SUSSER PETROLEUM PARTNERS LP, 10-Q filed on 5/9/2014
Quarterly Report
Document And Entity Information
3 Months Ended
Mar. 31, 2014
May 2, 2014
Common Units [Member]
May 2, 2014
Subordinated Units [Member]
Document Information [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Mar. 31, 2014 
 
 
Document Fiscal Year Focus
2014 
 
 
Document Fiscal Period Focus
Q1 
 
 
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 Common Stock, Shares Outstanding
 
11,020,764 
10,939,436 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 5,957 
$ 8,150 
Accounts receivable, net of allowance for doubtful accounts of $323 at December 31, 2013, and $457 at March 31, 2014
97,875 
69,005 
Receivables from affiliates
60,086 
49,879 
Inventories, net
35,805 
11,122 
Other current assets
329 
66 
Total current assets
200,052 
138,222 
Property and equipment, net
206,144 
180,127 
Other assets:
 
 
Marketable securities
25,952 
Goodwill
22,823 
22,823 
Intangible assets, net
24,954 
22,772 
Other noncurrent assets
190 
188 
Total assets
454,163 
390,084 
Current liabilities:
 
 
Accounts payable
123,017 
110,432 
Accrued expenses and other current liabilities
15,177 
11,427 
Current maturities of long-term debt
525 
525 
Total current liabilities
138,719 
122,384 
Revolving line of credit
230,000 
156,210 
Long-term debt
3,543 
29,416 
Deferred tax liability, long-term portion
193 
222 
Other noncurrent liabilities
1,827 
2,159 
Total liabilities
374,282 
310,391 
Partners' equity:
 
 
Total equity
79,881 
79,693 
Total liabilities and equity
454,163 
390,084 
Common Units - Public [Member]
 
 
Partners' equity:
 
 
Total equity
210,364 
210,269 
Common Units - Affiliates [Member]
 
 
Partners' equity:
 
 
Total equity
1,559 
1,562 
Subordinated Units [Member]
 
 
Partners' equity:
 
 
Total equity
$ (132,042)
$ (132,138)
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Allowance for doubtful accounts
$ 457 
$ 323 
Common Units - Affiliates [Member]
 
 
Partners' equity:
 
 
Limited Partners' Capital Account, Units Issued
79,308 
79,308 
Limited Partners' Capital Account, Units Outstanding
79,308 
79,308 
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 
Subordinated Units [Member]
 
 
Partners' equity:
 
 
Limited Partners' Capital Account, Units Issued
10,939,436 
10,939,436 
Limited Partners' Capital Account, Units Outstanding
10,939,436 
10,939,436 
Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Revenues:
 
 
Motor fuel sales to third parties
$ 444,566 
$ 356,762 
Motor fuel sales to affiliates
766,090 
730,727 
Rental Income
3,923 
1,629 
Other income
2,008 
1,299 
Total revenues
1,216,587 
1,090,417 
Cost of sales:
 
 
Motor fuel cost of sales to third parties
435,723 
350,965 
Motor fuel cost of sales to affiliates
757,723 
723,309 
Other
1,021 
587 
Total cost of sales
1,194,467 
1,074,861 
Gross profit
22,120 
15,556 
Operating expenses:
 
 
General and administrative
4,870 
3,899 
Other operating
2,034 
631 
Rent
249 
204 
Loss on disposal of assets
22 
Depreciation, amortization and accretion
3,326 
1,821 
Total operating expenses
10,479 
6,577 
Income from operations
11,641 
8,979 
Interest expense, net
(1,502)
(683)
Income before income taxes
10,139 
8,296 
Income tax expense
(7)
(69)
Net Income Allocated to Limited Partners
10,132 
8,227 
Cash distribution per unit
$ 0.5021 
$ 0.4375 
Common Units - Public [Member]
 
 
Operating expenses:
 
 
Weighted Average Limited Partnership Units Outstanding
10,938,053 
10,925,000 
Common Units - Affiliates [Member]
 
 
Operating expenses:
 
 
Weighted Average Limited Partnership Units Outstanding
79,308 
14,436 
Subordinated Units [Member]
 
 
Operating expenses:
 
 
Net Income Allocated to Limited Partners
$ 5,047 
$ 4,114 
Net income per limited partner unit:
$ 0.46 
$ 0.38 
Weighted Average Limited Partnership Units Outstanding
10,939,436 
10,939,436 
Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Cash flows from operating activities:
 
 
Net Income Allocated to Limited Partners
$ 10,132 
$ 8,227 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
Depreciation, amortization and accretion
3,326 
1,821 
Amortization of deferred financing fees
96 
95 
Loss on disposal of assets
22 
Non-cash stock based compensation
707 
405 
Deferred income tax
(29)
152 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(28,871)
(8,541)
Accounts receivable from affiliates
(10,207)
2,242 
Inventories
(24,683)
(21,027)
Other assets
(265)
691 
Accounts payable
12,585 
30,668 
Accrued liabilities
3,325 
2,625 
Other noncurrent liabilities
(332)
(285)
Net Cash Provided by (Used in) Operating Activities, Continuing Operations
(34,216)
17,095 
Cash flows from investing activities:
 
 
Capital expenditures
(28,424)
(27,538)
Purchase of intangibles
(2,790)
(314)
Purchase of marketable securities
(312,899)
Redemption of marketable securities
25,952 
338,896 
Proceeds from disposal of property and equipment
17 
Net Cash Used in Investing Activities, Continuing Operations
(5,245)
(1,855)
Cash flows from financing activities:
 
 
Increase in additional borrowings
73,790 
23,010 
Payments on long-term debt
(25,872)
(26,105)
Distributions to Parent
(5,345)
(4,792)
Distribution Made to Unitholders, Cash Distributions Paid
(5,305)
(4,780)
Net cash provided by (used in) financing activities
37,268 
(12,667)
Net increase (decrease) in cash
(2,193)
2,573 
Cash and cash equivalents at beginning of year
8,150 
6,752 
Cash and cash equivalents at end of period
$ 5,957 
$ 9,325 
Organization and Principles of Consolidation
Organization and Principles of Consolidation
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.
    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 March 31, 2014 and for the three months ended March 31, 2013 and March 31, 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 $9.3 million for the three months ended March 31, 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
Summary of Significant Accounting Policies
New Accounting Pronouncements

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
Accounts Receivable
Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consisted of the following:
 
December 31,
2013
 
March 31,
2014
 
(in thousands)
Accounts receivable, trade
$
68,473

 
$
98,085

Other receivables
855

 
247

Allowance for uncollectible accounts, trade
(323
)
 
(457
)
Accounts receivable, net
$
69,005

 
$
97,875


Accounts receivable from affiliates are $49.9 million and $60.1 million as of December 31, 2013 and March 31, 2014, respectively. For additional information regarding our affiliated receivables, see Note 14.
Inventories
Inventories
Inventories

Inventories consisted of the following:
 
December 31,
2013
 
March 31,
2014
 
(in thousands)
Fuel-consignment
$
2,103

 
$
2,128

Fuel-other wholesale
8,160

 
32,798

Other
859

 
879

Inventories, net
$
11,122

 
$
35,805

Property And Equipment
Property and Equipment
Property and Equipment

Property and equipment consisted of the following:
 
December 31,
2013
 
March 31,
2014
 
(in thousands)
Land
$
68,213

 
$
76,412

Buildings and leasehold improvements
83,328

 
98,604

Equipment
34,703

 
39,880

Construction in progress
7,322

 
7,096

Total property and equipment
193,566

 
221,992

Less: Accumulated depreciation
(13,439
)
 
(15,848
)
Property and equipment, net
$
180,127

 
$
206,144

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

Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At December 31, 2013 and March 31, 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 March 31, 2014, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the first 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 three 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.
Included in supply agreement at March 31, 2014, are approximately $2.5 million related to the acquisition of 19 fuel distribution contract during the first quarter. The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill:
 
 
December 31, 2013
 
March 31, 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

 
$
35,083

 
$
12,502

 
$
22,581

Favorable leasehold arrangements, net
236

 
51

 
185

 
236

 
54

 
182

Loan origination costs
2,437

 
483

 
1,954

 
2,437

 
578

 
1,859

Other intangibles
389

 
33

 
356

 
389

 
57

 
332

Intangible assets, net
$
35,044

 
$
12,272

 
$
22,772

 
$
38,145

 
$
13,191

 
$
24,954

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

Long-term debt consisted of the following:
 
December 31,
2013
 
March 31,
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

 
230,000

Notes payable, bearing interest at 6% and 4%
4,075

 
4,068

Total debt
186,151

 
234,068

Less: Current maturities
525

 
525

Long-term debt, net of current maturities
$
185,626

 
$
233,543


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”). As of March 31, 2014, the SUSP Term Loan had been repaid and the Collateral Account had been liquidated.
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 March 31, 2014, the balance on the SUSP Revolver was $230.0 million, and $10.9 million in standby letters of credit were outstanding. The unused availability on the SUSP Revolver at March 31, 2014 was $159.1 million. SUSP was in compliance with all financial covenants at March 31, 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 March 31, 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 March 31, 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 March 31, 2014, is estimated to be approximately $234.6 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.
Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. Marketable securities were liquidated in the first quarter of 2014. The investments in debt securities, which typically mature in one year or less, were classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities as of December 29, 2013 were measured using Level 1 inputs.
Commitments And Contingencies
Commitments and Contingencies
Commitments and Contingencies

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

The components of net rent expense are as follows:
 
Three Months Ended
 
March 31,
2013
 
March 31,
2014
 
(in thousands)
Cash rent:
 
 
 
Store base rent
$
204

 
$
196

Equipment rent

 
48

Total cash rent
204

 
244

Non-cash rent:
 
 
 
Straight-line rent

 
5

Net rent expense
$
204

 
$
249



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 March 31, 2014, under the SUSP Revolver.
Interest Expense And Interest Income
Interest Expense and Interest Income
Interest Expense and Interest Income

The components of net interest expense are as follows:
 
Three Months Ended
 
March 31,
2013
 
March 31,
2014
 
(in thousands)
Cash interest expense
$
696

 
$
1,429

Amortization of loan costs
95

 
96

Cash interest income
(108
)
 
(23
)
Interest expense, net
$
683

 
$
1,502

Income Tax
Income Tax
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 three months ended March 31, 2014, our non-qualifying income did not exceed the statutory limit.
 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
2,928

 
35.0
 %
 
$
3,549

 
35.0
 %
Partnership earnings not subject to tax
(2,928
)
 
(35.0
)%
 
(3,610
)
 
(35.6
)%
State and local tax, net of federal benefit
69

 
0.8
 %
 
68

 
0.7
 %
Net income tax expense
$
69

 
0.8
 %
 
$
7

 
0.1
 %
Equity
Equity
Equity
As of March 31, 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 March 31, 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
 
March 31, 2013
 
March 31, 2014
Distributions (a)
$
4,786

 
$
5,535

Distributions in excess of income
(672
)
 
(450
)
Limited partners' interest in net income
$
4,114

 
$
5,085

 
 
 
 
Attributable to Subordinated Units
 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
Distributions (a)
$
4,786

 
$
5,491

Distributions in excess of income
(672
)
 
(444
)
Limited partners' interest in net income
$
4,114

 
$
5,047

 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.4375
 
$0.5021


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
%

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

Equity-Based Compensation
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
 
March 31, 2013
 
March 31, 2014
Phantom common units
$
123

 
$
109

SUSS allocated expense
282

 
598

Total equity-based compensation expense
$
405

 
$
707



Phantom Common Unit Awards
During the first quarter of 2014, 6,354 grants were 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 March 31, 2014, totaled $0.9 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

Nonvested at March 31, 2014
38,213

 
$
22.84

Net Income per Unit (Notes)
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners' interest in net income, 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
 
March 31, 2013
 
March 31, 2014
 
(in thousands, except units and per unit amounts)
Net income
$
8,227

 
$
10,132

Less: General partner's interest in net income

 

Limited partners' interest in net income
$
8,227

 
$
10,132

 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
Common - basic
10,939,436

 
11,017,361

Common - equivalents
12,154

 
24,837

Common - diluted
10,951,590

 
11,042,198

Subordinated - SUSS (basic and diluted)
10,939,436

 
10,939,436

Net income per limited partner unit:
 
 
 
Common - basic and diluted
$
0.38

 
$
0.46

Subordinated - SUSS (basic and diluted)
$
0.38

 
$
0.46

Related-Party Transactions
Related-Party Transactions
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 months ended March 31, 2014 and 2013, were $766.1 million and $730.7 million, resulting in gross profit of $8.4 million and $7.4 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 $0.8 million and $0.5 million during the quarter ended March 31, 2014 and 2013, including non-cash stock based compensation.
We reimbursed SUSS for costs of employees supporting our operations of $3.4 million and $2.7 million during the quarter ended March 31, 2014 and 2013, respectively.
We distributed $5.3 million and $4.8 million during the three months ended March 31, 2014 and 2013, 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 $13.3 million and $11.6 million for the three months ended March 31, 2014 and 2013.
We acquired seven convenience store properties from SUSS for $27.3 million during the quarter ended March 31, 2014. Since our IPO, we have acquired a total of 40 convenience store properties from SUSS, for a total cost of $160.7 million which also includes final true up adjustments, through March 31, 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 March 31, 2014 and 2013, we charged $3.0 million and $0.8 million, respectively, to SUSS on these leases.
Net accounts receivable from SUSS were $49.9 million and $60.1 million at December 31, 2013 and March 31, 2014, respectively, which are primarily related to fuel purchases from us.
Subsequent Event (Notes)
Subsequent Events [Text Block]
Subsequent Event

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.
Summary of Significant Accounting Policies (Policies)
New Accounting Pronouncements

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
 
March 31,
2014
 
(in thousands)
Accounts receivable, trade
$
68,473

 
$
98,085

Other receivables
855

 
247

Allowance for uncollectible accounts, trade
(323
)
 
(457
)
Accounts receivable, net
$
69,005

 
$
97,875

Inventories (Tables)
Schedule of Inventories
Inventories consisted of the following:
 
December 31,
2013
 
March 31,
2014
 
(in thousands)
Fuel-consignment
$
2,103

 
$
2,128

Fuel-other wholesale
8,160

 
32,798

Other
859

 
879

Inventories, net
$
11,122

 
$
35,805

Property And Equipment (Tables)
Schedule of Property and Equipment
Property and equipment consisted of the following:
 
December 31,
2013
 
March 31,
2014
 
(in thousands)
Land
$
68,213

 
$
76,412

Buildings and leasehold improvements
83,328

 
98,604

Equipment
34,703

 
39,880

Construction in progress
7,322

 
7,096

Total property and equipment
193,566

 
221,992

Less: Accumulated depreciation
(13,439
)
 
(15,848
)
Property and equipment, net
$
180,127

 
$
206,144

Goodwill and Other Intangible Assets (Tables)
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets
 
 
December 31, 2013
 
March 31, 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

 
$
35,083

 
$
12,502

 
$
22,581

Favorable leasehold arrangements, net
236

 
51

 
185

 
236

 
54

 
182

Loan origination costs
2,437

 
483

 
1,954

 
2,437

 
578

 
1,859

Other intangibles
389

 
33

 
356

 
389

 
57

 
332

Intangible assets, net
$
35,044

 
$
12,272

 
$
22,772

 
$
38,145

 
$
13,191

 
$
24,954

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
December 31,
2013
 
March 31,
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

 
230,000

Notes payable, bearing interest at 6% and 4%
4,075

 
4,068

Total debt
186,151

 
234,068

Less: Current maturities
525

 
525

Long-term debt, net of current maturities
$
185,626

 
$
233,543

Commitments And Contingencies (Tables)
Schedule of Rent Expense
The components of net rent expense are as follows:
 
Three Months Ended
 
March 31,
2013
 
March 31,
2014
 
(in thousands)
Cash rent:
 
 
 
Store base rent
$
204

 
$
196

Equipment rent

 
48

Total cash rent
204

 
244

Non-cash rent:
 
 
 
Straight-line rent

 
5

Net rent expense
$
204

 
$
249

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
 
March 31,
2013
 
March 31,
2014
 
(in thousands)
Cash interest expense
$
696

 
$
1,429

Amortization of loan costs
95

 
96

Cash interest income
(108
)
 
(23
)
Interest expense, net
$
683

 
$
1,502

Income Tax Schedule of Effective Income Tax Reconciliation (Tables)
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
2,928

 
35.0
 %
 
$
3,549

 
35.0
 %
Partnership earnings not subject to tax
(2,928
)
 
(35.0
)%
 
(3,610
)
 
(35.6
)%
State and local tax, net of federal benefit
69

 
0.8
 %
 
68

 
0.7
 %
Net income tax expense
$
69

 
0.8
 %
 
$
7

 
0.1
 %
Equity (Tables)
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Attributable to Common Units
 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
Distributions (a)
$
4,786

 
$
5,535

Distributions in excess of income
(672
)
 
(450
)
Limited partners' interest in net income
$
4,114

 
$
5,085

 
 
 
 
Attributable to Subordinated Units
 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
Distributions (a)
$
4,786

 
$
5,491

Distributions in excess of income
(672
)
 
(444
)
Limited partners' interest in net income
$
4,114

 
$
5,047

 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.4375
 
$0.5021
 
 
 
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
%
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

Equity-Based Compensation (Tables)
Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
Phantom common units
$
123

 
$
109

SUSS allocated expense
282

 
598

Total equity-based compensation expense
$
405

 
$
707

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

Nonvested at March 31, 2014
38,213

 
$
22.84

Net Income per Unit (Tables)
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows:

 
Three Months Ended
 
March 31, 2013
 
March 31, 2014
 
(in thousands, except units and per unit amounts)
Net income
$
8,227

 
$
10,132

Less: General partner's interest in net income

 

Limited partners' interest in net income
$
8,227

 
$
10,132

 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
Common - basic
10,939,436

 
11,017,361

Common - equivalents
12,154

 
24,837

Common - diluted
10,951,590

 
11,042,198

Subordinated - SUSS (basic and diluted)
10,939,436

 
10,939,436

Net income per limited partner unit:
 
 
 
Common - basic and diluted
$
0.38

 
$
0.46

Subordinated - SUSS (basic and diluted)
$
0.38

 
$
0.46

Organization and Principles of Consolidation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 18 Months Ended 3 Months Ended
Mar. 31, 2013
Mar. 31, 2014
Mar. 31, 2014
Parent Company [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
 
 
Units sold in IPO
 
10,925,000 
 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
 
 
100.00% 
Ownership Percentage
 
 
50.20% 
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest
 
 
0.00% 
Excise Taxes
$ 9.3 
 
 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for uncollectible accounts, trade
$ (457)
$ (323)
Accounts receivable, net
97,875 
69,005 
Receivables from affiliates
60,086 
49,879 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
98,085 
68,473 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
247 
855 
Affiliated Entity [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Receivables from affiliates
$ 60,086 
$ 49,879 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Schedule Of Inventory [Line Items]
 
 
Fuel-consignment
$ 2,128 
$ 2,103 
Fuel-other wholesale
32,798 
8,160 
Other
879 
859 
Inventories, net
$ 35,805 
$ 11,122 
Property And Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 221,992 
$ 193,566 
Accumulated depreciation
(15,848)
(13,439)
Property and equipment, net
206,144 
180,127 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
76,412 
68,213 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
98,604 
83,328 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
39,880 
34,703 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 7,096 
$ 7,322 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Dec. 31, 2013
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Goodwill
$ 22,823 
$ 22,823 
Number of fuel supply contracts
19 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
38,145 
35,044 
Finite-lived intangible assets, Accumulated amortization
13,191 
12,272 
Intangible assets, net
24,954 
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
35,083 
31,982 
Finite-lived intangible assets, Accumulated amortization
12,502 
11,705 
Finite-lived intangible assets, Net
22,581 
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 
236 
Finite-lived intangible assets, Accumulated amortization
54 
51 
Finite-lived intangible assets, Net
182 
185 
Loan origination commitments [Member]
 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
2,437 
2,437 
Finite-lived intangible assets, Accumulated amortization
578 
483 
Finite-lived intangible assets, Net
1,859 
1,954 
Other [Member]
 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
389 
389 
Finite-lived intangible assets, Accumulated amortization
57 
33 
Finite-lived intangible assets, Net
332 
356 
Affiliated Entity [Member] |
Supply agreements [Member]
 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
$ 2,500 
 
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]
 
 
Total debt
$ 234,068 
$ 186,151 
Less: Current maturities
525 
525 
Long-term debt, net of current maturities
233,543 
185,626 
SUSP Term Loan [Member] |
Term Loan [Member]
 
 
Debt Instrument [Line Items]
 
 
Total debt
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
230,000 
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%
$ 4,068 
$ 4,075 
Long-Term Debt (Term Loans) (Details) (SUSP Term Loan [Member], Term Loan [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 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 3 Months Ended
Dec. 31, 2013
Mar. 31, 2014
Sep. 25, 2012
Mar. 31, 2014
Standby Letters of Credit [Member]
Mar. 31, 2014
Minimum [Member]
Mar. 31, 2014
Minimum [Member]
LIBOR [Member]
Mar. 31, 2014
Minimum [Member]
Applicable Margin Range [Member]
Mar. 31, 2014
Maximum [Member]
Mar. 31, 2014
Maximum [Member]
LIBOR [Member]
Mar. 31, 2014
Maximum [Member]
Applicable Margin Range [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 
230,000,000 
 
 
 
 
 
 
 
 
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
 
$ 159,100,000 
 
 
 
 
 
 
 
 
Long-Term Debt (Guaranty of Debt) (Details) (Parent [Member], Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $)
In Millions, unless otherwise specified
Mar. 31, 2014
Parent [Member] |
Revolving Credit Facility and Term Loan [Member] |
Guaranty of Collection [Member]
 
Debt Instrument [Line Items]
 
Amount of debt guaranteed
$ 180.7 
Long-Term Debt (Other Debt) (Details) (USD $)
Mar. 31, 2014
Mar. 31, 2014
Notes Payable - 6% [Member]
Other Notes Payables [Member]
Aug. 31, 2010
Notes Payable - 6% [Member]
Predecessor [Member]
Other Notes Payables [Member]
Mar. 31, 2014
Notes Payable, Four Percent [Member]
Other Notes Payables [Member]
Debt Instrument [Line Items]
 
 
 
 
Face amount
 
 
$ 1,200,000 
$ 3,000,000 
Notes payable
 
1,100,000 
 
 
Stated interest rate
 
6.00% 
 
4.00% 
Debt at fair value
$ 234,600,000 
 
 
 
Commitments And Contingencies (Details) (USD $)
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Operating Leased Assets [Line Items]
 
 
Store base rent
$ 196,000 
$ 204,000 
Equipment rent
48,000 
Operating Leases, Cash Rent Expense
244,000 
204,000 
Straight Line Rent
5,000 
Net rent expense
249,000 
204,000 
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
Mar. 31, 2014
Mar. 31, 2013
Interest Expense and Interest Income [Line Items]
 
 
Cash interest expense
$ 1,429 
$ 696 
Amortization of loan costs
96 
95 
Cash interest income
(23)
(108)
Interest expense, net
$ 1,502 
$ 683 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Income Tax Contingency [Line Items]
 
 
Tax at Statutory Federal Rate
$ 3,549 
$ 2,928 
Tax at Statutory Federal Rate, Percentage
35.00% 
35.00% 
Partnership earnings not subject to tax
(3,610)
(2,928)
Partnership earnings not subject to tax, Percentage
(35.60%)
(35.00%)
State and local tax, net of federal benefit
68 
69 
State and local tax, net of federal benefit, Percentage
0.70% 
0.80% 
Net income tax expense
$ 7 
$ 69 
Effective Income Tax Rate
0.10% 
0.80% 
Non-qualifying income %
10.00% 
 
Margin tax
0.50% 
 
Equity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended
Feb. 28, 2014
Mar. 31, 2014
Dec. 31, 2013
Mar. 31, 2013
Mar. 31, 2014
Common Units - Affiliates [Member]
Dec. 31, 2013
Common Units - Affiliates [Member]
Mar. 31, 2014
Common Unitholders [Member]
Mar. 31, 2013
Common Unitholders [Member]
Mar. 31, 2014
Subordinated Units [Member]
Mar. 31, 2013
Subordinated Units [Member]
Dec. 31, 2013
Subordinated Units [Member]
Mar. 31, 2014
Common Units - Public [Member]
Dec. 31, 2013
Common Units - Public [Member]
Mar. 31, 2014
Minimum Quarterly Distribution [Member]
Mar. 31, 2014
Parent [Member]
Minimum Quarterly Distribution [Member]
Mar. 31, 2014
Parent [Member]
First Target Distribution [Member]
Mar. 31, 2014
Parent [Member]
Second Target Distribution [Member]
Mar. 31, 2014
Parent [Member]
Third Target Distribution [Member]
Mar. 31, 2014
Parent [Member]
Distributions Thereafter [Member]
Mar. 31, 2014
Common Unitholders [Member]
Minimum Quarterly Distribution [Member]
Mar. 31, 2014
Common Unitholders [Member]
First Target Distribution [Member]
Mar. 31, 2014
Common Unitholders [Member]
Second Target Distribution [Member]
Mar. 31, 2014
Common Unitholders [Member]
Third Target Distribution [Member]
Mar. 31, 2014
Common Unitholders [Member]
Distributions Thereafter [Member]
Mar. 31, 2014
Parent Company [Member]
May 30, 2014
Subsequent Event [Member]
Apr. 27, 2014
Subsequent Event [Member]
Mar. 31, 2014
Minimum [Member]
First Target Distribution [Member]
Mar. 31, 2014
Minimum [Member]
Second Target Distribution [Member]
Mar. 31, 2014
Minimum [Member]
Third Target Distribution [Member]
Mar. 31, 2014
Minimum [Member]
Distributions Thereafter [Member]
Mar. 31, 2014
Maximum [Member]
First Target Distribution [Member]
Mar. 31, 2014
Maximum [Member]
Second Target Distribution [Member]
Mar. 31, 2014
Maximum [Member]
Third Target Distribution [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distribution Quartely Distribution Target Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4375 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4375 
$ 0.503125 
$ 0.546875 
$ 0.656250 
$ 0.503125 
$ 0.546875 
$ 0.656250 
Distributions Per Limited Partnership and General Partnership Unit, Outstanding, Basic
 
$ 0.5021 
$ 0.4851 
$ 0.4375 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Declared
$ 10,650 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 11,026 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
79,308 
79,308 
 
 
10,939,436 
 
10,939,436 
10,941,456 
10,936,352 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,000,000 
 
 
 
 
 
 
 
Ownership Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.20% 
 
 
 
 
 
 
 
 
 
Distributions Made to Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
 
 
5,535 
4,786 
5,491 
4,786 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undistributed earnings
 
 
 
 
 
 
(450)
(672)
(444)
(672)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distributions, Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marginal percentage interest in distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
0.00% 
15.00% 
25.00% 
50.00% 
100.00% 
100.00% 
85.00% 
75.00% 
50.00% 
 
 
 
 
 
 
 
 
 
 
Net Income Allocated to Limited Partners
 
$ 10,132 
 
$ 8,227 
 
 
$ 5,085 
$ 4,114 
$ 5,047 
$ 4,114 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2014
Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Equity-based compensation expense
$ 707 
$ 405 
Phantom common units [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Equity-based compensation expense
109 
123 
Allocated From SUSS [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Equity-based compensation expense
$ 598 
$ 282 
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
3 Months Ended 12 Months Ended
Mar. 31, 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)
Non-vested at end of period, Shares
38,213 
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 
Non-vested at end of period, Weighted Average Grant Date Fair Value
$ 22.84 
$ 21.66 
Fair Value Of Nonvested Service Phantom Units
$ 0.9 
 
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
Mar. 31, 2014
Mar. 31, 2013
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
Net Income Allocated to Limited Partners
$ 10,132,000 
$ 8,227,000 
General partner's interest in net income
Common Units [Member]
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
Weighted Average Limited Partnership Units Outstanding, Basic
11,017,361 
10,939,436 
Weighted Average Limited Partnership Units Outstanding, Equivalents
24,837 
12,154 
Weighted Average Limited Partnership Units Outstanding
11,042,198 
10,951,590 
Subordinated Units [Member]
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
Net Income Allocated to Limited Partners
5,047,000 
4,114,000 
Weighted Average Limited Partnership Units Outstanding
10,939,436 
10,939,436 
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted
10,939,436 
10,939,436 
Net income per limited partner unit:
$ 0.46 
$ 0.38 
Common Unitholders [Member]
 
 
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
Net Income Allocated to Limited Partners
$ 5,085,000 
$ 4,114,000 
Earnings Per Share, Basic and Diluted
$ 0.46 
$ 0.38 
Related-Party Transactions (Details) (USD $)
3 Months Ended 18 Months Ended
Mar. 31, 2014
stores
Mar. 31, 2013
Mar. 31, 2014
stores
Dec. 31, 2013
Related Party Transaction [Line Items]
 
 
 
 
Motor fuel sales to affiliates
$ 766,090,000 
$ 730,727,000 
 
 
Receivables from affiliates
60,086,000 
 
60,086,000 
49,879,000 
Parent [Member]
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
Number of long-term commercial agreements
 
 
 
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 
 
 
 
Affiliated Entity [Member]
 
 
 
 
Related Party Transaction [Line Items]
 
 
 
 
Gross profit from related parties
8,400,000 
7,400,000 
 
 
General and administrative expenses from related parties
800,000 
500,000 
 
 
Reimbursement costs of employees supporting operations
3,400,000 
2,700,000 
 
 
Distribution amount
5,300,000 
4,800,000 
 
 
Charge for transportation services
13,300,000 
11,600,000 
 
 
Number of convenience store properties acquired
 
40 
 
Cost for convenience stores acquired
27,300,000 
 
160,700,000 
 
Rent expense
3,000,000 
800,000 
 
 
Receivables from affiliates
$ 60,086,000 
 
$ 60,086,000 
$ 49,879,000 
Subsequent Event (Details) (Subsequent Event [Member], USD $)
0 Months Ended
Apr. 28, 2014
Apr. 27, 2014
units
Subsequent Event [Member]
 
 
Subsequent Event [Line Items]
 
 
Limited Partners' Capital Account, Units Outstanding
 
11,000,000 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
50.20% 
 
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