Randy Palmer - Director of Investor Relations Kimberly Lubel - Chairman and Chief Executive Officer Jeremy Bergeron - President Clay Killinger - Chief Financial Officer Steven Stellato - Chief Accounting Officer.

Ben Bienvenu - Stephens Inc. Christopher Mandeville - Jefferies, LLC.

Good morning and welcome to the CrossAmerica Partners’ First Quarter 2016 Earnings Call. My name is Brandon and I will be your operator for today. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note this conference is being recorded. And I will now turn it over to Mr.

Randy Palmer, Director of Investor Relations. Mr. Palmer, you may begin..

Thank you, operator and good morning, and thank you for joining the CrossAmerica Partners’ first quarter 2016 earnings call. With me today are Kim Lubel, Chairman; Jeremy Bergeron, President; Clay Killinger, Chief Financial Officer; Steve Stellato, Chief Accounting Officer; and other members of our executive leadership team.

Jeremy will provide a brief overview of CrossAmerica’s operation performance and an update on current strategic initiatives and then we will turn the call over to Steve to discuss the financial results. At the end we will open the call up to questions.

I should point out today this call will follow some presentation slides that we will utilize during this morning’s event. These slides are available as part of the webcast and are posted on the CrossAmerica website.

Before we begin, I would like to moralize 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 this 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 filings with the Securities and Exchange Commission including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for a discussion of important factors that could affect our actual results.

Forward-looking statements represent the judgment of the Company’s management as of today’s date, and our 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 GAAP.

We have provided schedules that reconcile these non-GAAP measures with our reported results on a GAAP basis as part of our earnings press release. Today’s call is being webcast, and a recording of this conference call will be available there for a period of 60 days. And with that, I’ll now turn the call over to Jeremy Bergeron..

Thank you, Randy. This morning we reported solid first quarter earnings results which Steve will go through in detail in a few minutes. I want to spend a brief time talking about how CrossAmerica's position today and our long-term strategy and execution.

As you turn to Slide 3, you can see that the Partnership has grown dramatically over the past couple years and now has a strong presence across the number of regions of the United States. Distributing over 1 billion gallons annually and generating annual rental income of approximately $80 million.

At the end of the first quarter we had over 1,180 fielding locations in 29 states. We continue to hold an interest in CST Fuel Supply providing us with a 17.5% interest and a $0.05 wholesale fuel margin on approximately 1.9 billion gallons annually, which represented over $4 million of EBITDA to the Partnership this quarter.

We have a strong diversified platform and we continuously optimizing and expand as we implement our strategy to maximize cash flow and provide a steady consistently growing distribution for our investors. If you turn to the next slide, I want to make a few comments about how we are executing on that strategy.

Since going public in 2012 acquisitions has been a vital component of our growth strategy. We feel that completing acquisitions at favorable terms and successfully integrating them as we recognize synergies and other costs savings has been a competitive advantage for CrossAmerica.

With the tightness in the capital markets we don't believe the door is closed in acquisition opportunities rather this is creating opportunity for prudent, diligent buyers to continue to grow at lower multiples and what we're seeing just a year or two ago. Our acquisition of 34 sites from SSC Corporation is evident at just that type of growth.

In the first quarter we successfully completed this acquisition in the upper Midwest region, providing us with good fuel volume and insight sales growth, while leveraging our existing operational network in the region.

Our investors value prudent accretive growth, but in today's market we understand that they are valuing a solid balance sheet and strong distribution coverage even more. At CrossAmerica we continue to implement strategies to further tighten expenses, stabilizing our cash flow streams and sustain a solid balance sheet in line with our business model.

In today's market, we must be able to create value outside of just the purchase multiples in these acquisitions. Our focus on process and systems integration plus transaction is allowing us to significantly reduce general and administrative expenses more quickly in the acquired business.

During integration the team also focuses on optimizing the operation including applying our retail experience and buying power to improve profitability. A major part of our optimization strategy includes dealerizing many of these sites, where we bring in a lessee dealer to operate the location.

The strategy not only stabilizes the cash flow of the site by eliminating the retail margin variability and essentially all operating expenses for the partnership of the site, but it also brings in more qualifying income through dealer rent. In the first quarter alone, the team dealerized 52 company-operated locations.

The chart at the bottom of the slide demonstrates the ongoing execution of our acquisition strategy and the successful repositioning of our portfolio from our retail segment to a more stable tax advantaged wholesale segment.

If you turn to the next slide, you will see how we outperformed over the past two years through very different crude price environments.

We have spoken that length about how our wholesale margins are impacted by terms discount from our suppliers whereby the value of our prompt payment discount decline as the absolute price of the underlying commodity is lower.

While this has been a headwind to our margin capture through execution of completing highly accretive acquisitions, successful integration, consistent based business performance and proper expense management. We have been able to lift our trailing 12-month coverage ratio to just below our long-term target of 1.1 times.

Thanks to the hard work of all of our team members as we head into the heart of the driving season and our more lucrative operational quarters, we are positioned better than ever to benefit from the successful execution of this strategy.

Before I turn it over to Steve, I did want to make a couple of comments regarding strategic initiatives underway at CST. As Dave announced yesterday, CST has reached agreement to sell their operations in California and Wyoming. These stores represented approximately 10% of the volume in CST Fuel Supply.

With CrossAmerica recently purchasing and now owning 17.5% of that volume, we are working with CST to identify the most effective way to keep the total. As this transaction approaches closing, we expect to have more details regarding how that maybe structured.

I also wanted to make a few comments with respect to the strategic review announced by CST’s Board in March, while I do not have an update providing regardless to the process, I did want to make a comment about how this may or may not affect CrossAmerica and our strategy.

As we reiterated immediately after the announcement the partnership continues to execute and focus on completing the growth strategy we have outlined, which includes growing our distribution in 2016 by 5% to 7% over 2015.

In today's market there are ample third-party acquisition opportunities to satisfy our prudent growth appetite, most conditions and opportunities for assets dropped beyond 2016 remain to be seen, but I can assure you that everyone at CrossAmerica is committed and excited about continuing to deliver on our promise to our unitholders of continued long-term sustainable growth.

That is what this organization was built on and that is what everyone here strives for each and every day. With that, I'll turn it over to Steve..

Thank you, Jeremy. If you would please turn to Slide 6, I would like to touch on our overall first quarter results of CrossAmerica. Today, we reported a strong first quarter with adjusted EBITDA of approximately $22 million, up 43% compared to last year.

As you look at distributable cash flow it was slightly over $17 million in the quarter or an increase of 71% when compared to the same period last year. On a per unit basis, our DCF increased 27% during the quarter with distribution coverage at 0.88 times at the end of the quarter.

Overall, the growth during the quarter was primarily driven by our acquisitions as well as the strong performance in our wholesale segment as we executed on our strategy to reposition our assets.

As we look at how each of our segments contributed on the next couple of slides you will see that, thanks to the fuel volume and rental income growth achieved from our acquisitions. Our wholesale segment grew adjusted EBITDA by 37% for the quarter.

This is despite the reduction in our terms discounts due to wholesale gasoline prices averaging over $0.40 below last year. We also experienced an 18% reduction in our operating expenses period-over-period primarily due to the divestment of certain non-core assets in 2015.

Turning to the retail segment on the next slide, which includes our company-operated and commission agent sites, our segment EBITDA declined during the quarter due to a thinner rack to retail margin, as we saw the crude price decline start to bottom out and reverse direction.

We also experienced a lot of site change in the period as we completely dealerized the one stop location, while adding the SSG sites late in the quarter. We look forward to the successful integration of those stores with our Erickson, Freedom Valu locations, creating a strong operational network for us in the upper Midwest.

On Slide 9, we have detailed a chart to compare the performance of this quarter to the same period last year. As noted previously, we are experiencing a significant contribution from our recent acquisitions.

We did see some impact approximately $1.5 million to our terms discount during the quarter compared to the first quarter of 2015 as a result of lower fuel prices during the quarter.

Finally, as we have discussed in the past, we continue to benefit from our integration efforts, reducing our overall G&A and operating expenses to our base business in the quarter compared to last year. As we turn to the next Slide. This chart compares our performance in the first quarter to the results of the fourth quarter of last year.

It demonstrates the inherent seasonality we have previously discussed in our business. The fourth and first quarters are seasonally weaker periods, because of the reduction in driving and motor fuel consumption with the first quarter generally been the weakest.

If you turn to Slide 11, we announced on May 5 that the Board of Directors of the General Partner declared the distribution of $0.5975 per unit attributable to our first quarter results. This is a $0.05 per unit or 9.1% increase over the distribution attributed to the first quarter of 2015.

As we said last quarter, we expect the rate of CrossAmerica’s distribution per unit attributable to 2016 will be between 5% to 7% over 2015 levels and we continue to target a long-term distribution coverage ratio at or above 1.1 times.

We expect our distributable cash flow growth to continue to be driven by a combination of accretive acquisitions, strong business performance and expense reduction associated with integration of our recently completed transactions.

We continue to have a strong balance sheet with a debt-to-EBITDA ratio well below our bank covenant requirements with approximately $16 million of available capital on a revolver.

The cash flow associated with our recent acquisitions coupled with the seasonally stronger period we are now entering should place us in a good position to grow our revolver availability even more.

In addition to the significant real estate in our portfolio, we have alternative capital sources from which to pull to continue our prudent growth strategy in 2016 without accessing the equity markets.

In closing, we were very pleased with our first quarter results even more satisfied with successful execution of our strategy and the position it places us in for this remainder of 2016. With that, we will now open it up for questions..

Thank you. And we will now begin the question-and-answer session. [Operator Instructions] And from Stephens Inc. we have Ben Bienvenu. Please go ahead..

Yes, thanks. Good morning..

Good morning, Ben..

So I would be curious to hear a little bit about your thoughts around M&A and your appetite that continue to reduce some of these smaller deals, obviously you have some nice tuck-in opportunities and there is opportunities to capture synergies as you bring those into the fold.

I’d be curious your thoughts there and then on the recent stores that you’ve acquired even within the last year, how much more views do you think there is to squeeze out in terms of integration synergies?.

Sure. You are right. I mean the acquisition market is still strong and still a great opportunity for us to participate in these types of deals that we've closed on such as the SSG acquisition in the first quarter as a kind of exactly what we're looking for.

Strong asset base and asset transaction where we can have the tuck-in into our existing operations in the upper Midwest where we can leverage kind of a team that we have there to help run those locations and immediately recognize some of those synergies and savings. So those continue to be out there.

We continue to look for them and we look forward to doing those going forward.

As far as how much additional opportunity there are to further reduce overall savings in G&A I mean we just closed on SSG, so obviously there is some opportunity there, but we still continued to digest the acquisitions done last year with Freedom Valu, Ericsson acquisition earlier last year as well as the One Stop acquisition.

So we continue to bring those into the folds so you should see a bit more reductions going forward in that process and continued improvement..

Great. And then your merchandise sales were up nicely in the quarter. The margin was pressured a little bit.

On the margin side, what opportunities are there inside the stores that you have that you want to continue to operate that you can enhance profitability?.

Right. So if you go back to our slide deck that we posted on Slide 4, you see really a change in the mix over all of our stores. And I think what underscores does the most is if you look at all of our stores that we operate in the first quarter of 2015 versus first quarter of 2016. Although, we went from 144 locations to 97.

There are only 11 of those stores were in there for the full period in 2015 and full period in 2016. So I just underscore the amount of mix and turnover that we have there as we complete acquisition and dealerized and then move forward.

So when you look at our statistics I would caution you to not just look at what's happening period-over-period, but what excites us is the continuous improvement we see on the cash flows we're acquiring and the improvement we're seeing along the way, because we're actually moving merchandise margin up as we go in and we leverage our buying power and we implement our systems and recognize other opportunities.

So we think there is continued improvement with what we have in the portfolio right now and we look to for that to continue going into the second quarter..

Got it. That's really helpful. Okay, thanks. Best of luck..

Thanks Ben..

Thanks Ben..

From Jefferies we have Chris Mandeville. Please go ahead..

Yes. Good morning. Just very quickly….

Good morning, Chris..

Can you reaffirm that you do plan in fact to perform some asset dropdowns in 2016..

Well Chris, we discuss that in 2015 in terms of what our expectations were for 2016 and as we are going deeper into 2016, we continue to look in terms of what's our availability with our revolver and our opportunity to complete acquisitions and other transactions and managing our capital so that we can - as I mentioned earlier so that we can address what we understand and respect is the concern of shareholders which is managing the balance sheet, managing our coverage ratio.

And we think opportunities like what we've done with SSG provide great third-party acquisition opportunities to buy assets at very attractive multiples and are good uses of our available capital.

Dropdowns are still an opportunity, but as we said all along with CST, we're going to be opportunistic with those transactions and with the growth we have and what we've done so far.

We will continue to evaluate that as an option for us in 2016 and beyond, but that is on the table as well as third-party acquisitions, but we like the third-party acquisition market and the multiples of which we can execute those..

Okay.

Could you remind me what your leverage was at the end of the quarter?.

Yes, the leverage was approximately [4.3 times]..

Okay. And then lastly, you made some nice progress on the dealerization front in this quarter.

Can you just kind of provide some qualitative factor as it relates to the level of interest as it remains or is it relates to the remaining 94 stores or so?.

Sure. I mean one of the advantages of CrossAmerica as we continue to grow, our dealer network continues to grow as well and dealing with a lot of good operators out there that we work with and continue to identify as good dealers and good business partners for us, good customers.

So there are ample opportunities to identify additional dealers to go in there and operate the stores or we can continue to get good rental income back into the partnership as well as good wholesale margin which are both qualifying pieces. So yes, there are opportunities obviously there is a lot of stores.

We are now in the partnerships today which are in the upper Midwest region. We are just closing on the acquisition of SSG and being associated with the holiday station stores.

We will look forward to working with them in the foreseeable future and continue to grow our margin capture inside the store and then we will continue to look and identify long-term to find the right dealers to go into those stores that can be a success for us in the long-term..

Great. And actually just one quick follow-up as it relate to that thing you now have a very solid concentration in the upper Midwest.

Would you be looking for one party to primarily take over the majority of the remaining stores or would you still be willing to kind of break that up into smaller pieces?.

It's a combination. We've done that. What we've done? We've done transactions where we have brought lessee dealers into the stores where it's multiple locations, 10 plus, sometimes even more and we do some where it’s kind of one-off. So it's going to be a combination of those.

So they're not really mutually exclusive so we're going to look at both options..

Great. Thank you..

Thank you..

We have no further questions at the moment. Mr. Palmer, I will turn it back to you for closing remarks..

Okay, operator. We thank everyone for joining us today. If you do have any follow-up questions, afterwards please feel free to reach out to us. Thanks..

Ladies and gentlemen, this concludes today's conference. Thank you for joining us. You may now disconnect..