CrossAmerica Partners LP Files 2023 Annual Report on Form 10-K

TL;DR

<b>CrossAmerica Partners LP has filed its annual 10-K report for the fiscal year ending December 31, 2023, detailing its operations in petroleum product wholesale and retail.</b>

AI Summary

CrossAmerica Partners LP (CAPL) filed a Annual Report (10-K) with the SEC on February 27, 2024. CrossAmerica Partners LP filed its 2023 10-K report on February 27, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is wholesale of petroleum and petroleum products. CrossAmerica Partners LP was formerly known as Lehigh Gas Partners LP. The company is headquartered in Allentown, PA.

Why It Matters

For investors and stakeholders tracking CrossAmerica Partners LP, this filing contains several important signals. The 10-K filing provides a comprehensive overview of the company's financial performance, operational activities, and risk factors for the fiscal year 2023. This filing is crucial for investors and stakeholders to assess the company's financial health, strategic direction, and potential risks moving forward.

Risk Assessment

Risk Level: medium — CrossAmerica Partners LP shows moderate risk based on this filing. The company operates in the wholesale and retail petroleum products sector, which is subject to significant price volatility and regulatory changes, impacting its financial performance and operational stability.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand CrossAmerica Partners LP's performance and outlook in the dynamic energy market.

Key Players & Entities

• CrossAmerica Partners LP (company) — Filer
• Lehigh Gas Partners LP (company) — Former company name
• Allentown (location) — Business address city
• PA (location) — Business address state

FAQ

Industry Context

CrossAmerica Partners LP operates within the wholesale and retail petroleum and petroleum products sector, a segment characterized by fluctuating commodity prices and significant logistical operations.

Regulatory Implications

The company is subject to various federal and state regulations governing the sale, distribution, and storage of petroleum products, as well as environmental compliance standards.

What Investors Should Do

1. Review the financial statements for revenue, net income, and debt levels.
2. Analyze the risk factors section for potential impacts on operations and profitability.
3. Examine management's discussion and analysis for strategic insights and future outlook.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-02-27: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the period ending December 31, 2023, following the previous fiscal year's report.

Key Financial Figures

• $185 million — cember 22, 2017. Term Loan Facility $185 million delayed draw term loan facility provide
• $1.5 billion — or total consideration of approximately $1.5 billion; Enhance our real estate business' ca

Filing Documents

• capl-20231231.htm (10-K) — 3973KB
• capl-ex21_1.htm (EX-21.1) — 46KB
• capl-ex23_1.htm (EX-23.1) — 2KB
• capl-ex31_1.htm (EX-31.1) — 14KB
• capl-ex31_2.htm (EX-31.2) — 14KB
• capl-ex32_1.htm (EX-32.1) — 8KB
• capl-ex32_2.htm (EX-32.2) — 7KB
• capl-ex97_1.htm (EX-97.1) — 46KB
• img124420945_0.jpg (GRAPHIC) — 339KB
• 0000950170-24-020383.txt (&nbsp;) — 15032KB
• capl-20231231.xsd (EX-101.SCH) — 1920KB
• capl-20231231_htm.xml (XML) — 2514KB

Business

Item 1. Business 6

Risk Factors

Item 1A. Risk Factors 10

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 37

Cybersecurity

Item 1C. Cybersecurity 37

Properties

Item 2. Properties 38

Legal Proceedings

Item 3. Legal Proceedings 38

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 38 PART II 39

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39

[Reserved]

Item 6. [Reserved] 39

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 39

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 54

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 87

Controls and Procedures

Item 9A. Controls and Procedures 87

Other Information

Item 9B. Other Information 87

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 87 PART III 88

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 88

Executive Compensation

Item 11. Executive Compensation 93

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 105

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 107

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 109 PART IV 111

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 111

Form 10-K Summary

Item 16. Form 10-K Summary 113

Signatures

Signatures 114 PART I 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: CrossAmerica CrossAmerica Partners LP, the Partnership, CAPL, we, us, our LGW Lehigh Gas Wholesale LLC, an indirect wholly-owned subsidiary of CrossAmerica LGPR LGP Realty Holdings LP, an indirect wholly-owned subsidiary of CrossAmerica LGWS Lehigh Gas Wholesale Services, Inc., an indirect wholly-owned subsidiary of CrossAmerica Holdings CAPL JKM Holdings LLC, an indirect wholly-owned subsidiary of CrossAmerica and sole member of CAPL JKM Partners CAPL JKM Partners CAPL JKM Partners LLC, a wholly-owned subsidiary of Holdings CAPL JKM Wholesale CAPL JKM Wholesale LLC, a wholly-owned subsidiary of CAPL JKM Partners Joe's Kwik Marts Joe's Kwik Marts LLC, a wholly-owned subsidiary of CAPL JKM Partners CrossAmerica Partners LP related parties: DMI Dunne Manning Inc. (formerly Lehigh Gas Corporation), an entity affiliated with the Topper Group DMP Dunne Manning Partners LLC, an entity affiliated with the Topper Group and controlled by Joseph V. Topper, Jr. Since November 19, 2019, DMP has owned 100% of the membership interests in the sole member of the General Partner. General Partner CrossAmerica GP LLC, the General Partner of CrossAmerica, a Delaware limited liability company, indirectly owned by the Topper Group Topper Group Joseph 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. TopStar TopStar Inc., an entity affiliated with a family member of Joseph V. Topper, Jr. TopStar is an operator of convenience stores that leases sites from us, and since April 14, 2020, also purchases fue

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations Marathon Marathon Petroleum Company LP Motiva Motiva Enterprises, LLC NYSE New York Stock Exchange Omnibus Agreement The 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. 2 Partnership Agreement Second Amended and Restated Agreement of Limited Partnership of CrossAmerica Partners LP, dated as of February 6, 2020 Predecessor Entity Wholesale distribution contracts and real property and leasehold interests contributed to the Partnership in connection with the IPO Qualifying Income Income and gains received by nontaxable subsidiaries of CrossAmerica or directly by CrossAmerica from qualifying activities, which generally include interest and dividends, real property rents, gains on the sale or other disposition of real property and income and gains from the wholesale distribution of motor fuels as further described in Section 7704(d) of the Internal Revenue Code; such income and gains are not taxed at the CrossAmerica level but rather passed through and taxed at the unitholder level SEC U.S. Securities and Exchange Commission SOFR Secured Overnight Financing Rate Tax Cuts and Jobs Act U.S. tax legislation, formally known as Public Law No. 115-97, signed into law on December 22, 2017. 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. GAAP U.S. Generally Accepted Accounting Principles UST Underground storage tank Valero Valero Energy Corpo

BUSINESS

ITEM 1. BUSINESS Overview We were formed as a Delaware limited partnership in 2011 engaged in the wholesale distribution of motor fuel and the ownership and leasing of real estate used in the retail distribution of motor fuel. We also generate revenues from the operation of company operated retail sites. The Topper Group controls the sole member of our General Partner and has the ability to appoint all of the members of the Board and to control and manage the operations and activities of the Partnership. As of February 22, 2024, the Topper Group also has beneficial ownership of a 38.6% limited partner interest in the Partnership. Our principal executive office address is 645 Hamilton Street, Suite 400, Allentown, PA 18101, and our telephone number is (610) 625-8000. Our common units trade on the NYSE under the ticker symbol "CAPL." We conduct our business through two operating segments – wholesale and retail. As of December 31, 2023, we own or lease approximately 1,100 sites, of which we operate 295 as company operated sites. In all, including our company operated sites, we distributed motor fuel to approximately 1,700 sites located in 34 states. We are one of the ten largest independent distributors by motor fuel volume in the United States for ExxonMobil, BP and Motiva, and we also distribute Shell, Sunoco, Valero, Gulf, Citgo, Marathon and Phillips 66-branded motor fuels (approximately 94% of the motor fuel we distributed during 2023 was branded). For approximately 60% 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. The following table highlights the aggregate volume of motor fuel distributed to each of our principal customer groups (in millions). See Item 7—Results of Operations for additional

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View this 10-K filing on SEC EDGAR