UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 2019
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to
Commission File Number: 001-35653
 
SUNOCO LP
(Exact name of registrant as specified in its charter)  
 
Delaware
 
30-0740483
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
8111 Westchester Drive, Suite 400, Dallas, Texas 75225
(Address of principal executive offices, including zip code)
(214) 981-0700
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   ý     No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
 
 
 
Emerging Growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes       No   ý
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Units Representing Limited Partner Interests
SUN
New York Stock Exchange (NYSE)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
The registrant had 82,748,987 common units representing limited partner interests and 16,410,780 Class C units representing limited partner interests outstanding at May 3, 2019 .
 



SUNOCO LP
FORM 10-Q
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


i


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(unaudited)
 
 
March 31,
2019
 
December 31,
2018
 
 
(in millions, except units)
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
23

 
$
56

Accounts receivable, net
 
490

 
374

Receivables from affiliates
 
2

 
37

Inventories, net
 
392

 
374

Other current assets
 
75

 
64

Assets held for sale
 
28

 

Total current assets
 
1,010

 
905

 
 
 
 
 
Property and equipment
 
2,066

 
2,133

Accumulated depreciation
 
(604
)
 
(587
)
Property and equipment, net
 
1,462

 
1,546

Other assets:
 
 
 
 
Lease right-of-use assets, net
 
542

 

Goodwill
 
1,560

 
1,559

 
 
 
 
 
Intangible assets
 
915

 
915

Accumulated amortization
 
(221
)
 
(207
)
Intangible assets, net
 
694

 
708

Other non-current assets
 
155

 
161

Total assets
 
$
5,423

 
$
4,879

Liabilities and equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
482

 
$
412

Accounts payable to affiliates
 
30

 
149

Accrued expenses and other current liabilities
 
225

 
299

Operating lease current liabilities
 
24

 

Current maturities of long-term debt
 
6

 
5

Total current liabilities
 
767

 
865

Operating lease non-current liabilities
 
527

 

Revolving line of credit
 
150

 
700

Long-term debt, net
 
2,879

 
2,280

Advances from affiliates
 
81

 
24

Deferred tax liability
 
90

 
103

Other non-current liabilities
 
120

 
123

Total liabilities
 
4,614

 
4,095

Commitments and contingencies (Note 12)
 


 


Equity:
 
 
 
 
Limited partners:
 
 
 
 
Common unitholders
(82,725,202 units issued and outstanding as of March 31, 2019 and
82,665,057 units issued and outstanding as of December 31, 2018)
 
809

 
784

Class C unitholders - held by subsidiaries
(16,410,780 units issued and outstanding as of March 31, 2019 and
December 31, 2018)
 

 

Total equity
 
809

 
784

Total liabilities and equity
 
$
5,423

 
$
4,879

 

The accompanying notes are an integral part of these consolidated financial statements.

1


SUNOCO LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
(in millions, except unit and per unit amounts)
Revenues:
 
 
 
Motor fuel sales
$
3,583

 
$
3,551

Non motor fuel sales
74

 
176

Lease income
35

 
22

Total revenues
3,692

 
3,749

Cost of sales and operating expenses:
 
 
 
Cost of sales
3,322

 
3,453

General and administrative
27

 
35

Other operating
84

 
98

Lease expense
14

 
15

Loss on disposal of assets and impairment charges
48

 
3

Depreciation, amortization and accretion
45

 
49

Total cost of sales and operating expenses
3,540

 
3,653

Operating income
152

 
96

Other expenses:
 
 
 
Interest expense, net
42

 
34

Loss on extinguishment of debt and other
3

 
109

Income (loss) from continuing operations before income taxes
107

 
(47
)
Income tax expense (benefit)
(2
)
 
31

Income (loss) from continuing operations
109

 
(78
)
Loss from discontinued operations, net of income taxes

 
(237
)
Net income (loss) and comprehensive income (loss)
$
109

 
$
(315
)
 
 
 
 
Net income (loss) per common unit - basic:
 
 
 
Continuing operations - common units
$
1.08

 
$
(1.11
)
Discontinued operations - common units
0.00

 
(2.63
)
Net income (loss) - common units
$
1.08

 
$
(3.74
)
Net income (loss) per common unit - diluted:
 
 
 
Continuing operations - common units
$
1.07

 
$
(1.11
)
Discontinued operations - common units
0.00

 
(2.63
)
Net income (loss) - common units
$
1.07

 
$
(3.74
)
Weighted average limited partner units outstanding:
 
 
 
Common units - basic
82,711,188

 
89,753,950

Common units - diluted
83,380,167

 
90,271,751

 
 
 
 
Cash distributions per unit
$
0.8255

 
$
0.8255


The accompanying notes are an integral part of these consolidated financial statements.

2


SUNOCO LP
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in millions)
 
Preferred Units-Affiliated
 
Common Units
 
Total Equity
Balance at December 31, 2018
$

 
$
784

 
$
784

Cash distribution to unitholders

 
(87
)
 
(87
)
Unit-based compensation

 
3

 
3

Partnership net income

 
109

 
109

Balance at March 31, 2019
$

 
$
809

 
$
809

 
 
 
 
 
 
Balance at December 31, 2017
$
300

 
$
1,947

 
$
2,247

Common unit repurchase

 
(540
)
 
(540
)
Redemption of preferred units
(300
)
 

 
(300
)
Cash distribution to unitholders

 
(107
)
 
(107
)
Dividend to preferred units
(2
)
 

 
(2
)
Unit-based compensation

 
3

 
3

Cumulative effect of change in revenue recognition accounting principle

 
(54
)
 
(54
)
Partnership net income (loss)
2

 
(317
)
 
(315
)
Balance at March 31, 2018
$

 
$
932

 
$
932

 
The accompanying notes are an integral part of these consolidated financial statements.

3


SUNOCO LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
Three Months Ended March 31,
 
2019
 
2018
 
(in millions)
Cash flows from operating activities:
 
 
 
Net income (loss)
$
109

 
$
(315
)
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:
 
 
 
Loss from discontinued operations

 
237

Depreciation, amortization and accretion
45

 
49

Amortization of deferred financing fees
1

 
2

Loss on disposal of assets and impairment charges
48

 
3

Loss on extinguishment of debt and other
3

 
109

Non-cash unit based compensation expense
3

 
3

Deferred income tax
(13
)
 
29

Inventory valuation adjustment
(93
)
 
(25
)
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
Accounts receivable
(116
)
 
90

Receivable from affiliates
35

 
(5
)
Inventories
67

 
17

Other assets
9

 
10

Accounts payable
74

 
(143
)
Accounts payable to affiliates
(62
)
 
(28
)
Accrued expenses and other current liabilities
(73
)
 
403

Other non-current liabilities

 
4

Net cash provided by continuing operating activities
37

 
440

Cash flows from investing activities:
 
 
 
Capital expenditures
(26
)
 
(19
)
Purchase of intangible assets

 
(1
)
Other acquisition
(5
)
 

Proceeds from disposal of property and equipment
6

 
3

Net cash used in investing activities
(25
)
 
(17
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
600

 
2,200

Payments on long-term debt
(2
)
 
(3,447
)
Payments for debt extinguishment costs

 
(93
)
Revolver borrowings
693

 
414

Revolver repayments
(1,243
)
 
(1,179
)
Loan origination costs
(6
)
 
(24
)
Common unit repurchase

 
(540
)
Redemption of preferred units from ETE

 
(303
)
Distributions to unitholders
(87
)
 
(121
)
Net cash used in financing activities
(45
)
 
(3,093
)
Cash flows from discontinued operations:
 
 
 
Operating activities

 
(485
)
Investing activities

 
3,214

Changes in cash included in current assets held for sale

 
11

Net increase in cash and cash equivalents of discontinued operations

 
2,740

Net increase (decrease) in cash
(33
)
 
70

Cash and cash equivalents at beginning of period
56

 
28

Cash and cash equivalents at end of period
$
23

 
$
98


The accompanying notes are an integral part of these consolidated financial statements.

4


SUNOCO LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
(unaudited)
1.
Organization and Principles of Consolidation
As used in this document, the terms “Partnership,” “SUN,” “we,” “us,” and “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.
We are a Delaware master limited partnership. We are managed by our general partner, Sunoco GP LLC (“General Partner”), which is owned by Energy Transfer Operating, L.P. (“ETO”), a consolidated subsidiary of Energy Transfer LP (“ET”). As of March 31, 2019 , ETO and its subsidiaries owned 100% of the membership interests in our General Partner, all of our incentive distribution rights (“IDRs”) and approximately 34.4% of our common units, which constitutes a 28.7% limited partner interest in us.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and our wholly‑owned subsidiaries. We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We also operate retail stores in Hawaii and New Jersey.
Our primary operations are conducted by the following consolidated subsidiaries:
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama, Texas, Arkansas and New York.
Sunoco Retail LLC (“Sunoco Retail”), a Pennsylvania limited liability company, owns and operates retail stores that sell motor fuel and merchandise primarily in New Jersey.
Aloha Petroleum LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands.
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates retail stores on the Hawaiian Islands.

All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no material impact on gross profit, income from operations, net income (loss) and comprehensive income (loss), the balance sheets or statements of cash flows.
2.
Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 22, 2019.
Significant Accounting Policies
As of March 31, 2019 , the only material change in the Partnership’s significant accounting policies, as compared to those described in the Annual Report on Form 10-K for the year ended December 31, 2018 , was the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), described under Change in Accounting Principle .
Motor Fuel and Sales Taxes
For bulk sales, certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales.
For other locations where the Partnership holds inventory, including commission agent arrangements and Partnership-operated retail locations, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $94 million and $53 million for the three months ended March 31, 2019 and 2018 , respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

5


Assets Held for Sale
Assets held for sale are written down to the lower of cost or estimated net realizable value at the time we offer them for sale. When we have determined that an asset is more likely than not to be sold in the next twelve months, that asset is classified as assets held for sale and included in other current assets. As of March 31, 2019 the Partnership had $28 million classified as assets held for sale related to the pending sale of the Partnership's ethanol plant, including the grain malting operation, in Fulton, New York. Based on the sale price of the pending sale the Partnership wrote down the assets held for sale and recorded a $47 million charge during the three months ended March 31, 2019.
Change in Accounting Principle
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) , which amends the FASB Accounting Standards Codification (“ASC”) and creates Topic 842, Leases. On January 1, 2019, we adopted ASC Topic 842, which is effective for interim and annual reporting periods beginning on or after December 15, 2018. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.
The Partnership elected the modified retrospective approach to adopt Topic 842. This approach involves recognition of an opening cumulative catch-up adjustment to the the balance sheet in the period of adoption, January 1, 2019. We have completed a detailed review of contracts representative of our business and assessed the terms under the new standard. Adoption of the standard had a material impact on our consolidated balance sheet, but did not have a material impact on our consolidated statement of operations and comprehensive income or consolidated cash flows. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged.
As a result of the evaluation performed, we have recorded adjustments resulting in a net increase to assets and liabilities of approximately $547 million as of January 1, 2019. In addition to the evaluation performed, we have made appropriate design and implementation updates to our business processes, systems, and internal controls to support the on-going reporting requirements under the new standard.

Topic 842 provides for certain practical expedients that companies can elect to apply for purposes of adoption and implementation of the new standard. The practical expedients utilized by the Partnership are as follows: 1) no reassessment of whether existing contracts contain a lease, 2) no reassessment of the classification of existing leases, 3) no reassessment of initial direct costs for existing leases, 4) exclusion of leases with terms of 12 months or less from evaluation, 5) use of the portfolio approach to determine discount rates, 6) election to not separate non-lease components from lease components in existing lease agreements, and 7) election to not apply the use of hindsight to the active lease population.

The cumulative effect of the changes made to our consolidated January 1, 2019 balance sheet for the adoption of ASU No. 2016-02 was as follows:
Classification
 
Balance at
December 31, 2018
 
Adjustments Due to
Topic 842
 
Balance at
January 1, 2019
 
 
(in millions) 
Assets
 
 
 
 
 
 
Property and equipment, net
 
$
1,546

 
$
(1
)
 
$
1,545

Lease right-of-use assets
 

 
548

 
548

Liabilities
 
 
 
 
 
 
Accrued expenses and other current liabilities
 
299

 
(1
)
 
298

Current maturities of long term debt
 
5

 
1

 
6

Operating lease current liabilities
 

 
25

 
25

Long term debt, net
 
2,280

 
6

 
2,286

Operating lease non-current liabilities
 

 
528

 
528

Other non-current liabilities
 
123

 
(12
)
 
111


6


3.
Acquisitions
On January 18, 2019, we acquired certain convenience store locations from Speedway LLC for approximately $5 million plus working capital adjustments. We subsequently converted the acquired convenience store locations to commission agent locations.
4.
Discontinued Operations
On April 6, 2017, certain subsidiaries of the Partnership (collectively, the “Sellers”) entered into an Asset Purchase Agreement (the “7-Eleven Purchase Agreement”) with 7-Eleven, Inc., a Texas corporation (“7-Eleven”) and SEI Fuel Services, Inc., a Texas corporation and wholly-owned subsidiary of 7-Eleven (“SEI Fuel,” and, together with 7-Eleven, referred to herein collectively as “Buyers”). On January 23, 2018, we completed the disposition of assets pursuant to the Amended and Restated Asset Purchase Agreement entered by and among Sellers, Buyers and certain other named parties for the limited purposes set forth therein, pursuant to which the parties agreed to amend and restate the 7-Eleven Purchase Agreement to reflect commercial agreements and updates made by the parties in connection with consummation of the transactions contemplated by the 7-Eleven Purchase Agreement. Under the 7-Eleven Purchase Agreement, as amended and restated, we sold a portfolio of 1,030 company operated retail fuel outlets, together with ancillary businesses and related assets to Buyers for approximately $3.2 billion (the “7-Eleven Transaction”). Subsequent to the closing of the 7-Eleven Transaction, previously eliminated wholesale motor fuel sales to the Partnership's retail locations are reported as wholesale motor fuel sales to third parties. Also, the related accounts receivable from such sales are no longer eliminated from the consolidated balance sheets and are reported as accounts receivable.
In connection with the closing of the transactions contemplated by the 7-Eleven Purchase Agreement, we entered into a Distributor Motor Fuel Agreement dated as of January 23, 2018, as amended (the “Supply Agreement”), with 7-Eleven and SEI Fuel. The Supply Agreement consists of a 15-year take-or-pay fuel supply arrangement. For the period from January 1, 2018 through January 22, 2018, we recorded sales to the sites that were subsequently sold to 7-Eleven of $199 million that were eliminated in consolidation. We received payments on trade receivables from 7-Eleven of $782 million and $612 million during the three months ended March 31, 2019 , and the first quarter of 2018 subsequent to the closing of the sale.
On January 18, 2017, with the assistance of a third-party brokerage firm, we launched a portfolio optimization plan to market and
sell 97 real estate assets. Real estate assets included in this process are company-owned locations, undeveloped greenfield sites and other excess real estate. Properties are located in Florida, Louisiana, Massachusetts, Michigan, New Hampshire, New Jersey, New Mexico, New York, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas and Virginia. The properties will be sold through a sealed-bid sale. Of the 97 properties, 51 have been sold, one is under contract to be sold and four continue to be marketed by the third-party brokerage firm. Additionally, 32 were sold to 7-Eleven and nine are part of the approximately 207 retail sites located in certain West Texas, Oklahoma and New Mexico markets which are operated by a commission agent. The results of these operations (the real estate optimization assets, together with the 7-Eleven Transaction, the “Retail Divestment”) have been reported as discontinued operations for all periods presented in the consolidated financial statements. All other footnotes present results of the continuing operations.
The Partnership has concluded that it meets the accounting requirements for reporting the financial position, results of operations and cash flows of the Retail Divestment as discontinued operations.
The Partnership had no assets or liabilities associated with discontinued operations as of March 31, 2019 or December 31, 2018.

7


The results of operations associated with discontinued operations are presented in the following table:
 
Three Months Ended March 31,
 
2019
 
2018
 
(in millions)
Revenues:
 
 
 
Motor fuel sales
$

 
$
256

Non motor fuel sales (1)

 
93

Total revenues

 
349

Cost of sales and operating expenses:
 
 
 
Cost of sales

 
305

General and administrative

 
2

Other operating

 
57

Lease expense

 
4

Loss on disposal of assets

 
23

Total cost of sales and operating expenses

 
391

Operating loss

 
(42
)
Interest expense, net

 
2

Loss on extinguishment of debt

 
20

Loss from discontinued operations before income taxes

 
(64
)
Income tax expense

 
173

Loss from discontinued operations, net of income taxes
$

 
$
(237
)
________________________________
(1)
Non motor fuel sales includes merchandise sales totaling $89 million for the three months ended March 31, 2018 .
5.
Accounts Receivable, net
Accounts receivable, net, consisted of the following:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Accounts receivable, trade
$
350

 
$
299

Credit card receivables
117

 
49

Vendor receivables for rebates, branding, and other
1

 
1

Other receivables
24

 
27

Allowance for doubtful accounts
(2
)
 
(2
)
Accounts receivable, net
$
490

 
$
374

6.
Inventories, net 
Inventories, net, consisted of the following:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Fuel
$
380

 
$
363

Other
12

 
11

Inventories, net
$
392

 
$
374


8


7.
Accrued Expenses and Other Current Liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Wage and other employee-related accrued expenses
$
20

 
$
41

Accrued tax expense
67

 
91

Accrued insurance
35

 
31

Accrued interest expense
23

 
47

Dealer deposits
18

 
18

Accrued environmental expense
6

 
6

Other
56

 
65

Total
$
225

 
$
299

8.
Long-Term Debt 
Long-term debt consisted of the following:
 
March 31,
2019
 
December 31,
2018
 
(in millions)
Sale leaseback financing obligation
$
106

 
$
107

2018 Revolver
150

 
700

4.875% Senior Notes Due 2023
1,000

 
1,000

5.500% Senior Notes Due 2026
800

 
800

6.000% Senior Notes Due 2027
600

 

5.875% Senior Notes Due 2028
400

 
400

Other
7

 
1

Total debt
3,063

 
3,008

Less: current maturities
6

 
5

Less: debt issuance costs
28

 
23

Long-term debt, net of current maturities
$
3,029

 
$
2,980

2019 Private Offering of Senior Notes
On March 14, 2019, we, our General Partner and Sunoco Finance Corp. (together with the Partnership, the “2027 Notes Issuers”) completed a private offering of $600 million in aggregate principal amount of 6.000% senior notes due 2027 (the “2027 Notes”).
The terms of the 2027 Notes is governed by an indenture dated March 14, 2019, among the 2027 Notes Issuers, certain subsidiaries of the Partnership (the “2027 Notes Guarantors”) and U.S. Bank National Association, as trustee. The 2027 Notes will mature on April 15, 2027 and interest on the 2027 Notes is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2019. The 2027 Notes are senior obligations of the 2027 Notes Issuers and are guaranteed on a senior basis by all of the Partnership’s current subsidiaries (other than Sunoco Finance Corp.) that guarantee its obligations under the 2018 Revolver (as defined below) and certain of its future subsidiaries. The 2027 Notes and guarantees are unsecured and rank equally with all of the 2027 Notes Issuers’ and each 2027 Notes Guarantor’s existing and future senior obligations. The 2027 Notes and guarantees are effectively subordinated to the 2027 Notes Issuers’ and each 2027 Notes Guarantor’s secured obligations, including obligations under the 2018 Revolver (as defined below), to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2027 Notes.
The Partnership used the proceeds from the private offering to repay a portion of the outstanding borrowings under our 2018 Revolver (as defined below).
Revolving Credit Agreement
On July 27, 2018, we entered into a new Amended and Restated Credit Agreement among the Partnership, as borrower, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swingline lender and a line of credit

9


issuer (the “2018 Revolver”). Borrowings under the 2018 Revolver were used to pay off the Partnership’s previous revolving credit facility.
As of March 31, 2019 , the balance on the 2018 Revolver was $150 million , and $8 million in standby letters of credit were outstanding. The unused availability on the 2018 Revolver at March 31, 2019 was $1.3 billion . The weighted average interest rate on the total amount outstanding at March 31, 2019 was 4.49%. The Partnership was in compliance with all financial covenants at March 31, 2019 .
Fair Value of Debt
 The estimated fair value of debt is calculated using Level 2 inputs. The fair value of debt as of March 31, 2019 , is estimated to be approximately $3.1 billion , based on outstanding balances as of the end of the period using current interest rates for similar securities. 
9.
Other Non-current Liabilities
Other non-current liabilities consisted of the following:
 
March 31,
2019
 
December 31, 2018
 
(in millions)
Reserve for underground storage tank removal
$
66

 
$
54

Reserve for environmental remediation
28

 
29

Unfavorable lease liability
15

 
16

Accrued straight-line rent

 
12

Other
11

 
12

Total
$
120

 
$
123

10.
Related-Party Transactions
We are party to fee-based commercial agreements with various affiliates of ETO for pipeline, terminalling and storage services. We also have agreements with subsidiaries of ETO for the purchase and sale of fuel. In addition, we are party to two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12 -month terms that automatically renew for consecutive 12 -month terms until either party cancels with notice. ETP Retail Holdings, LLC, a subsidiary of ETO, owns a noncontrolling interest in the parent of PES. Beginning in the third quarter of 2018, PES was no longer considered an affiliate of ETO as ETO was no longer considered to have any significant influence over PES’s management or operations.
Summary of Transactions
Significant affiliate balances and activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income (Loss) are as follows:
Net advances from affiliates were $81 million and $24 million as of March 31, 2019 and December 31, 2018 , respectively. Advances from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco (R&M), LLC and Sunoco Retail and Sunoco (R&M), LLC, which are in place for purposes of cash management.
Net accounts receivable from affiliates were $2 million and $37 million as of March 31, 2019 and December 31, 2018 , respectively, which are primarily related to motor fuel sales to affiliates.
Net accounts payable to affiliates were $30 million and $149 million as of March 31, 2019 and December 31, 2018 , respectively, which are related to operational expenses.
Motor fuel sales to affiliates were $1 million and $12 million for the three months ended March 31, 2019 and 2018 , respectively.
Bulk fuel purchases from affiliates were $171 million and $777 million for the three months ended March 31, 2019 and 2018 , respectively, which is included in motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income (Loss).
11.
Revenue
Disaggregation of Revenue
We operate our business in two primary segments, fuel distribution and marketing and all other. We disaggregate revenue within the segments by channels.

10


The following table depicts the disaggregation of revenue by channel within each segment:
 
Three Months Ended March 31,
 
2019
 
2018
 
(in millions)
Fuel Distribution and Marketing Segment
 
 
 
Dealer
$
778

 
$
800

Distributor
1,639

 
1,623

Unbranded wholesale
650

 
562

Commission agent
375

 
121

Non motor fuel sales
19

 
14

Lease income
32

 
19

Total
3,493

 
3,139

All Other Segment
 
 
 
Motor fuel
141

 
445

Non motor fuel sales
55

 
162

Lease income
3

 
3

Total
199

 
610

Total revenue
$
3,692

 
$
3,749

Contract Balances with Customers
The balances of receivables from contracts with customers listed in the table below include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents our best estimate of the probable losses associated with potential customer defaults. We determine the allowance based on historical experience and on a specific identification basis.
The balances of the Partnership’s contract assets and contract liabilities as of March 31, 2019 and December 31, 2018 are as follows:
 
March 31, 2019
 
December 31, 2018
 
(in millions)
Contract balances
 
 
 
Contract asset
$
84

 
$
75

Accounts receivable from contracts with customers
$
467

 
$
348

Contract liability
$
1

 
$
1

The amount of revenue recognized in the three months ended March 31, 2019 and 2018 that was included in the contract liability balance at the beginning of the each period was $0.1 million and $0.1 million , respectively. This amount of revenue is a result of changes in the transaction price of the Partnership’s contracts with customers. The difference in the opening and closing balances of the contract asset and contract liability primarily results from the timing difference between the Partnership’s performance and the customer’s payment.
Performance Obligations
As of March 31, 2019 , the aggregate amount of revenue expected to be recognized related to unsatisfied or partially satisfied franchise fee performance obligations (contract liabilities) is approximately $0.3 million for the remainder of 2019, $0.2 million in 2020, $0.1 million in 2021, and $0.1 million thereafter.
Costs to Obtain or Fulfill a Contract
The Partnership recognizes an asset from the costs incurred to obtain a contract (e.g. sales commissions) only if it expects to recover those costs. On the other hand, the costs to fulfill a contract are capitalized if the costs are specifically identifiable to a contract, would result in enhancing resources that will be used in satisfying performance obligations in future, and are expected to be recovered. These capitalized costs are recorded as a part of other current assets and other non-current assets and are amortized as a reduction of revenue on a systematic basis consistent with the pattern of transfer of the goods or services to which such costs relate. The amount of amortization on these capitalized costs that the Partnership recognized for the three months ended March 31, 2019 and 2018 was $4 million and $3 million , respectively. The Partnership has also made a policy election of expensing the costs to obtain a contract, as and when they are incurred, in cases where the expected amortization period is one year or less.

11


12.
Commitments and Contingencies
Lessee Accounting
The Partnership leases retail stores, other property, and equipment under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. At the inception of each, we determine if the arrangement is a lease or contains an embedded lease and review the facts and circumstances of the arrangement to classify leased assets as operating or finance under Topic 842. The Partnership has elected not to record any leases with terms of 12 months or less on the balance sheet.
At this time, the majority of active leases within our portfolio are classified as operating leases under the new standard. Operating leases are included in lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheet. Finance leases represent a small portion of the active lease agreements and are included in ROU assets, other current liabilities, and other long-term liabilities in our consolidated balance sheet. The ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make minimum lease payments arising from the lease for the duration of the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years or greater. The exercise of lease renewal options is typically at our discretion. Additionally many leases contain early termination clauses, however early termination typically requires the agreement of both parties to the lease. At lease inception, all renewal options reasonably certain to be exercised are considered when determining the lease term. At this time the Partnership does not have leases that include options to purchase or automatic transfer of ownership of the leased property to the Partnership. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term.
To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable. At this time, many of our leases do not provide an implicit rate, therefore to determine the present value of minimum lease payments we use our incremental borrowing rate based on the information available at lease commencement date. The ROU assets also include any lease payments made and exclude lease incentives.
Minimum rent payments are expensed on a straight-line basis over the term of the lease. In addition, some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments we are typically responsible for include payment of real estate taxes, maintenance expenses and insurance.
The Partnership maintains a small number of active related party leases.
The components of lease expense consisted of the following:
Lease cost
Classification
Three Months Ended March 31, 2019
 
 
(in millions)
Operating lease cost
Lease expense
$
12

Finance lease cost
 

Amortization of leased assets
Depreciation, amortization, and accretion

Interest on lease liabilities
Interest expense

Short term lease cost
Lease expense
1

Variable lease cost
Lease expense
1

Sublease income
Lease income
(10
)
Net lease cost
 
$
4

Lease Term and Discount Rate
 
March 31, 2019
Weighted-average remaining lease term (years)
 
 
Operating leases
 
25 years
Finance leases
 
10 years
Weighted-average discount rate (%)
 
 
Operating leases
 
6%
Finance leases
 
8%

12


Other information
 
Three Months Ended March 31, 2019
 
 
(in millions)
(Gain) Loss on sale and leaseback transactions, net
 
$

Cash paid for amount included in the measurement of lease liabilities
 
 
Operating cash flows from operating leases
 
$
(12
)
Operating cash flows from finance leases
 
$

Financing cash flows from finance leases
 
$

Leased assets obtained in exchange for new finance lease liabilities
 
$

Leased assets obtained in exchange for new operating lease liabilities
 
$
8

Maturities of lease liabilities as of March 31, 2019 are as follows:
Maturity of lease liabilities
 
Operating leases
 
Finance leases
 
Total
 
 
(in millions)
2019 (remainder)
 
$
41

 
$
1

 
$
42

2020
 
52

 
1

 
53

2021
 
46

 
1

 
47

2022
 
44

 
1

 
45

2023
 
43

 
1

 
44

Thereafter
 
834

 
6

 
840

Total lease payment
 
1,060

 
11

 
1,071

Less: interest
 
509

 
4

 
513

Present value of lease liabilities
 
$
551

 
$
7

 
$
558

Lessor Accounting
The Partnership leases or subleases a portion of its real estate portfolio to third party companies as a stable source of long-term revenue. Our lessor and sublease portfolio consists mainly of operating leases with convenience store operators. At this time, most lessor agreements contain 5-year terms with renewal options to extend and early termination options based on established terms specific to the individual agreement.
 
Three Months Ended March 31, 2019
 
(in millions)
Fuel Distribution & Marketing lease income
$
32

All Other lease income
3

Total lease income
$
35

Minimum future lease payments receivable are as follows:
 
 
March 31, 2019
 
 
(in millions)
2019 (remainder)
 
$
68

2020
 
72

2021
 
59

2022
 
53

2023
 
3

Thereafter
 
5

Total undiscounted cash flow
 
$
260


13


13.
Interest Expense, net
Components of net interest expense were as follows:
 
Three Months Ended March 31,
 
2019
 
2018
 
(in millions)
Interest expense
$
42

 
$
34

Amortization of deferred financing fees
1

 
2

Interest income
(1
)
 
(2
)
Interest expense, net
$
42

 
$
34

14.
Income Tax Expense
As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes.
Our effective tax rate differs from the statutory rate primarily due to Partnership earnings that are not subject to U.S. federal and most state income taxes at the Partnership level. A reconciliation of income tax expense from continuing operations at the U.S. federal statutory rate of 21% to net income tax expense (benefit) is as follows:
 
Three Months Ended March 31,
 
2019
 
2018
 
(in million)
Income tax expense (benefit) at statutory federal rate
$
22

 
$
(10
)
Partnership earnings not subject to tax
(26
)
 
9

Statutory tax rate changes

 
29

Other
2

 
3

Net income tax expense (benefit)
$
(2
)
 
$
31

15.
Partners' Capital
As of March 31, 2019 , ETO and ET or their subsidiaries owned 28,463,967 common units, which constitutes 34.4% of our outstanding common units, and the public owned 54,261,235 common units. As of March 31, 2019 , our consolidated subsidiaries owned all of the 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”).
Common Units
The change in our outstanding common units for the three months ended March 31, 2019 is as follows: 
 
Number of Units
Number of common units at December 31, 2018
82,665,057

Phantom unit vesting
60,145

Number of common units at March 31, 2019
82,725,202

Allocation of Net Income
Our Partnership Agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the Partnership Agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to ETO.

14


 
The calculation of net income allocated to the partners is as follows (in millions, except per unit amounts):
 
Three Months Ended March 31,
 
2019
 
2018
Attributable to Common Units
 
 
 
Distributions (a)
$
68

 
$
68

Distributions in excess of net income
21

 
(404
)
Limited partners' interest in net income (loss)
$
89

 
$
(336
)
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$
0.8255

 
$
0.8255

Cash Distributions
Our Partnership Agreement sets forth the calculation used to determine the amount and priority of cash distributions that the common unitholders receive.
Cash distributions paid or payable during 2019 were as follows:
 
 
Limited Partners
 
 
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
(in millions, except per unit amounts)
May 15, 2019
 
$
0.8255

 
$
68

 
$
18

February 14, 2019
 
$
0.8255

 
$
68

 
$
18

 
16.
Unit-Based Compensation
A summary of our phantom unit award activity is as follows:
 
Number of Phantom Units
 
Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2017
1,777,301

 
$
31.89

Granted
1,072,600

 
27.67

Vested
(414,472
)
 
32.92

Forfeited
(311,417
)
 
31.26

Outstanding at December 31, 2018
2,124,012

 
29.15

Granted
35,061

 
28.79

Vested
(89,238
)
 
26.14

Forfeited
(47,076
)
 
29.54

Outstanding at March 31, 2019
2,022,759

 
$
28.97

17.
Segment Reporting
Our financial statements reflect two reportable segments, fuel distribution & marketing and all other. After the Retail Divestment and the conversion of 207 retail sites to commission agent sites, the Partnership has renamed the former Wholesale segment to Fuel Distribution and Marketing and the former Retail segment is renamed to All Other.
We report Adjusted EBITDA by segment as a measure of segment performance. We define Adjusted EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense, non-cash compensation expense, gains and losses on disposal of assets and impairment charges, unrealized gains and losses on commodity derivatives, inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations.
The following tables present financial information by segment for the three months ended March 31, 2019 and 2018

15


 
Three Months Ended March 31,
 
2019
 
2018
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
Fuel Distribution and Marketing
 
All Other
 
Intercompany Eliminations
 
Totals
 
(in millions)
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
3,442

 
$
141

 
 
 
$
3,583

 
$
3,106

 
$
445

 
 
 
$
3,551

Non motor fuel sales
19

 
55

 
 
 
74

 
14

 
162

 
 
 
176

Lease income
32

 
3

 
 
 
35

 
19

 
3

 
 
 
22

Intersegment sales
364

 
32

 
(396
)
 

 
404

 
34

 
(438
)
 

Total revenue
3,857

 
231

 
(396
)
 
3,692

 
3,543

 
644

 
(438
)
 
3,749

Gross profit (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel
258

 
27

 
 
 
285

 
161

 
44

 
 
 
205

Non motor fuel
17

 
33

 
 
 
50

 
10

 
59

 
 
 
69

Lease
32

 
3

 
 
 
35

 
19

 
3

 
 
 
22

Total gross profit
307

 
63

 
 
 
370

 
190

 
106

 
 
 
296

Total operating expenses
135

 
83

 
 
 
218

 
119

 
81

 
 
 
200

Operating income
172

 
(20
)
 
 
 
152

 
71

 
25

 
 
 
96

Interest expense, net
36

 
6

 
 
 
42

 
19

 
15

 
 
 
34

Loss on extinguishment of debt and other
(3
)
 
6

 
 
 
3

 
109

 

 
 
 
109

Income (loss) from continuing operations before income taxes
139

 
(32
)
 
 
 
107

 
(57
)
 
10

 
 
 
(47
)
Income tax expense (benefit)
2

 
(4
)
 
 
 
(2
)
 
1

 
30

 
 
 
31

Income (loss) from continuing operations
137

 
(28
)
 
 
 
109

 
(58
)
 
(20
)
 
 
 
(78
)
Loss from discontinued operations, net of income taxes (See Note 4)

 

 
 
 

 

 
(237
)
 
 
 
(237
)
Net income (loss) and comprehensive income (loss)
$
137

 
$
(28
)
 
 
 
$
109

 
$
(58
)
 
$
(257
)
 
 
 
$
(315
)
Depreciation, amortization and accretion (2)
34

 
11

 
 
 
45

 
28

 
21

 
 
 
49

Interest expense, net (2)
36

 
6

 
 
 
42

 
19

 
17

 
 
 
36

Income tax expense (benefit) (2)
2

 
(4
)
 
 
 
(2
)
 
1

 
203

 
 
 
204

EBITDA
209

 
(15
)
 
 
 
194

 
(10
)
 
(16
)
 
 
 
(26
)
Non-cash compensation expense (2)
3

 

 
 
 
3

 

 
3

 
 
 
3

Loss on disposal of assets and impairment charges (2)
4

 
44

 
 
 
48

 
3

 
23

 
 
 
26

Loss on extinguishment of debt and other (2)
(3
)
 
6

 
 
 
3

 
109

 
20

 
 
 
129

Unrealized gain on commodity derivatives (2)
(6
)
 

 
 
 
(6
)
 

 

 
 
 

Inventory adjustments (2)
(93
)
 

 
 
 
(93
)
 
(25
)
 
(1
)
 
 
 
(26
)
Other non-cash adjustments
4

 

 
 
 
4

 
3

 

 
 
 
3

Adjusted EBITDA
$
118

 
$
35

 
 
 
$
153

 
$
80

 
$
29

 
 
 
$
109

Capital expenditures (2)
$
20

 
$
6

 
 
 
$
26

 
$
12

 
$
7

 
 
 
$
19

Total assets at period end
$
4,101

 
$
1,322

 
 
 
$
5,423

 
$
3,878

 
$
1,001

 
 
 
$
4,879

________________________________
(1)
Excludes deprecation, amortization and accretion.
(2)
Includes amounts from discontinued operations for the three months ended March 31, 2018.

16


18.
Net Income per Unit
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:
 
Three Months Ended March 31,
 
2019
 
2018
 
(in millions, except units and per unit amounts)
Income (loss) from continuing operations
$
109

 
$
(78
)
Less:
 
 
 
Distributions on Series A Preferred units

 
2

Incentive distribution rights
18

 
18

Distributions on nonvested phantom unit awards
2

 
1

Limited partners  interest in net income (loss) from continuing operations
$
89

 
$
(99
)
Loss from discontinued operations
$

 
$
(237
)
Weighted average limited partner units outstanding:
 
 
 
Common - basic
82,711,188

 
89,753,950

Common - equivalents
668,979

 
517,801

Common - diluted
83,380,167

 
90,271,751

Income (loss) from continuing operations per limited partner unit:
 
 
 
Common - basic
$
1.08

 
$
(1.11
)
Common - diluted
$
1.07

 
$
(1.11
)
Loss from discontinued operations per limited partner unit:
 
 
 
Common - basic
$
0.00

 
$
(2.63
)
Common - diluted
$
0.00

 
$
(2.63
)

17


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements included elsewhere in this report. Additional discussion and analysis related to our Partnership is contained in our Annual Report on Form 10-K including the audited financial statements for the fiscal year ended December 31, 2018 .
Adjusted EBITDA and Distributable Cash Flow, as adjusted are non-GAAP financial measures of performance that have limitations and should not be considered as a substitute for net income or cash provided by (used in) operating activities. Please see “Key Measures Used to Evaluate and Assess Our Business” below for a discussion of our use of Adjusted EBITDA and Distributable Cash Flow, as adjusted in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a reconciliation to net income for the periods presented.
Forward-Looking Statements
This report, including without limitation, our discussion and analysis of our financial condition and results of operations, and any information incorporated by reference, contains statements that we believe are “forward-looking statements”. These forward-looking statements generally can be identified by use of phrases such as “believe,” “plan,” “expect,” “anticipate,” “intend,” “forecast” or other similar words or phrases. Descriptions of our objectives, goals, targets, plans, strategies, costs, anticipated capital expenditures, expected cost savings and benefits are also forward-looking statements. These forward-looking statements are based on our current plans and expectations and involve a number of risks and uncertainties that could cause actual results and events to vary materially from the results and events anticipated or implied by such forward-looking statements, including:
our ability to make, complete and integrate acquisitions from affiliates or third-parties;
business strategy and operations of Energy Transfer Operating, L.P. and Energy Transfer LP and their respective conflicts of interest with us;
changes in the price of and demand for the motor fuel that we distribute and our ability to appropriately hedge any motor fuel we hold in inventory;
our dependence on limited principal suppliers;
competition in the wholesale motor fuel distribution and retail store industry;
changing customer preferences for alternate fuel sources or improvement in fuel efficiency;
changes in our credit rating, as assigned by rating agencies;
a deterioration in the credit and/or capital markets;
environmental, tax and other federal, state and local laws and regulations;
the fact that we are not fully insured against all risk incidents to our business;
dangers inherent in the storage and transportation of motor fuel;
our ability to manage growth and/or control costs;
our reliance on senior management, supplier trade credit and information technology; and
our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC, our general partner (“General Partner”), and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.
All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.
For a discussion of these and other risks and uncertainties, please refer to “Item 1A. Risk Factors” included herein, and in our Annual Report on Form 10-K for the year ended December 31, 2018 . The list of factors that could affect future performance and the accuracy of forward-looking statements is illustrative but by no means exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The forward-looking statements included in this report are based on, and include, our estimates as of the filing of this report. We anticipate that subsequent events and market developments will cause our estimates to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so except as required by law, even if new information becomes available in the future.
Overview
As used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “Partnership,” “SUN,” “we,” “us,” or “our” should be understood to refer to Sunoco LP and our consolidated subsidiaries, unless the context clearly indicates otherwise.

18


We are a Delaware master limited partnership primarily engaged in the distribution of motor fuels to independent dealers, distributors, and other customers and the distribution of motor fuels to end customers at retail sites operated by commission agents. In addition, we receive rental income through the leasing or subleasing of real estate used in the retail distribution of motor fuels. We also operate 75 retail stores located in Hawaii and New Jersey.
We are managed by Sunoco GP LLC, our General Partner. As of March 31, 2019 , Energy Transfer Operating, L.P. (“ETO”), a consolidated subsidiary of Energy Transfer LP (“ET”), owned 100% of the membership interests in our General Partner, all of our incentive distribution rights and approximately 34.4% of our common units, which constitutes a 28.7% limited partner interest in us.
We believe we are one of the largest independent motor fuel distributors by gallons in the United States and one of the largest distributors of Chevron, Exxon, and Valero branded motor fuel in the United States. In addition to distributing motor fuel, we also distribute other petroleum products such as propane and lubricating oil.
We purchase motor fuel primarily from independent refiners and major oil companies and distribute it across more than 30 states throughout the East Coast, Midwest, South Central and Southeast regions of the United States, as well as Hawaii to:
75 company owned and operated retail stores;
554 independently operated commission agent locations where we sell motor fuel to retail customers under commission arrangements with such operators;
6,776 retail stores operated by independent operators, which we refer to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and
2,450 other commercial customers, including unbranded retail stores, other fuel distributors, school districts, municipalities and other industrial customers.
As of March 31, 2019 , we operated 75 retail stores. Our retail stores operate under several brands, including our proprietary brands APlus and Aloha Island Mart, and offer a broad selection of food, beverages, snacks, grocery and non-food merchandise, motor fuels and other services.
Recent Developments
On March 11, 2019, we completed a private offering of $600 million in aggregate principal amount of 6.000% senior notes due 2027. We used the proceeds to repay a portion of the outstanding borrowings under our 2018 Revolver.
On January 18, 2019, we announced the execution of a definitive asset purchase agreement with Attis Industries Inc. (NASDAQ: ATIS) (“Attis”) for the sale of our ethanol plant, including the grain malting operation, in Fulton, New York. As part of the transaction, we will enter into a 10-year ethanol offtake agreement with Attis. Total consideration for the divestiture is $20 million in cash plus certain working capital adjustments. The transaction is subject to regulatory clearances and customary closing conditions and is expected to close in the second quarter of 2019.
On January 18, 2019, we acquired certain convenience store locations from Speedway LLC for approximately $5 million plus working capital adjustments. We subsequently converted the acquired convenience store locations to commission agent locations.
Key Measures Used to Evaluate and Assess Our Business
Management uses a variety of financial measurements to analyze business performance, including the following key measures:
Motor fuel gallons sold . One of the primary drivers of our business is the total volume of motor fuel sold through our channels. Fuel distribution contracts with our customers generally provide that we distribute motor fuel at a fixed, volume-based profit margin or at an agreed upon level of price support. As a result, gross profit is directly tied to the volume of motor fuel that we distribute. Total motor fuel gross profit dollars earned from the product of gross profit per gallon and motor fuel gallons sold are used by Management to evaluate business performance.
Gross profit per gallon . Gross profit per gallon is calculated as the gross profit on motor fuel (excluding non-cash inventory adjustments) divided by the number of gallons sold, and is typically expressed as cents per gallon. Our gross profit per gallon varies amongst our third-party relationships and is impacted by the availability of certain discounts and rebates from suppliers. Retail gross profit per gallon is heavily impacted by volatile pricing and intense competition from retail stores, supermarkets, club stores and other retail formats, which varies based on the market.
Adjusted EBITDA and Distributable Cash Flow, as adjusted . Adjusted EBITDA as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash compensation expense, unrealized gains and losses on commodity derivatives and inventory adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gain or

19


loss on disposal of assets and non-cash impairment charges. We define Distributable Cash Flow, as adjusted, as Adjusted EBITDA less cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, Series A Preferred distribution, current income tax expense, maintenance capital expenditures and other non-cash adjustments.
Adjusted EBITDA and Distributable Cash Flow, as adjusted are non-GAAP financial measures. For a reconciliation of Adjusted EBITDA and Distributable Cash Flow, as adjusted to their most directly comparable financial measure calculated and presented in accordance with GAAP, read “Key Operating Metrics” below.
We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted are useful to investors in evaluating our operating performance because:
Adjusted EBITDA is used as a performance measure under our revolving credit facility;
securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;
our management uses them for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and
Distributable Cash Flow, as adjusted provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.
Adjusted EBITDA and Distributable Cash Flow, as adjusted are not recognized terms under GAAP and do not purport to be alternatives to net income (loss) as measures of operating performance or to cash flows from operating activities as a measure of liquidity. Adjusted EBITDA and Distributable Cash Flow, as adjusted have limitations as analytical tools, and one should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:
they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;
they do not reflect changes in, or cash requirements for, working capital;
they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or term loan;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
as not all companies use identical calculations, our presentation of Adjusted EBITDA and Distributable Cash Flow, as adjusted may not be comparable to similarly titled measures of other companies.
Key Operating Metrics
The following information is intended to provide investors with a reasonable basis for assessing our historical operations but should not serve as the only criteria for predicting our future performance.
Key operating metrics set forth below are presented as of and for the three months ended March 31, 2019 and 2018 and have been derived from our historical consolidated financial statements.

20


The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:
 
Three Months Ended March 31,
 
2019
 
 
2018
 
Fuel Distribution and Marketing
 
All Other
 
Total
 
 
Fuel Distribution and Marketing
 
All Other
 
Total
 
(dollars and gallons in millions, except gross profit per gallon)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
3,442

 
$
141

 
$
3,583

 
 
$
3,106

 
$
445

 
$
3,551

Non motor fuel sales
19

 
55

 
74

 
 
14

 
162

 
176

Lease income
32

 
3

 
35

 
 
19

 
3

 
22

Total revenues
$
3,493

 
$
199

 
$
3,692

 
 
$
3,139

 
$
610

 
$
3,749

Gross profit (1):
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
$
258

 
$
27

 
$
285

 
 
$
161

 
$
44

 
$
205

Non motor fuel sales
17

 
33

 
50

 
 
10

 
59

 
69

Lease
32

 
3

 
35

 
 
19

 
3


22

Total gross profit
$
307

 
$
63

 
$
370

 
 
$
190

 
$
106

 
$
296

Income (loss) from continuing operations
137

 
(28
)
 
109

 
 
(58
)
 
(20
)
 
(78
)
Loss from discontinued operations, net of taxes

 

 

 
 

 
(237
)
 
(237
)
Net income (loss) and comprehensive income (loss)
$
137

 
$
(28
)
 
$
109

 
 
$
(58
)
 
$
(257
)
 
$
(315
)
Adjusted EBITDA (2)
$
118

 
$
35

 
$
153

 
 
$
80

 
$
29

 
$
109

Distributable Cash Flow, as adjusted (2)
 
 
 
 
$
99

 
 
 
 
 
 
$
85

Operating Data:
 
 
 
 
 
 
 
 
 
 
 
 
Total motor fuel gallons sold (3)
 
 
 
 
1,941

 
 
 
 
 
 
1,857

Motor fuel gross profit cents per gallon (3) (4)
 
 
 
 

9.9
¢
 
 
 
 
 
 

10.5
¢
________________________________
(1)
Excludes depreciation, amortization and accretion.
(2)
We define Adjusted EBITDA and Distributable Cash Flow, as adjusted as described above under “Key Measures Used to Evaluate and Assess Our Business.”
(3)
Includes amounts from discontinued operations.
(4)
Includes other non-cash adjustments and excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.


21


The following table presents a reconciliation of Adjusted EBITDA to net income (loss), and Adjusted EBITDA to Distributable Cash Flow, as adjusted for the three months ended March 31, 2019 and 2018 :
 
Three Months Ended March 31,
 
 
 
2019
 
2018
 
Change
 
(in millions)
Segment Adjusted EBITDA
 
 
 
 
 
Fuel distribution and marketing
$
118

 
$
80

 
$
38

All other
35

 
29

 
6

Total
153

 
109

 
44

Depreciation, amortization and accretion (1)
(45
)
 
(49
)
 
4

Interest expense, net (1)
(42
)
 
(36
)
 
(6
)
Non-cash compensation expense (1)
(3
)
 
(3
)
 

Loss on disposal of assets and impairment charges (1)
(48
)
 
(26
)
 
(22
)
Loss on extinguishment of debt and other (1)
(3
)
 
(129
)
 
126

Unrealized gain on commodity derivatives (1)
6

 

 
6

Inventory adjustments (1)
93

 
26

 
67

Other non-cash adjustments
(4
)
 
(3
)
 
(1
)
Income (loss) before income tax expense (1)
107

 
(111
)
 
218

Income tax benefit (expense) (1)
2

 
(204
)
 
206

Net income (loss) and comprehensive income (loss)
$
109

 
$
(315
)
 
$
424

 
 
 
 
 
 
Adjusted EBITDA
$
153

 
$
109

 
$
44

Cash interest expense (1)
40

 
34

 
6

Current income tax expense (1)
12

 
468