Delaware
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30-0740483
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Units Representing Limited Partner Interests, $.01 par value
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New York Stock Exchange (NYSE)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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Item 1.
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1
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Item 1A.
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8
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Item 1B.
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22
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Item 2.
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22
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Item 3.
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22
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Item 4.
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22
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Item 5.
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23
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Item 6.
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24
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Item 7.
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26
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Item 7A.
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40
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Item 8.
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41
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Item 9.
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41
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Item 9A.
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41
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Item 9B.
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42
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Item 10.
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43
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Item 11.
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46
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Item 12.
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53
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Item 13.
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55
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Item 14.
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57
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Item 15.
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59
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60
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•
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A fuel distribution agreement (the “SUSS Distribution Contract”), pursuant to which we are the exclusive distributor of motor fuel to SUSS' existing
Stripes
® convenience stores and independently operated consignment locations, and to all future sites purchased by the Partnership pursuant to the sale and leaseback option under the Omnibus Agreement. Under the SUSS Distribution Contract, motor fuel is purchased from us at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon, for a period of ten years. In addition, all future motor fuel volumes purchased by SUSS for its own account will be added to the SUSS Distribution Contract pursuant to the terms of our Omnibus Agreement; and
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•
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A Transportation Contract (the “SUSS Transportation Contract”), pursuant to which SUSS arranges for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged to third parties for the delivery of motor fuel, with the cost being entirely passed along to our customers, including SUSS.
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Year Ended December 31,
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|||||||||||||
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2009
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2010
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2011
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2012 (1)
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2013
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Customer Group
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|||||
Affiliates
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707,106
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739,104
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789,578
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889,755
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1,053,259
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Third‑party dealers and other commercial customers
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494,821
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494,209
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522,832
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560,191
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517,775
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Total
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1,201,927
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1,233,313
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1,312,410
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1,449,946
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1,571,034
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Year Ended December 31,
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|||||||||||||
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2009
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2010
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2011
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2012 (1)
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2013
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Customer Group
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Affiliates
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526
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526
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541
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648
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662
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Third‑party contracted dealer locations
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390
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431
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565
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490
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504
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Total
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916
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957
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1,106
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1,138
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1,166
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•
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requiring remedial action to mitigate releases of hydrocarbons, hazardous substances or wastes caused by our operations or attributable to former operators;
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requiring capital expenditures to comply with environmental control requirements; and
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enjoining the operations of facilities deemed to be in noncompliance with environmental laws and regulations.
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•
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competitive pressures from convenience stores, gasoline stations, and non-traditional fuel retailers such as supermarkets, club stores and mass merchants located in SUSS' markets;
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volatility in prices for motor fuel, which could adversely impact consumer demand for motor fuel;
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increasing consumer preferences for alternative motor fuels, or improvements in fuel efficiency;
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seasonal trends in the convenience store industry, which significantly impact SUSS' motor fuel sales;
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the impact of severe or unfavorable weather conditions on SUSS' facilities or communications networks, or on consumer behavior, travel and convenience store traffic patterns;
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•
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cross‑border risks associated with the concentration of SUSS' stores in markets bordering Mexico;
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•
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SUSS' dependence on information technology systems;
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SUSS' ability to build or acquire and successfully integrate new stores;
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the operation of SUSS' retail stores in close proximity to stores of our other customers; and
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risks relating to SUSS' dependence on us for cash flow generation.
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demand for motor fuel in the markets we serve, including seasonal fluctuations in demand for motor fuel;
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competition from other companies that sell motor fuel products in our market areas;
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regulatory action affecting the supply of or demand for motor fuel, our operations, our existing contracts or our operating costs;
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prevailing economic conditions; and
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volatility of prices for motor fuel.
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the level and timing of capital expenditures we make;
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the cost of acquisitions, if any;
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our debt service requirements and other liabilities;
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fluctuations in our working capital needs;
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reimbursements made to our general partner and its affiliates for all direct and indirect expenses they incur on our behalf pursuant to the partnership agreement;
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our ability to borrow funds and access capital markets;
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restrictions contained in debt agreements to which we are a party; and
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the amount of cash reserves established by our general partner.
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competition in targeted market areas;
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the inability to identify and acquire suitable sites for new stores or to negotiate acceptable leases for such sites;
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difficulties in adapting distribution and other operational and management systems to an expanded network of stores;
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the potential inability to obtain adequate financing to fund its expansion; and
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difficulties in obtaining governmental and other third‑party consents, permits and licenses needed to construct and operate additional stores.
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we are unable to identify attractive acquisition opportunities or negotiate acceptable terms;
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we are unable to reach an agreement with SUSS regarding the terms of jointly pursued acquisitions;
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we are unable to raise financing for such acquisitions on economically acceptable terms; or
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we are outbid by competitors.
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we may not be able to obtain the cost savings and financial improvements we anticipate or acquired assets may not perform as we expect;
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we may not be able to successfully integrate the businesses we acquire;
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we may fail or be unable to discover some of the liabilities of businesses that we acquire, including liabilities resulting from a prior owner's noncompliance with applicable federal, state or local laws;
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acquisitions may divert the attention of our senior management from focusing on our core business;
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we may experience a decrease in our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions; and
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we face the risk that our existing financial controls, information systems, management resources and human resources will need to grow to support future growth.
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making it more difficult for us to satisfy our obligations with respect to our credit agreement governing our revolving credit facility;
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limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, the execution of our growth strategy and other activities;
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requiring us to dedicate a substantial portion of our cash flow from operations to pay interest on our debt, which would reduce our cash flow available to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other activities;
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making us more vulnerable to adverse changes in general economic conditions, our industry and government regulations and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions; and
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placing us at a competitive disadvantage compared with our competitors that have less debt.
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Incur additional debt or issue guarantees;
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Incur or permit liens to exist on certain property;
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Make certain investments, acquisitions or other restricted payments;
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Modify or terminate certain material contracts; and
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Merge or dispose of all or substantially all of our assets.
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Neither our partnership agreement nor any other agreement requires SUSS to pursue a business strategy that favors us. The affiliates of our general partner have fiduciary duties to make decisions in their own best interests and in the best interest of their owners, which may be contrary to our interests. In addition, our general partner is allowed to take into account the interests of parties other than us or our unitholders, such as SUSS, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders.
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All of the officers and certain of the directors of our general partner are also officers and/or directors of SUSS and owe fiduciary duties to SUSS. Certain officers of our general partner will also devote significant time to the business of SUSS and will be compensated by SUSS accordingly.
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Other than as provided in the Omnibus Agreement, SUSS is not limited in its ability to compete with us and may offer business opportunities or sell assets to parties other than us.
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The limited partner interests that SUSS owns permit it to effectively control any vote of our limited partners. SUSS is entitled to vote its units in accordance with its own interests, which may be contrary to the interests of our other unitholders.
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Our partnership agreement limits the liability of, and reduces the fiduciary duties owed by, our general partner and also restricts the remedies available to unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty. As a result of purchasing common units, unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law.
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Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.
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Our general partner determines the amount and timing of asset purchases and sales, borrowings, repayment of indebtedness and issuances of additional partnership securities and the level of reserves, each of which can affect the amount of cash that is distributed to our unitholders.
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Our general partner determines whether or not to purchase and lease stores to SUSS pursuant to our 75 store option.
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Our general partner determines the amount and timing of any capital expenditure and whether a capital expenditure is classified as a maintenance capital expenditure or an expansion capital expenditure. These determinations can affect the amount of cash that is distributed to our unitholders which, in turn, affects the ability of the subordinated units to convert to common units.
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Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period.
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Our partnership agreement permits us to distribute up to $25 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions on our subordinated units or the incentive distribution rights.
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Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.
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Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with its affiliates on our behalf. There is no limitation on the amounts our general partner can cause us to pay it or its affiliates.
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Our general partner has limited its liability regarding our contractual and other obligations.
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Our general partner may exercise its right to call and purchase common units if it and its affiliates own more than 80% of the common units.
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Our general partner controls the enforcement of obligations owed to us by it and its affiliates. In addition, our general partner will decide whether to retain separate counsel or others to perform services for us.
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SUSS may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to SUSS' incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.
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Our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to its capacity as general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, our common unitholders. Decisions made by our general partner in its individual capacity will be made by SUSS, as the owner of our general partner, and not by the board of directors of our general partner. Examples of these decisions include:
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Whether to exercise its limited call right;
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How to exercise its voting rights with respect to any units it may own;
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Whether to exercise its registration rights; and
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Whether or not to consent to any merger or consolidation or amendment to our partnership agreement.
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•
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Our partnership agreement provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as general partner so long as it acted in good faith, meaning it believed that the decisions were not adverse to the interests of our partnership.
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Our partnership agreement provides that our general partner and the officers and directors of our general partner will not be liable for monetary damages to us for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or those persons acted in bad faith or, in the case of a criminal matter, acted with knowledge that such person's conduct was criminal.
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Our partnership agreement provides that our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or our limited partners with respect to any transaction involving an affiliate if the transaction with an affiliate or the resolution of a conflict of interest is:
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•
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approved by the conflicts committee of the board of directors of our general partner, although our general partner is not obligated to seek such approval; or
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approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner and its affiliates; or
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the board of directors of our general partner acted in good faith in taking any action or failing to act.
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Leased Locations by Expirations
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Owned
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0-5 Years
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6-10 Years
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11-15 Years
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16 + Years
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Total
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||||||
Wholesale dealer and consignment sites
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46
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—
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9
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3
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—
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58
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Stripes locations
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33
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—
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—
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—
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—
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33
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Total
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79
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0
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9
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3
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0
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91
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Sales Price per Common Unit
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Quarterly Cash Distribution per Unit
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High
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Low
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Distribution Date
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Record Date
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|||||||
Quarter Ended
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December 31, 2013
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$
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36.66
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$
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30.05
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$
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0.4851
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February 28, 2014
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February 18, 2014
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September 30, 2013
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$
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32.84
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$
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28.64
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$
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0.4687
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November 29, 2013
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November 19, 2013
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June 30, 2013
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$
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32.78
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$
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26.80
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$
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0.4528
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August 29, 2013
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August 19, 2013
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March 31, 2013
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$
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33.41
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$
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25.42
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$
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0.4375
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May 30, 2013
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May 20, 2013
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December 31, 2012
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$
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26.34
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$
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23.09
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$
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0.4375
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March 1, 2013
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February 19, 2013
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September 30, 2012 (1)
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$
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24.10
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$
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22.52
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$
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0.0285
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November 29, 2012
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November 19, 2012
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less
, the amount of cash reserves established by our general partner at the date of determination of available cash for the quarter to:
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•
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provide for the proper conduct of our business;
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•
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comply with applicable law, any of our debt instruments or other agreements or any other obligation; or
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•
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provide funds for distributions to our unitholders for any one or more of the next four quarters (provided that our general partner may not establish cash reserves for distributions unless it determines that the establishment of those reserves will not prevent us from distributing the minimum quarterly distribution on all common units and any cumulative arrearages on such common units for the current quarter);
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Marginal percentage interest in distributions
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||||
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Total quarterly distribution per unit target amount
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Unitholders
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SUSS
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Minimum Quarterly Distribution
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$0.4375
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100
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%
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—
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First Target Distribution
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Above $0.4375 up to $0.503125
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100
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%
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—
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Second Target Distribution
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Above $0.503125 up to $0.546875
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85
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%
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15
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%
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Third Target Distribution
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Above $0.546875 up to $0.656250
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75
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%
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25
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%
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Thereafter
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Above $0.656250
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50
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%
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50
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%
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Predecessor Historical
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Year Ended December 31,
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2009
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2010
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2011
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2012 (1)
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2013
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||||||||||
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(in thousands, except per unit data)
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||||||||||||||||||
Statement of Income Data:
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||||||||||
Revenues:
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||||||||||
Motor fuel sales to third parties (3)
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$
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918,247
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$
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1,139,960
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|
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$
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1,603,745
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|
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$
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1,738,096
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|
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$
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1,502,786
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Motor fuel sales to affiliates
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1,205,890
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|
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1,578,653
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2,257,788
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2,570,757
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|
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2,974,122
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|
|||||
Rental income
|
4,245
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|
|
5,351
|
|
|
5,467
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|
|
5,045
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|
|
10,060
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|
|||||
Other income
|
7,462
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|
|
5,515
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|
|
7,980
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|
|
7,514
|
|
|
5,611
|
|
|||||
Total revenues (3)
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2,135,844
|
|
|
2,729,479
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|
|
3,874,980
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4,321,412
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|
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4,492,579
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|
|||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
||||||||||
Motor fuel sales to third parties
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20,584
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|
|
26,065
|
|
|
31,217
|
|
|
33,292
|
|
|
26,307
|
|
|||||
Motor fuel sales to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
7,781
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|
|
31,597
|
|
|||||
Rental income
|
4,245
|
|
|
5,351
|
|
|
5,467
|
|
|
5,045
|
|
|
10,060
|
|
|||||
Other
|
7,501
|
|
|
4,683
|
|
|
6,339
|
|
|
5,384
|
|
|
3,000
|
|
|||||
Total gross profit
|
32,330
|
|
|
36,099
|
|
|
43,023
|
|
|
51,502
|
|
|
70,964
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
13,899
|
|
|
16,506
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|
|
19,751
|
|
|
20,718
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|
|
21,015
|
|
|||||
Loss (gain) on disposal of assets
|
(6
|
)
|
|
86
|
|
|
221
|
|
|
341
|
|
|
324
|
|
|||||
Depreciation, amortization and accretion
|
4,901
|
|
|
4,771
|
|
|
6,090
|
|
|
7,031
|
|
|
8,687
|
|
|||||
Total operating expenses
|
18,794
|
|
|
21,363
|
|
|
26,062
|
|
|
28,090
|
|
|
30,026
|
|
|||||
Income from operations
|
13,536
|
|
|
14,736
|
|
|
16,961
|
|
|
23,412
|
|
|
40,938
|
|
|||||
Interest expense, net
|
191
|
|
|
284
|
|
|
324
|
|
|
809
|
|
|
3,471
|
|
|||||
Income tax expense
|
4,831
|
|
|
5,236
|
|
|
6,039
|
|
|
5,033
|
|
|
440
|
|
|||||
Net income
|
$
|
8,514
|
|
|
$
|
9,216
|
|
|
$
|
10,598
|
|
|
$
|
17,570
|
|
|
$
|
37,027
|
|
Net income per limited partner unit (2)
|
|
|
|
|
|
|
$
|
0.42
|
|
|
$
|
1.69
|
|
||||||
Cash distribution per unit (2)
|
|
|
|
|
|
|
$
|
0.47
|
|
|
$
|
1.84
|
|
||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
9,833
|
|
|
$
|
17,469
|
|
|
$
|
14,665
|
|
|
$
|
16,488
|
|
|
$
|
50,680
|
|
Investing activities
|
$
|
(11,025
|
)
|
|
$
|
(14,308
|
)
|
|
$
|
(19,153
|
)
|
|
$
|
(190,949
|
)
|
|
$
|
6,358
|
|
Financing activities
|
$
|
—
|
|
|
$
|
1,142
|
|
|
$
|
(21
|
)
|
|
$
|
180,973
|
|
|
$
|
(55,640
|
)
|
|
Predecessor Historical
|
|
|
|
|
||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
446
|
|
|
$
|
4,749
|
|
|
$
|
240
|
|
|
$
|
6,752
|
|
|
$
|
8,150
|
|
Property and equipment, net
|
47,602
|
|
|
35,247
|
|
|
39,049
|
|
|
68,173
|
|
|
180,127
|
|
|||||
Total assets
|
192,857
|
|
|
202,587
|
|
|
231,316
|
|
|
355,800
|
|
|
390,084
|
|
|||||
Total liabilities
|
96,858
|
|
|
97,372
|
|
|
115,503
|
|
|
277,468
|
|
|
310,391
|
|
|||||
Total equity
|
95,999
|
|
|
105,215
|
|
|
115,813
|
|
|
78,332
|
|
|
79,693
|
|
|||||
|
|
|
|
|
|
|
|
|
|
•
|
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, tax and other federal, state and local 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
10
independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;
|
•
|
over
490
convenience stores and retail fuel outlets operated by independent operators, which we refer to as "dealers," pursuant to long-term distribution agreements; and
|
•
|
approximately
1,900
other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
|
•
|
Motor fuel gallons sold.
One of the primary drivers of our business is the total volume of motor fuel sold. Our long-term fuel distribution contracts with our customers, including SUSS, typically provide that we will distribute motor fuel at a fixed, volume‑based profit margin. As a result, our gross profit is directly tied to the volume of motor fuel that we distribute.
|
•
|
Gross profit per gallon.
Gross profit per gallon reflects the gross profit on motor fuel divided by the number of gallons sold, which we typically express in terms of cents per gallon. Historically, sales of motor fuel to SUSS' retail convenience stores have been at cost and therefore, our Predecessor earned profits only on gallons sold to third parties. Pursuant to the SUSS Distribution Contract, we receive a fixed profit margin per gallon on all of the motor fuel we distribute to
Stripes
® convenience stores and to SUSS' consignment locations. The financial impact of this fee, if it had been generated on our historical volumes sold, is reflected in our discussion of pro forma results of operations later in this section. Our gross profit per gallon varies among our third‑party customers and is impacted by the availability of certain discounts and rebates from our suppliers. Pursuant to the SUSS Transportation Contract, SUSS arranges for motor fuel to be delivered from our suppliers to our customers, with the costs being passed entirely along to our customers. As a result, our cost to purchase fuel and any transp
|
•
|
Adjusted EBITDA and distributable cash flow.
We define Adjusted EBITDA as net income before net interest expense, income taxes and depreciation, amortization and accretion, as further adjusted to exclude allocated non-cash stock‑based compensation expense and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing core operations, such as the gain or loss on disposal of assets. We define distributable cash flow as Adjusted EBITDA less cash interest expense, cash state franchise expense, maintenance capital expenditures and other non-cash adjustments.
|
•
|
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 as performance measures under our revolving credit facility; and
|
•
|
they are used by our management for internal planning purposes, including aspects of our consolidated operating budget and capital expenditures.
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31, 2012 (1)
|
|
December 31, 2013
|
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(dollars and gallons in thousands, except motor fuel pricing and gross profit per gallon)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Motor fuel sales to third parties (2) (3)
|
$
|
1,603,745
|
|
|
$
|
1,738,096
|
|
|
$
|
1,502,786
|
|
Motor fuel sales to affiliates (2)
|
2,257,788
|
|
|
2,570,757
|
|
|
2,974,122
|
|
|||
Rental income
|
5,467
|
|
|
5,045
|
|
|
10,060
|
|
|||
Other income
|
7,980
|
|
|
7,514
|
|
|
5,611
|
|
|||
Total revenue (3)
|
$
|
3,874,980
|
|
|
$
|
4,321,412
|
|
|
$
|
4,492,579
|
|
Gross profit:
|
|
|
|
|
|
||||||
Motor fuel gross profit to third parties (2)
|
$
|
31,217
|
|
|
$
|
33,292
|
|
|
$
|
26,307
|
|
Motor fuel gross profit to affiliates (2)
|
—
|
|
|
7,781
|
|
|
31,597
|
|
|||
Rental income
|
5,467
|
|
|
5,045
|
|
|
10,060
|
|
|||
Other
|
6,339
|
|
|
5,384
|
|
|
3,000
|
|
|||
Total gross profit
|
$
|
43,023
|
|
|
$
|
51,502
|
|
|
$
|
70,964
|
|
Net income
|
$
|
10,598
|
|
|
$
|
17,570
|
|
|
$
|
37,027
|
|
Adjusted EBITDA (4)
|
$
|
23,979
|
|
|
$
|
31,695
|
|
|
$
|
51,885
|
|
Distributable cash flow (4)
|
|
|
$
|
10,457
|
|
|
$
|
47,679
|
|
||
Operating Data:
|
|
|
|
|
|
||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
||||||
Third-party gallons
|
522,832
|
|
|
560,191
|
|
|
517,775
|
|
|||
Affiliated gallons
|
789,578
|
|
|
889,755
|
|
|
1,053,259
|
|
|||
Average wholesale selling price per gallon
|
$
|
2.94
|
|
|
$
|
2.97
|
|
|
$
|
2.85
|
|
Motor fuel gross profit cents per gallon (2):
|
|
|
|
|
|
||||||
Third-party
|
|
6.0
|
¢
|
|
|
5.9
|
¢
|
|
|
5.1
|
¢
|
Affiliated
|
|
0.0
|
¢
|
|
|
0.9
|
¢
|
|
|
3.0
|
¢
|
Volume-weighted average for all gallons
|
|
2.4
|
¢
|
|
|
2.8
|
¢
|
|
|
3.7
|
¢
|
|
|
|
|
|
|
(1)
|
Results represent Predecessor activity prior to September 25, 2012 and Partnership activity beginning September 25, 2012. See the disaggregated results in the table below.
|
(2)
|
For the periods presented prior to September 25, 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. As a result, volumes sold to consignment locations are included in the calculation of third-party motor fuel revenue and gross profit in the historical operating data prior to September 25, 2012, and in the calculation of affiliated motor fuel gross profit cents per gallon in the historical data beginning September 25, 2012.
|
(3)
|
In 2013, we revised our presentation of fuel taxes on motor fuel sales at our consignment locations to present such fuel taxes gross in motor fuel sales. Prior years' motor fuel sales have been adjusted to reflect this revision.
|
(4)
|
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. Distributable cash flow for the year ended December 31, 2012 does not include results related to our Predecessor prior to September 25, 2012.
|
•
|
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.
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
10,598
|
|
|
$
|
17,570
|
|
|
$
|
37,027
|
|
Depreciation, amortization and accretion
|
6,090
|
|
|
7,031
|
|
|
8,687
|
|
|||
Interest expense, net
|
324
|
|
|
809
|
|
|
3,471
|
|
|||
Income tax expense
|
6,039
|
|
|
5,033
|
|
|
440
|
|
|||
EBITDA
|
23,051
|
|
|
30,443
|
|
|
49,625
|
|
|||
Non-cash stock-based compensation
|
707
|
|
|
911
|
|
|
1,936
|
|
|||
Loss on disposal of assets and impairment charge
|
221
|
|
|
341
|
|
|
324
|
|
|||
Adjusted EBITDA
|
$
|
23,979
|
|
|
$
|
31,695
|
|
|
$
|
51,885
|
|
Cash interest expense
|
|
|
|
|
3,090
|
|
|||||
State franchise tax expense (cash)
|
|
|
|
|
302
|
|
|||||
Maintenance capital expenditures
|
|
|
|
|
814
|
|
|||||
Distributable cash flow
|
|
|
|
|
$
|
47,679
|
|
|
Susser Petroleum Company LLC Predecessor
|
|
Susser Petroleum Partners LP
|
|
|
||||||
|
January 1, 2012 Through September 24, 2012
|
|
September 25, 2012 Through
December 31, 2012
|
|
Year Ended
December 31, 2012
|
||||||
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Motor fuel sales to third parties (a)
|
$
|
1,381,829
|
|
|
$
|
356,267
|
|
|
$
|
1,738,096
|
|
Motor fuel sales to affiliates
|
1,848,655
|
|
|
722,102
|
|
|
2,570,757
|
|
|||
Rental income
|
4,023
|
|
|
1,022
|
|
|
5,045
|
|
|||
Other income
|
5,764
|
|
|
1,750
|
|
|
7,514
|
|
|||
Total revenue (a)
|
3,240,271
|
|
|
1,081,141
|
|
|
4,321,412
|
|
|||
Gross profit:
|
|
|
|
|
|
||||||
Motor fuel gross profit to third parties
|
27,678
|
|
|
5,614
|
|
|
33,292
|
|
|||
Motor fuel gross profit to affiliates
|
6
|
|
|
7,775
|
|
|
7,781
|
|
|||
Rental income
|
4,023
|
|
|
1,022
|
|
|
5,045
|
|
|||
Other
|
4,287
|
|
|
1,097
|
|
|
5,384
|
|
|||
Total gross profit
|
35,994
|
|
|
15,508
|
|
|
51,502
|
|
|||
Net income
|
$
|
8,420
|
|
|
$
|
9,150
|
|
|
$
|
17,570
|
|
Adjusted EBITDA (b)
|
$
|
20,272
|
|
|
$
|
11,423
|
|
|
$
|
31,695
|
|
Distributable cash flow (b)
|
|
|
$
|
10,457
|
|
|
|
|
Susser Petroleum Company LLC Predecessor
|
|
Susser Petroleum Partners LP
|
|
|
||||||
|
January 1, 2012 Through September 24, 2012
|
|
September 25, 2012 Through
December 31, 2012
|
|
Year Ended
December 31, 2012
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
8,420
|
|
|
$
|
9,150
|
|
|
$
|
17,570
|
|
Depreciation, amortization and accretion
|
5,735
|
|
|
1,296
|
|
|
7,031
|
|
|||
Interest expense, net
|
269
|
|
|
540
|
|
|
809
|
|
|||
Income tax expense
|
4,809
|
|
|
224
|
|
|
5,033
|
|
|||
EBITDA
|
19,233
|
|
|
11,210
|
|
|
30,443
|
|
|||
Non-cash stock-based compensation
|
810
|
|
|
101
|
|
|
911
|
|
|||
Loss on disposal of assets and impairment charge
|
229
|
|
|
112
|
|
|
341
|
|
|||
Adjusted EBITDA
|
$
|
20,272
|
|
|
11,423
|
|
|
$
|
31,695
|
|
|
Cash interest expense
|
|
|
439
|
|
|
|
|||||
State franchise tax expense (cash)
|
|
|
71
|
|
|
|
|||||
Maintenance capital expenditures
|
|
|
456
|
|
|
|
|||||
Distributable cash flow
|
|
|
$
|
10,457
|
|
|
|
|
Year Ended
December 31, |
||||||||||
|
2011
|
|
2012
|
|
2013
|
||||||
|
Pro Forma
|
|
Pro Forma
|
|
Actual
|
||||||
|
(in thousands, except gross profit per gallon)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Motor fuel sales to third parties (a)
|
$
|
1,271,498
|
|
|
$
|
1,467,833
|
|
|
$
|
1,502,786
|
|
Motor fuel sales to affiliates
|
2,605,050
|
|
|
2,853,052
|
|
|
2,974,122
|
|
|||
Rental income
|
3,304
|
|
|
3,484
|
|
|
10,060
|
|
|||
Other income
|
4,596
|
|
|
5,255
|
|
|
5,611
|
|
|||
Total revenue (a)
|
3,884,448
|
|
|
4,329,624
|
|
|
4,492,579
|
|
|||
Gross profit:
|
|
|
|
|
|
||||||
Motor fuel sales to third parties
|
17,579
|
|
|
20,957
|
|
|
26,307
|
|
|||
Motor fuel to affiliates
|
26,956
|
|
|
29,206
|
|
|
31,597
|
|
|||
Rental income
|
3,304
|
|
|
3,484
|
|
|
10,060
|
|
|||
Other
|
2,474
|
|
|
3,125
|
|
|
3,000
|
|
|||
Total gross profit
|
$
|
50,313
|
|
|
$
|
56,772
|
|
|
$
|
70,964
|
|
Operating Data:
|
|
|
|
|
|
||||||
Motor fuel gallons sold:
|
|
|
|
|
|
||||||
Third‑party dealers and other commercial customers
|
413,888
|
|
|
475,507
|
|
|
517,775
|
|
|||
Affiliated gallons
|
898,522
|
|
|
974,439
|
|
|
1,053,259
|
|
|||
Total gallons sold
|
1,312,410
|
|
|
1,449,946
|
|
|
1,571,034
|
|
|||
Motor fuel gross profit cents per gallon:
|
|
|
|
|
|
||||||
Third‑party
|
|
4.2
|
¢
|
|
|
4.4
|
¢
|
|
|
5.1
|
¢
|
Affiliated
|
|
3.0
|
¢
|
|
|
3.0
|
¢
|
|
|
3.0
|
¢
|
Volume‑weighted average for all gallons
|
|
3.4
|
¢
|
|
|
3.5
|
¢
|
|
|
3.7
|
¢
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More than 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations (1)
|
$
|
186,151
|
|
|
$
|
525
|
|
|
$
|
27,916
|
|
|
$
|
157,710
|
|
|
$
|
—
|
|
Interest payments (2)
|
17,285
|
|
|
4,596
|
|
|
9,404
|
|
|
3,285
|
|
|
—
|
|
|||||
Operating lease obligations
|
9,431
|
|
|
847
|
|
|
1,741
|
|
|
1,784
|
|
|
5,059
|
|
|||||
Total
|
$
|
212,867
|
|
|
$
|
5,968
|
|
|
$
|
39,061
|
|
|
$
|
162,779
|
|
|
$
|
5,059
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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.
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures recorded by us are being made only in accordance with authorizations of our management and Board of Directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
Name
|
|
Age
|
Position With Our General Partner
|
Sam L. Susser
|
50
|
Chairman of the Board
|
|
Rocky B. Dewbre
|
48
|
President and Chief Executive Officer
|
|
E.V. Bonner, Jr.
|
58
|
Executive Vice President, Secretary and General Counsel
|
|
Mary E. Sullivan
|
57
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
Gail S. Workman
|
47
|
Senior Vice President and Chief Operating Officer
|
|
David P. Engel
|
63
|
Director
|
|
Rob L. Jones
|
55
|
Lead Independent Director
|
|
Frank A. Risch
|
71
|
Director
|
|
Armand S. Shapiro
|
72
|
Director
|
|
Bryan F. Smith, Jr.
|
61
|
Director
|
|
Sam J. Susser
|
74
|
Director
|
Plan Category
|
|
Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
|
Weighted-average
exercise price of outstanding options, warrants and rights |
|
Number of securities
remaining available for future issuance under equity compensation plans |
||||
Equity compensation plans approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
1,044,185
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
—
|
|
|
$
|
—
|
|
|
1,044,185
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($) (1) |
|
|
Bonus
($) (2) |
|
|
Unit
Awards ($) (3) |
|
|
Option
Awards ($) |
|
All Other
Compensation ($) (4) |
|
Total
($) |
||||||||
Sam L. Susser
|
|
2013
|
|
75,000
|
|
(5
|
)
|
|
10,224
|
|
|
|
188,521
|
|
|
|
—
|
|
|
7,074
|
|
|
280,819
|
|
|
Chairman
|
2012
|
|
19,726
|
|
(5
|
)
|
|
16,320
|
|
(6
|
)
|
|
—
|
|
|
|
—
|
|
|
3,849
|
|
|
39,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rocky B. Dewbre
|
|
2013
|
|
173,590
|
|
|
|
58,829
|
|
|
|
—
|
|
|
|
—
|
|
|
3,575
|
|
|
235,994
|
|
||
President and Chief
|
2012
|
|
41,728
|
|
|
|
39,653
|
|
|
|
92,110
|
|
|
|
—
|
|
|
4,928
|
|
|
178,419
|
|
|||
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mary E. Sullivan
|
|
2013
|
|
43,040
|
|
|
|
|
7,194
|
|
|
|
|
|
|
|
—
|
|
|
882
|
|
|
51,116
|
|
|
Executive Vice President,
|
2012
|
|
10,259
|
|
|
|
9,656
|
|
|
|
92,110
|
|
|
|
—
|
|
|
1,214
|
|
|
113,239
|
|
|||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
E.V. Bonner, Jr.
|
|
2013
|
|
47,633
|
|
|
|
|
7,875
|
|
|
|
—
|
|
|
|
—
|
|
|
986
|
|
|
56,494
|
|
|
Executive Vice President,
|
2012
|
|
12,186
|
|
|
|
11,223
|
|
|
|
92,110
|
|
|
|
—
|
|
|
1,499
|
|
|
117,018
|
|
|||
Secretary and General
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gail S. Workman (7)
|
|
2013
|
|
142,634
|
|
|
|
|
57,704
|
|
|
|
—
|
|
|
|
—
|
|
|
2,379
|
|
|
202,717
|
|
|
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
and Chief Operating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes the portion of base salary paid by SUSS and allocated to work performed for us by each NEO during 2013 and 2012. 2012 is pro-rated for the period subsequent to September 24, 2012.
|
(2)
|
Amounts included in the bonus column are the portion of the amounts earned for the 2013 and 2012 fiscal year and allocated to work performed for us by each NEO. Such amounts were paid in March of the following year. 2012 is pro-rated for the period subsequent to September 24, 2012. Mr. Susser's 2013 bonus includes only the allocated portion of cash bonus, as a portion of his bonus was awarded in shares of SUSS restricted stock, the cost of which is not allocated to SUSP.
|
(3)
|
The amounts reported for stock awards represent the full grant date fair value of phantom units granted to each of our NEOs, calculated in accordance with the accounting guidance on share-based payments. We have adjusted our presentation of prior year amounts to be consistent with the current guidance.
|
(4)
|
The details of amounts listed as “All Other Compensation” are presented in the “All Other Compensation” table below.
|
(5)
|
Mr. Susser received $100,000 of his 2012 base salary and $150,000 of his 2013 base salary as shares of SUSS restricted stock instead of cash. The value of these restricted stock grants are not included in the salary column.
|
(6)
|
Mr. Susser requested that he receive one-third of his bonus for 2012 in SUSP phantom units instead of cash, which were awarded in March 2013. The grant date fair values of those phantom units are reflected in the stock awards column for the year in which they were received (2013), rather than for the year they were earned (2012). Consequently, the 2012 bonus column for Mr. Susser does not give effect to this award.
|
(7)
|
Ms. Workman became one of our named executive officers upon her promotion to Chief Operating Officer in 2013. Consequently, compensation information was not reported for the prior year.
|
Name
|
|
Year
|
|
Perquisites
and Other Personal Benefits ($) (1) |
|
SUSS
Contributions to 401(k) and Deferred Compensation Plans ($) (2) |
|
Total
|
|||
Sam L. Susser
|
|
2013
|
|
5,429
|
|
|
1,645
|
|
|
7,074
|
|
|
|
2012
|
|
1,356
|
|
|
2,493
|
|
|
3,849
|
|
|
|
|
|
|
|
|
|
|
|||
Rocky B. Dewbre
|
|
2013
|
|
—
|
|
|
3,575
|
|
|
3,575
|
|
|
|
2012
|
|
—
|
|
|
4,928
|
|
|
4,928
|
|
|
|
|
|
|
|
|
|
|
|||
Mary E. Sullivan
|
|
2013
|
|
—
|
|
|
882
|
|
|
882
|
|
|
|
2012
|
|
—
|
|
|
1,214
|
|
|
1,214
|
|
|
|
|
|
|
|
|
|
|
|||
E.V. Bonner, Jr.
|
|
2013
|
|
—
|
|
|
986
|
|
|
986
|
|
|
|
2012
|
|
—
|
|
|
1,499
|
|
|
1,499
|
|
|
|
|
|
|
|
|
|
|
|||
Gail S. Workman (3)
|
|
2013
|
|
—
|
|
|
2,379
|
|
|
2,379
|
|
(1)
|
For Sam L. Susser, perquisites consisted of the estimated value of personal bookkeeping and secretarial services provided by SUSS personnel. The above amounts reflect an allocation of the total "all other compensation" attributable to each NEO, based on the percent allocation of each NEO's time.
|
(2)
|
Each of our NEOs is eligible to participate in a 401(k) plan that is generally available to all SUSS employees. Additionally, certain highly compensated employees, including our NEOs, are eligible to participate in the SUSS NQDC plan. The investment options in the NQDC plan mirror those available in the 401(k) plan, and do not contain any above-market or preferential earnings. SUSS' contributions to the 401(k) and NQDC plans accrued for 2012 included a discretionary match of 80% on the first 6% of salary deferred in addition to the 20% guaranteed match. No discretionary match was made for 2013. We were allocated a portion of this match for our NEOs based on the percent allocation of each NEO's time.
|
(3)
|
Ms. Workman became one of our named executive officers upon her promotion to Chief Operating Officer in 2013. Consequently, compensation information was not reported for the prior year.
|
Name
|
|
Type of
Award (1) |
|
Grant Date
|
|
Approval
Date |
|
Estimated Future Payouts
Under Equity Incentive Plan Awards |
|
All Other
Stock Awards: Number of Shares of Stock (#) (1) |
|
Grant Date
Fair Value of Stock Awards ($) (1) |
|||||||||
Threshold (#)
|
|
Target
(#) |
|
Maximum (#)
|
|
||||||||||||||||
Sam L. Susser
|
|
Phantom Units
|
|
3/1/2013
|
|
2/13/2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,037
|
|
|
188,521
|
|
(1)
|
The above SUSP phantom units were awarded in lieu of a portion of Mr. Susser's cash bonus earned for 2012. The grant date value per unit was $26.79, and the units vest ratably on November 15, 2013 and 2014. The reported grant date fair value of stock awards was determined in compliance with FASB ASC Topic 718 and are more fully described in Note 18–Equity-Based Compensation in our Notes to Consolidated Financial Statements.
|
|
Unit Awards (1)
|
|||||||||||||
Name
|
Number
of Shares or Units of Stock That Have Not Vested (#) |
|
Market
Value of Shares or Units That Have Not Vested ($) (2) |
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) |
|||||
Sam L. Susser
|
3,519
|
|
|
116,479
|
|
(3
|
)
|
|
—
|
|
|
|
—
|
|
Rocky B. Dewbre
|
4,000
|
|
|
132,400
|
|
(4
|
)
|
|
—
|
|
|
|
—
|
|
Mary E. Sullivan
|
4,000
|
|
|
132,400
|
|
(4
|
)
|
|
—
|
|
|
|
—
|
|
E.V. Bonner, Jr.
|
4,000
|
|
|
132,400
|
|
(4
|
)
|
|
—
|
|
|
|
—
|
|
(1)
|
Reflects phantom units granted our 2012 Long-Term Incentive Plan. For additional information refer to Note 18–Equity-Based Compensation in our Notes to Consolidated Financial Statements.
|
(2)
|
Based on the closing market price of SUSP common units of $33.10 on December 31, 2013.
|
(3)
|
The unvested portion of these phantom units is scheduled to vest on November 15, 2014.
|
(4)
|
The unvested portions of these phantom units are scheduled to vest in equal tranches on September 25, 2014, September 25, 2015, September 25, 2016 and September 25, 2017.
|
|
|
Unit Awards
|
||||
Name
|
|
Number of
Shares
Acquired on
Vesting (#)
|
|
Value Realized on
Vesting ($) (1)
|
||
Sam L. Susser
|
|
3,518
|
|
|
113,708
|
|
Rocky B. Dewbre
|
|
1,000
|
|
|
30,330
|
|
Mary E. Sullivan
|
|
1,000
|
|
|
30,330
|
|
E.V. Bonner, Jr.
|
|
1,000
|
|
|
30,330
|
|
Name
|
|
Executive
Contributions in 2013 ($) (1) |
|
SUSS
Contributions in 2013 ($) (2) |
|
Aggregate
Earnings in 2013 ($) (3) |
|
Aggregate
Balance at Last Fiscal Year-End ($) |
||||
Sam L. Susser
|
|
228,414
|
|
|
9,349
|
|
|
885,767
|
|
|
4,648,913
|
|
Rocky B. Dewbre
|
|
21,624
|
|
|
3,655
|
|
|
61,511
|
|
|
499,285
|
|
Mary E. Sullivan
|
|
21,267
|
|
|
3,679
|
|
|
61,881
|
|
|
310,186
|
|
E.V. Bonner, Jr.
|
|
37,974
|
|
|
4,100
|
|
|
205,272
|
|
|
863,438
|
|
Gail S. Workman
|
|
11,555
|
|
|
1,208
|
|
|
5,541
|
|
|
28,204
|
|
(1)
|
The amounts shown reflect the executive’s contributions to the NQDC plan during the fiscal year, a portion of which are included in the salary and incentive compensation numbers shown in the Summary Compensation Table, based on the allocation formula.
|
(2)
|
The amounts included in this column reflect SUSS' total matching contributions to the NQDC plan, and only the allocated portion of those amounts are included within the amounts reported in “All Other Compensation” for 2013 in the Summary Compensation Table. The allocated amounts for the NEOs were (in the order in which they appear)
$1,402
,
$552
,
$615
,
$2,193
and
$725
, respectively.
|
(3)
|
Reflects net earnings/(losses) in each participant’s plan account. These amounts do not constitute above market interest or preferential earnings, and therefore are not included in the Summary Compensation Table above.
|
Name
|
|
Benefit
|
|
Termination
Due to Death or Disability ($) (1) |
|
Termination
for any other reason ($) |
|
Change of
Control with or without Continued Employment ($) |
|||
Sam L. Susser
|
|
Stock Vesting
|
|
116,479
|
|
|
—
|
|
|
116,479
|
|
Rocky B. Dewbre
|
|
Stock Vesting
|
|
132,400
|
|
|
—
|
|
|
132,400
|
|
Mary E. Sullivan
|
|
Stock Vesting
|
|
132,400
|
|
|
—
|
|
|
132,400
|
|
E.V. Bonner, Jr.
|
|
Stock Vesting
|
|
132,400
|
|
|
—
|
|
|
132,400
|
|
Gail S. Workman
|
|
Stock Vesting
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The amounts reflected above represent the product of the number of phantom units that were subject to vesting/restrictions on December 31, 2013 multiplied by the closing price of our common units of $
33.10
on that date.
|
Name
|
|
Fees
Earned or Paid in Cash ($) (1) |
|
Unit
Awards ($) (2) |
|
Option
Awards ($) |
|
All Other
Compensation ($) |
|
Total
($) |
|||||
Rob L. Jones
|
|
60,000
|
|
|
69,440
|
|
|
—
|
|
|
—
|
|
|
129,440
|
|
Frank A. Risch
|
|
20,000
|
|
|
101,954
|
|
|
—
|
|
|
—
|
|
|
121,954
|
|
Bryan F. Smith, Jr.
|
|
60,000
|
|
|
69,440
|
|
|
—
|
|
|
—
|
|
|
129,440
|
|
(1)
|
The amounts in this column reflect the aggregate dollar amount of fees earned or paid in cash including the prorated annual retainer fee.
|
(2)
|
The amounts reported for unit awards represent the full grant date fair value of the awards granted in 2013, calculated in accordance with the accounting guidance on share-based payments. These amounts do not correspond to the actual value that may be recognized by the recipient upon any disposition of vested units and do not give effect to any decline or increase in the trading price of our common units since the date of grant. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the unit awards reported above, see Note 18–Equity-Based Compensation in our Notes to Consolidated Financial Statements.
|
Name
|
Grant Date
|
|
|
Approval Date
|
|
Unit Awards: Number of Units (#)
|
|
Grant Date Fair Value of Unit and Option Awards ($) (1)
|
||
Rob L. Jones
|
3/1/2013
|
(2)
|
|
2/13/2013
|
|
2,552
|
|
|
69,440
|
|
Frank A. Risch
|
9/11/2013
|
(3)
|
|
9/11/2013
|
|
3,674
|
|
|
101,954
|
|
Bryan F. Smith, Jr.
|
3/1/2013
|
(2)
|
|
2/13/2013
|
|
2,552
|
|
|
69,440
|
|
(1)
|
The reported grant date fair value of the phantom unit awards was determined in compliance with FASB ASC Topic 718 and are more fully described in Note 18 Equity-Based Compensation in our Notes to Consolidated Financial Statements.
|
(2)
|
The phantom units vest March 1, 2014.
|
(3)
|
The phantom units vest ratably on September 11, 2014, September 11, 2015 and September 11, 2016.
|
|
|
Unit Awards (1)
|
||||||
|
|
Number of Units that Have Not Vested (#)
|
|
|
Market Value of Units that Have Not Vested ($)(2)
|
|||
Name
|
|
|
|
|||||
Rob L. Jones
|
|
3,333
|
|
(3
|
)
|
|
110,322
|
|
|
|
2,552
|
|
(4
|
)
|
|
84,471
|
|
Frank A. Risch
|
|
3,674
|
|
(5
|
)
|
|
121,609
|
|
|
|
|
|
|
|
|||
Bryan F. Smith, Jr.
|
|
3,333
|
|
(3
|
)
|
|
110,322
|
|
|
|
2,552
|
|
(4
|
)
|
|
84,471
|
|
(1)
|
Reflects phantom units granted under the Plan. For additional information refer to Note 18–Equity-Based Compensation in our Notes to Consolidated Financial Statements.
|
(2)
|
Based on unit closing market price of $33.10 on December 31, 2013.
|
(3)
|
The unvested portion of this award will vest in equal installments on September 25, 2014 and September 25, 2015.
|
(4)
|
This award will vest on March 1, 2014.
|
(5)
|
This award will vest in equal installments on September 11, 2014, September 11, 2015 and September 11, 2016.
|
•
|
each person or group of persons known by us to be beneficial owners of 5% or more of our common units;
|
•
|
each director, director nominee and named executive officer of our general partner; and
|
•
|
all of our directors and executive officers of our general partner, as a group.
|
Name of Beneficial Owner (1)
|
|
Common Units Beneficially Owned (9)
|
|
Percentage of Commons Units Beneficially Owned
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units Beneficially Owned
|
|
Percentage of Common and Subordinated Units Beneficially Owned
|
|
Baron Capital Group, Inc. (2)
|
|
1,484,219
|
|
|
13.5%
|
|
—
|
|
*
|
|
6.8%
|
Clearbridge Investments, LLC (3)
|
|
976,439
|
|
|
8.9%
|
|
—
|
|
*
|
|
4.4%
|
Goldman Sachs Asset Management LP (4)
|
|
634,550
|
|
|
5.8%
|
|
—
|
|
*
|
|
2.9%
|
SUSS (5)
|
|
79,308
|
|
|
*
|
|
10,939,436
|
|
100.0%
|
|
50.2%
|
Sam L. Susser (6)
|
|
266,933
|
|
|
2.4%
|
|
—
|
|
*
|
|
1.2%
|
E.V. Bonner, Jr. (7)
|
|
113,805
|
|
|
1.0%
|
|
—
|
|
*
|
|
*
|
Rocky B. Dewbre
|
|
16,000
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Mary E. Sullivan
|
|
26,000
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Gail S. Workman
|
|
—
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Sam J. Susser (8)
|
|
11,000
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Armand S. Shapiro (8)
|
|
5,000
|
|
|
*
|
|
—
|
|
*
|
|
*
|
David P. Engel (8)
|
|
21,940
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Bryan F. Smith, Jr.
|
|
5,219
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Rob L. Jones
|
|
29,219
|
|
|
*
|
|
—
|
|
*
|
|
*
|
Frank A. Risch
|
|
—
|
|
|
*
|
|
—
|
|
*
|
|
*
|
All executive officers and directors as a group (eleven persons)
|
|
495,116
|
|
|
4.5%
|
|
—
|
|
*
|
|
2.3%
|
(1)
|
As of the date set forth above, there are no arrangements for any listed beneficial owner to acquire within 60 days common units from options, warrants, rights, conversion privileges or similar obligations. Unless otherwise indicated, the address for all beneficial owners in this table is 555 East Airtex Drive, Houston, Texas 77073.
|
(2)
|
The information contained in the table and this footnote with respect to Baron Capital Group, Inc. is based solely on a filing on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2014. Amount represents units reported to be held by a group comprised of Baron Capital Group, Inc. (BCG), BAMCO, Inc., Baron Capital Management, Inc., Ronald Baron, and Baron Small Cap Fund. Ronald Baron owns a controlling interest in BCG. The business address of the reporting party is 767 Fifth Avenue, 49th Floor, New York, New York 10153.
|
(3)
|
The information contained in the table and this footnote with respect to Clearbridge Investments, LLC is based solely on a filing on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2014. The business address of the reporting party is 620 8th Avenue, New York, New York 10018.
|
(4)
|
The information contained in the table and this footnote with respect to Goldman Sachs Asset Management LP is based solely on a filing on Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2014. The business address of the reporting party is 200 West Street, C/O Goldman Sachs & Co., New York, New York 10282.
|
(5)
|
The address for SUSS, and unless otherwise noted, for each of the directors and executive officers of our general partner, is 4525 Ayers Street, Corpus Christi, Texas 78415.
|
(6)
|
In addition to serving as the chairman of the board of directors of our general partner, Mr. Sam L. Susser is also chairman of the board of directors of SUSS, and as such, he is entitled to vote on decisions to vote, or to direct to vote, and to dispose, or to direct the disposition of, the common units and subordinated units held by SUSS or a wholly owned subsidiary of SUSS but he cannot individually control the outcome of such decisions. Mr. Sam L. Susser disclaims beneficial ownership of the common units and subordinated units held by SUSS or a wholly owned subsidiary of SUSS. The number of beneficially-owned units reflected for Mr. Sam L. Susser excludes 87,805 units conveyed to trusts for the benefit of his children and future grandchildren, of which Mr. Bonner serves as trustee.
|
(8)
|
In addition to serving on the board of directors of our general partner, Messrs. Sam J. Susser, Shapiro and Engel are also directors of SUSS, and as such, each is entitled to vote on decisions to vote, or to direct to vote, and to dispose, or to direct the disposition of, the common units and subordinated units held by SUSS or a wholly owned subsidiary of SUSS but each
|
|
|
Shares of SUSS Common Stock Beneficially Owned
|
|||
Name of Beneficial Owner (1)
|
|
Number of Shares (2)
|
|
Percentage of Total Shares (3)
|
|
Sam L. Susser (4)
|
|
2,338,922
|
|
|
10.7%
|
E.V. Bonner, Jr. (5)
|
|
325,987
|
|
|
1.5%
|
Rocky B. Dewbre
|
|
136,179
|
|
|
*
|
Mary E. Sullivan
|
|
101,939
|
|
|
*
|
Gail S. Workman
|
|
24,509
|
|
|
*
|
Sam J. Susser
|
|
43,001
|
|
|
*
|
Armand S. Shapiro
|
|
34,175
|
|
|
*
|
David P. Engel
|
|
84,726
|
|
|
*
|
Bryan F. Smith, Jr.
|
|
—
|
|
|
*
|
Rob L. Jones
|
|
—
|
|
|
*
|
Frank A. Risch
|
|
—
|
|
|
*
|
All executive officers and directors of SUSP as a group (eleven persons)
|
|
3,089,438
|
|
|
14.1%
|
*
|
Less than 1.0%
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners in this table is 4525 Ayers Street, Corpus Christi, Texas 78415.
|
(2)
|
Beneficial ownership for the purposes of the above table is determined in accordance with the rules and regulation of the Securities and Exchange Commission. These rules generally provide that a person is the beneficial owner of securities if they have or share the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof, or have the right to acquire such powers with sixty (60) days. Accordingly, this table does not include options to purchase our shares of common stock which are not scheduled to vest and become exercisable within the next sixty (60) days, or shares of restricted stock or shares underlying restricted stock units unless any performance criteria have been satisfied and all time-based restrictions associated therewith will lapse within the next sixty (60) days.
|
(3)
|
As of March 7, 2014, there were 21,849,675 shares of SUSS common stock deemed to be beneficially owned for purposes of the above table.
|
(4)
|
The total number of shares of common stock includes shares held in a limited partnership, the general partner of which is controlled by Mr. Susser. Does not include 120,425 shares conveyed to a trust for his children and future grandchildren, of which Mr. Bonner serves as trustee.
|
(5)
|
Includes 1,000 shares owned by Mr. Bonner's minor children. Includes 120,425 shares held in a trust for the benefit of Mr. Sam L. Susser's children and future grandchildren, for which Mr. Bonner acts as trustee and as to which he disclaims beneficial ownership.
|
Transaction
|
Explanation
|
Amount/Value
|
|
|
|
2013 Quarterly distributions on limited partner interests held by affiliates.
|
Represents the aggregate amount of distributions made to affiliates of our general partner, including SUSS, in respect of common and subordinated units during 2013.
|
$20.0 million
|
Fuel sold to affiliates.
|
Total revenues we received under the SUSS Distribution Contract for fuel gallons sold by us to affiliates of our general partner, including SUSS, for 2013.
|
$3.0 billion
|
Payments to affiliates for transportation services.
|
Total payments we made to affiliates of our general partner, including SUSS, during 2013 for transportation services under the SUSS Transportation Contract.
|
$50.0 million
|
Reimbursement to our general partner for certain allocated overhead and other expenses.
|
Total payment to our general partner for reimbursement of overhead and other expenses, including employee compensation costs relating to employees supporting our operations, for 2013 pursuant to the Omnibus Agreement fiscal year.
|
$13.6 million
|
Sale and leaseback transactions with affiliates of our general partner.
|
Total amount paid by us to affiliates of our general partner, including SUSS, during 2013 for the 25 properties we acquired pursuant to the sale and leaseback option in our Omnibus Agreement.
|
$104.2 million
|
Rent from affiliates.
|
Total amount of rents we received from affiliates of our general partner, including SUSS, during 2013 for properties we lease to them.
|
$6.4 million
|
GFI Contribution
|
Represents the total amount of indebtedness (and other liabilities) assumed by us and the value of common units issued to SUSS in connection with the Gainesville Contribution.
|
$23.8 million
|
|
Fiscal 2012
|
|
Fiscal 2013
|
||||
Audit Fees
|
$
|
797,277
|
|
|
$
|
566,116
|
|
Audit-Related Fees
|
—
|
|
|
—
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
797,277
|
|
|
$
|
566,116
|
|
(a)
|
Financial Statements, Financial Statement Schedules and Exhibits - The following documents are filed as part of this Annual Report on Form 10-K for the year ended December 31, 2013.
|
1.
|
Susser Petroleum Partners LP Audited Consolidated Financial Statements:
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of December 31, 2012 and December 31, 2013
|
F-3
|
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2011, December 31, 2012 and December 31, 2013
|
F-4
|
Consolidated Statements of Unitholders' Equity for the Years Ended December 31, 2011, December 31, 2012 and December 31, 2013
|
F-5
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, December 31, 2012 and December 31, 2013
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
2.
|
Financial Statement Schedules - No schedules are included because the required information is inapplicable or is presented in the consolidated financial statements or related notes thereto.
|
3.
|
Exhibits:
|
Susser Petroleum Partners LP
|
||
By:
|
Susser Petroleum Partners GP LLC, its general partner
|
|
By:
|
/s/ Rocky B. Dewbre
|
|
|
Rocky B. Dewbre
|
|
|
President and Chief Executive Officer
|
|
|
(On behalf of the registrant, and in his capacity as principal executive officer)
|
|
|
|
|
Date:
|
March 14, 2014
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Rocky B. Dewbre
|
|
President and Chief Executive Officer
|
March 14, 2014
|
Rocky B. Dewbre
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Mary E. Sullivan
|
|
Executive Vice President and Chief Financial Officer
|
March 14, 2014
|
Mary E. Sullivan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ Sam L. Susser
|
|
Chairman of the Board and Director
|
March 14, 2014
|
Sam L. Susser
|
|
|
|
|
|
|
|
/s/ Rob L. Jones
|
|
Lead Independent Director
|
March 14, 2014
|
Rob L. Jones
|
|
|
|
|
|
|
|
/s/ David P. Engel
|
|
Director
|
March 14, 2014
|
David P. Engel
|
|
|
|
|
|
|
|
/s/ Frank A. Risch
|
|
Director
|
March 14, 2014
|
Frank A. Risch
|
|
|
|
|
|
|
|
/s/ Armand S. Shapiro
|
|
Director
|
March 14, 2014
|
Armand S. Shapiro
|
|
|
|
|
|
|
|
/s/ Bryan F. Smith Jr.
|
|
Director
|
March 14, 2014
|
Bryan F. Smith Jr.
|
|
|
|
|
|
|
|
/s/ Sam J. Susser
|
|
Director
|
March 14, 2014
|
Sam J. Susser
|
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets as of December 31, 2012 and December 31, 2013
|
F-3
|
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2011, December 31, 2012 and December 31, 2013
|
F-4
|
Consolidated Statements of Unitholders' Equity for the Years Ended December 31, 2011, December 31, 2012 and December 31, 2013
|
F-5
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, December 31, 2012 and December 31, 2013
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7
|
|
December 31,
2012 |
|
December 31,
2013 |
||||
|
|
|
|
||||
|
(in thousands, except units)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,752
|
|
|
$
|
8,150
|
|
Accounts receivable, net of allowance for doubtful accounts of $103 at December 31, 2012, and $323 at December 31, 2013
|
33,008
|
|
|
69,005
|
|
||
Receivables from affiliates
|
59,543
|
|
|
49,879
|
|
||
Inventories, net
|
2,981
|
|
|
11,122
|
|
||
Other current assets
|
821
|
|
|
66
|
|
||
Total current assets
|
103,105
|
|
|
138,222
|
|
||
Property and equipment, net
|
68,173
|
|
|
180,127
|
|
||
Other assets:
|
|
|
|
||||
Marketable securities
|
148,264
|
|
|
25,952
|
|
||
Goodwill
|
12,936
|
|
|
22,823
|
|
||
Intangible assets, net
|
23,131
|
|
|
22,772
|
|
||
Other noncurrent assets
|
191
|
|
|
188
|
|
||
Total assets
|
$
|
355,800
|
|
|
$
|
390,084
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
88,884
|
|
|
$
|
110,432
|
|
Accrued expenses and other current liabilities
|
1,101
|
|
|
11,427
|
|
||
Current maturities of long-term debt
|
24
|
|
|
525
|
|
||
Total current liabilities
|
90,009
|
|
|
122,384
|
|
||
Revolving line of credit
|
35,590
|
|
|
156,210
|
|
||
Long-term debt
|
149,241
|
|
|
29,416
|
|
||
Deferred tax liability, long-term portion
|
152
|
|
|
222
|
|
||
Other noncurrent liabilities
|
2,476
|
|
|
2,159
|
|
||
Total liabilities
|
277,468
|
|
|
310,391
|
|
||
Commitments and contingencies:
|
|
|
|
||||
Partner's equity:
|
|
|
|
||||
Limited partners:
|
|
|
|
||||
Common unitholders - public (10,925,000 units issued and outstanding as of December 31, 2012 and 10,936,352 units issued and outstanding as of December 31, 2013)
|
210,462
|
|
|
210,269
|
|
||
Common unitholders - affiliated (14,436 units issued and outstanding as of December 31, 2012 and 79,308 units issued and outstanding as of December 31, 2013)
|
(175
|
)
|
|
1,562
|
|
||
Subordinated unitholders - affiliated (10,939,436 units issued and outstanding)
|
(131,955
|
)
|
|
(132,138
|
)
|
||
Total equity
|
78,332
|
|
|
79,693
|
|
||
Total liabilities and equity
|
$
|
355,800
|
|
|
$
|
390,084
|
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(dollars in thousands, except unit and per unit amounts)
|
||||||||||
Revenues:
|
|
|
|
||||||||
Motor fuel sales to third parties
|
$
|
1,603,745
|
|
|
$
|
1,738,096
|
|
|
$
|
1,502,786
|
|
Motor fuel sales to affiliates
|
2,257,788
|
|
|
2,570,757
|
|
|
2,974,122
|
|
|||
Rental income
|
5,467
|
|
|
5,045
|
|
|
10,060
|
|
|||
Other income
|
7,980
|
|
|
7,514
|
|
|
5,611
|
|
|||
Total revenues
|
3,874,980
|
|
|
4,321,412
|
|
|
4,492,579
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Motor fuel cost of sales to third parties
|
1,572,528
|
|
|
1,704,804
|
|
|
1,476,479
|
|
|||
Motor fuel cost of sales to affiliates
|
2,257,788
|
|
|
2,562,976
|
|
|
2,942,525
|
|
|||
Other
|
1,641
|
|
|
2,130
|
|
|
2,611
|
|
|||
Total cost of sales
|
3,831,957
|
|
|
4,269,910
|
|
|
4,421,615
|
|
|||
Gross profit
|
43,023
|
|
|
51,502
|
|
|
70,964
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
General and administrative
|
10,559
|
|
|
12,013
|
|
|
16,814
|
|
|||
Other operating
|
4,870
|
|
|
5,178
|
|
|
3,187
|
|
|||
Rent
|
4,322
|
|
|
3,527
|
|
|
1,014
|
|
|||
Loss on disposal of assets
|
221
|
|
|
341
|
|
|
324
|
|
|||
Depreciation, amortization and accretion
|
6,090
|
|
|
7,031
|
|
|
8,687
|
|
|||
Total operating expenses
|
26,062
|
|
|
28,090
|
|
|
30,026
|
|
|||
Income from operations
|
16,961
|
|
|
23,412
|
|
|
40,938
|
|
|||
Interest expense, net
|
(324
|
)
|
|
(809
|
)
|
|
(3,471
|
)
|
|||
Income before income taxes
|
16,637
|
|
|
22,603
|
|
|
37,467
|
|
|||
Income tax expense
|
(6,039
|
)
|
|
(5,033
|
)
|
|
(440
|
)
|
|||
Net income and comprehensive income
|
$
|
10,598
|
|
|
$
|
17,570
|
|
|
$
|
37,027
|
|
Less: Predecessor income prior to initial public offering on September 25, 2012
|
|
|
8,420
|
|
|
|
|||
Limited partners' interest in net income subsequent to initial public offering
|
|
|
$
|
9,150
|
|
|
$
|
37,027
|
|
|
|
|
|
|
|
||||
Net income per limited partner unit:
|
|
|
|
|
|
||||
Common - basic and diluted
|
|
|
$
|
0.42
|
|
|
$
|
1.69
|
|
Subordinated - basic and diluted
|
|
|
$
|
0.42
|
|
|
$
|
1.69
|
|
|
|
|
|
|
|
||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
||||
Common units - public
|
|
|
10,925,000
|
|
|
10,928,198
|
|
||
Common units - affiliated
|
|
|
14,436
|
|
|
36,060
|
|
||
Subordinated units - affiliated
|
|
|
10,939,436
|
|
|
10,939,436
|
|
||
|
|
|
|
|
|
||||
Cash distribution per unit
|
|
|
$
|
0.47
|
|
|
$
|
1.84
|
|
|
|
|
Partnership
|
|
|
|
|
||||||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||||
|
Susser Petroleum Company LLC Predecessor
|
|
Common-Public
|
|
Common-SUSS
|
|
Subordinated-SUSS
|
|
Total SUSP
|
|
Total
|
||||||||||||
Balance at December 31, 2010
|
$
|
105,215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105,215
|
|
Net income
|
10,598
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,598
|
|
||||||
Balance at December 31, 2011
|
115,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
115,813
|
|
||||||
Predecessor net income through September 24, 2012
|
8,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,420
|
|
||||||
Balance at September 24, 2012
|
124,233
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,233
|
|
||||||
Net liabilities not assumed by the Partnership
|
(54,653
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,653
|
)
|
||||||
Allocation of net Parent investment to unitholders
|
(69,580
|
)
|
|
—
|
|
|
91
|
|
|
69,489
|
|
|
69,580
|
|
|
—
|
|
||||||
Proceeds from initial public offering, net of underwriters' discount
|
—
|
|
|
210,647
|
|
|
—
|
|
|
—
|
|
|
210,647
|
|
|
210,647
|
|
||||||
Offering costs
|
—
|
|
|
(4,493
|
)
|
|
—
|
|
|
—
|
|
|
(4,493
|
)
|
|
(4,493
|
)
|
||||||
Cash distributions to Parent
|
—
|
|
|
|
|
(273
|
)
|
|
(206,069
|
)
|
|
(206,342
|
)
|
|
(206,342
|
)
|
|||||||
Cash distributions to Unitholders
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
—
|
|
|
(311
|
)
|
|
(311
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
51
|
|
|
—
|
|
|
50
|
|
|
101
|
|
|
101
|
|
||||||
Partnership net income September 25, 2012 through December 31, 2012
|
—
|
|
|
4,568
|
|
|
7
|
|
|
4,575
|
|
|
9,150
|
|
|
9,150
|
|
||||||
Balance at December 31, 2012
|
—
|
|
|
210,462
|
|
|
(175
|
)
|
|
(131,955
|
)
|
|
78,332
|
|
|
78,332
|
|
||||||
Equity issued to parent
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|
2,000
|
|
||||||
Cash distributions to Parent
|
—
|
|
|
—
|
|
|
(316
|
)
|
|
(19,653
|
)
|
|
(19,969
|
)
|
|
(19,969
|
)
|
||||||
Cash distributions to Unitholders
|
—
|
|
|
(19,632
|
)
|
|
—
|
|
|
—
|
|
|
(19,632
|
)
|
|
(19,632
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
965
|
|
|
3
|
|
|
967
|
|
|
1,935
|
|
|
1,935
|
|
||||||
Partnership net income
|
—
|
|
|
18,474
|
|
|
50
|
|
|
18,503
|
|
|
37,027
|
|
|
37,027
|
|
||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
210,269
|
|
|
$
|
1,562
|
|
|
$
|
(132,138
|
)
|
|
$
|
79,693
|
|
|
$
|
79,693
|
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
10,598
|
|
|
$
|
17,570
|
|
|
$
|
37,027
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
6,090
|
|
|
7,031
|
|
|
8,687
|
|
|||
Amortization of deferred financing fees
|
—
|
|
|
102
|
|
|
381
|
|
|||
Loss on disposal of assets and impairment charge
|
221
|
|
|
341
|
|
|
324
|
|
|||
Non-cash stock based compensation
|
707
|
|
|
911
|
|
|
1,935
|
|
|||
Deferred income tax
|
1,250
|
|
|
2,428
|
|
|
70
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(12,512
|
)
|
|
(57,745
|
)
|
|
(16,087
|
)
|
|||
Accounts receivable from affiliates
|
(8,198
|
)
|
|
(36,366
|
)
|
|
9,664
|
|
|||
Inventories
|
(1,091
|
)
|
|
(7,912
|
)
|
|
(7,777
|
)
|
|||
Other assets
|
1,295
|
|
|
(63
|
)
|
|
757
|
|
|||
Accounts payable
|
18,474
|
|
|
93,193
|
|
|
9,691
|
|
|||
Accrued liabilities
|
(1,708
|
)
|
|
(2,272
|
)
|
|
6,326
|
|
|||
Other noncurrent liabilities
|
(461
|
)
|
|
(730
|
)
|
|
(318
|
)
|
|||
Net cash provided by operating activities
|
14,665
|
|
|
16,488
|
|
|
50,680
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(7,388
|
)
|
|
(41,493
|
)
|
|
(113,590
|
)
|
|||
Purchase of intangibles
|
(12,050
|
)
|
|
(2,513
|
)
|
|
(2,661
|
)
|
|||
Purchase of marketable securities
|
—
|
|
|
(497,426
|
)
|
|
(844,359
|
)
|
|||
Redemption of marketable securities
|
—
|
|
|
349,162
|
|
|
966,671
|
|
|||
Proceeds from disposal of property and equipment
|
285
|
|
|
1,321
|
|
|
297
|
|
|||
Net cash provided by (used in) investing activities
|
(19,153
|
)
|
|
(190,949
|
)
|
|
6,358
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Cash from GFI contribution
|
—
|
|
|
—
|
|
|
784
|
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
180,666
|
|
|
—
|
|
|||
Revolving line of credit, net
|
—
|
|
|
35,590
|
|
|
120,620
|
|
|||
Loan origination costs
|
—
|
|
|
(1,907
|
)
|
|
(270
|
)
|
|||
Payments on long-term debt
|
(21
|
)
|
|
(32,523
|
)
|
|
(137,173
|
)
|
|||
Proceeds from issuance of common units, net of offering costs
|
—
|
|
|
206,154
|
|
|
—
|
|
|||
Distributions to Parent
|
—
|
|
|
(206,342
|
)
|
|
(19,969
|
)
|
|||
Predecessor cash retained by Parent
|
—
|
|
|
(354
|
)
|
|
—
|
|
|||
Distributions to Unitholders
|
—
|
|
|
(311
|
)
|
|
(19,632
|
)
|
|||
Net cash provided by (used in) financing activities
|
(21
|
)
|
|
180,973
|
|
|
(55,640
|
)
|
|||
Net increase (decrease) in cash
|
(4,509
|
)
|
|
6,512
|
|
|
1,398
|
|
|||
Cash and cash equivalents at beginning of year
|
4,749
|
|
|
240
|
|
|
6,752
|
|
|||
Cash and cash equivalents at end of period
|
$
|
240
|
|
|
$
|
6,752
|
|
|
$
|
8,150
|
|
|
|
|
|
|
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
||||||
Contribution of net assets from Parent
|
$
|
—
|
|
|
$
|
(69,580
|
)
|
|
$
|
—
|
|
Contribution of debt from Parent
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21,850
|
)
|
Issuance of units to Parent for net assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,000
|
)
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
412
|
|
|
$
|
940
|
|
|
$
|
3,356
|
|
Income taxes paid
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
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 ("TCW") 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.
|
•
|
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 and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas and Oklahoma.
|
•
|
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases 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
.
|
|
Susser Petroleum Company LLC Predecessor
|
|
Susser Petroleum Partners LP
|
|
Year Ended
December 31, 2012
|
||||||
|
Through September 24, 2012
|
|
From
September 25, 2012
|
|
|
||||||
|
(in thousands)
|
||||||||||
Revenues (a)
|
$
|
3,240,271
|
|
|
$
|
1,081,141
|
|
|
$
|
4,321,412
|
|
Cost of sales (a)
|
3,204,277
|
|
|
1,065,633
|
|
|
4,269,910
|
|
|||
Gross profit
|
35,994
|
|
|
15,508
|
|
|
51,502
|
|
|||
Total operating expenses
|
22,496
|
|
|
5,594
|
|
|
28,090
|
|
|||
Income from operations
|
13,498
|
|
|
9,914
|
|
|
23,412
|
|
|||
Interest expense, net
|
(269
|
)
|
|
(540
|
)
|
|
(809
|
)
|
|||
Income before income taxes
|
13,229
|
|
|
9,374
|
|
|
22,603
|
|
|||
Income tax expense
|
(4,809
|
)
|
|
(224
|
)
|
|
(5,033
|
)
|
|||
Net income
|
$
|
8,420
|
|
|
$
|
9,150
|
|
|
$
|
17,570
|
|
|
Susser Petroleum Company LLC Predecessor
|
|
Susser Petroleum Partners LP
|
|
Year Ended
December 31, 2012
|
||||||
|
Through September 24, 2012
|
|
From
September 25, 2012
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
9,183
|
|
|
$
|
7,305
|
|
|
$
|
16,488
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of intangibles and capital expenditures
|
(9,806
|
)
|
|
(34,200
|
)
|
|
(44,006
|
)
|
|||
Purchase of marketable securities
|
—
|
|
|
(497,426
|
)
|
|
(497,426
|
)
|
|||
Redemption of marketable securities
|
—
|
|
|
349,162
|
|
|
349,162
|
|
|||
Proceeds from disposal of property and equipment
|
754
|
|
|
567
|
|
|
1,321
|
|
|||
Net cash used in investing activities
|
(9,052
|
)
|
|
(181,897
|
)
|
|
(190,949
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
—
|
|
|
216,256
|
|
|
216,256
|
|
|||
Loan origination costs
|
—
|
|
|
(1,907
|
)
|
|
(1,907
|
)
|
|||
Payments on long-term debt
|
(17
|
)
|
|
(32,506
|
)
|
|
(32,523
|
)
|
|||
Proceeds from issuance of common units, net of offering costs
|
—
|
|
|
206,154
|
|
|
206,154
|
|
|||
Distributions to Parent
|
—
|
|
|
(206,342
|
)
|
|
(206,342
|
)
|
|||
Predecessor cash retained by Parent
|
(354
|
)
|
|
|
|
(354
|
)
|
||||
Distributions to Unitholders
|
—
|
|
|
(311
|
)
|
|
(311
|
)
|
|||
Net cash provided by (used in) financing activities
|
(371
|
)
|
|
181,344
|
|
|
180,973
|
|
|||
Net increase (decrease) in cash
|
(240
|
)
|
|
6,752
|
|
|
6,512
|
|
|||
Cash and cash equivalents at beginning of year
|
240
|
|
|
—
|
|
|
240
|
|
|||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
6,752
|
|
|
$
|
6,752
|
|
3.
|
Summary of Significant Accounting Policies
|
|
2011
|
|
2012
|
|
2013
|
|||
Valero
|
37
|
%
|
|
36
|
%
|
|
34
|
%
|
Chevron
|
20
|
%
|
|
19
|
%
|
|
17
|
%
|
4.
|
Accounts Receivable
|
|
December 31,
2012 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Accounts receivable, trade
|
$
|
32,906
|
|
|
$
|
68,473
|
|
Other receivables
|
205
|
|
|
855
|
|
||
Allowance for uncollectible accounts, trade
|
(103
|
)
|
|
(323
|
)
|
||
Accounts receivable, net
|
$
|
33,008
|
|
|
$
|
69,005
|
|
|
Balance at
Beginning of
Period
|
|
Additions
Charged to Costs
and Expenses
|
|
Amounts Written
Off, Net of
Recoveries
|
|
Allowance Retained by Parent
|
|
Balance at
End of Period
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2011
|
$
|
346
|
|
|
$
|
(58
|
)
|
|
$
|
121
|
|
|
$
|
—
|
|
|
$
|
167
|
|
December 31, 2012
|
167
|
|
|
103
|
|
|
—
|
|
|
167
|
|
|
103
|
|
|||||
December 31, 2013
|
103
|
|
|
360
|
|
|
140
|
|
|
—
|
|
|
323
|
|
5.
|
Inventories
|
|
December 31,
2012 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Fuel-consignment
|
$
|
1,960
|
|
|
$
|
2,103
|
|
Fuel-other wholesale
|
340
|
|
|
8,160
|
|
||
Other
|
681
|
|
|
859
|
|
||
Inventories, net
|
$
|
2,981
|
|
|
$
|
11,122
|
|
6.
|
Property and Equipment
|
|
December 31,
2012 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Land
|
$
|
34,122
|
|
|
$
|
68,213
|
|
Buildings and leasehold improvements
|
23,589
|
|
|
83,328
|
|
||
Equipment
|
16,049
|
|
|
34,703
|
|
||
Construction in progress
|
2,905
|
|
|
7,322
|
|
||
Total property and equipment
|
76,665
|
|
|
193,566
|
|
||
Less: Accumulated depreciation
|
(8,492
|
)
|
|
(13,439
|
)
|
||
Property and equipment, net
|
$
|
68,173
|
|
|
$
|
180,127
|
|
7.
|
Intangible Assets
|
|
Susser Petroleum Company LLC Predecessor
|
|
Susser Petroleum Partners LP
|
|
Total
|
||||||
|
(in thousands)
|
||||||||||
Balance at December 31, 2011
|
$
|
20,661
|
|
|
$
|
—
|
|
|
$
|
20,661
|
|
Goodwill contributed to the Partnership
|
(12,936
|
)
|
|
12,936
|
|
|
—
|
|
|||
Goodwill retained by the Parent
|
(7,725
|
)
|
|
—
|
|
|
(7,725
|
)
|
|||
Balance at December 31, 2012
|
—
|
|
|
12,936
|
|
|
12,936
|
|
|||
Goodwill related to GFI Contribution
|
—
|
|
|
9,887
|
|
|
9,887
|
|
|||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
22,823
|
|
|
$
|
22,823
|
|
|
December 31, 2012
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Finite Lived
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Supply agreements
|
$
|
29,803
|
|
|
$
|
8,674
|
|
|
$
|
21,129
|
|
|
$
|
31,982
|
|
|
$
|
11,705
|
|
|
$
|
20,277
|
|
Favorable leasehold arrangements, net
|
236
|
|
|
39
|
|
|
197
|
|
|
236
|
|
|
51
|
|
|
185
|
|
||||||
Loan origination costs
|
1,907
|
|
|
102
|
|
|
1,805
|
|
|
2,437
|
|
|
483
|
|
|
1,954
|
|
||||||
Other intangibles
|
63
|
|
|
63
|
|
|
—
|
|
|
389
|
|
|
33
|
|
|
356
|
|
||||||
Intangible assets, net
|
$
|
32,009
|
|
|
$
|
8,878
|
|
|
$
|
23,131
|
|
|
$
|
35,044
|
|
|
$
|
12,272
|
|
|
$
|
22,772
|
|
|
Amortization
|
|
Interest
|
||||
2014
|
$
|
3,126
|
|
|
$
|
523
|
|
2015
|
2,943
|
|
|
523
|
|
||
2016
|
2,611
|
|
|
523
|
|
||
2017
|
2,275
|
|
|
386
|
|
||
2018
|
1,907
|
|
|
—
|
|
8.
|
Accrued Expenses and Other Current Liabilities
|
|
December 31, 2012
|
|
December 31, 2013
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Accrued taxes
|
$
|
370
|
|
|
$
|
5,817
|
|
Deposits and other
|
731
|
|
|
5,610
|
|
||
Total
|
$
|
1,101
|
|
|
$
|
11,427
|
|
9.
|
Long-Term Debt
|
|
December 31,
2012 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
SUSP Term loan, bearing interest at Prime or LIBOR plus an applicable margin
|
$
|
148,166
|
|
|
$
|
25,866
|
|
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin
|
35,590
|
|
|
156,210
|
|
||
Notes payable, bearing interest at 6% and 4%
|
1,099
|
|
|
4,075
|
|
||
Total debt
|
184,855
|
|
|
186,151
|
|
||
Less: current maturities
|
24
|
|
|
525
|
|
||
Long-term debt, net of current maturities
|
$
|
184,831
|
|
|
$
|
185,626
|
|
2014
|
|
$
|
525
|
|
2015
|
|
26,393
|
|
|
2016
|
|
1,523
|
|
|
2017
|
|
157,710
|
|
|
Total
|
|
$
|
186,151
|
|
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.
|
10.
|
Other Noncurrent Liabilities
|
|
December 31, 2012
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Deferred branding incentives, long-term portion
|
$
|
2,442
|
|
|
$
|
2,017
|
|
Reserve for underground storage tank removal
|
34
|
|
|
37
|
|
||
Reserve for environmental remediation, long-term
|
—
|
|
|
105
|
|
||
Total
|
$
|
2,476
|
|
|
$
|
2,159
|
|
11.
|
Benefit Plans
|
12.
|
Related-Party Transactions
|
•
|
Distribution Contract - a
10
-year agreement under which we are 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 contract pursuant to the terms of the Omnibus Agreement.
|
•
|
Transportation Contract - 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 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
50.0%
limited partner interest in the Partnership and all of the IDRs 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
December 31, 2012
, subsequent to the IPO, were
$722.1 million
and resulted in gross profit of
$7.8 million
. Prior to
September 25, 2012
, our Predecessor sold motor fuel to affiliates at zero gross profit. Motor fuel sales to affiliates for the year ended December 31, 2013 were
$3.0 billion
and resulted in a gross profit of
$31.6 million
. 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
|
•
|
We reimbursed SUSS for costs of employees supporting our operations of
$2.9 million
and
$11.4 million
for the years ended December 31, 2012 and 2013, respectively. Prior to the IPO, these expenses were incurred directly by our Predecessor.
|
•
|
We distributed
$0.3 million
and
$20.0 million
for the years ended December 31, 2012 and 2013, respectively, to SUSS as 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
$11.9 million
and
$50.0 million
for the years ended December 31, 2012 and 2013. Prior to the IPO, these expenses were incurred directly by our Predecessor.
|
•
|
SUSS charged our Predecessor for rent expense on certain real estate, which was in turn subleased by our Predecessor to dealers, of
$1.1 million
and
$0.8 million
for each of the years ended
December 31, 2011
and 2012, respectively. No rent expense was incurred subsequent to the IPO.
|
•
|
We acquired
25
convenience store properties from SUSS for
$104.2 million
, including final true-ups, during the year ended December 31, 2013. Since our IPO through the end of 2013, we have acquired a total of
33
convenience store properties from SUSS for a total cost of
$133.2 million
, which also includes final true-up adjustments. These stores were leased back to SUSS.
|
•
|
We charged SUSS rent on the convenience store properties which were purchased by us and leased back to them. For the years ended December 31, 2012 and 2013, we charged
$0.1 million
and
$6.4 million
, respectively, to SUSS on these leases.
|
•
|
Net accounts receivable from SUSS were
$59.5 million
and
$49.9 million
at
December 31, 2012
and
December 31, 2013
, respectively, which are primarily related to fuel purchases from us.
|
•
|
In connection with the GFI Contribution, SUSP issued
64,872
additional SUSP common units to SUSS with a value of
$2.0 million
and indirectly assumed
$21.8 million
of indebtedness and other liabilities.
|
13.
|
Commitments and Contingencies
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cash rent:
|
|
|
|
|
|
||||||
Store base rent
|
$
|
3,729
|
|
|
$
|
3,074
|
|
|
$
|
819
|
|
Equipment rent
|
593
|
|
|
453
|
|
|
175
|
|
|||
Total cash rent
|
4,322
|
|
|
3,527
|
|
|
994
|
|
|||
Non-cash rent:
|
|
|
|
|
|
||||||
Straight-line rent
|
—
|
|
|
—
|
|
|
20
|
|
|||
Net rent expense
|
$
|
4,322
|
|
|
$
|
3,527
|
|
|
$
|
1,014
|
|
2014
|
|
$
|
847
|
|
2015
|
|
866
|
|
|
2016
|
|
875
|
|
|
2017
|
|
886
|
|
|
2018
|
|
898
|
|
|
Thereafter
|
|
5,059
|
|
|
Total
|
|
$
|
9,431
|
|
14.
|
Rental Income under Operating Leases
|
|
December 31,
2012 |
|
December 31,
2013 |
||||
|
(in thousands)
|
||||||
Land
|
$
|
33,646
|
|
|
$
|
66,931
|
|
Buildings and improvements
|
18,282
|
|
|
69,313
|
|
||
Equipment
|
14,691
|
|
|
38,644
|
|
||
Total property and equipment
|
66,619
|
|
|
174,888
|
|
||
Less: Accumulated depreciation
|
4,344
|
|
|
8,872
|
|
||
Property and equipment, net
|
$
|
62,275
|
|
|
$
|
166,016
|
|
2014
|
$
|
13,451
|
|
2015
|
12,625
|
|
|
2016
|
11,918
|
|
|
2017
|
11,319
|
|
|
2018
|
10,668
|
|
|
Thereafter
|
96,629
|
|
|
Total minimum future rentals
|
$
|
156,610
|
|
15.
|
Interest Expense and Interest Income
|
|
Year Ended
|
||||||||||
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cash interest expense
|
$
|
412
|
|
|
$
|
940
|
|
|
$
|
3,356
|
|
Amortization of loan costs
|
—
|
|
|
102
|
|
|
381
|
|
|||
Cash interest income
|
(88
|
)
|
|
(233
|
)
|
|
(266
|
)
|
|||
Interest expense, net
|
$
|
324
|
|
|
$
|
809
|
|
|
$
|
3,471
|
|
16.
|
Income Tax
|
|
Year Ended
|
||||||||||
|
December 31, 2011
|
|
December 31, 2012
|
|
December 31, 2013
|
||||||
|
Predecessor
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
4,524
|
|
|
$
|
2,321
|
|
|
$
|
68
|
|
State
|
265
|
|
|
284
|
|
|
302
|
|
|||
Total current income tax expense
|
4,789
|
|
|
2,605
|
|
|
370
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
1,245
|
|
|
2,416
|
|
|
70
|
|
|||
State
|
5
|
|
|
12
|
|
|
—
|
|
|||
Total deferred tax expense
|
1,250
|
|
|
2,428
|
|
|
70
|
|
|||
Net income tax expense
|
$
|
6,039
|
|
|
$
|
5,033
|
|
|
$
|
440
|
|
|
Year Ended
|
|||||||||||||||||||
|
December 31, 2011
|
|
December 31, 2012
|
|
December 31, 2013
|
|||||||||||||||
|
Predecessor
|
|
|
|
|
|
|
|||||||||||||
|
(in
thousands)
|
|
Tax
Rate %
|
|
(in
thousands)
|
|
Tax
Rate %
|
|
(in
thousands)
|
|
Tax
Rate %
|
|||||||||
Tax at statutory federal rate
|
$
|
5,823
|
|
|
35.0
|
%
|
|
$
|
7,911
|
|
|
35.0
|
%
|
|
$
|
13,113
|
|
|
35.0
|
%
|
Partnership earnings not subject to tax
|
—
|
|
|
—
|
%
|
|
(3,128
|
)
|
|
(13.8
|
%)
|
|
(13,028
|
)
|
|
(34.8
|
)%
|
|||
State and local tax, net of federal benefit
|
176
|
|
|
1.0
|
%
|
|
217
|
|
|
1.0
|
%
|
|
301
|
|
|
0.8
|
%
|
|||
Other
|
40
|
|
|
0.3
|
%
|
|
33
|
|
|
0.1
|
%
|
|
54
|
|
|
0.2
|
%
|
|||
Net income tax expense
|
$
|
6,039
|
|
|
36.3
|
%
|
|
$
|
5,033
|
|
|
22.3
|
%
|
|
$
|
440
|
|
|
1.2
|
%
|
|
December 31, 2012
|
|
December 31, 2013
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carry forwards
|
$
|
35
|
|
|
$
|
1,174
|
|
Total deferred tax assets
|
35
|
|
|
1,174
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
187
|
|
|
1,381
|
|
||
Intangible assets
|
—
|
|
|
15
|
|
||
Total deferred tax liabilities
|
187
|
|
|
1,396
|
|
||
Net deferred income tax assets (liabilities)
|
$
|
(152
|
)
|
|
$
|
(222
|
)
|
Current net deferred tax assets (liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent net deferred tax assets (liabilities)
|
$
|
(152
|
)
|
|
$
|
(222
|
)
|
17.
|
Equity
|
Attributable to Common Units
|
|||||||
|
Year Ended
|
||||||
|
December 31, 2012
|
|
December 31, 2013
|
||||
Distributions (a)
|
$
|
5,098
|
|
|
$
|
20,251
|
|
Distributions in excess of net income
|
(523
|
)
|
|
(1,717
|
)
|
||
Limited partners' interest in net income subsequent to initial public offering
|
$
|
4,575
|
|
|
$
|
18,534
|
|
|
|
|
|
||||
Attributable to Subordinated Units
|
|||||||
|
Year Ended
|
||||||
|
December 31, 2012
|
|
December 31, 2013
|
||||
Distributions (a)
|
$
|
5,098
|
|
|
$
|
20,167
|
|
Distributions in excess of net income
|
(523
|
)
|
|
(1,674
|
)
|
||
Limited partners' interest in net income subsequent to initial public offering
|
$
|
4,575
|
|
|
$
|
18,493
|
|
|
|
|
|
||||
(a) Distributions declared per unit to unitholders as of record date
|
$0.4660
|
|
$1.8441
|
|
|
|
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
|
%
|
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
||||
|
|
|
|
( in thousands)
|
||||
November 29, 2013
|
|
$
|
0.4687
|
|
|
$
|
10,290
|
|
August 29, 2013
|
|
$
|
0.4528
|
|
|
$
|
9,907
|
|
May 30, 2013
|
|
$
|
0.4375
|
|
|
$
|
9,572
|
|
March 1, 2013
|
|
$
|
0.4375
|
|
|
$
|
9,572
|
|
November 29, 2012
|
|
$
|
0.0285
|
|
|
$
|
624
|
|
18.
|
Equity-Based Compensation
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2012
|
|
2013
|
||||||
|
Predecessor
|
|
|
|
|
||||||
Phantom common units
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
530
|
|
Predecessor allocated expense
|
707
|
|
|
810
|
|
|
—
|
|
|||
SUSS allocated expense
|
—
|
|
|
—
|
|
|
1,406
|
|
|||
Total equity-based compensation expense
|
$
|
707
|
|
|
$
|
911
|
|
|
$
|
1,936
|
|
|
Number of Phantom Common Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
Nonvested at January 1, 2012
|
—
|
|
|
$
|
—
|
|
Granted
|
32,500
|
|
|
18.93
|
|
|
Nonvested at December 31, 2012
|
32,500
|
|
|
18.93
|
|
|
Granted
|
15,815
|
|
|
27.15
|
|
|
Vested
|
(11,352
|
)
|
|
21.50
|
|
|
Nonvested at December 31, 2013
|
36,963
|
|
|
$
|
21.66
|
|
19.
|
Net Income per Unit
|
|
Year Ended
|
||||||
|
December 31, 2012
|
|
December 31, 2013
|
||||
|
(dollars in thousands, except units and per unit amounts)
|
||||||
Net income subsequent to initial public offering
|
$
|
9,150
|
|
|
$
|
37,027
|
|
Less: General partner's interest in net income subsequent to initial public offering
|
—
|
|
|
—
|
|
||
Limited partners' interest in net income subsequent to initial public offering
|
$
|
9,150
|
|
|
$
|
37,027
|
|
|
|
|
|
||||
Weighted average limited partner units outstanding:
|
|
|
|
||||
Common - basic
|
10,939,436
|
|
|
10,964,258
|
|
||
Common - equivalents
|
3,723
|
|
|
21,844
|
|
||
Common - diluted
|
10,943,159
|
|
|
10,986,102
|
|
||
|
|
|
|
||||
Subordinated - SUSS (basic and diluted)
|
10,939,436
|
|
|
10,939,436
|
|
||
|
|
|
|
||||
Net income per limited partner unit:
|
|
|
|
||||
Common - basic and diluted
|
$
|
0.42
|
|
|
$
|
1.69
|
|
Subordinated - SUSS (basic and diluted)
|
$
|
0.42
|
|
|
$
|
1.69
|
|
20.
|
Quarterly Results of Operations (unaudited)
|
|
|
2012 (a)
|
|
2013
|
||||||||||||||||||||||||||||
|
|
1st
QTR |
|
2nd
QTR |
|
3rd
QTR |
|
4th
QTR |
|
1st
QTR |
|
2nd
QTR |
|
3rd
QTR |
|
4th
QTR |
||||||||||||||||
|
|
Predecessor
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
(dollars and gallons in thousands)
|
||||||||||||||||||||||||||||||
Motor fuel sales (b)
|
|
$
|
1,082,996
|
|
|
$
|
1,097,534
|
|
|
$
|
1,120,298
|
|
|
$
|
1,008,025
|
|
|
$
|
1,087,489
|
|
|
$
|
1,117,414
|
|
|
$
|
1,162,746
|
|
|
$
|
1,109,259
|
|
Rental and other income
|
|
3,409
|
|
|
3,041
|
|
|
3,499
|
|
|
2,610
|
|
|
2,928
|
|
|
3,483
|
|
|
4,051
|
|
|
5,209
|
|
||||||||
Total revenue (b)
|
|
1,086,405
|
|
|
1,100,575
|
|
|
1,123,797
|
|
|
1,010,635
|
|
|
1,090,417
|
|
|
1,120,897
|
|
|
1,166,797
|
|
|
1,114,468
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel gross profit
|
|
7,112
|
|
|
11,570
|
|
|
9,799
|
|
|
12,592
|
|
|
13,215
|
|
|
14,012
|
|
|
14,903
|
|
|
15,774
|
|
||||||||
Other gross profit
|
|
2,771
|
|
|
2,610
|
|
|
3,029
|
|
|
2,019
|
|
|
2,341
|
|
|
2,944
|
|
|
3,500
|
|
|
4,275
|
|
||||||||
Total gross profit
|
|
9,883
|
|
|
14,180
|
|
|
12,828
|
|
|
14,611
|
|
|
15,556
|
|
|
16,956
|
|
|
18,403
|
|
|
20,049
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from operations
|
|
2,734
|
|
|
5,897
|
|
|
5,469
|
|
|
9,312
|
|
|
8,979
|
|
|
10,530
|
|
|
10,663
|
|
|
10,766
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
|
$
|
1,674
|
|
|
$
|
3,703
|
|
|
$
|
3,617
|
|
|
$
|
8,576
|
|
|
$
|
8,227
|
|
|
$
|
9,680
|
|
|
$
|
9,597
|
|
|
$
|
9,523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Limited partners interest in net income subsequent to IPO:
|
|
|
|
|
|
574
|
|
|
8,576
|
|
|
8,227
|
|
|
9,680
|
|
|
9,597
|
|
|
9,523
|
|
||||||||||
Net income per limited Partner unit: (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common (basic)
|
|
|
|
|
|
$
|
0.03
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
||||
Common (diluted)
|
|
|
|
|
|
$
|
0.03
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
||||
Subordinated (basic and diluted)
|
|
|
|
|
|
$
|
0.03
|
|
|
$
|
0.39
|
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fuel gallons
|
|
351,368
|
|
|
369,027
|
|
|
367,362
|
|
|
362,189
|
|
|
366,882
|
|
|
389,041
|
|
|
399,524
|
|
|
415,587
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel margin - third party (d)
|
|
5.0¢
|
|
7.5¢
|
|
6.3¢
|
|
4.5¢
|
|
5.0¢
|
|
4.9¢
|
|
5.2¢
|
|
5.2¢
|
||||||||||||||||
Motor fuel margin - affiliated (e)
|
|
|
|
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
(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)
|
In 2013, we revised our presentation of fuel taxes on motor fuel sales at our consignment locations to present such fuel taxes gross in motor fuel sales. Prior years' motor fuel sales have been adjusted to reflect this revision.
|
(c)
|
Net income per unit is only calculated for the Partnership after the IPO as no units were outstanding prior to September 25, 2012.
|
(d)
|
Excludes the impact of motor fuel sold to affiliates.
|
(e)
|
Prior to September 25, 2012, there was no mark-up on gallons sold to affiliates. This only includes mark-up on gallons sold after September 24, 2012.
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated September 25, 2012 (1)
|
3.2
|
|
|
Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC, dated September 25, 2012 (1)
|
10.1
|
|
|
Omnibus Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC and Susser Holdings Corporation, dated September 25, 2012 (1)
|
10.2
|
|
|
Revolving Credit Agreement among Susser Petroleum Partners LP, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, dated September 25, 2012 (1)
|
10.3
|
|
|
Amendment No.1 and Joinder to Credit Agreement among Susser Petroleum Partners LP, as Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, dated December 17, 2013 *
|
10.4
|
|
|
Term Loan and Security Agreement between Susser Petroleum Partners LP, as Borrower, and Bank of America, N.A., as Lender, dated September 25, 2012 (1)
|
10.5
|
|
|
Transportation Agreement between Susser Petroleum Operating Company LLC and Susser Petroleum Company LLC, dated September 25, 2012 (1)
|
10.6
|
|
|
Fuel Distribution Agreement by and among Susser Petroleum Operating Company LLC, Susser Holdings Corporation, Stripes LLC and Susser Petroleum Company LLC, dated September 25, 2012 (1)
|
10.7
|
|
|
Contribution Agreement by and among Susser Petroleum Partners LP, Susser Petroleum Partners GP LLC, Susser Holdings Corporation, Susser Holdings, L.L.C., Stripes LLC and Susser Petroleum Company LLC, dated September 25, 2012 (1)
|
10.8
|
|
|
Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (2)
|
10.9
|
|
|
Form of Director Indemnification Agreement (2)
|
10.10
|
|
|
Revised Form of Director Indemnification Agreement *
|
10.11
|
|
|
Form of Phantom Unit Award Agreement (2)
|
10.12
|
|
|
Form of Lease Agreement (Stripes LLC) (3)
|
10.13
|
|
+
|
Branded Marketer Agreement between Susser Petroleum Company LLC and Chevron Products Company effective September 1, 2011, as assigned to Susser Petroleum Operating Company LLC on September 25, 2012 (2)
|
10.14
|
|
+
|
Unbranded Supply Agreement, dated July 28, 2006, by and between Susser Petroleum Company, LP and Valero Marketing and Supply Company, L.P., and assigned to Susser Petroleum Operating Company LLC on September 25, 2012 (2)
|
10.15
|
|
+
|
Branded Distributor Marketing Agreement (Valero Brand) dated July 28, 2006, by and between Valero Marketing and Supply Company and Susser Petroleum Company, LP, and assigned to Susser Petroleum Operating Company LLC on September 25, 2012 (2)
|
10.16
|
|
+
|
Branded Distributor Marketing Agreement (Shamrock Brand) dated July 28, 2006, by and between Valero Marketing and Supply Company and Susser Petroleum Company, LP, and assigned to Susser Petroleum Operating Company LLC on September 25, 2012 (2)
|
10.17
|
|
+
|
Master Agreement, dated July 28, 2006, by and between Valero Marketing and Supply Company and Susser Petroleum Company, LP, and assigned to Susser Petroleum Operating Company LLC on September 25, 2012 ,as amended (2)
|
21.1
|
|
|
List of Subsidiaries of the Registrant *
|
23.1
|
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm *
|
31.1
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended *
|
31.2
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended *
|
32.1
|
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 **
|
32.2
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 **
|
101
|
|
|
Interactive data files
|
*
|
Filed herewith.
|
**
|
Filed herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Annual Report on Form 10-K and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
+
|
Confidential treatment has been granted with respect to portions of this exhibit.
|
(1)
|
Incorporated by reference to the current report on Form 8-K filed by the registrant on September 25, 2012.
|
(2)
|
Incorporated by reference to the registration statement on Form S-1 (Registration Number 333-182276), as amended, originally filed by the registrant on June 22, 2012.
|
SUSSER PETROLEUM PARTNERS LP
|
||
By:
|
Susser Petroleum Partners GP LLC,
its general partner
|
|
By:
|
/s/ E.V. Bonner, Jr.
|
|
|
E.V. Bonner, Jr.
|
|
|
Executive Vice President, Secretary and
General Counsel
|
SUSSER HOLDINGS CORPORATION
|
||
By:
|
/s/ E.V. Bonner, Jr.
|
|
|
E.V. Bonner, Jr.
|
|
|
Executive Vice President, Secretary and
General Counsel
|
SUSSER PETROLEUM OPERATING COMPANY LLC
|
||
By:
|
/s/ E.V. Bonner, Jr.
|
|
|
E.V. Bonner, Jr.
|
|
|
Executive Vice President, Secretary and
General Counsel
|
SUSSER PETROLEUM PROPERTY COMPANY LLC
|
||
By:
|
/s/ E.V. Bonner, Jr.
|
|
|
E.V. Bonner, Jr.
|
|
|
Executive Vice President, Secretary and
General Counsel
|
T&C WHOLESALE, LLC
|
||
By:
|
/s/ E.V. Bonner, Jr.
|
|
|
E.V. Bonner, Jr.
|
|
|
Executive Vice President, Secretary and
General Counsel
|
SUSSER ENERGY SERVICES LLC
|
||
By:
|
/s/ E.V. Bonner, Jr.
|
|
|
E.V. Bonner, Jr.
|
|
|
Executive Vice President, Secretary and
General Counsel
|
BANK OF AMERICAN, N.A.,
|
||
as Administrative Agent
|
||
By:
|
/s/ Denise Jones
|
|
|
Denise Jones
|
|
|
Assistant Vice President
|
BANK OF AMERICAN, N.A.,
|
||
as Lender, Swing Line Lender and L/C Issuer
|
||
By:
|
/s/ Gary L. Mingle
|
|
|
Gary L. Mingle
|
|
|
Senior Vice President
|
BARCLAYS BANK PLC,
as a Lender
|
||
By:
|
/s/ Vanessa A. Kurbatskiy
|
|
Name:
|
Vanessa A. Kurbatskiy
|
|
Title:
|
Vice President
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as a Lender
|
||
By:
|
/s/ Stephen A. Leon
|
|
Name:
|
Stephen A. Leon
|
|
Title:
|
Managing Director
|
BMO Harris Financing, Inc
, as a Lender
|
||
By:
|
/s/ Thomas Hasenauer
|
|
Name:
|
Thomas Hasenauer
|
|
Title:
|
Vice President
|
Royal Bank of Canada
, as a Lender
|
||
By:
|
/s/ Jason S. York
|
|
Name:
|
Jason S. York
|
|
Title:
|
Authorized Signatory
|
Regions Bank
, as a Lender
|
||
By:
|
/s/ James Watkins
|
|
Name:
|
James Watkins
|
|
Title:
|
Senior Vice President
|
AMEGY BANK NATIONAL
ASSOCIATION
, as a Lender
|
||
By:
|
/s/ Jeremy A. Newsom
|
|
Name:
|
Jeremy A. Newsom
|
|
Title:
|
Senior Vice President
|
Cadence Bank, N.A.
, as a Lender
|
||
By:
|
/s/ Mike Ross
|
|
Name:
|
Mike Ross
|
|
Title:
|
Executive Vice President
|
Compass Bank, as a Lender
|
||
By:
|
/s/ Adrayll Askew
|
|
Name:
|
Adrayll Askew
|
|
Title:
|
Senior Vice President
|
Branch Banking & Trust Company, as a Lender
|
||
By:
|
/s/ Matt McCain
|
|
Name:
|
Matt McCain
|
|
Title:
|
Senior Vice President
|
Capital One, NA, as a Lender
|
||
By:
|
/s/ Jack Legendre
|
|
Name:
|
Jack Legendre
|
|
Title:
|
Sr. Vice President
|
RAYMOND JAMES BANK, N.A
., as a Lender
|
||
By:
|
/s/ Michael G. Pelletier
|
|
Name:
|
Michael G. Pelletier
|
|
Title:
|
Vice President
|
Frost Bank
., as a Lender
|
||
By:
|
/s/ Ralph E. Tapscott
|
|
Name:
|
Ralph E. Tapscott
|
|
Title:
|
Senior Vice President
|
US BANK NATIONAL ASSOCIATION
., as a Lender
|
||
By:
|
/s/ Steven L. Sawyer
|
|
Name:
|
Steven L. Sawyer
|
|
Title:
|
Senior Vice President
|
Trustmark National Bank, as a Lender
|
||
By:
|
/s/ Michael N. Oakes
|
|
Name:
|
Michael N. Oakes
|
|
Title:
|
Senior Vice President
|
AMERICAN BANK, N.A.
,
as a Lender
|
||
By:
|
/s/ Mark Meyer
|
|
Name:
|
Mark Meyer
|
|
Title:
|
Chief Lending Officer
|
Kleberg First National Bank
, as a Lender
|
||
By:
|
/s/ Chad D. Stary
|
|
Name:
|
Chad D. Stary
|
|
Title:
|
Executive VP & Chief Credit Officer
|
Lender
|
Revolving Credit Commitment
|
Applicable Percentage
|
|||
Bank of America, N.A.
|
|
$60,000,000.00
|
|
15.000000000
|
%
|
Barclays Bank PLC
|
|
$38,000,000.00
|
|
9.500000000
|
%
|
Wells Fargo Bank, National Association
|
|
$33,000,000.00
|
|
8.250000000
|
%
|
BMO Harris Financing, Inc.
|
|
$29,000,000.00
|
|
7.250000000
|
%
|
Royal Bank of Canada
|
|
$29,000,000.00
|
|
7.250000000
|
%
|
Regions Bank
|
|
$28,000,000.00
|
|
7.000000000
|
%
|
Amegy Bank National Association
|
|
$28,000,000.00
|
|
7.000000000
|
%
|
Cadence Bank, N.A.
|
|
$24,000,000.00
|
|
6.000000000
|
%
|
Compass Bank
|
|
$21,000,000.00
|
|
5.250000000
|
%
|
Branch Banking and Trust Company
|
|
$20,000,000.00
|
|
5.000000000
|
%
|
Capital One, N.A.
|
|
$20,000,000.00
|
|
5.000000000
|
%
|
Frost Bank
|
|
$18,000,000.00
|
|
4.500000000
|
%
|
Raymond James Bank, N.A.
|
|
$18,000,000.00
|
|
4.500000000
|
%
|
US Bank National Association
|
|
$16,000,000.00
|
|
4.000000000
|
%
|
Trustmark National Bank
|
|
$8,000,000.00
|
|
2.000000000
|
%
|
American Bank N.A.
|
|
$5,000,000.00
|
|
1.250000000
|
%
|
Kleberg First National Bank
|
|
$5,000,000.00
|
|
1.250000000
|
%
|
TOTAL
|
|
$400,000,000.00
|
|
100.000000000
|
%
|
(a)
|
The Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in
Section 8
of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof brought by Indemnitee for (i) indemnification, advance payment of Expenses or contribution by the Companies under this Agreement, the Company Organizational Documents or other Enterprise Organizational Document, or any other agreement; or (ii) recovery under any director and officer liability insurance policies maintained by any Company or other Enterprise.
|
(b)
|
To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) in any Proceeding to which Indemnitee is not a party, the Companies shall, to the fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and the Companies will advance on an as-incurred basis (as provided in
Section 8
of this Agreement), all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith.
|
(a)
|
Notice of Proceeding
. Indemnitee agrees to notify the Companies promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any Company will relieve such Company of its advancement, indemnification or contribution obligations under this Agreement only to the extent such Company can establish that such omission to notify resulted in actual material prejudice to it, and the omission to notify such Company will, in any event, not relieve any Company from any liability which it may have to indemnify Indemnitee or advance Expenses to Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Companies have director and officer insurance policies in effect, the Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.
|
(b)
|
Defense; Settlement
.
|
(i)
|
The Companies shall not, without the prior written consent of Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee, or any proceeding which could have been brought against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee, unless such settlement solely involves the payment of money or performance of any obligation by Persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters. The Companies shall not be obligated to indemnify Indemnitee for amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Companies’ prior written consent, which consent shall not be unreasonably withheld.
|
(ii)
|
In any Proceeding in connection with which Indemnitee has submitted a Company with a written request for advancement and/or indemnification of Expenses pursuant to
Section 9(c)
of this Agreement, such Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of such Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee, and retention of such counsel by such Company, Indemnitee shall nevertheless be entitled to employ or continue to employ his own counsel in such Proceeding. Employment of such counsel by Indemnitee shall be at the cost and expense of the Companies
|
(c)
|
Request for Advancement; Request for Indemnification
.
|
(i)
|
To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Companies a written request therefor, together with such invoices or other supporting information as may be reasonably requested by the Companies and reasonably available to Indemnitee, and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced to the extent that Indemnitee is obligated to repay such amounts pursuant to Section 8 of this Agreement. The Companies shall make advance payment of Expenses to Indemnitee no later than ten (10) days after receipt of the written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written request for advancement of Expenses, the Companies have director and officer insurance policies in effect, the Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.
|
(ii)
|
To obtain indemnification under this Agreement, Indemnitee shall submit a written request therefor. The time at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee's sole discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification), a Determination shall thereafter be made, as provided in and only to the extent required by
Section 9(d)
of this Agreement. In no event shall a Determination be made, or required to be made, as a condition to or otherwise in connection with any advancement of Expenses pursuant to
Section 8
and
Section 9(c)(i)
of this Agreement. If, at the time of receipt of any such request for indemnification, the Companies have director and officer insurance policies in effect, the Companies will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies.
|
(d)
|
Determination
. Any Determination shall be made within thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to Section 9(c)(ii) (or in the case of a Determination to be made by Independent Counsel within thirty (30) days of the selection of Independent Counsel) and such
|
(i)
|
If a Potential Change in Control or a Change in Control shall have occurred, by Independent Counsel (selected in accordance with Section 9(e)) in a written opinion to the Board of Directors, a copy of which opinion shall be delivered to Indemnitee, unless Indemnitee shall request that such Determination be made by the Board of Directors, or a committee of the Board of Directors, in which case the Determination shall be made by the Persons and in the manners provided for in clauses (x) or (y) of Section 9(d)(ii) below; or
|
(ii)
|
If a Potential Change in Control or a Change in Control shall not have occurred, (x) by the Board of Directors by a majority vote of the Disinterested Directors even though less than a quorum of the Board of Directors, (y) by a majority vote of a committee consisting solely of one or more Disinterested Directors designated to act in the matter by a majority vote of all Disinterested Directors, even though less than a quorum of the Board of Directors, or (z) if there are no Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, with Independent Counsel being selected by a vote of the Disinterested Directors as set forth in clauses (x) or (y) of this Section 9(d)(ii), or if such vote is not obtainable or such a committee of Disinterested Directors cannot be established, by a majority vote of the Board of Directors.
|
(e)
|
Independent Counsel
. If a Potential Change in Control or a Change in Control shall not have occurred and the Determination is to be made by Independent Counsel, the Independent Counsel shall be selected by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) if there are no Disinterested Directors, a majority vote of the Board, and the General Partner shall give written notice to Indemnitee, within ten (10) days after receipt
|
(f)
|
Consequences of Determination; Remedies of Indemnitee
. The Companies shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Companies do not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before a Court to challenge such Adverse Determination or to require the Companies to make such payments or advances (and the Companies shall have the right to defend their position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Companies in accordance with Section 8 of this Agreement. If Indemnitee fails to challenge an Adverse Determination, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of a Court from which no appeal can be taken, then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Companies shall not be obligated to indemnify Indemnitee under this Agreement.
|
(g)
|
Presumptions; Burden and Standard of Proof
. The parties intend and agree that, to the extent permitted by law, in connection with any Determination by any Person, including a Court:
|
(i)
|
it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and the Enterprise or any other Person challenging such right will have the burden of proof to overcome that presumption in connection with any Determination contrary to that presumption;
|
(ii)
|
the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the applicable Enterprise, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, or that Indemnitee did not act in accordance with any other applicable standard of conduct imposed by contract, applicable law or otherwise;
|
(iii)
|
Indemnitee will be deemed to have acted in good faith if it is determined by a majority of the board of directors or other governing body of the applicable Enterprise or by Independent Counsel, as applicable, that
|
(iv)
|
the knowledge and actions, or failure to act, of any director, officer, manager, representative, agent or employee of any Enterprise or other relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.
|
(a)
|
Each Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of Indemnitee’s status as such, whether or not any such Company would have the power to indemnify Indemnitee against such liability. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other current or former officer or director of the General Partner. If a Company has such insurance in effect at the time it receives from Indemnitee any notice of the commencement of an action, suit, proceeding or other claim, such Company shall give prompt notice of the commencement of such action, suit, proceeding or other claim to the insurers in accordance with the procedures set forth in the policy. The Companies shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding or other claim in accordance with the terms of such policy, provided that the Companies shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. The Companies shall continue to provide such insurance coverage to Indemnitee for a period of at least six (6) years after Indemnitee ceases to serve as a director or any other Corporate Status.
|
(b)
|
Subject to
Section 10(d)
, in the event of any payment by any Company under this Agreement, such Company shall be subrogated to the extent of such payment to
|
(c)
|
Each of the Companies hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise (and to cause each of the other Enterprises not to exercise), any rights that such Company or other Enterprise, as the case may be, may now have or hereafter acquire against any Designating Partner (or former Designating Partner) or any of their respective affiliates that arise from or relate to the existence, payment, performance or enforcement of the Companies’ obligations under this Agreement or under any other indemnification agreement or arrangement (whether pursuant to contract, Company Organizational Documents or other Enterprise Organizational Documents or otherwise) with any Person, including, without limitation, any right of subrogation (whether pursuant to contract or common law), reimbursement, exoneration, contribution or indemnification, or to be held harmless, and any right to participate in any claim or remedy of Indemnitee against any Designating Partner (or former Designating Partner) or any of their respective affiliates, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Designating Partner (or former Designating Partner) or any of their respective affiliates, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.
|
(d)
|
The Companies shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any other indemnification agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise;
|
(e)
|
Subject to
Section 10(d)
, the Companies’ obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating to Indemnitee’s Corporate Status shall be reduced by any amount Indemnitee has actually received as payment of indemnification or advancement of Expenses from such
|
(f)
|
Except for the rights set forth in
Sections 10(c)
,
10(d)
and
10(e)
of this Agreement, the rights to indemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time, whenever conferred or arising, be entitled under applicable law, the Company Organizational Documents or other Enterprise Organizational Documents or any other agreement, resolution of directors (or similar governing body) of any Enterprise, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon Indemnitee’s first service as a director (and officer, if applicable) of the General Partner. The Parties hereby agree that Sections
10(c)
,
10(d)
and
10(e)
of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with any Enterprise relating to advancement or indemnification.
|
(g)
|
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
|
(a)
|
Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be, or to be retained, in the employment of any of the Enterprise Entities. This Agreement shall continue in force as provided above after Indemnitee has ceased to serve as a director of the General Partner or in any other Corporate Status.
|
(b)
|
This Agreement shall be binding on each Company and each successor to or assignee of each Company (including, without limitation, any direct or indirect successor or assignee by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of such Company); and, unless such succession or assignment occurs by operation of law, each Company shall require and cause any such successor or assignee to expressly assume and agree to perform this Agreement to the same extent that such Company would be required to perform if no such succession or assignment had occurred. This Agreement
|
(c)
|
The Designating Partners are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement, and may specifically enforce the Companies’ obligations hereunder (including but not limited to the obligations specified in Section 10 of this Agreement) as though a party hereunder.
|
(a)
|
“
Adverse Determination
” shall have the meaning set forth in the definition of Determination.
|
(b)
|
“
Beneficial Owner
” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof, and “
Beneficially Owns
” and “
Beneficially Owned
” shall have correlative meanings.
|
(c)
|
“
Board of Directors
” or “
Board
” means the board of directors of the General Partner.
|
(d)
|
“
Change of Control
” shall be deemed to have occurred with respect to the General Partner or the Partnership if any change in control or similar event, however denominated, shall occur under and as defined in the General Partner Agreement,
provided
,
however
, that if there is no such provision in the General Partner Agreement, a “Change of Control” shall occur for purposes of this Agreement when any Person, other than the Sponsor Companies, shall Beneficially Own, directly or indirectly, Equity Interests of the General Partner representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the General Partner and the percentage of the aggregate ordinary voting power represented by such Equity Interests Beneficially Owned by such Person exceeds the percentage of the aggregate ordinary voting power represented by Equity Interests of the General Partner then Beneficially Owned, directly or indirectly, by the Sponsor Companies (except if the General Partner shall cease to be the general partner of the Partnership solely as a result of the Partnership’s conversion to, or its otherwise becoming, another type of business entity), unless (A) the Sponsor Companies have, at such time, the right or the ability, directly or indirectly, by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the General Partner, or (B) during any period of twelve (12) consecutive calendar months, a majority of the seats (other than vacant seats) on the board of directors of the General Partner shall be occupied by persons who were (x) members of the board of directors of the General Partner on the date of this Agreement or nominated by the board of directors (or similar governing body) of the General Partner or by the Sponsor Companies or Persons nominated by the Sponsor Companies or (y) appointed by directors so nominated.
|
(e)
|
“
Corporate Status
” describes the status of a person by reason of such person’s past, present or future service as a director or officer or in any capacity for any Enterprise at the request of the sole member of the General Partner.
|
(f)
|
“
Designating Partners
” means any of the Sponsors Companies, in each case so long as an individual employed by a Sponsor Company, or any of their respective affiliates, serves as a director of the General Partner or in any other Corporate Status.
|
(g)
|
“
Determination
” means a determination that either (x) indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a “
Favorable Determination
”) or (y) indemnification of Indemnitee is not proper in the circumstances because Indemnitee failed to meet a particular standard of conduct (an “
Adverse Determination
”). An Adverse Determination shall include the decision that a Determination was required in
|
(h)
|
“
Disabling Conduct
” means that, in respect of the particular claim, issue or matter in question or the particular Proceeding, there is a final non-appealable judicial determination that the Indemnitee acted in bad faith, engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.
|
(i)
|
“
Disinterested Director
” means, with respect to any request by Indemnitee for indemnification hereunder, a director of the General Partner who at the time of the vote is not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
|
(j)
|
“
Enterprise
” shall mean each of the Companies and their respective subsidiaries and any other entity, constituent entity (including any constituent of a constituent) absorbed in a consolidation or merger to which any Company (or any of its subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise of which Indemnitee is or was serving at the request of a Company as a director, officer, trustee, manager, venturer, proprietor, partner, member, employee, agent, fiduciary or similar functionary.
|
(k)
|
“
Enterprise Entity
” means any Enterprise.
|
(l)
|
“
Equity Interests
” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
|
(m)
|
“
Exchange Act
” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
|
(n)
|
“
Expenses
” shall mean all reasonable direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding, including, but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement,
|
(o)
|
“
Favorable Determination
” shall have the meaning set forth in the definition of Determination.
|
(p)
|
“
Independent Counsel
” means, at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of limited partnership, limited liability company or corporation law, as applicable, and (b) is not, at such time, or has not been in the three years prior to such time, retained to represent: (i) any Enterprise or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnities under similar indemnification agreements), (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder or (iii) the Beneficial Owner, directly or indirectly, of securities of any Company representing 5% or more of the ownership interests or the voting power of such Company’s then outstanding ownership interests or voting securities, respectively. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing any of the Companies or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor.
|
(q)
|
“
Person
” means any individual, entity or group (within the meaning of Rule 13d-5 of the Exchange Act but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan).
|
(r)
|
“
Potential Change in Control
” shall be deemed to have occurred if (i) any Person shall have announced publicly an intention to take actions to effect a Change in Control, or commenced any action that, if successful, would reasonably be expected to result in the occurrence of a Change in Control; (ii) the General Partner enters into an agreement or arrangement on behalf of itself or the Partnership, the consummation of which would result in the occurrence of a Change in Control; or (iii) any other event occurs that the Board declares to be a Potential Change of Control.
|
(s)
|
“
Proceeding
” includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened, pending or completed
|
(t)
|
“
Sponsor Companies
” means Susser Holdings Corporation, a Delaware corporation, and any other entity that is an affiliate of Susser Holdings Corporation (other than the Companies).
|
(a)
|
If to Indemnitee to:
|
(b)
|
If to any Company, to:
|
General Partner:
|
SUSSER PETROLEUM PARTNERS GP LLC
|
|
|
|
By:___________________________________
Name:
Title:
|
|
|
|
|
|
|
Partnership:
|
SUSSER PETROLEUM PARTNERS LP
|
|
|
|
By: Susser Petroleum Partners GP LLC, its general partner
|
|
By:___________________________________
Name:
Title:
|
|
|
|
|
|
|
Indemnitee:
|
______________________________________
Name:
|
|
|
|
Susser Energy Services LLC
|
|
Texas
|
Susser Petroleum Operating Company LLC
|
|
Delaware
|
Susser Petroleum Property Company LLC
|
|
Delaware
|
T&C Wholesale LLC
|
|
Texas
|
1.
|
I have reviewed this annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
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
|
|
(d)
|
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: March 14, 2014
|
|
/s/ Rocky B. Dewbre
|
|
|
Rocky B. Dewbre
|
|
|
Chief Executive Officer of Susser Petroleum Partners GP LLC
|
|
|
(the general partner of Susser Petroleum Partners LP)
|
1.
|
I have reviewed this annual report on Form 10-K 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;
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3.
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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;
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4.
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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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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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;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: March 14, 2014
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/s/ Mary E. Sullivan
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Mary E. Sullivan
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Chief Financial Officer of Susser Petroleum Partners GP LLC
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(the general partner of Susser Petroleum Partners LP)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Rocky B. Dewbre
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Rocky B. Dewbre
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Chief Executive Officer of Susser Petroleum Partners GP LLC
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(the general partner of Susser Petroleum Partners LP)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
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/s/ Mary E. Sullivan
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Mary E. Sullivan
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Chief Financial Officer of Susser Petroleum Partners GP LLC
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(the general partner of Susser Petroleum Partners LP)
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