CrossAmerica Partners LP

Previous wording

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. For approximately 55% of gallons sold, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of motor fuel. The remaining gallons are either retail sales or wholesale DTW contracts that provide for variable, market-based pricing.

Current wording

The prices paid to our motor fuel suppliers for wholesale motor fuel (which affects our cost of sales) are highly correlated to the price of crude oil. The crude oil commodity markets are highly volatile, and the market prices of crude oil, and, correspondingly, the market prices of wholesale motor fuel, experience significant and rapid fluctuations. For approximately 54% of gallons sold, we receive a per gallon rate equal to the posted rack price, less any applicable discounts, plus transportation costs, taxes and a fixed rate per gallon of motor fuel. The remaining gallons are either retail sales or wholesale DTW contracts that provide for variable, market-based pricing.

Previous wording

Operating revenues decreased $251 million (12%) and operating income increased $28 million. Significant items impacting these results were:

Current wording

Operating revenues decreased $107 million (10%) and operating income increased $1 million (4%). Significant items impacting these results were:

Previous wording

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 wording

Revenues from fuel sales decreased $107 million (11%) due primarily to a 7% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 14% to $65.78 per barrel for the third quarter of 2025, compared to $76.43 per barrel for the third quarter 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.

Previous wording

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 wording

Cost of sales decreased $101 million (10%) due primarily to a lower cost per gallon and lower volume driven by the same drivers as discussed above.

Previous wording

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 wording

Gross profit decreased $6.5 million (6%) due primarily to a decrease in aggregate motor fuel gross profit as well as a decrease in rent gross profit in our wholesale segment, partially offset by an increase in merchandise gross profit in our retail segment. See “Results of Operations—Segment Results” for additional gross profit analyses.

Previous wording

General and administrative expenses decreased $1.3 million (17%) primarily driven by lower acquisition-related costs, legal fees, and equity compensation expense.

Current wording

General and administrative expenses decreased $0.8 million (11%) primarily driven by lower legal fees and equity compensation expense.

Previous wording

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 wording

Depreciation, amortization and accretion expense decreased $0.7 million (3%) primarily due to the impact of assets becoming fully depreciated, partially offset by an increase in impairment charges.

Previous wording

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 wording

Interest expense decreased $2.4 million (17%) 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.

Previous wording

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 wording

We recorded income tax expense of $2.9 million and $2.4 million for the three months ended September 30, 2025 and 2024, respectively, driven by income generated by our taxable subsidiaries.

Previous wording

Operating revenues decreased $171 million (15%) and operating income increased $13 million (47%). Significant items impacting these results were:

Current wording

Operating revenues decreased $358 million (11%) and operating income increased $29 million (70%). Significant items impacting these results were:

Previous wording

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 wording

Revenues from fuel sales decreased $368 million (13%) due primarily to a 9% decrease in our consolidated average fuel selling price. The average spot price of WTI crude oil decreased 14% to $67.31 per barrel for the first nine months of 2025, compared to $78.58 per barrel for the same period 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 $17 million (6%) increase in merchandise revenues driven by an increase in sales in our base business as well as an increase in our 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.

Previous 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.

Current wording

Cost of sales decreased $356 million (12%), 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 $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.

Current wording

Gross profit decreased $1.8 million (1%), which was primarily due to a decrease in aggregate motor fuel gross profit as well as a decrease in rent gross profit in our wholesale segment, partially offset by an increase in merchandise gross profit in our retail segment . See “Results of Operations—Segment Results” for additional gross profit analyses.

Previous 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.

Current wording

General and administrative expenses decreased $1.3 million (6%) primarily driven by lower acquisition-related costs and legal fees, partially offset by higher management fees.

Previous 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.

Current wording

Depreciation, amortization and accretion expense increased $12 million (20%) primarily due to a $15.5 million increase in impairment charges, partially offset by the impact of assets becoming fully depreciated.

Previous 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.

Current wording

During the nine months ended September 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 $2.3 million of other losses on lease terminations and asset disposals, including non-cash write-offs of deferred rent income. We recorded an $11.8 million net gain in connection with our ongoing real estate rationalization effort.

Previous 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.

Current wording

Interest expense decreased $1.7 million (4%) 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, partially offset by the maturity of three of our most favorable interest rate swap contracts on April 1, 2024.

Previous 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.

Current wording

We recorded income tax expense (benefit) of $3.2 million and $(1.7) million for the nine months ended September 30, 2025 and 2024, respectively, driven by income generated (losses incurred) by our taxable subsidiaries.

Previous wording

Gross profit decreased $3.6 million (6%) and operating income decreased $1.8 million (5%). These results were impacted by:

Current wording

Gross profit decreased $3.6 million (4%) and operating income decreased $2.0 million (6%). These results were impacted by:

Previous wording

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.

Current wording

Our motor fuel gross profit decreased $5.0 million (11%), attributable to a 6% decrease in our margin per gallon for the three months ended September 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 4% 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.

Previous wording

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 wording

Our merchandise gross profit increased $1.5 million (5%) due primarily to an increase in sales in our base business as well as an increase in our merchandise gross profit percentage. This increase is also partially due 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). Our merchandise gross profit increased despite a 4% decrease in our average company operated site count due to the sale of certain company operated sites in connection with our real estate optimization effort, partially offset by the conversion of certain lessee dealer sites to company operated sites.

Previous wording

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 wording

Other revenues decreased $0.1 million (3%) primarily due to the transition of certain merchandise products from a scan-based trading model to a gross profit model as further described above.

Previous wording

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 wording

Our merchandise gross profit increased $5.6 million (7%), driven by a 4% 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. We also benefited from an increase in sales in our base business as well as an increase in our merchandise gross profit percentage. Lastly, 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).

Previous wording

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 wording

Other revenues decreased $0.9 million (6%) due to primarily the transition of certain merchandise products from a scan-based trading model to a gross profit model as further described above.

Previous 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.

Current wording

The increase in the independent dealer site count was primarily attributable to the sale of certain lessee dealer, company operated and commission agent sites but with continued fuel supply, partially offset by the net loss of independent dealer contracts.

Previous 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.

Current wording

The $1.2 million (7%) decrease in motor fuel gross profit was primarily due to a 5% 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 $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 wording

Rent gross profit decreased $1.7 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.

Previous wording

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 wording

The $1.5 million (3%) decrease in motor fuel gross profit was primarily due to an 8% 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 5% 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.

Previous 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.

Current wording

Net cash provided by operating activities decreased $15 million for the nine months ended September 30, 2025 compared to the same period in 2024, primarily attributable to a $7 million net usage of cash flow from changes in working capital, stemming primarily from timing of settlement with our suppliers as well as settlement of rebates owed by our fuel suppliers in addition to weaker results in 2025 compared to 2024.

Previous 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.

Current wording

We incurred capital expenditures of $29 million and $19 million for the nine months ended September 30, 2025 and 2024, respectively. We received $95 million and $18 million in proceeds primarily from the sale of sites in connection with our real estate rationalization effort for the nine months ended September 30, 2025 and 2024, respectively. We paid $26 million to Applegreen related to lease terminations and inventory purchases during the nine months ended September 30, 2024.

Previous 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.

Current wording

We paid $60 million in distributions for each of the nine months ended September 30, 2025 and 2024. For the nine months ended September 30, 2025 and 2024, we made total net (repayments) borrowings on our Credit Facility of $(62) million and $16 million, respectively.

Previous wording

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at June 30, 2025 was 6.1% (our applicable margin was 2.25% as of June 30, 2025). Letters of credit outstanding at June 30, 2025 totaled $4.4 million.

Current wording

Taking the interest rate swap contracts into account, the effective interest rate on our Credit Facility at September 30, 2025 was 5.8% (our applicable margin was 2.00% as of September 30, 2025). Letters of credit outstanding at September 30, 2025 totaled $4.4 million.

Previous wording

The amount of availability under our Credit Facility at August 1, 2025, after taking into consideration debt covenant restrictions, was $200.7 million.

Current wording

The amount of availability under our Credit Facility at October 31, 2025, after taking into consideration debt covenant restrictions, was $232.6 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. 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.

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 nine months ended September 30, 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

We continue to consider the highest and best use class of trade for each of our properties, which may result in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit for the wholesale and retail segments. The Applegreen Acquisition as well as other conversions of lessee dealer sites to company operated and commission agent sites are anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.

Current wording

We continue to consider the highest and best use class of trade for each of our properties, which may result in the conversion of sites from one class of trade to another and ultimately increases or decreases in the gross profit and operating income for the wholesale and retail segments. The Applegreen Acquisition as well as other conversions of lessee dealer sites to company operated and commission agent sites are anticipated to increase gross profit and operating expenses in the retail segment and reduce gross profit in the wholesale segment.

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. 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.

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 and operating income 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.