x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 30-0740483 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Page | |
Part I. FINANCIAL INFORMATION | |
PART II – OTHER INFORMATION | |
December 31, 2012 | March 31, 2013 | ||||||
(unaudited) | |||||||
(in thousands, except per unit amounts) | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 6,752 | $ | 9,325 | |||
Accounts receivable, net of allowance for doubtful accounts of $103 at December 31, 2012, and $189 at March 31, 2013 | 33,008 | 41,549 | |||||
Receivables from affiliates | 59,543 | 57,301 | |||||
Inventories, net | 2,981 | 24,008 | |||||
Other current assets | 821 | 147 | |||||
Total current assets | 103,105 | 132,330 | |||||
Property and equipment, net | 68,173 | 94,749 | |||||
Other assets: | |||||||
Marketable securities | 148,264 | 122,267 | |||||
Goodwill | 12,936 | 12,936 | |||||
Intangible assets, net | 23,131 | 22,469 | |||||
Other noncurrent assets | 191 | 172 | |||||
Total assets | $ | 355,800 | $ | 384,923 | |||
Liabilities and unitholders' equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 88,884 | $ | 119,552 | |||
Accrued expenses and other current liabilities | 1,101 | 3,725 | |||||
Current maturities of long-term debt | 24 | 24 | |||||
Total current liabilities | 90,009 | 123,301 | |||||
Revolving line of credit | 35,590 | 58,600 | |||||
Long-term debt | 149,241 | 123,135 | |||||
Deferred tax liability, long-term portion | 152 | 152 | |||||
Other noncurrent liabilities | 2,476 | 2,344 | |||||
Total liabilities | 277,468 | 307,532 | |||||
Commitments and contingencies: | |||||||
Unitholders' equity: | |||||||
Susser Petroleum Partners LP unitholders' equity: | |||||||
Common unitholders - public (10,925,000 units issued and outstanding) | 210,462 | 209,852 | |||||
Common unitholders - affiliated (14,436 units issued and outstanding) | (175 | ) | (175 | ) | |||
Subordinated unitholders - affiliated (10,939,436 units issued and outstanding) | (131,955 | ) | (132,286 | ) | |||
Total unitholders' equity | 78,332 | 77,391 | |||||
Total liabilities and unitholders' equity | $ | 355,800 | $ | 384,923 |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Revenues: | |||||||
Motor fuel sales to third parties | $ | 438,801 | $ | 347,504 | |||
Motor fuel sales to affiliates | 630,444 | 730,727 | |||||
Rental income | 1,364 | 1,629 | |||||
Other income | 2,045 | 1,299 | |||||
Total revenues | 1,072,654 | 1,081,159 | |||||
Cost of sales: | |||||||
Motor fuel cost of sales to third parties | 431,689 | 341,707 | |||||
Motor fuel cost of sales to affiliates | 630,444 | 723,309 | |||||
Other | 638 | 587 | |||||
Total cost of sales | 1,062,771 | 1,065,603 | |||||
Gross profit | 9,883 | 15,556 | |||||
Operating expenses: | |||||||
General and administrative | 2,649 | 3,899 | |||||
Other operating | 1,436 | 631 | |||||
Rent | 1,070 | 204 | |||||
Loss on disposal of assets | 111 | 22 | |||||
Depreciation, amortization and accretion | 1,884 | 1,821 | |||||
Total operating expenses | 7,150 | 6,577 | |||||
Income from operations | 2,733 | 8,979 | |||||
Interest expense, net | (87 | ) | (683 | ) | |||
Income before income taxes | 2,646 | 8,296 | |||||
Income tax expense | (972 | ) | (69 | ) | |||
Net income and comprehensive income | $ | 1,674 | $ | 8,227 |
Net income per limited partner unit: | |||||
Common | $ | 0.38 | |||
Subordinated | $ | 0.38 | |||
Limited partner units outstanding: | |||||
Common units - public | 10,925,000 | ||||
Common units - affiliated | 14,436 | ||||
Subordinated units - affiliated | 10,939,436 | ||||
Cash distribution per unit | $0.4375 |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Cash flows from operating activities: | |||||||
Net income | $ | 1,674 | $ | 8,227 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation, amortization and accretion | 1,884 | 1,821 | |||||
Amortization of deferred financing fees | — | 95 | |||||
Loss on disposal of assets and impairment charge | 111 | 22 | |||||
Non-cash stock based compensation | — | 405 | |||||
Deferred income tax | (39 | ) | 152 | ||||
Changes in operating assets and liabilities, net of effects of Contribution Agreement: | |||||||
Accounts receivable | (13,655 | ) | (8,541 | ) | |||
Accounts receivable from affiliates | (8,776 | ) | 2,242 | ||||
Inventories | (4,698 | ) | (21,027 | ) | |||
Other assets | 776 | 691 | |||||
Accounts payable | 29,213 | 30,668 | |||||
Accrued liabilities | (5,325 | ) | 2,625 | ||||
Other noncurrent liabilities | (209 | ) | (285 | ) | |||
Net cash provided by operating activities | 956 | 17,095 | |||||
Cash flows from investing activities: | |||||||
Capital expenditures | (1,078 | ) | (27,538 | ) | |||
Purchase of intangibles | (110 | ) | (314 | ) | |||
Purchase of marketable securities | — | (312,899 | ) | ||||
Redemption of marketable securities | — | 338,896 | |||||
Net cash used in investing activities | (1,188 | ) | (1,855 | ) | |||
Cash flows from financing activities: | |||||||
Revolving line of credit | — | 23,010 | |||||
Distributions to Parent | — | (4,792 | ) | ||||
Distribution to Unitholders | — | (4,780 | ) | ||||
Payments on long-term debt | (5 | ) | (26,105 | ) | |||
Net cash used in financing activities | (5 | ) | (12,667 | ) | |||
Net increase (decrease) in cash | (237 | ) | 2,573 | ||||
Cash and cash equivalents at beginning of year | 240 | 6,752 | |||||
Cash and cash equivalents at end of period | $ | 3 | $ | 9,325 |
1. | Organization and Principles of Consolidation |
• | SUSS contributed to Susser Petroleum Operating Company LLC (“SPOC”) substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included: |
• | SPC contributed its membership interests in T&C Wholesale LLC to SPOC. |
• | SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50% limited partner interest in the Partnership and all of the incentive distribution rights of the Partnership. |
• | Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel to SUSS' retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana. |
• | T&C Wholesale LLC ("TCW"), a Texas limited liability company, distributes motor fuels, propane and lubricating oils, primarily in Texas. |
• | Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, formed to, among other things, own and lease convenience store properties. |
2. | Initial Public Offering |
• | 14,436 common units and 10,939,436 subordinated units, representing an aggregate 50.1% limited partner interest in SUSP; |
• | All of the incentive distribution rights (as discussed in SUSP's partnership agreement); and |
• | An aggregate cash distribution of $206.0 million. |
3. | New Accounting Pronouncements |
4. | Accounts Receivable |
December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Accounts receivable, trade | $ | 32,906 | $ | 41,470 | |||
Other receivables | 205 | 268 | |||||
Allowance for uncollectible accounts, trade | (103 | ) | (189 | ) | |||
Accounts receivable, net | $ | 33,008 | $ | 41,549 |
5. | Inventories |
December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Fuel-consignment and dealers | $ | 1,960 | $ | 1,527 | |||
Fuel-wholesale and bulk | 340 | 21,778 | |||||
Other | 681 | 703 | |||||
Inventories, net | $ | 2,981 | $ | 24,008 |
6. | Property and Equipment |
December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Land | $ | 34,122 | $ | 40,738 | |||
Buildings and leasehold improvements | 23,589 | 37,642 | |||||
Equipment | 16,049 | 22,899 | |||||
Construction in progress | 2,905 | 2,907 | |||||
Total property and equipment | 76,665 | 104,186 | |||||
Less: Accumulated depreciation | (8,492 | ) | (9,437 | ) | |||
Property and equipment, net | $ | 68,173 | $ | 94,749 |
7. | Goodwill and Other Intangible Assets |
December 31, 2012 | March 31, 2013 | ||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Amortized | |||||||||||||||||||||||
Supply agreements | $ | 29,803 | $ | 8,674 | $ | 21,129 | $ | 30,047 | $ | 9,482 | $ | 20,565 | |||||||||||
Favorable leasehold arrangements, net | 236 | 39 | 197 | 236 | 42 | 194 | |||||||||||||||||
Loan origination costs | 1,907 | 102 | 1,805 | 1,907 | 197 | 1,710 | |||||||||||||||||
Other intangibles | 63 | 63 | — | 63 | 63 | — | |||||||||||||||||
Intangible assets, net | $ | 32,009 | $ | 8,878 | $ | 23,131 | $ | 32,253 | $ | 9,784 | $ | 22,469 |
8. | Long-Term Debt |
December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Term loan, bearing interest at Prime or LIBOR plus an applicable margin | $ | 148,166 | $ | 122,066 | |||
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 35,590 | 58,600 | |||||
Notes payable, bearing interest at 6% | 1,099 | 1,093 | |||||
Total debt | 184,855 | 181,759 | |||||
Less: Current maturities | 24 | 24 | |||||
Long-term debt, net of current maturities | $ | 184,831 | $ | 181,735 |
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
Level 2 | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; |
Level 3 | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
9. | Commitments and Contingencies |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Store base rent | $ | 659 | $ | 204 | |||
Equipment rent | 411 | — | |||||
Net rent expense | $ | 1,070 | $ | 204 |
10. | Interest Expense and Interest Income |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Cash interest expense | $ | 107 | $ | 696 | |||
Amortization of loan costs | — | 95 | |||||
Cash interest income | (20 | ) | (108 | ) | |||
Interest expense, net | $ | 87 | $ | 683 |
11. | Income Tax |
Three Months Ended | |||||||||||||
March 31, 2012 | March 31, 2013 | ||||||||||||
Predecessor | |||||||||||||
(in thousands) | Tax rate % | (in thousands) | Tax rate % | ||||||||||
Tax at statutory federal rate | $ | 926 | 35.0 | % | $ | 2,928 | 35.0 | % | |||||
Partnership earnings not subject to tax | — | — | % | (2,905 | ) | (34.7 | )% | ||||||
Corporate subsidiary earnings subject to tax | — | — | % | (23 | ) | (0.3 | )% | ||||||
State and local tax, net of federal benefit | 39 | 1.5 | % | 69 | 0.8 | % | |||||||
Other | 7 | 0.3 | % | — | — | % | |||||||
Tax expense per financial statement | $ | 972 | 36.8 | % | $ | 69 | 0.8 | % |
12. | Equity |
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Common Units | |||
Three Months Ended March 31, 2013 | |||
Distributions (a) | $ | 4,786 | |
Distributions in excess of income | (672 | ) | |
Limited partners' interest in net income | $ | 4,114 | |
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Subordinated Units | |||
Three Months Ended March 31, 2013 | |||
Distributions (a) | $ | 4,786 | |
Distributions in excess of income | (672 | ) | |
Limited partners' interest in net income | $ | 4,114 | |
(a) Distributions declared per unit | $0.4375 |
Marginal percentage interest in distributions | |||||||||
Total quarterly distribution per unit target amount | Unitholders | SUSS | |||||||
Minimum Quarterly Distribution | $ | 0.4375 | 100 | % | — | ||||
First Target Distribution | Above $0.4375 up to $0.503125 | 100 | % | — | |||||
Second Target Distribution | Above $0.503125 up to $0.546875 | 85 | % | 15 | % | ||||
Third Target Distribution | Above $0.546875 up to $0.656250 | 75 | % | 25 | % | ||||
Thereafter | Above $0.656250 | 50 | % | 50 | % |
13. | Equity-Based Compensation |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
Phantom common units | $ | — | $ | 123 | |||
Predecessor allocated expense | 235 | — | |||||
SUSS allocated expense | — | 281 | |||||
Total equity-based compensation expense | $ | 235 | $ | 404 |
Number of Phantom Common Units | Weighted-Average Grant Date Fair Value | |||||
Nonvested at December 31, 2011 | — | $ | — | |||
Granted | 32,500 | 23.09 | ||||
Nonvested at December 31, 2012 | 32,500 | 23.09 | ||||
Granted | 12,139 | 32.50 | ||||
Nonvested at March 31, 2013 | 44,639 | $ | 25.65 |
14. | Net Income per Unit |
Three Months Ended March 31, 2013 | |||
(dollars in thousands, except units and per unit amounts) | |||
Net income | $ | 8,227 | |
Less: General partner's interest in net income | — | ||
Limited partners' interest in net income | $ | 8,227 | |
Weighted average limited partner units outstanding: | |||
Common - basic | 10,939,436 | ||
Common - equivalents | 12,154 | ||
Common - diluted | 10,951,590 | ||
Subordinated - SUSS (basic and diluted) | 10,939,436 | ||
Net income per limited partner unit: | |||
Common - basic | $ | 0.38 | |
Common - diluted | $ | 0.38 | |
Subordinated - SUSS (basic and diluted) | $ | 0.38 |
15. | Related-Party Transactions |
• | Distribution agreement - a 10-year agreement under which we will be the exclusive distributor of motor fuel to SUSS' existing Stripes® convenience stores and independently operated consignment locations, and to all future sites purchased by SUSP pursuant to the sale and leaseback option under the Omnibus Agreement, at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon. In addition, all future motor fuel volumes purchased by SUSS for its own account will be added to the distribution agreement pursuant to the terms of the Omnibus Agreement. |
• | Transportation agreement - a 10-year transportation logistics agreement, pursuant to which SUSS will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by SUSS to third parties for the delivery of motor fuel. |
• | SUSS contributed to SPOC substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included: |
• | marketer, distributor and supply agreements, |
• | fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets, |
• | real property owned in fee and personal property, |
• | leases and subleases under which it was a tenant, and |
• | leases and subleases under which it was a landlord. |
• | SPC contributed its membership interests in T&C Wholesale to SPOC. |
• | SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership and all of the incentive distribution rights of the Partnership. |
• | The Partnership sells motor fuel to SUSS for resale at its Stripes® convenience stores and independently operated consignment locations. Motor fuel sales to affiliates for the period ended March 31, 2013, were $730.7 million and resulted in gross profit of $7.4 million. Prior to September 25, 2012, the Predecessor sold motor fuel to affiliates at zero gross profit. Additionally, we collect credit card receipts from the motor fuel suppliers on SUSS' behalf. |
• | SUSS charged us for general and administrative services under the Omnibus Agreement for oversight of the Partnership and its Predecessor. Such amounts include certain expenses allocated by SUSS for general corporate services, such as finance, internal audit and legal services, which are included in general and administrative expenses. These expenses were charged or allocated to the Partnership based on the nature of the expenses and our proportionate share of employee time and headcount, which management believes to be reasonable. SUSS charged us $0.2 million during the quarter ended March 31, 2013. |
• | We reimbursed SUSS for costs of employees supporting our operations of $2.7 million during the quarter ended March 31, 2013. Prior to the IPO, these expenses were incurred directly by the Predecessor. |
• | We distributed $4.8 million during the quarter ended March 31, 2013 to SUSS as regular distributions on its common and subordinated units. |
• | SUSS charged us for transportation services under the Transportation Contract for delivery of motor fuel to our customers of $11.6 million for the quarter ended March 31, 2013. Prior to the IPO, these expenses were incurred directly by the Predecessor. |
• | SUSS charged the Predecessor for rent expense on certain real estate, which was in turn subleased by the Predecessor to dealers, of $0.3 million for the quarter ended March 31, 2012. No rent expense was incurred subsequent to the IPO. |
• | We acquired six convenience store properties from SUSS for $26.1 million during the quarter ended March 31, 2013. These stores were leased back to SUSS. Since our IPO, we have acquired a total of 14 convenience store properties from SUSS, for a total cost of $55.1 million, through March 31, 2013. |
• | We charged SUSS rent on the convenience store properties which were purchased by us and leased back to them. For the quarter ended March 31, 2013, we charged $0.8 million to SUSS on these leases. |
• | Net accounts receivable from SUSS were $59.5 million and $57.3 million at December 31, 2012 and March 31, 2013, respectively. |
• | SUSS' business strategy and operations and SUSS' conflicts of interest with us; |
• | Renewal or renegotiation of our long-term distribution contracts with our customers; |
• | Changes in the price of and demand for the motor fuel that we distribute; |
• | Our dependence on two principal suppliers; |
• | Competition in the wholesale motor fuel distribution industry; |
• | Seasonal trends; |
• | Our ability to make acquisitions; |
• | Environmental laws and regulations; |
• | Dangers inherent in the storage of motor fuel; and |
• | Our reliance on SUSS for transportation services. |
• | Stripes® convenience stores, pursuant to the SUSS Distribution Contract; |
• | approximately 90 other independently operated consignment locations where SUSS sells motor fuel to retail customers, also pursuant to the SUSS Distribution Contract; |
• | approximately 490 convenience stores and retail fuel outlets operated by independent operators, which we refer to as "dealers," pursuant to long-term distribution agreements; and |
• | over 1,700 other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers. |
Three Months Ended | |||||||
March 31, 2012 (1) | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands, except for selling price and cents per gallons) | |||||||
Revenues: | |||||||
Motor fuel sales to third parties (2) | $ | 438,801 | $ | 347,504 | |||
Motor fuel sales to affiliates (2) | 630,444 | 730,727 | |||||
Rental income | 1,364 | 1,629 | |||||
Other income | 2,045 | 1,299 | |||||
Total revenue | 1,072,654 | 1,081,159 | |||||
Gross profit: | |||||||
Motor fuel gross profit to third parties (2) | 7,112 | 5,797 | |||||
Motor fuel gross profit to affiliates (2) | — | 7,418 | |||||
Rental income | 1,364 | 1,629 | |||||
Other | 1,407 | 712 | |||||
Total gross profit | 9,883 | 15,556 | |||||
Net income | $ | 1,674 | $ | 8,227 | |||
Adjusted EBITDA (3) | $ | 4,917 | $ | 11,227 | |||
Distributable cash flow (3) | $ | 10,435 | |||||
Operating Data: | |||||||
Total motor fuel gallons sold: | |||||||
Third-party | 141,582 | 115,831 | |||||
Affiliated gallons | 209,786 | 251,052 | |||||
Average wholesale selling price per gallon | $ | 3.04 | $ | 2.94 | |||
Motor fuel gross profit cents per gallon (2): | |||||||
Third-party | 5.0 | ¢ | 5.0 | ¢ | |||
Affiliated | 0.0 | ¢ | 3.0 | ¢ | |||
Volume-weighted average for all gallons | 2.0 | ¢ | 3.6 | ¢ | |||
(1) | Results represent Predecessor. |
(2) | For the first quarter 2012, affiliated sales only include sales to Stripes® convenience stores, for which our Predecessor historically received no margin, and third-party motor fuel sales and gross profit cents per gallon includes the motor fuel sold directly to independently operated consignment locations, as well as sales to third-party dealers and other commercial customers. Following our IPO on September 25, 2012, we sell fuel to SUSS for both Stripes® convenience stores and SUSS' independently operated consignment locations at a fixed profit margin of approximately three cents per gallon, and these sales are classified as affiliated sales. |
(3) | We define EBITDA as net income before net interest expense, income tax expense and depreciation and amortization expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. We define distributable cash flow as Adjusted EBITDA less cash interest expense, cash state franchise tax expense, maintenance capital expenditures, and other non-cash adjustments. Adjusted EBITDA and distributable cash flow are not financial measures calculated in accordance with GAAP. |
• | Adjusted EBITDA is used as a performance measure under our revolving credit facility; |
• | securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities; |
• | they are used by our management for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and |
• | distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating. |
• | they do not reflect our total cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
• | they do not reflect changes in, or cash requirements for, working capital; |
• | they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our revolving credit facility or term loan; |
• | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and |
• | because not all companies use identical calculations, our presentation of EBITDA, Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies. |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Net income | $ | 1,674 | $ | 8,227 | |||
Depreciation, amortization and accretion | 1,884 | 1,821 | |||||
Interest expense, net | 87 | 683 | |||||
Income tax expense | 972 | 69 | |||||
EBITDA | 4,617 | 10,800 | |||||
Non-cash stock-based compensation | 189 | 405 | |||||
Loss on disposal of assets and impairment charge | 111 | 22 | |||||
Adjusted EBITDA | $ | 4,917 | $ | 11,227 | |||
Cash interest expense | 587 | ||||||
State franchise tax expense (cash) | 69 | ||||||
Maintenance capital expenditures | 136 | ||||||
Distributable cash flow | $ | 10,435 |
Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Pro Forma | Actual | ||||||
(in thousands) | |||||||
Revenues: | |||||||
Motor fuel sales to third parties | $ | 351,845 | $ | 347,504 | |||
Motor fuel sales to affiliates | 722,496 | 730,727 | |||||
Rental income | 839 | 1,629 | |||||
Other income | 1,352 | 1,299 | |||||
Total revenue | 1,076,532 | 1,081,159 | |||||
Gross profit: | |||||||
Motor fuel sales to third parties | 4,813 | 5,797 | |||||
Motor fuel sales to affiliates | 7,123 | 7,418 | |||||
Rental income | 839 | 1,629 | |||||
Other | 729 | 712 | |||||
Total gross profit | $ | 13,504 | $ | 15,556 | |||
Operating Data: | |||||||
Motor fuel gallons sold: | |||||||
Third-party dealers and other commercial customers | 113,927 | 115,831 | |||||
Affiliated gallons | 237,441 | 251,052 | |||||
Total gallons sold | 351,368 | 366,883 | |||||
Motor fuel gross profit cents per gallon: | |||||||
Third-party | 4.2 | ¢ | 5.0 | ¢ | |||
Affiliated | 3.0 | ¢ | 3.0 | ¢ | |||
Volume-weighted average for all gallons | 3.4 | ¢ | 3.6 | ¢ | |||
As of | |||||
March 31, 2013 | |||||
Fee | Leased | ||||
Operating sites: | |||||
Wholesale dealer and consignment sites | 44 | 12 | |||
Stripes locations | 14 | — | |||
Total | 58 | 12 |
2011 | 2012 (a) | 2013 | |||||||||||||||||||||||||||||||||
1st QTR | 2nd QTR | 3rd QTR | 4th QTR | 1st QTR | 2nd QTR | 3rd QTR | 4th QTR | 1st QTR | |||||||||||||||||||||||||||
Predecessor | Predecessor | ||||||||||||||||||||||||||||||||||
(dollars and gallons in thousands) | |||||||||||||||||||||||||||||||||||
Motor fuel sales | $ | 848,719 | $ | 1,008,380 | $ | 987,738 | $ | 962,094 | $ | 1,069,244 | $ | 1,083,470 | $ | 1,106,118 | $ | 1,005,948 | $ | 1,078,231 | |||||||||||||||||
Rental and other income | 3,011 | 2,966 | 4,125 | 3,345 | 3,409 | 3,041 | 3,499 | 2,611 | 2,928 | ||||||||||||||||||||||||||
Total revenue | 851,730 | 1,011,346 | 991,863 | 965,439 | 1,072,653 | 1,086,511 | 1,109,617 | 1,008,559 | 1,081,159 | ||||||||||||||||||||||||||
Motor fuel gross profit | 6,217 | 9,841 | 7,720 | 7,439 | 7,112 | 11,570 | 9,799 | 12,591 | 13,215 | ||||||||||||||||||||||||||
Other gross profit | 2,617 | 2,348 | 3,816 | 3,025 | 2,771 | 2,610 | 3,029 | 2,020 | 2,341 | ||||||||||||||||||||||||||
Total gross profit | 8,834 | 12,189 | 11,536 | 10,464 | 9,883 | 14,180 | 12,828 | 14,611 | 15,556 | ||||||||||||||||||||||||||
Income from operations | 3,006 | 5,600 | 5,002 | 3,353 | 2,734 | 5,897 | 5,469 | 9,312 | 8,979 | ||||||||||||||||||||||||||
Net income (loss) | $ | 1,861 | $ | 3,527 | $ | 3,136 | $ | 2,074 | $ | 1,674 | $ | 3,703 | $ | 3,617 | $ | 8,576 | $ | 8,227 | |||||||||||||||||
Limited partners interest in net income subsequent to IPO: | — | — | — | — | — | — | 574 | 8,576 | 8,227 | ||||||||||||||||||||||||||
Net income per limited Partner unit: (b) | |||||||||||||||||||||||||||||||||||
Common (basic and diluted) | — | — | — | — | — | — | 0.03 | 0.39 | 0.38 | ||||||||||||||||||||||||||
Subordinated (basic and diluted) | — | — | — | — | — | — | 0.03 | 0.39 | 0.38 | ||||||||||||||||||||||||||
Fuel gallons | 311,098 | 322,641 | 330,903 | 347,768 | 351,368 | 369,028 | 367,362 | 362,188 | 366,882 | ||||||||||||||||||||||||||
Motor fuel margin - third party (c) | 5.1 | ¢ | 7.7 | ¢ | 5.9 | ¢ | 5.2 | ¢ | 5.0 | ¢ | 7.5 | ¢ | 6.3 | ¢ | 4.5 | ¢ | 5.0 | ¢ |
(a) | The information presented includes the results of operations of Predecessor for periods presented through September 24, 2012 and of SUSP for the period beginning September 25, 2012, the date SUSP commenced operations. |
(b) | Net income per unit is only calculated for the Partnership after the IPO as no units were outstanding prior to September 25, 2012. |
(c) | Excludes the impact of motor fuel sold to affiliates. |
• | Interest rate risk on short-term borrowings and |
• | The impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions. |
SUSSER PETROLEUM PARTNERS LP | ||
By | Susser Petroleum Partners GP LLC, its general partner | |
Date: May 15, 2013 | By | /s/ Mary E. Sullivan |
Mary E. Sullivan | ||
Executive Vice President and Chief Financial Officer (On behalf of the registrant, and in her capacity as principal financial officer and principal accounting officer) |
Exhibit No. | Description | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. | |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. | |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation | |
101.DEF | XBRL Taxonomy Extension Definition | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation |
1. | I have reviewed this quarterly report on Form 10-Q of Susser Petroleum Partners LP; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
(b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
(c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 15, 2013 | /s/ Sam L. Susser | |
Sam L. Susser | ||
President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Susser Petroleum Partners LP; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: | |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
(b) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
(c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 15, 2013 | /s/ Mary E. Sullivan | |
Mary E. Sullivan | ||
Executive Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
/s/ Sam L. Susser |
Sam L. Susser |
President and Chief Executive Officer |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. |
/s/ Mary E. Sullivan |
Mary E. Sullivan |
Executive Vice President and Chief Financial Officer |
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Debt Instrument [Line Items] | ||
Total debt | $ 181,759 | $ 184,855 |
Less: Current maturities | 24 | 24 |
Long-term debt, net of current maturities | 181,735 | 184,831 |
SUSP Term Loan [Member] | Term Loan [Member]
|
||
Debt Instrument [Line Items] | ||
Total debt | 122,066 | 148,166 |
Susser Petroleum Partners Revolver [Member] | Revolving Credit Agreement [Member]
|
||
Debt Instrument [Line Items] | ||
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 58,600 | 35,590 |
Notes Payable - 6% [Member] | Other Notes Payables [Member]
|
||
Debt Instrument [Line Items] | ||
Notes payable, bearing interest at 6% | $ 1,093 | $ 1,099 |
Equity (Details) (USD $)
|
0 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
May 07, 2013
|
Feb. 07, 2013
|
Sep. 24, 2012
|
Mar. 31, 2013
|
Mar. 31, 2013
Common Unitholders [Member]
|
Mar. 31, 2013
Common Unitholders - Public [Member]
|
Dec. 31, 2012
Common Unitholders - Public [Member]
|
Mar. 31, 2013
Common Unitholders - Affiliates [Member]
|
Dec. 31, 2012
Common Unitholders - Affiliates [Member]
|
Mar. 31, 2013
Subordinated Units [Member]
|
Dec. 31, 2012
Subordinated Units [Member]
|
Mar. 31, 2012
Predecessor [Member]
|
Mar. 31, 2013
Minimum Quarterly Distribution [Member]
|
Mar. 31, 2013
Minimum Quarterly Distribution, Prorated [Member]
|
Dec. 31, 2012
Minimum Quarterly Distribution, Prorated [Member]
|
Mar. 31, 2013
Minimum [Member]
First Target Distribution [Member]
|
Mar. 31, 2013
Minimum [Member]
Second Target Distribution [Member]
|
Mar. 31, 2013
Minimum [Member]
Third Target Distribution [Member]
|
Mar. 31, 2013
Minimum [Member]
Distributions Thereafter [Member]
|
Mar. 31, 2013
Maximum [Member]
First Target Distribution [Member]
|
Mar. 31, 2013
Maximum [Member]
Second Target Distribution [Member]
|
Mar. 31, 2013
Maximum [Member]
Third Target Distribution [Member]
|
Mar. 31, 2013
SUSS [Member]
Minimum Quarterly Distribution [Member]
|
Mar. 31, 2013
SUSS [Member]
First Target Distribution [Member]
|
Mar. 31, 2013
SUSS [Member]
Second Target Distribution [Member]
|
Mar. 31, 2013
SUSS [Member]
Third Target Distribution [Member]
|
Mar. 31, 2013
SUSS [Member]
Distributions Thereafter [Member]
|
Mar. 31, 2013
Common Unitholders [Member]
Minimum Quarterly Distribution [Member]
|
Mar. 31, 2013
Common Unitholders [Member]
First Target Distribution [Member]
|
Mar. 31, 2013
Common Unitholders [Member]
Second Target Distribution [Member]
|
Mar. 31, 2013
Common Unitholders [Member]
Third Target Distribution [Member]
|
Mar. 31, 2013
Common Unitholders [Member]
Distributions Thereafter [Member]
|
Mar. 31, 2013
SUSS [Member]
|
Sep. 25, 2012
SUSS [Member]
|
Mar. 31, 2013
IPO [Member]
SUSS [Member]
Common Units [Member]
|
Sep. 29, 2012
IPO [Member]
SUSS [Member]
Common Units [Member]
|
Sep. 25, 2012
IPO [Member]
SUSS [Member]
Common Units [Member]
|
Mar. 31, 2013
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
|
Sep. 29, 2012
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
|
Sep. 25, 2012
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
|
|
Schedule of Partners' Capital [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Limited Partners' Capital Account, Units Outstanding | 10,925,000 | 10,925,000 | 14,436 | 14,436 | 10,939,436 | 10,939,436 | 14,436 | 14,436 | 14,436 | 10,939,436 | 10,939,436 | 10,939,436 | ||||||||||||||||||||||||||||
Ownership Percentage | 50.10% | 50.10% | ||||||||||||||||||||||||||||||||||||||
Units sold in IPO | 10,925,000 | |||||||||||||||||||||||||||||||||||||||
Net income | $ 8,227,000 | $ 4,114,000 | $ 4,114,000 | $ 1,674,000 | ||||||||||||||||||||||||||||||||||||
Distributions Made to Members or Limited Partners [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Distributions | 4,786,000 | 4,786,000 | ||||||||||||||||||||||||||||||||||||||
Undistributed earnings | (672,000) | (672,000) | ||||||||||||||||||||||||||||||||||||||
Net income | 8,227,000 | 4,114,000 | 4,114,000 | 1,674,000 | ||||||||||||||||||||||||||||||||||||
Incentive Distributions, Members or Limited Partners [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Total quarterly distribution per unit target amount | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.4375 | $ 0.503125 | $ 0.546875 | $ 0.656250 | $ 0.503125 | $ 0.546875 | $ 0.656250 | ||||||||||||||||||||||||||||||
Marginal percentage interest in distributions | 0.00% | 0.00% | 15.00% | 25.00% | 50.00% | 100.00% | 100.00% | 85.00% | 75.00% | 50.00% | ||||||||||||||||||||||||||||||
Distribution Made to Member or Limited Partner, Cash Distributions Declared | $ 9,600,000 | $ 9,600,000 |
Interest Expense And Interest Income (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
Predecessor [Member]
|
|
Interest Expense and Interest Income [Line Items] | ||
Cash interest expense | $ 696 | $ 107 |
Amortization of loan costs | 95 | 0 |
Cash Interest Income | (108) | (20) |
Interest expense, net | $ 683 | $ 87 |
Organization and Principles of Consolidation (Details)
|
1 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Sep. 24, 2012
|
Sep. 29, 2012
SUSS [Member]
|
Mar. 31, 2013
SUSS [Member]
IPO [Member]
Common Units [Member]
|
Sep. 29, 2012
SUSS [Member]
IPO [Member]
Common Units [Member]
|
Sep. 25, 2012
SUSS [Member]
IPO [Member]
Common Units [Member]
|
Mar. 31, 2013
SUSS [Member]
IPO [Member]
Subordinated Units [Member]
|
Sep. 29, 2012
SUSS [Member]
IPO [Member]
Subordinated Units [Member]
|
Sep. 25, 2012
SUSS [Member]
IPO [Member]
Subordinated Units [Member]
|
|
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Units sold in IPO | 10,925,000 | |||||||
Limited Partners' Capital Account, Units Outstanding | 14,436 | 14,436 | 14,436 | 10,939,436 | 10,939,436 | 10,939,436 | ||
Limited partner interest in partnership, Percentage Common Units | 0.07% | |||||||
Limited partner units issued Percentage ownership, subordinate units | 50.00% |
Goodwill and Other Intangible Assets (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets |
|
Long-Term Debt (Guaranty of Debt) (Details) (SUSS [Member], Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $)
In Millions, unless otherwise specified |
Sep. 29, 2012
|
Sep. 25, 2012
|
---|---|---|
SUSS [Member] | Revolving Credit Facility and Term Loan [Member] | Guaranty of Collection [Member]
|
||
Debt Instrument [Line Items] | ||
Amount of debt guaranteed | $ 180.7 | $ 180.7 |
Property And Equipment (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 104,186 | $ 76,665 |
Accumulated depreciation | (9,437) | (8,492) |
Property and equipment, net | 94,749 | 68,173 |
Land [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 40,738 | 34,122 |
Buildings and leasehold improvements [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 37,642 | 23,589 |
Equipment [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 22,899 | 16,049 |
Construction in progress [Member]
|
||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,907 | $ 2,905 |
Related-Party Transactions (Details) (USD $)
|
1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 24, 2012
|
Mar. 31, 2013
stores
|
Dec. 31, 2012
|
Mar. 31, 2013
SUSS [Member]
agreement
stores
|
Sep. 29, 2012
SUSS [Member]
|
Sep. 25, 2012
SUSS [Member]
|
Mar. 31, 2012
Predecessor [Member]
|
Mar. 31, 2013
Predecessor [Member]
SUSS [Member]
|
Mar. 31, 2013
IPO [Member]
Common Units [Member]
SUSS [Member]
|
Sep. 29, 2012
IPO [Member]
Common Units [Member]
SUSS [Member]
|
Sep. 25, 2012
IPO [Member]
Common Units [Member]
SUSS [Member]
|
Mar. 31, 2013
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
|
Sep. 29, 2012
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
|
Sep. 25, 2012
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
|
Mar. 31, 2013
Common Unitholders [Member]
Successor [Member]
|
Mar. 31, 2013
IPO [Member]
stores
|
|
Related Party Transaction [Line Items] | ||||||||||||||||
Number of long-term commercial agreements | 2 | |||||||||||||||
Distribution agreement term | 10 years | |||||||||||||||
Margin on transportation costs | 0.03 | |||||||||||||||
Transportation agreement term | 10 years | |||||||||||||||
Purchase option term | 3 years | |||||||||||||||
Number of convenience stores | 75 | |||||||||||||||
Initial term | 15 years | |||||||||||||||
Exclusive distributor term | 10 years | |||||||||||||||
Participation in acquisitions term | 10 years | |||||||||||||||
Limited partner units outstanding | 14,436 | 14,436 | 14,436 | 10,939,436 | 10,939,436 | 10,939,436 | ||||||||||
Limited partner units issued Percentage ownership, subordinate units | 50.00% | |||||||||||||||
Percentage common units | 0.07% | |||||||||||||||
Ownership Percentage | 50.10% | 50.10% | ||||||||||||||
Units sold in IPO | 10,925,000 | |||||||||||||||
Motor fuel sales to affiliates | $ 730,727,000 | $ 630,444,000 | ||||||||||||||
Gross profit from related parties | 7,400,000 | |||||||||||||||
General and administrative expenses from related parties | 200,000 | |||||||||||||||
Receivables from affiliates | 57,301,000 | 59,543,000 | ||||||||||||||
Reimbursement costs of employees supporting operations | 2,700,000 | |||||||||||||||
Distribution amount | 4,800,000 | |||||||||||||||
Charge for transportation services | 11,600,000 | |||||||||||||||
Rent expense | 800,000 | 300,000 | ||||||||||||||
Number of convenience store properties acquired | 6 | 14 | ||||||||||||||
Cost for convenience stores acquired | $ 26,100,000 | $ 55,100,000 |
Accounts Receivable
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable | Accounts Receivable Accounts receivable, excluding receivables from affiliates, consisted of the following:
Accounts receivable from affiliates are $59.5 million and $57.3 million as of December 31, 2012 and March 31, 2013, respectively. For additional information regarding our affiliated receivables, see Note 15. |