| Equity
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• | 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. |
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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 |
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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 |
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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 |
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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 |
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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 |
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
Level 2 | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; |
Level 3 | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
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Three Months Ended | |||||||
March 31, 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 |
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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 |
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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 | % |
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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 | % |
Payment Date | Per Unit Distribution | Total Cash Distribution | ||||||
( in thousands) | ||||||||
February 28, 2014 | $ | 0.4851 | $ | 10,650 | ||||
May 30, 2014 | $ | 0.5021 | $ | 11,026 |
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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 |
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 |
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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 |
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• | 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. |
• | 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. |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 | % |
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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 | % |
Payment Date | Per Unit Distribution | Total Cash Distribution | ||||||
( in thousands) | ||||||||
February 28, 2014 | $ | 0.4851 | $ | 10,650 | ||||
May 30, 2014 | $ | 0.5021 | $ | 11,026 |
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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 |
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 |
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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 |
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