort.
Reworded paragraphs (22)
Previous wording
Depreciation, amortization and accretion expense increased $7.6 million (41%) primarily due to an $8.5 million increase in impairment charges in comparison to prior year, partially offset by the impact of assets becoming fully depreciated.
Current wording
Depreciation, amortization and accretion expense increased $4.9 million (26%) primarily due to a $6.0 million increase in impairment charges, partially offset by the impact of assets becoming fully depreciated.
Previous wording
During the three months ended March 31, 2025, we recorded $5.6 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $0.6 million of net losses on lease terminations and asset disposals.
Current wording
During the three months ended June 30, 2025, we recorded $29.7 million in net gains in connection with our ongoing real estate rationalization effort, partially offset by $1.3 million of net losses on lease terminations and asset disposals.
Previous wording
Operating revenues decreased $79 million (8%) and operating income increased $15 million. Significant items impacting these results were:
Current wording
Operating revenues decreased $251 million (12%) and operating income increased $28 million. Significant items impacting these results were:
Previous wording
Cost of sales decreased $88 million (10%), due primarily to lower wholesale volume and lower cost per gallon, partially offset by the increase in merchandise cost of sales driven by the same drivers as discussed above.
Current wording
Cost of sales decreased $255 million (14%), due primarily to a lower cost per gallon and lower volume, partially offset by an increase in merchandise cost of sales driven by the same drivers as discussed above.
Previous wording
Gross profit increased $8 million (10%), which was primarily driven by an increase in merchandise and motor fuel gross profit within our retail segment, partially offset by a decrease in rent gross profit within our wholesale segment. See “Results of Operations—Segment Results” for additional gross profit analyses.
Current wording
Gross profit increased $4.7 million (3%), which was primarily driven by an increase in motor fuel and merchandise gross profit in our retail segment, partially offset by a decrease in rent gross profit in our wholesale segment. See “Results of Operations—Segment Results” for additional gross profit analyses.
Previous wording
General and administrative expenses increased $0.8 million (12%) primarily driven by higher management fees and equity compensation expense, partially offset by lower acquisition-related costs.
Current wording
General and administrative expenses decreased $0.5 million (3%) primarily driven by lower acquisition-related costs and legal fees, partially offset by higher management fees and equity incentive compensation expense.
Previous wording
During the three months ended March 31, 2024, we recorded a $15.9 million loss on lease termination with Applegreen, including a $1.4 million non-cash write-off of deferred rent income. In addition, we recorded $0.9 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income.
Current wording
During the six months ended June 30, 2024, we recorded a $16.0 million loss on lease termination with Applegreen, including a $1.5 million non-cash write-off of deferred rent income (see Note 2 to the financial statements for additional information). In addition, we recorded $1.7 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income. We recorded a $6.5 million net gain in connection with our ongoing real estate rationalization effort.
Previous wording
Interest expense increased $2.3 million (22%) due to the maturity of three of our most favorable interest rate swap contracts on April 1, 2024.
Current wording
Interest expense increased $0.7 million (3%) due to the maturity of three of our most favorable interest rate swap contracts on April 1, 2024, partially offset by the impact of a lower average SOFR rate.
Previous wording
We recorded an income tax benefit of $3.6 million and $5.8 million for the three months ended March 31, 2025 and 2024, respectively, driven by losses incurred by our taxable subsidiaries.
Current wording
We recorded an income tax benefit of $2.9 million and $4.1 million for the six months ended June 30, 2025 and 2024, respectively, driven by losses incurred by our taxable subsidiaries.
Previous wording
The increase in the company operated site count was primarily attributable to the conversion of certain lessee dealer sites to company operated sites.
Current wording
The decrease in the company operated site count was primarily attributable to the sale of certain company operated sites in connection with our real estate rationalization effort, partially offset by the conversion of certain lessee dealer sites to company operated sites.
Previous wording
Gross profit decreased $0.3 million (1%) and operating income increased $1.4 million (8%). These results were impacted by:
Current wording
Gross profit decreased $0.5 million (1%) and operating income decreased $2.7 million (10%). These results were impacted by:
Previous wording
Our motor fuel gross profit increased $5.1 million (20%), attributable to a 10% increase in our margin per gallon for the three months ended March 31, 2025 as compared to the same period in 2024, driven by movements in crude oil prices within the two periods. In addition, volume increased 4% due primarily to an increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a decrease in volume in our base business.
Current wording
Our motor fuel gross profit increased $4.6 million (7%), attributable to a 4% increase in our margin per gallon for the six months ended June 30, 2025 as compared to the same period in 2024, driven by movements in crude oil prices within the two periods. In addition, volume increased 1% due primarily to an increase in the average retail site count due to the conversion of certain lessee dealer sites to company operated and commission agent sites, partially offset by a decrease in volume in our base business as well as the sale of certain company operated and commission agent sites in connection with our real estate rationalization effort.
Previous wording
The decrease in the independent dealer site count was primarily attributable to the net loss of contracts, partially offset by divestitures of certain lessee dealer and commission agent sites but with continued fuel supply.
Current wording
The increase in the independent dealer site count was primarily attributable to the sale of certain lessee dealer and commission agent sites but with continued fuel supply, partially offset by the net loss of independent dealer contracts.
Previous wording
The decrease in the lessee dealer site count was primarily attributable to the conversion of certain lessee dealer sites to company operated and commission agent sites, including through the Applegreen Acquisition, and our real estate rationalization effort.
Current wording
The decrease in the lessee dealer site count was primarily attributable to the sale of certain lessee dealer sites in connection with our real estate rationalization effort (generally with continued fuel supply, thereby converting the site to an independent dealer site) as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Previous wording
The $1.2 million increase (8%) in motor fuel gross profit was primarily due to a 22% increase in our average fuel margin per gallon as compared to the same period of 2024, driven by movement in crude oil prices as well as better sourcing costs, partially offset by an 11% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites and the net loss of independent dealer contracts.
Current wording
The $1.5 million (9%) decrease in motor fuel gross profit was primarily due to a 7% decrease in volume driven by the conversion of certain lessee dealer sites to company operated and commission agent sites, the net loss of independent dealer contracts and a decrease in volume in our base business. These decreases were partially offset by the sale of certain company operated and commission agent sites but with continued fuel supply, thereby converting the site to an independent dealer site and for which the volume is included in the wholesale segment. In addition, our average fuel margin per gallon decreased 2% as compared to the same period of 2024, driven by lower prompt payment discounts associated with lower crude oil prices, partially offset by better sourcing costs.
Previous wording
Rent gross profit decreased $1.7 million (15%) for the first quarter of 2025 compared to the same period of 2024, primarily due to the conversion of certain lessee dealer sites to company operated and commission agent sites as well as the sale of certain lessee dealer sites in connection with our real estate rationalization effort.
Current wording
Rent gross profit decreased $2.1 million (20%) for the second quarter of 2025 compared to the same period of 2024, primarily due to the sale of certain lessee dealer sites in connection with our real estate rationalization effort as well as the conversion of certain lessee dealer sites to company operated and commission agent sites.
Previous wording
Net cash provided by operating activities increased $9 million for the three months ended March 31, 2025 compared to the same period in 2024. This increase was primarily due to a $10 million net generation of cash flow from changes in working capital, stemming from timing of settlement of rebates owed by our fuel suppliers and improved inventory management, partially offset by higher interest expense driven by the maturity of three of our most favorable interest rate swap contracts on April 1, 2024.
Current wording
Net cash provided by operating activities increased $3 million for the six months ended June 30, 2025 compared to the same period in 2024. This increase was primarily due to a $9 million net generation of cash flow from changes in working capital, stemming from timing of settlement of rebates owed by our fuel suppliers and improved inventory management, partially offset by higher interest expense driven by the maturity of three of our most favorable interest rate swap contracts on April 1, 2024.
Previous wording
We incurred capital expenditures of $10 million and $6 million for the three months ended March 31, 2025 and 2024, respectively. We received $9 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the three months ended March 31, 2025. We paid $20 million to Applegreen related to lease terminations and inventory purchases during the three months ended March 31, 2024.
Current wording
We incurred capital expenditures of $22 million and $11 million for the six months ended June 30, 2025 and 2024, respectively. We received $73 million and $11 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the six months ended June 30, 2025 and 2024, respectively. We paid $26 million to Applegreen related to lease terminations and inventory purchases during the six months ended June 30, 2024.
Previous wording
We paid $20 million in distributions for each of the three months ended March 31, 2025 and 2024. For the three months ended March 31, 2025 and 2024, we made total net borrowings on our credit facilities of $11 million and $42 million, respectively.
Current wording
We paid $40 million in distributions for each of the six months ended June 30, 2025 and 2024. For the six months ended June 30, 2025 and 2024, we made total net (repayments) borrowings on our Credit Facility of $(41) million and $34 million, respectively.
Previous wording
The amount of availability under our Credit Facility at May 2, 2025, after taking into consideration debt covenant restrictions, was $87.2 million.
Current wording
The amount of availability under our Credit Facility at August 1, 2025, after taking into consideration debt covenant restrictions, was $200.7 million.
Previous wording
A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of anticipated proceeds from sales of sites.
Current wording
A significant portion of our growth capital expenditures are discretionary and we regularly review our capital plans in light of anticipated proceeds from sales of sites. The increase in growth capital expenditures for the first half of 2025 as compared to the same period of the prior year was primarily driven by investments in our company operated sites and included targeted material renovations as well as projects to increase food offerings.
Previous wording
As part of our evaluation of the highest and best use class of trade for each of our properties, we anticipate continuing to divest certain assets, often lower performing properties. These sales are likely to continue to generate gains or impairment charges depending on the site, and may result in reductions in gross profit in the wholesale and retail segments. For many of these divestitures, we anticipate continuing to supply the sites with fuel through long-term supply contracts.
Current wording
As part of our evaluation of the highest and best use class of trade for each of our properties, we anticipate continuing to divest certain assets, often lower performing properties. These sales are likely to continue to generate gains or impairment charges depending on the site, and may result in reductions in gross profit in the wholesale and retail segments. For many of these divestitures, we anticipate continuing to supply the sites with fuel through long-term supply contracts. Further, due to using the proceeds of these sales to pay down borrowings on our Credit Facility, we anticipate a decrease in our interest expense.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Cost of sales decreased $168 million (16%) due primarily to a lower cost per gallon and lower volume driven by the same drivers as discussed above.
Current report — wording carried from elsewhere
During the three months ended June 30, 2024, we recorded a $6.5 million net gain in connection with our ongoing real estate rationalization effort, partially offset by $0.9 million of net losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income.
Current report — wording carried from elsewhere
See “Results of Operations—Segment Results” for analyses.
Current report — wording carried from elsewhere
Depreciation, amortization and accretion expense increased $12.5 million (34%) primarily due to a $14.4 million increase in impairment charges, partially offset by the impact of assets becoming fully depreciated.
Current report — wording carried from elsewhere
Gain (loss) on dispositions and lease terminations, net
Current report — wording carried from elsewhere
Our motor fuel gross profit decreased $0.5 million (1%), attributable to a 1% decrease in our margin per gallon for the three months ended June 30, 2025 as compared to the same period in 2024, driven by movements in crude oil prices within the two periods. In addition, volume decreased 1% due to the net impact of the sale of certain company operated and commission agent sites and a decrease in volume in our base business, partially offset by the conversion of certain lessee dealer sites to company operated and commission agent sites.