SUNOCO LP, 10-Q filed on 5/8/2015
Quarterly Report
Document And Entity Information
3 Months Ended
Mar. 31, 2015
May 1, 2015
Common Units [Member]
May 1, 2015
Subordinated Units [Member]
Document Information [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Mar. 31, 2015 
 
 
Document Fiscal Year Focus
2015 
 
 
Document Fiscal Period Focus
Q1 
 
 
Entity Registrant Name
SUNOCO LP 
 
 
Entity Central Index Key
0001552275 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
24,894,659 
10,939,436 
Entity Current Reporting Status
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Current assets:
 
 
Cash and cash equivalents
$ 50,971 
$ 67,151 
Accounts receivable, net
65,704 
64,082 
Receivables from affiliates
33,511 
36,716 
Inventories, net
52,683 
48,646 
Other current assets
9,051 
8,546 
Total current assets
211,920 
225,141 
Property, Plant and Equipment, Net
927,760 
905,465 
Other assets:
 
 
Goodwill
864,088 
863,458 
Intangible assets, net
169,579 
172,108 
Deferred income taxes
20,969 
14,893 
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015)
16,089 
16,416 
Total assets
2,210,405 
2,197,481 
Current liabilities:
 
 
Accounts Payable, Current
106,916 
95,932 
Accounts payable to affiliates
2,605 
3,112 
Accrued Expenses And Other Current Liabilities
45,531 
41,881 
Long-term Debt, Current Maturities
13,749 
13,757 
Total current liabilities
168,801 
154,682 
Revolving Line of Credit
684,775 
683,378 
Long-term debt
171,412 
173,383 
Other Liabilities, Noncurrent
49,396 
49,306 
Total liabilities
1,074,384 
1,060,749 
Partners' capital:
 
 
Total equity
1,136,021 
1,136,732 
Partners' Capital, Including Portion Attributable to Noncontrolling Interest
1,140,819 
1,142,376 
Noncontrolling Interest in Variable Interest Entity
(4,798)
(5,644)
Total liabilities and equity
2,210,405 
2,197,481 
Common Units - Public [Member]
 
 
Partners' capital:
 
 
Total equity
 
874,688 
Common Units - Affiliates [Member]
 
 
Partners' capital:
 
 
Total equity
 
31,378 
Subordinated Units [Member]
 
 
Partners' capital:
 
 
Total equity
 
$ 236,310 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Allowance for doubtful accounts
$ 1,401 
$ 1,220 
Partners' capital:
 
 
Receivables from affiliates
33,511 
36,716 
Property, Plant and Equipment, Net
927,760 
905,465 
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015)
16,089 
16,416 
Accounts Payable, Current
106,916 
95,932 
Accrued Expenses And Other Current Liabilities
45,531 
41,881 
Long-term Debt, Current Maturities
13,749 
13,757 
Long-term debt
171,412 
173,383 
Other Liabilities, Noncurrent
49,396 
49,306 
Common Units - Public [Member]
 
 
Partners' capital:
 
 
Limited Partners' Capital Account, Units Issued
20,036,329 
20,036,329 
Limited Partners' Capital Account, Units Outstanding
20,036,329 
20,036,329 
Common Units - Affiliated [Member]
 
 
Partners' capital:
 
 
Limited Partners' Capital Account, Units Issued
4,062,848 
4,062,848 
Limited Partners' Capital Account, Units Outstanding
4,062,848 
4,062,848 
Subordinated Units [Member]
 
 
Partners' capital:
 
 
Limited Partners' Capital Account, Units Issued
10,939,436 
10,939,436 
Limited Partners' Capital Account, Units Outstanding
10,939,436 
10,939,436 
Variable Interest Entity, Primary Beneficiary [Member]
 
 
Partners' capital:
 
 
Receivables from affiliates
4,173 
3,484 
Property, Plant and Equipment, Net
44,947 
45,340 
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015)
3,665 
3,665 
Accounts Payable, Current
6 
6 
Accrued Expenses And Other Current Liabilities
484 
484 
Long-term Debt, Current Maturities
8,389 
8,422 
Long-term debt
47,514 
48,029 
Other Liabilities, Noncurrent
$ 1,190 
$ 1,190 
Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Successor [Member]
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2015
Common Units [Member]
Successor [Member]
Mar. 31, 2015
Common Units [Member]
Predecessor [Member]
Mar. 31, 2014
Common Units [Member]
Predecessor [Member]
Mar. 31, 2015
Common Units - Affiliated [Member]
Successor [Member]
Mar. 31, 2014
Common Units - Affiliated [Member]
Successor [Member]
Mar. 31, 2015
Common Units - Public [Member]
Successor [Member]
Mar. 31, 2014
Common Units - Public [Member]
Successor [Member]
Mar. 31, 2015
Subordinated Units [Member]
Successor [Member]
Mar. 31, 2014
Subordinated Units [Member]
Successor [Member]
Mar. 31, 2015
Subordinated Units [Member]
Predecessor [Member]
Fuel Sales Revenue - Retail
$ 160,761 
$ 0 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Wholesale motor fuel sales to third parties
413,847 
444,566 
 
 
 
 
 
 
 
 
 
 
Wholesale motor fuel sales to affiliates
487,500 
766,090 
 
 
 
 
 
 
 
 
 
 
Sales Revenue, Goods, Net
47,519 
0 
 
 
 
 
 
 
 
 
 
 
Rental Income
13,362 
3,923 
 
 
 
 
 
 
 
 
 
 
Other income
6,739 
2,008 
 
 
 
 
 
 
 
 
 
 
Total revenues
1,129,728 
1,216,587 
 
 
 
 
 
 
 
 
 
 
Fuel Costs for Sales - Retail
139,564 
0 
 
 
 
 
 
 
 
 
 
 
Cost of sales
 
 
 
 
 
 
 
 
 
 
 
 
Wholesale motor fuel cost of sales to third parties
388,632 
435,723 
 
 
 
 
 
 
 
 
 
 
Wholesale motor fuel cost of sales to affiliates
478,418 
757,723 
 
 
 
 
 
 
 
 
 
 
Other
1,240 
1,021 
 
 
 
 
 
 
 
 
 
 
Total cost of sales
1,042,679 
1,194,467 
 
 
 
 
 
 
 
 
 
 
Cost of Goods Sold
34,825 
0 
 
 
 
 
 
 
 
 
 
 
Gross profit
87,049 
22,120 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
10,873 
4,870 
 
 
 
 
 
 
 
 
 
 
Labor and Related Expense
11,211 
0 
 
 
 
 
 
 
 
 
 
 
Other operating
16,609 
2,034 
 
 
 
 
 
 
 
 
 
 
Rent
4,111 
249 
 
 
 
 
 
 
 
 
 
 
Gain on disposal of assets and impairment charge
(266)
0 
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization and accretion
17,566 
3,326 
 
 
 
 
 
 
 
 
 
 
Total operating expenses
60,104 
10,479 
 
 
 
 
 
 
 
 
 
 
Income from operations
26,945 
11,641 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
(8,197)
(1,502)
 
 
 
 
 
 
 
 
 
 
Income before income taxes
18,748 
10,139 
 
 
 
 
 
 
 
 
 
 
Income tax expense
(830)
(7)
 
 
 
 
 
 
 
 
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
17,918 
10,132 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Noncontrolling Interest
 
0 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Parent
$ 17,072 
$ 10,132 
 
 
 
$ 1,980 
 
$ 9,762 
 
$ 5,330 
 
 
Net income per limited partner unit:
 
 
$ 0.44 
 
$ 0.46 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding
 
 
24,136,848 
11,042,198 
 
4,062,848 
79,308 
20,036,329 
10,938,053 
 
 
 
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted
 
 
 
 
 
 
 
 
 
10,939,436 
10,939,436 
10,939,436 
Cash distribution per unit
$ 0.6450 
$ 0.5021 
 
 
 
 
 
 
 
 
 
 
Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2015
Successor [Member]
Cash flows from operating activities:
 
 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
$ 10,132 
$ 17,918 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
Depreciation, amortization and accretion
3,326 
17,566 
Amortization of deferred financing fees
96 
381 
Gain (Loss) on Disposition of Property Plant Equipment
0 
266 
Non-cash unit based compensation expense
707 
195 
Deferred income tax
(29)
696 
Changes in operating assets and liabilities, net of acquisitions:
 
 
Accounts receivable
(28,871)
(1,622)
Increase (Decrease) in Due from Affiliates, Current
(10,207)
4,354 
Inventories
(24,683)
(4,816)
Other assets
(265)
(4,875)
Accounts payable
12,585 
10,767 
Increase (Decrease) in Due to Affiliates, Current
0 
(508)
Accrued liabilities
3,325 
3,799 
Other noncurrent liabilities
(332)
91 
Net Cash Provided by (Used in) Operating Activities, Continuing Operations
(34,216)
43,680 
Cash flows from investing activities:
 
 
Capital expenditures
(28,424)
(35,764)
Purchase of intangibles
(2,790)
(1,482)
Redemption of marketable securities
25,952 
0 
Proceeds from disposal of property and equipment
17 
16 
Net Cash Used in Investing Activities, Continuing Operations
(5,245)
(37,230)
Cash flows from financing activities:
 
 
Payments on long-term debt
(25,872)
(1,979)
Increase in additional borrowings
295,550 
153,619 
Repayments of Lines of Credit
(221,760)
(152,222)
Distributions to Parent
(5,345)
(3,281)
Payments of Distributions to Unitholders
5,305 
18,693 
Proceeds from (Payments for) Other Financing Activities
0 
(74)
Net Cash Provided by (Used in) Financing Activities, Continuing Operations
37,268 
(22,630)
Net decrease in cash
(2,193)
(16,180)
Cash and cash equivalents at beginning of year
8,150 
67,151 
Cash and cash equivalents at end of period
$ 5,957 
$ 50,971 
Consolidated Statement of Unitholder's Equity Statement (USD $)
In Thousands, unless otherwise specified
8 Months Ended 3 Months Ended 4 Months Ended 8 Months Ended 3 Months Ended 4 Months Ended 8 Months Ended 3 Months Ended 4 Months Ended 8 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Mar. 31, 2015
Successor [Member]
Dec. 31, 2014
Successor [Member]
Aug. 31, 2014
Common Units - Public [Member]
Predecessor [Member]
Dec. 31, 2013
Common Units - Public [Member]
Predecessor [Member]
Mar. 31, 2015
Common Units - Public [Member]
Successor [Member]
Dec. 31, 2014
Common Units - Public [Member]
Successor [Member]
Aug. 31, 2014
Subordinated Units [Member]
Predecessor [Member]
Dec. 31, 2013
Subordinated Units [Member]
Predecessor [Member]
Mar. 31, 2015
Subordinated Units [Member]
Successor [Member]
Dec. 31, 2014
Subordinated Units [Member]
Successor [Member]
Aug. 31, 2014
Common Units - Affiliated [Member]
Predecessor [Member]
Dec. 31, 2013
Common Units - Affiliated [Member]
Predecessor [Member]
Mar. 31, 2015
Common Units - Affiliated [Member]
Successor [Member]
Dec. 31, 2014
Common Units - Affiliated [Member]
Successor [Member]
Mar. 31, 2015
Noncontrolling Interest [Member]
Successor [Member]
Dec. 31, 2014
Noncontrolling Interest [Member]
Successor [Member]
Total equity
$ 73,617 
$ 79,693 
$ 1,136,021 
$ 1,136,732 
$ 207,216 
$ 210,269 
$ 873,116 
$ 874,688 
$ (135,073)
$ (132,138)
$ 235,449 
$ 236,310 
$ 1,474 
$ 1,562 
$ 32,254 
$ 31,378 
$ (4,798)
$ (5,644)
Partners' Capital Account, Acquisitions
 
 
 
622,168 
 
 
 
253,237 
 
 
 
366,276 
 
 
 
2,655 
 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
 
 
 
405,104 
 
 
 
405,104 
 
 
 
 
 
 
 
 
 
 
Non-cash Proceeds from Contributions from Parent
 
 
 
(584,833)
 
 
 
 
 
 
 
 
 
 
 
(591,520)
 
(6,687)
General Partners' Capital Account, Period Distribution Amount
(16,668)
 
 
 
 
 
 
 
(16,484)
 
 
 
(184)
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Paid
(16,485)
 
(21,974)
(18,798)
(16,485)
 
(12,028)
(10,356)
 
 
(6,611)
(5,970)
 
 
(3,335)
(2,472)
 
 
Partners' Capital Account, Unit-based Compensation
4,692 
 
1,344 
1,388 
2,340 
 
768 
748 
2,336 
 
420 
547 
16 
 
156 
93 
 
 
Partners' Capital, Other
 
 
2,001 
 
 
 
(74)
 
 
 
 
 
 
 
2,075 
 
 
 
Stock Repurchased and Retired During Period, Value
(125)
 
 
 
(125)
 
 
 
0 
 
 
 
0 
 
 
 
 
 
Net Income (Loss) Attributable to Parent
22,510 
 
17,072 
34,233 
11,217 
 
9,762 
18,739 
11,213 
 
5,330 
10,530 
80 
 
1,980 
3,921 
846 
1,043 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
 
 
$ 17,918 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Statement (USD $)
3 Months Ended
Mar. 31, 2015
Segment Reporting Information [Line Items]
 
Inventory Write-down
$ (2,000,000)
Assets
2,210,405,000 
Successor [Member]
 
Segment Reporting Information [Line Items]
 
Fuel Sales Revenue - Retail
160,761,000 
Wholesale motor fuel sales to third parties
413,847,000 
Wholesale motor fuel sales to affiliates
487,500,000 
Sales Revenue, Goods, Net
47,519,000 
Rental Income
13,362,000 
Other income
6,739,000 
Intersegment Sales
0 
Revenues
1,129,728,000 
Gross Profit, Motor Fuel Sales - Retail
21,197,000 
Gross Profit, Motor Fuel Sales to Third Party
25,215,000 
Gross profit from related parties
9,082,000 
Gross Profit, Merchandise
12,694,000 
Gross Profit, Rental Income
13,362,000 
Gross Profit, Other
5,499,000 
Gross Profit
87,049,000 
Operating Expenses
60,104,000 
Operating Income (Loss)
26,945,000 
Interest Expense
(8,197,000)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
18,748,000 
Income Tax Expense (Benefit)
(830,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
17,918,000 
Depreciation, amortization and accretion
17,566,000 
EBITDA
44,511,000 
Non-cash unit based compensation expense
195,000 
Gain on disposal of assets and impairment charge
(266,000)
Unrealized Gain (Loss) on Derivatives and Commodity Contracts
1,174,000 
Inventory Write-down
(2,000,000)
Adjusted EBITDA
43,659,000 
Payments to Acquire Property, Plant, and Equipment
35,764,000 
Gallons of fuel
606,853,000 
Assets
2,210,405,000 
Successor [Member] |
Wholesale Segment [Member]
 
Segment Reporting Information [Line Items]
 
Fuel Sales Revenue - Retail
0 
Wholesale motor fuel sales to third parties
413,847,000 
Wholesale motor fuel sales to affiliates
487,500,000 
Sales Revenue, Goods, Net
0 
Rental Income
7,524,000 
Other income
4,200,000 
Intersegment Sales
91,170,000 
Revenues
1,004,241,000 
Gross Profit, Motor Fuel Sales - Retail
0 
Gross Profit, Motor Fuel Sales to Third Party
25,215,000 
Gross profit from related parties
9,082,000 
Gross Profit, Merchandise
0 
Gross Profit, Rental Income
7,524,000 
Gross Profit, Other
2,960,000 
Gross Profit
44,781,000 
Operating Expenses
30,559,000 
Operating Income (Loss)
14,222,000 
Interest Expense
(2,402,000)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
11,820,000 
Income Tax Expense (Benefit)
(1,069,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
10,751,000 
Depreciation, amortization and accretion
11,950,000 
EBITDA
26,172,000 
Non-cash unit based compensation expense
120,000 
Gain on disposal of assets and impairment charge
19,000 
Unrealized Gain (Loss) on Derivatives and Commodity Contracts
1,174,000 
Inventory Write-down
(2,400,000)
Adjusted EBITDA
25,104,000 
Payments to Acquire Property, Plant, and Equipment
32,393,000 
Gallons of fuel
594,799,000 
Assets
1,180,664,000 
Successor [Member] |
Retail Segment [Member]
 
Segment Reporting Information [Line Items]
 
Fuel Sales Revenue - Retail
160,761,000 
Wholesale motor fuel sales to third parties
0 
Wholesale motor fuel sales to affiliates
0 
Sales Revenue, Goods, Net
47,519,000 
Rental Income
5,838,000 
Other income
2,539,000 
Intersegment Sales
0 
Revenues
216,657,000 
Gross Profit, Motor Fuel Sales - Retail
21,197,000 
Gross Profit, Motor Fuel Sales to Third Party
0 
Gross profit from related parties
0 
Gross Profit, Merchandise
12,694,000 
Gross Profit, Rental Income
5,838,000 
Gross Profit, Other
2,539,000 
Gross Profit
42,268,000 
Operating Expenses
29,545,000 
Operating Income (Loss)
12,723,000 
Interest Expense
(5,795,000)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest
6,928,000 
Income Tax Expense (Benefit)
239,000 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
7,167,000 
Depreciation, amortization and accretion
5,616,000 
EBITDA
18,339,000 
Non-cash unit based compensation expense
75,000 
Gain on disposal of assets and impairment charge
(285,000)
Unrealized Gain (Loss) on Derivatives and Commodity Contracts
0 
Inventory Write-down
400,000 
Adjusted EBITDA
18,555,000 
Payments to Acquire Property, Plant, and Equipment
3,371,000 
Gallons of fuel
67,834,000 
Assets
448,940,000 
Successor [Member] |
Intersegment Eliminations [Member]
 
Segment Reporting Information [Line Items]
 
Intersegment Sales
(91,170,000)
Revenues
$ (91,170,000)
Gallons of fuel
(55,780,000)
Organization and Principles of Consolidation
Organization and Principles of Consolidation
Organization and Principles of Consolidation

The Partnership was formed in June 2012 by Susser Holdings Corporation ("Susser") and its wholly owned subsidiary, Sunoco GP LLC (“SGP”, formerly known as Susser Petroleum Partners GP LLC), our general partner. On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.
On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP would acquire the outstanding common shares of Susser ("ETP Merger"). This transaction was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights in us, and directly and indirectly acquired approximately 11.0 million of our common and subordinated units (representing approximately 50.1% of our then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 3 for further information.

Effective October 27, 2014, Susser Petroleum Partners LP (ticker symbol: SUSP) changed its name to Sunoco LP ("SUN", ticker symbol: SUN). These changes align the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms "Partnership", "SUN", "we", "us" or "our", should be understood to refer to Sunoco LP including, prior to October 27, 2014, Susser Petroleum Partners LP.

The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, its majority-owned subsidiaries, and variable interest entities (VIEs) in which it is the primary beneficiary. We distribute motor fuels in Texas, New Mexico, Oklahoma, Louisiana, Kansas, Virginia, Maryland, Tennessee, Georgia and Hawaii. Starting in fiscal 2014, we are also an operator of convenience retail stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii. Our recent acquisitions are intended to complement and expand our wholesale distribution business. Results of operations for the Mid-Atlantic Convenience Stores, LLC ("MACS") acquisition, deemed a transaction between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the initial date of common control. See Note 3 for further information.

Prior to the fourth quarter of 2014, we operated our business as one segment, which was primarily engaged in wholesale fuel distribution. With the addition of convenience store operations we have added a retail operating segment. Our primary operations are conducted by the following consolidated wholly owned subsidiaries:

•
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. On April 1, 2015, T&C Wholesale merged into Susser Energy Services and Susser Energy Services changed its name to Sunoco Energy Services LLC.
•
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, 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.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
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") and all amounts at March 31, 2015 and for the three months ended March 31, 2014 and 2015 are unaudited. 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, 2014 filed with the SEC on February 27, 2015.
Significant Accounting Policies
Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. During the first quarter of 2015, we elected to allocate the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 17).
As of March 31, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements.
Recently Issued Accounting Pronouncements
FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.
FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.
FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU.
Merger and Acquisitions (Notes)
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
Mergers and Acquisitions

ETP Merger

As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of the date of the merger on August 29, 2014. Due to the application of "push down" accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material.

Management, with the assistance of a third party valuation firm, has estimated the fair value of our and Susser's assets and liabilities as of the date of acquisition by ETP. Our identifiable intangible assets consist primarily of dealer relationships, the fair value of which were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. The amount of goodwill recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future.

    
The following table summarizes the "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):

 
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


Acquisitions

Mid-Atlantic Convenience Stores, LLC Acquisition
On October 1, 2014, we acquired Mid-Atlantic Convenience Stores, LLC ("MACS") from ETP for a total consideration of approximately $768.0 million, subject to certain working capital adjustments.  The consideration paid consisted of 3,983,540 newly issued Partnership common units and $566.0 million in cash. We initially financed the cash portion of the MACS acquisition by utilizing availability under the 2014 Revolver (as defined below). A portion of the revolver borrowing was repaid during the fourth quarter, using cash from proceeds of an equity offering. MACS has been determined to be the primary beneficiary of certain variable interest entities, and therefore the Partnership consolidates these variable interest entities.

The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP intends to transfer its retail and fuel distribution businesses to the Partnership. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership's results of operations include the MACS' results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from September 1, 2014.

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values, including the initial tax accounting related to the transaction (in thousands):    
 
August 31, 2014
Current assets
$
96,749

Property and equipment
463,772

Goodwill
118,610

Intangible assets
90,676

Other noncurrent assets
48,913

Current liabilities
(45,151
)
Other noncurrent liabilities
(186,661
)
Net assets
586,908

Net deemed contribution
(21,095
)
Cash acquired
(60,798
)
Total cash consideration, net of cash acquired
$
505,015



The goodwill recorded in connection with the MACS acquisition is deductible for tax purposes.

Aloha Petroleum, Ltd. Acquisition
On December 16, 2014, we completed the acquisition of 100% of the stock of Honolulu, Hawaii-based Aloha Petroleum, Ltd. ("Aloha").  Aloha is the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and six fuel storage terminals on the islands.  Aloha currently markets through approximately 100 Aloha, Shell, and Mahalo branded fuel stations throughout the state, about half of which are company operated.  We believe the entry into the retail convenience store market combined with our wholesale distribution network will allow us to achieve greater returns on our investments. The adjusted purchase price for Aloha was approximately $267.0 million in cash, subject to a post-closing earn-out we have estimated at $13.0 million, and certain post closing adjustments, and before transaction costs and other expenses totaling $2.8 million. As of December 31, 2014, we have recorded on our consolidated balance sheet under other non-current liabilities the $13.0 million contingent consideration, which we based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. Approximately $2.1 million of the cash consideration was placed in an escrow account to satisfy indemnification obligations of the seller and certain environmental claims, pursuant to the terms of the purchase agreement.
 
The Partnership allocated the total purchase consideration to the assets acquired and liabilities assumed based on their preliminary estimate of the respective fair values as of the acquisition date. The carrying values of assets and liabilities (excluding intangibles and non-current liabilities) in this preliminary estimate were assumed to approximate their fair values. Our identifiable intangible assets consist primarily of dealer relationships. The amount of goodwill preliminarily recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. As a result, material adjustments to this preliminary allocation may occur in the future. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation.











The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):

 
December 16, 2014
Current assets
$
67,490

Property and equipment
99,292

Goodwill
155,438

Intangible assets
10,686

Other noncurrent assets
636

Current liabilities
(20,464
)
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



The Aloha acquisition was a stock purchase transaction. It is being treated as such for tax purposes and any resulting goodwill is not deductible for tax purposes.
Variable Interest Entity (Notes)
Variable Interest Entity Disclosure [Text Block]
Variable Interest Entities

MACS has entered into agreements with entities controlled by the Uphoff Unitholders (members of MACS Holdings, LLC, owner of MACS prior to the acquisition by ETP) to lease the property, buildings and improvements of 35 sites that are now operated by the Partnership. Under the terms of the agreement, the Partnership has the right to purchase the underlying assets of 35 of these leases, along with the assumption of associated debt of up to $54.3 million, for $20.0 million less any unreimbursed costs or claims against the Uphoff Unitholders and accrued excess rent, plus any funds disbursed from the excess rent account to the Partnership or Catterton (members of MACS Holdings, LLC prior to the acquisition by ETP). Because of the purchase option described above, as well as the terms of the leases, the Partnership is determined to be the primary beneficiary of these entities, and therefore the Partnership has consolidated these entities. In determining whether we are the primary beneficiary, we took into consideration the following:
•Identified the significant activities and the parties that have the power to direct them;
•Reviewed the governing board composition and participation ratio;
•Determining the equity, profit and loss ratio;
•Determining the management-sharing ratio;
•Reviewed employment terms; and
•Reviewed the funding and operating agreements.
 
The assets and liabilities of the VIEs consist of the following (in thousands):

 
December 31, 2014
 
March 31,
2015
Receivables from affiliates
$
3,484

 
$
4,173

Property and equipment, net
$
45,340

 
$
44,947

Other noncurrent assets
$
3,665

 
$
3,665

Accounts payable and accrued liabilities
$
490

 
$
490

Long-term debt, including current maturities of $8,422 at December 31, 2014 and $8,389 at March 31, 2015 (see Note 10)
$
56,451

 
$
55,903

Other noncurrent liabilities
$
1,190

 
$
1,190


The creditors under the VIEs' borrowing arrangements do not have recourse to the Partnership's assets in the event of default on the VIE long-term debt (see Note 10).
Accounts Receivable
Accounts Receivable
Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Accounts receivable, trade
$
56,006

 
$
56,987

Credit card receivables
3,681

 
3,814

Vendor receivables for rebates, branding, and other
2,820

 
3,157

Other receivables
2,795

 
3,147

Allowance for doubtful accounts
(1,220
)
 
(1,401
)
Accounts receivable, net
$
64,082

 
$
65,704


Accounts receivable from affiliates are $36.7 million and $33.5 million as of December 31, 2014 and March 31, 2015, respectively. For additional information regarding our affiliated receivables, see Note 19.
Inventories
Inventories
Inventories

Effective September 1, 2014, we adopted the last-in, first-out (LIFO) inventory method for fuel inventory, to align our accounting policy with that of ETP. Under the LIFO method, year-end inventory adjustments are considered permanent. Interim quarterly adjustments are considered temporary. We recorded a permanent adjustment to increase fuel inventory by $7.2 million in December 2014, with a corresponding decrease to cost of sales. At March 31, 2015 we recorded a temporary adjustment to increase inventory by $0.1 million, with a corresponding decrease to cost of sales. Additionally, due to the decline in fuel prices, we recorded a $13.6 million and $2.0 million write-down of the LIFO value of fuel inventory in December 2014 and March 2015, respectively.
Inventories consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Fuel-retail
$
5,062

 
$
4,093

Fuel-other wholesale
26,266

 
34,104

Fuel-consignment
4,975

 
1,745

Merchandise
11,503

 
11,817

Other
840

 
924

Inventories, net
$
48,646

 
$
52,683

Property And Equipment
Property and Equipment
Property and Equipment

Property and equipment consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Land
$
311,773

 
$
317,681

Buildings and leasehold improvements
331,761

 
347,178

Equipment
289,841

 
297,550

Construction in progress
4,226

 
11,660

Total property and equipment
937,601

 
974,069

Less: accumulated depreciation
(32,136
)
 
(46,309
)
Property and equipment, net
$
905,465

 
$
927,760

Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets
Goodwill and Other Intangible Assets

Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At December 31, 2014 and March 31, 2015, we had $863.5 million and $864.1 million of goodwill recorded in conjunction with past business combinations. The 2014 impairment analysis indicated no impairment in goodwill. As of March 31, 2015, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the first quarter of 2015, and we believe the assumptions used in the analysis performed in 2014 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the first three months of 2015.
The Partnership has indefinite-lived intangible assets recorded that are not amortized. The indefinite-lived assets consist of tradenames and franchise rights. Tradenames and franchise rights relate to our retail segment and were determined to be indefinite lived intangibles and as such, are not amortized.
In accordance with ASC 350 Intangibles-Goodwill and Other, the Partnership has definite-lived intangible assets recorded that are amortized. The definite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements are being amortized over a weighted average period of approximately five to 20 years. Favorable leasehold arrangements are being amortized over an average period of approximately 15 years. Non-competition agreements are being amortized over the terms of the respective agreements. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.
We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value.
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands):
 
 
December 31, 2014
 
March 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book Value
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
8,937

 
$
—

 
$
8,937

 
$
8,937

 
$
—

 
$
8,937

Franchise rights
329

 
—

 
329

 
329

 
—

 
329

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
176,997

 
25,081

 
151,916

 
177,742

 
27,941

 
149,801

Favorable leasehold arrangements, net
2,810

 
140

 
2,670

 
3,074

 
423

 
2,651

Loan origination costs
7,611

 
381

 
7,230

 
7,624

 
761

 
6,863

Other intangibles
1,309

 
283

 
1,026

 
1,337

 
339

 
998

Intangible assets, net
$
197,993

 
$
25,885

 
$
172,108

 
$
199,043

 
$
29,464

 
$
169,579

Accrued Expenses and Other Current Liabilities (Notes)
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]
Accrued Expenses and Other Current Liabilities

Current accrued expenses and other current liabilities consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Wage and other employee-related accrued expenses
$
6,230

 
$
4,454

Franchise agreement termination accrual
4,579

 
4,579

Accrued tax expense
18,326

 
23,785

Deposits and other
12,746

 
12,713

Total
$
41,881

 
$
45,531

Long-Term Debt
Long-Term Debt
Long-Term Debt

Long-term debt consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Sale leaseback financing obligation
$
126,643

 
$
125,253

Senior term loan on Uphoff properties ("VIE Debt", see Note 4)
56,452

 
55,904

2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin

683,378

 
684,775

Notes payable, bearing interest at 6% and 4%
3,552

 
3,543

Capital lease obligations
493

 
461

Total debt
870,518

 
869,936

Less: current maturities
13,757

 
13,749

Long-term debt, net of current maturities
$
856,761

 
$
856,187


Revolving Credit Agreements
On September 25, 2014, we entered into a new $1.25 billion revolving credit facility (the "2014 Revolver") with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the credit agreement). The 2014 Revolver includes an accordion feature thus providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. See Note 19 for further discussion of our 2014 Revolver accordion. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit agreement (the “2012 Revolver”) entered into in connection with the IPO. Effective October 7, 2014 in connection with the acquisition of MACS, we entered into a Specified Acquisition period, as further defined in the 2014 Revolver credit agreement, in which our leverage ratio compliance requirements were adjusted upward. This Specified Acquisition period ended on December 31, 2014.
As of March 31, 2015, the balance on the 2014 Revolver was $684.8 million, and $11.8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at March 31, 2015 was $553.4 million. The Partnership was in compliance with all financial covenants at March 31, 2015.

Guaranty by Susser of Term Loan and 2012 / 2014 Revolver
Susser entered into a Guaranty of Collection (the “Guaranty”) in connection with the Term Loan and the 2012 Revolver, which was transferred to the 2014 Revolver. Pursuant to the Guaranty, Susser guarantees the collection of (i) the principal amount outstanding under the Term Loan and (ii) the 2012 Revolver and 2014 Revolver. Susser's obligation under the Guaranty is limited to 180.7 million. Susser is not required to make payments under the Guaranty unless and until (a) the Partnership has failed to make a payment on the Term Loan or the 2012 and 2014 Revolvers, (b) the obligations under such facilities have been accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, have been exhausted and (d) the applicable lenders have failed to collect the full amount owing on such facilities. In addition, Susser entered into a Reimbursement Agreement with PropCo, whereby Susser is obligated to reimburse PropCo for any amounts paid by PropCo under the guaranty of the 2012 and 2014 Revolvers executed by our subsidiaries.  Susser's exposure under this reimbursement agreement is limited, when aggregated with its obligation under the Guaranty, to 180.7 million.
Variable Interest Entity Debt
Our consolidated VIE (resulting from the MACS acquisition) has a senior term loan ("VIE Debt"), collateralized by certain real and personal properties of the consolidated variable interest entity. The VIE Debt bears interest at LIBOR plus 3.75%, with a floor of 4.5%. As of March 31, 2015, the interest rate was 4.5% and the balance outstanding was $33.7 million. The VIE Debt principal and interest is repayable in equal monthly installments over a 20 year period and includes the right to prepay all outstanding principal at any time, with a penalty of up to 3.0% depending on the date of repayment.
The remaining VIE debt of approximately $22.2 million consists of loans collateralized by equipment and property. The average stated interest rate for these loans was approximately 5.4% as of March 31, 2015. The majority of the debt requires monthly principal and interest payments with maturities through 2034.

Sale Leaseback Financing Obligation

On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of March 31, 2015 was $125.3 million.
Other Debt
In August 2010 we entered into a mortgage note for an aggregate initial borrowing amount of 1.2 million. The balance outstanding at December 31, 2014 and March 31, 2015 was $1.1 million and $1.0 million, respectively. The mortgage note bears interest at a fixed rate of 6.0%.
In September 2013, we assumed a 3.0 million term loan from Susser as part of the net asset transfer for equity as part of the acquisition of Gainesville Fuel, Inc. by Susser.  The 3.0 million term loan had an outstanding balance of 2.5 million as of each December 31, 2014 and 2.5 million and bears a 4.0% fixed rate.  
The estimated fair value of long-term debt is calculated using Level 3 inputs. The fair value of debt as of March 31, 2015, is estimated to be approximately $870.0 million, based on outstanding balances as of the end of the period using current interest rates for similar securities.
Capital Lease Obligations
Our capital lease obligations relate to vehicles and office equipment. The total cost of assets under capital leases was $1.4 million with accumulated depreciation of $1.2 million at each December 31, 2014 and March 31, 2015, respectively.
Fair Value Measurements (Notes)
Fair Value, Measurement Inputs, Disclosure [Text Block]
Fair Value Measurements
We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
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.
Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The investments in debt securities, which typically mature in one year or less, are classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs. There were none outstanding as of December 31, 2014 nor March 31, 2015.
Commitments And Contingencies
Commitments and Contingencies
Commitments and Contingencies

Leases
The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are primarily sublet to third parties.

The components of net rent expense are as follows (in thousands):
 
Three Months Ended
 
March 31,
2014
 
 
March 31,
2015
 
Predecessor
 
 
Successor
Cash rent:
 
 
 
 
Store base rent
$
196

 
 
$
4,033

Equipment rent
48

 
 
309

Total cash rent
244

 
 
4,342

Non-cash rent:
 
 
 
 
Straight-line rent
5

 
 
(231
)
Net rent expense
$
249

 
 
$
4,111



Equipment rent consists primarily of store equipment and vehicles.
Interest Expense And Interest Income
Interest Expense and Interest Income
Interest Expense and Interest Income

The components of net interest expense are as follows (in thousands):
 
Three Months Ended
 
March 31,
2014
 
 
March 31,
2015
 
Predecessor
 
 
Successor
Interest expense (1)
$
1,429

 
 
$
7,885

Amortization of loan costs
96

 
 
381

Interest income
(23
)
 
 
(69
)
Interest expense, net
$
1,502

 
 
$
8,197


(1) Interest expense related to the VIE is approximately $2.4 million for the three months ended March 31, 2015.
Income Tax
Income Tax
Income Tax
As a partnership, we are generally not subject to state and federal income tax. Our taxable income or loss, which may vary substantially from the net income or net loss reported in the Consolidated Statements of Operations and Comprehensive Income, is generally includable in the federal and state income tax returns of each unitholder. 
As a publicly traded partnership, we are subject to a statutory requirement that our "qualifying income" (as defined by the Internal Revenue Code, related Treasury Regulations and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, all of our activity would be taxed as a corporation for federal and state income tax purposes. For the year ended December 31, 2014 and the three months ended March 31, 2015, our qualifying income met the statutory requirements.
To meet the statutory requirements for qualifying income, we conduct certain activities that do not produce qualifying income through corporate subsidiaries. Historically, our effective tax rate differed 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. The completion of the MACS and Aloha acquisitions (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three months ended March 31, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Tax at statutory federal rate
$
3,549

 
35.0
 %
 
 
$
6,562

 
35.0
 %
Partnership earnings not subject to tax
(3,610
)
 
(35.6
)%
 
 
(4,824
)
 
(25.7
)%
State and local tax, net of federal benefit
68

 
0.7
 %
 
 
(908
)
 
(4.9
)%
Net income tax expense
$
7

 
0.1
 %
 
 
$
830

 
4.4
 %

The increase in the effective tax rate for the three months ended March 31, 2015 was primarily due to an increase in activity subject to corporate taxes due to the MACS and Aloha acquisitions. Additionally, the MACS and Aloha acquisitions created additional state income tax due to new corporate state tax filing requirements in Georgia, Maryland, Tennessee, Virginia and Hawaii.
Partners' Capital (Notes)
Partners' Capital
Partners' Capital
As of March 31, 2015, ETP owned 4,062,848 common units and 10,939,436 subordinated units, which together constitute a 42.8% ownership interest in us. As of March 31, 2015, the public owned 20,036,329 common units.

Allocations 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 ETP (prior to the ETP Merger, Susser).
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Attributable to Common Units
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Distributions (a)
$
5,535

 
 
$
16,057

Distributions in excess of income
(450
)
 
 
(5,525
)
Limited partners' interest in net income
$
5,085

 
 
$
10,532

 
 
 
 
 
Attributable to Subordinated Units
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Distributions (a)
$
5,491

 
 
$
7,056

Distributions in excess of income
(444
)
 
 
(2,275
)
Limited partners' interest in net income
$
5,047

 
 
$
4,781

 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.5021
 
 
$
0.6450



Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the holder of our IDRs based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume that there are no arrearages on common units. ETP has owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.
 
 
 
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
%

Cash Distributions
Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. The following table summarizes the cash distributions paid or payable for 2015.
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
 
 
( in thousands)
 
 
May 29, 2015
 
$
0.6450

 
$
23,113

 
$
1,448

February 27, 2015
 
$
0.6000

 
$
21,023

 
$
891

Equity-Based Compensation
Share-Based Compensation
Unit-Based Compensation
Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Phantom common units (1)
$
109

 
 
$
195

Allocated expense from Parent (2)
598

 
 
—

Total equity-based compensation expense
$
707

 
 
$
195


(1) Excludes unit-based compensation expense related to units issued to non-employees.
(2) Reflects expense previously allocated to us by Susser prior to the ETP Merger.

Phantom Common Unit Awards
Prior to the ETP Merger, there were phantom unit awards issued to certain directors and employees under the Sunoco LP 2012 Long-Term Incentive Plan (the "LTIP"). The fair value of each phantom unit on the grant date was equal to the market price of our common unit on that date reduced by the present value of estimated dividends over the vesting period, since the phantom units did not receive dividends until vested. The estimated fair value of our phantom units was amortized over the vesting period using the straight-line method. Non-employee director awards vested over a one-to-three-year period and employee awards vest ratably over a two-to-five-year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized.
Subsequent to the ETP Merger, phantom units were issued which also have the right to receive distributions prior to vesting. During the first quarter of 2015, 229,190 phantom units were issued. The units vest 60% after three years and 40% after five years. The fair value of these units is the market prices of our common units on the grant date, and is being amortized over the five-year vesting period using the straight-line method. Total unrecognized compensation cost related to our nonvested phantom units totaled $19.4 million as of March 31, 2015, which is expected to be recognized over a weighted average period of 3.5 years. The fair value of nonvested service phantom units outstanding as of March 31, 2015 totaled $22.1 million.
A summary of our phantom unit award activity is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014 (Predecessor)
36,963

 
$
21.66

Granted
6,354

 
33.24

Vested
(40,317
)
 
23.72

Forfeited
(3,000
)
 
18.42

Nonvested at August 31, 2014 (Predecessor)
—

 
—

Granted
241,235

 
45.50

Nonvested at December 31, 2014 (Successor)
241,235

 
45.50

Granted
229,190

 
48.58

Forfeited
(16,494
)
 
45.50

Nonvested at March 31, 2015 (Successor)
453,931

 
$
48.69



Cash Awards

In January 2015, the Partnership granted 30,710 awards that are settled in cash. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Total unrecognized compensation cost related to our nonvested cash awards totaled $1.2 million as of March 31, 2015, which is expected to be recognized over a weighted average period of 2.7 years. The fair value of nonvested cash awards outstanding as of March 31, 2015 totaled $1.6 million.
Net Income per Unit (Notes)
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.
In addition to the common and subordinated units, we have also identified the IDRs as participating securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.
We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations as follows (in thousands, except units and per unit amounts):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Net income and comprehensive income
10,132

 
 
17,918

Less: Net income and comprehensive income attributable to noncontrolling interest
—

 
 
846

Net income and comprehensive income attributable to partners
10,132

 
 
17,072

Less: Incentive distribution rights
—

 
 
1,449

Less: Distributions on nonvested phantom unit awards
—

 
 
310

Limited partners' interest in net income
$
10,132

 
 
$
15,313

 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
Common - basic
11,017,361

 
 
24,099,177

Common - equivalents
24,837

 
 
37,671

Common - diluted
11,042,198

 
 
24,136,848

Subordinated - basic and diluted
10,939,436

 
 
10,939,436

 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
Common - basic and diluted
$
0.46

 
 
$
0.44

Subordinated - basic and diluted
$
0.46

 
 
$
0.44

Related-Party Transactions
Related-Party Transactions
Related-Party Transactions

We entered into two long-term, fee-based commercial agreements with Susser effective upon our IPO, summarized as follows:
•
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.
Omnibus Agreement
In addition to the commercial agreements described above, we also entered into an Omnibus Agreement with Susser pursuant to which, among other things, we received a three-year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes® convenience stores at their cost and lease the stores back to them at a specified rate for a 15-year initial term, and we will be the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. We also received a 10-year right to participate in acquisition opportunities with Susser, to the extent we and Susser are able to reach an agreement on terms, and the exclusive right to distribute motor fuel to certain of Susser's newly constructed convenience stores and independently operated consignment locations. The Omnibus Agreement also provides for certain indemnification obligations between Susser and the Partnership.

Summary of Transactions
Related party transactions with Susser and ETP for the three month periods ended March 31, 2014 and 2015 are as follows (in thousands except store count data):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Motor fuel sales to Susser
$
766,090

 
 
$
487,500

Motor fuel gross profit from sales to Susser
8,367

 
 
9,082

Bulk fuel purchases from ETP
—

 
 
12,796

General and administrative expenses allocated, including equity-based compensation
835

 
 
—

Allocated cost of employees
3,414

 
 
3,011

Distributions to Susser / ETP
5,307

 
 
9,055

IDR distributions to Susser / ETP
—

 
 
891

Transportation charges from Susser for delivery of motor fuel
13,257

 
 
14,519

Purchase of stores from Susser
27,300

 
 
25,156

Rental income from Susser
3,020

 
 
5,838

# of stores purchased from Susser
7
 
 
6

Additional affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows:

•
Net accounts receivable from Susser were $32.7 million and $28.5 million at December 31, 2014 and March 31, 2015, respectively, which are primarily related to motor fuel purchases from us.
•
Net accounts receivable from ETP was $0.5 million and $0.9 million at December 31, 2014 and March 31, 2015, primarily for fuel incentives related to purchases of bulk fuel inventory.
•
Net accounts payable to ETP was $3.1 million and $2.6 million as of December 31, 2014 and March 31, 2015, attributable to operational expenses and fuel pipeline purchases.
•
As of December 31, 2014 and March 31, 2015, we had $3.5 million and $4.2 million of receivables related to agreements with entities controlled by the Uphoff Unitholders (see Note 4).
Subsequent Event (Notes)
Subsequent Events [Text Block]
Subsequent Events
On April 1, 2015, the Partnership completed the previously announced acquisition contemplated by the Contribution Agreement dated as of March 23, 2015 (the “Contribution Agreement”) by and among the Partnership, Sunoco, LLC ("Sunoco LLC"), ETP Retail Holdings, LLC (“ETP Retail”) and ETP. Pursuant to the terms of the Contribution Agreement, the Partnership acquired from ETP Retail 31.58% of the issued and outstanding membership interests in Sunoco LLC (the “Membership Interests”), which Membership Interests were subsequently assigned by the Partnership to SPOC. Pursuant to the terms of the Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail under the Contribution Agreement.
Subject to the terms and conditions of the Contribution Agreement, upon the closing of the Transaction the Partnership paid ETP Retail approximately $775.0 million in cash (the “Cash Consideration”) and issued to ETP Retail approximately $40.8 million of common units (“Common Units”) representing limited partner interests of the Partnership, based on the five day volume weighted average price of the Partnership’s common units as of March 20, 2015 (collectively with the Cash Consideration, the “Contribution Consideration”). The Cash Consideration was financed through the issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance” and, together with the Partnership, the “Issuers”) of 6.375% Senior Notes due 2023 (the “Notes”) on April 1, 2015. The Common Units issued to ETP Retail as part of the Contribution Consideration were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
On April 10, 2015, the Partnership entered into a First Amendment to Credit Agreement and Increase Agreement (the “First Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent and collateral agent (the “Administrative Agent”) pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the Partnership’s 2014 Revolver provided pursuant to the Credit Agreement, dated as of September 25, 2014 (as amended, supplemented and modified, the “Credit Agreement”), by and among the Partnership, the several banks and other financial institutions party thereto and the Administrative Agent and (ii) make certain amendments to the Credit Agreement as described in the First Amendment. After giving effect to the First Amendment, the Credit Agreement permits the Partnership to borrow up to $1.5 billion on a revolving credit basis.
Summary of Significant Accounting Policies (Policies)
Segment Reporting, Policy [Policy Text Block] 
Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. During the first quarter of 2015, we elected to allocate the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 17).
As of March 31, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements.
New Accounting Pronouncements 
FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.
FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.
FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU.
Merger and Acquisitions (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]
The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):

 
December 16, 2014
Current assets
$
67,490

Property and equipment
99,292

Goodwill
155,438

Intangible assets
10,686

Other noncurrent assets
636

Current liabilities
(20,464
)
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

The following table summarizes the "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):

 
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

The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values, including the initial tax accounting related to the transaction (in thousands):    
 
August 31, 2014
Current assets
$
96,749

Property and equipment
463,772

Goodwill
118,610

Intangible assets
90,676

Other noncurrent assets
48,913

Current liabilities
(45,151
)
Other noncurrent liabilities
(186,661
)
Net assets
586,908

Net deemed contribution
(21,095
)
Cash acquired
(60,798
)
Total cash consideration, net of cash acquired
$
505,015


Variable Interest Entity (Tables)
Schedule of Variable Interest Entities [Table Text Block]
The assets and liabilities of the VIEs consist of the following (in thousands):

 
December 31, 2014
 
March 31,
2015
Receivables from affiliates
$
3,484

 
$
4,173

Property and equipment, net
$
45,340

 
$
44,947

Other noncurrent assets
$
3,665

 
$
3,665

Accounts payable and accrued liabilities
$
490

 
$
490

Long-term debt, including current maturities of $8,422 at December 31, 2014 and $8,389 at March 31, 2015 (see Note 10)
$
56,451

 
$
55,903

Other noncurrent liabilities
$
1,190

 
$
1,190

Accounts Receivable (Tables)
Schedule of Accounts Receivable
Accounts receivable, excluding receivables from affiliates, consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Accounts receivable, trade
$
56,006

 
$
56,987

Credit card receivables
3,681

 
3,814

Vendor receivables for rebates, branding, and other
2,820

 
3,157

Other receivables
2,795

 
3,147

Allowance for doubtful accounts
(1,220
)
 
(1,401
)
Accounts receivable, net
$
64,082

 
$
65,704

Inventories (Tables)
Schedule of Inventories
Inventories consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Fuel-retail
$
5,062

 
$
4,093

Fuel-other wholesale
26,266

 
34,104

Fuel-consignment
4,975

 
1,745

Merchandise
11,503

 
11,817

Other
840

 
924

Inventories, net
$
48,646

 
$
52,683

Property And Equipment (Tables)
Schedule of Property and Equipment
Property and equipment consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Land
$
311,773

 
$
317,681

Buildings and leasehold improvements
331,761

 
347,178

Equipment
289,841

 
297,550

Construction in progress
4,226

 
11,660

Total property and equipment
937,601

 
974,069

Less: accumulated depreciation
(32,136
)
 
(46,309
)
Property and equipment, net
$
905,465

 
$
927,760

Goodwill and Other Intangible Assets (Tables)
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands):
 
 
December 31, 2014
 
March 31, 2015
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Book Value
Indefinite-lived
 
 
 
 
 
 
 
 
 
 
 
Tradenames
$
8,937

 
$
—

 
$
8,937

 
$
8,937

 
$
—

 
$
8,937

Franchise rights
329

 
—

 
329

 
329

 
—

 
329

Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations including supply agreements
176,997

 
25,081

 
151,916

 
177,742

 
27,941

 
149,801

Favorable leasehold arrangements, net
2,810

 
140

 
2,670

 
3,074

 
423

 
2,651

Loan origination costs
7,611

 
381

 
7,230

 
7,624

 
761

 
6,863

Other intangibles
1,309

 
283

 
1,026

 
1,337

 
339

 
998

Intangible assets, net
$
197,993

 
$
25,885

 
$
172,108

 
$
199,043

 
$
29,464

 
$
169,579

Accrued Expenses and Other Current Liabilities (Tables)
Schedule of Accrued Liabilities [Table Text Block]
Current accrued expenses and other current liabilities consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Wage and other employee-related accrued expenses
$
6,230

 
$
4,454

Franchise agreement termination accrual
4,579

 
4,579

Accrued tax expense
18,326

 
23,785

Deposits and other
12,746

 
12,713

Total
$
41,881

 
$
45,531

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following (in thousands):
 
December 31,
2014
 
March 31,
2015
Sale leaseback financing obligation
$
126,643

 
$
125,253

Senior term loan on Uphoff properties ("VIE Debt", see Note 4)
56,452

 
55,904

2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin

683,378

 
684,775

Notes payable, bearing interest at 6% and 4%
3,552

 
3,543

Capital lease obligations
493

 
461

Total debt
870,518

 
869,936

Less: current maturities
13,757

 
13,749

Long-term debt, net of current maturities
$
856,761

 
$
856,187

Commitments And Contingencies (Tables)
Schedule of Rent Expense
The components of net rent expense are as follows (in thousands):
 
Three Months Ended
 
March 31,
2014
 
 
March 31,
2015
 
Predecessor
 
 
Successor
Cash rent:
 
 
 
 
Store base rent
$
196

 
 
$
4,033

Equipment rent
48

 
 
309

Total cash rent
244

 
 
4,342

Non-cash rent:
 
 
 
 
Straight-line rent
5

 
 
(231
)
Net rent expense
$
249

 
 
$
4,111

Interest Expense And Interest Income (Tables)
Schedule of Interest Expense and Interest Income
The components of net interest expense are as follows (in thousands):
 
Three Months Ended
 
March 31,
2014
 
 
March 31,
2015
 
Predecessor
 
 
Successor
Interest expense (1)
$
1,429

 
 
$
7,885

Amortization of loan costs
96

 
 
381

Interest income
(23
)
 
 
(69
)
Interest expense, net
$
1,502

 
 
$
8,197


(1) Interest expense related to the VIE is approximately $2.4 million for the three months ended March 31, 2015.
Income Tax Schedule of Effective Income Tax Reconciliation (Tables)
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three months ended March 31, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Tax at statutory federal rate
$
3,549

 
35.0
 %
 
 
$
6,562

 
35.0
 %
Partnership earnings not subject to tax
(3,610
)
 
(35.6
)%
 
 
(4,824
)
 
(25.7
)%
State and local tax, net of federal benefit
68

 
0.7
 %
 
 
(908
)
 
(4.9
)%
Net income tax expense
$
7

 
0.1
 %
 
 
$
830

 
4.4
 %

Partners' Capital (Tables)
Schedule of Net Income Allocation By Partners 
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Attributable to Common Units
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Distributions (a)
$
5,535

 
 
$
16,057

Distributions in excess of income
(450
)
 
 
(5,525
)
Limited partners' interest in net income
$
5,085

 
 
$
10,532

 
 
 
 
 
Attributable to Subordinated Units
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Distributions (a)
$
5,491

 
 
$
7,056

Distributions in excess of income
(444
)
 
 
(2,275
)
Limited partners' interest in net income
$
5,047

 
 
$
4,781

 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.5021
 
 
$
0.6450

Schedule of Incentive Distribution Rights to Limited Partners 
 
 
 
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
%
Distributions Made to Limited Partner, by Distribution [Table Text Block] 
The following table summarizes the cash distributions paid or payable for 2015.
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
 
 
( in thousands)
 
 
May 29, 2015
 
$
0.6450

 
$
23,113

 
$
1,448

February 27, 2015
 
$
0.6000

 
$
21,023

 
$
891

Equity-Based Compensation (Tables)
Schedule of Equity Based Compensation Expense 
Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Phantom common units (1)
$
109

 
 
$
195

Allocated expense from Parent (2)
598

 
 
—

Total equity-based compensation expense
$
707

 
 
$
195


(1) Excludes unit-based compensation expense related to units issued to non-employees.
(2) Reflects expense previously allocated to us by Susser prior to the ETP Merger.
Schedule of Nonvested Share Activity 
A summary of our phantom unit award activity is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2014 (Predecessor)
36,963

 
$
21.66

Granted
6,354

 
33.24

Vested
(40,317
)
 
23.72

Forfeited
(3,000
)
 
18.42

Nonvested at August 31, 2014 (Predecessor)
—

 
—

Granted
241,235

 
45.50

Nonvested at December 31, 2014 (Successor)
241,235

 
45.50

Granted
229,190

 
48.58

Forfeited
(16,494
)
 
45.50

Nonvested at March 31, 2015 (Successor)
453,931

 
$
48.69

Net Income per Unit (Tables)
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations as follows (in thousands, except units and per unit amounts):
 
Three Months Ended
 
March 31, 2014
 
 
March 31, 2015
 
Predecessor
 
 
Successor
Net income and comprehensive income
10,132

 
 
17,918

Less: Net income and comprehensive income attributable to noncontrolling interest
—

 
 
846

Net income and comprehensive income attributable to partners
10,132

 
 
17,072

Less: Incentive distribution rights
—

 
 
1,449

Less: Distributions on nonvested phantom unit awards
—

 
 
310

Limited partners' interest in net income
$
10,132

 
 
$
15,313

 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
Common - basic
11,017,361

 
 
24,099,177

Common - equivalents
24,837

 
 
37,671

Common - diluted
11,042,198

 
 
24,136,848

Subordinated - basic and diluted
10,939,436

 
 
10,939,436

 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
Common - basic and diluted
$
0.46

 
 
$
0.44

Subordinated - basic and diluted
$
0.46

 
 
$
0.44

Organization and Principles of Consolidation (Details)
3 Months Ended 4 Months Ended
Dec. 31, 2012
Dec. 31, 2014
Parent Company [Member]
Mar. 31, 2015
Parent Company [Member]
Aug. 31, 2014
Parent Company [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
 
 
 
Units sold in IPO
10,925,000 
 
 
 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
 
100.00% 
 
 
Stock Issued During Period, Shares, New Issues
 
11,000,000 
 
 
Ownership Percentage
 
 
42.80% 
50.10% 
Merger and Acquisitions (Details) (USD $)
0 Months Ended 1 Months Ended
Aug. 31, 2014
ETP Merger [Member]
Dec. 31, 2014
Aloha Petroleum, Ltd [Member]
Dec. 16, 2014
Aloha Petroleum, Ltd [Member]
site
Oct. 27, 2014
MACS [Member]
Oct. 1, 2014
MACS [Member]
site
Aug. 31, 2014
MACS [Member]
Aug. 31, 2014
Deemed contribution [Member]
MACS [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds
 
 
 
 
$ 768,000,000 
 
 
Limited Partners' Capital Account, Units Issued
 
 
 
 
3,983,540 
 
 
Payments to Acquire Businesses, Gross
 
267,000,000 
 
566,000,000 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets
171,434,000 
 
67,490,000 
 
 
96,749,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
272,930,000 
 
99,292,000 
 
 
463,772,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill
590,042,000 
 
155,438,000 
 
 
118,610,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill
70,473,000 
 
10,686,000 
 
 
90,676,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets
811,000 
 
636,000 
 
 
48,913,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities
(154,617,000)
 
(20,464,000)
 
 
(45,151,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities
(255,289,000)
 
(33,095,000)
 
 
(186,661,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net
695,784,000 
 
279,983,000 
 
 
586,908,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets
 
 
 
 
 
 
(21,095,000)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents
 
 
(30,597,000)
 
 
(60,798,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Net of Cash Received
 
 
(236,407,000)
 
 
505,015,000 
 
Number of Stores
 
 
 
 
100 
 
 
Dealer-Operated And Cosignment Sites
 
 
 
 
200 
 
 
Number of Fuel Storage Terminals
 
 
6 
 
 
 
 
Number of Fuel Branded Stations
 
 
100 
 
 
 
 
Business Combination, Contingent Consideration, Liability
 
 
(12,979,000)
 
 
 
 
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs
 
 
2,800,000 
 
 
 
 
Escrow Deposit
 
$ 2,100,000 
 
 
 
 
 
Variable Interest Entity (Details) (USD $)
Mar. 31, 2015
site
Dec. 31, 2014
Variable Interest Entity [Line Items]
 
 
Number of Sites from Variable Interest Entities
35 
 
Total Debt Assumption Rights of Variable Interest Entities
$ 54,300,000 
 
Receivables from affiliates
33,511,000 
36,716,000 
Property, Plant and Equipment, Net
927,760,000 
905,465,000 
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015)
16,089,000 
16,416,000 
Other Liabilities, Noncurrent
49,396,000 
49,306,000 
Gross Purchase Option
20,000,000 
 
Variable Interest Entity, Primary Beneficiary [Member]
 
 
Variable Interest Entity [Line Items]
 
 
Receivables from affiliates
4,173,000 
3,484,000 
Property, Plant and Equipment, Net
44,947,000 
45,340,000 
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015)
3,665,000 
3,665,000 
Accounts Payable and Accrued Liabilities
0 
0 
Long-term Debt and Capital Lease Obligations, Including Current Maturities
55,903,000 
56,451,000 
Other Liabilities, Noncurrent
$ 1,190,000 
$ 1,190,000 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for doubtful accounts
$ (1,401)
$ (1,220)
Accounts receivable, net
65,704 
64,082 
Receivables from affiliates
33,511 
36,716 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
56,987 
56,006 
Credit Card Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
3,814 
3,681 
Vendor receivables for rebates, branding and other [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
3,157 
2,820 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
3,147 
2,795 
Affiliated Entity [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Receivables from affiliates
$ 28,500 
$ 32,700 
Inventories (Details) (USD $)
3 Months Ended 12 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Schedule Of Inventory [Line Items]
 
 
Inventory Adjustments
$ 100,000 
$ 7,200,000 
Fuel-retail
1,745,000 
4,975,000 
Retail Related Inventory, Merchandise
11,817,000 
11,503,000 
Fuel Inventory, Retail, Gross
4,093,000 
5,062,000 
Fuel-other wholesale
34,104,000 
26,266,000 
Other
924,000 
840,000 
Inventories, net
52,683,000 
48,646,000 
Inventory Write-down
2,000,000 
13,600,000 
Successor [Member]
 
 
Schedule Of Inventory [Line Items]
 
 
Inventory Write-down
$ 2,000,000 
 
Property And Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 974,069 
$ 937,601 
Accumulated depreciation
(46,309)
(32,136)
Property and equipment, net
927,760 
905,465 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
317,681 
311,773 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
347,178 
331,761 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
297,550 
289,841 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 11,660 
$ 4,226 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Mar. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Goodwill
$ 863,458 
$ 864,088 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
197,993 
199,043 
Finite-lived intangible assets, Accumulated amortization
25,885 
29,464 
Intangible assets, net
172,108 
169,579 
Supply agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
176,997 
177,742 
Finite-lived intangible assets, Accumulated amortization
25,081 
27,941 
Finite-lived intangible assets, Net
151,916 
149,801 
(Unfavorable) favorable leasehold arrangements, net [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Average amortization period
15 years 
 
Finite-lived intangible assets, Gross carrying amount
2,810 
3,074 
Finite-lived intangible assets, Accumulated amortization
140 
423 
Finite-lived intangible assets, Net
2,670 
2,651 
Loan origination commitments [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
7,611 
7,624 
Finite-lived intangible assets, Accumulated amortization
381 
761 
Finite-lived intangible assets, Net
7,230 
6,863 
Other [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Finite-lived intangible assets, Gross carrying amount
1,309 
1,337 
Finite-lived intangible assets, Accumulated amortization
283 
339 
Finite-lived intangible assets, Net
1,026 
998 
Franchise Rights [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets
329 
329 
Trade Names [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Other Indefinite-lived Intangible Assets
$ 8,937 
$ 8,937 
Minimum [Member] |
Supply agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Average amortization period
5 years 
 
Maximum [Member] |
Supply agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Average amortization period
20 years 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2015
Dec. 31, 2014
Accrued Expenses and Other Current Liabilities [Line Items]
 
 
Employee-related Liabilities, Current
$ 4,454 
$ 6,230 
Liabilities Subject to Compromise, Early Contract Termination Fees
4,579 
4,579 
Accrued Income Taxes, Current
23,785 
18,326 
Other Accrued Liabilities, Current
12,713 
12,746 
Accrued Expenses And Other Current Liabilities
$ 45,531 
$ 41,881 
Long-Term Debt (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Debt Instrument [Line Items]
 
 
Sale leaseback financing obligation
$ 125,253,000 
$ 126,643,000 
Senior term loan on Uphoff properties (VIE Debt, see Note 4)
55,904,000 
56,452,000 
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
684,775,000 
683,378,000 
Notes payable, bearing interest at 6% and 4%
3,543,000 
3,552,000 
Capital lease obligations
0 
0 
Total debt
869,936,000 
870,518,000 
Less: Current maturities
13,749,000 
13,757,000 
Long-term debt, net of current maturities
$ 856,187,000 
$ 856,761,000 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Debt Instrument [Line Items]
 
 
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
$ 684,775,000 
$ 683,378,000 
Revolving Credit Agreement [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Line of Credit Facility, Maximum Borrowing Capacity
1,250,000,000 
 
Revolving line of credit
684,800,000 
 
Line of Credit Facility, Additional Borrowing Capacity
250,000,000 
 
Current borrowing capacity
553,400,000 
 
Revolving Credit Agreement [Member] |
2014 Revolver [Member] |
Standby Letters of Credit [Member]
 
 
Debt Instrument [Line Items]
 
 
Letters of Credit Outstanding, Amount
11,800,000 
 
Predecessor [Member] |
Revolving Credit Agreement [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Line of Credit Facility, Maximum Borrowing Capacity
$ 400,000,000 
 
Long-Term Debt (Guaranty of Debt) (Details) (Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $)
In Millions, unless otherwise specified
Mar. 31, 2015
Revolving Credit Facility and Term Loan [Member] |
Guaranty of Collection [Member]
 
Debt Instrument [Line Items]
 
Amount of debt guaranteed
$ 180.7 
Long-Term Debt (Other Debt) (Details) (USD $)
Mar. 31, 2015
Dec. 31, 2014
Debt Instrument [Line Items]
 
 
Other Notes Payable, Noncurrent
$ 3,543,000 
$ 3,552,000 
Senior term loan on Uphoff properties (VIE Debt, see Note 4)
55,904,000 
56,452,000 
Debt at fair value
870,000,000 
 
Notes Payable, Six Percent [Member] |
Other Notes Payables [Member]
 
 
Debt Instrument [Line Items]
 
 
Face amount
1,200,000 
 
Other Notes Payable, Noncurrent
1,000,000 
1,100,000 
Debt Instrument, Interest Rate, Stated Percentage
6.00% 
 
Notes Payable, Four Percent [Member] |
Other Notes Payables [Member]
 
 
Debt Instrument [Line Items]
 
 
Face amount
$ 3,000,000 
 
Debt Instrument, Interest Rate, Stated Percentage
4.00% 
 
Long-Term Debt Variable Interest Entity Debt (Details) (USD $)
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Debt Instrument [Line Items]
 
 
Sale Leaseback Transaction, Imputed Interest Rate
5.125% 
 
Sale Leaseback Transaction, Amount Due under Financing Arrangement
$ 125,253,000 
$ 126,643,000 
Other Notes Payable, Noncurrent
3,543,000 
3,552,000 
Senior term loan on Uphoff properties (VIE Debt, see Note 4)
55,904,000 
56,452,000 
Debt at fair value
870,000,000 
 
Capital Leased Assets, Gross
1,400,000 
 
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation
1,200,000 
 
Notes Payable - 6% [Member]
 
 
Debt Instrument [Line Items]
 
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
4.50% 
 
Other Notes Payables [Member] |
Notes Payable - 6% [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior term loan on Uphoff properties (VIE Debt, see Note 4)
33,700,000 
 
Other Notes Payables [Member] |
Collateralized by equipment and property [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior term loan on Uphoff properties (VIE Debt, see Note 4)
$ 22,200,000 
 
Penalty [Member] |
Notes Payable - 6% [Member]
 
 
Debt Instrument [Line Items]
 
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
3.00% 
 
Long-Term Debt Sale Leaseback Financing Obligation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]
 
 
Sale Leaseback Transaction, Imputed Interest Rate
5.125% 
 
Sale leaseback financing obligation
$ 125,253 
$ 126,643 
Commitments And Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
Minimum [Member]
Mar. 31, 2015
Maximum [Member]
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2015
Successor [Member]
Operating Leased Assets [Line Items]
 
 
 
 
Lease term
5 years 
15 years 
 
 
Store base rent
 
 
$ 196 
$ 4,033 
Equipment rent
 
 
48 
309 
Operating Leases, Cash Rent Expense
 
 
244 
4,342 
Straight Line Rent
 
 
5 
(231)
Net rent expense
 
 
$ 249 
$ 4,111 
Interest Expense And Interest Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2015
Successor [Member]
Mar. 31, 2015
Variable Interest Entity, Primary Beneficiary [Member]
Successor [Member]
Interest Expense and Interest Income [Line Items]
 
 
 
Interest Paid, Net
$ 1,429 
$ 7,885 
 
Amortization of loan costs
96 
381 
 
Cash interest income
(23)
(69)
 
Interest expense, net
$ 1,502 
$ 8,197 
$ 2,365 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2015
Successor [Member]
Income Tax Contingency [Line Items]
 
 
Tax at Statutory Federal Rate
$ 3,549 
$ 6,562 
Tax at Statutory Federal Rate, Percentage
35.00% 
35.00% 
Partnership earnings not subject to tax
(3,610)
(4,824)
Partnership earnings not subject to tax, Percentage
35.60% 
25.70% 
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount
68 
(908)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent
0.70% 
(4.90%)
Net income tax expense
$ 7 
$ 830 
Effective Income Tax Rate
0.10% 
4.40% 
Partners' Capital (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 3 Months Ended 8 Months Ended 3 Months Ended 8 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended
Mar. 31, 2015
Common Units - Affiliated [Member]
Dec. 31, 2014
Common Units - Affiliated [Member]
Mar. 31, 2015
Subordinated Units [Member]
Dec. 31, 2014
Subordinated Units [Member]
Mar. 31, 2015
Common Units - Public [Member]
Dec. 31, 2014
Common Units - Public [Member]
Mar. 31, 2015
Minimum Quarterly Distribution [Member]
Mar. 31, 2015
Parent Company [Member]
Aug. 31, 2014
Parent Company [Member]
Mar. 31, 2015
Parent Company [Member]
Common Units - Affiliated [Member]
Mar. 31, 2015
Parent Company [Member]
Subordinated Units [Member]
Mar. 31, 2015
Parent Company [Member]
Common Units - Public [Member]
Mar. 31, 2015
Minimum [Member]
First Target Distribution [Member]
Mar. 31, 2015
Minimum [Member]
Second Target Distribution [Member]
Mar. 31, 2015
Minimum [Member]
Third Target Distribution [Member]
Mar. 31, 2015
Minimum [Member]
Distributions Thereafter [Member]
Mar. 31, 2015
Maximum [Member]
First Target Distribution [Member]
Mar. 31, 2015
Maximum [Member]
Second Target Distribution [Member]
Mar. 31, 2015
Maximum [Member]
Third Target Distribution [Member]
Mar. 31, 2015
May 29, 2015 [Member]
Mar. 31, 2015
February 27, 2015 [Member]
Mar. 31, 2014
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Mar. 31, 2014
Predecessor [Member]
Common Units [Member]
Mar. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Public [Member]
Mar. 31, 2015
Successor [Member]
Dec. 31, 2014
Successor [Member]
Mar. 31, 2015
Successor [Member]
Common Units [Member]
Mar. 31, 2015
Successor [Member]
Common Units - Affiliated [Member]
Dec. 31, 2014
Successor [Member]
Common Units - Affiliated [Member]
Mar. 31, 2015
Successor [Member]
Subordinated Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units [Member]
Mar. 31, 2015
Successor [Member]
Common Units - Public [Member]
Dec. 31, 2014
Successor [Member]
Common Units - Public [Member]
Mar. 31, 2015
Subordinated Units [Member]
Minimum Quarterly Distribution [Member]
Mar. 31, 2015
Subordinated Units [Member]
First Target Distribution [Member]
Mar. 31, 2015
Subordinated Units [Member]
Second Target Distribution [Member]
Mar. 31, 2015
Subordinated Units [Member]
Third Target Distribution [Member]
Mar. 31, 2015
Subordinated Units [Member]
Distributions Thereafter [Member]
Mar. 31, 2015
Common Units [Member]
Minimum Quarterly Distribution [Member]
Mar. 31, 2015
Common Units [Member]
First Target Distribution [Member]
Mar. 31, 2015
Common Units [Member]
Second Target Distribution [Member]
Mar. 31, 2015
Common Units [Member]
Third Target Distribution [Member]
Mar. 31, 2015
Common Units [Member]
Distributions Thereafter [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
4,062,848 
4,062,848 
10,939,436 
10,939,436 
20,036,329 
20,036,329 
 
 
 
4,062,848 
10,939,436 
20,036,329 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership Percentage
 
 
 
 
 
 
 
42.80% 
50.10% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 5,535 
$ 5,491 
 
 
 
$ 16,057 
 
 
$ 7,056 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions in Excess of Net Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(450)
(444)
 
 
 
(5,525)
 
 
(2,275)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income Allocated to Limited Partners
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,085 
5,047 
 
 
 
10,532 
 
 
4,781 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions Per Limited Partnership and General Partnership Unit, Outstanding, Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.5021 
 
 
 
 
$ 0.6450 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Quartely Distribution Target Amount
 
 
 
 
 
 
$ 0.4375 
 
 
 
 
 
$ 0.4375 
$ 0.503125 
$ 0.546875 
$ 0.656250 
$ 0.503125 
$ 0.546875 
$ 0.656250 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marginal percentage interest in distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
0.00% 
15.00% 
25.00% 
50.00% 
100.00% 
100.00% 
85.00% 
75.00% 
50.00% 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.6450 
$ 0.6000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Paid
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23,113 
21,023 
 
16,485 
 
 
16,485 
21,974 
18,798 
 
3,335 
2,472 
6,611 
5,970 
12,028 
10,356 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution, Distribution
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,448 
$ 891 
$ 0 
 
 
 
 
$ 1,449 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2014
Predecessor [Member]
Phantom common units [Member]
Mar. 31, 2014
Predecessor [Member]
Allocated From SUSS [Member]
Mar. 31, 2015
Successor [Member]
Mar. 31, 2015
Successor [Member]
Allocated From SUSS [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
Non-cash unit based compensation expense
$ 707 
$ 109 
 
$ 195 
 
Equity-based compensation expense
 
 
$ 598 
 
$ 0 
Equity-Based Compensation (Phantom Common Unit Awards) (Details) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended
Mar. 31, 2015
Phantom common units [Member]
Mar. 31, 2015
Phantom common units [Member]
Non-employee director [Member]
2012 Long Term Incentive Plan [Member]
Minimum [Member]
Mar. 31, 2015
Phantom common units [Member]
Non-employee director [Member]
2012 Long Term Incentive Plan [Member]
Maximum [Member]
Mar. 31, 2015
Phantom common units [Member]
Employee Stock Option [Member]
2012 Long Term Incentive Plan [Member]
Minimum [Member]
Mar. 31, 2015
Phantom common units [Member]
Employee Stock Option [Member]
2012 Long Term Incentive Plan [Member]
Maximum [Member]
Mar. 31, 2014
Predecessor [Member]
Mar. 31, 2014
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2014
Predecessor [Member]
Phantom common units [Member]
2012 Long Term Incentive Plan [Member]
Aug. 31, 2014
Predecessor [Member]
Phantom common units [Member]
2012 Long Term Incentive Plan [Member]
Mar. 31, 2014
Predecessor [Member]
Allocated From SUSS [Member]
Mar. 31, 2015
Successor [Member]
Mar. 31, 2015
Successor [Member]
Phantom common units [Member]
Dec. 31, 2014
Successor [Member]
Phantom common units [Member]
Mar. 31, 2015
Successor [Member]
Allocated From SUSS [Member]
Mar. 31, 2015
Allocated From ETP [Member]
Phantom common units [Member]
2012 Long Term Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash unit based compensation expense
 
 
 
 
 
$ 707,000 
$ 109,000 
 
 
 
$ 195,000 
 
 
 
 
Allocated Share-based Compensation Expense
 
 
 
 
 
 
 
 
 
598,000 
 
 
 
0 
 
Nonvested, Number of Shares [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-vested at beginning of the period, Shares
 
 
 
 
 
 
 
36,963 
0 
 
 
241,235 
 
 
 
Granted, shares
229,190 
 
 
 
 
 
 
6,354 
 
 
 
229,190 
241,235 
 
 
Vested, shares
 
 
 
 
 
 
 
(40,317)
 
 
 
 
 
 
 
Non-vested at end of period, Shares
 
 
 
 
 
 
 
 
0 
 
 
453,931 
241,235 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options
19,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
3 years 6 months 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
$ 21.66 
$ 0.00 
 
 
$ 45.50 
 
 
 
Granted, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
$ 33.24 
 
 
 
$ 48.58 
$ 45.50 
 
 
Vested, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
$ 23.72 
 
 
 
 
 
 
 
Non-vested at end of period, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
$ 0.00 
 
 
$ 48.69 
$ 45.50 
 
 
Vesting Period
 
1 year 
3 years 
2 years 
5 years 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400,000 
Fair Value Of Nonvested Service Phantom Units
$ 22,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period
 
 
 
 
 
 
 
(3,000)
 
 
 
(16,494)
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
$ 18.42 
 
 
 
$ 45.50 
 
 
 
Net Income per Unit (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 8 Months Ended 3 Months Ended 8 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended
Mar. 31, 2014
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Mar. 31, 2015
Predecessor [Member]
Common Units [Member]
Mar. 31, 2014
Predecessor [Member]
Common Units [Member]
Mar. 31, 2015
Predecessor [Member]
Subordinated Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Mar. 31, 2015
Successor [Member]
Dec. 31, 2014
Successor [Member]
Mar. 31, 2015
Successor [Member]
Common Units [Member]
Mar. 31, 2015
Successor [Member]
Subordinated Units [Member]
Mar. 31, 2014
Successor [Member]
Subordinated Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Attributable to Parent
$ 10,132 
$ 22,510 
 
 
 
$ 11,213 
$ 17,072 
$ 34,233 
 
$ 5,330 
 
$ 10,530 
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
10,132 
 
 
 
 
 
17,918 
 
 
 
 
 
Incentive Distribution, Distribution
0 
 
 
 
 
 
1,449 
 
 
 
 
 
Distributions on Employee Unit Awards Net of Allocation to General Partner
0 
 
 
 
 
 
310 
 
 
 
 
 
Income from Continuing Operations Available to Limited Partners
10,132 
 
 
 
 
 
15,313 
 
 
 
 
 
Net Income (Loss) Attributable to Noncontrolling Interest
$ 0 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Basic
 
 
11,017,361 
 
 
 
 
 
24,099,177 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Equivalents
 
 
24,837 
 
 
 
 
 
37,671 
 
 
 
Weighted Average Limited Partnership Units Outstanding
 
 
11,042,198 
 
 
 
 
 
24,136,848 
 
 
 
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted
 
 
 
 
10,939,436 
 
 
 
 
10,939,436 
10,939,436 
 
Net income per limited partner unit:
 
 
 
$ 0.46 
 
 
 
 
$ 0.44 
 
 
 
Related-Party Transactions (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2015
agreement
Mar. 31, 2014
stores
Dec. 31, 2014
Related Party Transaction [Line Items]
 
 
 
Receivables from affiliates
$ 33,511 
 
$ 36,716 
Accounts payable to affiliates
2,605 
 
3,112 
Variable Interest Entity, Primary Beneficiary [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Receivables from affiliates
4,173 
 
3,484 
Affiliated Entity [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Number of long-term commercial agreements
2 
 
 
Distribution agreement term
10 years 
 
 
Transportation agreement term
10 years 
 
 
Purchase option term
3 years 
 
 
Number of convenience stores
 
75 
 
Exclusive distributor term
10 years 
 
 
Receivables from affiliates
28,500 
 
32,700 
Comercial Agreement, Initial Term
15 years 
 
 
Commercial Agreement, Participation in Acquisitions Term
10 years 
 
 
Affiliated Entity [Member] |
ETP [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Receivables from affiliates
900 
 
500 
Accounts payable to affiliates
2,600 
 
3,100 
Affiliated Entity [Member] |
Variable Interest Entity, Primary Beneficiary [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Receivables from affiliates
4,200 
 
3,500 
Successor [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Wholesale motor fuel sales to affiliates
487,500 
 
 
Gross profit from related parties
9,082 
 
 
Bulk Fuel Purchases from ETP
12,796 
0 
 
Incentive Distribution, Distribution
1,449 
 
 
Successor [Member] |
Affiliated Entity [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Wholesale motor fuel sales to affiliates
487,500 
766,090 
 
Gross profit from related parties
9,082 
8,367 
 
General and administrative expenses from related parties
0 
835 
 
Reimbursement costs of employees supporting operations
3,011 
3,414 
 
Distribution amount
9,055 
5,307 
 
Charge for transportation services
14,519 
13,257 
 
Number of convenience store properties acquired
6 
7 
 
Cost for convenience stores acquired
25,156 
27,300 
 
Incentive Distribution, Distribution
891 
0 
 
Related Party Transaction, Other Revenues from Transactions with Related Party
$ 5,838 
$ 3,020 
 
Subsequent Event (Details) (USD $)
0 Months Ended 0 Months Ended
Apr. 2, 2015
Subsequent Event [Member]
Apr. 1, 2015
Subsequent Event [Member]
Mar. 31, 2015
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Apr. 10, 2015
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Subsequent Event [Member]
Apr. 2, 2015
SUN LLC Dropdown 1 [Member]
Subsequent Event [Member]
Subsequent Event [Line Items]
 
 
 
 
 
Noncash or Part Noncash Acquisition, Interest Acquired
31.58% 
 
 
 
 
Payments to Acquire Businesses, Gross
 
 
 
 
$ 775,000,000 
Partners' Capital Account, Acquisitions
40,800,000 
 
 
 
 
Debt Instrument, Interest Rate, Stated Percentage
 
6.375% 
 
 
 
Line of Credit Facility, Additional Borrowing Capacity
 
 
250,000,000 
250,000,000 
 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
$ 1,250,000,000 
$ 1,500,000,000