CrossAmerica Partners LP

Good morning, ladies and gentlemen, and welcome to the Cross America Partners Third Party 2024 Earnings Conference Call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question and answer session. If at any time during this call you require immediate assistance, please press star 0 for the operator. This call is being recorded on Thursday, November 7, 2024. I would now like to turn the conference over to Maura Topper, CFO.

Please go ahead. Thank you, operator. Good morning. Thank you, operator.

Thank you, operator. Good morning, and thank you for joining the Cross America Partners Third Quarter 2024 Earnings Call. With me today is Charles Niefang, CEO and president. We'll start off the call today with Charles providing some opening comments and an overview of Cross America's operational performance for the quarter, and then I will discuss the financial results. We will then open up the call to questions. Today's call will follow presentation slides that are available as part of the webcast and are posted on the Cross America website. Before we begin, I would like to remind everyone that today's call, including the question and answer session, may include forward-looking statements regarding expected revenue, future plans, future operational metrics, and opportunities and expectations of the organization. There can be no assurance that management's expectations, beliefs, and projections will be achieved or that actual results will not differ from expectations. Please see Cross America's filings with the Securities and Exchange Commission, including annual reports on Form 10K and quarterly reports on Form 10Q for a discussion of important factors that could affect our actual results. Forward-looking statements represent the judgment of Cross America's management as of today's date, and the organization disclaims any intent or obligation to update any forward-looking statements. During today's call, we may also provide certain performance measures that do not conform to U.S. Generally Accepted Accounting Principles, or GAP. We have provided schedules that reconcile these non-GAP measures with our reported results on a GAP basis as part of our earnings press release. Today's call is being webcast, and a recording of this conference call will be available on the Cross America website for a period of 60 days. With that, I will now turn the call over to Charles.

Thank you, Maura. Maura and I appreciate everyone joining us this morning.

We thank you for listening in today and for your interest in the partnership. During today's call, I will go through some of the operating highlights for the third quarter, 2024. I will also provide commentary on the market and a few other updates, as I have done on our prior calls. Maura will then review in more

detail our financial results. Now, if you turn to slide four, I will briefly review some of our operating results. For

our retail segment, we realized a 24% increase in gross profit and a 19% increase in our operating income for the third quarter compared to the prior year, driven by our success in converting sites from the wholesale segment to the retail segment and strong same store gallons and store sales performance. We managed this achievement despite an industry environment that remained soft with decreased fuel demand and weak demand in certain store categories. Considering the industry environment backdrop, our performance for the third quarter was good, with our retail segment benefiting from strong fuel margins and outperforming the overall market in gallons and inside store sales. Our motor fuel gross profit increased 26% and our merchandise gross profit increased 20% for the quarter when compared to the same period in 2023. On the fuel margin front, our retail fuel margin on a $0.37 per gallon basis increased 9% year over year as our fuel margin was $0.40 per gallon in the third quarter of 2024 compared to .37.2 per gallon in the third quarter of 2023. The retail fuel margin for the third quarter of 2024 was the highest fuel margin for a quarter for the year, well above the .37.3 per gallon and .30.8 per gallon for the second and first quarters respectively. Our fuel margin for the quarter benefited from a generally declining crude oil price trend during most of the quarter, which, as we have discussed on prior calls, tends to benefit retail fuel margins due to the slower adjustment of retail fuel street pricing to such market conditions. For volume on a same store basis, our overall retail volume was flat for the quarter year over year. Based on national demand data available to us, national gasoline demand was down approximately 5% for the quarter. So on a relative basis, our same store retail volume outperformed. In particular, our company-operated stores performed very well during the quarter, growing same store volume by approximately 2% for the quarter year over year, primarily due to strong performance in our Northeast locations, particularly in New York, which benefited from strong volume at our New York throughway sites. We successfully achieved our strong volume performance without sacrificing fuel margin, as evident in the strong fuel margin results for the quarter. In the period since the quarter end, retail same store volume, company-operated and commission, has been strongly up over the prior year. This is in contrast to overall national demand, which has been down roughly 4% in the period since the quarter end. In the same period, retail fuel margins have been generally good, although at a slightly lower level than the overall results from the third quarter, in part due to the rise in oil prices during the first weeks of October. For inside sales on a same store basis, our inside sales were down 1% compared to the prior year for the third quarter. Inside sales, excluding cigarettes, were flat year by year on a same store basis for the quarter. As with fuel demand, based on national demand data available to us, national demand for inside store sales was weak for the quarter, with both overall sales and unit count numbers down compared to the prior year. So again, on a relative basis, our retail segment inside sales outperformed the industry for the quarter. Across America, our store sales performance was primarily led by the categories of packaged beverages and other tobacco, as in the prior quarters. On the store merchandise margin front, our merchandise sales gross profit increased 20% to $30.5 million, driven by our increased sales from the higher store count. The store merchandise margin declined slightly relative to the prior year due to certain costs associated with the expansion of our food and beverage offerings, particularly in recently converted retail locations. In the period since the quarter end, same store sales have been approximately flat to the prior year, which is an improvement to the -over-year sales performance for our sites for the month of September, when store sales were slightly down, and also still indicative in the ongoing soft demand environment across the industry. In our retail segment, if you look at our company-operated site count, we are up 79 company-operated retail sites from the prior year. The increase in company-operated site count was primarily driven by our completion of the conversion of the Apple Green lease locations to company-operated retail sites in April. Our company-operated site count is flat to the second quarter of this year at 372 company-operated locations, as we gave our team a break on company-operated site conversions for the third quarter and focused our efforts on the operations at our newly converted sites. Our commission agent site count increased 36 sites relative to the third quarter of 2023 and eight sites relative to the second quarter of this year. These conversions are typically easier to do than a conversion to a company-operated location, as in many cases, converting an existing site to the commission class of trade involves retaining the existing dealer at the location. We are simply changing the economic relationship with the dealer. As we stated last quarter, we have been successful at doing these conversions of sites to the commission class of trade in a manner that is mutually beneficial economically for both us and the dealer, creating a win-win situation that enables all of us to be better off and have a productive relationship with the dealer, now commission agent, going forward. In other cases, the conversion involves a change of dealer at the site, which typically allows us to bring in a dealer that will operate the convenience store at a higher level and provide a better consumer experience at the location. In total, we increased our overall retail site count by 115 sites during the third quarter of 2024, compared to our retail site count at the end of the third quarter of 2023, and we added eight commission locations during the third quarter relative to the second quarter of this year. Based on these numbers, you can see that we have been extremely active during the past 12 months with site conversions and executing on our strategy to increase our exposure to retail fuel margins and the retail business overall. Moving on to the wholesale segment, for the third quarter of 2024, our wholesale segment gross profit declined 16% to $27.6 million, compared to $32.9 million in the third quarter of 2023. The decrease was driven by a decline in fuel volume, partially offset by an increase in margin per gallon. The primary factor, by a significant degree, in the overall volume decline was the conversion of certain Leslie dealer sites to company operated and commission agent sites, which are now accounted for in the retail segment. Our wholesale mortar fuel gross profit decreased 10% to $16.9 million in the third quarter of 2024, from $18.8 million in the third quarter of 2023. Our fuel margin increased 5% from 8.6 cents per gallon in the third quarter of 2023 to 9 cents per gallon in the third quarter of 2024. The increase in our wholesale fuel margin per gallon was primarily driven by the relative level of crude oil prices within the two periods and its corresponding impact on the terms discounts we receive on certain gallons. We also benefited this quarter from a reduction in our fuel sourcing costs as we continue to work on achieving better purchase terms for our fuel supply, and we also experienced favorable market conditions for certain other gallons. Our wholesale volume was 186.9 million gallons for the third quarter of 2024, compared to 217.3 million gallons in the third quarter of 2023, reflecting a decline of 14%. The decline in volume when compared to the same period in 2023 was primarily due to the conversion of certain Leslie dealer sites to our retail class of trade. The gallons from these converted sites are now reflected in our retail segment results. For the quarter, our same store volume in the wholesale segment was down approximately 2% -over-year, so the additional 12% drop in volume, the difference between the overall volume decline of 14% and our same store volume decline of 2% for the segment was largely due to converting sites to the retail segment. As mentioned in my retail segment comments, national demand data available to us indicated national fuel demand was down around 5% for the quarter, so our same store wholesale volume performance for the third quarter outperformed overall national demand. In the period since the quarter end, same store volume has continued to be down around 2% -over-year, so our wholesale same store volume is continuing to be negative -over-year, but also continuing to outperform overall national volume data. Regarding our wholesale rent, our base rent for the quarter was $10.4 million compared to the prior year of $13 million, a decrease due to the conversion of certain Leslie dealer sites to company operated sites. As we have stated in the past, these rent dollars, while no longer in the form of rent, are now in our retail segment results through our fuel and store sales margins at these locations, which help to drive our increase in retail segment operating income for the quarter. During the quarter, we divested nine properties for $7.2 million in proceeds, resulting in a net gain of $5.3 million. Our divestiture activity in the third quarter continued the strong second quarter we had for property sales. Our pipeline of transactions is quite active, and we expect the fourth quarter to be another busy quarter for us with property sales. Our volume of transactions in this area is evidence of the execution of our overall business strategy as we seek to exit certain sites to generate capital to deploy elsewhere in our portfolio or into our balance sheet. Overall, we had a strong quarter, highlighted by the positive financial results from our strategic site conversions to retail operations. Our retail segment delivered solid operating and financial metrics, demonstrating the effectiveness of this strategy. Even with ongoing demand challenges, our relative volume and sales results reflect that consumers continue to see significant value in our retail offerings, positioning us as a preferred destination. With

that, I'll turn it over to Maura for more detailed financial review.

Thank you, Charles. If you would please turn to slide six, I would like to review our third quarter results for the partnership. We reported net income of $10.7 million for the third quarter of 2024 compared to net income of $12.3 million in the third quarter of 2023. Adjusted EBITDA was $43.9 million for the third quarter of 2024, a slight decrease of 1% from adjusted EBITDA of $44.2 million for the third quarter of 2023. Though, as Charles has reviewed, the changes in the composition of that adjusted EBITDA as a result of our strategic initiatives. Our distributable cash flow for the third quarter of 2024 was $27.1 million compared to $31.4 million for the third quarter of 2023. The decline in distributable cash flow year over year was primarily due to an increase in interest expense as well as slightly higher sustaining capital spending. Our higher sustaining capital spending is a function of our increased site count in the retail segment, particularly company-operated locations, which require an elevated level of capital reinvestment to ensure they remain attractive locations for our customers to visit. Our distribution coverage for the current quarter was 1.36 times compared to 1.57 times for the third quarter of 2023. Our distribution coverage for the trailing 12 months ended September 30, 2024, was 1.26 times compared to 1.43 times for the same period ended September 30, 2023. During the third quarter of 2024, the partnership paid a distribution of 52.5 cents per unit. Charles discussed some of the primary drivers of our top line and gross profit performance for the quarter in his comments. Turning to the expense portion of our operations, operating expenses for the third quarter increased $10.2 million compared to the 2023 third quarter. This was comprised of a $0.9 million decrease in operating expenses in our retail segment. Both changes were primarily driven by our conversion of sites from our wholesale segment to our retail segment. Our retail segment average site count increased 23% year over year, including a 27% increase in company-operated locations. Company-operated locations are our highest per site expense class of trade, and so that site count increase drove the majority of the 27% year over year increase in operating expenses in the retail segment. On a same-store basis, operating expenses for our company-operated locations increased just under 4% year over year. An area of strength was our continued focus on managing our store labor costs, with total same-store employment costs down approximately 1% year over year. Our third consecutive quarter of year over year declines in employment costs. Our team continues to work on staffing our locations with efficient hours and is benefiting from more moderate wage increases than experienced over the prior two to three years. We did experience same-store cost increases in repairs and maintenance, including environmental maintenance and supplies during the quarter. Our focus in these areas is to spend efficiently and effectively in the parts of our sites that are customer-facing, again, to ensure a continued valuable customer experience. Our G&A expenses increased $0.4 million for the quarter year over year, primarily due to higher management fees as we have selectively added head count to support the organization's growth in the retail segment, as well as increased legal expense as part of our ongoing class of trade optimization and divestiture work. Moving to the next slide, we spent a total of $7.7 million on capital expenditures during the third quarter, with $5.1 million of that total being growth-related capital expenditures. During this past quarter, growth-related capital spending included investments in the backcourt of our company-operated portfolio to add additional food and product options at selected sites, as well as targeted site image investments, which are often accompanied with incentives or reimbursements from our fuel suppliers. As of September 30, 2024, our total credit facility balance was $772.4 million, which was a $26 million decrease from our March 31, 2024 balance. Our strong operational performance over the past two quarters, coupled with our success in divesting non-core assets that Charles reviewed, allowed us to reinvest in our business, complete our quarterly distributions, and deleverage during the course of the past two quarters. Our credit facility defined leverage ratio was 4.21 times as of September 30, 2024, which was a decrease from 4.39 times as of June 30, 2024. We remained focused on managing our leverage ratio at approximately four times on a credit facility defined basis. Our cash interest expense increased from $10.1 million in the third quarter of 2023 to $13.7 million in the third quarter of 2024. We had positive rate savings from the interest rate swaps we entered into during 2023, but did have three highly valuable interest rate swaps from the first quarter of 2020 expire at the end of the first quarter of 2024, which increased our overall interest costs. At this time, a little more than 50% of our current credit facility balance is swapped to a fixed rate of approximately .4% blended, which is an advantaged rate in the current rate environment. Our credit facility balance during the third quarter of 2024 was also higher than the prior year, primarily due to the Apple Green transaction that we completed during the second quarter. Our elevated credit facility balance also contributed to the increase in our interest expense year over year. Our effective interest rate on the total Capel credit facility at the end of the third quarter is 6.5%. In conclusion, as Charles noted, the partnership performed well during the third quarter of 2024 in spite of the softer demand environment experienced in fuel and store sales. We remain focused as a team on continuing to execute in our base business, as well as the ongoing efforts to ramp operations of our converted stores to optimize the performance moving forward. We continue to focus on generating durable and consistent cash flows with a focus on maintaining a strong and flexible balance sheet and driving value for our unit holders. With that, we will

open it up for questions. Thank you. Ladies and gentlemen,

we will now begin the question and answer session. Should you have a question, please press the star button followed by the number one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press the star button followed by the number two. If you are using a speaker phone, please lift the handset before pressing any keys.

We will now begin the Q&A session. One moment as we wait for the first question. Well, it doesn't appear we have any questions today.

Should you have any follow-on questions, please feel free to contact us. Again, we appreciate everyone joining us today. Have a great day.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a great day.