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1. |
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 (formerly known as Susser Petroleum Partners GP LLC), our general partner (“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"). The ETP Merger 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, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”), 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 (NYSE: SUSP) changed its name to Sunoco LP (“SUN”, NYSE: 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 and our consolidated subsidiaries, unless the context clearly indicates otherwise.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we are the primary beneficiary. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Starting in fiscal 2014, we are also an operator of convenience retail stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii. As a result of our July 31, 2015 acquisition of Susser from ETP, we are also an operator of convenience retail stores in Texas, Oklahoma, and New Mexico. Our recent acquisitions are intended to complement and expand our wholesale distribution business and diversify both geographically and through retail operations.
On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). Because we have a controlling financial interest in Sunoco LLC, our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.
Results of operations for the Mid-Atlantic Convenience Stores, LLC ("MACS"), Sunoco LLC, and Susser acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. See Note 3 for further information.
Prior to September 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 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, New Mexico 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, a Virginia limited liability company, distributes motor fuel, primarily in Virginia, Maryland, Tennessee, and Georgia. |
• |
MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, primarily in Virginia, Maryland, Tennessee, and Georgia. |
• |
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, distributes motor fuel and owns and operates convenience stores on the Hawaiian Islands. |
• |
Sunoco LLC, a Delaware limited liability company formed on June 1, 2014, in which we own a 31.58% membership interest, primarily distributes motor fuels across more than 26 states throughout the East Coast and Southeast regions of the United States. |
• |
Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes branded convenience stores and transports motor fuel under GoPetro Transport LLC. |
All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain line items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.
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2. |
Summary of Significant Accounting Policies |
Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 27, 2015.
Significant Accounting Policies
Cash and Cash Equivalents. Sunoco LLC has a treasury services agreement with an indirect wholly-owned subsidiary of ETP, Sunoco, Inc. Pursuant to this agreement, Sunoco LLC participates in Sunoco, Inc.’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc., through Sunoco, Inc.’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. This cash management policy differs from our remaining cash policies, which are unchanged from December 31, 2014. The net balance of Sunoco LLC is reflected in Advances from affiliates on the consolidated balance sheets.
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. Beginning in the first quarter of 2015, we allocated 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 18).
As of September 30, 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.
FASB ASU No. 2015-14. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date," which amends the effective date of ASU No. 2014-09. The updates clarify the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 amends the effective date to financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2015-14 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are continuing to evaluate the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.
FASB ASU No. 2015-15. In August 2015, the FASB issued ASU No. 2015-15 "Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting)." As the guidance in Update 2015-03 (discussed above) does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, Update 2015-15 clarifies that such debt issuance costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. 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. 2015-16. In August 2015, the FASB issued ASU No. 2015-16 "Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments." This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Additionally, this update requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Finally, this update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.
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3. |
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 August 29, 2014, the date of the merger. 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 determined the fair value of our assets and liabilities as of August 31, 2014. We determined the value of goodwill by giving consideration to the following qualitative factors:
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• |
synergies created from a reduction in workforce; |
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• |
synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale; and |
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• |
the consideration of the highest and best use of the assets through discussion among the management group, the qualitative characteristics of the assets acquired, observations from past transactions within the industry regarding the use of assets subsequent to the respective acquisitions, and senior management’s future plans for the assets acquired and the related forecasts. |
Our identifiable intangible assets consist primarily of dealer relationships, the fair value of which were determined 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 enterprise value over the fair value of our assets and liabilities. In connection with the finalization of the ETP Merger valuation, an adjustment of $15.1 million was made to reduce the amounts of goodwill and deferred tax liability, and increase property and equipment.
The following table summarizes the final "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):
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August 31, 2014 |
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Current assets |
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$ |
171,434 |
|
Property and equipment |
|
|
274,510 |
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Goodwill |
|
|
574,876 |
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Intangible assets |
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|
70,473 |
|
Other noncurrent assets |
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|
811 |
|
Current liabilities |
|
|
(150,657 |
) |
Other noncurrent liabilities |
|
|
(245,663 |
) |
Net assets |
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$ |
695,784 |
|
Acquisitions
MACS Acquisition
On October 1, 2014, we acquired 100% of the membership interests of 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 2014 Revolver borrowing was repaid during the fourth quarter of 2014, 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 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 August 31, 2014.
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, including initial tax accounting related to the transaction (in thousands):
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|
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 |
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|
586,908 |
|
Net deemed contribution |
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|
(21,095 |
) |
Cash acquired |
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|
(60,798 |
) |
Total cash consideration, net of cash acquired |
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$ |
505,015 |
|
Goodwill acquired in connection with the MACS acquisition is deductible for tax purposes.
Aloha Acquisition
On December 16, 2014, we completed the acquisition of 100% of the stock of Aloha, 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. The adjusted purchase price for Aloha was approximately $267.0 million in cash, subject to a post-closing earn-out we have estimated at $18.3 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 $18.3 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 $14.1 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.
Management, with the assistance of a third party valuation firm, preliminarily determined the fair value of the assets and liabilities at the date of acquisition. We determined the value of goodwill by giving consideration to the following qualitative factors:
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synergies created through increased fuel purchasing advantages, merchandising and improved “buying power” reflecting economies of scale; |
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• |
strategic advantages of Aloha due to its particular assets; |
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Aloha’s history; |
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the nature of Aloha’s products and services and its competitive position in the marketplaces; and |
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Aloha’s competitors in the geographically isolated market. |
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. An adjustment of $49.1 million was made to reduce the amount of goodwill related to the Aloha acquisition and increase tangible and intangible assets offset by an increase in deferred tax liability. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation.
The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):
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December 16, 2014 |
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Current assets |
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$ |
67,012 |
|
Property and equipment |
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|
127,833 |
|
Goodwill |
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|
105,698 |
|
Intangible assets |
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|
74,706 |
|
Other noncurrent assets |
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|
732 |
|
Current liabilities |
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|
(20,127 |
) |
Other noncurrent liabilities |
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|
(70,465 |
) |
Total consideration |
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285,389 |
|
Cash acquired |
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|
(30,597 |
) |
Contingent consideration |
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(18,300 |
) |
Total cash consideration, net of cash acquired and contingent consideration |
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$ |
236,492 |
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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.
Sunoco LLC Acquisition
On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of approximately $775.0 million in cash (the “Cash Consideration”) and $40.8 million in 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. The Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”) of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail 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”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail.
We have a controlling financial interest in Sunoco LLC as a result of our 50.1% voting interest, therefore our consolidated financial statements include 100% of Sunoco LLC. The 68.42% membership interest in Sunoco LLC that we do not own is presented as noncontrolling interest in our consolidated financial statements.
The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s 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 Sunoco LLC from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $24.5 million of net income for the three months ended March 31, 2015 as well as $1.1 billion of Sunoco LLC revenues and $28.8 million of net loss for the one month ended September 30, 2014. Preacquisition equity of Sunoco LLC is presented as predecessor equity in our consolidated financial statements.
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):
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August 31, 2014 |
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Current assets |
|
$ |
1,140,109 |
|
Property and equipment |
|
|
384,100 |
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Intangible assets |
|
|
182,477 |
|
Other noncurrent assets |
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|
2,238 |
|
Current liabilities |
|
|
(641,400 |
) |
Other noncurrent liabilities |
|
|
(7,293 |
) |
Net assets |
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|
1,060,231 |
|
Net deemed contribution |
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|
(285,231 |
) |
Cash acquired |
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|
(44 |
) |
Total cash consideration, net of cash acquired |
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$ |
774,956 |
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Susser Acquisition
On July 31, 2015, we acquired 100% of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”) and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors” and each, a “Contributor”), for total consideration of approximately $966.9 million in cash (the “Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015.
Pursuant to the terms of the Susser Contribution Agreement, (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units are entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) do not share in distributions of cash to the extent such cash is derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) are subordinated to the common units during the subordination period for the subordinated units and are not entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters.
Furthermore, the Class A Units (a) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (b) are not convertible into common units or any other unit of the Partnership and (c) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries. Distributions made to holders of Class A Units are disregarded for purposes of determining distributions on the Partnership’s incentive distribution rights.
In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Unit Consideration”) to restore the economic benefit of the common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors.
The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s 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 Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.6 billion of Susser revenues and $18.1 million of net income for the period from January 1, 2015 through July 31, 2015 as well as $169.3 million of Susser revenues and $1.0 million of net income for the one month ended September 30, 2014. Preacquisition equity of Susser is presented as predecessor equity in our consolidated financial statements.
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):
|
|
August 31, 2014 |
|
|
Current assets |
|
$ |
153,443 |
|
Property and equipment |
|
|
983,900 |
|
Goodwill |
|
|
976,631 |
|
Intangible assets |
|
|
541,054 |
|
Other noncurrent assets |
|
|
38,216 |
|
Current liabilities |
|
|
(246,009 |
) |
Other noncurrent liabilities |
|
|
(842,310 |
) |
Net assets |
|
|
1,604,926 |
|
Net deemed contribution |
|
|
(574,269 |
) |
Cash acquired |
|
|
(63,801 |
) |
Total cash consideration, net of cash acquired |
|
$ |
966,855 |
|
Other Acquisitions
On August 10, 2015, we acquired 27 convenience stores in the Upper Rio Grande Valley from Aziz Convenience Stores, L.L.C. for $41.6 million. The Partnership allocated the total purchase consideration to the assets acquired based on their preliminary estimate of their respective fair values at the purchase date. The acquisition increased goodwill by $4.3 million.
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4. |
Variable Interest Entities |
MACS 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 37 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 33 of these leases, by paying the associated mortgage debt of up to $54.3 million, and by paying $21.2 million less certain amounts denoted as accrued excess rent. Creditors under the agreements do not have recourse to the Partnership's assets in the event of default on the VIE long-term debt (see Note 11). Because of the variable interest purchase option described above, as well as the terms of the leases, the Partnership is determined to be the primary beneficiary of these variable interest entities, and therefore we have consolidated these entities. In determining whether the Partnership is the primary beneficiary, we took into consideration the following:
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• |
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 are presented in the parenthetical amounts on our Consolidated Balance Sheets.
|
5. |
Accounts Receivable |
Accounts receivable, excluding receivables from affiliates, consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Accounts receivable, trade |
|
$ |
193,199 |
|
|
$ |
223,156 |
|
Credit card receivables |
|
|
37,277 |
|
|
|
50,282 |
|
Vendor receivables for rebates, branding, and other |
|
|
16,536 |
|
|
|
16,380 |
|
Other receivables |
|
|
14,033 |
|
|
|
32,068 |
|
Allowance for doubtful accounts |
|
|
(3,980 |
) |
|
|
(4,046 |
) |
Accounts receivable, net |
|
$ |
257,065 |
|
|
$ |
317,840 |
|
|
6. |
Inventories |
Due to changes in fuel prices, we recorded a $205.3 million and a $34.3 million write-down of the value of fuel inventory at December 2014 and September 2015, respectively. Allowances are immaterial for separate disclosure and are included within the “Other” line item.
Inventories consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Fuel-retail |
|
$ |
31,934 |
|
|
$ |
33,249 |
|
Fuel-other wholesale |
|
|
302,675 |
|
|
|
215,666 |
|
Fuel-consignment |
|
|
7,337 |
|
|
|
3,767 |
|
Merchandise |
|
|
83,790 |
|
|
|
81,954 |
|
Equipment and maintenance spare parts |
|
|
11,210 |
|
|
|
12,738 |
|
Other |
|
|
3,348 |
|
|
|
3,239 |
|
Inventories, net |
|
$ |
440,294 |
|
|
$ |
350,613 |
|
|
7. |
Property and Equipment |
Property and equipment consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Land |
|
$ |
667,323 |
|
|
$ |
756,030 |
|
Buildings and leasehold improvements |
|
|
866,062 |
|
|
|
957,927 |
|
Equipment |
|
|
541,397 |
|
|
|
708,255 |
|
Construction in progress |
|
|
96,020 |
|
|
|
53,278 |
|
Total property and equipment |
|
|
2,170,802 |
|
|
|
2,475,490 |
|
Less: accumulated depreciation |
|
|
(89,676 |
) |
|
|
(177,486 |
) |
Property and equipment, net |
|
$ |
2,081,126 |
|
|
$ |
2,298,004 |
|
|
8. |
Assets Held for Sale |
Assets held for sale are currently under contract for sale and are expected to close within one year. The disposition of assets held for sale during the three and nine month periods ended September 30, 2014 and September 30, 2015 resulted in an immaterial gain or loss. These are included in gain/loss on disposal of assets in the Consolidated Statements of Operations and Comprehensive Income. As of December 31, 2014 and September 30, 2015, we had assets held for sale of $1.1 million and $1.9 million, respectively. These are included in other noncurrent assets on the Consolidated Balance Sheet.
|
9. |
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 September 30, 2015, we had $1.9 billion and $1.8 billion of goodwill, respectively, recorded in conjunction with past business combinations. The 2014 impairment analysis indicated no impairment in goodwill. During 2015, we continued our evaluation of the Aloha purchase accounting with the assistance of a third party valuation firm. An adjustment related to the Aloha acquisition of $49.1 million was made to reduce goodwill and increase tangible and intangible assets, offset by an increase in deferred tax liability. See Note 3 for the preliminary estimated fair values of Aloha's assets and liabilities as of the date of acquisition.
In connection with the finalization of the ETP Merger valuation, an adjustment of $15.1 million was made to reduce goodwill and deferred tax liability, and increase property and equipment.
As of September 30, 2015, we evaluated potential impairment indicators. We believe no impairment occurred during the third 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 period from January 1, 2015 through September 30, 2015.
The Partnership has indefinite-lived intangible assets recorded that are not amortized. These indefinite-lived assets consist of tradenames, franchise rights, contractual rights, and liquor licenses. Tradenames, franchise rights, and liquor licenses relate to our retail segment while contractual rights relate to our wholesale segment.
In accordance with ASC 350 “Intangibles-Goodwill and Other,” the Partnership has finite-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 amortized over a period of approximately five to 20 years. Favorable leasehold arrangements are amortized over an average period of approximately 15 years. Non-competition agreements are 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.
Prior to December 31, 2014, our Stripes and Laredo Taco Company tradenames were amortized over 30 years. As of January 1, 2015, management deemed the Stripes and Laredo Taco Company tradenames to be finite-lived assets and ceased amortization, retrospectively applying the indefinite lived designation beginning on September 1, 2014.
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 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 |
|
|
September 30, 2015 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
||
|
|
Carrying |
|
|
Accumulated |
|
|
Net Book |
|
|
Carrying |
|
|
Accumulated |
|
|
Net Book |
|
||||||
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
||||||
Indefinite-lived |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames |
|
$ |
498,937 |
|
|
$ |
6,508 |
|
|
$ |
492,429 |
|
|
$ |
493,058 |
|
|
$ |
6,508 |
|
|
$ |
486,550 |
|
Franchise rights |
|
|
329 |
|
|
|
— |
|
|
|
329 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Contractual rights |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,000 |
|
|
|
— |
|
|
|
24,000 |
|
Liquor licenses |
|
|
16,000 |
|
|
|
— |
|
|
|
16,000 |
|
|
|
16,000 |
|
|
|
— |
|
|
|
16,000 |
|
Finite-lived |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relations including supply agreements |
|
|
447,821 |
|
|
|
98,602 |
|
|
|
349,219 |
|
|
|
535,405 |
|
|
|
134,504 |
|
|
|
400,901 |
|
Favorable leasehold arrangements, net |
|
|
25,530 |
|
|
|
1,158 |
|
|
|
24,372 |
|
|
|
25,794 |
|
|
|
1,412 |
|
|
|
24,382 |
|
Loan origination costs |
|
|
7,611 |
|
|
|
381 |
|
|
|
7,230 |
|
|
|
28,068 |
|
|
|
1,691 |
|
|
|
26,377 |
|
Other intangibles |
|
|
4,604 |
|
|
|
728 |
|
|
|
3,876 |
|
|
|
3,675 |
|
|
|
1,294 |
|
|
|
2,381 |
|
Intangible assets, net |
|
$ |
1,000,832 |
|
|
$ |
107,377 |
|
|
$ |
893,455 |
|
|
$ |
1,126,000 |
|
|
$ |
145,409 |
|
|
$ |
980,591 |
|
|
10. |
Accrued Expenses and Other Current Liabilities |
Current accrued expenses and other current liabilities consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Wage and other employee-related accrued expenses |
|
$ |
29,002 |
|
|
$ |
22,485 |
|
Franchise agreement termination accrual |
|
|
4,579 |
|
|
|
4,478 |
|
Accrued tax expense |
|
|
142,772 |
|
|
|
142,690 |
|
Accrued insurance and environmental |
|
|
14,332 |
|
|
|
24,632 |
|
Accrued interest expense |
|
|
1,583 |
|
|
|
33,684 |
|
Deposits and other |
|
|
98,779 |
|
|
|
25,808 |
|
Total |
|
$ |
291,047 |
|
|
$ |
253,777 |
|
|
11. |
Long-Term Debt |
Long-term debt consists of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Sale leaseback financing obligation |
|
$ |
126,643 |
|
|
$ |
123,093 |
|
Senior term loan on Uphoff properties ("VIE Debt", see Note 4) |
|
|
56,452 |
|
|
|
54,793 |
|
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin |
|
|
683,378 |
|
|
|
875,000 |
|
6.375% Senior Notes Due 2023 |
|
|
— |
|
|
|
800,000 |
|
5.500% Senior Notes Due 2020 |
|
|
— |
|
|
|
600,000 |
|
Notes payable, bearing interest at 6% and 4% at Sunoco LP |
|
|
3,552 |
|
|
|
3,532 |
|
Capital lease obligations |
|
|
494 |
|
|
|
344 |
|
Note payable, bearing interest at 7% at Susser |
|
|
457 |
|
|
|
446 |
|
Promissory note with ETP at Susser |
|
|
235,000 |
|
|
|
— |
|
Total debt |
|
|
1,105,976 |
|
|
|
2,457,208 |
|
Less: current maturities |
|
|
13,772 |
|
|
|
13,762 |
|
Long-term debt, net of current maturities |
|
$ |
1,092,204 |
|
|
$ |
2,443,446 |
|
5.500% Senior Notes Due 2020
On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015 (the “2020 Indenture”), among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes.
Net proceeds of $592.5 million were used to fund a portion of the cash consideration for the Susser acquisition.
6.375% Senior Notes Due 2023
On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800.0 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015 (the “2023 Indenture”), among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes are senior in right of payment to any of the 2023 Issuers’ and each 2023 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2023 Senior Notes and guarantees. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes. ETP Retail provided a guarantee of collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETP Retail is not subject to any of the covenants under the 2023 Indenture.
Net proceeds of $786.5 million were used to fund the cash consideration for our Sunoco LLC acquisition and repay borrowings under our 2014 Revolver (as defined below).
Revolving Credit Agreement
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 2014 Revolver). The 2014 Revolver includes an accordion feature providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit facility (the “2012 Revolver”) entered into in connection with the IPO. Effective April 8, 2015, in connection with the Sunoco LLC acquisition, we entered into a Specified Acquisition Period (as defined in the 2014 Revolver) in which our leverage ratio compliance requirements were adjusted upward. Such Specified Acquisition Period ended on August 19, 2015 and concurrently in connection with the Susser acquisition, we entered into a new Specified Acquisition Period.
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, pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the Partnership’s 2014 Revolver and (ii) make certain amendments to the 2014 Revolver as described in the First Amendment. After giving effect to the First Amendment, the 2014 Revolver permits the Partnership to borrow up to $1.5 billion on a revolving credit basis.
As of September 30, 2015, the balance on the 2014 Revolver was $875.0 million, and $11.8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2015 was $613.2 million. The Partnership was in compliance with all financial covenants at September 30, 2015.
Guaranty by Susser of 2014 Revolver
Susser entered into a Guaranty of Collection (the “Guaranty”) in connection with a Term Loan and the 2012 Revolver, which was transferred to the 2014 Revolver. Pursuant to the Guaranty, Susser guaranteed the collection of the principal amount outstanding under the 2014 Revolver. Susser’s obligation under the Guaranty was limited to $180.7 million. Susser was not required to make payments under the Guaranty unless and until (a) the Partnership failed to make a payment on the 2014 Revolver, (b) the obligations under such facilities were accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, were exhausted and (d) the applicable lenders failed to collect the full amount owing on such facilities. In addition, Susser entered into a Reimbursement Agreement with PropCo, whereby Susser was obligated to reimburse PropCo for any amounts paid by PropCo under the Guaranty of the 2014 Revolver executed by our subsidiaries. Susser’s exposure under this reimbursement agreement was limited, when aggregated with its obligation under the Guaranty, to $180.7 million. Subsequent to the closing of the Susser acquisition, Susser and its material subsidiaries (as defined by the 2014 Revolver) were joined to the 2014 Revolver as subsidiary guarantors and Susser was released from the Guaranty.
Variable Interest Entity Debt
Our consolidated VIEs (resulting from the MACS acquisition) have a senior term loan (“VIE Debt”), collateralized by certain real and personal properties of the consolidated variable interest entities. The VIE Debt bears interest at LIBOR plus 3.75%, with a floor of 4.5%. As of September 30, 2015, the interest rate was 4.5% and the balance outstanding was $33.0 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 $21.8 million consists of loans collateralized by equipment and property. The average stated interest rate for these loans was approximately 5.4% as of September 30, 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 September 30, 2015 was $123.1 million.
Promissory Note with ETP
On August 29, 2014, in connection with the merger with ETP, Susser entered into a promissory note with HHI, providing Susser with a line of credit of up to $350 million, maturing on December 31, 2017. Initial borrowings under the promissory note were used to repay the 2013 Susser Revolver and to fund miscellaneous closing costs associated with the merger with ETP. Borrowings under the promissory note accrued interest at a rate equal to the three month London interbank offer rate plus 1.5%. Susser paid interest on the unpaid principal balance on the first business day of each month. The promissory note was canceled in connection with the closing of the Susser acquisition by SUN with a balance of $255.0 million. As of September 30 2015, there were no amounts due and outstanding under the promissory note.
Other Debt
In July 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 September 30, 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 as part of the acquisition of Gainesville Fuel, Inc. The balance outstanding at December 31, 2014 and September 30, 2015 was $2.5 million. The term loan bears interest at a fixed rate of 4.0%.
In December 2011, Susser entered into a promissory note for an aggregate initial principal amount of $0.5 million. The balance outstanding at December 31, 2014 and September 30, 2015 was $0.5 million. The promissory note bears interest at a fixed rate of 7%.
The estimated fair value of long-term debt is calculated using Level 3 inputs (See Note 12). The fair value of debt as of September 30, 2015, is estimated to be approximately $2.4 billion, 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 $1.1 million with accumulated depreciation of $1.0 million at each December 31, 2014 and September 30, 2015.
|
12. |
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 September 30, 2015.
|
13. |
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):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Cash rent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Store base rent |
|
$ |
147 |
|
|
$ |
5,060 |
|
|
$ |
20,394 |
|
|
$ |
562 |
|
|
$ |
5,060 |
|
|
$ |
60,843 |
|
Equipment and other rent (1) |
|
|
47 |
|
|
|
95 |
|
|
|
3,017 |
|
|
|
155 |
|
|
|
95 |
|
|
|
9,238 |
|
Total cash rent |
|
|
194 |
|
|
|
5,155 |
|
|
|
23,411 |
|
|
|
717 |
|
|
|
5,155 |
|
|
|
70,081 |
|
Non-cash rent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rent |
|
|
2 |
|
|
|
78 |
|
|
|
175 |
|
|
|
12 |
|
|
|
78 |
|
|
|
16 |
|
Amortization of deferred gain |
|
|
— |
|
|
|
(185 |
) |
|
|
— |
|
|
|
— |
|
|
|
(185 |
) |
|
|
— |
|
Net rent expense |
|
$ |
196 |
|
|
$ |
5,048 |
|
|
$ |
23,586 |
|
|
$ |
729 |
|
|
$ |
5,048 |
|
|
$ |
70,097 |
|
(1) |
Equipment rent consists primarily of store equipment and vehicles. |
|
14. |
Interest Expense and Interest Income |
The components of net interest expense are as follows (in thousands):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Interest expense (1) |
|
$ |
1,420 |
|
|
$ |
1,783 |
|
|
$ |
27,918 |
|
|
$ |
4,516 |
|
|
$ |
1,783 |
|
|
$ |
57,501 |
|
Amortization of loan costs |
|
|
87 |
|
|
|
1,606 |
|
|
|
1,089 |
|
|
|
313 |
|
|
|
1,606 |
|
|
|
2,291 |
|
Interest income |
|
|
(16 |
) |
|
|
(18 |
) |
|
|
(490 |
) |
|
|
(62 |
) |
|
|
(18 |
) |
|
|
(2,100 |
) |
Interest expense, net |
|
$ |
1,491 |
|
|
$ |
3,371 |
|
|
$ |
28,517 |
|
|
$ |
4,767 |
|
|
$ |
3,371 |
|
|
$ |
57,692 |
|
(1) |
Interest expense related to the VIEs is approximately $0.8 million, $2.3 million, and $7.0 million for the one month ended September 2014 and the three and nine months ended September 30, 2015. |
|
15. |
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 and nine months ended September 30, 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, Aloha, Sunoco LLC, and Susser 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 and nine months ended September 30, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|||||||||||||||
|
|
Predecessor |
|
|
Successor |
|
||||||||||||||||||
Tax at statutory federal rate |
|
$ |
1,006 |
|
|
|
35.0 |
% |
|
$ |
(7,861 |
) |
|
|
35.0 |
% |
|
$ |
19,730 |
|
|
|
35.0 |
% |
Partnership earnings not subject to tax |
|
|
(993 |
) |
|
|
(34.6 |
)% |
|
|
9,291 |
|
|
|
(41.4 |
)% |
|
|
(6,820 |
) |
|
|
(12.1 |
)% |
Other |
|
|
— |
|
|
|
0.0 |
% |
|
|
(452 |
) |
|
|
2.0 |
% |
|
|
2,101 |
|
|
|
3.7 |
% |
State and local tax, net of federal benefit |
|
|
78 |
|
|
|
2.7 |
% |
|
|
2 |
|
|
|
0.0 |
% |
|
|
13,961 |
|
|
|
24.8 |
% |
Net income tax expense |
|
$ |
91 |
|
|
|
3.1 |
% |
|
$ |
980 |
|
|
|
(4.4 |
)% |
|
$ |
28,972 |
|
|
|
51.4 |
% |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
|||||||||||||||
|
|
Predecessor |
|
|
Successor |
|
||||||||||||||||||
Tax at statutory federal rate |
|
$ |
7,956 |
|
|
|
35.0 |
% |
|
$ |
(7,861 |
) |
|
|
35.0 |
% |
|
$ |
75,429 |
|
|
|
35.0 |
% |
Partnership earnings not subject to tax |
|
|
(7,978 |
) |
|
|
(35.1 |
)% |
|
|
9,291 |
|
|
|
(41.4 |
)% |
|
|
(47,422 |
) |
|
|
(22.0 |
)% |
Other |
|
|
— |
|
|
|
0.0 |
% |
|
|
(452 |
) |
|
|
2.0 |
% |
|
|
1,465 |
|
|
|
0.7 |
% |
State and local tax, net of federal benefit |
|
|
240 |
|
|
|
1.1 |
% |
|
|
2 |
|
|
|
0.0 |
% |
|
|
14,185 |
|
|
|
6.6 |
% |
Net income tax expense |
|
$ |
218 |
|
|
|
1.0 |
% |
|
$ |
980 |
|
|
|
(4.4 |
)% |
|
$ |
43,657 |
|
|
|
20.3 |
% |
The increase in the effective tax rate for the three and nine months ended September 30, 2015 was primarily due to an increase in corporate subsidiary earnings subject to tax and statutory rate changes as a result of the Susser acquisition.
|
16. |
Partners’ Capital |
As of September 30, 2015, ETP or its subsidiaries owned 26,837,310 common units and 10,939,436 subordinated units, which together constitute a 50.8% ownership interest in us. As of September 30, 2015, our fully consolidating subsidiaries owned 11,018,744 Class A units and the public owned 25,536,329 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 ETE.
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Attributable to Common Units
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Distributions (a) |
|
$ |
— |
|
|
$ |
9,447 |
|
|
$ |
39,039 |
|
|
$ |
11,297 |
|
|
$ |
9,447 |
|
|
$ |
76,172 |
|
Distributions in excess of income |
|
|
1,398 |
|
|
|
(10,457 |
) |
|
|
(24,035 |
) |
|
|
(29 |
) |
|
|
(10,457 |
) |
|
|
(44,349 |
) |
Limited partners' interest in net income |
|
$ |
1,398 |
|
|
$ |
(1,010 |
) |
|
$ |
15,004 |
|
|
$ |
11,268 |
|
|
$ |
(1,010 |
) |
|
$ |
31,823 |
|
Attributable to Subordinated Units
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Distributions (a) |
|
$ |
— |
|
|
$ |
9,349 |
|
|
$ |
8,154 |
|
|
$ |
11,207 |
|
|
$ |
9,349 |
|
|
$ |
22,796 |
|
Distributions in excess of income |
|
|
1,385 |
|
|
|
(10,350 |
) |
|
|
(4,404 |
) |
|
|
(29 |
) |
|
|
(10,350 |
) |
|
|
(11,564 |
) |
Limited partners' interest in net income |
|
$ |
1,385 |
|
|
$ |
(1,001 |
) |
|
$ |
3,750 |
|
|
$ |
11,178 |
|
|
$ |
(1,001 |
) |
|
$ |
11,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Distributions declared per unit to unitholders as of record date |
|
$ |
— |
|
|
$ |
0.5457 |
|
|
$ |
0.7454 |
|
|
$ |
1.0218 |
|
|
$ |
0.5457 |
|
|
$ |
2.0838 |
|
For the periods presented prior to July 31, 2015, our subordinate units were held by Susser. Beginning on July 31, 2015, in connection with the closing of the Susser Acquisition, the outstanding units held by Susser were converted into Class A units and 10,939,436 new subordinate units were issued to ETP.
Class A Units
Pursuant to the terms of the Susser Contribution Agreement, (i) 79,308 common units held by a wholly owned subsidiary of Susser were exchanged for 79,308 Class A Units and (ii) 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A units.
The Class A Units are entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) do not share in distributions of cash to the extent such cash is derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) are subordinated to the common units during the subordination period for the subordinated units and are not entitled to receive any distributions until holders of the common units have received the minimum quarterly distribution plus any arrearages in the payment of the minimum quarterly distribution from prior quarters.
Furthermore, the Class A Units (a) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (b) are not convertible into common units or any other unit of the Partnership and (c) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries. Distributions made to holders of Class A Units are disregarded for purposes of determining distributions on the Partnership’s incentive distribution rights.
Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the three months ended September 30, 2015, Class A distributions declared totaled $3.6 million, or $0.3279 per unit.
Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the holder of our incentive distribution rights (“IDR”s) 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. In July 2015, ETP announced the exchange of 21.0 million common ETP units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of the IDRs of Sunoco LP. ETP had previously 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 declared during 2015.
Payment Date |
|
Per Unit Distribution |
|
|
Total Cash Distribution |
|
|
Distribution to IDR Holders |
|
|||
|
|
|
|
|
|
( in thousands) |
|
|||||
November 27, 2015 |
|
$ |
0.7454 |
|
|
$ |
47,194 |
|
|
$ |
8,441 |
|
August 28, 2015 |
|
$ |
0.6934 |
|
|
$ |
28,661 |
|
|
$ |
3,362 |
|
May 29, 2015 |
|
$ |
0.6450 |
|
|
$ |
23,113 |
|
|
$ |
1,449 |
|
February 27, 2015 |
|
$ |
0.6000 |
|
|
$ |
21,023 |
|
|
$ |
891 |
|
|
17. |
Unit-Based Compensation |
Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income is as follows (in thousands):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Phantom common units (1) |
|
$ |
372 |
|
|
$ |
1,893 |
|
|
$ |
1,781 |
|
|
$ |
604 |
|
|
$ |
1,893 |
|
|
$ |
3,416 |
|
Allocated expense from Parent (2) |
|
|
2,836 |
|
|
|
610 |
|
|
|
113 |
|
|
|
4,088 |
|
|
|
610 |
|
|
|
113 |
|
Total equity-based compensation expense |
|
$ |
3,208 |
|
|
$ |
2,503 |
|
|
$ |
1,894 |
|
|
$ |
4,692 |
|
|
$ |
2,503 |
|
|
$ |
3,529 |
|
(1) |
Excludes unit-based compensation expense related to units issued to non-employees. |
(2) |
Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP |
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 nine months ended September 30, 2015, 287,749 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 $18.3 million as of September 30, 2015, which is expected to be recognized over a weighted average period of 3.04 years. The fair value of nonvested service phantom units outstanding as of September 30, 2015 totaled $22.6 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 |
|
|
287,749 |
|
|
|
49.68 |
|
Forfeited |
|
|
(60,846 |
) |
|
|
39.23 |
|
Nonvested at September 30, 2015 (Successor) |
|
|
468,138 |
|
|
|
48.25 |
|
Cash Awards
In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. 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 $1.0 million as of September 30, 2015, which is expected to be recognized over a weighted average period of 2.2 years. The fair value of nonvested cash awards outstanding as of September 30, 2015 totaled $1.6 million.
|
18. |
Segment Reporting |
Segment information is prepared on the same basis that our CODM reviews financial information for operational decision-making purposes. Beginning in September 2014, with the acquisition of MACS, we began operating our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. As a result, the Predecessor periods operated as one segment, wholesale, and the Successor period operated with our wholesale and retail segments. No operating segments have been aggregated in identifying the two reportable segments.
During the first quarter of 2015, we elected to begin allocating the revenue and costs previously reported in “All Other” to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment EBITDA.
Wholesale Segment
Our wholesale segment purchases fuel from a number of refiners and supplies it to our retail segment, to our affiliate Sunoco, Inc., to independently-operated dealer stations under long-term supply agreements and to other end users of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sub-lease.
Retail Segment
Our retail segment, inclusive of the recently acquired Susser assets, operates branded retail convenience stores in Texas, New Mexico, Oklahoma, Virginia, Maryland, Tennessee, Georgia, and Hawaii, offering motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards, wireless services and movie rentals.
We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. Adjusted EBITDA further adjusts EBITDA to reflect certain other non-recurring and non-cash items. Effective September 1, 2014, as a result of the ETP Merger and in an effort to conform the method by which we measure our business to that of ETP’s operations, we now define Adjusted EBITDA to also include adjustments for unrealized gains and losses on commodity derivatives and inventory fair value adjustments.
The following tables present financial information by segment for the one month ended September 30, 2014 and each of the three and nine months ended September 30, 2015:
Segment Financial Data for the One Month Ended September 30, 2014
(in thousands)
|
|
Wholesale Segment |
|
|
Retail Segment |
|
|
Intercompany Eliminations |
|
|
Totals |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel sales |
|
$ |
— |
|
|
$ |
350,689 |
|
|
|
|
|
|
$ |
350,689 |
|
Wholesale motor fuel sales to third parties |
|
|
1,021,267 |
|
|
|
— |
|
|
|
|
|
|
|
1,021,267 |
|
Wholesale motor fuel sales to affiliates |
|
|
271,726 |
|
|
|
— |
|
|
|
|
|
|
|
271,726 |
|
Merchandise sales |
|
|
— |
|
|
|
115,070 |
|
|
|
|
|
|
|
115,070 |
|
Rental income |
|
|
2,286 |
|
|
|
245 |
|
|
|
|
|
|
|
2,531 |
|
Other income |
|
|
3,908 |
|
|
|
5,392 |
|
|
|
|
|
|
|
9,300 |
|
Intersegment sales |
|
|
5,994 |
|
|
|
— |
|
|
|
(5,994 |
) |
|
|
— |
|
Total revenue |
|
|
1,305,181 |
|
|
|
471,396 |
|
|
|
(5,994 |
) |
|
|
1,770,583 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel |
|
|
— |
|
|
|
24,151 |
|
|
|
|
|
|
|
24,151 |
|
Wholesale motor fuel |
|
|
(7,432 |
) |
|
|
— |
|
|
|
|
|
|
|
(7,432 |
) |
Merchandise |
|
|
— |
|
|
|
36,979 |
|
|
|
|
|
|
|
36,979 |
|
Rental and other |
|
|
5,769 |
|
|
|
5,636 |
|
|
|
|
|
|
|
11,405 |
|
Total gross profit |
|
|
(1,663 |
) |
|
|
66,766 |
|
|
|
|
|
|
|
65,103 |
|
Total operating expenses |
|
|
24,699 |
|
|
|
59,493 |
|
|
|
|
|
|
|
84,192 |
|
Income from operations |
|
|
(26,362 |
) |
|
|
7,273 |
|
|
|
|
|
|
|
(19,089 |
) |
Interest expense, net |
|
|
(974 |
) |
|
|
(2,397 |
) |
|
|
|
|
|
|
(3,371 |
) |
Income before income taxes |
|
|
(27,336 |
) |
|
|
4,876 |
|
|
|
|
|
|
|
(22,460 |
) |
Income tax expense |
|
|
(971 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
(980 |
) |
Net income and comprehensive income |
|
$ |
(28,307 |
) |
|
$ |
4,867 |
|
|
|
|
|
|
$ |
(23,440 |
) |
Depreciation, amortization and accretion |
|
|
5,258 |
|
|
|
8,051 |
|
|
|
|
|
|
|
13,309 |
|
Interest expense, net |
|
|
974 |
|
|
|
2,397 |
|
|
|
|
|
|
|
3,371 |
|
Income tax expense |
|
|
971 |
|
|
|
9 |
|
|
|
|
|
|
|
980 |
|
EBITDA |
|
|
(21,104 |
) |
|
|
15,324 |
|
|
|
|
|
|
|
(5,780 |
) |
Non-cash compensation expense |
|
|
422 |
|
|
|
2,081 |
|
|
|
|
|
|
|
2,503 |
|
Loss (gain) on disposal of assets |
|
|
(89 |
) |
|
|
55 |
|
|
|
|
|
|
|
(34 |
) |
Unrealized loss on commodity derivatives |
|
|
358 |
|
|
|
— |
|
|
|
|
|
|
|
358 |
|
Inventory fair value adjustments |
|
|
47,535 |
|
|
|
893 |
|
|
|
|
|
|
|
48,428 |
|
Adjusted EBITDA |
|
$ |
27,122 |
|
|
$ |
18,353 |
|
|
|
|
|
|
$ |
45,475 |
|
Capital expenditures |
|
$ |
16,093 |
|
|
$ |
4,030 |
|
|
|
|
|
|
$ |
20,123 |
|
Total assets |
|
$ |
2,393,498 |
|
|
$ |
3,449,629 |
|
|
|
|
|
|
$ |
5,843,127 |
|
Segment Financial Data for the Three Months Ended September 30, 2015
(in thousands)
|
|
Wholesale Segment |
|
|
Retail Segment |
|
|
Intercompany Eliminations |
|
|
Totals |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel sales |
|
$ |
— |
|
|
$ |
854,140 |
|
|
|
|
|
|
$ |
854,140 |
|
Wholesale motor fuel sales to third parties |
|
|
2,664,186 |
|
|
|
— |
|
|
|
|
|
|
|
2,664,186 |
|
Wholesale motor fuel sales to affiliates |
|
|
500,362 |
|
|
|
— |
|
|
|
|
|
|
|
500,362 |
|
Merchandise sales |
|
|
— |
|
|
|
429,891 |
|
|
|
|
|
|
|
429,891 |
|
Rental income |
|
|
11,332 |
|
|
|
7,079 |
|
|
|
|
|
|
|
18,411 |
|
Other income |
|
|
12,054 |
|
|
|
8,273 |
|
|
|
|
|
|
|
20,327 |
|
Intersegment sales |
|
|
101,960 |
|
|
|
— |
|
|
|
(101,960 |
) |
|
|
— |
|
Total revenue |
|
|
3,289,894 |
|
|
|
1,299,383 |
|
|
|
(101,960 |
) |
|
|
4,487,317 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel |
|
|
— |
|
|
|
113,508 |
|
|
|
|
|
|
|
113,508 |
|
Wholesale motor fuel |
|
|
87,606 |
|
|
|
— |
|
|
|
|
|
|
|
87,606 |
|
Merchandise |
|
|
— |
|
|
|
142,527 |
|
|
|
|
|
|
|
142,527 |
|
Rental and other |
|
|
27,787 |
|
|
|
9,719 |
|
|
|
|
|
|
|
37,506 |
|
Total gross profit |
|
|
115,393 |
|
|
|
265,754 |
|
|
|
|
|
|
|
381,147 |
|
Total operating expenses |
|
|
90,169 |
|
|
|
206,089 |
|
|
|
|
|
|
|
296,258 |
|
Income from operations |
|
|
25,224 |
|
|
|
59,665 |
|
|
|
|
|
|
|
84,889 |
|
Interest expense, net |
|
|
(12,338 |
) |
|
|
(16,179 |
) |
|
|
|
|
|
|
(28,517 |
) |
Income before income taxes |
|
|
12,886 |
|
|
|
43,486 |
|
|
|
|
|
|
|
56,372 |
|
Income tax expense |
|
|
(39 |
) |
|
|
(28,933 |
) |
|
|
|
|
|
|
(28,972 |
) |
Net income and comprehensive income |
|
$ |
12,847 |
|
|
$ |
14,553 |
|
|
|
|
|
|
$ |
27,400 |
|
Depreciation, amortization and accretion |
|
|
13,571 |
|
|
|
32,030 |
|
|
|
|
|
|
|
45,601 |
|
Interest expense, net |
|
|
12,338 |
|
|
|
16,179 |
|
|
|
|
|
|
|
28,517 |
|
Income tax expense |
|
|
39 |
|
|
|
28,933 |
|
|
|
|
|
|
|
28,972 |
|
EBITDA |
|
|
38,795 |
|
|
|
91,695 |
|
|
|
|
|
|
|
130,490 |
|
Non-cash compensation expense |
|
|
1,398 |
|
|
|
496 |
|
|
|
|
|
|
|
1,894 |
|
Loss (gain) on disposal of assets |
|
|
920 |
|
|
|
(224 |
) |
|
|
|
|
|
|
696 |
|
Unrealized loss on commodity derivatives |
|
|
735 |
|
|
|
— |
|
|
|
|
|
|
|
735 |
|
Inventory fair value adjustments |
|
|
87,307 |
|
|
|
7,240 |
|
|
|
|
|
|
|
94,547 |
|
Adjusted EBITDA |
|
$ |
129,155 |
|
|
$ |
99,207 |
|
|
|
|
|
|
$ |
228,362 |
|
Capital expenditures |
|
$ |
7,127 |
|
|
$ |
87,379 |
|
|
|
|
|
|
$ |
94,506 |
|
Total assets |
|
$ |
2,178,807 |
|
|
$ |
4,000,786 |
|
|
|
|
|
|
$ |
6,179,593 |
|
Segment Financial Data for the Nine Months Ended September 30, 2015
(in thousands)
|
|
Wholesale Segment |
|
|
Retail Segment |
|
|
Intercompany Eliminations |
|
|
Totals |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel sales |
|
$ |
— |
|
|
$ |
2,538,495 |
|
|
|
|
|
|
$ |
2,538,495 |
|
Wholesale motor fuel sales to third parties |
|
|
8,021,741 |
|
|
|
— |
|
|
|
|
|
|
|
8,021,741 |
|
Wholesale motor fuel sales to affiliates |
|
|
1,391,145 |
|
|
|
— |
|
|
|
|
|
|
|
1,391,145 |
|
Merchandise sales |
|
|
— |
|
|
|
1,195,306 |
|
|
|
|
|
|
|
1,195,306 |
|
Rental income |
|
|
34,328 |
|
|
|
19,874 |
|
|
|
|
|
|
|
54,202 |
|
Other income |
|
|
35,438 |
|
|
|
24,396 |
|
|
|
|
|
|
|
59,834 |
|
Intersegment sales |
|
|
310,229 |
|
|
|
— |
|
|
|
(310,229 |
) |
|
|
— |
|
Total revenue |
|
|
9,792,881 |
|
|
|
3,778,071 |
|
|
|
(310,229 |
) |
|
|
13,260,723 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel |
|
|
— |
|
|
|
256,608 |
|
|
|
|
|
|
|
256,608 |
|
Wholesale motor fuel |
|
|
363,973 |
|
|
|
— |
|
|
|
|
|
|
|
363,973 |
|
Merchandise |
|
|
— |
|
|
|
394,076 |
|
|
|
|
|
|
|
394,076 |
|
Rental and other |
|
|
66,021 |
|
|
|
44,270 |
|
|
|
|
|
|
|
110,291 |
|
Total gross profit |
|
|
429,994 |
|
|
|
694,954 |
|
|
|
|
|
|
|
1,124,948 |
|
Total operating expenses |
|
|
249,060 |
|
|
|
602,684 |
|
|
|
|
|
|
|
851,744 |
|
Income from operations |
|
|
180,934 |
|
|
|
92,270 |
|
|
|
|
|
|
|
273,204 |
|
Interest expense, net |
|
|
(31,859 |
) |
|
|
(25,833 |
) |
|
|
|
|
|
|
(57,692 |
) |
Income before income taxes |
|
|
149,075 |
|
|
|
66,437 |
|
|
|
|
|
|
|
215,512 |
|
Income tax expense |
|
|
(898 |
) |
|
|
(42,759 |
) |
|
|
|
|
|
|
(43,657 |
) |
Net income and comprehensive income |
|
$ |
148,177 |
|
|
$ |
23,678 |
|
|
|
|
|
|
$ |
171,855 |
|
Depreciation, amortization and accretion |
|
|
47,821 |
|
|
|
96,307 |
|
|
|
|
|
|
|
144,128 |
|
Interest expense, net |
|
|
31,859 |
|
|
|
25,833 |
|
|
|
|
|
|
|
57,692 |
|
Income tax expense |
|
|
898 |
|
|
|
42,759 |
|
|
|
|
|
|
|
43,657 |
|
EBITDA |
|
|
228,755 |
|
|
|
188,577 |
|
|
|
|
|
|
|
417,332 |
|
Non-cash compensation expense |
|
|
2,359 |
|
|
|
1,170 |
|
|
|
|
|
|
|
3,529 |
|
Loss on disposal of assets |
|
|
1,069 |
|
|
|
462 |
|
|
|
|
|
|
|
1,531 |
|
Unrealized loss on commodity derivatives |
|
|
2,927 |
|
|
|
— |
|
|
|
|
|
|
|
2,927 |
|
Inventory fair value adjustments |
|
|
32,201 |
|
|
|
2,080 |
|
|
|
|
|
|
|
34,281 |
|
Adjusted EBITDA |
|
$ |
267,311 |
|
|
$ |
192,289 |
|
|
|
|
|
|
$ |
459,600 |
|
Capital expenditures |
|
$ |
103,191 |
|
|
$ |
154,538 |
|
|
|
|
|
|
$ |
257,729 |
|
Total assets |
|
$ |
2,178,807 |
|
|
$ |
4,000,786 |
|
|
|
|
|
|
$ |
6,179,593 |
|
|
19. |
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 identify the IDRs as participating securities and use the two-class method when calculating 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 is as follows (in thousands, except units and per unit amounts):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|||
|
|
Predecessor |
|
|
Successor |
|
||||||
Net income (loss) and comprehensive income (loss) |
|
$ |
2,783 |
|
|
$ |
(23,440 |
) |
|
$ |
27,400 |
|
Less: Net loss and comprehensive loss attributable to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
(12,142 |
) |
Less: Preacquisition income (loss) allocated to general partner |
|
|
— |
|
|
|
(21,684 |
) |
|
|
11,998 |
|
Net income (loss) and comprehensive income (loss) attributable to partners |
|
|
2,783 |
|
|
|
(1,756 |
) |
|
|
27,544 |
|
Less: Incentive distribution rights |
|
|
— |
|
|
|
255 |
|
|
|
8,441 |
|
Less: Distributions on nonvested phantom unit awards |
|
|
— |
|
|
|
— |
|
|
|
349 |
|
Limited partners’ interest in net income (loss) |
|
$ |
2,783 |
|
|
$ |
(2,011 |
) |
|
$ |
18,754 |
|
Weighted average limited partner units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic |
|
|
11,037,282 |
|
|
|
11,053,799 |
|
|
|
43,772,026 |
|
Common - equivalents |
|
|
18,702 |
|
|
|
— |
|
|
|
116 |
|
Common - diluted |
|
|
11,055,984 |
|
|
|
11,053,799 |
|
|
|
43,772,142 |
|
Subordinated - basic and diluted |
|
|
10,939,436 |
|
|
|
10,939,436 |
|
|
|
10,939,436 |
|
Net income (loss) per limited partner unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic and diluted |
|
$ |
0.13 |
|
|
$ |
(0.09 |
) |
|
$ |
0.30 |
|
Subordinated - basic and diluted |
|
$ |
0.13 |
|
|
$ |
(0.09 |
) |
|
$ |
0.52 |
|
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
|||
|
|
Predecessor |
|
|
Successor |
|
||||||
Net income (loss) and comprehensive income (loss) |
|
$ |
22,510 |
|
|
$ |
(23,440 |
) |
|
$ |
171,855 |
|
Less: Net income and comprehensive income attributable to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
49,788 |
|
Less: Preacquisition income (loss) allocated to general partner |
|
|
— |
|
|
|
(21,684 |
) |
|
|
64,789 |
|
Net income (loss) and comprehensive income (loss) attributable to partners |
|
|
22,510 |
|
|
|
(1,756 |
) |
|
|
57,278 |
|
Less: Incentive distribution rights |
|
|
64 |
|
|
|
255 |
|
|
|
13,252 |
|
Less: Distributions on nonvested phantom unit awards |
|
|
— |
|
|
|
— |
|
|
|
971 |
|
Limited partners’ interest in net income (loss) |
|
$ |
22,446 |
|
|
$ |
(2,011 |
) |
|
$ |
43,055 |
|
Weighted average limited partner units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic |
|
|
11,023,617 |
|
|
|
11,053,799 |
|
|
|
30,994,016 |
|
Common - equivalents |
|
|
25,128 |
|
|
|
— |
|
|
|
116 |
|
Common - diluted |
|
|
11,048,745 |
|
|
|
11,053,799 |
|
|
|
30,994,132 |
|
Subordinated - basic and diluted |
|
|
10,939,436 |
|
|
|
10,939,436 |
|
|
|
10,939,436 |
|
Net income (loss) per limited partner unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic and diluted |
|
$ |
1.02 |
|
|
$ |
(0.09 |
) |
|
$ |
0.96 |
|
Subordinated - basic and diluted |
|
$ |
1.02 |
|
|
$ |
(0.09 |
) |
|
$ |
1.21 |
|
|
20. |
Related-Party Transactions |
|
• |
Through our ownership interest in Sunoco LLC, we are party to the following fee-based commercial agreements with various subsidiaries of ETP:Sunoco, Inc. Distribution Contract – a 10-year agreement under which Sunoco LLC is the exclusive wholesale distributor of motor fuel to Sunoco, Inc.’s existing convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon. |
|
• |
Philadelphia Energy Solutions Offtake Contract – A 1-year supply agreement with Philadelphia Energy Solutions LLC (“PES”). Sunoco, Inc. owns a 33% non-operating noncontrolling interest in PES. The terms of the supply agreement are generally the same terms that would be available to unrelated third parties. |
|
• |
Sunoco Logistics Partners L.P. Transportation and Terminalling Contracts – Sunoco LLC is party to various agreements with subsidiaries of Sunoco Logistics Partners L.P. for pipeline, terminalling and storage services. Sunoco LLC also has agreements for the purchase and sale of fuel. The terms of these agreements are generally the same terms that would be available to unrelated third parties. |
We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations.
Summary of Transactions
Related party transactions with affiliates for the three and nine month periods ended September 30, 2014 and 2015 are as follows (in thousands except store count data):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Motor fuel sales to affiliates (1) |
|
$ |
571,755 |
|
|
$ |
271,726 |
|
|
$ |
500,362 |
|
|
$ |
2,200,394 |
|
|
$ |
271,726 |
|
|
$ |
1,391,145 |
|
Bulk fuel purchases from ETP |
|
|
— |
|
|
|
359,890 |
|
|
|
549,027 |
|
|
|
— |
|
|
|
359,890 |
|
|
|
1,965,259 |
|
Allocated cost of employees |
|
|
3,040 |
|
|
|
— |
|
|
|
— |
|
|
|
4,768 |
|
|
|
— |
|
|
|
— |
|
|
(1) |
During the predecessor period, the majority of these sales were pursuant to the Susser Distribution Contract discussed above. During the successor period, the majority were pursuant to the Sunoco, Inc. Distribution Contract discussed above. |
Additional significant affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows:
|
• |
Net accounts receivable from affiliates were $4.9 million and $25.2 million at December 31, 2014 and September 30, 2015, respectively, which are primarily related to motor fuel purchases from us. |
|
• |
Net accounts payable to ETP was $57.0 million and $35.4 million as of December 31, 2014 and September 30, 2015, respectively, which are related to operational expenses and fuel pipeline purchases. |
|
• |
Net advances from affiliates was $396.4 million and $242.6 million as of December 31, 2014 and September 30, 2015, respectively, which are primarily related to the treasury services agreement between Sunoco LLC and Sunoco, Inc. which is in place for purposes of cash management. |
|
21. |
Subsequent Events |
We have evaluated subsequent events through the date the financial statements were issued, and any material subsequent events that occurred through this date have been properly recognized or disclosed in our consolidated financial statements.
|
Cash and Cash Equivalents. Sunoco LLC has a treasury services agreement with an indirect wholly-owned subsidiary of ETP, Sunoco, Inc. Pursuant to this agreement, Sunoco LLC participates in Sunoco, Inc.’s centralized cash management program. Under this program, all cash receipts and cash disbursements are processed, together with those of Sunoco, Inc., through Sunoco, Inc.’s cash accounts with a corresponding credit or charge to the advances to/from affiliates account. This cash management policy differs from our remaining cash policies, which are unchanged from December 31, 2014. The net balance of Sunoco LLC is reflected in Advances from affiliates on the consolidated balance sheets.
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. Beginning in the first quarter of 2015, we allocated 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 18).
As of September 30, 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.
FASB ASU No. 2015-14. In August 2015, the FASB issued ASU No. 2015-14, "Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date," which amends the effective date of ASU No. 2014-09. The updates clarify the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14 amends the effective date to financial statements issued with fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2015-14 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are continuing to evaluate the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.
FASB ASU No. 2015-15. In August 2015, the FASB issued ASU No. 2015-15 "Interest – Imputation of Interest (Subtopic 835-30) – Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting)." As the guidance in Update 2015-03 (discussed above) does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, Update 2015-15 clarifies that such debt issuance costs may be deferred and presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. 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. 2015-16. In August 2015, the FASB issued ASU No. 2015-16 "Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments." This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Additionally, this update requires that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. Finally, this update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for financial statements issued with fiscal years beginning after December 15, 2015, including interim periods within that reporting period. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements.
|
The following table summarizes the final "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 |
|
|
274,510 |
|
Goodwill |
|
|
574,876 |
|
Intangible assets |
|
|
70,473 |
|
Other noncurrent assets |
|
|
811 |
|
Current liabilities |
|
|
(150,657 |
) |
Other noncurrent liabilities |
|
|
(245,663 |
) |
Net assets |
|
$ |
695,784 |
|
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, including 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 following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):
|
|
December 16, 2014 |
|
|
Current assets |
|
$ |
67,012 |
|
Property and equipment |
|
|
127,833 |
|
Goodwill |
|
|
105,698 |
|
Intangible assets |
|
|
74,706 |
|
Other noncurrent assets |
|
|
732 |
|
Current liabilities |
|
|
(20,127 |
) |
Other noncurrent liabilities |
|
|
(70,465 |
) |
Total consideration |
|
|
285,389 |
|
Cash acquired |
|
|
(30,597 |
) |
Contingent consideration |
|
|
(18,300 |
) |
Total cash consideration, net of cash acquired and contingent consideration |
|
$ |
236,492 |
|
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):
|
|
August 31, 2014 |
|
|
Current assets |
|
$ |
1,140,109 |
|
Property and equipment |
|
|
384,100 |
|
Intangible assets |
|
|
182,477 |
|
Other noncurrent assets |
|
|
2,238 |
|
Current liabilities |
|
|
(641,400 |
) |
Other noncurrent liabilities |
|
|
(7,293 |
) |
Net assets |
|
|
1,060,231 |
|
Net deemed contribution |
|
|
(285,231 |
) |
Cash acquired |
|
|
(44 |
) |
Total cash consideration, net of cash acquired |
|
$ |
774,956 |
|
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values as of the date presented, (in thousands):
|
|
August 31, 2014 |
|
|
Current assets |
|
$ |
153,443 |
|
Property and equipment |
|
|
983,900 |
|
Goodwill |
|
|
976,631 |
|
Intangible assets |
|
|
541,054 |
|
Other noncurrent assets |
|
|
38,216 |
|
Current liabilities |
|
|
(246,009 |
) |
Other noncurrent liabilities |
|
|
(842,310 |
) |
Net assets |
|
|
1,604,926 |
|
Net deemed contribution |
|
|
(574,269 |
) |
Cash acquired |
|
|
(63,801 |
) |
Total cash consideration, net of cash acquired |
|
$ |
966,855 |
|
|
Accounts receivable, excluding receivables from affiliates, consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Accounts receivable, trade |
|
$ |
193,199 |
|
|
$ |
223,156 |
|
Credit card receivables |
|
|
37,277 |
|
|
|
50,282 |
|
Vendor receivables for rebates, branding, and other |
|
|
16,536 |
|
|
|
16,380 |
|
Other receivables |
|
|
14,033 |
|
|
|
32,068 |
|
Allowance for doubtful accounts |
|
|
(3,980 |
) |
|
|
(4,046 |
) |
Accounts receivable, net |
|
$ |
257,065 |
|
|
$ |
317,840 |
|
|
Inventories consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Fuel-retail |
|
$ |
31,934 |
|
|
$ |
33,249 |
|
Fuel-other wholesale |
|
|
302,675 |
|
|
|
215,666 |
|
Fuel-consignment |
|
|
7,337 |
|
|
|
3,767 |
|
Merchandise |
|
|
83,790 |
|
|
|
81,954 |
|
Equipment and maintenance spare parts |
|
|
11,210 |
|
|
|
12,738 |
|
Other |
|
|
3,348 |
|
|
|
3,239 |
|
Inventories, net |
|
$ |
440,294 |
|
|
$ |
350,613 |
|
|
Property and equipment consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Land |
|
$ |
667,323 |
|
|
$ |
756,030 |
|
Buildings and leasehold improvements |
|
|
866,062 |
|
|
|
957,927 |
|
Equipment |
|
|
541,397 |
|
|
|
708,255 |
|
Construction in progress |
|
|
96,020 |
|
|
|
53,278 |
|
Total property and equipment |
|
|
2,170,802 |
|
|
|
2,475,490 |
|
Less: accumulated depreciation |
|
|
(89,676 |
) |
|
|
(177,486 |
) |
Property and equipment, net |
|
$ |
2,081,126 |
|
|
$ |
2,298,004 |
|
|
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 |
|
|
September 30, 2015 |
|
||||||||||||||||||
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
||
|
|
Carrying |
|
|
Accumulated |
|
|
Net Book |
|
|
Carrying |
|
|
Accumulated |
|
|
Net Book |
|
||||||
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
|
Amount |
|
|
Amortization |
|
|
Value |
|
||||||
Indefinite-lived |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames |
|
$ |
498,937 |
|
|
$ |
6,508 |
|
|
$ |
492,429 |
|
|
$ |
493,058 |
|
|
$ |
6,508 |
|
|
$ |
486,550 |
|
Franchise rights |
|
|
329 |
|
|
|
— |
|
|
|
329 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Contractual rights |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,000 |
|
|
|
— |
|
|
|
24,000 |
|
Liquor licenses |
|
|
16,000 |
|
|
|
— |
|
|
|
16,000 |
|
|
|
16,000 |
|
|
|
— |
|
|
|
16,000 |
|
Finite-lived |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relations including supply agreements |
|
|
447,821 |
|
|
|
98,602 |
|
|
|
349,219 |
|
|
|
535,405 |
|
|
|
134,504 |
|
|
|
400,901 |
|
Favorable leasehold arrangements, net |
|
|
25,530 |
|
|
|
1,158 |
|
|
|
24,372 |
|
|
|
25,794 |
|
|
|
1,412 |
|
|
|
24,382 |
|
Loan origination costs |
|
|
7,611 |
|
|
|
381 |
|
|
|
7,230 |
|
|
|
28,068 |
|
|
|
1,691 |
|
|
|
26,377 |
|
Other intangibles |
|
|
4,604 |
|
|
|
728 |
|
|
|
3,876 |
|
|
|
3,675 |
|
|
|
1,294 |
|
|
|
2,381 |
|
Intangible assets, net |
|
$ |
1,000,832 |
|
|
$ |
107,377 |
|
|
$ |
893,455 |
|
|
$ |
1,126,000 |
|
|
$ |
145,409 |
|
|
$ |
980,591 |
|
|
Current accrued expenses and other current liabilities consist of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Wage and other employee-related accrued expenses |
|
$ |
29,002 |
|
|
$ |
22,485 |
|
Franchise agreement termination accrual |
|
|
4,579 |
|
|
|
4,478 |
|
Accrued tax expense |
|
|
142,772 |
|
|
|
142,690 |
|
Accrued insurance and environmental |
|
|
14,332 |
|
|
|
24,632 |
|
Accrued interest expense |
|
|
1,583 |
|
|
|
33,684 |
|
Deposits and other |
|
|
98,779 |
|
|
|
25,808 |
|
Total |
|
$ |
291,047 |
|
|
$ |
253,777 |
|
|
Long-term debt consists of the following (in thousands):
|
|
December 31, 2014 |
|
|
September 30, 2015 |
|
||
Sale leaseback financing obligation |
|
$ |
126,643 |
|
|
$ |
123,093 |
|
Senior term loan on Uphoff properties ("VIE Debt", see Note 4) |
|
|
56,452 |
|
|
|
54,793 |
|
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin |
|
|
683,378 |
|
|
|
875,000 |
|
6.375% Senior Notes Due 2023 |
|
|
— |
|
|
|
800,000 |
|
5.500% Senior Notes Due 2020 |
|
|
— |
|
|
|
600,000 |
|
Notes payable, bearing interest at 6% and 4% at Sunoco LP |
|
|
3,552 |
|
|
|
3,532 |
|
Capital lease obligations |
|
|
494 |
|
|
|
344 |
|
Note payable, bearing interest at 7% at Susser |
|
|
457 |
|
|
|
446 |
|
Promissory note with ETP at Susser |
|
|
235,000 |
|
|
|
— |
|
Total debt |
|
|
1,105,976 |
|
|
|
2,457,208 |
|
Less: current maturities |
|
|
13,772 |
|
|
|
13,762 |
|
Long-term debt, net of current maturities |
|
$ |
1,092,204 |
|
|
$ |
2,443,446 |
|
|
The components of net rent expense are as follows (in thousands):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Cash rent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Store base rent |
|
$ |
147 |
|
|
$ |
5,060 |
|
|
$ |
20,394 |
|
|
$ |
562 |
|
|
$ |
5,060 |
|
|
$ |
60,843 |
|
Equipment and other rent (1) |
|
|
47 |
|
|
|
95 |
|
|
|
3,017 |
|
|
|
155 |
|
|
|
95 |
|
|
|
9,238 |
|
Total cash rent |
|
|
194 |
|
|
|
5,155 |
|
|
|
23,411 |
|
|
|
717 |
|
|
|
5,155 |
|
|
|
70,081 |
|
Non-cash rent: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Straight-line rent |
|
|
2 |
|
|
|
78 |
|
|
|
175 |
|
|
|
12 |
|
|
|
78 |
|
|
|
16 |
|
Amortization of deferred gain |
|
|
— |
|
|
|
(185 |
) |
|
|
— |
|
|
|
— |
|
|
|
(185 |
) |
|
|
— |
|
Net rent expense |
|
$ |
196 |
|
|
$ |
5,048 |
|
|
$ |
23,586 |
|
|
$ |
729 |
|
|
$ |
5,048 |
|
|
$ |
70,097 |
|
|
The components of net interest expense are as follows (in thousands):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Interest expense (1) |
|
$ |
1,420 |
|
|
$ |
1,783 |
|
|
$ |
27,918 |
|
|
$ |
4,516 |
|
|
$ |
1,783 |
|
|
$ |
57,501 |
|
Amortization of loan costs |
|
|
87 |
|
|
|
1,606 |
|
|
|
1,089 |
|
|
|
313 |
|
|
|
1,606 |
|
|
|
2,291 |
|
Interest income |
|
|
(16 |
) |
|
|
(18 |
) |
|
|
(490 |
) |
|
|
(62 |
) |
|
|
(18 |
) |
|
|
(2,100 |
) |
Interest expense, net |
|
$ |
1,491 |
|
|
$ |
3,371 |
|
|
$ |
28,517 |
|
|
$ |
4,767 |
|
|
$ |
3,371 |
|
|
$ |
57,692 |
|
(1) |
Interest expense related to the VIEs is approximately $0.8 million, $2.3 million, and $7.0 million for the one month ended September 2014 and the three and nine months ended September 30, 2015. |
|
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 and nine months ended September 30, 2014 and 2015 is as follows (in thousands, except for tax rate percentages):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|||||||||||||||
|
|
Predecessor |
|
|
Successor |
|
||||||||||||||||||
Tax at statutory federal rate |
|
$ |
1,006 |
|
|
|
35.0 |
% |
|
$ |
(7,861 |
) |
|
|
35.0 |
% |
|
$ |
19,730 |
|
|
|
35.0 |
% |
Partnership earnings not subject to tax |
|
|
(993 |
) |
|
|
(34.6 |
)% |
|
|
9,291 |
|
|
|
(41.4 |
)% |
|
|
(6,820 |
) |
|
|
(12.1 |
)% |
Other |
|
|
— |
|
|
|
0.0 |
% |
|
|
(452 |
) |
|
|
2.0 |
% |
|
|
2,101 |
|
|
|
3.7 |
% |
State and local tax, net of federal benefit |
|
|
78 |
|
|
|
2.7 |
% |
|
|
2 |
|
|
|
0.0 |
% |
|
|
13,961 |
|
|
|
24.8 |
% |
Net income tax expense |
|
$ |
91 |
|
|
|
3.1 |
% |
|
$ |
980 |
|
|
|
(4.4 |
)% |
|
$ |
28,972 |
|
|
|
51.4 |
% |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
|||||||||||||||
|
|
Predecessor |
|
|
Successor |
|
||||||||||||||||||
Tax at statutory federal rate |
|
$ |
7,956 |
|
|
|
35.0 |
% |
|
$ |
(7,861 |
) |
|
|
35.0 |
% |
|
$ |
75,429 |
|
|
|
35.0 |
% |
Partnership earnings not subject to tax |
|
|
(7,978 |
) |
|
|
(35.1 |
)% |
|
|
9,291 |
|
|
|
(41.4 |
)% |
|
|
(47,422 |
) |
|
|
(22.0 |
)% |
Other |
|
|
— |
|
|
|
0.0 |
% |
|
|
(452 |
) |
|
|
2.0 |
% |
|
|
1,465 |
|
|
|
0.7 |
% |
State and local tax, net of federal benefit |
|
|
240 |
|
|
|
1.1 |
% |
|
|
2 |
|
|
|
0.0 |
% |
|
|
14,185 |
|
|
|
6.6 |
% |
Net income tax expense |
|
$ |
218 |
|
|
|
1.0 |
% |
|
$ |
980 |
|
|
|
(4.4 |
)% |
|
$ |
43,657 |
|
|
|
20.3 |
% |
|
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Attributable to Common Units
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Distributions (a) |
|
$ |
— |
|
|
$ |
9,447 |
|
|
$ |
39,039 |
|
|
$ |
11,297 |
|
|
$ |
9,447 |
|
|
$ |
76,172 |
|
Distributions in excess of income |
|
|
1,398 |
|
|
|
(10,457 |
) |
|
|
(24,035 |
) |
|
|
(29 |
) |
|
|
(10,457 |
) |
|
|
(44,349 |
) |
Limited partners' interest in net income |
|
$ |
1,398 |
|
|
$ |
(1,010 |
) |
|
$ |
15,004 |
|
|
$ |
11,268 |
|
|
$ |
(1,010 |
) |
|
$ |
31,823 |
|
Attributable to Subordinated Units
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Distributions (a) |
|
$ |
— |
|
|
$ |
9,349 |
|
|
$ |
8,154 |
|
|
$ |
11,207 |
|
|
$ |
9,349 |
|
|
$ |
22,796 |
|
Distributions in excess of income |
|
|
1,385 |
|
|
|
(10,350 |
) |
|
|
(4,404 |
) |
|
|
(29 |
) |
|
|
(10,350 |
) |
|
|
(11,564 |
) |
Limited partners' interest in net income |
|
$ |
1,385 |
|
|
$ |
(1,001 |
) |
|
$ |
3,750 |
|
|
$ |
11,178 |
|
|
$ |
(1,001 |
) |
|
$ |
11,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Distributions declared per unit to unitholders as of record date |
|
$ |
— |
|
|
$ |
0.5457 |
|
|
$ |
0.7454 |
|
|
$ |
1.0218 |
|
|
$ |
0.5457 |
|
|
$ |
2.0838 |
|
For the periods presented prior to July 31, 2015, our subordinate units were held by Susser. Beginning on July 31, 2015, in connection with the closing of the Susser Acquisition, the outstanding units held by Susser were converted into Class A units and 10,939,436 new subordinate units were issued to ETP.
|
|
|
|
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 |
% |
The following table summarizes the cash distributions paid or declared during 2015.
Payment Date |
|
Per Unit Distribution |
|
|
Total Cash Distribution |
|
|
Distribution to IDR Holders |
|
|||
|
|
|
|
|
|
( in thousands) |
|
|||||
November 27, 2015 |
|
$ |
0.7454 |
|
|
$ |
47,194 |
|
|
$ |
8,441 |
|
August 28, 2015 |
|
$ |
0.6934 |
|
|
$ |
28,661 |
|
|
$ |
3,362 |
|
May 29, 2015 |
|
$ |
0.6450 |
|
|
$ |
23,113 |
|
|
$ |
1,449 |
|
February 27, 2015 |
|
$ |
0.6000 |
|
|
$ |
21,023 |
|
|
$ |
891 |
|
|
Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income is as follows (in thousands):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Phantom common units (1) |
|
$ |
372 |
|
|
$ |
1,893 |
|
|
$ |
1,781 |
|
|
$ |
604 |
|
|
$ |
1,893 |
|
|
$ |
3,416 |
|
Allocated expense from Parent (2) |
|
|
2,836 |
|
|
|
610 |
|
|
|
113 |
|
|
|
4,088 |
|
|
|
610 |
|
|
|
113 |
|
Total equity-based compensation expense |
|
$ |
3,208 |
|
|
$ |
2,503 |
|
|
$ |
1,894 |
|
|
$ |
4,692 |
|
|
$ |
2,503 |
|
|
$ |
3,529 |
|
(1) |
Excludes unit-based compensation expense related to units issued to non-employees. |
(2) |
Reflects expenses allocated to us by Susser prior to the ETP Merger and expenses allocated to us by ETP |
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 |
|
|
287,749 |
|
|
|
49.68 |
|
Forfeited |
|
|
(60,846 |
) |
|
|
39.23 |
|
Nonvested at September 30, 2015 (Successor) |
|
|
468,138 |
|
|
|
48.25 |
|
|
The following tables present financial information by segment for the one month ended September 30, 2014 and each of the three and nine months ended September 30, 2015:
Segment Financial Data for the One Month Ended September 30, 2014
(in thousands)
|
|
Wholesale Segment |
|
|
Retail Segment |
|
|
Intercompany Eliminations |
|
|
Totals |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel sales |
|
$ |
— |
|
|
$ |
350,689 |
|
|
|
|
|
|
$ |
350,689 |
|
Wholesale motor fuel sales to third parties |
|
|
1,021,267 |
|
|
|
— |
|
|
|
|
|
|
|
1,021,267 |
|
Wholesale motor fuel sales to affiliates |
|
|
271,726 |
|
|
|
— |
|
|
|
|
|
|
|
271,726 |
|
Merchandise sales |
|
|
— |
|
|
|
115,070 |
|
|
|
|
|
|
|
115,070 |
|
Rental income |
|
|
2,286 |
|
|
|
245 |
|
|
|
|
|
|
|
2,531 |
|
Other income |
|
|
3,908 |
|
|
|
5,392 |
|
|
|
|
|
|
|
9,300 |
|
Intersegment sales |
|
|
5,994 |
|
|
|
— |
|
|
|
(5,994 |
) |
|
|
— |
|
Total revenue |
|
|
1,305,181 |
|
|
|
471,396 |
|
|
|
(5,994 |
) |
|
|
1,770,583 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel |
|
|
— |
|
|
|
24,151 |
|
|
|
|
|
|
|
24,151 |
|
Wholesale motor fuel |
|
|
(7,432 |
) |
|
|
— |
|
|
|
|
|
|
|
(7,432 |
) |
Merchandise |
|
|
— |
|
|
|
36,979 |
|
|
|
|
|
|
|
36,979 |
|
Rental and other |
|
|
5,769 |
|
|
|
5,636 |
|
|
|
|
|
|
|
11,405 |
|
Total gross profit |
|
|
(1,663 |
) |
|
|
66,766 |
|
|
|
|
|
|
|
65,103 |
|
Total operating expenses |
|
|
24,699 |
|
|
|
59,493 |
|
|
|
|
|
|
|
84,192 |
|
Income from operations |
|
|
(26,362 |
) |
|
|
7,273 |
|
|
|
|
|
|
|
(19,089 |
) |
Interest expense, net |
|
|
(974 |
) |
|
|
(2,397 |
) |
|
|
|
|
|
|
(3,371 |
) |
Income before income taxes |
|
|
(27,336 |
) |
|
|
4,876 |
|
|
|
|
|
|
|
(22,460 |
) |
Income tax expense |
|
|
(971 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
(980 |
) |
Net income and comprehensive income |
|
$ |
(28,307 |
) |
|
$ |
4,867 |
|
|
|
|
|
|
$ |
(23,440 |
) |
Depreciation, amortization and accretion |
|
|
5,258 |
|
|
|
8,051 |
|
|
|
|
|
|
|
13,309 |
|
Interest expense, net |
|
|
974 |
|
|
|
2,397 |
|
|
|
|
|
|
|
3,371 |
|
Income tax expense |
|
|
971 |
|
|
|
9 |
|
|
|
|
|
|
|
980 |
|
EBITDA |
|
|
(21,104 |
) |
|
|
15,324 |
|
|
|
|
|
|
|
(5,780 |
) |
Non-cash compensation expense |
|
|
422 |
|
|
|
2,081 |
|
|
|
|
|
|
|
2,503 |
|
Loss (gain) on disposal of assets |
|
|
(89 |
) |
|
|
55 |
|
|
|
|
|
|
|
(34 |
) |
Unrealized loss on commodity derivatives |
|
|
358 |
|
|
|
— |
|
|
|
|
|
|
|
358 |
|
Inventory fair value adjustments |
|
|
47,535 |
|
|
|
893 |
|
|
|
|
|
|
|
48,428 |
|
Adjusted EBITDA |
|
$ |
27,122 |
|
|
$ |
18,353 |
|
|
|
|
|
|
$ |
45,475 |
|
Capital expenditures |
|
$ |
16,093 |
|
|
$ |
4,030 |
|
|
|
|
|
|
$ |
20,123 |
|
Total assets |
|
$ |
2,393,498 |
|
|
$ |
3,449,629 |
|
|
|
|
|
|
$ |
5,843,127 |
|
Segment Financial Data for the Three Months Ended September 30, 2015
(in thousands)
|
|
Wholesale Segment |
|
|
Retail Segment |
|
|
Intercompany Eliminations |
|
|
Totals |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel sales |
|
$ |
— |
|
|
$ |
854,140 |
|
|
|
|
|
|
$ |
854,140 |
|
Wholesale motor fuel sales to third parties |
|
|
2,664,186 |
|
|
|
— |
|
|
|
|
|
|
|
2,664,186 |
|
Wholesale motor fuel sales to affiliates |
|
|
500,362 |
|
|
|
— |
|
|
|
|
|
|
|
500,362 |
|
Merchandise sales |
|
|
— |
|
|
|
429,891 |
|
|
|
|
|
|
|
429,891 |
|
Rental income |
|
|
11,332 |
|
|
|
7,079 |
|
|
|
|
|
|
|
18,411 |
|
Other income |
|
|
12,054 |
|
|
|
8,273 |
|
|
|
|
|
|
|
20,327 |
|
Intersegment sales |
|
|
101,960 |
|
|
|
— |
|
|
|
(101,960 |
) |
|
|
— |
|
Total revenue |
|
|
3,289,894 |
|
|
|
1,299,383 |
|
|
|
(101,960 |
) |
|
|
4,487,317 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel |
|
|
— |
|
|
|
113,508 |
|
|
|
|
|
|
|
113,508 |
|
Wholesale motor fuel |
|
|
87,606 |
|
|
|
— |
|
|
|
|
|
|
|
87,606 |
|
Merchandise |
|
|
— |
|
|
|
142,527 |
|
|
|
|
|
|
|
142,527 |
|
Rental and other |
|
|
27,787 |
|
|
|
9,719 |
|
|
|
|
|
|
|
37,506 |
|
Total gross profit |
|
|
115,393 |
|
|
|
265,754 |
|
|
|
|
|
|
|
381,147 |
|
Total operating expenses |
|
|
90,169 |
|
|
|
206,089 |
|
|
|
|
|
|
|
296,258 |
|
Income from operations |
|
|
25,224 |
|
|
|
59,665 |
|
|
|
|
|
|
|
84,889 |
|
Interest expense, net |
|
|
(12,338 |
) |
|
|
(16,179 |
) |
|
|
|
|
|
|
(28,517 |
) |
Income before income taxes |
|
|
12,886 |
|
|
|
43,486 |
|
|
|
|
|
|
|
56,372 |
|
Income tax expense |
|
|
(39 |
) |
|
|
(28,933 |
) |
|
|
|
|
|
|
(28,972 |
) |
Net income and comprehensive income |
|
$ |
12,847 |
|
|
$ |
14,553 |
|
|
|
|
|
|
$ |
27,400 |
|
Depreciation, amortization and accretion |
|
|
13,571 |
|
|
|
32,030 |
|
|
|
|
|
|
|
45,601 |
|
Interest expense, net |
|
|
12,338 |
|
|
|
16,179 |
|
|
|
|
|
|
|
28,517 |
|
Income tax expense |
|
|
39 |
|
|
|
28,933 |
|
|
|
|
|
|
|
28,972 |
|
EBITDA |
|
|
38,795 |
|
|
|
91,695 |
|
|
|
|
|
|
|
130,490 |
|
Non-cash compensation expense |
|
|
1,398 |
|
|
|
496 |
|
|
|
|
|
|
|
1,894 |
|
Loss (gain) on disposal of assets |
|
|
920 |
|
|
|
(224 |
) |
|
|
|
|
|
|
696 |
|
Unrealized loss on commodity derivatives |
|
|
735 |
|
|
|
— |
|
|
|
|
|
|
|
735 |
|
Inventory fair value adjustments |
|
|
87,307 |
|
|
|
7,240 |
|
|
|
|
|
|
|
94,547 |
|
Adjusted EBITDA |
|
$ |
129,155 |
|
|
$ |
99,207 |
|
|
|
|
|
|
$ |
228,362 |
|
Capital expenditures |
|
$ |
7,127 |
|
|
$ |
87,379 |
|
|
|
|
|
|
$ |
94,506 |
|
Total assets |
|
$ |
2,178,807 |
|
|
$ |
4,000,786 |
|
|
|
|
|
|
$ |
6,179,593 |
|
Segment Financial Data for the Nine Months Ended September 30, 2015
(in thousands)
|
|
Wholesale Segment |
|
|
Retail Segment |
|
|
Intercompany Eliminations |
|
|
Totals |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel sales |
|
$ |
— |
|
|
$ |
2,538,495 |
|
|
|
|
|
|
$ |
2,538,495 |
|
Wholesale motor fuel sales to third parties |
|
|
8,021,741 |
|
|
|
— |
|
|
|
|
|
|
|
8,021,741 |
|
Wholesale motor fuel sales to affiliates |
|
|
1,391,145 |
|
|
|
— |
|
|
|
|
|
|
|
1,391,145 |
|
Merchandise sales |
|
|
— |
|
|
|
1,195,306 |
|
|
|
|
|
|
|
1,195,306 |
|
Rental income |
|
|
34,328 |
|
|
|
19,874 |
|
|
|
|
|
|
|
54,202 |
|
Other income |
|
|
35,438 |
|
|
|
24,396 |
|
|
|
|
|
|
|
59,834 |
|
Intersegment sales |
|
|
310,229 |
|
|
|
— |
|
|
|
(310,229 |
) |
|
|
— |
|
Total revenue |
|
|
9,792,881 |
|
|
|
3,778,071 |
|
|
|
(310,229 |
) |
|
|
13,260,723 |
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail motor fuel |
|
|
— |
|
|
|
256,608 |
|
|
|
|
|
|
|
256,608 |
|
Wholesale motor fuel |
|
|
363,973 |
|
|
|
— |
|
|
|
|
|
|
|
363,973 |
|
Merchandise |
|
|
— |
|
|
|
394,076 |
|
|
|
|
|
|
|
394,076 |
|
Rental and other |
|
|
66,021 |
|
|
|
44,270 |
|
|
|
|
|
|
|
110,291 |
|
Total gross profit |
|
|
429,994 |
|
|
|
694,954 |
|
|
|
|
|
|
|
1,124,948 |
|
Total operating expenses |
|
|
249,060 |
|
|
|
602,684 |
|
|
|
|
|
|
|
851,744 |
|
Income from operations |
|
|
180,934 |
|
|
|
92,270 |
|
|
|
|
|
|
|
273,204 |
|
Interest expense, net |
|
|
(31,859 |
) |
|
|
(25,833 |
) |
|
|
|
|
|
|
(57,692 |
) |
Income before income taxes |
|
|
149,075 |
|
|
|
66,437 |
|
|
|
|
|
|
|
215,512 |
|
Income tax expense |
|
|
(898 |
) |
|
|
(42,759 |
) |
|
|
|
|
|
|
(43,657 |
) |
Net income and comprehensive income |
|
$ |
148,177 |
|
|
$ |
23,678 |
|
|
|
|
|
|
$ |
171,855 |
|
Depreciation, amortization and accretion |
|
|
47,821 |
|
|
|
96,307 |
|
|
|
|
|
|
|
144,128 |
|
Interest expense, net |
|
|
31,859 |
|
|
|
25,833 |
|
|
|
|
|
|
|
57,692 |
|
Income tax expense |
|
|
898 |
|
|
|
42,759 |
|
|
|
|
|
|
|
43,657 |
|
EBITDA |
|
|
228,755 |
|
|
|
188,577 |
|
|
|
|
|
|
|
417,332 |
|
Non-cash compensation expense |
|
|
2,359 |
|
|
|
1,170 |
|
|
|
|
|
|
|
3,529 |
|
Loss on disposal of assets |
|
|
1,069 |
|
|
|
462 |
|
|
|
|
|
|
|
1,531 |
|
Unrealized loss on commodity derivatives |
|
|
2,927 |
|
|
|
— |
|
|
|
|
|
|
|
2,927 |
|
Inventory fair value adjustments |
|
|
32,201 |
|
|
|
2,080 |
|
|
|
|
|
|
|
34,281 |
|
Adjusted EBITDA |
|
$ |
267,311 |
|
|
$ |
192,289 |
|
|
|
|
|
|
$ |
459,600 |
|
Capital expenditures |
|
$ |
103,191 |
|
|
$ |
154,538 |
|
|
|
|
|
|
$ |
257,729 |
|
Total assets |
|
$ |
2,178,807 |
|
|
$ |
4,000,786 |
|
|
|
|
|
|
$ |
6,179,593 |
|
|
We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|||
|
|
Predecessor |
|
|
Successor |
|
||||||
Net income (loss) and comprehensive income (loss) |
|
$ |
2,783 |
|
|
$ |
(23,440 |
) |
|
$ |
27,400 |
|
Less: Net loss and comprehensive loss attributable to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
(12,142 |
) |
Less: Preacquisition income (loss) allocated to general partner |
|
|
— |
|
|
|
(21,684 |
) |
|
|
11,998 |
|
Net income (loss) and comprehensive income (loss) attributable to partners |
|
|
2,783 |
|
|
|
(1,756 |
) |
|
|
27,544 |
|
Less: Incentive distribution rights |
|
|
— |
|
|
|
255 |
|
|
|
8,441 |
|
Less: Distributions on nonvested phantom unit awards |
|
|
— |
|
|
|
— |
|
|
|
349 |
|
Limited partners’ interest in net income (loss) |
|
$ |
2,783 |
|
|
$ |
(2,011 |
) |
|
$ |
18,754 |
|
Weighted average limited partner units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic |
|
|
11,037,282 |
|
|
|
11,053,799 |
|
|
|
43,772,026 |
|
Common - equivalents |
|
|
18,702 |
|
|
|
— |
|
|
|
116 |
|
Common - diluted |
|
|
11,055,984 |
|
|
|
11,053,799 |
|
|
|
43,772,142 |
|
Subordinated - basic and diluted |
|
|
10,939,436 |
|
|
|
10,939,436 |
|
|
|
10,939,436 |
|
Net income (loss) per limited partner unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic and diluted |
|
$ |
0.13 |
|
|
$ |
(0.09 |
) |
|
$ |
0.30 |
|
Subordinated - basic and diluted |
|
$ |
0.13 |
|
|
$ |
(0.09 |
) |
|
$ |
0.52 |
|
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
|||
|
|
Predecessor |
|
|
Successor |
|
||||||
Net income (loss) and comprehensive income (loss) |
|
$ |
22,510 |
|
|
$ |
(23,440 |
) |
|
$ |
171,855 |
|
Less: Net income and comprehensive income attributable to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
49,788 |
|
Less: Preacquisition income (loss) allocated to general partner |
|
|
— |
|
|
|
(21,684 |
) |
|
|
64,789 |
|
Net income (loss) and comprehensive income (loss) attributable to partners |
|
|
22,510 |
|
|
|
(1,756 |
) |
|
|
57,278 |
|
Less: Incentive distribution rights |
|
|
64 |
|
|
|
255 |
|
|
|
13,252 |
|
Less: Distributions on nonvested phantom unit awards |
|
|
— |
|
|
|
— |
|
|
|
971 |
|
Limited partners’ interest in net income (loss) |
|
$ |
22,446 |
|
|
$ |
(2,011 |
) |
|
$ |
43,055 |
|
Weighted average limited partner units outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic |
|
|
11,023,617 |
|
|
|
11,053,799 |
|
|
|
30,994,016 |
|
Common - equivalents |
|
|
25,128 |
|
|
|
— |
|
|
|
116 |
|
Common - diluted |
|
|
11,048,745 |
|
|
|
11,053,799 |
|
|
|
30,994,132 |
|
Subordinated - basic and diluted |
|
|
10,939,436 |
|
|
|
10,939,436 |
|
|
|
10,939,436 |
|
Net income (loss) per limited partner unit: |
|
|
|
|
|
|
|
|
|
|
|
|
Common - basic and diluted |
|
$ |
1.02 |
|
|
$ |
(0.09 |
) |
|
$ |
0.96 |
|
Subordinated - basic and diluted |
|
$ |
1.02 |
|
|
$ |
(0.09 |
) |
|
$ |
1.21 |
|
|
Summary of Transactions
Related party transactions with affiliates for the three and nine month periods ended September 30, 2014 and 2015 are as follows (in thousands except store count data):
|
|
July 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Three Months Ended September 30, 2015 |
|
|
January 1, 2014 through August 31, 2014 |
|
|
September 1, 2014 through September 30, 2014 |
|
|
Nine Months Ended September 30, 2015 |
|
||||||
|
|
Predecessor |
|
|
Successor |
|
|
Predecessor |
|
|
Successor |
|
||||||||||||
Motor fuel sales to affiliates (1) |
|
$ |
571,755 |
|
|
$ |
271,726 |
|
|
$ |
500,362 |
|
|
$ |
2,200,394 |
|
|
$ |
271,726 |
|
|
$ |
1,391,145 |
|
Bulk fuel purchases from ETP |
|
|
— |
|
|
|
359,890 |
|
|
|
549,027 |
|
|
|
— |
|
|
|
359,890 |
|
|
|
1,965,259 |
|
Allocated cost of employees |
|
|
3,040 |
|
|
|
— |
|
|
|
— |
|
|
|
4,768 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|