Welcome to the CrossAmerica Partners Second Quarter 2019 Earnings Conference Call. My name is Allen and I’ll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session.

Please note that this conference is being recorded.I’ll now turn the call over to Mike Federer, Senior Director and Corporate Secretary. Mr. Federer, you may begin..

Thank you, operator. Good morning and thank you for joining the CrossAmerica Partners second quarter 2019 earnings call.

With me today are Gerardo Valencia, CEO and President; Evan Smith, Chief Financial Officer; and other members of our executive leadership team.Gerardo will provide some opening comments and a brief overview of CrossAmerica’s operational performance and highlights from the quarter, and then we’ll turn the call over to Evan to discuss the financial results.

At the end, we’ll open the call up to questions.I should point out that today’s 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 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 CrossAmerica’s 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 CrossAmerica’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 GAAP.

We’ve 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 recording of this conference call will be available on the CrossAmerica website for a period of 60 days.With that, I’ll now turn the call over to Gerardo Valencia..

Thank you, Mike. Good morning. We recorded our second quarter 2019 earnings results yesterday afternoon, and I will briefly go through some of the highlights and then Evan will go through the financials in more detail in a few minutes.Overall, we had a very strong quarter operationally and financially.

We deliver strong performance for the second quarter. We reported operating income from 13.9 million and net income of 6.4 million. This compares to an operating loss of 1.6 million and a net loss of 6.9 million for the second quarter of 2018. These resulted in adjusted EBITDA growth and strong distributable cash flow.

Our strategic initiatives are progressing at speed allowing us to feel confident about delivering on our goals for the future.If you turn to Slide 4, I will remove you some of our operating results of the quarter. We have been delivering value through optimization of our portfolio. We resist volume by 5%.

So, we more than offset these fuel margins, rental income growth and controlling both are operating and MD&A expenses. This help us to deliver 5% adjusted EBITDA growth versus 2018 on a comparable basis when adjusting for the new lease accounting guidelines.Our distributable cash flow increased by 14% versus 2018.

We grew without having to inject any material capital.

We're building a solid foundation for our business and anticipate that these will produce strong results in coming quarters as we continue to see improvement through our initiatives, which I will turn to now.If you turn to Slide 5, I want to discuss our wholesale fuel margin and our distribution coverage ratio.

For the second quarter, our wholesale fuel margin was $0.074 per gallon, which was a 12% increase over the second quarter of 2018.As we look at our performance in a trailing 12 months status, we have steadily increase our wholesale fuel margin with highest level in the partnership history with a $0.01 per gallon of $0.071 at the end of the second quarter of 2019.

If you look at the charts on the right side of the page, we ended the quarter with a 1.24 times coverage ratio, our highest level since 2016.On a trailing 12 month basis, we have had steady improvement over the past few quarters and ended the period at 1.06 times.

We expect continued improvements as we go through the remainder of 2019.If you would turn to the next slide, I want to provide you with an update on some of the strategic initiatives. We completed our first tranche of the asset exchange with Circle K on May 21st in which we received 60 sites that are now being arrived and under our wholesale segment.

We are now working on our second one and we have signed contracts with dealer for 65 additional sites. Most of which will be part of the second tranche of assets to be exchanged.We're completing our final due diligence and we expect to have these transactions finalized before the end of the third quarter.

Based in our current timeline, we expect the remains site to be arrived and the final assets exchange to be completed by that first quarter of 2020.

In regards to our fuel supply strategic review and associated fuel synergies, we have recognized some small contributions during the second quarter and we expect considerable growth in next few quarters.We continue to work closely with our strategic suppliers to each process. We continue to work on our rebranding.

We continue to work in our rebranding and reimaging program with our Alabama business.

Over half of the 90 sites have now been hard branded and reimagined through the Marathon brand, and we have changed dispensers in over half of the network.As we improve the network quality, we're seeing the benefits as we plan, optimizing the volume and profitability of the network, with an increase of 47% over the first half of 2018.

As we complete the work by the third quarter of the year, we expect further growth from these networks.On June 26, we announced that we entered into a master fuel supply and lease agreements with Applegreen to run the remaining 46 company operated sites that we have in the upper Midwest. We are very excited to expand our relationship with them.

They are very strong operator and we expect to finish the year with over 100 sites by the end of 2019.As previously mentioned, we plan to exceed our direct retail operations to focus on working what we do best.

We expect that as we do this, our adjusted EBITDA will actually grow as we generate efficiencies in this process.Finally, you should expect that we will continue to assess other opportunities whether that is third party acquisitions or current assets at Circle K. All of these will continue to be with discipline to continue to deliver growth.

We are growing and delivering on our plan.To conclude, we continue to make great progress in our initiatives in establishing a strong foundation for the partnership.

From a strong wholesale business to improving our financial metrics, all of these you can preview to our performance in next quarters and into the future.With that, I will turn it over to Evan..

Thank you, Gerardo. If you would please turn to Slide 8, I would like to review our second quarter results for the partnership. As we look at the second quarter, we reported adjusted EBITDA of $27.7 million in the second quarter of 2019, compared to $26.4 million in the same period 2018, reflecting an increase of 5%.

Our distributable cash flow for the second quarter of 2019 was $22.3 million versus $19.5 million in 2018, an increase of 14% year-over-year.Our distribution coverage on a paid basis for the second quarter of 2019 was 1.24 times and was 1.06 times for the trailing 12 months, which was an improvement over the 0.97 times that we reported for the trailing 12 months ending June 30, 2018.

As Gerardo touched on earlier, we have adjusted the 3 months period for 2018. For the new lease accounting guidance that went into effect on January 1, 2019.

We have provided reconciliations for the lease adjustments for both 2018 and 2019 depending on how you choose to look at it in the appendix of the presentation slides.If you were turn to the next Slide 9, we ended the second quarter with a leverage ratio as defined under our credit facility at 4.68 times, a decrease from 4.81 times from the prior quarter and in compliance with our financial covenant ratios.

We anticipate that our leverage will continue to trend lower as we go through the back half of the year.

We have sufficient liquidity to execute our plans, and as of August 1st, we had $84.5 million available on our credit facility with nominal capacity is $234 million and another $300 million of additional accordion capacity from our lender group with the close of our new credit facility on April 1st.The partnership paid a distribution of $0.5250 per unit during the second quarter of 2019 attributable to the first quarter of 2019 for a total of over $18 million.

And as I noted on the previous slide, this resulted in a coverage ratio of 1.06 times on a paid basis for the trailing 12 months.

Our required investment in the business remains relatively modest with total capital expenditures of $3.6 million for the second quarter, with $3.2 million of the total being growth CapEx.This has been primarily associated with the rebranding and reemerging program at the Alabama sites, which we already noted.

We expect to have a positive impact on volumes and margins. In conclusion, we feel good about our position going into the back half of this year.

We expect to continue to improve our coverage ratio and manage our balance sheet and leverage as we see the benefits from the asset exchanges and other strategic initiatives.With that, we will open it up now for questions..

Thank you. We will now begin the question-and-answer session. [Operator Instructions] We have a question is from Sharon Lui with Wells Fargo..

I just wanted to touch on the new contracts with Applegreen.

So starting in Q3, should we see a net benefit from that contract? Or do you expect the contributions to ramp up overtime?.

Yes, so that's a very good question, Sharon. So, we expect to see this over time. So, there's not something that we expect to see immediately and there's two components of this.

One is when Applegreen takeover over the direct operations that we have in those 46 locations in the upper Midwest, but then they're going to be investing in those sites and there's going to be some improvements as that been upon.But then from a standpoint of SG&A, so we are currently supporting those sites, not only with the people that are working at those locations, but then we have teams that are working on merchandising at POP making sure that all the promotions are in place, et cetera.

And that would be based out from our operations by the end of the year. So, I would say that we're going to -- we should expect to see some of these incremental EBITDA versus what we currently have at some point in time early in the first quarter of next year, Sharon..

And then from a reporting standpoint, will you guys just have one segment wholesale going forward?.

Yes, we'll address that slight towards the when we file the 10-K shares..

And I think on the same slide, you mentioned that there is potential future strategic asset acquisition.

How quickly could those materials after you do the final assets change? And what are some of the transactions that could be contemplated?.

Yes, so we're looking at those right now, Sharon. There's a combination of options that we have available to us, but I'm going to say that there are some that will be very, very, very quick because of the nature of the assets and what that would entail from an operational standpoint.

And meaning, it could almost to be done concurrently with the current asset exchanger that we're doing right now, but then there's others that might be just a continuation of what we're currently doing just to maintain the pipeline going forward into the future.So, I mean, there is going to be one or the other, but I'm going to say, I think what we're planning on making sure that we have a continuous pipeline for growth.

So as soon as we finish that first, that's last tranche of the asset exchange, I'm expecting that we should continue to see some similar size transactions happening very routinely. So, that would be my, our aspiration, but it all depends on of course being able to secure the right assets at the right price..

[Operator Instructions] And we have a question from Walter Morris with Baraboo Growth..

Could you expound a little more on the current income tax benefit of a little over $2 million and was a contributor to the meaningful increase in distributable cash flow?.

Sure, Walter. We had some significant investment in quarter and we're, for the tax law, we're able to take 100% bonus depreciation on that..

And most of that was the Alabama rebrand?.

Some of that was Alabama and some of was newly acquired assets with the first tranche of the asset exchange..

So will there be additional current income tax benefits on the second and third tranche exchanges?.

That's a good question and we do anticipate seeing similar benefit for each of the tranches going forward..

At this time, I'm showing your further questions. I will turn it back now for any closing remarks..

Okay. Well, thank you very much everybody for joining. So, I just wanted to say, that we do have a very strong platform to continue to build from, we have a great team. And we have a very stable set of cash flows from rental on fuel, which is less and less dependent but now with fuel price, as we've been working through to get us to that place.

And as our strategic initiatives materialize, we're in a great position to continue to grow without capital and continuing to be easily to capture other opportunities.So, I just want to say, thank you very much for listening and I'm going to be turning it back over to Evan..

Thank you, Gerardo. Okay, that completes today's conference call. We appreciate each of you joining us today. And if you have any follow-up questions, please feel free to contact us. Thank you..

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