SUNOCO LP, 10-Q filed on 11/6/2014
Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2014
Oct. 31, 2014
Common Units [Member]
Oct. 31, 2014
Subordinated Units [Member]
Document Information [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Sep. 30, 2014 
 
 
Document Fiscal Year Focus
2014 
 
 
Document Fiscal Period Focus
Q3 
 
 
Entity Registrant Name
SUNOCO LP 
 
 
Entity Central Index Key
0001552275 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Stock, Shares Outstanding
 
23,037,339 
10,939,436 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Dec. 31, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Public [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units - Public [Member]
Dec. 31, 2012
Predecessor [Member]
Common Units - Public [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units - Affiliated [Member]
Dec. 31, 2012
Predecessor [Member]
Common Units - Affiliated [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units [Member]
Dec. 31, 2012
Predecessor [Member]
Subordinated Units [Member]
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$ 10,601 
$ 8,150 
 
 
 
 
 
 
 
 
 
Accounts receivable, net of allowance for doubtful accounts of $323 at December 31, 2013, and $491 at September 30, 2014
69,484 
69,005 
 
 
 
 
 
 
 
 
 
Receivables from affiliates
47,597 
49,879 
 
 
 
 
 
 
 
 
 
Inventories, net
27,051 
11,122 
 
 
 
 
 
 
 
 
 
Other current assets
2,123 
66 
 
 
 
 
 
 
 
 
 
Total current assets
156,856 
138,222 
 
 
 
 
 
 
 
 
 
Property and equipment, net
284,804 
180,127 
 
 
 
 
 
 
 
 
 
Other assets:
 
 
 
 
 
 
 
 
 
 
 
Marketable securities
0 
25,952 
 
 
 
 
 
 
 
 
 
Goodwill
613,722 
22,823 
 
 
 
 
 
 
 
 
 
Intangible assets, net
244,210 
22,772 
 
 
 
 
 
 
 
 
 
Other noncurrent assets
221 
188 
 
 
 
 
 
 
 
 
 
Total assets
1,299,813 
390,084 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
115,477 
110,432 
 
 
 
 
 
 
 
 
 
Accounts payable to affiliates
5,858 
0 
 
 
 
 
 
 
 
 
 
Accrued expenses and other current liabilities
13,024 
11,427 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
529 
525 
 
 
 
 
 
 
 
 
 
Total current liabilities
134,888 
122,384 
 
 
 
 
 
 
 
 
 
Revolving line of credit
270,000 
156,210 
 
 
 
 
 
 
 
 
 
Long-term debt
3,030 
29,416 
 
 
 
 
 
 
 
 
 
Deferred tax liability, long-term portion
1,108 
222 
 
 
 
 
 
 
 
 
 
Other noncurrent liabilities
2,061 
2,159 
 
 
 
 
 
 
 
 
 
Total liabilities
411,087 
310,391 
 
 
 
 
 
 
 
 
 
Partners' equity:
 
 
 
 
 
 
 
 
 
 
 
Total equity
888,726 
79,693 
207,216 
210,269 
210,462 
1,474 
1,562 
(175)
(135,073)
(132,138)
(131,955)
Total liabilities and equity
$ 1,299,813 
$ 390,084 
 
 
 
 
 
 
 
 
 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2014
Common Units - Public [Member]
Sep. 30, 2014
Common Units - Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units - Public [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units - Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units [Member]
Partners' equity:
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
10,974,491 
79,308 
10,936,352 
79,308 
10,939,436 
Limited Partners' Capital Account, Units Outstanding
10,974,491 
79,308 
10,936,352 
79,308 
10,939,436 
Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Public [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units - Public [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Public [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units - Public [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units - Public [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Affiliated [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units - Affiliated [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units - Affiliated [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units - Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units - Affiliated [Member]
Sep. 30, 2014
Successor [Member]
Sep. 30, 2014
Successor [Member]
Common Units - Public [Member]
Sep. 30, 2014
Successor [Member]
Common Units - Affiliated [Member]
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
$ 323,281 
$ 386,977 
$ 1,275,422 
$ 1,109,849 
 
 
 
 
 
 
 
 
 
 
$ 146,936 
 
 
Motor fuel sales to affiliates
571,755 
775,769 
2,200,394 
2,257,800 
 
 
 
 
 
 
 
 
 
 
256,110 
 
 
Rental income
3,424 
2,820 
11,690 
6,725 
 
 
 
 
 
 
 
 
 
 
1,760 
 
 
Other income
1,117 
1,231 
4,683 
3,737 
 
 
 
 
 
 
 
 
 
 
539 
 
 
Total revenues
899,577 
1,166,797 
3,492,189 
3,378,111 
 
 
 
 
 
 
 
 
 
 
405,345 
 
 
Cost of sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel cost of sales to third parties
317,172 
380,186 
1,252,141 
1,091,183 
 
 
 
 
 
 
 
 
 
 
146,279 
 
 
Motor fuel cost of sales to affiliates
565,494 
767,657 
2,177,028 
2,234,336 
 
 
 
 
 
 
 
 
 
 
253,212 
 
 
Other
553 
551 
2,339 
1,677 
 
 
 
 
 
 
 
 
 
 
307 
 
 
Total cost of sales
883,219 
1,148,394 
3,431,508 
3,327,196 
 
 
 
 
 
 
 
 
 
 
399,798 
 
 
Gross profit
16,358 
18,403 
60,681 
50,915 
 
 
 
 
 
 
 
 
 
 
5,547 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
6,833 
4,329 
17,075 
11,877 
 
 
 
 
 
 
 
 
 
 
2,608 
 
 
Other operating
1,169 
606 
4,964 
1,805 
 
 
 
 
 
 
 
 
 
 
875 
 
 
Rent
196 
261 
729 
765 
 
 
 
 
 
 
 
 
 
 
87 
 
 
Loss (gain) on disposal of assets
(3)
112 
(39)
206 
 
 
 
 
 
 
 
 
 
 
0 
 
 
Depreciation, amortization and accretion
3,798 
2,432 
10,457 
6,090 
 
 
 
 
 
 
 
 
 
 
1,633 
 
 
Total operating expenses
11,993 
7,740 
33,186 
20,743 
 
 
 
 
 
 
 
 
 
 
5,203 
 
 
Income from operations
4,365 
10,663 
27,495 
30,172 
 
 
 
 
 
 
 
 
 
 
344 
 
 
Interest expense, net
(1,491)
(921)
(4,767)
(2,370)
 
 
 
 
 
 
 
 
 
 
(2,080)
 
 
Income (loss) before income taxes
2,874 
9,742 
22,728 
27,802 
 
 
 
 
 
 
 
 
 
 
(1,736)
 
 
Income tax expense
(91)
(145)
(218)
(298)
 
 
 
 
 
 
 
 
 
 
(20)
 
 
Net income (loss) and comprehensive income (loss)
$ 2,783 
$ 9,597 
$ 22,510 
$ 27,504 
 
 
$ 11,217 
 
$ 18,474 
 
 
$ 80 
 
$ 50 
$ (1,756)
$ (876)
$ (6)
Cash distribution per unit
$ 0 
$ 0.4687 
$ 1.0218 
$ 1.3590 
 
 
 
 
 
 
 
 
 
 
$ 0.5457 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding
 
 
 
 
10,957,974 
10,927,611 
10,944,309 
10,925,870 
 
79,308 
36,060 
79,308 
21,644 
 
 
10,974,491 
79,308 
Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
8 Months Ended 9 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Sep. 30, 2014
Successor [Member]
Cash flows from operating activities:
 
 
 
Net income (loss)
$ 22,510 
$ 27,504 
$ (1,756)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Depreciation, amortization and accretion
10,457 
6,090 
1,633 
Amortization of deferred financing fees
313 
286 
1,606 
Loss (gain) on disposal of assets
(39)
206 
0 
Non-cash unit based compensation
4,692 
1,351 
610 
Deferred income tax
(15)
424 
0 
Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(3,939)
(10,858)
3,348 
Accounts receivable from affiliates
(22,812)
23,759 
30,952 
Inventories
(10,557)
(12,129)
(5,328)
Other assets
(938)
586 
(1,061)
Accounts payable
30,838 
3,733 
(19,883)
Accounts payable from affiliates
0 
0 
(5,858)
Accrued liabilities
1,713 
8,254 
(360)
Other noncurrent liabilities
1,139 
(344)
(1,233)
Net cash provided by operating activities
33,362 
48,862 
2,670 
Cash flows from investing activities:
 
 
 
Capital expenditures
(89,330)
(99,924)
(12,792)
Purchase of intangibles
(3,660)
(1,878)
(293)
Purchase of marketable securities
0 
(769,364)
0 
Redemption of marketable securities
25,952 
879,692 
0 
Net cash provided by (used in) investing activities
(67,038)
8,526 
(13,085)
Cash flows from financing activities:
 
 
 
Cash from GFI contribution
0 
784 
0 
Revolving line of credit, net
88,380 
107,210 
25,410 
Loan origination costs
0 
0 
(7,587)
Payments on long-term debt
(25,880)
(125,167)
(502)
Retirement of units
(125)
0 
0 
Distributions to Parent
(16,669)
(14,544)
0 
Distributions to Unitholders
(16,485)
(14,506)
0 
Net cash provided by (used in) financing activities
29,221 
(46,223)
17,321 
Net increase (decrease) in cash
(4,455)
11,165 
6,906 
Cash and cash equivalents at beginning of period
8,150 
6,752 
3,695 
Cash and cash equivalents at end of period
3,695 
17,917 
10,601 
Supplemental disclosure of non-cash investing activities:
 
 
 
Property push down accounting adjustment
0 
0 
(11,239)
Intangible assets push down accounting adjustment
0 
0 
(214,974)
Goodwill push down accouting adjustment
0 
0 
(590,899)
Supplemental disclosure of non-cash financing activities:
 
 
 
Contribution of debt from Parent
0 
(21,850)
0 
Issuance of units to Parent for net assets
0 
(2,000)
0 
Increase in partners equity related to ETP Merger
$ 0 
$ 0 
$ 816,255 
Consolidated Statement of Unitholder's Equity Statement (USD $)
In Thousands
Total
Predecessor [Member]
Successor [Member]
Common Units - Public [Member]
Common Units - Public [Member]
Predecessor [Member]
Common Units - Public [Member]
Successor [Member]
Common Units - Affiliated [Member]
Common Units - Affiliated [Member]
Predecessor [Member]
Common Units - Affiliated [Member]
Successor [Member]
Subordinated Units [Member]
Subordinated Units [Member]
Predecessor [Member]
Subordinated Units [Member]
Successor [Member]
Partners' Capital Beginning Balance at Dec. 31, 2012
 
$ 78,332 
 
 
 
 
 
 
 
 
 
 
Payments Of Issuance Of Units To Parent For Net Assets
 
2,000 
 
 
 
 
 
 
 
 
 
 
Distributions to Unitholders
 
(14,506)
 
 
 
 
 
 
 
 
 
 
Allocation of ETP merger push down
 
0 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
27,504 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Sep. 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Beginning Balance at Dec. 31, 2012
 
78,332 
 
 
210,462 
 
 
(175)
 
 
(131,955)
 
Payments Of Issuance Of Units To Parent For Net Assets
 
2,000 
 
 
0 
 
 
2,000 
 
 
0 
 
Cash distributions to Parent
 
(19,969)
 
 
0 
 
 
(316)
 
 
(19,653)
 
Distributions to Unitholders
 
(19,632)
 
 
(19,632)
 
 
0 
 
 
0 
 
Unit-based compensation
 
1,935 
 
 
965 
 
 
3 
 
 
967 
 
Net income (loss)
 
37,027 
 
 
18,474 
 
 
50 
 
 
18,503 
 
Partners' Capital Ending Balance at Dec. 31, 2013
 
79,693 
 
 
210,269 
 
 
1,562 
 
 
(132,138)
 
Payments Of Issuance Of Units To Parent For Net Assets
 
0 
 
 
 
 
 
 
 
 
 
 
Cash distributions to Parent
 
(16,668)
 
 
0 
 
 
(184)
 
 
(16,484)
 
Distributions to Unitholders
 
(16,485)
 
 
(16,485)
 
 
0 
 
 
0 
 
Unit-based compensation
 
4,692 
 
 
2,340 
 
 
16 
 
 
2,336 
 
Unit Retirements
 
(125)
 
 
(125)
 
 
0 
 
 
0 
 
Allocation of ETP merger push down
 
0 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
22,510 
 
 
11,217 
 
 
80 
 
 
11,213 
 
Partners' Capital Ending Balance at Aug. 31, 2014
 
73,617 
 
 
207,216 
 
 
1,474 
 
 
(135,073)
 
Partners' Capital Beginning Balance at Jun. 30, 2014
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
2,783 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Aug. 31, 2014
 
73,617 
 
 
 
 
 
 
 
 
 
 
Payments Of Issuance Of Units To Parent For Net Assets
 
 
0 
 
 
 
 
 
 
 
 
 
Distributions to Unitholders
 
 
0 
 
 
 
 
 
 
 
 
 
Unit-based compensation
 
 
610 
 
 
304 
 
 
2 
 
 
304 
Allocation of ETP merger push down
 
 
816,255 
 
 
407,307 
 
 
2,943 
 
 
406,005 
Net income (loss)
 
 
(1,756)
 
 
(876)
 
 
(6)
 
 
(874)
Partners' Capital Ending Balance at Sep. 30, 2014
$ 888,726 
 
 
$ 613,951 
 
 
$ 4,413 
 
 
$ 270,362 
 
 
Organization and Principles of Consolidation (Notes)
Organization and Principles of Consolidation
Organization and Principles of Consolidation

On April 27, 2014, Susser Holdings Corporation ("SUSS" or the "Parent") entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP would acquire the outstanding common shares of SUSS ("ETP Merger"). This transaction was completed on August 29, 2014. By acquiring SUSS, ETP acquired 100.0% of the 0.0% non-economic general partner interest and incentive distribution rights in Susser Petroleum Partners LP ("SUSP"), and indirectly acquired approximately 11 million SUSP common and subordinated units (representing approximately 50.1% of SUSP’s outstanding units) as of August 29, 2014. Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger.
Effective October 27, 2014, Susser Petroleum Partners LP (ticker symbol: SUSP) changed its name to Sunoco LP (ticker symbol: SUN). These changes align the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms "Partnership", "SUN", "we", "us" or "our", should be understood to refer to Sunoco LP including, prior to October 27, 2014, Susser Petroleum Partners LP.
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, and its consolidated subsidiaries, which distribute motor fuels in Texas, New Mexico, Oklahoma, Louisiana and Kansas. SUN was formed in June 2012 by SUSS and its wholly owned subsidiary, Sunoco GP LLC (formerly known as 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.
As a result of the ETP Merger, SUN became a consolidated entity of ETP and applied “push down” accounting that required its assets and liabilities to be adjusted to fair value on August 29, 2014. Due to the application of "push down" accounting, the SUN consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the acquisition date are identified as “Predecessor” and the period after the acquisition date is identified as “Successor”. For accounting purposes, management has designated the acquisition date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material.
Management, with the assistance of a third party valuation firm, has preliminarily estimated the fair value of its assets and liabilities as of the date of acquisition by ETP. The carrying values of SUN's assets and liabilities (excluding property and equipment, certain inventories, and intangibles) in this preliminary estimate were assumed to approximate their fair values. SUN’s identifiable intangible assets consist primarily of dealer relationships, the fair value of which were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. The amount of goodwill preliminarily recorded by SUN through “push down” accounting represents the excess of SUN's estimated enterprise value over the fair value of SUN’s assets and liabilities. As the valuation being performed by the third party valuation firm is not yet complete, the value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. As a result, material adjustments to this preliminary allocation may occur as the valuation and the related "push down" accounting is finalized in the future. The following table summarizes the preliminary allocation of the assets and liabilities of SUN.
 
 
August 31, 2014
 
 
(in thousands)
Current assets
 
$
171,484

Property and equipment
 
273,146

Goodwill
 
613,722

Intangible assets
 
238,435

Other noncurrent assets
 
790

Current liabilities
 
(155,182
)
Other noncurrent liabilities
 
(252,523
)
Total assets and liabilities
 
$
889,872



The consolidated financial statements include the accounts of the Partnership and all of its subsidiaries. The Partnership currently 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, Oklahoma and Kansas.
•
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 Partnership also signed a definitive agreement on September 24, 2014, to acquire Honolulu, Hawaii-based Aloha Petroleum, Ltd ("Aloha").  Aloha is the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and six fuel storage terminals on the islands.  Aloha currently markets through approximately 100 Shell, Aloha, and Mahalo branded fuel stations throughout the state, about half of which are company operated.  The base purchase price for Aloha is approximately $240 million in cash, subject to a post-closing earn-out, certain closing adjustments, and before transaction costs and expenses. The acquisition is expected to close in the fourth quarter of 2014 pending customary closing conditions.
On September 25, 2014, the Partnership announced it had signed a definitive agreement to acquire Mid-Atlantic Convenience Stores, LLC from ETP. This transaction closed on October 1, 2014. See Note 15 for additional information.
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 September 30, 2014 and for the three and nine months ended September 30, 2013 and September 30, 2014, including the respective "Predecessor" and "Successor" periods, 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 other than the "push down" accounting.
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 $3.1 million and $15.1 million for the three and nine months ended September 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
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 Partnership 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

Accounts receivable, excluding receivables from affiliates, consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Accounts receivable, trade
$
68,473

 
$
69,436

Other receivables
855

 
539

Allowance for uncollectible accounts, trade
(323
)
 
(491
)
Accounts receivable, net
$
69,005

 
$
69,484


Accounts receivable from affiliates are $49.9 million and $47.6 million as of December 31, 2013 and September 30, 2014, respectively. For additional information regarding our affiliated receivables, see Note 14.
Inventories (Notes)
Inventories
Inventories

Inventories consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Fuel-consignment
$
2,103

 
$
2,434

Fuel-other wholesale
8,160

 
23,694

Other
859

 
923

Inventories, net
$
11,122

 
$
27,051


Effective September 1, 2014, we adopted the last-in first-out ("LIFO") inventory method for fuel inventory, to align our accounting policy with that of ETP. The impact of the change at September 30, 2014, was an increase of $0.8 million to fuel inventory. As the LIFO method is only permitted to be applied to year-end  inventory levels and costs, the application of interim LIFO adjustments are based on management’s estimates of expected year-end inventory levels and costs which are subject to the final year-end LIFO inventories valuation. In connection with the "push down" accounting discussed in Note 1, we recorded the inventory at fair value which was an immaterial change.
Property And Equipment (Notes)
Property and Equipment
Property and Equipment

Property and equipment consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Land
$
68,213

 
$
68,536

Buildings and leasehold improvements
83,328

 
139,667

Equipment
34,703

 
70,269

Construction in progress
7,322

 
7,467

Total property and equipment
193,566

 
285,939

Less: Accumulated depreciation
(13,439
)
 
(1,135
)
Property and equipment, net
$
180,127

 
$
284,804


In conjunction with the ETP "push down" accounting discussed in Note 1, property and equipment were measured at the preliminary estimate of fair value at the date of acquisition, which resulted in an increase of $11.2 million to property and equipment.
Goodwill and Other Intangible Assets (Notes)
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 September 30, 2014, we had $22.8 million and $613.7 million, respectively, of goodwill recorded in conjunction with past business combinations including the purchase of SUSS by ETP on August 29, 2014. The increase of $590.9 million in the third quarter was recorded in conjunction with the ETP "push down" accounting discussed in Note 1. As of September 30, 2014, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the third quarter of 2014. As a result, no impairment was recorded to goodwill during the first nine months of 2014.

The following table reflects goodwill activity for the nine months ended September 30, 2014 (in thousands):
Balance at December 31, 2013
$
22,823

Goodwill related to ETP "push down" accounting
590,899

Balance at September 30, 2014
$
613,722


The Partnership has finite‑lived intangible assets recorded that are amortized. The finite‑lived assets consist of supply agreements, favorable/unfavorable leasehold arrangements and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations, including supply agreements, are being amortized over a weighted-average period of approximately 20 years. Favorable/unfavorable leasehold arrangements are being amortized over an average period of approximately eight years. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.
During September 2014, the Partnership repaid its existing revolving credit facility and replaced it with a new revolving credit facility. Unamortized loan costs of $1.6 million relating to the existing facility were written off and loan costs of $7.6 million related to the new revolving credit facility were capitalized and are being amortized over the term of the new revolving credit facility.
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill:
 
Predecessor
 
Successor
 
December 31, 2013
 
September 30, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
(in thousands)
Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations, including supply agreements
$
31,982

 
$
11,705

 
$
20,277

 
$
239,285

 
$
2,037

 
$
237,248

Favorable (unfavorable) leasehold arrangements, net
236

 
51

 
185

 
(565
)
 
60

 
(625
)
Loan origination costs
2,437

 
483

 
1,954

 
7,587

 
—

 
7,587

Other intangibles
389

 
33

 
356

 
—

 
—

 
—

Intangible assets, net
$
35,044

 
$
12,272

 
$
22,772

 
$
246,307

 
$
2,097

 
$
244,210

Long-Term Debt (Notes)
Long-Term Debt
Long-Term Debt

Long-term debt consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Term Loan, bearing interest at Prime or LIBOR plus an applicable margin
$
25,866

 
$
—

2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
—

 
270,000

2012 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
156,210

 
—

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

 
3,559

Total debt
186,151

 
273,559

Less: Current maturities
525

 
529

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

 
$
273,030


Term Loan and Security Agreement
On September 25, 2012, in connection with the IPO, we entered into a Term Loan and Security Agreement (the "Term Loan") with Bank of America, N.A. for a $180.7 million term loan facility, expiring September 25, 2015. The Term Loan was repaid during 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 “2012 Revolver”) expiring September 25, 2017. In December 2013, the 2012 Revolver commitments were increased by $150 million to a total of $400 million while retaining the ability to increase the 2012 Revolver by an additional $100 million. Borrowings under the revolving credit facility bore 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 the 2012 Revolver was subject to a commitment fee ranging from 0.375% to 0.50%, based on our consolidated total leverage ratio.
On September 25, 2014, we entered into a new $1.25 billion revolving credit facility ("2014 Revolver" and, collectively with the 2012 Revolver, the "Revolver") with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the credit agreement). The 2014 Revolver includes an accordion feature thus providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the existing 2012 Revolver, of which $1.6 million in unamortized loan fees were fully amortized to interest expense.
Borrowings under the 2014 Revolver will bear interest at a base rate (a rate based off of the higher of (a) the Federal Funds Rate (as defined therein) plus 0.5%, (b) Bank of America’s prime rate or (c) one-month LIBOR (as defined therein) plus 1.00%) or LIBOR, in each case plus an applicable margin ranging from 1.50% to 2.50%, in the case of a LIBOR loan, or from 0.50% to 1.50%, in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined therein)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.00%, in the case of a LIBOR loan, or from 0.125% to 1.00%, in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the 2014 Revolver is subject to a commitment fee ranging from 0.250% to 0.350%, based on the Partnership’s Leverage Ratio (as defined therein). Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275%, based on the Partnership’s credit rating as described above.
The 2014 Revolver requires the Partnership to maintain a Leverage Ratio of not more than 5.50 to 1.00. The maximum Leverage Ratio is subject to upwards adjustment of not more than 6.00 to 1.00 for a period not to exceed three fiscal quarters in the event the Partnership engages in an acquisition of assets, Equity Interests, (as defined therein) operating lines or divisions by the Partnership, a Subsidiary, (as defined therein) an Unrestricted Subsidiary (as defined therein) or a Joint Venture for a purchase price of not less than $50 million. Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing the 2014 Revolver will be released.
As of September 30, 2014, the balance on the 2014 Revolver was $270.0 million and $10.9 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at September 30, 2014 was $969.1 million. The Partnership was in compliance with all financial covenants at September 30, 2014.
Guaranty by SUSS of Term Loan and 2012 Revolver/2014 Revolver
SUSS entered into a Guaranty of Collection (the “Guaranty”) in connection with the Term Loan and the 2012 Revolver, which has been transferred to the 2014 Revolver. Pursuant to the Guaranty, SUSS guarantees the collection of the principal amount outstanding under (i) the Term Loan and (ii) the Revolvers. 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) the Partnership has failed to make a payment on such outstanding amounts, (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 Revolvers executed by the Partnership'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 September 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 $2.5 million as of September 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 September 30, 2014, is estimated to be approximately $272.9 million, based on the current balance of the 2014 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
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:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
Three Months Ended September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
Nine Months Ended September 30, 2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
Cash rent:
 
 
 
 
 
 
 
 
 
 
 
Store base rent
$
208

 
$
147

 
$
73

 
$
625

 
$
562

 
$
73

Equipment rent
49

 
47

 
13

 
124

 
155

 
13

Total cash rent
257

 
194

 
86

 
749

 
717

 
86

Non-cash rent:
 
 
 
 
 
 
 
 
 
 
 
Straight-line rent
4

 
2

 
1

 
16

 
12

 
1

Net rent expense
$
261

 
$
196

 
$
87

 
$
765

 
$
729

 
$
87



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 as of September 30, 2014, under the 2014 Revolver.
Interest Expense And Interest Income (Notes)
Interest Expense and Interest Income
Interest Expense and Interest Income

The components of net interest expense are as follows:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
Three Months Ended September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
Nine Months Ended September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
Cash interest expense
$
874

 
$
1,420

 
$
485

 
$
2,318

 
$
4,516

 
$
485

Amortization of loan costs
95

 
87

 
1,606

 
286

 
313

 
1,606

Cash interest income
(48
)
 
(16
)
 
(11
)
 
(234
)
 
(62
)
 
(11
)
Interest expense, net
$
921

 
$
1,491

 
$
2,080

 
$
2,370

 
$
4,767

 
$
2,080

Income Tax (Notes)
Income Tax Disclosure
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 (Loss), is included 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 nine months ended September 30, 2014, our non-qualifying income did not exceed the statutory limit.
 
Predecessor
 
Successor
 
Three Months
Ended
September 30, 2013
 
July 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
3,410

 
35.0
 %
 
$
1,007

 
35.0
 %
 
$
(608
)
 
35.0
 %
Partnership earnings not subject to tax
(3,342
)
 
(34.3
)%
 
(958
)
 
(33.3
)%
 
633

 
(36.4
)%
State and local tax, net of federal benefit
77

 
0.8
 %
 
42

 
1.5
 %
 
(5
)
 
0.3
 %
Net income tax expense
$
145

 
1.5
 %
 
$
91

 
3.2
 %
 
$
20

 
(1.1
)%


 
Predecessor
 
Successor
 
Nine Months
Ended
September 30, 2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
9,731

 
35.0
 %
 
$
7,956

 
35.0
 %
 
$
(608
)
 
35.0
 %
Partnership earnings not subject to tax
(9,651
)
 
(34.7
)%
 
(7,978
)
 
(35.1
)%
 
633

 
(36.4
)%
State and local tax, net of federal benefit
218

 
0.8
 %
 
240

 
1.2
 %
 
(5
)
 
0.3
 %
State and local tax, net of federal benefit
$
298

 
1.1
 %
 
$
218

 
1.1
 %
 
$
20

 
(1.1
)%
Equity (Notes)
Equity
Equity
As of September 30, 2014, ETP indirectly owned 79,308 common units and 10,939,436 subordinated units, which together constituted a 50.1% ownership interest in us. As of September 30, 2014, the public owned 10,974,491 units. On October 1, 2014, 3,983,540 units were issued to ETP in connection with our acquisition of Mid-Atlantic Convenience Stores, LLC. For additional information, see Note 15.
On October 27, 2014, we sold 8,000,000 common units to the public at a price of $46.25 per unit. We received net proceeds of $358.9 million, after deducting underwriting discounts and commissions, but before other offering expenses. For additional information see Note 15.

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 ETP (prior to the ETP Merger, SUSS).
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Attributable to Common Units
 
Predecessor
 
Successor
 
Three Months
Ended
September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
5,165

 
$
—

 
$
9,447

Distributions in excess of income
(361
)
 
1,398

 
(10,457
)
Limited partners' interest in net income
$
4,804

 
$
1,398

 
$
(1,010
)
 
 
 
 
 
 
Attributable to Subordinated Units
 
Predecessor
 
Successor
 
Three Months
Ended
September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
5,124

 
$
—

 
$
9,349

Distributions in excess of income
(331
)
 
1,385

 
(10,350
)
Limited partners' interest in net income
$
4,793

 
$
1,385

 
$
(1,001
)
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.4687
 
$
—

 
$0.5457


Attributable to Common Units
 
 
 
 
 
 
Predecessor
 
Successor
 
Nine Months
Ended
September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
14,904

 
$
11,297

 
$
9,447

Distributions in excess of income
(1,146
)
 
(29
)
 
(10,457
)
Limited partners' interest in net income
$
13,758

 
$
11,268

 
$
(1,010
)
 
 
 
 
 
 
Attributable to Subordinated Units
 
 
 
 
 
 
Predecessor
 
Successor
 
Nine Months
Ended
September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
14,863

 
$
11,207

 
$
9,349

Distributions in excess of income
(1,116
)
 
(29
)
 
(10,350
)
Limited partners' interest in net income
$
13,747

 
$
11,178

 
$
(1,001
)
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$1.3590
 
$1.0218
 
$0.5457


Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between our unitholders and ETP, (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 ETP (in its capacity as the holder of our IDRs) 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 ETP (in its capacity as the holder of our IDRs) 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 ETP (in its capacity as the holder of our IDRs) assume that there are no arrearages on common units and that ETP continues to own all of the IDRs.
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125
 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%

Cash Distributions
Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. The following table summarizes the cash distributions paid or payable for 2014.
 
 
Limited Partners
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
 
 
( in thousands)
February 28, 2014
 
$
0.4851

 
$
10,650

 
$
—

May 30, 2014
 
$
0.5021

 
$
11,026

 
$
—

August 29, 2014
 
$
0.5197

 
$
11,413

 
$
64

November 28, 2014
 
$
0.5457

 
$
18,541

 
$
255

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 (Loss) was as follows (in thousands):
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
Three Months Ended September 30, 2013
 
July 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
Nine Months Ended September 30, 2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
Phantom common units
$
101

 
372

 
$
—

 
$
407

 
$
604

 
$
—

Allocated expense from Parent
445

 
2,836

 
610

 
944

 
4,088

 
610

Total equity-based compensation expense
$
546

 
$
3,208

 
$
610

 
$
1,351

 
$
4,692

 
$
610



Phantom Common Unit Awards
During 2014, 6,354 phantom unit 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. On August 29, 2014, effective with the ETP Merger, all outstanding unvested awards became fully vested. As a result, the Predecessor recorded equity-based compensation expense of $0.4 million primarily related to the accelerated vesting of these phantom common unit awards. As of September 30, 2014, there were no outstanding phantom common unit awards.
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
(40,317
)
 
23.67

      Forfeited
(3,000
)
 
18.42

Nonvested at September 30, 2014
—

 
$
—

Net Income per Unit (Notes)
Net Income per Unit
Net Income (Loss) per Unit
Net income (loss) per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners' interest in net income (loss), after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. Our net income (loss) 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 (predecessor) and to ETP (successor), 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 (loss) allocations used in the calculation of net income (loss) 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 (loss) per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income (loss) per unit includes the effects of potentially dilutive units on our common units to the extent such are anti-dilutive, consisting of nonvested phantom units. Basic and diluted net income (loss) 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:
 
Predecessor
 
Successor
 
Three Months Ended
September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except units and per unit amounts)
Net income (loss)
$
9,597

 
$
2,783

 
$
(1,756
)
Less: Incentive distribution rights
—

 
—

 
255

Limited partners' interest in net income (loss)
$
9,597

 
$
2,783

 
$
(2,011
)
 
 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
Common - basic
10,963,671

 
11,037,282

 
11,053,799

Common - equivalents
26,970

 
18,702

 
—

Common - diluted
10,990,641

 
11,055,984

 
11,053,799

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

 
10,939,436

 
10,939,436

Net income (loss) per limited partner unit:
 
 
 
 
 
Common - basic
$
0.44

 
$
0.13

 
$
(0.09
)
Common - diluted
$
0.43

 
$
0.13

 
$
(0.09
)
Subordinated - Parent (basic and diluted)
$
0.44

 
$
0.13

 
$
(0.09
)

 
Predecessor
 
Successor
 
Nine Months Ended
September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except units and per unit amounts)
Net income (loss)
$
27,504

 
$
22,510

 
$
(1,756
)
Less: Incentive distribution rights
—

 
64

 
255

Limited partners' interest in net income (loss)
$
27,504

 
$
22,446

 
$
(2,011
)
 
 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
Common - basic
10,947,514

 
11,023,617

 
11,053,799

Common - equivalents
21,845

 
25,128

 
—

Common - diluted
10,969,359

 
11,048,745

 
11,053,799

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

 
10,939,436

 
10,939,436

Net income (loss) per limited partner unit:
 
 
 
 
 
Common - basic
$
1.26

 
$
1.02

 
$
(0.09
)
Common - diluted
$
1.25

 
$
1.02

 
$
(0.09
)
Subordinated - Parent (basic and diluted)
$
1.26

 
$
1.02

 
$
(0.09
)
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 the Partnership 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 the Partnership 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 the Partnership 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 the Partnership. The Omnibus Agreement also provides for certain indemnification obligations between SUSS and the Partnership.

Summary of Transactions
Related-party transactions with SUSS are as follows:

 
Predecessor
 
Successor
 
Three Month
Ended
September 30,2013
 
July 1, 2014
through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except store count data)
Motor fuel sales
$
775,769

 
$
571,755

 
$
256,110

Motor fuel gross profit
8,112

 
6,261

 
2,898

General and administrative expenses allocated, including equity-based compensation
660

 
3,040

 
100

Allocated cost of employees
2,845

 
1,796

 
1,062

Distributions
4,953

 
5,726

 
—

IDR distributions
—

 
64

 
—

Transportation charges for delivery of motor fuel
12,807

 
10,319

 
4,886

Purchase of stores
39,474

 
22,593

 
12,598

Purchase of stores since IPO
120,993

 
214,304

 
226,902

Rental Income
1,904

 
2,684

 
1,432

# of stores purchased
10

 
5

 
3


 
Predecessor
 
Successor
 
Nine Month
Ended
September 30,2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except store count data)
Motor fuel sales
$
2,257,800

 
$
2,200,394

 
$
256,110

Motor fuel gross profit
23,464

 
23,366

 
2,898

General and administrative expenses allocated, including equity-based compensation
1,849

 
4,768

 
100

Allocated cost of employees
8,172

 
8,802

 
1,062

Distributions
14,525

 
16,604

 
—

IDR distributions
—

 
64

 
—

Transportation charges for delivery of motor fuel
37,013

 
37,874

 
4,886

Purchase of stores
91,993

 
81,145

 
12,598

Purchase of stores since IPO
120,993

 
214,304

 
226,902

Rental income
3,998

 
9,117

 
1,432

# of stores purchased
22

 
18

 
3



Additional affiliate activity related to the Balance Sheet and Consolidated Statement of Operations and Comprehensive Income (Loss) are as follows:
•
Net accounts receivable from SUSS were $47.6 million and $49.9 million at September 30, 2014, and December 31, 2013, respectively, which are primarily related to fuel purchases from us.

•
Accounts payable to Sunoco LLC were $5.9 million million at September 30, 2014, for the purchase of bulk fuel inventory.

•
ETP charged us $0.6 million for the one month ended September 30, 2014, related to non-cash stock based compensation.
Subsequent Events (Notes)
Subsequent Events
Subsequent Events
On October 1, 2014, the Partnership acquired Mid-Atlantic Convenience Stores, LLC from ETP for a total consideration of approximately $768 million, subject to working capital adjustments.  The consideration paid by the Partnership consisted of 3,983,540 newly issued SUN common units and $556 million of cash. In connection with the acquisition, the Partnership obtained working capital of $75.3 million, property and equipment of $474.5 million, goodwill and other intangibles of $200.8 million and assumed certain indebtedness and other liabilities totaling $200.3 million. The Partnership initially financed the cash portion by utilizing availability under the 2014 Revolver and subsequently with proceeds from the offering discussed below.  
The assets owned by Mid-Atlantic Convenience Stores, LLC include the Mid-Atlantic Convenience Stores ("MACS") locations and the Tigermarket locations that were previously acquired by ETP.  Both businesses are currently operated and supplied by ETP's Sunoco subsidiary.
The drop-down included approximately 110 company-operated retail convenience stores and 200 dealer-operated and consignment sites from the MACS/Tigermarket businesses. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP would transfer its retail and fuel distribution business to the Partnership. For additional information, please refer to the Partnership's Form 8-K filed on September 25, 2014 and Form 8-K/A filed on October 21, 2014. The acquisition will be accounted for as an acquisition of net assets under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at ETP's carrying value.
If the purchase would have occurred on January 1, 2013, our combined revenue and net income would have been as follows:
 
Pro Forma
Nine Months
Ended
September 30, 2013
 
Pro Forma
Nine Months
Ended
September 30, 2014
 
(in millions)
Revenue
5,112

 
4,479

Net Income
32

 
19


The Partnership announced on October 21, 2014, that it priced its registered underwritten public offering of 8 million common units representing limited partner interests, pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (the "SEC") at $46.25 per common unit. The Partnership intends to use the net proceeds from the offering, including any net proceeds from the underwriters' exercise of their option to purchase additional common units, to repay indebtedness under its revolving credit facility and for general partnership purposes. This transaction closed on October 27, 2014.
Summary of Significant Accounting Policies (Policies)
New Accounting Pronouncements
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 Partnership 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.
Organization and Principles of Consolidation (Tables)
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the preliminary allocation of the assets and liabilities of SUN.
 
 
August 31, 2014
 
 
(in thousands)
Current assets
 
$
171,484

Property and equipment
 
273,146

Goodwill
 
613,722

Intangible assets
 
238,435

Other noncurrent assets
 
790

Current liabilities
 
(155,182
)
Other noncurrent liabilities
 
(252,523
)
Total assets and liabilities
 
$
889,872

Accounts Receivable (Tables)
Schedule of Accounts Receivable
Accounts receivable, excluding receivables from affiliates, consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Accounts receivable, trade
$
68,473

 
$
69,436

Other receivables
855

 
539

Allowance for uncollectible accounts, trade
(323
)
 
(491
)
Accounts receivable, net
$
69,005

 
$
69,484

Inventories (Tables)
Schedule of Inventories
Inventories consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Fuel-consignment
$
2,103

 
$
2,434

Fuel-other wholesale
8,160

 
23,694

Other
859

 
923

Inventories, net
$
11,122

 
$
27,051

Property And Equipment (Tables)
Schedule of Property and Equipment
Property and equipment consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Land
$
68,213

 
$
68,536

Buildings and leasehold improvements
83,328

 
139,667

Equipment
34,703

 
70,269

Construction in progress
7,322

 
7,467

Total property and equipment
193,566

 
285,939

Less: Accumulated depreciation
(13,439
)
 
(1,135
)
Property and equipment, net
$
180,127

 
$
284,804

Goodwill and Other Intangible Assets (Tables)
Schedule of Goodwill 
The following table reflects goodwill activity for the nine months ended September 30, 2014 (in thousands):
Balance at December 31, 2013
$
22,823

Goodwill related to ETP "push down" accounting
590,899

Balance at September 30, 2014
$
613,722

Schedule of Finite-Lived Intangible Assets 
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill:
 
Predecessor
 
Successor
 
December 31, 2013
 
September 30, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
(in thousands)
Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Customer relations, including supply agreements
$
31,982

 
$
11,705

 
$
20,277

 
$
239,285

 
$
2,037

 
$
237,248

Favorable (unfavorable) leasehold arrangements, net
236

 
51

 
185

 
(565
)
 
60

 
(625
)
Loan origination costs
2,437

 
483

 
1,954

 
7,587

 
—

 
7,587

Other intangibles
389

 
33

 
356

 
—

 
—

 
—

Intangible assets, net
$
35,044

 
$
12,272

 
$
22,772

 
$
246,307

 
$
2,097

 
$
244,210

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
Predecessor
 
Successor
 
December 31,
2013
 
September 30,
2014
 
(in thousands)
Term Loan, bearing interest at Prime or LIBOR plus an applicable margin
$
25,866

 
$
—

2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
—

 
270,000

2012 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
156,210

 
—

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

 
3,559

Total debt
186,151

 
273,559

Less: Current maturities
525

 
529

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

 
$
273,030

Commitments And Contingencies (Tables)
Schedule of Rent Expense
The components of net rent expense are as follows:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
Three Months Ended September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
Nine Months Ended September 30, 2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
Cash rent:
 
 
 
 
 
 
 
 
 
 
 
Store base rent
$
208

 
$
147

 
$
73

 
$
625

 
$
562

 
$
73

Equipment rent
49

 
47

 
13

 
124

 
155

 
13

Total cash rent
257

 
194

 
86

 
749

 
717

 
86

Non-cash rent:
 
 
 
 
 
 
 
 
 
 
 
Straight-line rent
4

 
2

 
1

 
16

 
12

 
1

Net rent expense
$
261

 
$
196

 
$
87

 
$
765

 
$
729

 
$
87

Interest Expense And Interest Income (Tables)
Schedule of Interest Expense and Interest Income
The components of net interest expense are as follows:
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
Three Months Ended September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
Nine Months Ended September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
Cash interest expense
$
874

 
$
1,420

 
$
485

 
$
2,318

 
$
4,516

 
$
485

Amortization of loan costs
95

 
87

 
1,606

 
286

 
313

 
1,606

Cash interest income
(48
)
 
(16
)
 
(11
)
 
(234
)
 
(62
)
 
(11
)
Interest expense, net
$
921

 
$
1,491

 
$
2,080

 
$
2,370

 
$
4,767

 
$
2,080

Income Tax (Tables)
Schedule of Effective Income Tax Rate Reconciliation
For the year ended December 31, 2013, and the nine months ended September 30, 2014, our non-qualifying income did not exceed the statutory limit.
 
Predecessor
 
Successor
 
Three Months
Ended
September 30, 2013
 
July 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
3,410

 
35.0
 %
 
$
1,007

 
35.0
 %
 
$
(608
)
 
35.0
 %
Partnership earnings not subject to tax
(3,342
)
 
(34.3
)%
 
(958
)
 
(33.3
)%
 
633

 
(36.4
)%
State and local tax, net of federal benefit
77

 
0.8
 %
 
42

 
1.5
 %
 
(5
)
 
0.3
 %
Net income tax expense
$
145

 
1.5
 %
 
$
91

 
3.2
 %
 
$
20

 
(1.1
)%


 
Predecessor
 
Successor
 
Nine Months
Ended
September 30, 2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
9,731

 
35.0
 %
 
$
7,956

 
35.0
 %
 
$
(608
)
 
35.0
 %
Partnership earnings not subject to tax
(9,651
)
 
(34.7
)%
 
(7,978
)
 
(35.1
)%
 
633

 
(36.4
)%
State and local tax, net of federal benefit
218

 
0.8
 %
 
240

 
1.2
 %
 
(5
)
 
0.3
 %
State and local tax, net of federal benefit
$
298

 
1.1
 %
 
$
218

 
1.1
 %
 
$
20

 
(1.1
)%
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
 
Predecessor
 
Successor
 
Three Months
Ended
September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
5,165

 
$
—

 
$
9,447

Distributions in excess of income
(361
)
 
1,398

 
(10,457
)
Limited partners' interest in net income
$
4,804

 
$
1,398

 
$
(1,010
)
 
 
 
 
 
 
Attributable to Subordinated Units
 
Predecessor
 
Successor
 
Three Months
Ended
September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
5,124

 
$
—

 
$
9,349

Distributions in excess of income
(331
)
 
1,385

 
(10,350
)
Limited partners' interest in net income
$
4,793

 
$
1,385

 
$
(1,001
)
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.4687
 
$
—

 
$0.5457


Attributable to Common Units
 
 
 
 
 
 
Predecessor
 
Successor
 
Nine Months
Ended
September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
14,904

 
$
11,297

 
$
9,447

Distributions in excess of income
(1,146
)
 
(29
)
 
(10,457
)
Limited partners' interest in net income
$
13,758

 
$
11,268

 
$
(1,010
)
 
 
 
 
 
 
Attributable to Subordinated Units
 
 
 
 
 
 
Predecessor
 
Successor
 
Nine Months
Ended
September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
Distributions (a)
$
14,863

 
$
11,207

 
$
9,349

Distributions in excess of income
(1,116
)
 
(29
)
 
(10,350
)
Limited partners' interest in net income
$
13,747

 
$
11,178

 
$
(1,001
)
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$1.3590
 
$1.0218
 
$0.5457
Schedule of Incentive Distribution Rights to Limited Partners 
The percentage interests set forth below for ETP (in its capacity as the holder of our IDRs) assume that there are no arrearages on common units and that ETP continues to own all of the IDRs.
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125
 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%
Distributions Made to Limited Partner, by Distribution 
The following table summarizes the cash distributions paid or payable for 2014.
 
 
Limited Partners
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
Distribution to IDR Holders
 
 
 
 
( in thousands)
February 28, 2014
 
$
0.4851

 
$
10,650

 
$
—

May 30, 2014
 
$
0.5021

 
$
11,026

 
$
—

August 29, 2014
 
$
0.5197

 
$
11,413

 
$
64

November 28, 2014
 
$
0.5457

 
$
18,541

 
$
255

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 (Loss) was as follows (in thousands):
 
Predecessor
 
Successor
 
Predecessor
 
Successor
 
Three Months Ended September 30, 2013
 
July 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
 
Nine Months Ended September 30, 2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014
through
September 30, 2014
Phantom common units
$
101

 
372

 
$
—

 
$
407

 
$
604

 
$
—

Allocated expense from Parent
445

 
2,836

 
610

 
944

 
4,088

 
610

Total equity-based compensation expense
$
546

 
$
3,208

 
$
610

 
$
1,351

 
$
4,692

 
$
610

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
(40,317
)
 
23.67

      Forfeited
(3,000
)
 
18.42

Nonvested at September 30, 2014
—

 
$
—

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:
 
Predecessor
 
Successor
 
Three Months Ended
September 30, 2013
 
July 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except units and per unit amounts)
Net income (loss)
$
9,597

 
$
2,783

 
$
(1,756
)
Less: Incentive distribution rights
—

 
—

 
255

Limited partners' interest in net income (loss)
$
9,597

 
$
2,783

 
$
(2,011
)
 
 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
Common - basic
10,963,671

 
11,037,282

 
11,053,799

Common - equivalents
26,970

 
18,702

 
—

Common - diluted
10,990,641

 
11,055,984

 
11,053,799

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

 
10,939,436

 
10,939,436

Net income (loss) per limited partner unit:
 
 
 
 
 
Common - basic
$
0.44

 
$
0.13

 
$
(0.09
)
Common - diluted
$
0.43

 
$
0.13

 
$
(0.09
)
Subordinated - Parent (basic and diluted)
$
0.44

 
$
0.13

 
$
(0.09
)

 
Predecessor
 
Successor
 
Nine Months Ended
September 30, 2013
 
January 1, 2014 through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except units and per unit amounts)
Net income (loss)
$
27,504

 
$
22,510

 
$
(1,756
)
Less: Incentive distribution rights
—

 
64

 
255

Limited partners' interest in net income (loss)
$
27,504

 
$
22,446

 
$
(2,011
)
 
 
 
 
 
 
Weighted average limited partner units outstanding:
 
 
 
 
 
Common - basic
10,947,514

 
11,023,617

 
11,053,799

Common - equivalents
21,845

 
25,128

 
—

Common - diluted
10,969,359

 
11,048,745

 
11,053,799

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

 
10,939,436

 
10,939,436

Net income (loss) per limited partner unit:
 
 
 
 
 
Common - basic
$
1.26

 
$
1.02

 
$
(0.09
)
Common - diluted
$
1.25

 
$
1.02

 
$
(0.09
)
Subordinated - Parent (basic and diluted)
$
1.26

 
$
1.02

 
$
(0.09
)
Related-Party Transactions (Tables)
Schedule of Related Party Transactions
Related-party transactions with SUSS are as follows:

 
Predecessor
 
Successor
 
Three Month
Ended
September 30,2013
 
July 1, 2014
through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except store count data)
Motor fuel sales
$
775,769

 
$
571,755

 
$
256,110

Motor fuel gross profit
8,112

 
6,261

 
2,898

General and administrative expenses allocated, including equity-based compensation
660

 
3,040

 
100

Allocated cost of employees
2,845

 
1,796

 
1,062

Distributions
4,953

 
5,726

 
—

IDR distributions
—

 
64

 
—

Transportation charges for delivery of motor fuel
12,807

 
10,319

 
4,886

Purchase of stores
39,474

 
22,593

 
12,598

Purchase of stores since IPO
120,993

 
214,304

 
226,902

Rental Income
1,904

 
2,684

 
1,432

# of stores purchased
10

 
5

 
3


 
Predecessor
 
Successor
 
Nine Month
Ended
September 30,2013
 
January 1, 2014
through
August 31, 2014
 
September 1, 2014 through
September 30, 2014
 
(in thousands, except store count data)
Motor fuel sales
$
2,257,800

 
$
2,200,394

 
$
256,110

Motor fuel gross profit
23,464

 
23,366

 
2,898

General and administrative expenses allocated, including equity-based compensation
1,849

 
4,768

 
100

Allocated cost of employees
8,172

 
8,802

 
1,062

Distributions
14,525

 
16,604

 
—

IDR distributions
—

 
64

 
—

Transportation charges for delivery of motor fuel
37,013

 
37,874

 
4,886

Purchase of stores
91,993

 
81,145

 
12,598

Purchase of stores since IPO
120,993

 
214,304

 
226,902

Rental income
3,998

 
9,117

 
1,432

# of stores purchased
22

 
18

 
3

Subsequent Events (Tables)
Business Acquisition, Pro Forma Information
If the purchase would have occurred on January 1, 2013, our combined revenue and net income would have been as follows:
 
Pro Forma
Nine Months
Ended
September 30, 2013
 
Pro Forma
Nine Months
Ended
September 30, 2014
 
(in millions)
Revenue
5,112

 
4,479

Net Income
32

 
19

Organization and Principles of Consolidation (Details) (USD $)
3 Months Ended 9 Months Ended 24 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Sep. 30, 2014
Aug. 31, 2014
Sep. 30, 2014
Parent Company [Member]
Dec. 31, 2014
Aloha Petroleum, Ltd [Member]
Subsequent Event [Member]
site
Organization and Principles of Consolidation [Line Items]
 
 
 
 
 
 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
 
 
 
 
100.00% 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest
 
 
 
 
0.00% 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
11,000,000 
 
Ownership Percentage
 
 
 
 
50.10% 
 
Units sold in IPO
 
 
10,925,000 
 
 
 
Current Assets Acquired
 
 
 
$ 171,484 
 
 
Property and Equipment Acquired
 
 
 
273,146 
 
 
Goodwill Acquired
 
 
 
613,722 
 
 
Intangible Assets Acquired
 
 
 
238,435 
 
 
Other Noncurrent Assets Acquired
 
 
 
790 
 
 
Current Liabilities Acquired
 
 
 
155,182 
 
 
Other Noncurrent Liabilities Acquired
 
 
 
252,523 
 
 
Total Assets and Liabilities Acquired
 
 
 
889,872 
 
 
Number of Fuel Storage Terminals
 
 
 
 
 
6 
Number of Fuel Branded Stations
 
 
 
 
 
100 
Purchase Price
 
 
 
 
 
240,000,000 
Excise Taxes
$ 3,100,000 
$ 15,100,000 
 
 
 
 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2014
Trade Accounts Receivable [Member]
Sep. 30, 2014
Other Receivables [Member]
Sep. 30, 2014
Affiliated Entity [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Trade Accounts Receivable [Member]
Dec. 31, 2013
Predecessor [Member]
Other Receivables [Member]
Dec. 31, 2013
Predecessor [Member]
Affiliated Entity [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
 
 
 
 
Accounts receivable, gross, current
 
$ 69,436 
$ 539 
 
 
$ 68,473 
$ 855 
 
Allowance for uncollectible accounts, trade
(491)
 
 
 
(323)
 
 
 
Accounts receivable, net
69,484 
 
 
 
69,005 
 
 
 
Receivables from affiliates
$ 47,597 
 
 
$ 47,600 
$ 49,879 
 
 
$ 49,900 
Inventories (Details) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Predecessor [Member]
Schedule Of Inventory [Line Items]
 
 
Fuel-consignment
$ 2,434,000 
$ 2,103,000 
Fuel-other wholesale
23,694,000 
8,160,000 
Other
923,000 
859,000 
Inventories, net
27,051,000 
11,122,000 
LIFO Inventory Adjustments
$ 800,000 
 
Property And Equipment (Details) (USD $)
In Thousands, unless otherwise specified
1 Months Ended 8 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2014
Land [Member]
Sep. 30, 2014
Buildings and leasehold improvements [Member]
Sep. 30, 2014
Equipment [Member]
Sep. 30, 2014
Construction in progress [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Land [Member]
Dec. 31, 2013
Predecessor [Member]
Buildings and leasehold improvements [Member]
Dec. 31, 2013
Predecessor [Member]
Equipment [Member]
Dec. 31, 2013
Predecessor [Member]
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Total property and equipment
$ 285,939 
$ 68,536 
$ 139,667 
$ 70,269 
$ 7,467 
 
 
$ 193,566 
$ 68,213 
$ 83,328 
$ 34,703 
$ 7,322 
Accumulated depreciation
(1,135)
 
 
 
 
 
 
(13,439)
 
 
 
 
Property and equipment, net
284,804 
 
 
 
 
 
 
180,127 
 
 
 
 
Increase due to push down accounting
$ 11,200 
 
 
 
 
$ 0 
$ 0 
 
 
 
 
 
Goodwill and Other Intangible Assets (Details) (USD $)
9 Months Ended 8 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2014
Customer Relationships [Member]
Sep. 30, 2014
(Unfavorable) favorable leasehold arrangements, net [Member]
Sep. 30, 2014
Loan origination commitments [Member]
Sep. 30, 2014
Other [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Customer Relationships [Member]
Dec. 31, 2013
Predecessor [Member]
(Unfavorable) favorable leasehold arrangements, net [Member]
Dec. 31, 2013
Predecessor [Member]
Loan origination commitments [Member]
Dec. 31, 2013
Predecessor [Member]
Other [Member]
Sep. 30, 2014
2012 Revolver [Member]
Revolving Credit Agreement [Member]
Predecessor [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
$ 613,722,000 
 
 
 
 
 
 
$ 22,823,000 
 
 
 
 
 
Goodwill, Acquired During Period
590,899,000 
 
 
 
 
0 
0 
 
 
 
 
 
 
Average amortization period
 
20 years 
8 years 
 
 
 
 
 
 
 
 
 
 
Write off of unamortized loan costs
 
 
 
 
 
 
 
 
 
 
 
 
1,600,000 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-lived intangible assets, Gross carrying amount
246,307,000 
239,285,000 
(565,000)
7,587,000 
0 
 
 
35,044,000 
31,982,000 
236,000 
2,437,000 
389,000 
 
Finite-lived intangible assets, Accumulated amortization
2,097,000 
2,037,000 
60,000 
0 
0 
 
 
12,272,000 
11,705,000 
51,000 
483,000 
33,000 
 
Finite-lived intangible assets, Net
 
237,248,000 
(625,000)
7,587,000 
0 
 
 
 
20,277,000 
185,000 
1,954,000 
356,000 
 
Intangible assets, net
$ 244,210,000 
 
 
 
 
 
 
$ 22,772,000 
 
 
 
 
 
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2014
Sep. 30, 2014
SUN Term Loan [Member]
Term Loan [Member]
Sep. 30, 2014
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Sep. 30, 2014
2012 Revolver [Member]
Revolving Credit Agreement [Member]
Sep. 30, 2014
Notes Payable, Six and Four Percent [Member]
Other Notes Payables [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
SUN Term Loan [Member]
Term Loan [Member]
Dec. 31, 2013
Predecessor [Member]
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2013
Predecessor [Member]
2012 Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2013
Predecessor [Member]
Notes Payable, Six and Four Percent [Member]
Other Notes Payables [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
Debt Revolver, bearing interest at Prime or LIBOR plus an applicable margin
 
 
$ 270,000 
$ 0 
 
 
 
$ 0 
$ 156,210 
 
Notes payable, bearing interest at 6% and 4%
 
 
 
 
3,559 
 
 
 
 
4,075 
Total debt
273,559 
0 
 
 
 
186,151 
25,866 
 
 
 
Less: Current maturities
529 
 
 
 
 
525 
 
 
 
 
Long-term debt, net of current maturities
$ 273,030 
 
 
 
 
$ 185,626 
 
 
 
 
Long-Term Debt (Term Loan and Security Agreement) (Details) (Predecessor [Member], SUN Term Loan [Member], Term Loan [Member], USD $)
In Millions, unless otherwise specified
Sep. 30, 2014
Predecessor [Member] |
SUN Term Loan [Member] |
Term Loan [Member]
 
Debt Instrument [Line Items]
 
Face amount
$ 180.7 
Long-Term Debt (Revolving Credit Agreement) (Details) (Revolving Credit Agreement [Member], USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2014
Dec. 31, 2013
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Debt Revolver, bearing interest at Prime or LIBOR plus an applicable margin
$ 0 
 
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Maximum borrowing capactiy
1,250,000,000 
 
Option to Increase Revolver
250,000,000 
 
Debt Revolver, bearing interest at Prime or LIBOR plus an applicable margin
270,000,000 
 
Consolidated total leverage ratio
5.50 
 
Adjusted Leverage Ratio During Acquisition Period
6.00 
 
Minimum Purchase Price Threshold For Leverage Ratio Adjustment
50,000,000 
 
Additional Collateral For Debt
66.00% 
 
Current borrowing capacity
969,100,000 
 
2014 Revolver [Member] |
Standby Letters of Credit [Member]
 
 
Debt Instrument [Line Items]
 
 
Letters of Credit Outstanding, Amount
10,900,000 
 
Incremental Addition to Federal Funds Rate [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
0.50% 
 
Incremental Addition to One Month LIBOR [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.00% 
 
Minimum [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.25% 
 
Minimum [Member] |
Applicable Margin on LIBOR Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.50% 
 
Minimum [Member] |
Applicable Margin on Base Rate Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
0.50% 
 
Maximum [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.35% 
 
Maximum [Member] |
Applicable Margin on LIBOR Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
2.50% 
 
Maximum [Member] |
Applicable Margin on Base Rate Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.50% 
 
Predecessor [Member] |
Initial 2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Maximum borrowing capactiy
250,000,000 
 
Predecessor [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Maximum borrowing capactiy
400,000,000 
 
Write off of unamortized loan costs
1,600,000 
 
Option to Increase Revolver
100,000,000 
 
Line of Credit Facility, Increase (Decrease), Net
 
150,000,000 
Debt Revolver, bearing interest at Prime or LIBOR plus an applicable margin
 
156,210,000 
Predecessor [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Debt Revolver, bearing interest at Prime or LIBOR plus an applicable margin
 
$ 0 
Predecessor [Member] |
Minimum [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.375% 
 
Predecessor [Member] |
Minimum [Member] |
Applicable Margin on LIBOR Loan [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
2.00% 
 
Predecessor [Member] |
Minimum [Member] |
Applicable Margin on Base Rate Loan [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.00% 
 
Predecessor [Member] |
Maximum [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.50% 
 
Predecessor [Member] |
Maximum [Member] |
Applicable Margin on LIBOR Loan [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
3.25% 
 
Predecessor [Member] |
Maximum [Member] |
Applicable Margin on Base Rate Loan [Member] |
2012 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
2.25% 
 
External Credit Rating, Investment Grade [Member] |
Minimum [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.125% 
 
External Credit Rating, Investment Grade [Member] |
Minimum [Member] |
Applicable Margin on LIBOR Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.125% 
 
External Credit Rating, Investment Grade [Member] |
Minimum [Member] |
Applicable Margin on Base Rate Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
0.125% 
 
External Credit Rating, Investment Grade [Member] |
Maximum [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.275% 
 
External Credit Rating, Investment Grade [Member] |
Maximum [Member] |
Applicable Margin on LIBOR Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
2.00% 
 
External Credit Rating, Investment Grade [Member] |
Maximum [Member] |
Applicable Margin on Base Rate Loan [Member] |
2014 Revolver [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.00% 
 
Long-Term Debt (Guaranty of Debt) (Details) (Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $)
In Millions, unless otherwise specified
Sep. 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 $)
Sep. 30, 2014
Debt Instrument [Line Items]
 
Debt at fair value
$ 272,900,000 
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
$ 2,500,000 
Stated interest rate
4.00% 
Commitments And Contingencies (Details) (USD $)
9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 1 Months Ended
Sep. 30, 2014
Minimum [Member]
Sep. 30, 2014
Maximum [Member]
Sep. 30, 2014
Standby Letters of Credit [Member]
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Sep. 30, 2014
Successor [Member]
Operating Leased Assets [Line Items]
 
 
 
 
 
 
 
 
Letters of Credit Outstanding, Amount
 
 
$ 10,900,000 
 
 
 
 
 
Lease term
5 years 
15 years 
 
 
 
 
 
 
Store base rent
 
 
 
147,000 
208,000 
562,000 
625,000 
73,000 
Equipment rent
 
 
 
47,000 
49,000 
155,000 
124,000 
13,000 
Total cash rent
 
 
 
194,000 
257,000 
717,000 
749,000 
86,000 
Straight-line rent
 
 
 
2,000 
4,000 
12,000 
16,000 
1,000 
Net rent expense
 
 
 
$ 196,000 
$ 261,000 
$ 729,000 
$ 765,000 
$ 87,000 
Interest Expense And Interest Income (Details) (USD $)
In Thousands, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Sep. 30, 2014
Successor [Member]
Interest Expense and Interest Income [Line Items]
 
 
 
 
 
Cash interest expense
$ 1,420 
$ 874 
$ 4,516 
$ 2,318 
$ 485 
Amortization of loan costs
87 
95 
313 
286 
1,606 
Cash interest income
(16)
(48)
(62)
(234)
(11)
Interest expense, net
$ 1,491 
$ 921 
$ 4,767 
$ 2,370 
$ 2,080 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 1 Months Ended
Sep. 30, 2014
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Sep. 30, 2014
Successor [Member]
Income Tax [Line Items]
 
 
 
 
 
 
Margin tax rate
0.50% 
 
 
 
 
 
Non-qualifying income %
10.00% 
 
 
 
 
 
Tax at Statutory federal rate
 
$ 1,007 
$ 3,410 
$ 7,956 
$ 9,731 
$ (608)
Tax at statutory federal rate, Percentage
 
35.00% 
35.00% 
35.00% 
35.00% 
35.00% 
Partnership earnings not subject to tax
 
(958)
(3,342)
(7,978)
(9,651)
633 
Partnership earnings not subject to tax, Percentage
 
(33.30%)
(34.30%)
(35.10%)
(34.70%)
(36.40%)
State and local tax, net of federal benefit
 
42 
77 
240 
218 
(5)
State and local tax, net of federal benefit, Percentage
 
1.50% 
0.80% 
1.20% 
0.80% 
0.30% 
Net income tax expense
 
$ 91 
$ 145 
$ 218 
$ 298 
$ 20 
Effective income tax rate, Percentage
 
3.20% 
1.50% 
1.10% 
1.10% 
(1.10%)
Equity (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended
Sep. 30, 2014
Common Units - Public [Member]
Sep. 30, 2014
Common Units - Affiliates [Member]
Sep. 30, 2014
Subordinated Units [Member]
Sep. 30, 2014
Parent Company [Member]
Oct. 27, 2014
Subsequent Event [Member]
Oct. 1, 2014
MACS [Member]
Subsequent Event [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
10,974,491 
79,308 
10,939,436 
 
 
 
Ownership Percentage
 
 
 
50.10% 
 
 
Limited Partners' Capital Account, Units Issued
 
 
10,939,436 
 
 
3,983,540 
Price per share, new issues
 
 
 
 
$ 46.25 
 
Proceeds from Issuance of Common Stock
 
 
 
 
$ 358.9 
 
Equity (Allocations of Net Income) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Sep. 30, 2013
Predecessor [Member]
Subordinated Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Sep. 30, 2013
Predecessor [Member]
Subordinated Units [Member]
Sep. 30, 2014
Successor [Member]
Sep. 30, 2014
Successor [Member]
Common Units [Member]
Sep. 30, 2014
Successor [Member]
Subordinated Units [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
$ 0 
$ 5,165 
$ 11,297 
$ 14,904 
$ 0 
$ 5,124 
$ 11,207 
$ 14,863 
 
$ 9,447 
$ 9,349 
Distributions in excess of income
 
 
 
 
1,398 
(361)
(29)
(1,146)
1,385 
(331)
(29)
(1,116)
 
(10,457)
(10,350)
Net Income (Loss) Allocated to Limited Partners
 
 
 
 
$ 1,398 
$ 4,804 
$ 11,268 
$ 13,758 
$ 1,385 
$ 4,793 
$ 11,178 
$ 13,747 
 
$ (1,010)
$ (1,001)
Cash distribution per unit
$ 0 
$ 0.4687 
$ 1.0218 
$ 1.3590 
 
 
 
 
 
 
 
 
$ 0.5457 
 
 
Equity (Incentive Distribution Rights) (Details)
9 Months Ended
Sep. 30, 2014
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 (Cash Distributions) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
9 Months Ended
Sep. 30, 2014
November 28, 2014 [Member]
 
Distribution Made to Limited Partner [Line Items]
 
Distribution made to limited partner per unit
$ 0.5457 
Distributions to Unitholders
$ 18,541 
Incentive distribution rights
255 
August 29, 2014 [Member]
 
Distribution Made to Limited Partner [Line Items]
 
Distribution made to limited partner per unit
$ 0.5197 
Distributions to Unitholders
11,413 
Incentive distribution rights
64 
May 30, 2014 [Member]
 
Distribution Made to Limited Partner [Line Items]
 
Distribution made to limited partner per unit
$ 0.5021 
Distributions to Unitholders
11,026 
Incentive distribution rights
0 
February 28, 2014 [Member]
 
Distribution Made to Limited Partner [Line Items]
 
Distribution made to limited partner per unit
$ 0.4851 
Distributions to Unitholders
10,650 
Incentive distribution rights
$ 0 
Equity-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2013
Predecessor [Member]
Phantom common units [Member]
Aug. 31, 2014
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2013
Predecessor [Member]
Phantom common units [Member]
Aug. 31, 2014
Predecessor [Member]
Allocated From SUSS [Member]
Sep. 30, 2013
Predecessor [Member]
Allocated From SUSS [Member]
Aug. 31, 2014
Predecessor [Member]
Allocated From SUSS [Member]
Sep. 30, 2013
Predecessor [Member]
Allocated From SUSS [Member]
Sep. 30, 2014
Successor [Member]
Sep. 30, 2014
Successor [Member]
Phantom common units [Member]
Sep. 30, 2014
Successor [Member]
Allocated From ETP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation expense
$ 3,208 
$ 546 
$ 4,692 
$ 1,351 
$ 372 
$ 101 
$ 604 
$ 407 
 
 
 
 
$ 610 
$ 0 
 
Allocated Share-based Compensation Expense
 
 
 
 
 
 
 
 
$ 2,836 
$ 445 
$ 4,088 
$ 944 
 
 
$ 610 
Equity-Based Compensation (Phantom Common Unit Awards) (Details) (Phantom common units [Member], 2012 Long Term Incentive Plan [Member], USD $)
In Thousands, except Share data, unless otherwise specified
9 Months Ended 12 Months Ended 9 Months Ended 8 Months Ended
Sep. 30, 2014
Dec. 31, 2013
Sep. 30, 2014
Non-employee director [Member]
Minimum [Member]
Sep. 30, 2014
Non-employee director [Member]
Maximum [Member]
Sep. 30, 2014
Employee [Member]
Minimum [Member]
Sep. 30, 2014
Employee [Member]
Maximum [Member]
Aug. 31, 2014
Predecessor [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
Allocated Share-based Compensation Expense
 
 
 
 
 
 
$ 400 
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
(40,317)
(11,352)
 
 
 
 
 
Forfeited, shares
(3,000)
 
 
 
 
 
 
Non-vested at end of period, Shares
0 
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
$ 23.67 
$ 21.50 
 
 
 
 
 
Forfeited, Weighted Average Grant Date Fair Value
$ 18.42 
 
 
 
 
 
 
Non-vested at end of period, Weighted Average Grant Date Fair Value
$ 0.00 
$ 21.66 
 
 
 
 
 
Vesting Period
 
 
1 year 
3 years 
2 years 
5 years 
 
Net Income per Unit (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Sep. 30, 2013
Predecessor [Member]
Subordinated Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units [Member]
Sep. 30, 2013
Predecessor [Member]
Subordinated Units [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units [Member]
Sep. 30, 2014
Successor [Member]
Sep. 30, 2014
Successor [Member]
Common Units [Member]
Sep. 30, 2014
Successor [Member]
Subordinated Units [Member]
Net Income per Unit [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
$ 2,783 
$ 9,597 
$ 22,510 
$ 27,504 
$ 37,027 
 
 
 
 
 
 
$ 11,213 
 
$ 18,503 
$ (1,756)
 
$ (874)
Incentive distribution rights
0 
0 
64 
0 
 
 
 
 
 
 
 
 
 
 
255 
 
 
Net Income (Loss) Allocated to Limited Partners net of IDRs
$ 2,783 
$ 9,597 
$ 22,446 
$ 27,504 
 
 
 
 
 
 
 
 
 
 
$ (2,011)
 
 
Weighted Average Limited Partnership Units Outstanding, Basic
 
 
 
 
 
11,037,282 
10,963,671 
11,023,617 
10,947,514 
 
 
 
 
 
 
11,053,799 
 
Weighted Average Limited Partnership Units Outstanding, Equivalents
 
 
 
 
 
18,702 
26,970 
25,128 
21,845 
 
 
 
 
 
 
0 
 
Weighted Average Limited Partnership Units Outstanding
 
 
 
 
 
11,055,984 
10,990,641 
11,048,745 
10,969,359 
 
 
 
 
 
 
11,053,799 
 
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted
 
 
 
 
 
 
 
 
 
10,939,436 
10,939,436 
10,939,436 
10,939,436 
 
 
 
10,939,436 
Net Income (Loss) Per Unit, Basic
 
 
 
 
 
$ 0.13 
$ 0.44 
$ 1.02 
$ 1.26 
 
 
 
 
 
 
$ (0.09)
 
Net Income (Loss) Per Unit, Diluted
 
 
 
 
 
$ 0.13 
$ 0.43 
$ 1.02 
$ 1.25 
 
 
 
 
 
 
$ (0.09)
 
Net Income (Loss) Per Unit, Subordinated, Basic and Diluted
 
 
 
 
 
 
 
 
 
$ 0.13 
$ 0.44 
$ 1.02 
$ 1.26 
 
 
 
$ (0.09)
Related-Party Transactions (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 23 Months Ended 1 Months Ended 24 Months Ended
Sep. 30, 2014
Sep. 30, 2014
Affiliated Entity [Member]
stores
agreement
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Affiliated Entity [Member]
stores
Sep. 30, 2013
Predecessor [Member]
Affiliated Entity [Member]
stores
Aug. 31, 2014
Predecessor [Member]
Affiliated Entity [Member]
stores
Sep. 30, 2013
Predecessor [Member]
Affiliated Entity [Member]
stores
Sep. 30, 2013
Predecessor [Member]
Affiliated Entity [Member]
Aug. 31, 2014
Predecessor [Member]
Affiliated Entity [Member]
Dec. 31, 2013
Predecessor [Member]
Affiliated Entity [Member]
Sep. 30, 2014
Successor [Member]
Sep. 30, 2014
Successor [Member]
Affiliated Entity [Member]
stores
Sep. 30, 2014
Successor [Member]
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 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to affiliates
 
 
$ 571,755 
$ 775,769 
$ 2,200,394 
$ 2,257,800 
 
$ 571,755 
$ 775,769 
$ 2,200,394 
$ 2,257,800 
 
 
 
$ 256,110 
$ 256,110 
 
Motor fuel gross profit to affiliates
 
 
 
 
 
 
 
6,261 
8,112 
23,366 
23,464 
 
 
 
 
2,898 
 
General and administrative expenses from related parties including equity-based compensation
 
 
 
 
 
 
 
3,040 
660 
4,768 
1,849 
 
 
 
 
100 
 
Reimbursement costs of employees supporting operations
 
 
 
 
 
 
 
1,796 
2,845 
8,802 
8,172 
 
 
 
 
1,062 
 
Distribution amount
 
 
 
 
16,668 
 
19,969 
5,726 
4,953 
16,604 
14,525 
 
 
 
 
0 
 
Incentive distribution rights
 
 
0 
0 
64 
0 
 
64 
0 
64 
0 
 
 
 
255 
0 
 
Transportation charges for delivery of motor fuel
 
 
 
 
 
 
 
10,319 
12,807 
37,874 
37,013 
 
 
 
 
4,886 
 
Cost for convenience stores acquired
 
 
 
 
 
 
 
22,593 
39,474 
81,145 
91,993 
120,993 
214,304 
 
 
12,598 
226,902 
Rent expense
 
 
 
 
 
 
 
2,684 
1,904 
9,117 
3,998 
 
 
 
 
1,432 
 
Number of convenience store properties acquired
 
 
 
 
 
 
 
5 
10 
18 
22 
 
 
 
 
3 
 
Receivables from affiliates
47,597 
47,600 
 
 
 
 
49,879 
 
 
 
 
 
 
49,900 
 
 
 
Accounts payable to affiliates
5,858 
5,900 
 
 
 
 
0 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation expense
 
 
$ 3,208 
$ 546 
$ 4,692 
$ 1,351 
 
 
 
 
 
 
 
 
$ 610 
$ 600 
 
Subsequent Events (Details) (USD $)
1 Months Ended 9 Months Ended
Aug. 31, 2014
Oct. 27, 2014
Subsequent Event [Member]
Sep. 30, 2014
Common Units - Public [Member]
Oct. 27, 2014
Common Units - Public [Member]
Subsequent Event [Member]
Oct. 27, 2014
MACS [Member]
Subsequent Event [Member]
Oct. 1, 2014
MACS [Member]
Subsequent Event [Member]
Sep. 30, 2014
MACS [Member]
Pro Forma [Member]
Sep. 30, 2013
MACS [Member]
Pro Forma [Member]
Subsequent Event [Line Items]
 
 
 
 
 
 
 
 
Purchase Price
 
 
 
 
 
$ 768,000,000 
 
 
Cash paid for acquisition
 
 
 
 
556,000,000 
 
 
 
Working capital obtained
 
 
 
 
 
75,300,000 
 
 
Property and Equipment Acquired
273,146 
 
 
 
 
474,500,000 
 
 
Goodwill and other intangibles acquired
 
 
 
 
 
200,800,000 
 
 
Debt and other liabilities assumed
 
 
 
 
 
200,300,000 
 
 
Number of Stores
 
 
 
 
 
0 
 
 
Dealer-Operated And Cosignment Sites
 
 
 
 
 
200 
 
 
Revenues
 
 
 
 
 
 
4,479,000 
5,112,000 
Net income (loss)
 
 
 
 
 
 
$ 19,000 
$ 32,000 
Limited Partners' Capital Account, Units Issued
 
 
10,974,491 
8,000,000 
 
3,983,540 
 
 
Price per share, new issues
 
$ 46.25