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• | SUSS contributed to Susser Petroleum Operating Company LLC (“SPOC”) substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included: |
• | SPC contributed its membership interests in T&C Wholesale LLC to SPOC. |
• | SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50% limited partner interest in the Partnership and all of the incentive distribution rights of the Partnership. |
• | Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel to SUSS' retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana. |
• | T&C Wholesale LLC ("TCW"), a Texas limited liability company, distributes motor fuels, propane and lubricating oils, primarily in Texas. |
• | Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, formed to, among other things, own and lease convenience store properties. |
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• | 14,436 common units and 10,939,436 subordinated units, representing an aggregate 50.1% limited partner interest in SUSP; |
• | All of the incentive distribution rights (as discussed in SUSP's partnership agreement); and |
• | An aggregate cash distribution of $206.0 million. |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Accounts receivable, trade | $ | 32,906 | $ | 41,470 | |||
Other receivables | 205 | 268 | |||||
Allowance for uncollectible accounts, trade | (103 | ) | (189 | ) | |||
Accounts receivable, net | $ | 33,008 | $ | 41,549 |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Fuel-consignment and dealers | $ | 1,960 | $ | 1,527 | |||
Fuel-wholesale and bulk | 340 | 21,778 | |||||
Other | 681 | 703 | |||||
Inventories, net | $ | 2,981 | $ | 24,008 |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Land | $ | 34,122 | $ | 40,738 | |||
Buildings and leasehold improvements | 23,589 | 37,642 | |||||
Equipment | 16,049 | 22,899 | |||||
Construction in progress | 2,905 | 2,907 | |||||
Total property and equipment | 76,665 | 104,186 | |||||
Less: Accumulated depreciation | (8,492 | ) | (9,437 | ) | |||
Property and equipment, net | $ | 68,173 | $ | 94,749 |
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December 31, 2012 | March 31, 2013 | ||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Amortized | |||||||||||||||||||||||
Supply agreements | $ | 29,803 | $ | 8,674 | $ | 21,129 | $ | 30,047 | $ | 9,482 | $ | 20,565 | |||||||||||
Favorable leasehold arrangements, net | 236 | 39 | 197 | 236 | 42 | 194 | |||||||||||||||||
Loan origination costs | 1,907 | 102 | 1,805 | 1,907 | 197 | 1,710 | |||||||||||||||||
Other intangibles | 63 | 63 | — | 63 | 63 | — | |||||||||||||||||
Intangible assets, net | $ | 32,009 | $ | 8,878 | $ | 23,131 | $ | 32,253 | $ | 9,784 | $ | 22,469 |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Term loan, bearing interest at Prime or LIBOR plus an applicable margin | $ | 148,166 | $ | 122,066 | |||
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 35,590 | 58,600 | |||||
Notes payable, bearing interest at 6% | 1,099 | 1,093 | |||||
Total debt | 184,855 | 181,759 | |||||
Less: Current maturities | 24 | 24 | |||||
Long-term debt, net of current maturities | $ | 184,831 | $ | 181,735 |
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
Level 2 | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; |
Level 3 | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
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Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Store base rent | $ | 659 | $ | 204 | |||
Equipment rent | 411 | — | |||||
Net rent expense | $ | 1,070 | $ | 204 |
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Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Cash interest expense | $ | 107 | $ | 696 | |||
Amortization of loan costs | — | 95 | |||||
Cash interest income | (20 | ) | (108 | ) | |||
Interest expense, net | $ | 87 | $ | 683 |
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Three Months Ended | |||||||||||||
March 31, 2012 | March 31, 2013 | ||||||||||||
Predecessor | |||||||||||||
(in thousands) | Tax rate % | (in thousands) | Tax rate % | ||||||||||
Tax at statutory federal rate | $ | 926 | 35.0 | % | $ | 2,928 | 35.0 | % | |||||
Partnership earnings not subject to tax | — | — | % | (2,905 | ) | (34.7 | )% | ||||||
Corporate subsidiary earnings subject to tax | — | — | % | (23 | ) | (0.3 | )% | ||||||
State and local tax, net of federal benefit | 39 | 1.5 | % | 69 | 0.8 | % | |||||||
Other | 7 | 0.3 | % | — | — | % | |||||||
Tax expense per financial statement | $ | 972 | 36.8 | % | $ | 69 | 0.8 | % |
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Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Common Units | |||
Three Months Ended March 31, 2013 | |||
Distributions (a) | $ | 4,786 | |
Distributions in excess of income | (672 | ) | |
Limited partners' interest in net income | $ | 4,114 | |
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Subordinated Units | |||
Three Months Ended March 31, 2013 | |||
Distributions (a) | $ | 4,786 | |
Distributions in excess of income | (672 | ) | |
Limited partners' interest in net income | $ | 4,114 | |
(a) Distributions declared per unit | $0.4375 |
Marginal percentage interest in distributions | |||||||||
Total quarterly distribution per unit target amount | Unitholders | SUSS | |||||||
Minimum Quarterly Distribution | $ | 0.4375 | 100 | % | — | ||||
First Target Distribution | Above $0.4375 up to $0.503125 | 100 | % | — | |||||
Second Target Distribution | Above $0.503125 up to $0.546875 | 85 | % | 15 | % | ||||
Third Target Distribution | Above $0.546875 up to $0.656250 | 75 | % | 25 | % | ||||
Thereafter | Above $0.656250 | 50 | % | 50 | % |
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Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
Phantom common units | $ | — | $ | 123 | |||
Predecessor allocated expense | 235 | — | |||||
SUSS allocated expense | — | 281 | |||||
Total equity-based compensation expense | $ | 235 | $ | 404 |
Number of Phantom Common Units | Weighted-Average Grant Date Fair Value | |||||
Nonvested at December 31, 2011 | — | $ | — | |||
Granted | 32,500 | 23.09 | ||||
Nonvested at December 31, 2012 | 32,500 | 23.09 | ||||
Granted | 12,139 | 32.50 | ||||
Nonvested at March 31, 2013 | 44,639 | $ | 25.65 |
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Three Months Ended March 31, 2013 | |||
(dollars in thousands, except units and per unit amounts) | |||
Net income | $ | 8,227 | |
Less: General partner's interest in net income | — | ||
Limited partners' interest in net income | $ | 8,227 | |
Weighted average limited partner units outstanding: | |||
Common - basic | 10,939,436 | ||
Common - equivalents | 12,154 | ||
Common - diluted | 10,951,590 | ||
Subordinated - SUSS (basic and diluted) | 10,939,436 | ||
Net income per limited partner unit: | |||
Common - basic | $ | 0.38 | |
Common - diluted | $ | 0.38 | |
Subordinated - SUSS (basic and diluted) | $ | 0.38 |
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• | Distribution agreement - a 10-year agreement under which we will be the exclusive distributor of motor fuel to SUSS' existing Stripes® convenience stores and independently operated consignment locations, and to all future sites purchased by SUSP pursuant to the sale and leaseback option under the Omnibus Agreement, at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon. In addition, all future motor fuel volumes purchased by SUSS for its own account will be added to the distribution agreement pursuant to the terms of the Omnibus Agreement. |
• | Transportation agreement - a 10-year transportation logistics agreement, pursuant to which SUSS will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by SUSS to third parties for the delivery of motor fuel. |
• | SUSS contributed to SPOC substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included: |
• | marketer, distributor and supply agreements, |
• | fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets, |
• | real property owned in fee and personal property, |
• | leases and subleases under which it was a tenant, and |
• | leases and subleases under which it was a landlord. |
• | SPC contributed its membership interests in T&C Wholesale to SPOC. |
• | SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership and all of the incentive distribution rights of the Partnership. |
• | The Partnership sells motor fuel to SUSS for resale at its Stripes® convenience stores and independently operated consignment locations. Motor fuel sales to affiliates for the period ended March 31, 2013, were $730.7 million and resulted in gross profit of $7.4 million. Prior to September 25, 2012, the Predecessor sold motor fuel to affiliates at zero gross profit. Additionally, we collect credit card receipts from the motor fuel suppliers on SUSS' behalf. |
• | SUSS charged us for general and administrative services under the Omnibus Agreement for oversight of the Partnership and its Predecessor. Such amounts include certain expenses allocated by SUSS for general corporate services, such as finance, internal audit and legal services, which are included in general and administrative expenses. These expenses were charged or allocated to the Partnership based on the nature of the expenses and our proportionate share of employee time and headcount, which management believes to be reasonable. SUSS charged us $0.2 million during the quarter ended March 31, 2013. |
• | We reimbursed SUSS for costs of employees supporting our operations of $2.7 million during the quarter ended March 31, 2013. Prior to the IPO, these expenses were incurred directly by the Predecessor. |
• | We distributed $4.8 million during the quarter ended March 31, 2013 to SUSS as regular distributions on its common and subordinated units. |
• | SUSS charged us for transportation services under the Transportation Contract for delivery of motor fuel to our customers of $11.6 million for the quarter ended March 31, 2013. Prior to the IPO, these expenses were incurred directly by the Predecessor. |
• | SUSS charged the Predecessor for rent expense on certain real estate, which was in turn subleased by the Predecessor to dealers, of $0.3 million for the quarter ended March 31, 2012. No rent expense was incurred subsequent to the IPO. |
• | We acquired six convenience store properties from SUSS for $26.1 million during the quarter ended March 31, 2013. These stores were leased back to SUSS. Since our IPO, we have acquired a total of 14 convenience store properties from SUSS, for a total cost of $55.1 million, through March 31, 2013. |
• | We charged SUSS rent on the convenience store properties which were purchased by us and leased back to them. For the quarter ended March 31, 2013, we charged $0.8 million to SUSS on these leases. |
• | Net accounts receivable from SUSS were $59.5 million and $57.3 million at December 31, 2012 and March 31, 2013, respectively. |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Accounts receivable, trade | $ | 32,906 | $ | 41,470 | |||
Other receivables | 205 | 268 | |||||
Allowance for uncollectible accounts, trade | (103 | ) | (189 | ) | |||
Accounts receivable, net | $ | 33,008 | $ | 41,549 |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Fuel-consignment and dealers | $ | 1,960 | $ | 1,527 | |||
Fuel-wholesale and bulk | 340 | 21,778 | |||||
Other | 681 | 703 | |||||
Inventories, net | $ | 2,981 | $ | 24,008 |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Land | $ | 34,122 | $ | 40,738 | |||
Buildings and leasehold improvements | 23,589 | 37,642 | |||||
Equipment | 16,049 | 22,899 | |||||
Construction in progress | 2,905 | 2,907 | |||||
Total property and equipment | 76,665 | 104,186 | |||||
Less: Accumulated depreciation | (8,492 | ) | (9,437 | ) | |||
Property and equipment, net | $ | 68,173 | $ | 94,749 |
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December 31, 2012 | March 31, 2013 | ||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Amortized | |||||||||||||||||||||||
Supply agreements | $ | 29,803 | $ | 8,674 | $ | 21,129 | $ | 30,047 | $ | 9,482 | $ | 20,565 | |||||||||||
Favorable leasehold arrangements, net | 236 | 39 | 197 | 236 | 42 | 194 | |||||||||||||||||
Loan origination costs | 1,907 | 102 | 1,805 | 1,907 | 197 | 1,710 | |||||||||||||||||
Other intangibles | 63 | 63 | — | 63 | 63 | — | |||||||||||||||||
Intangible assets, net | $ | 32,009 | $ | 8,878 | $ | 23,131 | $ | 32,253 | $ | 9,784 | $ | 22,469 |
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December 31, 2012 | March 31, 2013 | ||||||
(in thousands) | |||||||
Term loan, bearing interest at Prime or LIBOR plus an applicable margin | $ | 148,166 | $ | 122,066 | |||
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 35,590 | 58,600 | |||||
Notes payable, bearing interest at 6% | 1,099 | 1,093 | |||||
Total debt | 184,855 | 181,759 | |||||
Less: Current maturities | 24 | 24 | |||||
Long-term debt, net of current maturities | $ | 184,831 | $ | 181,735 |
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Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Store base rent | $ | 659 | $ | 204 | |||
Equipment rent | 411 | — | |||||
Net rent expense | $ | 1,070 | $ | 204 |
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Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
(in thousands) | |||||||
Cash interest expense | $ | 107 | $ | 696 | |||
Amortization of loan costs | — | 95 | |||||
Cash interest income | (20 | ) | (108 | ) | |||
Interest expense, net | $ | 87 | $ | 683 |
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Three Months Ended | |||||||||||||
March 31, 2012 | March 31, 2013 | ||||||||||||
Predecessor | |||||||||||||
(in thousands) | Tax rate % | (in thousands) | Tax rate % | ||||||||||
Tax at statutory federal rate | $ | 926 | 35.0 | % | $ | 2,928 | 35.0 | % | |||||
Partnership earnings not subject to tax | — | — | % | (2,905 | ) | (34.7 | )% | ||||||
Corporate subsidiary earnings subject to tax | — | — | % | (23 | ) | (0.3 | )% | ||||||
State and local tax, net of federal benefit | 39 | 1.5 | % | 69 | 0.8 | % | |||||||
Other | 7 | 0.3 | % | — | — | % | |||||||
Tax expense per financial statement | $ | 972 | 36.8 | % | $ | 69 | 0.8 | % |
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Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Common Units | |||
Three Months Ended March 31, 2013 | |||
Distributions (a) | $ | 4,786 | |
Distributions in excess of income | (672 | ) | |
Limited partners' interest in net income | $ | 4,114 | |
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Subordinated Units | |||
Three Months Ended March 31, 2013 | |||
Distributions (a) | $ | 4,786 | |
Distributions in excess of income | (672 | ) | |
Limited partners' interest in net income | $ | 4,114 | |
(a) Distributions declared per unit | $0.4375 |
Marginal percentage interest in distributions | |||||||||
Total quarterly distribution per unit target amount | Unitholders | SUSS | |||||||
Minimum Quarterly Distribution | $ | 0.4375 | 100 | % | — | ||||
First Target Distribution | Above $0.4375 up to $0.503125 | 100 | % | — | |||||
Second Target Distribution | Above $0.503125 up to $0.546875 | 85 | % | 15 | % | ||||
Third Target Distribution | Above $0.546875 up to $0.656250 | 75 | % | 25 | % | ||||
Thereafter | Above $0.656250 | 50 | % | 50 | % |
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Three Months Ended | |||||||
March 31, 2012 | March 31, 2013 | ||||||
Predecessor | |||||||
Phantom common units | $ | — | $ | 123 | |||
Predecessor allocated expense | 235 | — | |||||
SUSS allocated expense | — | 281 | |||||
Total equity-based compensation expense | $ | 235 | $ | 404 |
Number of Phantom Common Units | Weighted-Average Grant Date Fair Value | |||||
Nonvested at December 31, 2011 | — | $ | — | |||
Granted | 32,500 | 23.09 | ||||
Nonvested at December 31, 2012 | 32,500 | 23.09 | ||||
Granted | 12,139 | 32.50 | ||||
Nonvested at March 31, 2013 | 44,639 | $ | 25.65 |
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