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
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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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11
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Item 1B.
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26
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Item 2.
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26
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Item 3.
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26
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Item 4.
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26
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Item 5.
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Market for Our Common Equity, Related
Unitholder Matters and Issuer Purchases of Equity Securities
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27
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Item 6.
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29
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Item 7.
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30
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Item 7A.
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46
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Item 8.
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46
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Item 9.
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46
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Item 9A.
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46
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Item 9B.
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50
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Item 10.
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50
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Item 11.
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55
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related
Unitholder Matters
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65
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Item 13.
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68
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Item 14.
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Principal Account
ant Fees and Services
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69
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Item 15.
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71
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72
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•
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14,436
common units and
10,939,436
subordinated units, representing an aggregate
50.1%
limited partner interest in us as of the date of the offering;
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•
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All of the then outstanding incentive distribution rights (as discussed in our partnership agreement); and
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•
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An aggregate cash distribution of
$206.0 million
.
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•
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Susser Petroleum Operating Company LLC ("SPOC"), a Delaware limited liability company, distributes motor fuel to Susser's retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.
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•
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T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma and Kansas.
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•
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Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
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•
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Southside Oil, LLC and MACS Retail LLC, both Virginia limited liability companies (collectively "MACS"), distribute motor fuel and own and operate convenience stores, respectively.
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Aloha Petroleum, Ltd, a Hawaii corporation ("Aloha"), distributes motor fuel and owns and operates convenience stores on the Hawaiian islands.
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A fuel distribution agreement (the “Susser Distribution Contract”), pursuant to which we are the exclusive distributor of motor fuel to Susser's 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 Susser 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 Susser for its own account will be added to the Susser Distribution Contract pursuant to the terms of our Omnibus Agreement; and
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A Transportation Contract (the “Susser Transportation Contract”), pursuant to which Susser arranges for motor fuel to be delivered from our suppliers to some of 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 Susser. The term of the Transportation Contract is ten years ending in 2022.
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Year Ended December 31,
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|||||||||||||
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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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2014
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Customer Group
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Affiliates
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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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1,178,619
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Third-party dealers and other commercial customers
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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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749,925
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Total
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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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1,928,544
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Year Ended December 31,
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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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2014
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Customer Group
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Affiliates
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526
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541
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648
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662
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736
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Third-party contracted dealer locations
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431
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565
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490
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504
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793
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Total
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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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1,529
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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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competitive pressures from convenience stores, gasoline stations, and non-traditional fuel retailers such as supermarkets, club stores and mass merchants located in Susser's 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 Susser's motor fuel sales;
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the impact of severe or unfavorable weather conditions on Susser's facilities or communications networks, or on consumer behavior, travel and convenience store traffic patterns;
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cross-border risks associated with the concentration of Susser's stores in markets bordering Mexico;
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Susser’s dependence on information technology systems;
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Susser's ability to build or acquire and successfully integrate new stores;
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the operation of Susser's retail stores in close proximity to stores of our other customers; and
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risks relating to Susser's 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 or have convenience stores 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 general 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 at favorable interest rates 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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•
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our inability to renew a ground lease for certain of our fuel storage terminals on similar terms or at all;
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our dependence on third parties to supply our fuel storage terminals;
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outages at our fuel storage terminals or interrupted operations due to weather-related or other natural causes;
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the threat that the nation’s terminal infrastructure may be a future target of terrorist organizations;
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the volatility in the prices of the products stored at our fuel storage terminals and the resulting fluctuations in demand for our storage services;
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the effects of a sustained recession or other adverse economic conditions;
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the possibility of federal and/or state regulations that may discourage our customers from storing gasoline, diesel fuel, ethanol and jet fuel at our fuel storage terminals or reduce the demand by consumers for petroleum products;
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competition from other fuel storage terminals that are able to supply our customers with comparable storage capacity at lower prices; and
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climate change legislation or regulations that restrict emissions of GHGs could result in increased operating and capital costs and reduced demand for our storage services.
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the validity of our assumptions about revenues, capital expenditures and operating costs of the acquired business or assets, as well as assumptions about achieving synergies with our existing business;
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the validity of our assessment of environmental and other liabilities, including legacy liabilities;
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the costs associated with additional debt or equity capital, which may result in a significant increase in our interest expense and financial leverage resulting from any additional debt incurred to finance the acquisition, or the issuance of additional common units on which we will make distributions, either of which could offset the expected accretion to our unitholders from such acquisition and could be exacerbated by volatility in the equity or debt capital markets;
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a failure to realize anticipated benefits, such as increased available cash per unit, enhanced competitive position or new customer relationships;
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a decrease in our liquidity by using a significant portion of our available cash or borrowing capacity to finance the acquisition;
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the incurrence of other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and
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the risk that our existing financial controls, information systems, management resources and human resources will need to grow to support future growth and we may not be able to react timely.
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difficulties operating in a larger combined organization in new geographic areas and new lines of business;
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the inability to hire, train or retain qualified personnel to manage and operate our growing business and assets;
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difficulties in integrating management teams and employees into our operations and establishing effective communication and information exchange with such management teams and employees;
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the diversion of management’s attention from our existing business;
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difficulties in the assimilation of the acquired assets and operations, including additional regulatory programs;
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loss of customers or key employees;
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maintaining an effective system of internal controls and integrating internal controls, compliance under the Sarbanes-Oxley Act of 2002 and other regulatory compliance and corporate governance matters; and
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difficulties integrating new technology systems for financial reporting.
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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 certain additional indebtedness;
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Incur, permit, or assume certain liens to exist on our properties or assets;
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Make certain investments or enter into certain restrictive 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 ETP or Susser 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 ETP or Susser, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders.
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Certain officers and directors of our general partner are officers or directors of affiliates of our general partner, and also devote significant time to the business of these entities and are compensated accordingly.
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Other than as provided in the Omnibus Agreement, affiliates of our general partner, including ETP, are not limited in their ability to compete with us and may offer business opportunities or sell assets to parties other than us.
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Our partnership agreement provides that our general partner may, but is not required, in connection with its resolution of a conflict of interest, to seek “special approval” of such resolution by appointing a conflicts committee of the general partner’s board of directors composed of one or more independent directors to consider such conflicts of interest and to either, itself, take action or recommend action to the board of directors, and any resolution of the conflict of interest by the conflicts committee shall be conclusively deemed to be approved by our unitholders.
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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 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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ETP may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to ETP's 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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the right to share in Partnership’s profits and losses;
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the right to share in the Partnership’s distributions;
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the rights upon dissolution and liquidation of the Partnership;
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whether, and the terms upon which, the Partnership may redeem the securities;
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whether the securities will be issued, evidenced by certificates and assigned or transferred; and
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the right, if any, of the security to vote on matters relating to the Partnership, including matters relating to the relative rights, preferences and privileges of such security.
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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 ETP, 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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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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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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141
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24
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8
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19
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59
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251
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Susser Stripes
®
locations
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66
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—
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—
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—
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—
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66
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Company-operated convenience stores
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67
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23
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13
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8
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44
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155
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Total
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274
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47
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21
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27
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103
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472
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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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Quarter Ended
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December 31, 2014
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$
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55.99
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$
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42.28
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$
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0.6000
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February 27, 2015
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September 30, 2014
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$
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59.99
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$
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46.49
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$
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0.5457
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November 28, 2014
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June 30, 2014
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$
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47.93
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$
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35.08
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|
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$
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0.5197
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August 29, 2014
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March 31, 2014
|
|
$
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37.44
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|
|
$
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32.00
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|
|
$
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0.5021
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|
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May 30, 2014
|
December 31, 2013
|
|
$
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36.66
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|
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$
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30.05
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|
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$
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0.4851
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February 28, 2014
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September 30, 2013
|
|
$
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32.84
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|
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$
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28.64
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|
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$
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0.4687
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November 29, 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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$
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0.4528
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August 29, 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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$
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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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December 31, 2012
|
|
$
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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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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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|
|
$
|
0.0285
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November 29, 2012
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|
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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
|
|
Unitholders
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|
IDR Holder
|
||
Minimum Quarterly Distribution
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$0.4375
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|
100
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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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Second Target Distribution
|
Above $0.503125 up to $0.546875
|
|
85
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%
|
|
15
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%
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Third Target Distribution
|
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
|
Above $0.656250
|
|
50
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%
|
|
50
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%
|
|
|
|
|
|
|
|
||||||||||||||
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Predecessor
|
|
Combined
|
|||||||||||||||||
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Year ended December 31, 2010
|
|
Year ended December 31, 2011
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|
Year ended December 31, 2012 (1)
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|
Year ended December 31, 2013
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|
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Year ended December 31, 2014
|
||||||||||
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(in thousands, except per unit data)
|
|||||||||||||||||||
Statement of Income Data:
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|
|
|
|
|
|
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|
||||||||||
Total revenues
|
$
|
2,729,479
|
|
|
$
|
3,874,980
|
|
|
$
|
4,321,412
|
|
|
$
|
4,492,579
|
|
|
|
$
|
5,382,016
|
|
Total gross profit
|
36,099
|
|
|
43,023
|
|
|
51,502
|
|
|
70,964
|
|
|
|
175,926
|
|
|||||
Operating expenses
|
21,363
|
|
|
26,062
|
|
|
28,090
|
|
|
30,026
|
|
|
|
101,459
|
|
|||||
Income from operations
|
14,736
|
|
|
16,961
|
|
|
23,412
|
|
|
40,938
|
|
|
|
74,467
|
|
|||||
Net income attributable to limited partners
|
$
|
9,216
|
|
|
$
|
10,598
|
|
|
$
|
17,570
|
|
|
$
|
37,027
|
|
|
|
$
|
56,743
|
|
Net income per limited partner unit (2)
|
|
|
|
|
$
|
0.42
|
|
|
$
|
1.69
|
|
|
|
$
|
1.96
|
|
||||
Cash distribution per unit (2)
|
|
|
|
|
$
|
0.47
|
|
|
$
|
1.84
|
|
|
|
$
|
2.17
|
|
||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
17,469
|
|
|
$
|
14,665
|
|
|
$
|
16,488
|
|
|
$
|
50,680
|
|
|
|
$
|
105,975
|
|
Investing activities
|
$
|
(14,308
|
)
|
|
$
|
(19,153
|
)
|
|
$
|
(190,949
|
)
|
|
$
|
6,358
|
|
|
|
$
|
(891,771
|
)
|
Financing activities
|
$
|
1,142
|
|
|
$
|
(21
|
)
|
|
$
|
180,973
|
|
|
$
|
(55,640
|
)
|
|
|
$
|
844,797
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||
|
As of December 31,
|
|||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|
2014
|
||||||||||
|
(in thousands)
|
|||||||||||||||||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,749
|
|
|
$
|
240
|
|
|
$
|
6,752
|
|
|
$
|
8,150
|
|
|
|
$
|
67,151
|
|
Property and equipment, net
|
35,247
|
|
|
39,049
|
|
|
68,173
|
|
|
180,127
|
|
|
|
905,465
|
|
|||||
Total assets
|
202,587
|
|
|
231,316
|
|
|
355,800
|
|
|
390,084
|
|
|
|
2,197,481
|
|
|||||
Total liabilities
|
97,372
|
|
|
115,503
|
|
|
277,468
|
|
|
310,391
|
|
|
|
1,060,749
|
|
|||||
Total equity
|
105,215
|
|
|
115,813
|
|
|
78,332
|
|
|
79,693
|
|
|
|
1,136,732
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
•
|
ETP's and Susser's business strategy and operations and ETP's and Susser's conflicts of interest with us;
|
•
|
Changes in the price of and demand for the motor fuel that we distribute;
|
•
|
Our dependence on limited principal suppliers and our dependence on Susser and certain customers for significant portions of our revenue;
|
•
|
Competition in the wholesale motor fuel distribution industry and convenience store industry;
|
•
|
Changing customer preferences for alternate fuel sources or improvement in fuel efficiency;
|
•
|
Our ability to make, complete and integrate acquisitions from affiliates or third-parties;
|
•
|
Environmental, tax and other federal, state and local laws and regulations;
|
•
|
The fact that we are not fully insured against all risks incident to our business;
|
•
|
Dangers inherent in the storage and transportation of motor fuel;
|
•
|
Our reliance on senior management, supplier trade credit and information technology; and
|
•
|
Our partnership structure, which may create conflicts of interest between us and our general partner and its affiliates, and limits the fiduciary duties of our general partner and its affiliates.
|
•
|
656
Stripes® convenience stores, pursuant to the Susser Distribution Contract;
|
•
|
approximately
85
other independently operated consignment locations where Susser sells motor fuel to retail customers, also pursuant to the Susser Distribution Contract;
|
•
|
approximately
55
independently operated consignment locations where we sell motor fuel under consignment arrangements to retail customers;
|
•
|
approximately
738
convenience stores and retail fuel outlets operated by independent operators, which we refer to as "dealers," pursuant to long-term distribution agreements; and
|
•
|
approximately
2,000
other commercial customers, including unbranded convenience stores, other fuel distributors, school districts and municipalities and other industrial customers.
|
•
|
Wholesale and retail motor fuel gallons sold.
One of the primary drivers of our business is the total volume of motor fuel sold and through each of our wholesale and retail channels. Our long-term fuel distribution contracts with our wholesale customers, including Susser, generally provide that we will distribute motor fuel at a fixed, volume-based profit margin or at an agreed upon level of price support. As a result, our wholesale 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 (excluding non-cash fair value adjustments) divided by the number of gallons sold, which we typically express in terms of cents per gallon. Prior to our IPO, sales of motor fuel to Stripes® convenience stores had been at cost and therefore, our earned profits included only gallons sold to third parties. Pursuant to the Susser Distribution Contract, we receive a fixed profit margin per gallon on all of the motor fuel we distribute to Stripes® convenience stores and to Susser's consignment locations. The financial impact of this profit margin, 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 Susser Transportation Contract, Susser arranges for motor fuel to be delivered from our suppliers to some of our customers, with the costs being passed entirely along to our customers. As a result, our cost to purchase fuel and any transportation costs that we incur are generally passed through to our customers, and therefore do not have a substantial impact on our gross profit per gallon related to volatility in transportation costs. Our gross profit per gallon in the retail segment is also largely impacted by volatile pricing and intense competition from club stores, supermarkets and other retail formats.
|
•
|
Merchandise gross profit and margin.
Merchandise gross profit represents gross sales price of merchandise sold less the direct cost of goods and shortages. Included in shortages are bad merchandise and theft. Merchandise margin represents merchandise gross profit as a percentage of merchandise sales. We do not include other gross profit from ancillary products and services in the calculation of merchandise gross profit.
|
•
|
Adjusted EBITDA and distributable cash flow.
Adjusted EBITDA is a term used throughout this document, which we define as earnings before net interest expense, income taxes, and depreciation, amortization and accretion, as further adjusted to exclude allocated non-cash 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 and non-cash impairment charges. Effective September 1, 2014, as a result of the ETP
|
|
Predecessor
|
|
Combined
|
||||||||
|
Year Ended
|
||||||||||
|
December 31, 2012 (1)
|
|
December 31, 2013
|
|
December 31, 2014 (2)
|
||||||
|
(dollars and gallons in thousands, except motor fuel pricing and gross profit per gallon)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Retail motor fuel sales (3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
228,895
|
|
Wholesale motor fuel sales to third parties (4)
|
1,738,096
|
|
|
1,502,786
|
|
|
1,987,770
|
|
|||
Wholesale motor fuel sales to affiliates (4)
|
2,570,757
|
|
|
2,974,122
|
|
|
3,074,236
|
|
|||
Merchandise sales
|
—
|
|
|
—
|
|
|
52,275
|
|
|||
Rental and other income
|
12,559
|
|
|
15,671
|
|
|
38,840
|
|
|||
Total revenues
|
$
|
4,321,412
|
|
|
$
|
4,492,579
|
|
|
$
|
5,382,016
|
|
Gross profit:
|
|
|
|
|
|
||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,392
|
|
Wholesale motor fuel to third parties (4)
|
33,292
|
|
|
26,307
|
|
|
61,148
|
|
|||
Wholesale motor fuel to affiliates (4)
|
7,781
|
|
|
31,597
|
|
|
35,733
|
|
|||
Merchandise
|
—
|
|
|
—
|
|
|
13,455
|
|
|||
Other
|
10,429
|
|
|
13,060
|
|
|
35,198
|
|
|||
Total gross profit
|
$
|
51,502
|
|
|
$
|
70,964
|
|
|
$
|
175,926
|
|
Net income attributable to limited partners
|
$
|
17,570
|
|
|
$
|
37,027
|
|
|
$
|
56,743
|
|
Total Adjusted EBITDA (5)
|
$
|
31,695
|
|
|
$
|
51,884
|
|
|
$
|
122,313
|
|
Distributable cash flow (5)
|
$
|
10,457
|
|
|
$
|
47,678
|
|
|
$
|
92,488
|
|
Operating Data:
|
|
|
|
|
|
||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
||||||
Retail
|
—
|
|
|
—
|
|
|
83,419
|
|
|||
Wholesale third-party
|
560,191
|
|
|
517,775
|
|
|
749,925
|
|
|||
Wholesale affiliated
|
889,755
|
|
|
1,053,259
|
|
|
1,178,619
|
|
|||
Motor fuel gross profit cents per gallon (4, 6):
|
|
|
|
|
|
||||||
Retail
|
—
|
|
|
—
|
|
|
|
39.3
|
¢
|
||
Wholesale third-party
|
|
5.9
|
¢
|
|
|
5.1
|
¢
|
|
|
9.6
|
¢
|
Wholesale affiliated
|
|
0.9
|
¢
|
|
|
3.0
|
¢
|
|
|
3.0
|
¢
|
Volume-weighted average for all gallons
|
|
2.8
|
¢
|
|
|
3.7
|
¢
|
|
|
7.0
|
¢
|
Retail merchandise margin
|
—
|
|
|
—
|
|
|
25.7
|
%
|
|||
|
|
|
|
|
|
(1)
|
Results include activity prior to our IPO when our wholesale assets were integrated with Susser and Partnership activity beginning September 25, 2012. See "Factors Affecting Comparability of our Financial Results" of our financial results for further information.
|
(2)
|
Reflects combined results of the Predecessor period from January 1, 2014 through August 31, 2014, and the Successor period from September 1, 2014 to December 31, 2014. See Note 4 in the accompanying Notes to Consolidated Financial Statements.
|
(3)
|
Retail motor fuel sales include sales of motor fuel at company operated convenience stores beginning September 1, 2014.
|
(4)
|
For the periods presented prior to September 25, 2012, affiliated sales only include sales to Stripes® convenience stores, for which we 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 Susser for both Stripes® convenience stores and Susser's 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 operating data prior to September 25, 2012, and in the calculation of affiliated motor fuel gross profit cents per gallon beginning September 25, 2012.
|
•
|
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 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.
|
(6)
|
Concurrent with the ETP Merger, we adopted the LIFO inventory method for fuel inventory, and began excluding the non-cash inventory fair value adjustment from our calculation of fuel cents per gallon gross profit. This adjustment was a $13.6 million write-down for 2014.
|
|
|
|
|
||||
|
Year ended December 31, 2012
|
|
Year ended December 31, 2013
|
||||
|
Pro Forma (unaudited)
|
|
Predecessor Actual
|
||||
|
(in thousands, except gross profit per gallon)
|
||||||
Revenues:
|
|
|
|
||||
Motor fuel sales to third parties
|
$
|
1,467,833
|
|
|
$
|
1,502,786
|
|
Motor fuel sales to affiliates
|
2,853,052
|
|
|
2,974,122
|
|
||
Rental income
|
3,484
|
|
|
10,060
|
|
||
Other income
|
5,255
|
|
|
5,611
|
|
||
Total revenue
|
4,329,624
|
|
|
4,492,579
|
|
||
Gross profit:
|
|
|
|
||||
Motor fuel sales to third parties
|
20,957
|
|
|
26,307
|
|
||
Motor fuel to affiliates
|
29,206
|
|
|
31,597
|
|
||
Rental income
|
3,484
|
|
|
10,060
|
|
||
Other
|
3,125
|
|
|
3,000
|
|
||
Total gross profit
|
$
|
56,772
|
|
|
$
|
70,964
|
|
Operating Data:
|
|
|
|
||||
Motor fuel gallons sold:
|
|
|
|
||||
Third-party dealers and other commercial customers
|
475,507
|
|
|
517,775
|
|
||
Affiliated gallons
|
974,439
|
|
|
1,053,259
|
|
||
Total gallons sold
|
1,449,946
|
|
|
1,571,034
|
|
||
Motor fuel gross profit cents per gallon:
|
|
|
|
||||
Third-party
|
|
4.4
|
¢
|
|
|
5.1
|
¢
|
Affiliated
|
|
3.0
|
¢
|
|
|
3.0
|
¢
|
Volume-weighted average for all gallons
|
|
3.5
|
¢
|
|
|
3.7
|
¢
|
|
Payments Due by Year
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More than 5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations, including current portion (1)
|
$
|
870,518
|
|
|
$
|
13,757
|
|
|
$
|
50,974
|
|
|
$
|
694,510
|
|
|
$
|
111,277
|
|
Interest payments (2)
|
156,650
|
|
|
25,484
|
|
|
48,491
|
|
|
40,744
|
|
|
41,931
|
|
|||||
Operating lease obligations (3)
|
157,964
|
|
|
16,210
|
|
|
28,010
|
|
|
21,801
|
|
|
91,943
|
|
|||||
Total
|
$
|
1,185,132
|
|
|
$
|
55,451
|
|
|
$
|
127,475
|
|
|
$
|
757,055
|
|
|
$
|
245,151
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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
|
51
|
Chairman of the Board
|
|
Robert W. Owens
|
61
|
Director, President and Chief Executive Officer
|
|
Rocky B. Dewbre
|
49
|
Executive Vice President, Channel Operations
|
|
Mary E. Sullivan
|
58
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
Christopher P. Curia
|
59
|
Director and Senior Vice President, Human Resources Officer
|
|
Marshall McCrea III
|
55
|
Director
|
|
Matthew S. Ramsey
|
59
|
Director
|
|
Martin Salinas, Jr.
|
43
|
Director
|
|
K. Rick Turner
|
56
|
Director
|
|
William P. Williams
|
77
|
Director
|
Name
|
Principal Position
|
Sam L. Susser (1)
|
Chairman of the Board
|
Robert W. Owens (2)
|
President and Chief Executive Officer
|
Rocky B. Dewbre (3)
|
Executive Vice President, Channel Operations
|
Mary E. Sullivan (4)
|
Executive Vice President, Chief Financial Officer and Treasurer
|
Gail S. Workman (5)
|
Senior Vice President, Sales and Operations
|
|
|
(1)
|
Prior to the completion of the ETP Merger on August 29, 2014, Mr. Susser served as Chairman of our board of directors and as President and Chief Executive Officer of Susser. Because he was an employee of Susser and participated in the day to day management of our general partner, a portion of his compensation was allocated to us and our general partner and we elected to classify his position as Chairman of our general partner as an executive one. Although Mr. Susser remains Chairman of our board of directors, effective August 29, 2014, he is no longer an employee of Susser and is no longer active in the day to day management of our general partner and, consequently, is no longer considered an executive officer.
|
(4)
|
Ms. Sullivan has notified our board of directors of her resignation, effective April 25, 2015.
|
(5)
|
Prior to August 29, 2014, Ms. Workman served as Senior Vice President and Chief Operating Officer of our general partner. As of August 29, 2014, Ms. Workman is no longer considered an executive officer.
|
•
|
reward executives with an industry-competitive total compensation package of competitive base salaries and significant incentive opportunities yielding a total compensation package approaching the top-quartile of the market;
|
•
|
attract, retain and reward talented executive officers and key management employees by providing total compensation
|
•
|
motivate executive officers and key employees to achieve strong financial and operational performance;
|
•
|
emphasize performance-based or “at-risk” compensation; and
|
•
|
reward individual performance.
|
•
|
annual base salary;
|
•
|
non-equity incentive plan compensation consisting solely of cash bonuses;
|
•
|
long-term equity awards; and
|
•
|
benefit plans;
|
Name and Principal Position
|
|
Year
|
|
Salary ($) (1)
|
|
|
Bonus ($) (2)
|
|
|
Unit Awards ($) (3)
|
|
|
Non-Equity Incentive Plan Compensation ($) (4)
|
|
All Other Compensation ($) (5)
|
|
Total ($)
|
||||||||
Sam L. Susser
|
|
2014
|
|
62,308
|
|
(6
|
)
|
|
—
|
|
|
|
33,989
|
|
|
|
56,421
|
|
|
9,554
|
|
|
162,272
|
|
|
Chairman of the Board
|
|
2013
|
|
75,000
|
|
(6
|
)
|
|
—
|
|
|
|
188,521
|
|
|
|
10,224
|
|
|
7,074
|
|
|
280,819
|
|
|
|
|
2012
|
|
19,726
|
|
(6
|
)
|
|
16,320
|
|
(7
|
)
|
|
—
|
|
|
|
—
|
|
|
3,849
|
|
|
39,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Robert W. Owens
|
|
2014
|
|
20,504
|
|
|
|
30,755
|
|
|
|
2,275,000
|
|
|
|
—
|
|
|
1,217
|
|
|
2,327,476
|
|
||
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rocky B. Dewbre
|
|
2014
|
|
236,459
|
|
|
|
—
|
|
|
|
682,500
|
|
|
|
211,194
|
|
|
13,660
|
|
|
1,143,813
|
|
||
Executive Vice President,
|
|
2013
|
|
173,590
|
|
|
|
—
|
|
|
|
—
|
|
|
|
58,829
|
|
|
3,575
|
|
|
235,994
|
|
||
Channel Operations
|
|
2012
|
|
41,728
|
|
|
|
39,653
|
|
|
|
92,100
|
|
|
|
—
|
|
|
4,928
|
|
|
178,409
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mary E. Sullivan
|
|
2014
|
|
70,753
|
|
|
|
—
|
|
|
|
682,500
|
|
|
|
65,864
|
|
|
3,568
|
|
|
822,685
|
|
||
Executive Vice President,
|
|
2013
|
|
43,040
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,194
|
|
|
882
|
|
|
51,116
|
|
||
Chief Financial Officer
|
|
2012
|
|
10,259
|
|
|
|
9,656
|
|
|
|
92,100
|
|
|
|
—
|
|
|
1,214
|
|
|
113,229
|
|
||
and Treasurer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gail S. Workman (8)
|
|
2014
|
|
186,584
|
|
|
|
—
|
|
|
|
—
|
|
|
|
111,579
|
|
|
11,640
|
|
|
309,803
|
|
||
Senior Vice President, Sales and Operations
|
|
2013
|
|
142,634
|
|
|
|
—
|
|
|
|
—
|
|
|
|
57,704
|
|
|
2,379
|
|
|
202,717
|
|
(1)
|
Includes the portion of base salary paid by Susser and allocated to work performed for us by each NEO during 2014, 2013 and 2012. Messrs. Susser and Owens were only employees of affiliates of our general partner for a portion of the 2014 fiscal year. As such, the amounts above reflect only the compensation allocated to us for the periods of their employment (or, in the case of Mr. Owens, for the period of time after which ETP became our affiliate). Please see the section captioned “Compensation Discussion and Analysis-Named Executive Officers” for more discussion on the basis of presentation reflected in the above table. The year 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 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.
|
(3)
|
The amounts reported for unit 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. 2014 unit awards reflected for Mr. Dewbre and Ms. Sullivan are subject to forfeiture upon their previously announced resignations.
|
(4)
|
Beginning in 2013, certain allocated bonus amounts are being reflected as "Non-Equity Incentive Plan Compensation" in the above table, as they were covered by Susser Holdings 162(m) Plan, which was approved by their shareholders during 2013. 2013 amounts were paid in March 2014. 2014 amounts were partially paid in 2014 as a results of the ETP Merger, with the balance paid in March 2015. Mr. Susser's 2013 bonus includes only the allocated portion of a cash bonus, as a portion of his bonus was awarded in shares of Susser restricted stock, the cost of which is not allocated to us.
|
(5)
|
The details of amounts listed as “All Other Compensation” are presented in the “All Other Compensation” table below.
|
(6)
|
Mr. Susser received $100,000 of his 2012 base salary, $150,000 of his 2013 base salary and $166,250 of his 2014 base salary as shares of Susser restricted stock instead of cash. The value of these restricted stock grants are not included in the salary column.
|
(7)
|
Mr. Susser requested that he receive one-third of his bonus for 2012 in SUN phantom units instead of cash, which were awarded in March 2013. The grant date fair values of those phantom units are reflected in the stock awards column for the year in which
|
(8)
|
Ms. Workman became one of our named executive officers upon her promotion to Chief Operating Officer in 2013. Consequently, compensation information was not reported for periods prior. Effective with the ETP Merger, we determined that Ms. Workman is no longer a NEO.
|
Name
|
|
Year
|
|
Perquisites
and Other Personal Benefits ($) (1) |
|
Matching
Contributions to 401(k) and Deferred Compensation Plans ($) (2) |
|
Other
($) (4)
|
|
Total
|
||||
Sam L. Susser
|
|
2014
|
|
5,650
|
|
|
3,904
|
|
|
—
|
|
|
9,554
|
|
|
|
2013
|
|
5,429
|
|
|
1,645
|
|
|
—
|
|
|
7,074
|
|
|
|
2012
|
|
1,356
|
|
|
2,493
|
|
|
—
|
|
|
3,849
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Robert W. Owens
|
|
2014
|
|
—
|
|
|
292
|
|
|
925
|
|
|
1,217
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rocky B. Dewbre
|
|
2014
|
|
—
|
|
|
13,660
|
|
|
—
|
|
|
13,660
|
|
|
|
2013
|
|
—
|
|
|
3,575
|
|
|
—
|
|
|
3,575
|
|
|
|
2012
|
|
—
|
|
|
4,928
|
|
|
—
|
|
|
4,928
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mary E. Sullivan
|
|
2014
|
|
—
|
|
|
3,568
|
|
|
—
|
|
|
3,568
|
|
|
|
2013
|
|
—
|
|
|
882
|
|
|
—
|
|
|
882
|
|
|
|
2012
|
|
—
|
|
|
1,214
|
|
|
—
|
|
|
1,214
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Gail S. Workman (3)
|
|
2014
|
|
—
|
|
|
11,640
|
|
|
—
|
|
|
11,640
|
|
|
|
2013
|
|
—
|
|
|
2,379
|
|
|
—
|
|
|
2,379
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For Sam L. Susser, perquisites consisted of the estimated value of personal bookkeeping and secretarial services provided by Susser 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 Susser employees. Additionally, certain highly compensated employees, including our NEOs, are eligible to participate in the Susser 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. Susser's contributions to the 401(k) and NQDC plans accrued for 2012 and 2014 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 is not reported for periods prior.
|
(4)
|
Includes profit sharing contributions made to a Sunoco, Inc. savings plan and the dollar value of life insurance premiums paid on behalf of Mr. Owens.
|
Name
|
|
Grant Date
|
|
Type of
Award (1) |
|
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 (#)
|
|
|||||||||||||||||
Robert W. Owens
|
|
11/10/2014
|
|
Phantom units
|
|
11/10/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
2,275,000
|
|
|
Rocky B. Dewbre
|
|
11/10/2014
|
|
Phantom units
|
|
11/10/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
682,500
|
|
|
Mary E. Sullivan
|
|
11/10/2014
|
|
Phantom units
|
|
11/10/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
$
|
682,500
|
|
(1)
|
The grant date value per unit was $45.50, and the units vest 60% on December 5, 2017 and 40% on December 5, 2019. The reported grant date fair value of stock awards was determined in compliance with FASB ASC Topic 718 and are more fully described in Note 19–Unit-Based Compensation in our Notes to Consolidated Financial Statements. 2014 unit awards reflected for Mr. Dewbre and Ms. Sullivan are subject to forfeiture upon their previously announced resignations.
|
|
Unit Awards (1)
|
|||||||||||
Name
|
Number
of Shares or Units of Stock That Have Not Vested (#) |
|
Market
Value of Shares or Units That Have Not Vested ($) (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) |
||||
Robert W. Owens
|
50,000
|
|
|
2,488,500
|
|
|
|
—
|
|
|
—
|
|
Rocky B. Dewbre
|
15,000
|
|
|
746,550
|
|
|
|
—
|
|
|
—
|
|
Mary E. Sullivan
|
15,000
|
|
|
746,550
|
|
|
|
—
|
|
|
—
|
|
(1)
|
Reflects phantom units granted under the LTIP Plan. The unvested portion of these phantom units is scheduled to vest 60% on December 5, 2017 and 40% on December 5, 2019. For additional information refer to Note 19–Unit-Based Compensation in our Notes to Consolidated Financial Statements. 2014 unit awards reflected for Mr. Dewbre and Ms. Sullivan are subject to forfeiture upon their previously announced resignations.
|
(2)
|
Based on the closing market price of our common units of $49.77 on December 31, 2014.
|
|
|
Unit Awards
|
||||
Name
|
|
Number of
Units
Acquired on
Vesting (#)
|
|
Value Realized on
Vesting ($) (1)
|
||
Sam L. Susser
|
|
3,519
|
|
|
201,322
|
|
Rocky B. Dewbre
|
|
4,000
|
|
|
228,840
|
|
Mary E. Sullivan
|
|
4,000
|
|
|
228,840
|
|
Name
|
|
Executive
Contributions in 2014 ($) (1) |
|
Susser
Contributions in 2014 ($) (2) |
|
Aggregate
Earnings in 2014 ($) (3) |
|
Aggregate
Withdrawals/ Distributions in 2014 ($) (4) |
|
Aggregate
Balance at Last Fiscal Year-End ($) |
|||||
Sam L. Susser
|
|
108,457
|
|
|
5,206
|
|
|
77,789
|
|
|
4,840,365
|
|
|
—
|
|
Robert W. Owens (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Rocky B. Dewbre
|
|
15,143
|
|
|
3,029
|
|
|
24,568
|
|
|
542,025
|
|
|
—
|
|
Mary E. Sullivan
|
|
9,694
|
|
|
1,939
|
|
|
13,001
|
|
|
334,820
|
|
|
—
|
|
Gail S. Workman
|
|
12,910
|
|
|
2,582
|
|
|
5,710
|
|
|
49,406
|
|
|
—
|
|
(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 Susser's 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 2014 in the Summary Compensation Table. The allocated amounts for the NEOs were (in the order in which they appear)
$781
, $0,
$2,272
,
$291
and
$1,937
, respectively.
|
(3)
|
Reflects net earnings in each participant’s plan account. These amounts do not constitute above market interest or preferential earnings, and therefore are not included in the Summary Compensation Table above.
|
(4)
|
Susser's NQDC plan was terminated in 2014, in connection with the ETP Merger, and all balances were distributed.
|
(5)
|
Mr. Owens is eligible to participate, and does participate, in a non-qualified deferral compensation plan administered by ETP. However, as no compensation expense associated with that plan is allocated to us, no amounts associated with that plan are presented in the table above.
|
Name
|
|
Benefit
|
|
Termination
Due to Death or Disability ($) (1) |
|
Termination
for any other reason ($) |
|
Change of
Control with or without Continued Employment ($) (1) |
|||
Robert W. Owens
|
|
Unit Vesting
|
|
2,488,500
|
|
|
—
|
|
|
2,488,500
|
|
Rocky B. Dewbre
|
|
Unit Vesting
|
|
746,550
|
|
|
—
|
|
|
746,550
|
|
Mary E. Sullivan
|
|
Unit Vesting
|
|
746,550
|
|
|
—
|
|
|
746,550
|
|
(1)
|
The amounts reflected above represent the product of the number of phantom units that were subject to vesting/restrictions on December 31, 2014 multiplied by the closing price of our common units of $
49.77
on that date. 2014 unit awards reflected for Mr. Dewbre and Ms. Sullivan are subject to forfeiture upon their previously announced resignations.
|
Name
|
|
Fees
Earned or Paid in Cash ($) (1) |
|
Unit
Awards ($) (2) |
|
Option
Awards ($) |
|
All Other
Compensation ($) |
|
Total
($) |
|||||
Sam L. Susser
|
|
16,667
|
|
|
33,989
|
|
|
—
|
|
|
—
|
|
|
50,656
|
|
Richard Brannon (3)
|
|
27,083
|
|
|
33,989
|
|
|
—
|
|
|
—
|
|
|
61,072
|
|
Matthew S. Ramsey
|
|
35,733
|
|
|
33,989
|
|
|
—
|
|
|
—
|
|
|
69,722
|
|
K. Rick Turner
|
|
34,900
|
|
|
33,989
|
|
|
—
|
|
|
—
|
|
|
68,889
|
|
William P. Williams
|
|
19,900
|
|
|
33,989
|
|
|
—
|
|
|
—
|
|
|
53,889
|
|
Rob L. Jones (3)
|
|
53,333
|
|
|
70,402
|
|
|
—
|
|
|
—
|
|
|
123,735
|
|
Frank A. Risch (3)
|
|
40,000
|
|
|
70,402
|
|
|
—
|
|
|
—
|
|
|
110,402
|
|
Bryan F. Smith, Jr. (3)
|
|
46,667
|
|
|
70,402
|
|
|
—
|
|
|
—
|
|
|
117,069
|
|
(1)
|
The amounts in this column reflect the aggregate dollar amount of fees earned or paid in cash including the prorated annual retainer fee.
|
(2)
|
The amounts reported for unit awards represent the full grant date fair value of the awards granted in 2014, calculated in accordance with the accounting guidance on share-based payments. These amounts do not correspond to the actual value that may be recognized by the recipient upon any disposition of vested units and do not give effect to any decline or increase in the trading price of our common units since the date of grant. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the unit awards reported above, see Note 19–Unit-Based Compensation in our Notes to Consolidated Financial Statements.
|
(3)
|
Mr. Brannon, Mr. Jones, Mr. Risch and Mr. Smith are former board members. Mr. Brannon resigned from our board of directors effective January 20, 2015. Messrs. Jones, Risch and Smith resigned from the board at the closing of the ETP Merger.
|
Name
|
Grant Date
|
|
|
Approval Date
|
|
Unit Awards: Number of Units (#)
|
|
Grant Date Fair Value of Unit and Option Awards ($) (1)
|
||
Sam L. Susser
|
11/10/2014
|
(2)
|
|
11/10/2014
|
|
747
|
|
|
33,989
|
|
Richard Brannon (4)
|
11/10/2014
|
(2)
|
|
11/10/2014
|
|
747
|
|
|
33,989
|
|
Matthew S. Ramsey
|
11/10/2014
|
(2)
|
|
11/10/2014
|
|
747
|
|
|
33,989
|
|
K. Rick Turner
|
11/10/2014
|
(2)
|
|
11/10/2014
|
|
747
|
|
|
33,989
|
|
William P. Williams (4)
|
11/10/2014
|
(2)
|
|
11/10/2014
|
|
747
|
|
|
33,989
|
|
Rob L. Jones (5)
|
3/1/2014
|
(3)
|
|
2/12/2014
|
|
2,118
|
|
|
70,402
|
|
Frank A. Risch (5)
|
3/1/2014
|
(3)
|
|
2/12/2014
|
|
2,118
|
|
|
70,402
|
|
Bryan F. Smith, Jr. (5)
|
3/1/2014
|
(3)
|
|
2/12/2014
|
|
2,118
|
|
|
70,402
|
|
|
|
|
|
|
|
|
|
|
(4)
|
Mr. Brannon resigned from our board of directors effective January 20, 2015. William P. Williams resigned from our board of directors effective December 15, 2014 and was re-appointed on January 30, 2015.
|
|
|
Unit Awards
|
|||||||
|
|
Number of Units that Have Not Vested (#)
|
|
|
Market Value of Units that Have Not Vested ($) (1)
|
||||
Name
|
|
|
|
||||||
Sam L. Susser
|
|
747
|
|
(2
|
)
|
|
$
|
37,178
|
|
Richard Brannon (3)
|
|
747
|
|
(2
|
)
|
|
37,178
|
|
|
Matthew S. Ramsey
|
|
747
|
|
(2
|
)
|
|
37,178
|
|
|
K. Rick Turner
|
|
747
|
|
(2
|
)
|
|
37,178
|
|
|
|
|
|
|
|
|
•
|
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 (7)
|
|
Percentage of Commons Units Beneficially Owned
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units Beneficially Owned
|
|
Percentage of Common and Subordinated Units Beneficially Owned
|
|
ETP (2)
|
|
4,062,848
|
|
|
16.9%
|
|
10,939,436
|
|
100.0%
|
|
42.8%
|
Oppenheimer Funds, Inc. (3)
|
|
2,129,803
|
|
|
8.8%
|
|
—
|
|
—
|
|
6.1%
|
Goldman Sachs Asset Management LP (4)
|
|
1,412,486
|
|
|
5.9%
|
|
—
|
|
—
|
|
4.0%
|
UBS Group AG (5)
|
|
1,287,456
|
|
|
5.3%
|
|
—
|
|
—
|
|
3.7%
|
Sam L. Susser (6)
|
|
270,452
|
|
|
1.1%
|
|
—
|
|
—
|
|
*
|
Robert W. Owens
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Rocky B. Dewbre
|
|
18,908
|
|
|
*
|
|
—
|
|
—
|
|
*
|
Mary E. Sullivan
|
|
30,000
|
|
|
*
|
|
—
|
|
—
|
|
*
|
Christopher P. Curia
|
|
1,214
|
|
|
*
|
|
—
|
|
—
|
|
*
|
Marshall McCrea III
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Matthew S. Ramsey
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Martin Salinas, Jr.
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
K. Rick Turner
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
William P. Williams
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
All executive officers and directors as a group (ten persons)
|
|
320,574
|
|
|
1.3%
|
|
10,939.436
|
|
100.0%
|
|
*
|
(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 address for Energy Transfer Partners, L.P. and its subsidiaries is 3738 Oak Lawn Avenue, Dallas, Texas 75219.
|
(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, 2015. The business address of the reporting party is 200 West Street, C/O Goldman Sachs & Co., New York, New York 10282.
|
(5)
|
The information contained in the table and this footnote with respect to UBS Group AG is based solely on a filing on Schedule 13G filed with the Securities and Exchange Commission on January 21, 2015. The business address of the reporting party is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland.
|
(7)
|
Does not include unvested phantom units that may not be voted or transferred prior to vesting. As of
February 20, 2015
, there were
24,099,177
common units and 10,939,436 subordinated units deemed to be beneficially owned for purposes of the above table.
|
|
|
ETP Common Units Beneficially Owned†
|
|||
Name of Beneficial Owner (1)
|
|
Number of Common Units (2)
|
|
Percentage of Total Common Units (3)
|
|
Sam L. Susser (4)
|
|
1,777,260
|
|
|
*
|
Robert W. Owens
|
|
18,855
|
|
|
*
|
Rocky B. Dewbre
|
|
82,948
|
|
|
*
|
Mary E. Sullivan
|
|
80,162
|
|
|
*
|
Christopher P. Curia
|
|
18,543
|
|
|
*
|
Marshall McCrea III
|
|
283,213
|
|
|
*
|
Matthew S. Ramsey
|
|
—
|
|
|
—
|
Martin Salinas, Jr.
|
|
53,325
|
|
|
*
|
K. Rick Turner
|
|
10,631
|
|
|
*
|
William P. Williams
|
|
—
|
|
|
—
|
|
|
|
|
|
|
All executive officers and directors as a group (10 persons)
|
|
2,324,937
|
|
|
*
|
*
|
Less than 1.0%
|
(1)
|
Unless otherwise indicated, the address for all beneficial owners in this table is 555 East Airtex Drive, Houston, Texas 77073.
|
(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.
|
(3)
|
As of
February 18, 2015
, there were
357,486,066
common units of ETP deemed to be beneficially owned for purposes of the above table.
|
(4)
|
The total number of common units includes units held in a limited partnership, the general partner of which is controlled by Mr. Susser.
|
Transaction
|
Explanation
|
Amount/Value
|
|
|
|
2014 Quarterly distributions on limited partner interests held by affiliates.
|
Represents the aggregate amount of distributions made to affiliates of our general partner, including Susser, in respect of common and subordinated units during 2014.
|
$24.8 million
|
Fuel sold to affiliates.
|
Total revenues we received under the Susser Distribution Contract for fuel gallons sold by us to affiliates of our general partner, including Susser, for 2014.
|
$3.1 billion
|
Payments to affiliates for transportation services.
|
Total payments we made to affiliates of our general partner, including Susser, during 2014 for transportation services under the Susser Transportation Contract.
|
$57.8 million
|
Bulk purchases of motor fuel from ETP and its affiliates.
|
Represents payments made to ETP and its affiliates for bulk motor fuel purchases.
|
$52.5 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 2014 pursuant to the Omnibus Agreement fiscal year.
|
$18.6 million
|
Sale and leaseback transactions with affiliates of our general partner.
|
Total amount paid by us to affiliates of our general partner, including Susser, during 2014 for the 33 properties we acquired pursuant to the sale and leaseback option in our Omnibus Agreement.
|
$152.1 million
|
Rent from affiliates.
|
Total amount of rents we received from affiliates of our general partner, including Susser, during 2014 for properties we lease to them.
|
$15.4 million
|
|
Fiscal 2013
|
|
Fiscal 2014
|
||||
Audit Fees
|
$
|
566,116
|
|
|
$
|
851,919
|
|
Audit-Related Fees
|
—
|
|
|
—
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
566,116
|
|
|
$
|
851,919
|
|
(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, 2014.
|
1.
|
Sunoco LP Audited Consolidated Financial Statements:
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets for the Predecessor as of December 31, 2013 and the Successor as of December 31, 2014
|
F-3
|
Consolidated Statements of Operations and Comprehensive Income for the Predecessor Years Ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 and the Successor period September 1, 2014 through December 31, 2014
|
F-4
|
Consolidated Statements of Changes in Partners' Equity for the Predecessor Years Ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 and the Successor period September 1, 2014 through December 31, 2014
|
F-6
|
Consolidated Statements of Cash Flows for the Predecessor Years Ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 and the Successor period September 1, 2014 through December 31, 2014
|
F-7
|
Notes to Consolidated Financial Statements
|
F-9
|
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:
|
Sunoco LP
|
||
By:
|
Sunoco GP LLC, its general partner
|
|
By:
|
/s/ Robert W. Owens
|
|
|
Robert W. Owens
|
|
|
President and Chief Executive Officer
|
|
|
(On behalf of the registrant, and in his capacity as principal executive officer)
|
|
|
|
|
Date:
|
February 27, 2015
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Robert W. Owens
|
|
Director, President and Chief Executive Officer
|
February 27, 2015
|
Robert W. Owens
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Mary E. Sullivan
|
|
Executive Vice President and Chief Financial Officer
|
February 27, 2015
|
Mary E. Sullivan
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ Sam L. Susser
|
|
Chairman of the Board
|
February 27, 2015
|
Sam L. Susser
|
|
|
|
|
|
|
|
/s/ Christopher P. Curia
|
|
Director
|
February 27, 2015
|
Christopher P. Curia
|
|
|
|
|
|
|
|
/s/ Marshall McCrea III
|
|
Director
|
February 27, 2015
|
Marshall McCrea III
|
|
|
|
|
|
|
|
/s/ Matthew S. Ramsey
|
|
Director
|
February 27, 2015
|
Matthew S. Ramsey
|
|
|
|
|
|
|
|
/s/ Martin Salinas, Jr.
|
|
Director
|
February 27, 2015
|
Martin Salinas, Jr.
|
|
|
|
|
|
|
|
/s/ K. Rick Turner
|
|
Director
|
February 27, 2015
|
K. Rick Turner
|
|
|
|
|
|
|
|
/s/ William P. Williams
|
|
Director
|
February 27, 2015
|
William P. Williams
|
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets for the Predecessor as of December 31, 2013 and the Successor as of December 31, 2014
|
F-3
|
Consolidated Statements of Operations and Comprehensive Income for the Predecessor Years Ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 and the Successor period September 1, 2014 through December 31, 2014
|
F-4
|
Consolidated Statements of Changes in Partners' Equity for the Predecessor Years Ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 and the Successor period September 1, 2014 through December 31, 2014
|
F-6
|
Consolidated Statements of Cash Flows for the Predecessor Years Ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 and the Successor period September 1, 2014 through December 31, 2014
|
F-7
|
Notes to Consolidated Financial Statements
|
F-9
|
|
Predecessor
|
|
|
Successor
|
|||||
|
December 31,
2013 |
|
|
December 31,
2014 |
|||||
|
|
|
|
|
|||||
|
(in thousands, except units)
|
||||||||
Assets
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
8,150
|
|
|
|
$
|
67,151
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $323 and $1,220 at December 31, 2013 and 2014, respectively
|
69,005
|
|
|
|
64,082
|
|
|||
Receivables from affiliates
(MACS: $3,484 at December 31, 2014)
|
49,879
|
|
|
|
36,716
|
|
|||
Inventories, net
|
11,122
|
|
|
|
48,646
|
|
|||
Other current assets
|
66
|
|
|
|
8,546
|
|
|||
Total current assets
|
138,222
|
|
|
|
225,141
|
|
|||
Property and equipment, net
(MACS: $45,340 at December 31, 2014)
|
180,127
|
|
|
|
905,465
|
|
|||
Other assets:
|
|
|
|
|
|||||
Marketable securities
|
25,952
|
|
|
|
—
|
|
|||
Goodwill
|
22,823
|
|
|
|
863,458
|
|
|||
Intangible assets, net
|
22,772
|
|
|
|
172,108
|
|
|||
Deferred tax asset, long-term portion
|
—
|
|
|
14,893
|
|
14,893
|
|
||
Other noncurrent assets
(MACS: $3,665 at December 31, 2014)
|
188
|
|
|
|
16,416
|
|
|||
Total assets
|
$
|
390,084
|
|
|
|
$
|
2,197,481
|
|
|
Liabilities and equity
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|||||
Accounts payable
(MACS: $6 at December 31, 2014)
|
$
|
110,432
|
|
|
|
$
|
95,932
|
|
|
Accounts payable to affiliates
|
—
|
|
|
|
3,112
|
|
|||
Accrued expenses and other current liabilities
(MACS: $484 at December 31, 2014)
|
11,427
|
|
|
|
41,881
|
|
|||
Current maturities of long-term debt
(MACS: $8,422 at December 31, 2014)
|
525
|
|
|
|
13,757
|
|
|||
Total current liabilities
|
122,384
|
|
|
|
154,682
|
|
|||
Revolving lines of credit
|
156,210
|
|
|
|
683,378
|
|
|||
Long-term debt
(MACS: $48,029 at December 31, 2014)
|
29,416
|
|
|
|
173,383
|
|
|||
Deferred tax liability, long-term portion
|
222
|
|
|
|
—
|
|
|||
Other noncurrent liabilities
(MACS: $1,190 at December 31, 2014)
|
2,159
|
|
|
|
49,306
|
|
|||
Total liabilities
|
310,391
|
|
|
|
1,060,749
|
|
|||
Commitments and contingencies:
|
|
|
|
|
|||||
Partners' capital:
|
|
|
|
|
|||||
Limited partner interest:
|
|
|
|
|
|||||
Common unitholders - public (10,936,352 units issued and outstanding as of December 31, 2013 and 20,036,329 units issued and outstanding as of December 31, 2014)
|
210,269
|
|
|
|
874,688
|
|
|||
Common unitholders - affiliated (79,308 units issued and outstanding as of December 31, 2013 and 4,062,848 units issued and outstanding as of December 31, 2014)
|
1,562
|
|
|
|
31,378
|
|
|||
Subordinated unitholders - affiliated (10,939,436 units issued and outstanding at each December 31, 2013 and December 31, 2014)
|
(132,138
|
)
|
|
|
236,310
|
|
|||
Total partners' capital
|
79,693
|
|
|
|
1,142,376
|
|
|||
Noncontrolling interest
|
—
|
|
|
|
(5,644
|
)
|
|||
Total equity
|
79,693
|
|
|
|
1,136,732
|
|
|||
Total liabilities and equity
|
$
|
390,084
|
|
|
|
$
|
2,197,481
|
|
|
|
|
|
|
|
|||||
Parenthetical amounts represent assets and liabilities attributable to consolidated variable interest entities of Mid-Atlantic Convenience Stores, LLC (MACS) as of the year ended December 31, 2014.
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Year ended December 31, 2012
|
|
Year ended December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
|
|
|
|
||||||||||||
|
(dollars in thousands, except unit and per unit amounts)
|
|||||||||||||||
Revenues:
|
|
|
|
|
|
|
||||||||||
Motor fuel sales to third parties
|
$
|
1,738,096
|
|
|
$
|
1,502,786
|
|
|
$
|
1,275,422
|
|
|
|
$
|
941,243
|
|
Motor fuel sales to affiliates
|
2,570,757
|
|
|
2,974,122
|
|
|
2,200,394
|
|
|
|
873,842
|
|
||||
Merchandise sales
|
—
|
|
|
—
|
|
|
—
|
|
|
|
52,275
|
|
||||
Rental income
|
5,045
|
|
|
10,060
|
|
|
11,690
|
|
|
|
16,020
|
|
||||
Other income
|
7,514
|
|
|
5,611
|
|
|
4,683
|
|
|
|
6,447
|
|
||||
Total revenues
|
4,321,412
|
|
|
4,492,579
|
|
|
3,492,189
|
|
|
|
1,889,827
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
|
||||||||
Motor fuel cost of sales to third parties
|
1,704,804
|
|
|
1,476,479
|
|
|
1,252,141
|
|
|
|
872,984
|
|
||||
Motor fuel cost of sales to affiliates
|
2,562,976
|
|
|
2,942,525
|
|
|
2,177,028
|
|
|
|
861,475
|
|
||||
Merchandise cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
|
38,820
|
|
||||
Other
|
2,130
|
|
|
2,611
|
|
|
2,339
|
|
|
|
1,303
|
|
||||
Total cost of sales
|
4,269,910
|
|
|
4,421,615
|
|
|
3,431,508
|
|
|
|
1,774,582
|
|
||||
Gross profit
|
51,502
|
|
|
70,964
|
|
|
60,681
|
|
|
|
115,245
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
12,013
|
|
|
16,814
|
|
|
17,075
|
|
|
|
16,358
|
|
||||
Other operating
|
5,178
|
|
|
3,187
|
|
|
4,964
|
|
|
|
29,288
|
|
||||
Rent
|
3,527
|
|
|
1,014
|
|
|
729
|
|
|
|
3,459
|
|
||||
Loss (gain) on disposal of assets and impairment charge
|
341
|
|
|
324
|
|
|
(39
|
)
|
|
|
2,670
|
|
||||
Depreciation, amortization and accretion
|
7,031
|
|
|
8,687
|
|
|
10,457
|
|
|
|
16,498
|
|
||||
Total operating expenses
|
28,090
|
|
|
30,026
|
|
|
33,186
|
|
|
|
68,273
|
|
||||
Income from operations
|
23,412
|
|
|
40,938
|
|
|
27,495
|
|
|
|
46,972
|
|
||||
Interest expense, net
|
(809
|
)
|
|
(3,471
|
)
|
|
(4,767
|
)
|
|
|
(9,562
|
)
|
||||
Income before income taxes
|
22,603
|
|
|
37,467
|
|
|
22,728
|
|
|
|
37,410
|
|
||||
Income tax expense
|
(5,033
|
)
|
|
(440
|
)
|
|
(218
|
)
|
|
|
(2,134
|
)
|
||||
Net income and comprehensive income
|
17,570
|
|
|
37,027
|
|
|
22,510
|
|
|
|
35,276
|
|
||||
Less: Net income and comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,043
|
|
||||
Net income and comprehensive income attributable to partners
|
17,570
|
|
|
37,027
|
|
|
22,510
|
|
|
|
34,233
|
|
||||
Less: Predecessor income prior to initial public offering on September 25, 2012
|
8,420
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Partners' interest in net income subsequent to initial public offering
|
$
|
9,150
|
|
|
$
|
37,027
|
|
|
$
|
22,510
|
|
|
|
$
|
34,233
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Year ended December 31, 2012
|
|
Year ended December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
(dollars in thousands, except unit and per unit amounts)
|
|||||||||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
||||||||
Common - basic and diluted
|
$
|
0.42
|
|
|
$
|
1.69
|
|
|
$
|
1.02
|
|
|
|
$
|
0.85
|
|
Subordinated - basic and diluted
|
$
|
0.42
|
|
|
$
|
1.69
|
|
|
$
|
1.02
|
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Common units - basic
|
10,939,436
|
|
|
10,964,258
|
|
|
11,023,617
|
|
|
|
20,572,373
|
|
||||
Common units - diluted
|
10,943,159
|
|
|
10,986,102
|
|
|
11,048,745
|
|
|
|
20,578,755
|
|
||||
Subordinated units - affiliated (basic and diluted)
|
10,939,436
|
|
|
10,939,436
|
|
|
10,939,436
|
|
|
|
10,939,436
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Cash distribution per unit
|
$0.47
|
|
$1.84
|
|
$1.02
|
|
|
$1.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in thousands)
|
Predecessor Susser Petroleum Company, LLC
|
|
Common Units-Public
|
|
|
Common Units-Affiliated
|
|
|
Subordinated Units-Affiliated
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||
Predecessor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2011
|
$
|
115,813
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income through September 24, 2012
|
8,420
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balance at September 24, 2012
|
124,233
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net liabilities not assumed by the Partnership
|
(54,653
|
)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Allocation of net Susser investment to unitholders
|
(69,580
|
)
|
|
—
|
|
|
|
91
|
|
|
|
69,489
|
|
|
—
|
|
|
69,580
|
|
||||||
Proceeds from initial public offering, net of underwriters' discount
|
—
|
|
|
210,647
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
210,647
|
|
||||||
Offering costs
|
—
|
|
|
(4,493
|
)
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(4,493
|
)
|
||||||
Cash distributions to Susser
|
—
|
|
|
—
|
|
|
|
(273
|
)
|
|
|
(206,069
|
)
|
|
—
|
|
|
(206,342
|
)
|
||||||
Distribution to unitholders
|
—
|
|
|
(311
|
)
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(311
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
51
|
|
|
|
—
|
|
|
|
50
|
|
|
—
|
|
|
101
|
|
||||||
Partnership net income September 25, 2012 through December 31, 2012
|
—
|
|
|
4,568
|
|
|
|
7
|
|
|
|
4,575
|
|
|
—
|
|
|
9,150
|
|
||||||
Balance at December 31, 2012
|
—
|
|
|
210,462
|
|
|
|
(175
|
)
|
|
|
(131,955
|
)
|
|
—
|
|
|
78,332
|
|
||||||
Equity issued to Susser
|
—
|
|
|
—
|
|
|
|
2,000
|
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
||||||
Cash distributions to Susser
|
—
|
|
|
—
|
|
|
|
(316
|
)
|
|
|
(19,653
|
)
|
|
—
|
|
|
(19,969
|
)
|
||||||
Cash distributions to unitholders
|
—
|
|
|
(19,632
|
)
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(19,632
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
965
|
|
|
|
3
|
|
|
|
967
|
|
|
—
|
|
|
1,935
|
|
||||||
Partnership net income
|
—
|
|
|
18,474
|
|
|
|
50
|
|
|
|
18,503
|
|
|
—
|
|
|
37,027
|
|
||||||
Balance at December 31, 2013
|
—
|
|
|
210,269
|
|
|
|
1,562
|
|
|
|
(132,138
|
)
|
|
—
|
|
|
79,693
|
|
||||||
Cash distributions to Susser
|
—
|
|
|
—
|
|
|
|
(184
|
)
|
|
|
(16,484
|
)
|
|
—
|
|
|
(16,668
|
)
|
||||||
Cash distributions to unitholders
|
—
|
|
|
(16,485
|
)
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(16,485
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
2,340
|
|
|
|
16
|
|
|
|
2,336
|
|
|
—
|
|
|
4,692
|
|
||||||
Unit retirements
|
—
|
|
|
(125
|
)
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
||||||
Partnership net income
|
—
|
|
|
11,217
|
|
|
|
80
|
|
|
|
11,213
|
|
|
—
|
|
|
22,510
|
|
||||||
Balance at August 31, 2014
|
—
|
|
|
207,216
|
|
|
|
1,474
|
|
|
|
(135,073
|
)
|
|
—
|
|
|
73,617
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Successor:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of ETP merger "push down"
|
—
|
|
|
253,237
|
|
|
|
2,655
|
|
|
|
366,276
|
|
|
—
|
|
|
622,168
|
|
||||||
Equity offering, net
|
—
|
|
|
405,104
|
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
405,104
|
|
||||||
Contribution of MACS from ETP
|
—
|
|
|
—
|
|
|
|
591,520
|
|
|
|
—
|
|
|
(6,687
|
)
|
|
584,833
|
|
||||||
Cash distribution to ETP for MACS
|
—
|
|
|
—
|
|
|
|
(565,813
|
)
|
|
|
—
|
|
|
—
|
|
|
(565,813
|
)
|
||||||
Cash distributions to unitholders
|
—
|
|
|
(10,356
|
)
|
|
|
(2,472
|
)
|
|
|
(5,970
|
)
|
|
—
|
|
|
(18,798
|
)
|
||||||
Unit-based compensation
|
—
|
|
|
748
|
|
|
|
93
|
|
|
|
547
|
|
|
—
|
|
|
1,388
|
|
||||||
Partnership net income
|
—
|
|
|
18,739
|
|
|
|
3,921
|
|
|
|
10,530
|
|
|
1,043
|
|
|
34,233
|
|
||||||
Balance at December 31, 2014
|
$
|
—
|
|
|
$
|
874,688
|
|
|
|
$
|
31,378
|
|
|
|
$
|
236,310
|
|
|
$
|
(5,644
|
)
|
|
$
|
1,136,732
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Year ended December 31, 2012
|
|
Year ended December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
(in thousands)
|
|||||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
17,570
|
|
|
$
|
37,027
|
|
|
$
|
22,510
|
|
|
|
$
|
34,233
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, amortization and accretion
|
7,031
|
|
|
8,687
|
|
|
10,457
|
|
|
|
16,498
|
|
||||
Amortization of deferred financing fees
|
102
|
|
|
381
|
|
|
313
|
|
|
|
1,987
|
|
||||
Loss (gain) on disposal of assets and impairment charge
|
341
|
|
|
324
|
|
|
(39
|
)
|
|
|
2,670
|
|
||||
Non-cash unit based compensation expense
|
911
|
|
|
1,935
|
|
|
4,692
|
|
|
|
1,388
|
|
||||
Deferred income tax
|
2,428
|
|
|
70
|
|
|
(19
|
)
|
|
|
(906
|
)
|
||||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(57,745
|
)
|
|
(16,087
|
)
|
|
(3,939
|
)
|
|
|
39,728
|
|
||||
Accounts receivable from affiliates
|
(36,366
|
)
|
|
9,664
|
|
|
(22,812
|
)
|
|
|
38,907
|
|
||||
Inventories
|
(7,912
|
)
|
|
(7,777
|
)
|
|
(10,557
|
)
|
|
|
4,490
|
|
||||
Other assets
|
(63
|
)
|
|
757
|
|
|
(938
|
)
|
|
|
3,141
|
|
||||
Accounts payable
|
93,193
|
|
|
9,691
|
|
|
30,838
|
|
|
|
(79,809
|
)
|
||||
Accounts payable to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
|
672
|
|
||||
Accrued liabilities
|
(2,272
|
)
|
|
6,326
|
|
|
1,717
|
|
|
|
12,110
|
|
||||
Other noncurrent liabilities
|
(730
|
)
|
|
(318
|
)
|
|
1,139
|
|
|
|
(2,496
|
)
|
||||
Net cash provided by operating activities
|
16,488
|
|
|
50,680
|
|
|
33,362
|
|
|
|
72,613
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(41,493
|
)
|
|
(113,590
|
)
|
|
(89,330
|
)
|
|
|
(82,015
|
)
|
||||
Purchase of intangibles
|
(2,513
|
)
|
|
(2,661
|
)
|
|
(3,660
|
)
|
|
|
(1,296
|
)
|
||||
Purchase of marketable securities
|
(497,426
|
)
|
|
(844,359
|
)
|
|
—
|
|
|
|
—
|
|
||||
Redemption of marketable securities
|
349,162
|
|
|
966,671
|
|
|
25,952
|
|
|
|
—
|
|
||||
Acquisition of MACS, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(505,015
|
)
|
||||
Acquisition of Aloha, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(236,407
|
)
|
||||
Proceeds from disposal of property and equipment
|
1,321
|
|
|
297
|
|
|
—
|
|
|
|
—
|
|
||||
Net cash provided by (used in) investing activities
|
(190,949
|
)
|
|
6,358
|
|
|
(67,038
|
)
|
|
|
(824,733
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of long-term debt
|
180,666
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Payments on long-term debt
|
(32,523
|
)
|
|
(137,173
|
)
|
|
(25,881
|
)
|
|
|
(1,931
|
)
|
||||
Revolver, net
|
35,590
|
|
|
120,620
|
|
|
88,380
|
|
|
|
438,788
|
|
||||
Loan origination costs
|
(1,907
|
)
|
|
(270
|
)
|
|
—
|
|
|
|
(7,587
|
)
|
||||
Proceeds from issuance of common units, net of offering costs
|
206,154
|
|
|
—
|
|
|
—
|
|
|
|
405,104
|
|
||||
Distributions to Parent
|
(206,342
|
)
|
|
(19,969
|
)
|
|
(16,668
|
)
|
|
|
(8,442
|
)
|
||||
Other cash from financing activities, net
|
(354
|
)
|
|
784
|
|
|
(125
|
)
|
|
|
—
|
|
||||
Distributions to Unitholders
|
(311
|
)
|
|
(19,632
|
)
|
|
(16,485
|
)
|
|
|
(10,356
|
)
|
||||
Net cash provided by (used in) financing activities
|
180,973
|
|
|
(55,640
|
)
|
|
29,221
|
|
|
|
815,576
|
|
||||
Net increase (decrease) in cash
|
6,512
|
|
|
1,398
|
|
|
(4,455
|
)
|
|
|
63,456
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Year ended December 31, 2012
|
|
Year ended December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
(in thousands)
|
|||||||||||||||
Cash and cash equivalents at beginning of period
|
240
|
|
|
6,752
|
|
|
8,150
|
|
|
|
3,695
|
|
||||
Cash and cash equivalents at end of period
|
$
|
6,752
|
|
|
$
|
8,150
|
|
|
$
|
3,695
|
|
|
|
$
|
67,151
|
|
|
|
|
|
|
|
|
|
|
||||||||
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
|
|
|
||||||||
"Pushdown" accounting from ETP merger
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
624,215
|
|
|||
Contribution of MACS assets from ETP
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
584,833
|
|
|||
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Contribution of net assets from Susser
|
$
|
(69,580
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Contribution of debt from Susser
|
—
|
|
|
$
|
(21,850
|
)
|
|
—
|
|
|
|
—
|
|
|||
Issuance of units to Susser for net assets
|
—
|
|
|
$
|
(2,000
|
)
|
|
—
|
|
|
|
—
|
|
|||
Increase in partners' equity related to ETP Merger
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
622,168
|
|
|||
Issuance of common units to ETP
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$
|
212,004
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||||||
Interest paid
|
$
|
940
|
|
|
$
|
3,356
|
|
|
$
|
4,516
|
|
|
|
$
|
7,652
|
|
Income taxes paid
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
|
$
|
1,600
|
|
|
|
|
|
|
|
|
|
|
1.
|
Organization and Principles of Consolidation
|
•
|
Susser Petroleum Operating Company LLC ("SPOC"), a Delaware limited liability company, distributes motor fuel to Susser's 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, Oklahoma and Kansas.
|
•
|
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
|
•
|
Southside Oil, LLC and MACS Retail LLC, both Virginia limited liability companies (collectively "MACS"), distribute motor fuel and own and operate convenience stores, respectively, primarily in Virginia, Maryland, Tennessee, and Georgia.
|
•
|
Aloha Petroleum, Ltd, a Hawaii corporation, distributes motor fuel and owns and operates convenience stores on the Hawaiian islands.
|
2.
|
Initial Public Offering
|
|
January 1, 2012 through September 24, 2012
|
|
September 25, 2012 through December 31, 2012
|
|
Year ended December 31, 2012
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Revenues
|
$
|
3,240,271
|
|
|
$
|
1,081,141
|
|
|
$
|
4,321,412
|
|
Cost of sales
|
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
|
|
|
January 1, 2012 through September 24, 2012
|
|
September 25, 2012 through December 31, 2012
|
|
Year Ended December 31, 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 Susser
|
—
|
|
|
(206,342
|
)
|
|
(206,342
|
)
|
|||
Cash retained by Susser
|
(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
|
|
|
Predecessor
|
|
|
Successor
|
||||||||
|
Twelve Months Ended
|
|
|
|
|
|
||||||
|
December 31,
2012 |
|
December 31,
2013 |
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||
Valero
|
36
|
%
|
|
34
|
%
|
|
28
|
%
|
|
|
22
|
%
|
Chevron
|
19
|
%
|
|
17
|
%
|
|
12
|
%
|
|
|
9
|
%
|
Exxon
|
6
|
%
|
|
6
|
%
|
|
9
|
%
|
|
|
24
|
%
|
|
August 31, 2014
|
||
Current assets
|
$
|
171,434
|
|
Property and equipment
|
272,930
|
|
|
Goodwill
|
590,042
|
|
|
Intangible assets
|
70,473
|
|
|
Other noncurrent assets
|
811
|
|
|
Current liabilities
|
(154,617
|
)
|
|
Other noncurrent liabilities
|
(255,289
|
)
|
|
Net assets
|
$
|
695,784
|
|
|
|
|
|
Three Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||
|
|
Predecessor July 1, 2014 through August 31, 2014
|
|
|
Successor September 1, 2014 through September 30, 2014
|
|
Predecessor January 1, 2014 through August 31, 2014
|
|
|
Successor September 1, 2014 through September 30, 2014
|
||||||||
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
(unaudited)
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Partnership
|
|
$
|
899,577
|
|
|
|
$
|
405,345
|
|
|
$
|
3,492,189
|
|
|
|
$
|
405,345
|
|
MACS
|
|
—
|
|
|
|
142,860
|
|
|
—
|
|
|
|
142,860
|
|
||||
Combined
|
|
$
|
899,577
|
|
|
|
$
|
548,205
|
|
|
$
|
3,492,189
|
|
|
|
$
|
548,205
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Partnership
|
|
$
|
2,783
|
|
|
|
$
|
(1,756
|
)
|
|
$
|
22,510
|
|
|
|
$
|
(1,756
|
)
|
MACS
|
|
—
|
|
|
|
5,878
|
|
|
—
|
|
|
|
5,878
|
|
||||
Combined
|
|
$
|
2,783
|
|
|
|
$
|
4,122
|
|
|
$
|
22,510
|
|
|
|
$
|
4,122
|
|
|
August 31, 2014
|
||
Current assets
|
$
|
96,749
|
|
Property and equipment
|
463,772
|
|
|
Goodwill
|
118,610
|
|
|
Intangible assets
|
90,676
|
|
|
Other noncurrent assets
|
46,838
|
|
|
Current liabilities
|
(45,151
|
)
|
|
Other noncurrent liabilities
|
(186,661
|
)
|
|
Net assets
|
584,833
|
|
|
Net deemed contribution
|
(19,020
|
)
|
|
Cash acquired
|
(60,798
|
)
|
|
Total cash consideration, net of cash acquired
|
$
|
505,015
|
|
|
December 16, 2014
|
||
Current assets
|
$
|
68,269
|
|
Property and equipment
|
99,292
|
|
|
Goodwill
|
154,807
|
|
|
Intangible assets
|
10,686
|
|
|
Other noncurrent assets
|
636
|
|
|
Current liabilities
|
(20,612
|
)
|
|
Other noncurrent liabilities
|
(33,095
|
)
|
|
Total consideration
|
279,983
|
|
|
Cash acquired
|
(30,597
|
)
|
|
Contingent consideration
|
(12,979
|
)
|
|
Total cash consideration, net of cash acquired and contingent consideration
|
$
|
236,407
|
|
|
|
Unaudited Pro Forma
|
|||||||
|
|
MACS and Aloha
|
|
||||||
|
|
Twelve Months Ended
|
|||||||
|
|
December 31, 2013
|
|
December 31, 2014
|
|
||||
Revenues
|
|
$
|
6,733,351
|
|
|
$
|
7,132,272
|
|
|
Net income attributable to partners
|
|
$
|
63,301
|
|
|
$
|
87,638
|
|
|
|
|
December 31, 2014
|
||
|
|
(in thousands)
|
||
Receivables from affiliates
|
|
$
|
3,484
|
|
Property, plant and equipment, net
|
|
$
|
45,340
|
|
Other non-current assets
|
|
$
|
3,665
|
|
Accounts payable and accrued liabilities
|
|
$
|
490
|
|
Long-term debt, including current maturities of $8,422 (see Note 11)
|
|
$
|
56,451
|
|
Other non-current liabilities
|
|
$
|
1,190
|
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31,
2013 |
|
|
December 31,
2014 |
||||
|
(in thousands)
|
|||||||
Accounts receivable, trade
|
$
|
68,473
|
|
|
|
$
|
56,006
|
|
Credit card receivables
|
—
|
|
|
|
3,681
|
|
||
Vendor receivables for rebates, branding, and other
|
—
|
|
|
|
2,820
|
|
||
Other receivables
|
855
|
|
|
|
2,795
|
|
||
Allowance for doubtful accounts
|
(323
|
)
|
|
|
(1,220
|
)
|
||
Accounts receivable, net
|
$
|
69,005
|
|
|
|
$
|
64,082
|
|
|
Balance at
Beginning of
Period
|
|
Additions
Charged to Expense
|
|
Amounts Written
Off, Net of
Recoveries
|
|
Allowance Retained by Parent
|
|
Acquired through Business Acquisitions
|
|
Balance at
End of Period
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Predecessor:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2012
|
$
|
167
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
167
|
|
|
$
|
—
|
|
|
$
|
103
|
|
Balance at December 31, 2013
|
103
|
|
|
360
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
323
|
|
||||||
January 1, 2014 through August 31, 2014 activity
|
323
|
|
|
270
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
521
|
|
||||||
Successor:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
September 1, 2014 through December 31, 2014 activity
|
$
|
521
|
|
|
$
|
360
|
|
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
1,220
|
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31,
2013 |
|
|
December 31,
2014 |
||||
|
(in thousands)
|
|||||||
Fuel-retail
|
$
|
—
|
|
|
|
$
|
20,280
|
|
Fuel-other wholesale
|
8,160
|
|
|
|
11,503
|
|
||
Fuel-consignment
|
2,103
|
|
|
|
4,521
|
|
||
Merchandise
|
—
|
|
|
|
11,502
|
|
||
Other
|
859
|
|
|
|
840
|
|
||
Inventories, net
|
$
|
11,122
|
|
|
|
$
|
48,646
|
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31,
2013 |
|
|
December 31,
2014 |
||||
|
(in thousands)
|
|||||||
Land
|
$
|
68,213
|
|
|
|
$
|
311,773
|
|
Buildings and leasehold improvements
|
83,328
|
|
|
|
331,761
|
|
||
Equipment
|
34,703
|
|
|
|
289,841
|
|
||
Construction in progress
|
7,322
|
|
|
|
4,226
|
|
||
Total property and equipment
|
193,566
|
|
|
|
937,601
|
|
||
Less: accumulated depreciation
|
(13,439
|
)
|
|
|
(32,136
|
)
|
||
Property and equipment, net
|
$
|
180,127
|
|
|
|
$
|
905,465
|
|
|
Segment
|
|
|
||||||||
|
Wholesale
|
|
Retail
|
|
Consolidated
|
||||||
|
(in thousands)
|
||||||||||
Balance at December 31, 2012 (Predecessor)
|
$
|
12,936
|
|
|
$
|
—
|
|
|
$
|
12,936
|
|
Goodwill related to GFI acquisition
|
9,887
|
|
|
—
|
|
|
9,887
|
|
|||
Balance at December 31, 2013 (Predecessor)
|
22,823
|
|
|
—
|
|
|
22,823
|
|
|||
Goodwill related to ETP "push down" accounting, net of previously recognized goodwill
|
567,219
|
|
|
—
|
|
|
567,219
|
|
|||
Goodwill related to MACS acquisition
|
57,776
|
|
|
60,833
|
|
|
118,609
|
|
|||
Goodwill related to Aloha acquisition
|
59,446
|
|
|
95,361
|
|
|
154,807
|
|
|||
Balance at December 31, 2014 (Successor)
|
$
|
707,264
|
|
|
$
|
156,194
|
|
|
$
|
863,458
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||||||
|
December 31, 2013
|
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Book Value
|
||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||
Definite-Lived
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade name
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
8,937
|
|
|
$
|
—
|
|
|
$
|
8,937
|
|
Franchise rights
|
—
|
|
|
—
|
|
|
—
|
|
|
|
329
|
|
|
—
|
|
|
329
|
|
||||||
Customer relations including supply agreements
|
31,982
|
|
|
11,705
|
|
|
20,277
|
|
|
|
176,997
|
|
|
25,081
|
|
|
151,916
|
|
||||||
Favorable leasehold arrangements, net
|
236
|
|
|
51
|
|
|
185
|
|
|
|
2,810
|
|
|
140
|
|
|
2,670
|
|
||||||
Loan origination costs
|
2,437
|
|
|
483
|
|
|
1,954
|
|
|
|
7,611
|
|
|
381
|
|
|
7,230
|
|
||||||
Other intangibles
|
389
|
|
|
33
|
|
|
356
|
|
|
|
1,309
|
|
|
283
|
|
|
1,026
|
|
||||||
Intangible assets, net
|
$
|
35,044
|
|
|
$
|
12,272
|
|
|
$
|
22,772
|
|
|
|
$
|
197,993
|
|
|
$
|
25,885
|
|
|
$
|
172,108
|
|
|
Amortization
|
|
Interest
|
||||
2015
|
$
|
13,436
|
|
|
$
|
1,522
|
|
2016
|
12,966
|
|
|
1,522
|
|
||
2017
|
12,512
|
|
|
1,522
|
|
||
2018
|
11,953
|
|
|
1,522
|
|
||
2019
|
11,678
|
|
|
1,142
|
|
||
Thereafter
|
102,333
|
|
|
—
|
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31, 2013
|
|
|
December 31, 2014
|
||||
|
|
|
|
|
||||
|
(in thousands)
|
|||||||
Wage and other employee-related accrued expenses
|
$
|
—
|
|
|
|
$
|
6,230
|
|
Franchise agreement termination accrual
|
—
|
|
|
|
4,579
|
|
||
Accrued tax expense
|
5,817
|
|
|
|
18,326
|
|
||
Deposits and other
|
5,610
|
|
|
|
12,746
|
|
||
Total
|
$
|
11,427
|
|
|
|
$
|
41,881
|
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31,
2013 |
|
|
December 31,
2014 |
||||
|
(in thousands)
|
|||||||
Term loan, bearing interest at Prime or LIBOR plus an applicable margin
|
$
|
25,866
|
|
|
|
$
|
—
|
|
Sale leaseback financing obligation
|
—
|
|
|
|
126,643
|
|
||
Senior term loan on Uphoff properties ("VIE Debt", see Note 5)
|
—
|
|
|
|
56,452
|
|
||
2012 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
|
156,210
|
|
|
|
—
|
|
||
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
|
—
|
|
|
|
683,378
|
|
||
Notes payable, bearing interest at 6% and 4%
|
4,075
|
|
|
|
3,552
|
|
||
Capital lease obligations
|
—
|
|
|
|
493
|
|
||
Total debt
|
186,151
|
|
|
|
870,518
|
|
||
Less: current maturities
|
525
|
|
|
|
13,757
|
|
||
Long-term debt, net of current maturities
|
$
|
185,626
|
|
|
|
$
|
856,761
|
|
2015
|
|
$
|
13,757
|
|
2016
|
|
12,104
|
|
|
2017
|
|
38,870
|
|
|
2018
|
|
5,423
|
|
|
2019
|
|
689,087
|
|
|
Thereafter
|
|
111,277
|
|
|
Total
|
|
$
|
870,518
|
|
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.
|
•
|
Distribution Contract - a
10
-year agreement under which we are the exclusive distributor of motor fuel to Susser's 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 (see below), 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 Susser 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 Susser will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by Susser to third parties for the delivery of motor fuel.
|
|
Predecessor
|
|
Successor
|
|||||||||||||
|
|
Twelve months ended December 31, 2012
|
|
Twelve months ended December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
September 1, 2014 through December 31, 2014
|
||||||||
Motor fuel sales to Susser
|
|
$
|
2,570,757
|
|
|
$
|
2,974,122
|
|
|
$
|
2,200,394
|
|
|
$
|
873,842
|
|
Motor fuel gross profit from sales to Susser
|
|
7,781
|
|
|
31,597
|
|
|
23,366
|
|
|
12,367
|
|
||||
Bulk fuel purchases from ETP
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,474
|
|
||||
General and administrative expenses allocated, including equity-based compensation
|
|
1,621
|
|
|
2,154
|
|
|
4,768
|
|
|
1,454
|
|
||||
Allocated cost of employees
|
|
2,897
|
|
|
11,400
|
|
|
8,802
|
|
|
3,529
|
|
||||
Distributions to Susser / ETP
|
|
312
|
|
|
19,969
|
|
|
16,604
|
|
|
8,187
|
|
||||
IDR distributions to Susser / ETP
|
|
—
|
|
|
—
|
|
|
64
|
|
|
255
|
|
||||
Transportation charges from Susser for delivery of motor fuel
|
|
11,891
|
|
|
49,994
|
|
|
37,874
|
|
|
19,949
|
|
||||
Purchase of stores from Susser
|
|
29,041
|
|
|
104,159
|
|
|
81,145
|
|
|
70,914
|
|
||||
Rental income from Susser
|
|
147
|
|
|
6,441
|
|
|
9,117
|
|
|
6,299
|
|
||||
# of stores purchased
|
|
8
|
|
|
25
|
|
18
|
|
|
15
|
•
|
Net accounts receivable from Susser were
$49.9 million
and
$32.7 million
at
December 31, 2013
and
December 31, 2014
, respectively, which are primarily related to motor fuel purchases from us.
|
•
|
Net accounts receivable from ETP was
$0.5 million
at
December 31, 2014
, primarily for fuel incentives related to purchases of bulk fuel inventory.
|
•
|
Net accounts payable to ETP was
$3.1 million
as of
December 31, 2014
, attributable to operational expenses and fuel pipeline purchases.
|
•
|
As of
December 31, 2014
, we had
$3.5 million
of receivables related to agreements with entities controlled by the Uphoff Unitholders (see Note 5).
|
|
Predecessor
|
|
|
Successor
|
|
||||||||||||
|
Twelve months ended
|
|
|
|
|
|
|
||||||||||
|
December 31,
2012 |
|
December 31,
2013 |
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
|
||||||||
|
(in thousands)
|
||||||||||||||||
Cash rent:
|
|
|
|
|
|
|
|
|
|
||||||||
Store base rent
|
$
|
3,074
|
|
|
$
|
819
|
|
|
$
|
562
|
|
|
|
$
|
3,220
|
|
|
Equipment rent
|
453
|
|
|
175
|
|
|
155
|
|
|
|
200
|
|
|
||||
Total cash rent
|
3,527
|
|
|
994
|
|
|
717
|
|
|
|
3,420
|
|
|
||||
Non-cash rent:
|
|
|
|
|
|
|
|
|
|
||||||||
Straight-line rent
|
—
|
|
|
20
|
|
|
12
|
|
|
|
39
|
|
|
||||
Net rent expense
|
$
|
3,527
|
|
|
$
|
1,014
|
|
|
$
|
729
|
|
|
|
$
|
3,459
|
|
|
2015
|
|
$
|
16,210
|
|
2016
|
|
15,349
|
|
|
2017
|
|
12,661
|
|
|
2018
|
|
11,184
|
|
|
2019
|
|
10,617
|
|
|
Thereafter
|
|
91,943
|
|
|
Total
|
|
$
|
157,964
|
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31,
2013 |
|
|
December 31,
2014 |
||||
|
(in thousands)
|
|||||||
Land
|
$
|
66,931
|
|
|
|
$
|
269,093
|
|
Buildings and improvements
|
69,313
|
|
|
|
285,466
|
|
||
Equipment
|
38,644
|
|
|
|
87,668
|
|
||
Total property and equipment
|
174,888
|
|
|
|
642,227
|
|
||
Less: accumulated depreciation
|
(8,872
|
)
|
|
|
(37,994
|
)
|
||
Property and equipment, net
|
$
|
166,016
|
|
|
|
$
|
604,233
|
|
2015
|
$
|
52,749
|
|
2016
|
39,229
|
|
|
2017
|
31,796
|
|
|
2018
|
27,475
|
|
|
2019
|
25,982
|
|
|
Thereafter
|
210,593
|
|
|
Total minimum future rentals
|
$
|
387,824
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Twelve months ended
|
|
|
|
|
|
||||||||||
|
December 31,
2012 |
|
December 31,
2013 |
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Cash interest expense
|
$
|
940
|
|
|
$
|
3,356
|
|
|
$
|
4,516
|
|
|
|
$
|
7,652
|
|
Amortization of loan costs
|
102
|
|
|
381
|
|
|
313
|
|
|
|
1,987
|
|
||||
Cash interest income
|
(233
|
)
|
|
(266
|
)
|
|
(62
|
)
|
|
|
(77
|
)
|
||||
Interest expense, net
|
$
|
809
|
|
|
$
|
3,471
|
|
|
$
|
4,767
|
|
|
|
$
|
9,562
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Twelve months ended
|
|
|
|
|
|
||||||||||
|
December 31, 2012
|
|
December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
|||||||||||||||
Current:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
2,321
|
|
|
$
|
68
|
|
|
$
|
(15
|
)
|
|
|
$
|
2,335
|
|
State
|
284
|
|
|
302
|
|
|
252
|
|
|
|
705
|
|
||||
Total current income tax expense
|
2,605
|
|
|
370
|
|
|
237
|
|
|
|
3,040
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
2,416
|
|
|
70
|
|
|
(19
|
)
|
|
|
(906
|
)
|
||||
State
|
12
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||
Total deferred tax expense
|
2,428
|
|
|
70
|
|
|
(19
|
)
|
|
|
(906
|
)
|
||||
Net income tax expense
|
$
|
5,033
|
|
|
$
|
440
|
|
|
$
|
218
|
|
|
|
$
|
2,134
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||||||||||
|
Twelve Months Ended
|
|
|
|
|
|
||||||||||||||||||||||
(amounts in thousands)
|
December 31, 2012
|
|
December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||||||||||||||
|
Amount
|
|
Tax
Rate %
|
|
Amount
|
|
Tax
Rate %
|
|
Amount
|
|
Tax
Rate % |
|
|
Amount
|
|
Tax
Rate %
|
||||||||||||
Tax at statutory federal rate
|
$
|
7,911
|
|
|
35.0
|
%
|
|
$
|
13,113
|
|
|
35.0
|
%
|
|
$
|
7,955
|
|
|
35.0
|
%
|
|
|
$
|
13,095
|
|
|
35.0
|
%
|
Partnership earnings not subject to tax
|
(3,128
|
)
|
|
(13.8
|
)%
|
|
(13,028
|
)
|
|
(34.8
|
%)
|
|
(7,598
|
)
|
|
(33.4
|
)%
|
|
|
(8,324
|
)
|
|
(22.2
|
)%
|
||||
MACS earnings prior to October 1, 2014
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
(3,097
|
)
|
|
(8.3
|
)%
|
||||
State and local tax, net of federal benefit
|
217
|
|
|
1.0
|
%
|
|
301
|
|
|
0.8
|
%
|
|
164
|
|
|
0.7
|
%
|
|
|
392
|
|
|
1.0
|
%
|
||||
Other
|
33
|
|
|
0.1
|
%
|
|
54
|
|
|
0.2
|
%
|
|
(303
|
)
|
|
(1.4
|
%)
|
|
|
68
|
|
|
0.2
|
%
|
||||
Net income tax expense
|
$
|
5,033
|
|
|
22.3
|
%
|
|
$
|
440
|
|
|
1.2
|
%
|
|
$
|
218
|
|
|
0.9
|
%
|
|
|
$
|
2,134
|
|
|
5.7
|
%
|
|
Predecessor
|
|
|
Successor
|
||||
|
December 31, 2013
|
|
|
December 31, 2014
|
||||
|
(in thousands)
|
|||||||
Deferred tax assets:
|
|
|
|
|
||||
Trademarks and other intangibles
|
$
|
—
|
|
|
|
$
|
35,096
|
|
Other
|
—
|
|
|
|
3,011
|
|
||
Net operating loss carry forwards
|
1,174
|
|
|
|
—
|
|
||
Total deferred tax assets
|
1,174
|
|
|
|
38,107
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets
|
1,381
|
|
|
|
20,290
|
|
||
Other
|
15
|
|
|
|
300
|
|
||
Total deferred tax liabilities
|
1,396
|
|
|
|
20,590
|
|
||
Net deferred income tax assets (liabilities)
|
$
|
(222
|
)
|
|
|
$
|
17,517
|
|
Current net deferred tax assets
|
$
|
—
|
|
|
|
$
|
2,624
|
|
Noncurrent net deferred tax assets (liabilities)
|
$
|
(222
|
)
|
|
|
$
|
14,893
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Twelve months ended December 31, 2012
|
|
Twelve months ended December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
Attributable to Common Units
|
|
|
|
|
|
|
|
|
||||||||
Distributions (a)
|
$
|
5,098
|
|
|
$
|
20,251
|
|
|
$
|
11,261
|
|
|
|
$
|
27,031
|
|
Distributions in excess of net income
|
(523
|
)
|
|
(1,717
|
)
|
|
7
|
|
|
|
(9,532
|
)
|
||||
Limited partners' interest in net income subsequent to initial public offering
|
$
|
4,575
|
|
|
$
|
18,534
|
|
|
$
|
11,268
|
|
|
|
$
|
17,499
|
|
|
|
|
|
|
|
|
|
|
||||||||
Attributable to Subordinated Units
|
|
|
|
|
|
|
|
|
||||||||
Distributions (a)
|
$
|
5,098
|
|
|
$
|
20,167
|
|
|
$
|
11,178
|
|
|
|
$
|
12,533
|
|
Distributions in excess of net income
|
(523
|
)
|
|
(1,674
|
)
|
|
—
|
|
|
|
(3,228
|
)
|
||||
Limited partners' interest in net income subsequent to initial public offering
|
$
|
4,575
|
|
|
$
|
18,493
|
|
|
$
|
11,178
|
|
|
|
$
|
9,305
|
|
|
|
|
|
|
|
|
|
|
||||||||
(a) Distributions declared per unit to unitholders as of record date
|
$0.47
|
|
$1.84
|
|
$1.02
|
|
|
$1.15
|
|
|
|
Marginal percentage interest in distributions
|
||||
|
Total quarterly distribution per unit target amount
|
|
Unitholders
|
|
Holder of IDRs
|
||
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
|
%
|
|
|
Limited Partners
|
|
Distribution to IDR Holders
|
||||||||
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
|
|||||||
|
|
(in thousands, except per unit amounts)
|
||||||||||
November 28, 2014
|
|
$
|
0.5457
|
|
|
$
|
18,541
|
|
|
$
|
255
|
|
August 29, 2014
|
|
0.5197
|
|
|
11,413
|
|
|
64
|
|
|||
May 30, 2014
|
|
0.5021
|
|
|
11,026
|
|
|
—
|
|
|||
February 28, 2014
|
|
0.4851
|
|
|
10,650
|
|
|
—
|
|
|||
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
|
|
|
—
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
|
Year Ended
|
|
|
|
|
|
||||||||||
|
December 31, 2012
|
|
December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Phantom common units
|
$
|
101
|
|
|
$
|
530
|
|
|
$
|
604
|
|
|
|
$
|
394
|
|
Allocated expense from Parent
|
810
|
|
|
1,405
|
|
|
4,088
|
|
|
|
994
|
|
||||
Total unit-based compensation expense
|
$
|
911
|
|
|
$
|
1,935
|
|
|
$
|
4,692
|
|
|
|
$
|
1,388
|
|
|
Number of Phantom Common Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at January 1, 2013 (Predecessor)
|
32,500
|
|
|
$
|
18.93
|
|
Granted
|
15,815
|
|
|
27.15
|
|
|
Vested
|
(11,352
|
)
|
|
21.50
|
|
|
Outstanding at December 31, 2013 (Predecessor)
|
36,963
|
|
|
21.66
|
|
|
Granted
|
6,354
|
|
|
33.24
|
|
|
Vested
|
(40,317
|
)
|
|
23.72
|
|
|
Forfeited
|
(3,000
|
)
|
|
18.42
|
|
|
Outstanding at August 31, 2014 (Predecessor)
|
—
|
|
|
—
|
|
|
Granted
|
241,235
|
|
|
45.50
|
|
|
Outstanding at December 31, 2014 (Successor)
|
241,235
|
|
|
$
|
45.50
|
|
|
|
Wholesale Segment
|
|
Retail Segment
|
|
Intercompany
Eliminations
|
|
All Other
|
|
Totals
|
||||||||||
|
|
(dollars and gallons in thousands)
|
||||||||||||||||||
September 1, 2014 through December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Motor fuel sales to third parties
|
|
$
|
712,348
|
|
|
$
|
228,895
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
941,243
|
|
Motor fuel sales to affiliates
|
|
873,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
873,842
|
|
|||||
Merchandise sales
|
|
—
|
|
|
52,275
|
|
|
—
|
|
|
—
|
|
|
52,275
|
|
|||||
Rental and other income
|
|
14,480
|
|
|
1,688
|
|
|
—
|
|
|
6,299
|
|
|
22,467
|
|
|||||
Intersegment sales
|
|
117,351
|
|
|
—
|
|
|
(117,351
|
)
|
|
—
|
|
|
—
|
|
|||||
Total revenue
|
|
1,718,021
|
|
|
282,858
|
|
|
(117,351
|
)
|
|
6,299
|
|
|
1,889,827
|
|
|||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Motor fuel sales to third parties
|
|
37,867
|
|
|
30,392
|
|
|
—
|
|
|
—
|
|
|
68,259
|
|
|||||
Motor fuel sales to affiliates
|
|
12,367
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,367
|
|
|||||
Merchandise
|
|
—
|
|
|
13,455
|
|
|
—
|
|
|
—
|
|
|
13,455
|
|
|||||
Rental and other income
|
|
13,177
|
|
|
1,688
|
|
|
—
|
|
|
6,299
|
|
|
21,164
|
|
|||||
Total gross profit
|
|
63,411
|
|
|
45,535
|
|
|
—
|
|
|
6,299
|
|
|
115,245
|
|
|||||
Total operating expenses
|
|
32,802
|
|
|
23,594
|
|
|
—
|
|
|
11,877
|
|
|
68,273
|
|
|||||
Operating income (loss)
|
|
30,609
|
|
|
21,941
|
|
|
—
|
|
|
(5,578
|
)
|
|
46,972
|
|
|||||
Unallocated interest expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,562
|
)
|
|
(9,562
|
)
|
|||||
Income (loss) before income taxes
|
|
$
|
30,609
|
|
|
$
|
21,941
|
|
|
$
|
—
|
|
|
$
|
(15,140
|
)
|
|
$
|
37,410
|
|
Capital expenditures
|
|
$
|
77,583
|
|
|
$
|
4,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,015
|
|
Gallons
|
|
774,016
|
|
|
83,419
|
|
|
(58,314
|
)
|
|
—
|
|
|
799,121
|
|
|||||
Total assets
|
|
$
|
1,150,749
|
|
|
$
|
415,163
|
|
|
$
|
—
|
|
|
$
|
631,569
|
|
|
$
|
2,197,481
|
|
|
Predecessor
|
|
|
Successor
|
|||||||||||
|
Year Ended
|
|
|
|
|
|
|||||||||
|
December 31, 2012
|
December 31, 2013
|
|
January 1, 2014 through August 31, 2014
|
|
|
September 1, 2014 through December 31, 2014
|
||||||||
|
|
(dollars in thousands, except units and per unit amounts)
|
|||||||||||||
Net income
|
$
|
9,150
|
|
$
|
37,027
|
|
|
$
|
22,510
|
|
|
|
$
|
35,276
|
|
Less: Net income and comprehensive income attributable to noncontrolling interest
|
—
|
|
—
|
|
|
—
|
|
|
|
1,043
|
|
||||
Net income attributable to partners
|
9,150
|
|
37,027
|
|
|
22,510
|
|
|
|
34,233
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Incentive distribution rights
|
—
|
|
—
|
|
|
64
|
|
|
|
1,146
|
|
||||
MACS earnings prior to October 1, 2014
|
—
|
|
—
|
|
|
—
|
|
|
|
5,878
|
|
||||
Distributions on nonvested phantom unit awards
|
—
|
|
—
|
|
|
—
|
|
|
|
405
|
|
||||
Limited partners' interest in net income
|
$
|
9,150
|
|
$
|
37,027
|
|
|
$
|
22,446
|
|
|
|
$
|
26,804
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding:
|
|
|
|
|
|
|
|
||||||||
Common - basic
|
10,939,436
|
|
10,964,258
|
|
|
11,023,617
|
|
|
|
20,572,373
|
|
||||
Common - equivalents
|
3,723
|
|
21,844
|
|
|
25,128
|
|
|
|
6,382
|
|
||||
Common - diluted
|
10,943,159
|
|
10,986,102
|
|
|
11,048,745
|
|
|
|
20,578,755
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Subordinated - (basic and diluted)
|
10,939,436
|
|
10,939,436
|
|
|
10,939,436
|
|
|
|
10,939,436
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
||||||||
Common - basic and diluted
|
$
|
0.42
|
|
$
|
1.69
|
|
|
$
|
1.02
|
|
|
|
$
|
0.85
|
|
Subordinated - basic and diluted
|
$
|
0.42
|
|
$
|
1.69
|
|
|
$
|
1.02
|
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Predecessor
|
|
Successor
|
||||||||||||||||||||||||||||
|
|
2013
|
|
2014
|
||||||||||||||||||||||||||||
|
|
1st
QTR |
|
2nd
QTR |
|
3rd
QTR |
|
4th
QTR |
|
1st
QTR |
|
2nd
QTR |
|
3rd
QTR (1) |
|
4th
QTR |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel sales
|
|
$
|
1,087,489
|
|
|
$
|
1,117,414
|
|
|
$
|
1,162,746
|
|
|
$
|
1,109,259
|
|
|
$
|
1,210,656
|
|
|
$
|
1,370,124
|
|
|
$
|
1,424,174
|
|
|
$
|
1,285,947
|
|
Merchandise sales
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,998
|
|
|
39,277
|
|
||||||||
Rental and other income
|
|
2,928
|
|
|
3,483
|
|
|
4,051
|
|
|
5,209
|
|
|
5,931
|
|
|
5,901
|
|
|
10,610
|
|
|
16,398
|
|
||||||||
Total revenue
|
|
$
|
1,090,417
|
|
|
$
|
1,120,897
|
|
|
$
|
1,166,797
|
|
|
$
|
1,114,468
|
|
|
$
|
1,216,587
|
|
|
$
|
1,376,025
|
|
|
$
|
1,447,782
|
|
|
$
|
1,341,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel gross profit
|
|
$
|
13,215
|
|
|
$
|
14,012
|
|
|
$
|
14,903
|
|
|
$
|
15,774
|
|
|
$
|
17,210
|
|
|
$
|
17,067
|
|
|
$
|
25,427
|
|
|
$
|
67,569
|
|
Merchandise gross profit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,242
|
|
|
10,213
|
|
||||||||
Other gross profit
|
|
2,341
|
|
|
2,944
|
|
|
3,500
|
|
|
4,275
|
|
|
4,910
|
|
|
5,136
|
|
|
9,750
|
|
|
15,402
|
|
||||||||
Total gross profit
|
|
$
|
15,556
|
|
|
$
|
16,956
|
|
|
$
|
18,403
|
|
|
$
|
20,049
|
|
|
$
|
22,120
|
|
|
$
|
22,203
|
|
|
$
|
38,419
|
|
|
$
|
93,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from operations
|
|
$
|
8,979
|
|
|
$
|
10,530
|
|
|
$
|
10,663
|
|
|
$
|
10,766
|
|
|
$
|
11,641
|
|
|
$
|
11,489
|
|
|
$
|
11,694
|
|
|
$
|
39,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income attributable to limited partners
|
|
$
|
8,227
|
|
|
$
|
9,680
|
|
|
$
|
9,597
|
|
|
$
|
9,523
|
|
|
$
|
10,132
|
|
|
$
|
9,595
|
|
|
$
|
6,905
|
|
|
$
|
30,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per limited partner unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common (basic and diluted)
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.46
|
|
|
$
|
0.43
|
|
|
$
|
0.04
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subordinated (basic and diluted)
|
|
$
|
0.38
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
$
|
0.43
|
|
|
$
|
0.46
|
|
|
$
|
0.43
|
|
|
$
|
0.04
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fuel gallons
|
|
366,882
|
|
|
389,041
|
|
|
399,524
|
|
|
415,587
|
|
|
433,391
|
|
|
461,791
|
|
|
510,146
|
|
|
606,635
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Motor fuel margin: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Wholesale - third party
|
|
5.0¢
|
|
4.9¢
|
|
5.2¢
|
|
5.2¢
|
|
5.7¢
|
|
4.9¢
|
|
6.9¢
|
|
17.6¢
|
||||||||||||||||
Wholesale - affiliated
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
|
3.0¢
|
||||||||||||||||
Retail
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.0¢
|
|
44.5¢
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
|
Certificate of Limited Partnership of Susser Petroleum Partners LP (2)
|
3.2
|
|
|
Certificate of Amendment to the Certificate of Limited Partnership of Susser Petroleum Partners LP (7)
|
3.3
|
|
|
First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated September 25, 2012 (1)
|
3.4
|
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (7)
|
3.5
|
|
|
Certificate of Formation of Susser Petroleum Partners GP LLC (2)
|
3.6
|
|
|
Certificate of Amendment to the Certificate of Formation of Susser Petroleum Partners GP LLC (7)
|
3.7
|
|
|
Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC, dated September 25, 2012 (1)
|
3.8
|
|
|
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Susser Petroleum Partners GP LLC (7)
|
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 (4)
|
10.4
|
|
|
Amendment No. 2 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 August 28, 2014 (10)
|
10.5
|
|
|
Credit Agreement among Susser Petroleum Partners LP, as the Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an LC Issuer, dated September 25, 2014 (5)
|
10.6
|
|
|
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)
|
10.7
|
|
|
Transportation Agreement between Susser Petroleum Operating Company LLC and Susser Petroleum Company LLC, dated September 25, 2012 (1)
|
10.8
|
|
|
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)
|
10.9
|
|
|
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)
|
10.10
|
|
|
Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (2)
|
10.11
|
|
|
Form of Director Indemnification Agreement (2)
|
10.12
|
|
|
Revised Form of Director Indemnification Agreement (4)
|
10.13
|
|
|
Form of Phantom Unit Award Agreement (2)
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10.14
|
|
|
Form of Restricted Phantom Unit Agreement (8)
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10.15
|
|
|
Form of Lease Agreement (Stripes LLC) (3)
|
10.16
|
|
|
Branded Motor Fuel Marketer Agreement between Susser Petroleum Operating Co. LLC and Chevron Products Company effective May 1, 2014 (9)
|
10.17
|
|
+
|
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)
|
10.18
|
|
+
|
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)
|
10.19
|
|
+
|
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)
|
10.20
|
|
+
|
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)
|
10.21
|
|
|
Contribution Agreement, dated as of September 25, 2014, by and among Mid-Atlantic Convenience Stores, LLC, ETC M-A Acquisition LLC, Susser Petroleum Partners LP and Energy Transfer Partners, L.P (5)
|
10.22
|
|
|
Purchase and Sale Agreement, entered into as of September 25, 2014, by and among Susser Petroleum Property Company LLC, Susser Petroleum Partners LP and Henger BV Inc. (5)
|
10.23
|
|
|
Amendment No.1, entered into as of December 16, 2014, to Purchase and Sale Agreement, dated as of September 25, 2014, by and among Susser Petroleum Property Company LLC, Susser Petroleum Partners LP and Henger BV Inc. (6)
|
10.24
|
|
|
First Amendment to the Susser Petroleum Partners LP 2012 Long Term Incentive Plan, dated November 4, 2014 *
|
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 (File Number 001-356531) filed by the registrant on September 25, 2012.
|
(2)
|
Incorporated by reference to the registration statement on Form S-1 (File Number 333-182276), as amended, originally filed by the registrant on June 22, 2012.
|
1.
|
All references in the Plan to “Susser Petroleum Partners LP” (including in the name of the Plan) shall be, and hereby are, replaced with “Sunoco LP.”
|
2.
|
All references in the Plan to “Susser Petroleum Partners GP LLC” shall be, and hereby are, replaced with “Sunoco GP LLC.”
|
|
|
|
|
|
Sunoco LP
By: Sunoco GP LLC, its general partner
|
||||
|
|
|||
By:
|
|
/s/
Mary E. Sullivan
|
||
|
|
Name:
|
|
Mary E. Sullivan
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Susser Petroleum Operating Company, LLC
|
|
Delaware
|
Susser Energy Services, LLC
|
|
Texas
|
T&C Wholesale, LLC
|
|
Texas
|
Southside Oil, LLC
|
|
Virginia
|
Susser Petroleum Property Company, LLC
|
|
Delaware
|
Mid-Atlantic Convenience Stores, LLC
|
|
Delaware
|
MACS Retail, LLC
|
|
Virginia
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Sunoco 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: February 27, 2015
|
|
/s/ Robert W. Owens
|
|
|
Robert W. Owens
|
|
|
Chief Executive Officer of Sunoco GP LLC
|
|
|
(the general partner of Sunoco LP)
|
1.
|
I have reviewed this annual report on Form 10-K of Sunoco 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: February 27, 2015
|
|
/s/ Mary E. Sullivan
|
|
|
Mary E. Sullivan
|
|
|
Executive Vice President and Chief Financial Officer of Sunoco GP LLC
|
|
|
(the general partner of Sunoco LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Robert W. Owens
|
Robert W. Owens
|
Chief Executive Officer of Sunoco GP LLC
|
(the general partner of Sunoco LP)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Mary E. Sullivan
|
Mary E. Sullivan
|
Executive Vice President and Chief Financial Officer of Sunoco GP LLC
|
(the general partner of Sunoco LP)
|