Document And Entity Information

6 Months Ended

Jun. 30, 2014

Aug. 1, 2014

Common Units [Member]

Aug. 1, 2014

Subordinated Units [Member]

Document Information [Line Items]

Document Type

10-Q

Amendment Flag

false

Document Period End Date

Jun. 30, 2014

Document Fiscal Year Focus

2014

Document Fiscal Period Focus

Q2

Entity Registrant Name

SUSSER PETROLEUM PARTNERS LP

Entity Central Index Key

0001552275

Current Fiscal Year End Date

--12-31

Entity Filer Category

Accelerated Filer

Entity Stock, Shares Outstanding

11,020,764

10,939,436

Consolidated Balance Sheets (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2014

Dec. 31, 2013

Current assets:

Cash and cash equivalents

$ 6,769

$ 8,150

Accounts receivable, net of allowance for doubtful accounts of $323 at December 31, 2013, and $528 at June 30, 2014

74,212

69,005

Receivables from affiliates

51,727

49,879

Inventories, net

38,971

11,122

Other current assets

710

66

Total current assets

172,389

138,222

Property and equipment, net

239,590

180,127

Other assets:

Marketable securities

0

25,952

Goodwill

22,823

Intangible assets, net

24,292

22,772

Other noncurrent assets

259

188

Total assets

459,353

390,084

Current liabilities:

Accounts payable

128,464

110,432

Accrued expenses and other current liabilities

12,960

11,427

Current maturities of long-term debt

525

Total current liabilities

141,949

122,384

Revolving line of credit

232,240

156,210

Long-term debt

3,536

29,416

Deferred tax liability, long-term portion

207

222

Other noncurrent liabilities

2,192

2,159

Total liabilities

380,124

310,391

Partners' equity:

Total equity

79,229

79,693

Total liabilities and equity

459,353

390,084

Common Units - Public [Member]

Partners' equity:

Total equity

210,038

210,269

Common Units - Affiliated [Member]

Partners' equity:

Total equity

1,556

1,562

Subordinated Units [Member]

Partners' equity:

Total equity

$ (132,365)

$ (132,138)

Consolidated Balance Sheets (Parenthetical) (USD $)

In Thousands, except Share data, unless otherwise specified

Jun. 30, 2014

Dec. 31, 2013

Allowance for doubtful accounts

$ 528

$ 323

Common Units - Public [Member]

Partners' equity:

Limited Partners' Capital Account, Units Issued

10,941,456

10,936,352

Limited Partners' Capital Account, Units Outstanding

10,941,456

10,936,352

Common Units - Affiliated [Member]

Partners' equity:

Limited Partners' Capital Account, Units Issued

79,308

Limited Partners' Capital Account, Units Outstanding

79,308

Subordinated Units [Member]

Partners' equity:

Limited Partners' Capital Account, Units Issued

10,939,436

Limited Partners' Capital Account, Units Outstanding

10,939,436

Consolidated Statements Of Operations (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Revenues:

Motor fuel sales to third parties

$ 507,575

$ 366,110

$ 952,141

$ 722,872

Motor fuel sales to affiliates

862,549

751,304

1,628,639

1,482,031

Rental income

4,343

2,276

8,266

3,905

Other income

1,558

1,207

3,566

2,506

Total revenues

1,376,025

1,120,897

2,592,612

2,211,314

Cost of sales:

Motor fuel cost of sales to third parties

499,246

360,032

934,969

710,997

Motor fuel cost of sales to affiliates

853,811

743,370

1,611,534

1,466,679

Other

765

539

1,786

1,126

Total cost of sales

1,353,822

1,103,941

2,548,289

2,178,802

Gross profit

22,203

16,956

44,323

32,512

Operating expenses:

General and administrative

5,372

3,649

10,242

7,548

Other operating

1,761

568

3,795

1,199

Rent

284

300

533

504

Loss (gain) on disposal of assets

(36)

72

(36)

94

Depreciation, amortization and accretion

3,333

1,837

6,659

3,658

Total operating expenses

10,714

6,426

21,193

13,003

Income from operations

11,489

10,530

23,130

19,509

Interest expense, net

(1,774)

(766)

(3,276)

(1,449)

Income before income taxes

9,715

9,764

19,854

18,060

Income tax expense

(120)

(84)

(127)

(153)

Net Income and Comprehensive Income

$ 9,595

$ 9,680

$ 19,727

$ 17,907

Cash distribution per unit

$ 0.5197

$ 0.4528

$ 1.0218

$ 0.8903

Common Units [Member]

Net income per limited partner unit:

Net Income Per Unit, Basic

$ 0.43

$ 0.44

$ 0.90

$ 0.82

Net Income Per Unit, Diluted

$ 0.43

$ 0.44

$ 0.89

$ 0.82

Weighted average limited partner units outstanding (diluted):

Weighted Average Limited Partnership Units Outstanding

11,046,289

10,957,897

11,044,374

10,954,759

Common Units - Public [Member]

Weighted average limited partner units outstanding (diluted):

Weighted Average Limited Partnership Units Outstanding

10,966,981

10,925,000

10,965,066

10,925,000

Common Units - Affiliated [Member]

Weighted average limited partner units outstanding (diluted):

Weighted Average Limited Partnership Units Outstanding

79,308

14,436

79,308

14,436

Subordinated Units [Member]

Net income per limited partner unit:

Net Income Per Unit, Subordinated, Basic and Diluted

$ 0.43

$ 0.44

$ 0.90

$ 0.82

Weighted average limited partner units outstanding (diluted):

Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted

10,939,436

Consolidated Statements Of Cash Flows (USD $)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Cash flows from operating activities:

Net income

$ 19,727

$ 17,907

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization and accretion

6,659

3,658

Amortization of deferred financing fees

226

190

Loss (gain) on disposal of assets

(36)

94

Non-cash stock based compensation

1,484

806

Deferred income tax

(15)

164

Changes in operating assets and liabilities:

Accounts receivable

(5,207)

(7,238)

Accounts receivable from affiliates

(1,848)

8,287

Inventories

(27,849)

(19,388)

Other assets

(715)

(803)

Accounts payable

18,034

30,651

Accrued liabilities

1,326

3,508

Other noncurrent liabilities

33

(324)

Net cash provided by operating activities

11,819

37,512

Cash flows from investing activities:

Capital expenditures

(64,264)

(57,050)

Purchase of intangibles

(3,378)

(850)

Purchase of marketable securities

0

(512,863)

Redemption of marketable securities

25,952

565,233

Proceeds from disposal of property and equipment

17

0

Net cash used in investing activities

(41,673)

(5,530)

Cash flows from financing activities:

Revolving line of credit, net

76,030

49,210

Payments on long-term debt

(25,880)

(52,312)

Distributions to Parent

(10,878)

(9,585)

Distributions to Unitholders

(10,799)

(9,559)

Net cash provided by (used in) financing activities

28,473

(22,246)

Net increase (decrease) in cash

(1,381)

9,736

Cash and cash equivalents at beginning of year

8,150

6,752

Cash and cash equivalents at end of period

$ 6,769

$ 16,488

Organization and Principles of Consolidation (Notes)

Organization and Principles of Consolidation

The consolidated financial statements are composed of Susser Petroleum Partners LP (the "Partnership", "SUSP", "we", "us" or "our"), a publicly traded Delaware limited partnership, and its consolidated subsidiaries, which distribute motor fuels in Texas, New Mexico, Oklahoma and Louisiana. SUSP was formed in June 2012 by Susser Holdings Corporation (“SUSS” or the “Parent”) and its wholly owned subsidiary, Susser Petroleum Partners GP LLC, our general partner. On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.

SUSS currently owns 50.2% of the SUSP limited partner units, all of the incentive distribution rights and 100% of our general partner, which has a 0.0% non-economic general partner interest in SUSP. SUSS is the primary beneficiary of our earnings and cash flows and therefore SUSS consolidates us into their financial results.

On April 27, 2014, SUSS entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP will acquire the outstanding common shares of SUSS. By acquiring SUSS, ETP will also own the general partner interest and the incentive distribution rights in SUSP, and approximately 11 million SUSP common units (representing approximately 50.2% of SUSP’s outstanding units). Under the terms of the Merger Agreement, the shareholders of SUSS will have the option to elect to receive either $80.25 in cash or 1.4506 ETP common units, or a combination of both, for each share held. The shareholder election is subject to proration to ensure that aggregate cash paid and common units issued will each represent 50% of the aggregate merger consideration. Unvested phantom units which were outstanding on April 27, 2014 will vest upon completion of the Merger.

SUSS’ board of directors has approved and adopted the Merger Agreement and has agreed to recommend that SUSS’ shareholders approve and adopt the Merger Agreement, subject to certain exceptions set forth in the Merger Agreement. SUSS has also agreed not to directly or indirectly solicit competing acquisition proposals or, subject to certain exceptions with respect to unsolicited proposals, to enter into discussions concerning, or provide confidential information in connection with, any alternative business combinations. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain circumstances, including in connection with the acceptance of an alternative transaction, SUSS may be required to pay ETP a termination fee equal to $68 million. Completion of the Merger is subject to certain customary conditions, including approval by SUSS shareholders and receipt of required regulatory approvals. The Merger Agreement also contains customary representations, warranties and covenants by each of the parties thereto. Additional information may be found in SUSS' and our filings with the U.S. Securities and Exchange Commission.

The consolidated financial statements include the accounts of the Partnership and all of its subsidiaries. The Partnership operates in one operating segment, with primary operations conducted by the following consolidated wholly owned subsidiaries:


•	Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel to SUSS' retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.


•	T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas and Oklahoma.


•	Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The interim consolidated financial statements have been prepared from the accounting records of the Partnership and its subsidiaries, and all amounts at June 30, 2014 and for the three and six months ended June 30, 2013 and June 30, 2014 are unaudited. Pursuant to Regulation S-X, certain information and note disclosures normally included in the annual financial statements have been condensed or omitted. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented and which are of a normal, recurring nature.

The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 14, 2014.

Certain line items have been reclassified for presentation purposes. In the fourth quarter of 2013, the Partnership revised its presentation of fuel taxes on motor fuel sales at its consignment locations to present such fuel taxes gross in motor fuel sales and motor fuel cost of sales to be consistent with its Parent's presentation of retail motor fuel sales. The effect of this immaterial error was to increase motor fuel sales and motor fuel cost of sales by $2.8 million and $12.0 million for the three and six months ended June 30, 2013. This revision had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows.

Summary of Significant Accounting Policies (Notes)

Summary of Significant Accounting Policies

New Accounting Pronouncements

FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." This update establishes a core principal requiring revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. The Company has not yet determined the adoption method it will apply and the impact that this guidance will have on its financial statements and related disclosures.

FASB ASU No. 2013-11. In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists- Subtopic 740-10." An unrecognized tax benefit, or a portion of an unrecognized tax benefit, shall be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The ASU was effective for annual and interim periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on the presentation of our financial statements.

Accounts Receivable (Notes)

Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consisted of the following:



	December 31, 2013			June 30, 2014
	(in thousands)
Accounts receivable, trade	$	68,473		$	74,121
Other receivables	855			619
Allowance for uncollectible accounts, trade	(323		)	(528		)
Accounts receivable, net	$	69,005		$	74,212

Accounts receivable from affiliates are $49.9 million and $51.7 million as of December 31, 2013 and June 30, 2014, respectively. For additional information regarding our affiliated receivables, see Note 14.

Inventories (Notes)

Inventories

Inventories consisted of the following:



	December 31, 2013		June 30, 2014
	(in thousands)
Fuel-consignment	$	2,103	$	2,416
Fuel-other wholesale	8,160		35,644
Other	859		911
Inventories, net	$	11,122	$	38,971

Property And Equipment (Notes)

Property and Equipment

Property and equipment consisted of the following:



	December 31, 2013			June 30, 2014
	(in thousands)
Land	$	68,213		$	82,995
Buildings and leasehold improvements	83,328			113,520
Equipment	34,703			50,539
Construction in progress	7,322			10,805
Total property and equipment	193,566			257,859
Less: Accumulated depreciation	(13,439		)	(18,269		)
Property and equipment, net	$	180,127		$	239,590

Goodwill and Other Intangible Assets (Notes)

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, 2013 and June 30, 2014, we had $22.8 million of goodwill recorded in conjunction with past business combinations. The 2013 impairment analysis indicated no impairment in goodwill. As of June 30, 2014, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the second quarter of 2014, and we believe the assumptions used in the analysis performed in 2013 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the first six months of 2014.

The Partnership has finite‑lived intangible assets recorded that are amortized. The finite‑lived assets consist of supply agreements, favorable/unfavorable 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. Supply agreements are being amortized over a weighted-average period of approximately five years. Favorable/unfavorable leasehold arrangements are being amortized over an average period of approximately 10 years. Non-competes are being amortized over the terms of the agreement and are included in other intangibles below. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill:



	December 31, 2013						June 30, 2014
	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
	(in thousands)
Finite-lived
Supply agreements	$	31,982	$	11,705	$	20,277	$	35,429	$	13,317	$	22,112
Favorable leasehold arrangements, net	236		51		185		236		57		179
Loan origination costs	2,437		483		1,954		2,437		745		1,692
Other intangibles	389		33		356		389		80		309
Intangible assets, net	$	35,044	$	12,272	$	22,772	$	38,491	$	14,199	$	24,292

Long-Term Debt (Notes)

Long-Term Debt

Long-term debt consisted of the following:



	December 31, 2013		June 30, 2014
	(in thousands)
SUSP Term loan, bearing interest at Prime or LIBOR plus an applicable margin	$	25,866	$	—
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin	156,210		232,240
Notes payable, bearing interest at 6% and 4%	4,075		4,061
Total debt	186,151		236,301
Less: Current maturities	525		525
Long-term debt, net of current maturities	$	185,626	$	235,776

Term Loan and Security Agreement

On September 25, 2012, in connection with the IPO, we entered into a Term Loan and Security Agreement with Bank of America, N.A. for a $180.7 million term loan facility, expiring September 25, 2015 (the “SUSP Term Loan”). Borrowings under the SUSP Term Loan bear interest at (i) a base rate (a rate based off of the higher of (a) the Federal Funds Rate plus 0.5%, (b) Bank of America's prime rate or (c) LIBOR plus 1.00%) or (ii) LIBOR plus 0.25%. In order to obtain the SUSP Term Loan on more favorable terms, SUSP pledged investment grade securities in an amount equal to or greater than 98% of the outstanding principal amount of the SUSP Term Loan (the “Collateral Account”). The SUSP Term Loan was repaid and the Collateral Account was liquidated by the end of the first quarter of 2014.

Revolving Credit Agreement

On September 25, 2012, we entered into a $250 million revolving credit agreement with a syndicate of banks (the “SUSP Revolver”) expiring September 25, 2017. In December 2013, the SUSP Revolver commitments were increased by $150 million to a total of $400 million while retaining the ability to increase the SUSP Revolver by an additional $100 million. Borrowings under the revolving credit facility bear interest at (i) a base rate plus an applicable margin ranging from 1.00% to 2.25% or (ii) LIBOR plus an applicable margin ranging from 2.00% to 3.25%, (determined with reference to our consolidated total leverage ratio). In addition, the unused portion of our revolving credit facility is subject to a commitment fee ranging from 0.375% to 0.50%, based on our consolidated total leverage ratio.

The SUSP Revolver requires us to maintain a minimum consolidated interest coverage ratio of not less than 2.50 to 1.00, and a consolidated total leverage ratio of not more than 4.50 to 1.00, subject to certain adjustments. Indebtedness under the SUSP Revolver is secured by a security interest in, among other things, all of our present and future personal property and all of the personal property of our guarantors, the capital stock of our subsidiaries, and any intercompany debt. Additionally, if our consolidated total leverage ratio exceeds 3.00 to 1.00 at the end of any fiscal quarter, we will be required, upon request of the lenders, to grant mortgage liens on all real property owned by the Partnership and its subsidiary guarantors.

As of June 30, 2014, the balance on the SUSP Revolver was $232.2 million, and $10.9 million in standby letters of credit were outstanding. The unused availability on the SUSP Revolver at June 30, 2014 was $156.9 million. SUSP was in compliance with all financial covenants at June 30, 2014.

Guaranty by SUSS of SUSP Term Loan and SUSP Revolver

SUSS entered into a Guaranty of Collection (the “Guaranty”) in connection with the SUSP Term Loan and the SUSP Revolver. Pursuant to the Guaranty, SUSS guarantees the collection of (i) the principal amount outstanding under the SUSP Term Loan and (ii) the SUSP Revolver. SUSS' obligation under the Guaranty is limited to $180.7 million. SUSS is not required to make payments under the Guaranty unless and until (a) SUSP has failed to make a payment on the SUSP Term Loan or SUSP Revolver, (b) the obligations under such facilities have been accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, have been exhausted and (d) the applicable lenders have failed to collect the full amount owing on such facilities. In addition, SUSS entered into a Reimbursement Agreement with PropCo, whereby SUSS is obligated to reimburse PropCo for any amounts paid by PropCo under the guaranty of the SUSP Revolver executed by SUSP's subsidiaries. SUSS' exposure under this reimbursement agreement is limited, when aggregated with its obligation under the Guaranty, to $180.7 million.

Other Debt

In August 2010 we entered into a mortgage note for an aggregate initial borrowing amount of $1.2 million. Pursuant to the terms of the mortgage note, we make monthly installment payments that are comprised of principal and interest through the maturity date of July 1, 2016. The balance outstanding at December 31, 2013 and June 30, 2014 was $1.1 million. The mortgage note bears interest at a fixed rate of 6.0%. The mortgage note is secured by a first priority security interest in a property owned by the Partnership.

In September 2013, we assumed a $3.0 million term loan obligation from SUSS as part of the contribution of net assets of Gainesville Fuel business ("GFI Contribution"). The term loan had an outstanding balance of $3.0 million as of June 30, 2014 and bears a 4.0% fixed rate.

The estimated fair value of long-term debt is calculated using Level 3 inputs. The fair value of debt as of June 30, 2014, is estimated to be approximately $236.6 million, based on the current balance of the SUSP Revolver and an analysis of the net present value of remaining payments on the other notes payable at a rate calculated off U.S. Treasury Securities.

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.

Commitments And Contingencies (Notes)

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:



	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2014		June 30, 2013		June 30, 2014
	(in thousands)
Cash rent:
Store base rent	$	207	$	220	$	417	$	416
Equipment rent	81		60		75		108
Total cash rent	288		280		492		524
Non-cash rent:
Straight-line rent	12		4		12		9
Net rent expense	$	300	$	284	$	504	$	533

Equipment rent consists primarily of store equipment and vehicles.

Letters of Credit

We were contingently liable for $10.9 million related to irrevocable letters of credit required by various third parties at June 30, 2014, under the SUSP Revolver.

Interest Expense And Interest Income (Notes)

Interest Expense and Interest Income

The components of net interest expense are as follows:



	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
	(in thousands)
Cash interest expense	$	748		$	1,667		$	1,444		$	3,096
Amortization of loan costs	95			130			190			226
Cash interest income	(77		)	(23		)	(185		)	(46		)
Interest expense, net	$	766		$	1,774		$	1,449		$	3,276

Income Tax (Notes)

Income Tax

As a limited partnership, we are generally not subject to state and federal income tax, with the exception of the state of Texas. Included in our provision for income tax is a tax imposed by the state of Texas of 0.5% of gross margin in Texas (“franchise 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 includable in the federal and state income tax returns of each unitholder. We are, however, subject to a statutory requirement that our non-qualifying income cannot exceed 10% of our total gross income, determined on a calendar year basis under the applicable income tax provisions. If the amount of our non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. Accordingly, certain activities that generate non-qualifying income are conducted through a taxable corporate subsidiary, PropCo. PropCo is subject to federal and state income tax and pays any income taxes related to the results of its operations. For the year ended December 31, 2013 and the six months ended June 30, 2014, our non-qualifying income did not exceed the statutory limit.



	Three Months Ended										Six Months Ended
	June 30, 2013					June 30, 2014					June 30, 2013					June 30, 2014
	(in thousands)			Tax rate %		(in thousands)			Tax rate %		(in thousands)			Tax rate %		(in thousands)			Tax rate %
Tax at statutory federal rate	$	3,418		35.0	%	$	3,400		35.0	%	$	6,321		35.0	%	$	6,949		35.0	%
Partnership earnings not subject to tax	(3,406		)	(34.8	)%	(3,385		)	(34.8	)%	(6,309		)	(34.9	)%	(6,995		)	(35.2	)%
State and local tax, net of federal benefit	72			0.7	%	105			1.0	%	141			0.8	%	173			0.8	%
Net income tax expense	$	84		0.9	%	$	120		1.2	%	$	153		0.9	%	$	127		0.6	%

Equity (Notes)

Equity

As of June 30, 2014, SUSS owned 79,308 common units and 10,939,436 subordinated units, which together constitute a 50.2% ownership interest in us. As of June 30, 2014 the public owned 10,941,456 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 SUSS.

The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):



Attributable to Common Units
	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
Distributions (a)	$	4,953		$	5,761		$	9,739		$	11,297
Distributions in excess of income	(113		)	(978		)	(786		)	(1,430		)
Limited partners' interest in net income	$	4,840		$	4,783		$	8,953		$	9,867

Attributable to Subordinated Units
	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
Distributions (a)	$	4,953		$	5,716		$	9,739		$	11,207
Distributions in excess of income	(113		)	(968		)	(786		)	(1,411		)
Limited partners' interest in net income	$	4,840		$	4,748		$	8,953		$	9,796

(a) Distributions declared per unit to unitholders as of record date	$0.4528			$0.5197			$0.8903			$1.0218

Cash Distributions

Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. The following table summarizes the cash distributions paid or payable for 2014.



Payment Date	Per Unit Distribution		Total Cash Distribution
			( in thousands)
February 28, 2014	$	0.4851	$	10,650
May 30, 2014	$	0.5021	$	11,026
August 29, 2014	$	0.5197	$	11,477

Incentive Distribution Rights

The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and SUSS (in its capacity as the holder of our incentive distribution rights or "IDRs") based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of SUSS and the 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 SUSS 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 for SUSS assume that there are no arrearages on common units and that SUSS continues to own all of the IDRs.



		Marginal percentage interest in distributions
	Total quarterly distribution per unit target amount	Unitholders		SUSS
Minimum Quarterly Distribution	$0.4375	100	%	—
First Target Distribution	Above $0.4375 up to $0.503125	100	%	—
Second Target Distribution	Above $0.503125 up to $0.546875	85	%	15	%
Third Target Distribution	Above $0.546875 up to $0.656250	75	%	25	%
Thereafter	Above $0.656250	50	%	50	%

Our distribution to limited partners declared for the second quarter of 2014 exceeded the "second target distribution" level, therefore SUSS will receive an incentive distribution payment of $64,000, in addition to its regular limited partner distribution.

Equity-Based Compensation (Notes)

Share-Based Compensation

Equity-Based Compensation

Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2014		June 30, 2013		June 30, 2014
Phantom common units	$	183	$	123	$	306	$	232
SUSS allocated expense	218		654		500		1,252
Total equity-based compensation expense	$	401	$	777	$	806	$	1,484

Phantom Common Unit Awards

During 2014, 6,354 phantom unit grants have been issued. The fair value of each phantom unit on the grant date is 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 do not receive dividends until vested. The estimated fair value of our phantom units is amortized over the vesting period using the straight-line method. Non-employee director awards vest over a one-to-three-year period and employee awards vest ratably over a two-to-five-year service period. The fair value of nonvested service phantom units outstanding as of June 30, 2014, totaled $0.8 million which will be amortized to expense over the requisite service period.

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 December 31, 2012	32,500		$	18.93
Granted	15,815		27.15
Vested	(11,352	)	21.50
Nonvested at December 31, 2013	36,963		21.66
Granted	6,354		33.24
Vested	(5,104	)	26.79
Forfeited	(3,000	)	18.42
Nonvested at June 30, 2014	35,213		$	23.22

Net Income per Unit (Notes)

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, after deducting any incentive distributions, 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 to SUSS, the holder of the IDRs, pursuant to our partnership agreement which are declared and paid following the close of each quarter. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.

In addition to the common and subordinated units, we have also identified the IDRs as participating securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of nonvested 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:



	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2014		June 30, 2013		June 30, 2014
	(in thousands, except units and per unit amounts)
Net income	$	9,680	$	9,595	$	17,907	$	19,727
Less: Incentive distribution rights	—		64		—		64
Limited partners' interest in net income	$	9,680	$	9,531	$	17,907	$	19,663

Weighted average limited partner units outstanding:
Common - basic	10,939,436		11,020,764		10,939,436		11,019,063
Common - equivalents	18,461		25,525		15,323		25,311
Common - diluted	10,957,897		11,046,289		10,954,759		11,044,374
Subordinated - SUSS (basic and diluted)	10,939,436		10,939,436		10,939,436		10,939,436
Net income per limited partner unit:
Common - basic	$	0.44	$	0.43	$	0.82	$	0.90
Common - diluted	$	0.44	$	0.43	$	0.82	$	0.89
Subordinated - SUSS (basic and diluted)	$	0.44	$	0.43	$	0.82	$	0.90

Related-Party Transactions

We entered into two long-term, fee-based commercial agreements with SUSS in connection with our IPO, summarized as follows:

•

Distribution contract - a 10-year agreement under which we are the exclusive distributor of motor fuel to SUSS' existing Stripes® convenience stores and independently operated consignment locations, and to all future sites purchased by SUSP pursuant to the sale and leaseback option under the Omnibus Agreement, at cost, including tax and transportation costs, plus a fixed profit margin of approximately three cents per gallon. In addition, all future motor fuel volumes purchased by SUSS for its own account will be added to the distribution contract pursuant to the terms of the Omnibus Agreement.


•	Transportation contract - a 10-year transportation logistics agreement, pursuant to which SUSS will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by SUSS to third parties for the delivery of motor fuel.

Omnibus Agreement

In addition to the commercial agreements described above, we also entered into an Omnibus Agreement with SUSS pursuant to which, among other things, we received a three-year option to purchase from SUSS up to 75 of SUSS' new or recently constructed Stripes® convenience stores at their cost and lease the stores back to them at a specified rate for a 15-year initial term, and SUSP will be the exclusive distributor of motor fuel to such stores for a period of ten years from the date of purchase. We also received a ten-year right to participate in acquisition opportunities with SUSS, to the extent SUSP and SUSS are able to reach an agreement on terms, and the exclusive right to distribute motor fuel to certain of SUSS' newly constructed convenience stores and independently operated consignment locations. In addition, we agreed to reimburse our general partner and its affiliates for the costs incurred in managing and operating SUSP. The Omnibus Agreement also provides for certain indemnification obligations between SUSS and SUSP.

Summary of Transactions

Related-party transactions with SUSS are as follows:

•

The Partnership sells motor fuel to SUSS for resale at its Stripes® convenience stores and independently operated consignment locations. Motor fuel sales to affiliates for the three and six months ended June 30, 2014, were $862.5 million and $1.6 billion, resulting in gross profit of $8.7 million and $17.1 million, respectively. Motor fuel sales to affiliates for the three and six months ended June 30, 2013, were $751.3 million and $1.5 billion, resulting in gross profit of $7.9 million and $15.4 million, respectively. Additionally, we collect credit card receipts from the motor fuel suppliers on SUSS' behalf.

•

SUSS charged us for general and administrative services under the Omnibus Agreement for oversight of the Partnership. Such amounts include certain expenses allocated by SUSS for general corporate services, such as finance, internal audit and legal services, which are included in general and administrative expenses. These expenses were charged or allocated to the Partnership based on the nature of the expenses and our proportionate share of employee time and headcount, which management believes to be reasonable. SUSS charged us $0.9 million and $1.7 million for the three and six months ended June 30, 2014, including non-cash stock based compensation. SUSS charged us $0.6 million and $1.2 million for the three and six months ended June 30, 2013, including non-cash stock based compensation.


•	We reimbursed SUSS for costs of employees supporting our operations of $3.6 million and $2.7 million during the three months ended June 30, 2014 and 2013, respectively and $7.0 million and $5.3 million during the first six months of 2014 and 2013, respectively.


•	We distributed $5.5 million and $10.8 million during the three and six month periods ended June 30, 2014, respectively, to SUSS as regular distributions on its common and subordinated units.


•	SUSS charged us for transportation services under the Transportation Contract for delivery of motor fuel to our customers of $14.3 million and $12.6 million for the three months ended June 30, 2014 and 2013, respectively and $27.6 million and $24.2 million during the first six months of 2014 and 2013.

•

We acquired six convenience store properties from SUSS for $31.0 million during the three months ended June 30, 2014. During the first six months of 2014, we acquired 13 convenience store properties from SUSS for $58.6 million, including final cost true-up adjustments. Since our IPO, we have acquired a total of 46 convenience store properties from SUSS, for a total cost of $191.7 million which also includes final true up adjustments, through June 30, 2014.


•	We charged SUSS rent on the convenience store properties which were purchased by us and leased back to them. For the three months ended June 30, 2014 and 2013, we charged $3.4 million and $1.3 million, respectively, to SUSS on these leases and $6.4 million and $2.1 million during the first six months of 2014 and 2013.


•	Net accounts receivable from SUSS were $51.7 million and $49.9 million at June 30, 2014 and December 31, 2013, respectively, which are primarily related to fuel purchases from us.

Summary of Significant Accounting Policies (Policies)

New Accounting Pronouncements

FASB ASU No. 2014-09. In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." This update establishes a core principal requiring revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. The Company has not yet determined the adoption method it will apply and the impact that this guidance will have on its financial statements and related disclosures.

FASB ASU No. 2013-11. In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists- Subtopic 740-10." An unrecognized tax benefit, or a portion of an unrecognized tax benefit, shall be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The ASU was effective for annual and interim periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on the presentation of our financial statements.

Accounts Receivable (Tables)

Schedule of Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consisted of the following:



	December 31, 2013			June 30, 2014
	(in thousands)
Accounts receivable, trade	$	68,473		$	74,121
Other receivables	855			619
Allowance for uncollectible accounts, trade	(323		)	(528		)
Accounts receivable, net	$	69,005		$	74,212

Inventories (Tables)

Schedule of Inventories

Inventories consisted of the following:



	December 31, 2013		June 30, 2014
	(in thousands)
Fuel-consignment	$	2,103	$	2,416
Fuel-other wholesale	8,160		35,644
Other	859		911
Inventories, net	$	11,122	$	38,971

Property And Equipment (Tables)

Schedule of Property and Equipment

Property and equipment consisted of the following:



	December 31, 2013			June 30, 2014
	(in thousands)
Land	$	68,213		$	82,995
Buildings and leasehold improvements	83,328			113,520
Equipment	34,703			50,539
Construction in progress	7,322			10,805
Total property and equipment	193,566			257,859
Less: Accumulated depreciation	(13,439		)	(18,269		)
Property and equipment, net	$	180,127		$	239,590

Goodwill and Other Intangible Assets (Tables)

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill:



	December 31, 2013						June 30, 2014
	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
	(in thousands)
Finite-lived
Supply agreements	$	31,982	$	11,705	$	20,277	$	35,429	$	13,317	$	22,112
Favorable leasehold arrangements, net	236		51		185		236		57		179
Loan origination costs	2,437		483		1,954		2,437		745		1,692
Other intangibles	389		33		356		389		80		309
Intangible assets, net	$	35,044	$	12,272	$	22,772	$	38,491	$	14,199	$	24,292

Long-Term Debt (Tables)

Schedule of Long-term Debt

Long-term debt consisted of the following:



	December 31, 2013		June 30, 2014
	(in thousands)
SUSP Term loan, bearing interest at Prime or LIBOR plus an applicable margin	$	25,866	$	—
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin	156,210		232,240
Notes payable, bearing interest at 6% and 4%	4,075		4,061
Total debt	186,151		236,301
Less: Current maturities	525		525
Long-term debt, net of current maturities	$	185,626	$	235,776

Commitments And Contingencies (Tables)

Schedule of Rent Expense

The components of net rent expense are as follows:



	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2014		June 30, 2013		June 30, 2014
	(in thousands)
Cash rent:
Store base rent	$	207	$	220	$	417	$	416
Equipment rent	81		60		75		108
Total cash rent	288		280		492		524
Non-cash rent:
Straight-line rent	12		4		12		9
Net rent expense	$	300	$	284	$	504	$	533

Interest Expense And Interest Income (Tables)

Schedule of Interest Expense and Interest Income

The components of net interest expense are as follows:



	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
	(in thousands)
Cash interest expense	$	748		$	1,667		$	1,444		$	3,096
Amortization of loan costs	95			130			190			226
Cash interest income	(77		)	(23		)	(185		)	(46		)
Interest expense, net	$	766		$	1,774		$	1,449		$	3,276

Income Tax (Tables)

Schedule of Effective Income Tax Rate Reconciliation

For the year ended December 31, 2013 and the six months ended June 30, 2014, our non-qualifying income did not exceed the statutory limit.



	Three Months Ended										Six Months Ended
	June 30, 2013					June 30, 2014					June 30, 2013					June 30, 2014
	(in thousands)			Tax rate %		(in thousands)			Tax rate %		(in thousands)			Tax rate %		(in thousands)			Tax rate %
Tax at statutory federal rate	$	3,418		35.0	%	$	3,400		35.0	%	$	6,321		35.0	%	$	6,949		35.0	%
Partnership earnings not subject to tax	(3,406		)	(34.8	)%	(3,385		)	(34.8	)%	(6,309		)	(34.9	)%	(6,995		)	(35.2	)%
State and local tax, net of federal benefit	72			0.7	%	105			1.0	%	141			0.8	%	173			0.8	%
Net income tax expense	$	84		0.9	%	$	120		1.2	%	$	153		0.9	%	$	127		0.6	%

Equity (Tables)

Schedule of Net Income Allocation By Partners

The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):



Attributable to Common Units
	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
Distributions (a)	$	4,953		$	5,761		$	9,739		$	11,297
Distributions in excess of income	(113		)	(978		)	(786		)	(1,430		)
Limited partners' interest in net income	$	4,840		$	4,783		$	8,953		$	9,867

Attributable to Subordinated Units
	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
Distributions (a)	$	4,953		$	5,716		$	9,739		$	11,207
Distributions in excess of income	(113		)	(968		)	(786		)	(1,411		)
Limited partners' interest in net income	$	4,840		$	4,748		$	8,953		$	9,796

(a) Distributions declared per unit to unitholders as of record date	$0.4528			$0.5197			$0.8903			$1.0218

Schedule of Incentive Distribution Rights to Limited Partners

The percentage interests set forth below for SUSS assume that there are no arrearages on common units and that SUSS continues to own all of the IDRs.



		Marginal percentage interest in distributions
	Total quarterly distribution per unit target amount	Unitholders		SUSS
Minimum Quarterly Distribution	$0.4375	100	%	—
First Target Distribution	Above $0.4375 up to $0.503125	100	%	—
Second Target Distribution	Above $0.503125 up to $0.546875	85	%	15	%
Third Target Distribution	Above $0.546875 up to $0.656250	75	%	25	%
Thereafter	Above $0.656250	50	%	50	%

Distributions Made to Limited Partner, by Distribution

The following table summarizes the cash distributions paid or payable for 2014.



Payment Date	Per Unit Distribution		Total Cash Distribution
			( in thousands)
February 28, 2014	$	0.4851	$	10,650
May 30, 2014	$	0.5021	$	11,026
August 29, 2014	$	0.5197	$	11,477

Equity-Based Compensation (Tables)

Schedule of Equity Based Compensation Expense

Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2014		June 30, 2013		June 30, 2014
Phantom common units	$	183	$	123	$	306	$	232
SUSS allocated expense	218		654		500		1,252
Total equity-based compensation expense	$	401	$	777	$	806	$	1,484

Schedule of Nonvested Share Activity

A summary of our phantom unit award activity is set forth below:



	Number of Phantom Common Units		Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2012	32,500		$	18.93
Granted	15,815		27.15
Vested	(11,352	)	21.50
Nonvested at December 31, 2013	36,963		21.66
Granted	6,354		33.24
Vested	(5,104	)	26.79
Forfeited	(3,000	)	18.42
Nonvested at June 30, 2014	35,213		$	23.22

Net Income per Unit (Tables)

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:



	Three Months Ended				Six Months Ended
	June 30, 2013		June 30, 2014		June 30, 2013		June 30, 2014
	(in thousands, except units and per unit amounts)
Net income	$	9,680	$	9,595	$	17,907	$	19,727
Less: Incentive distribution rights	—		64		—		64
Limited partners' interest in net income	$	9,680	$	9,531	$	17,907	$	19,663

Weighted average limited partner units outstanding:
Common - basic	10,939,436		11,020,764		10,939,436		11,019,063
Common - equivalents	18,461		25,525		15,323		25,311
Common - diluted	10,957,897		11,046,289		10,954,759		11,044,374
Subordinated - SUSS (basic and diluted)	10,939,436		10,939,436		10,939,436		10,939,436
Net income per limited partner unit:
Common - basic	$	0.44	$	0.43	$	0.82	$	0.90
Common - diluted	$	0.44	$	0.43	$	0.82	$	0.89
Subordinated - SUSS (basic and diluted)	$	0.44	$	0.43	$	0.82	$	0.90

Organization and Principles of Consolidation (Details) (USD $)

0 Months Ended

3 Months Ended

6 Months Ended

21 Months Ended

6 Months Ended

Apr. 28, 2014

Jun. 30, 2013

Jun. 30, 2014

Apr. 27, 2014

units

Jun. 30, 2014

Parent Company [Member]

Organization and Principles of Consolidation [Line Items]

Units sold in IPO

10,925,000

Ownership Percentage

50.20%

Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions

50.20%

100.00%

Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest

0.00%

Excise Taxes

$ 2,800,000

$ 12,000,000

Limited Partners' Capital Account, Units Outstanding

11,000,000

Cash Paid in Exchange of Each Share

80.25

Number of Shares Received in Exchange of Each Share

1.4506

Percentage of Maximum Cash Consideration in Total Consideration

50.00%

Termination Fee upon Termination of Merger Agreement

$ 68,000,000

Accounts Receivable (Details) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2014

Dec. 31, 2013

Accounts, Notes, Loans and Financing Receivable [Line Items]

Allowance for uncollectible accounts, trade

$ (528)

$ (323)

Accounts receivable, net

74,212

69,005

Receivables from affiliates

51,727

49,879

Trade Accounts Receivable [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts receivable, gross, current

74,121

68,473

Other Receivables [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts receivable, gross, current

619

855

Affiliated Entity [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Receivables from affiliates

$ 51,700

$ 49,900

Inventories (Details) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2014

Dec. 31, 2013

Schedule Of Inventory [Line Items]

Fuel-consignment

$ 2,416

$ 2,103

Fuel-other wholesale

35,644

8,160

Other

911

859

Inventories, net

$ 38,971

$ 11,122

Property And Equipment (Details) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2014

Dec. 31, 2013

Property, Plant and Equipment [Line Items]

Total property and equipment

$ 257,859

$ 193,566

Accumulated depreciation

(18,269)

(13,439)

Property and equipment, net

239,590

180,127

Land [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment

82,995

68,213

Buildings and leasehold improvements [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment

113,520

83,328

Equipment [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment

50,539

34,703

Construction in progress [Member]

Property, Plant and Equipment [Line Items]

Total property and equipment

$ 10,805

$ 7,322

Goodwill and Other Intangible Assets (Details) (USD $)

In Thousands, unless otherwise specified

6 Months Ended

Jun. 30, 2014

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

$ 22,823

Finite-Lived Intangible Assets, Net [Abstract]

Finite-lived intangible assets, Gross carrying amount

38,491

35,044

Finite-lived intangible assets, Accumulated amortization

14,199

12,272

Intangible assets, net

24,292

22,772

Supply agreements [Member]

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Average amortization period

5 years

Finite-Lived Intangible Assets, Net [Abstract]

Finite-lived intangible assets, Gross carrying amount

35,429

31,982

Finite-lived intangible assets, Accumulated amortization

13,317

11,705

Finite-lived intangible assets, Net

22,112

20,277

(Unfavorable) favorable leasehold arrangements, net [Member]

Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]

Average amortization period

10 years

Finite-Lived Intangible Assets, Net [Abstract]

Finite-lived intangible assets, Gross carrying amount

236

Finite-lived intangible assets, Accumulated amortization

57

51

Finite-lived intangible assets, Net

179

185

Loan origination commitments [Member]

Finite-Lived Intangible Assets, Net [Abstract]

Finite-lived intangible assets, Gross carrying amount

2,437

Finite-lived intangible assets, Accumulated amortization

745

483

Finite-lived intangible assets, Net

1,692

1,954

Other [Member]

Finite-Lived Intangible Assets, Net [Abstract]

Finite-lived intangible assets, Gross carrying amount

389

Finite-lived intangible assets, Accumulated amortization

80

33

Finite-lived intangible assets, Net

$ 309

$ 356

Long-Term Debt (Details) (USD $)

In Thousands, unless otherwise specified

Jun. 30, 2014

Dec. 31, 2013

Debt Instrument [Line Items]

Total debt

$ 236,301

$ 186,151

Less: Current maturities

525

Long-term debt, net of current maturities

235,776

185,626

SUSP Term Loan [Member] |
Term Loan [Member]

Debt Instrument [Line Items]

Total debt

0

25,866

Susser Petroleum Partners Revolver [Member] |
Revolving Credit Agreement [Member]

Debt Instrument [Line Items]

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

232,240

156,210

Notes Payable, Six and Four Percent [Member] |
Other Notes Payables [Member]

Debt Instrument [Line Items]

Notes payable, bearing interest at 6% and 4%

$ 4,061

$ 4,075

Long-Term Debt (Term Loan and Security Agreement) (Details) (SUSP Term Loan [Member], Term Loan [Member], USD $)

In Millions, unless otherwise specified

6 Months Ended

Jun. 30, 2014

Debt Instrument [Line Items]

Face amount

$ 180.7

Covenant collateral percentage amount

98.00%

Federal Funds Rate [Member]

Debt Instrument [Line Items]

Basis spread on variable rate

0.50%

LIBOR [Member]

Debt Instrument [Line Items]

Basis spread on variable rate

1.00%

LIBOR plus Federal Funds Rate or LIBOR plus Prime Rate [Member]

Debt Instrument [Line Items]

Basis spread on variable rate

0.25%

Long-Term Debt (Revolving Credit Agreement) (Details) (Revolving Credit Agreement [Member], Susser Petroleum Partners Revolver [Member], USD $)

12 Months Ended

6 Months Ended

Dec. 31, 2013

Jun. 30, 2014

Standby Letters of Credit [Member]

Jun. 30, 2014

Minimum [Member]

Jun. 30, 2014

Minimum [Member]

LIBOR [Member]

Jun. 30, 2014

Minimum [Member]

Applicable Margin Range [Member]

Jun. 30, 2014

Maximum [Member]

Jun. 30, 2014

Maximum [Member]

LIBOR [Member]

Jun. 30, 2014

Maximum [Member]

Applicable Margin Range [Member]

Jun. 30, 2014

Predecessor [Member]

Debt Instrument [Line Items]

Maximum borrowing capactiy

$ 400,000,000

$ 250,000,000

Option to Increase Revolver

100,000,000

Line of Credit Facility, Increase (Decrease), Net

150,000,000

Basis spread on variable rate

1.00%

2.00%

2.25%

3.25%

Commitment fee percentage

0.375%

0.50%

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

156,210,000

232,240,000

Consolidated interest coverage ratio

2.50

1.00

Consolidated total leverage ratio

4.50

1.00

Consolidated total leverage ratio at end of fiscal quarter

3.00

1.00

Letters of Credit Outstanding, Amount

10,900,000

Current borrowing capacity

$ 156,900,000

Long-Term Debt (Guaranty of Debt) (Details) (Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $)

In Millions, unless otherwise specified

Jun. 30, 2014

Revolving Credit Facility and Term Loan [Member] |
Guaranty of Collection [Member]

Debt Instrument [Line Items]

Amount of debt guaranteed

$ 180.7

Long-Term Debt (Other Debt) (Details) (USD $)

Jun. 30, 2014

Debt Instrument [Line Items]

Debt at fair value

$ 236,600,000

Notes Payable - 6% [Member] |
Other Notes Payables [Member]

Debt Instrument [Line Items]

Face amount

1,200,000

Notes payable

1,100,000

Stated interest rate

6.00%

Notes Payable, Four Percent [Member] |
Other Notes Payables [Member]

Debt Instrument [Line Items]

Face amount

3,000,000

Notes payable

$ 3,000,000

Stated interest rate

4.00%

Commitments And Contingencies (Details) (USD $)

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Operating Leased Assets [Line Items]

Store base rent

$ 220,000

$ 207,000

$ 416,000

$ 417,000

Equipment rent

60,000

81,000

108,000

75,000

Total cash rent

280,000

288,000

524,000

492,000

Straight Line Rent

4,000

12,000

9,000

12,000

Net rent expense

284,000

300,000

533,000

504,000

Minimum [Member]

Operating Leased Assets [Line Items]

Lease term

5 years

Maximum [Member]

Operating Leased Assets [Line Items]

Lease term

15 years

Standby Letters of Credit [Member] |
Susser Petroleum Partners Revolver [Member] |
Revolving Credit Agreement [Member]

Operating Leased Assets [Line Items]

Letters of Credit Outstanding, Amount

$ 10,900,000

Interest Expense And Interest Income (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Interest Expense and Interest Income [Line Items]

Cash interest expense

$ 1,667

$ 748

$ 3,096

$ 1,444

Amortization of loan costs

130

95

226

190

Cash interest income

(23)

(77)

(46)

(185)

Interest expense, net

$ 1,774

$ 766

$ 3,276

$ 1,449

Income Tax (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Income Tax Contingency [Line Items]

Tax at Statutory Federal Rate

$ 3,400

$ 3,418

$ 6,949

$ 6,321

Tax at Statutory Federal Rate, Percentage

35.00%

Partnership earnings not subject to tax

(3,385)

(3,406)

(6,995)

(6,309)

Partnership earnings not subject to tax, Percentage

(34.80%)

(35.20%)

(34.90%)

State and local tax, net of federal benefit

105

72

173

141

State and local tax, net of federal benefit, Percentage

1.00%

0.70%

0.80%

Net income tax expense

$ 120

$ 84

$ 127

$ 153

Effective Income Tax Rate

1.20%

0.90%

0.60%

0.90%

Non-qualifying income %

10.00%

Margin tax

0.50%

Equity (Details)

Apr. 27, 2014

Jun. 30, 2014

Common Units - Public [Member]

Jun. 30, 2014

Common Units - Affiliates [Member]

Jun. 30, 2014

Subordinated Units [Member]

Dec. 31, 2013

Subordinated Units [Member]

Jun. 30, 2014

Parent Company [Member]

Schedule of Partners' Capital [Line Items]

Limited Partners' Capital Account, Units Outstanding

11,000,000

10,941,456

79,308

10,939,436

Ownership Percentage

50.20%

Equity (Allocations of Net Income) (Details) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Schedule of Partners' Capital [Line Items]

Cash distribution per unit

$ 0.5197

$ 0.4528

$ 1.0218

$ 0.8903

Common Units [Member]

Schedule of Partners' Capital [Line Items]

Distributions

$ 5,761

$ 4,953

$ 11,297

$ 9,739

Distributions in excess of income

(978)

(113)

(1,430)

(786)

Net Income (Loss) Allocated to Limited Partners

4,783

4,840

9,867

8,953

Subordinated Units [Member]

Schedule of Partners' Capital [Line Items]

Distributions

5,716

4,953

11,207

9,739

Distributions in excess of income

(968)

(113)

(1,411)

(786)

Net Income (Loss) Allocated to Limited Partners

$ 4,748

$ 4,840

$ 9,796

$ 8,953

Equity (Cash Distributions) (Details) (USD $)

In Thousands, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Distribution Made to Limited Partner [Line Items]

Cash distribution per unit

$ 0.5197

$ 0.4528

$ 1.0218

$ 0.8903

Distributions to Unitholders

$ 10,799

$ 9,559

February 28, 2014 [Member]

Distribution Made to Limited Partner [Line Items]

Cash distribution per unit

$ 0.4851

Distributions to Unitholders

10,650

May 30, 2014 [Member]

Distribution Made to Limited Partner [Line Items]

Cash distribution per unit

$ 0.5021

Distributions to Unitholders

11,026

August 29, 2014 [Member]

Distribution Made to Limited Partner [Line Items]

Cash distribution per unit

$ 0.5197

Distributions to Unitholders

$ 11,477

Equity (Incentive Distribution Rights) (Details) (USD $)

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive distribution rights

$ 64,000

$ 0

$ 64,000

$ 0

Minimum Quarterly Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.4375

Common Units [Member] |
Minimum Quarterly Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

100.00%

Common Units [Member] |
First Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

100.00%

Common Units [Member] |
Second Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

85.00%

Common Units [Member] |
Third Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

75.00%

Common Units [Member] |
Distributions Thereafter [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

50.00%

Subordinated Units [Member] |
Minimum Quarterly Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

0.00%

Subordinated Units [Member] |
First Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

0.00%

Subordinated Units [Member] |
Second Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

15.00%

Subordinated Units [Member] |
Third Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

25.00%

Subordinated Units [Member] |
Distributions Thereafter [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Marginal Percentage Interest in Distribution

50.00%

Minimum [Member] |
First Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.4375

Minimum [Member] |
Second Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.503125

Minimum [Member] |
Third Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.546875

Minimum [Member] |
Distributions Thereafter [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.656250

Maximum [Member] |
First Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.503125

Maximum [Member] |
Second Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.546875

Maximum [Member] |
Third Target Distribution [Member]

Incentive Distribution Made to Managing Member or General Partner [Line Items]

Incentive Distribution Quarterly Distribution Target Amount

$ 0.656250

Equity-Based Compensation (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Equity-based compensation expense

$ 777

$ 401

$ 1,484

$ 806

Phantom common units [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Equity-based compensation expense

123

183

232

306

Allocated From SUSS [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Equity-based compensation expense

$ 654

$ 218

$ 1,252

$ 500

Equity-Based Compensation (Phantom Common Unit Awards) (Details) (Phantom common units [Member], 2012 Long Term Incentive Plan [Member], USD $)

In Millions, except Share data, unless otherwise specified

6 Months Ended

12 Months Ended

Jun. 30, 2014

Dec. 31, 2013

Nonvested, Number of Shares [Roll Forward]

Non-vested at beginning of the period, Shares

36,963

32,500

Granted, shares

6,354

15,815

Vested, shares

(5,104)

(11,352)

Forfeited, shares

(3,000)

Non-vested at end of period, Shares

35,213

36,963

Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Non-vested at beginning of the period, Weighted Average Grant Date Fair Value

$ 21.66

$ 18.93

Granted, Weighted Average Grant Date Fair Value

$ 33.24

$ 27.15

Vested, Weighted Average Grant Date Fair Value

$ 26.79

$ 21.50

Forfeited, Weighted Average Grant Date Fair Value

$ 18.42

Non-vested at end of period, Weighted Average Grant Date Fair Value

$ 23.22

$ 21.66

Fair Value Of Nonvested Service Phantom Units

$ 0.8

Non-employee director [Member] |
Minimum [Member]

Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Vesting Period

1 year

Non-employee director [Member] |
Maximum [Member]

Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Vesting Period

3 years

Employee [Member] |
Minimum [Member]

Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Vesting Period

2 years

Employee [Member] |
Maximum [Member]

Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Vesting Period

5 years

Net Income per Unit (Details) (USD $)

3 Months Ended

6 Months Ended

Jun. 30, 2014

Jun. 30, 2013

Jun. 30, 2014

Jun. 30, 2013

Net Income per Unit [Line Items]

Net Income Allocated to Limited Partners

$ 9,595,000

$ 9,680,000

$ 19,727,000

$ 17,907,000

Incentive distribution rights

64,000

0

64,000

0

Net Income (Loss) Allocated to Limited Partners net of IDRs

$ 9,531,000

$ 9,680,000

$ 19,663,000

$ 17,907,000

Common Units [Member]

Net Income per Unit [Line Items]

Weighted Average Limited Partnership Units Outstanding, Basic

11,020,764

10,939,436

11,019,063

10,939,436

Weighted Average Limited Partnership Units Outstanding, Equivalents

25,525

18,461

25,311

15,323

Weighted Average Limited Partnership Units Outstanding

11,046,289

10,957,897

11,044,374

10,954,759

Net Income Per Unit, Diluted

$ 0.43

$ 0.44

$ 0.89

$ 0.82

Net Income Per Unit, Basic

$ 0.43

$ 0.44

$ 0.90

$ 0.82

Subordinated Units [Member]

Net Income per Unit [Line Items]

Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted

10,939,436

Net Income Per Unit, Subordinated, Basic and Diluted

$ 0.43

$ 0.44

$ 0.90

$ 0.82

Related-Party Transactions (Details) (USD $)

3 Months Ended

6 Months Ended

21 Months Ended

Jun. 30, 2014

stores

Jun. 30, 2013

Jun. 30, 2014

agreement

stores

Jun. 30, 2013

Jun. 30, 2014

stores

Dec. 31, 2013

Related Party Transaction [Line Items]

Motor fuel sales to affiliates

$ 862,549,000

$ 751,304,000

$ 1,628,639,000

$ 1,482,031,000

Receivables from affiliates

51,727,000

49,879,000

Affiliated Entity [Member]

Related Party Transaction [Line Items]

Number of long-term commercial agreements

2

Distribution agreement term

10 years

Margin on transportation costs

0.03

Transportation agreement term

10 years

Purchase option term

3 years

Number of convenience stores

75

Initial term

15 years

Exclusive distributor term

10 years

Participation in acquisitions term

10 years

Gross profit from related parties

8,700,000

7,900,000

17,100,000

15,400,000

General and administrative expenses from related parties

900,000

600,000

1,700,000

1,200,000

Reimbursement costs of employees supporting operations

3,600,000

2,700,000

7,000,000

5,300,000

Distribution amount

5,500,000

10,800,000

Charge for transportation services

14,300,000

12,600,000

27,600,000

24,200,000

Number of convenience store properties acquired

6

13

46

Cost for convenience stores acquired

31,000,000

58,600,000

191,700,000

Rent expense

3,400,000

1,300,000

6,400,000

2,100,000

Receivables from affiliates

$ 51,700,000

$ 49,900,000