SUNOCO LP, 10-K filed on 2/27/2015
Annual Report
Document And Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Jun. 30, 2014
Feb. 20, 2015
Common Units [Member]
Feb. 20, 2015
Subordinated Units-Affiliated [Member]
Document Information [Line Items]
 
 
 
 
Document Type
10-K 
 
 
 
Amendment Flag
false 
 
 
 
Document Period End Date
Dec. 31, 2014 
 
 
 
Document Fiscal Year Focus
2014 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
Entity Registrant Name
SUNOCO LP 
 
 
 
Entity Central Index Key
0001552275 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
Entity Filer Category
Accelerated Filer 
 
 
 
Entity Common Stock, Shares Outstanding
 
 
24,099,177 
10,939,436 
Entity Current Reporting Status
Yes 
 
 
 
Entity Voluntary Filers
No 
 
 
 
Entity Public Float
 
$ 490,246,736 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Current assets:
 
 
Cash and cash equivalents
$ 8,150 
$ 67,151 
Accounts receivable, net of allowance for doubtful accounts of $323 and $1,220 at December 31, 2013 and 2014, respectively
69,005 
64,082 
Receivables from affiliates (MACS: $3,484 at December 31, 2014)
49,879 
36,716 
Inventories, net
11,122 
48,646 
Other current assets
66 
8,546 
Total current assets
138,222 
225,141 
Property and equipment, net (MACS: $45,340 at December 31, 2014)
180,127 
905,465 
Total assets
 
 
Marketable securities
25,952 
0 
Goodwill
22,823 
863,458 
Intangible assets, net
22,772 
172,108 
Deferred tax asset, long-term portion
0 
14,893 
Other noncurrent assets (MACS: $3,665 at December 31, 2014)
188 
16,416 
Total assets
390,084 
2,197,481 
Current liabilities:
 
 
Accounts payable (MACS: $6 at December 31, 2014)
110,432 
95,932 
Accounts payable to affiliates
0 
3,112 
Accrued expenses and other current liabilities (MACS: $484 at December 31, 2014)
11,427 
41,881 
Current maturities of long-term debt (MACS: $8,422 at December 31, 2014)
525 
13,757 
Total current liabilities
122,384 
154,682 
Revolving lines of credit
156,210 
683,378 
Long-term debt (MACS: $48,029 at December 31, 2014)
29,416 
173,383 
Deferred tax liability, long-term portion
222 
0 
Other noncurrent liabilities (MACS: $1,190 at December 31, 2014)
2,159 
49,306 
Total liabilities
310,391 
1,060,749 
Partners' capital:
 
 
Total equity
79,693 
1,136,732 
Total partners' capital
79,693 
1,142,376 
Noncontrolling interest
0 
(5,644)
Total liabilities and equity
$ 390,084 
$ 2,197,481 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
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-Affiliated [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Common Units - Public [Member]
Dec. 31, 2014
Successor [Member]
Common Units - Affiliated [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2013
Variable Interest Entity, Primary Beneficiary [Member]
Predecessor [Member]
Dec. 31, 2014
Variable Interest Entity, Primary Beneficiary [Member]
Successor [Member]
Allowance for doubtful accounts
 
 
 
$ 1,220 
 
 
 
 
 
Partners' capital:
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
10,936,352 
79,308 
10,939,436 
 
20,036,329 
4,062,848 
10,939,436 
 
 
Limited Partners' Capital Account, Units Outstanding
10,936,352 
79,308 
10,939,436 
 
20,036,329 
4,062,848 
10,939,436 
 
 
Balance Sheet Related Disclosures [Abstract]
 
 
 
 
 
 
 
 
 
Receivables from affiliates
 
 
 
36,716 
 
 
 
0 
3,484 
Property, Plant and Equipment, Net
 
 
 
905,465 
 
 
 
0 
45,340 
Other Assets, Noncurrent
 
 
 
16,416 
 
 
 
0 
3,665 
Liabilities and Equity
 
 
 
95,932 
 
 
 
0 
6 
Accrued Expenses And Other Current Liabilities
 
 
 
41,881 
 
 
 
0 
484 
Long-term Debt, Current Maturities
 
 
 
13,757 
 
 
 
0 
8,422 
Long-Term Debt
 
 
 
173,383 
 
 
 
0 
48,029 
Other Liabilities, Noncurrent
 
 
 
$ 49,306 
 
 
 
$ 0 
$ 1,190 
Consolidated Statements Of Operations (USD $)
8 Months Ended 12 Months Ended 4 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 3 Months Ended 4 Months Ended
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Sep. 30, 2014
Common Units [Member]
Predecessor [Member]
Jun. 30, 2014
Common Units [Member]
Predecessor [Member]
Mar. 31, 2014
Common Units [Member]
Predecessor [Member]
Dec. 31, 2013
Common Units [Member]
Predecessor [Member]
Sep. 30, 2013
Common Units [Member]
Predecessor [Member]
Jun. 30, 2013
Common Units [Member]
Predecessor [Member]
Mar. 31, 2013
Common Units [Member]
Predecessor [Member]
Aug. 31, 2014
Common Units [Member]
Predecessor [Member]
Dec. 31, 2013
Common Units [Member]
Predecessor [Member]
Dec. 31, 2012
Common Units [Member]
Predecessor [Member]
Dec. 31, 2014
Common Units [Member]
Successor [Member]
Dec. 31, 2014
Common Units [Member]
Successor [Member]
Sep. 30, 2014
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Jun. 30, 2014
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Mar. 31, 2014
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Dec. 31, 2013
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Sep. 30, 2013
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Jun. 30, 2013
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Mar. 31, 2013
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Dec. 31, 2012
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Aug. 31, 2014
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Dec. 31, 2013
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Dec. 31, 2012
Subordinated Units-Affiliated [Member]
Predecessor [Member]
Dec. 31, 2014
Subordinated Units-Affiliated [Member]
Successor [Member]
Dec. 31, 2014
Subordinated Units-Affiliated [Member]
Successor [Member]
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
$ 1,275,422,000 
$ 1,502,786,000 
$ 1,738,096,000 
$ 941,243,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to affiliates
2,200,394,000 
2,974,122,000 
2,570,757,000 
873,842,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Merchandise sales
0 
0 
0 
52,275,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rental income
11,690,000 
10,060,000 
5,045,000 
16,020,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other income
4,683,000 
5,611,000 
7,514,000 
6,447,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenues
3,492,189,000 
4,492,579,000 
4,321,412,000 
1,889,827,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel cost of sales to third parties
1,252,141,000 
1,476,479,000 
1,704,804,000 
872,984,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel cost of sales to affiliates
2,177,028,000 
2,942,525,000 
2,562,976,000 
861,475,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Merchandise cost of sales
0 
0 
0 
38,820,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
2,339,000 
2,611,000 
2,130,000 
1,303,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total cost of sales
3,431,508,000 
4,421,615,000 
4,269,910,000 
1,774,582,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit
60,681,000 
70,964,000 
51,502,000 
115,245,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
17,075,000 
16,814,000 
12,013,000 
16,358,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other operating
4,964,000 
3,187,000 
5,178,000 
29,288,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rent
729,000 
1,014,000 
3,527,000 
3,459,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss (gain) on disposal of assets and impairment charge
(39,000)
324,000 
341,000 
2,670,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization and accretion
10,457,000 
8,687,000 
7,031,000 
16,498,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total operating expenses
33,186,000 
30,026,000 
28,090,000 
68,273,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
27,495,000 
40,938,000 
23,412,000 
46,972,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
(4,767,000)
(3,471,000)
(809,000)
(9,562,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income before income taxes
22,728,000 
37,467,000 
22,603,000 
37,410,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax expense
(218,000)
(440,000)
(5,033,000)
(2,134,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income and comprehensive income
22,510,000 
37,027,000 
17,570,000 
35,276,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Net income and comprehensive income attributable to noncontrolling interest
0 
0 
0 
1,043,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less: Predecessor income prior to initial public offering on September 25, 2012
0 
0 
8,420,000 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income and comprehensive income attributable to partners
22,510,000 
37,027,000 
17,570,000 
34,233,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,575,000 
11,213,000 
18,503,000 
 
 
10,530,000 
Net income per limited partner unit:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per unit - basic and diluted
 
 
 
 
$ 0.04 1
$ 0.43 
$ 0.46 
$ 0.43 
$ 0.44 
$ 0.44 
$ 0.38 
$ 1.02 
$ 1.69 
$ 0.42 
$ 0.83 
$ 0.85 
$ 0.04 1
$ 0.43 
$ 0.46 
$ 0.43 
$ 0.44 
$ 0.44 
$ 0.38 
 
$ 1.02 
$ 1.69 
$ 0.42 
$ 0.83 
$ 0.85 
Weighted average limited partner units outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Basic
 
 
 
 
 
 
 
 
 
 
 
11,023,617 
10,964,258 
10,939,436 
 
20,572,373 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Diluted
 
 
 
 
 
 
 
 
 
 
 
11,048,745 
10,986,102 
10,943,159 
 
20,578,755 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Number of Subordinated Units Outstanding, Basic and Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,939,436 
10,939,436 
10,939,436 
 
10,939,436 
Cash distributions per unit
$ 1.02 
$ 1.84 
$ 0.47 
$ 1.15 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income (Loss) Allocated to Limited Partners
 
 
 
 
 
 
 
 
 
 
 
$ 11,268,000 
$ 18,534,000 
$ 4,575,000 
 
$ 17,499,000 
 
 
 
 
 
 
 
 
$ 11,178,000 
$ 18,493,000 
$ 4,575,000 
 
$ 9,305,000 
Consolidated Statements of Unitholders' Equity (USD $)
Predecessor [Member]
Predecessor [Member]
Common Units - Public [Member]
Predecessor [Member]
Common Units - Affiliated [Member]
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Successor [Member]
Successor [Member]
Common Units - Public [Member]
Successor [Member]
Common Units - Affiliated [Member]
Successor [Member]
Subordinated Units-Affiliated [Member]
Successor [Member]
Noncontrolling Interest [Member]
Partners' Capital Beginning Balance at Dec. 31, 2011
$ 115,813,000 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Less: Predecessor income prior to initial public offering on September 25, 2012
8,420,000 
 
 
 
 
 
 
 
 
Distributions to Unitholders
0 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Sep. 24, 2012
124,233,000 
 
 
 
 
 
 
 
 
Partners' Capital Beginning Balance at Dec. 31, 2011
115,813,000 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
17,570,000 
 
 
 
 
 
 
 
 
Less: Predecessor income prior to initial public offering on September 25, 2012
8,420,000 
 
 
 
 
 
 
 
 
Distributions to Unitholders
(311,000)
 
 
 
 
 
 
 
 
Payments Of Issuance Of Units To Parent For Net Assets
0 
 
 
 
 
 
 
 
 
Partners' Capital Account, Acquisitions
0 
 
 
 
 
 
 
 
 
Non-cash Proceeds from Contributions from Parent
0 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Dec. 31, 2012
78,332,000 
 
 
 
 
 
 
 
 
Partners' Capital Beginning Balance at Sep. 25, 2012
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
9,150,000 
4,568,000 
7,000 
4,575,000 
 
 
 
 
 
Net liabilities not assumed by the Partnership
54,653,000 
 
 
 
 
 
 
 
 
Allocation of net Parent investment to unitholders
(69,580,000)
 
(91,000)
(69,489,000)
 
 
 
 
 
Proceeds from initial public offering, net of underwriters' discount
210,647,000 
210,647,000 
 
 
 
 
 
 
 
Offering costs
(4,493,000)
(4,493,000)
 
 
 
 
 
 
 
Cash distributions to Parent
(206,342,000)
 
(273,000)
(206,069,000)
 
 
 
 
 
Distributions to Unitholders
(311,000)
(311,000)
 
 
 
 
 
 
 
Unit-based compensation
101,000 
51,000 
0 
50,000 
 
 
 
 
 
Partners' Capital Ending Balance at Dec. 31, 2012
78,332,000 
210,462,000 
(175,000)
(131,955,000)
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
8,227,000 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Mar. 31, 2013
 
 
 
 
 
 
 
 
 
Partners' Capital Beginning Balance at Dec. 31, 2012
78,332,000 
210,462,000 
(175,000)
(131,955,000)
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
37,027,000 
18,474,000 
50,000 
18,503,000 
 
 
 
 
 
Less: Predecessor income prior to initial public offering on September 25, 2012
0 
 
 
 
 
 
 
 
 
Cash distributions to Parent
(19,969,000)
 
(316,000)
(19,653,000)
 
 
 
 
 
Distributions to Unitholders
(19,632,000)
(19,632,000)
 
 
 
 
 
 
 
Unit-based compensation
1,935,000 
965,000 
3,000 
967,000 
 
 
 
 
 
Payments Of Issuance Of Units To Parent For Net Assets
2,000,000 
 
2,000,000 
 
 
 
 
 
 
Partners' Capital Account, Acquisitions
0 
 
 
 
 
 
 
 
 
Non-cash Proceeds from Contributions from Parent
0 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Dec. 31, 2013
79,693,000 
210,269,000 
1,562,000 
(132,138,000)
 
 
 
 
 
Partners' Capital Beginning Balance at Sep. 30, 2013
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
9,523,000 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Dec. 31, 2013
79,693,000 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
10,132,000 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Mar. 31, 2014
 
 
 
 
 
 
 
 
 
Partners' Capital Beginning Balance at Dec. 31, 2013
79,693,000 
210,269,000 
1,562,000 
(132,138,000)
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
22,510,000 
11,217,000 
80,000 
11,213,000 
 
 
 
 
 
Less: Predecessor income prior to initial public offering on September 25, 2012
0 
 
 
 
 
 
 
 
 
Cash distributions to Parent
(16,668,000)
 
(184,000)
(16,484,000)
 
 
 
 
 
Distributions to Unitholders
(16,485,000)
(16,485,000)
 
 
 
 
 
 
 
Unit-based compensation
4,692,000 
2,340,000 
16,000 
2,336,000 
 
 
 
 
 
Payments Of Issuance Of Units To Parent For Net Assets
0 
 
 
 
 
 
 
 
 
Stock Repurchased and Retired During Period, Value
(125,000)
(125,000)
0 
0 
 
 
 
 
 
Partners' Capital Account, Acquisitions
0 
 
 
 
 
 
 
 
 
Non-cash Proceeds from Contributions from Parent
0 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance at Aug. 31, 2014
73,617,000 
207,216,000 
1,474,000 
(135,073,000)
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
34,233,000 
18,739,000 
3,921,000 
10,530,000 
1,043,000 
Less: Predecessor income prior to initial public offering on September 25, 2012
 
 
 
 
0 
 
 
 
 
Distributions to Unitholders
 
 
 
 
(18,798,000)
(10,356,000)
(2,472,000)
(5,970,000)
 
Unit-based compensation
 
 
 
 
1,388,000 
748,000 
93,000 
547,000 
 
Payments Of Issuance Of Units To Parent For Net Assets
 
 
 
 
0 
 
 
 
 
Partners' Capital Account, Acquisitions
 
 
 
 
622,168,000 
253,237,000 
2,655,000 
366,276,000 
 
Partners' Capital Account, Public Sale of Units Net of Offering Costs
 
 
 
 
405,104,000 
405,104,000 
 
 
 
Non-cash Proceeds from Contributions from Parent
 
 
 
 
(584,833,000)
 
(591,520,000)
 
(6,687,000)
Partners' Capital Ending Balance at Dec. 31, 2014
 
 
 
 
1,136,732,000 
874,688,000 
31,378,000 
236,310,000 
(5,644,000)
Partners' Capital Beginning Balance at Sep. 30, 2014
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
30,111,000 
 
 
 
 
Partners' Capital Ending Balance at Dec. 31, 2014
 
 
 
 
$ 1,136,732,000 
 
 
 
 
Consolidated Statements Of Cash Flows (USD $)
8 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2013
MACS [Member]
Predecessor [Member]
Dec. 31, 2012
MACS [Member]
Predecessor [Member]
Dec. 31, 2013
Aloha Petroleum, Ltd [Member]
Predecessor [Member]
Dec. 31, 2012
Aloha Petroleum, Ltd [Member]
Predecessor [Member]
Cash flows from operating activities:
 
 
 
 
 
 
 
 
Net income
$ 22,510,000 
$ 37,027,000 
$ 17,570,000 
$ 34,233,000 
 
 
 
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation, amortization and accretion
10,457,000 
8,687,000 
7,031,000 
16,498,000 
 
 
 
 
Amortization of deferred financing fees
313,000 
381,000 
102,000 
1,987,000 
 
 
 
 
Loss (gain) on disposal of assets and impairment charge
(39,000)
324,000 
341,000 
2,670,000 
 
 
 
 
Non-cash unit based compensation expense
4,692,000 
1,935,000 
911,000 
1,388,000 
 
 
 
 
Deferred income tax
(19,000)
70,000 
2,428,000 
(906,000)
 
 
 
 
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
 
Accounts receivable
(3,939,000)
(16,087,000)
(57,745,000)
39,728,000 
 
 
 
 
Accounts receivable from affiliates
22,812,000 
(9,664,000)
36,366,000 
(38,907,000)
 
 
 
 
Inventories
(10,557,000)
(7,777,000)
(7,912,000)
4,490,000 
 
 
 
 
Other assets
(938,000)
757,000 
(63,000)
3,141,000 
 
 
 
 
Accounts payable
30,838,000 
9,691,000 
93,193,000 
(79,809,000)
 
 
 
 
Accounts payable to affiliates
0 
0 
0 
672,000 
 
 
 
 
Accrued liabilities
1,717,000 
6,326,000 
(2,272,000)
12,110,000 
 
 
 
 
Other noncurrent liabilities
1,139,000 
(318,000)
(730,000)
(2,496,000)
 
 
 
 
Net cash provided by operating activities
33,362,000 
50,680,000 
16,488,000 
72,613,000 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
Capital expenditures
(89,330,000)
(113,590,000)
(41,493,000)
(82,015,000)
 
 
 
 
Purchase of intangibles
(3,660,000)
(2,661,000)
(2,513,000)
(1,296,000)
 
 
 
 
Purchase of marketable securities
0 
(844,359,000)
(497,426,000)
0 
 
 
 
 
Redemption of marketable securities
25,952,000 
966,671,000 
349,162,000 
0 
 
 
 
 
Payments to Acquire Businesses, Net of Cash Acquired
 
 
 
 
0 
0 
0 
0 
Proceeds from disposal of property and equipment
0 
297,000 
1,321,000 
0 
 
 
 
 
Net cash provided by (used in) investing activities
(67,038,000)
6,358,000 
(190,949,000)
(824,733,000)
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
Proceeds from issuance of long-term debt
0 
0 
180,666,000 
0 
 
 
 
 
Payments on long-term debt
(25,881,000)
(137,173,000)
(32,523,000)
(1,931,000)
 
 
 
 
Revolver, net
88,380,000 
120,620,000 
35,590,000 
438,788,000 
 
 
 
 
Loan origination costs
0 
(270,000)
(1,907,000)
(7,587,000)
 
 
 
 
Proceeds from issuance of common units, net of offering costs
0 
0 
(206,154,000)
(405,104,000)
 
 
 
 
Distributions to Parent
(16,668,000)
(19,969,000)
(206,342,000)
(8,442,000)
 
 
 
 
Other cash from financing activities, net
(125,000)
784,000 
(354,000)
0 
 
 
 
 
Payments of Distributions to Unitholders
16,485,000 
19,632,000 
311,000 
10,356,000 
 
 
 
 
Net cash provided by (used in) financing activities
29,221,000 
(55,640,000)
180,973,000 
815,576,000 
 
 
 
 
Net increase (decrease) in cash
(4,455,000)
1,398,000 
6,512,000 
63,456,000 
 
 
 
 
Cash and cash equivalents at beginning of year
8,150,000 
6,752,000 
240,000 
3,695,000 
 
 
 
 
Cash and cash equivalents at end of period
3,695,000 
8,150,000 
6,752,000 
67,151,000 
 
 
 
 
Supplemental disclosure of non-cash financing activities
 
 
 
 
 
 
 
 
Contribution of net assets from Susser
0 
0 
(69,580,000)
0 
 
 
 
 
Contribution of debt from Susser
0 
(21,850,000)
0 
0 
 
 
 
 
Issuance of units to Susser for net assets
0 
(2,000,000)
0 
0 
 
 
 
 
Increase in partners' equity related to ETP Merger
0 
0 
0 
(622,168,000)
 
 
 
 
Monetary Value Of Issuance Of Units To Parent For Net Assets
0 
0 
0 
212,004,000 
 
 
 
 
Supplemental disclosure of non-cash investing activities:
 
 
 
 
 
 
 
 
Pushdown Accounting from ETP Merger
0 
 
 
624,215,000 
 
 
 
 
Non-cash Proceeds from Contributions from Parent
0 
0 
0 
584,833,000 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
 
 
 
 
Interest paid
4,516,000 
3,356,000 
940,000 
7,652,000 
 
 
 
 
Income taxes paid
$ 0 
$ 18,000 
$ 0 
$ 1,600,000 
 
 
 
 
Organization and Principles of Consolidation (Notes)
Organization and Principles of Consolidation
Organization and Principles of Consolidation

The Partnership was formed in June 2012 by Susser Holdings Corporation ("Susser") and its wholly owned subsidiary, Sunoco GP LLC (“SGP”, 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. The information presented in this annual report contains the audited consolidated financial results of Susser Petroleum Company LLC ("SPC"), for periods presented through September 24, 2012. The consolidated financial results for the year ended December 31, 2012 also include the results of operations for the Partnership for the period beginning September 25, 2012, the date the Partnership commenced operations. See Note 2 for further information.
On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP would acquire the outstanding common shares of Susser ("ETP Merger"). This transaction was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights in us, and directly and indirectly acquired approximately 11.0 million of our common and subordinated units (representing approximately 50.1% of our then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 4 for further information.

Effective October 27, 2014, Susser Petroleum Partners LP (ticker symbol: SUSP) changed its name to Sunoco LP ("SUN", 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, its majority-owned subsidiaries, and variable interest entities (VIEs) in which it is the primary beneficiary. We distribute motor fuels in Texas, New Mexico, Oklahoma, Louisiana, Kansas, Virginia, Maryland, Tennessee, Georgia and Hawaii. Starting in fiscal 2014, we are also an operator of convenience retail stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii. Our recent acquisitions are intended to complement and expand our wholesale distribution business. Results of operations for the Mid-Atlantic Convenience Stores ("MACS") acquisition, deemed a transaction between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the initial date of common control. See Note 4 for further information.

Prior to the fourth quarter of 2014, we operated our business as one segment, which was primarily engaged in wholesale fuel distribution. With the addition of convenience store operations we have added a retail operating segment. Our primary operations are conducted by the following consolidated wholly owned subsidiaries:

•
Susser Petroleum Operating Company LLC ("SPOC"), a Delaware limited liability company, distributes motor fuel to Susser's retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.
•
T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma and Kansas.
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
•
Southside Oil, LLC and MACS Retail LLC, both Virginia limited liability companies (collectively "MACS"), distribute motor fuel and own and operate convenience stores, respectively, primarily in Virginia, Maryland, Tennessee, and Georgia.
•
Aloha Petroleum, Ltd, a Hawaii corporation, distributes motor fuel and owns and operates convenience stores on the Hawaiian islands.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Initial Public Offering (Notes)
Initial Public Offering Disclosure
Initial Public Offering

On September 20, 2012, the Partnership’s public common units began trading on the New York Stock Exchange under the symbol “SUSP”. On September 25, 2012, we completed the IPO of 10,925,000 common units at a price of $20.50 per unit. Effective October 27, 2014, our public common units began trading under the symbol "SUN".
In connection with the IPO, the following transactions occurred:
Susser contributed to the Partnership substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included:
•marketer, distributor and supply agreements;
•fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets;
•real property owned in fee and personal property;
•leases and subleases under which it was a tenant; and
•leases and subleases under which it was a landlord.
The property and equipment was contributed by Susser and its subsidiaries in exchange for:
•14,436 common units and 10,939,436 subordinated units, representing at the time, an aggregate 50.1% limited partner interest in the Partnership;
•All of the incentive distribution rights; and
•An aggregate cash distribution of $206.0 million.
All of the contributed assets and liabilities were recorded at historical cost as this transaction was considered to be a reorganization of entities under common control.
We received net proceeds of $206.2 million from the sale of 10,925,000 units, net of related offering expenses. Additionally, we entered into a term loan and security agreement (“Term Loan”) in which we borrowed $180.7 million and entered into a $250.0 million revolving credit agreement (“2012 Revolver”), which together were guaranteed by Susser in a maximum aggregate amount of $180.7 million. See Note 11 for additional information regarding our credit and term loan facilities.
The following is a summary of statement of operations and cash flow information for the year ended December 31, 2012 disaggregated between the period before and after the IPO:
 
January 1, 2012 through September 24, 2012
 
September 25, 2012 through December 31, 2012
 
Year ended December 31, 2012
 
 
 
 
 
 
 
(in thousands)
Revenues
$
3,240,271

 
$
1,081,141

 
$
4,321,412

Cost of sales
3,204,277

 
1,065,633

 
4,269,910

Gross profit
35,994

 
15,508

 
51,502

Total operating expenses
22,496

 
5,594

 
28,090

Income from operations
13,498

 
9,914

 
23,412

Interest expense, net
(269
)
 
(540
)
 
(809
)
Income before income taxes
13,229

 
9,374

 
22,603

Income tax expense
(4,809
)
 
(224
)
 
(5,033
)
Net income
$
8,420

 
$
9,150

 
$
17,570



 
January 1, 2012 through September 24, 2012
 
September 25, 2012 through December 31, 2012
 
Year Ended December 31, 2012
 
 
 
 
 
 
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
 
Net cash provided by operating activities
$
9,183

 
$
7,305

 
$
16,488

Cash flows from investing activities:
 
 
 
 
 
Purchase of intangibles and capital expenditures
(9,806
)
 
(34,200
)
 
(44,006
)
Purchase of marketable securities
—

 
(497,426
)
 
(497,426
)
Redemption of marketable securities
—

 
349,162

 
349,162

Proceeds from disposal of property and equipment
754

 
567

 
1,321

Net cash used in investing activities
(9,052
)
 
(181,897
)
 
(190,949
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt
—

 
216,256

 
216,256

Loan origination costs
—

 
(1,907
)
 
(1,907
)
Payments on long-term debt
(17
)
 
(32,506
)
 
(32,523
)
Proceeds from issuance of common units, net of offering costs
—

 
206,154

 
206,154

Distributions to Susser
—

 
(206,342
)
 
(206,342
)
Cash retained by Susser
(354
)
 
—

 
(354
)
Distributions to Unitholders
—

 
(311
)
 
(311
)
Net cash provided by (used in) financing activities
(371
)
 
181,344

 
180,973

Net increase (decrease) in cash
(240
)
 
6,752

 
6,512

Cash and cash equivalents at beginning of year
240

 
—

 
240

Cash and cash equivalents at end of period
$
—

 
$
6,752

 
$
6,752

Summary of Significant Accounting Policies (Notes)
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

Fiscal Year
The Partnership uses calendar month accounting periods, and ends its fiscal year on December 31.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Consolidation of Variable Interest Entities
The Partnership uses a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that the Partnership is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in the Partnership’s consolidated financial statements.
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.
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 are 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.
Segment Reporting
Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers (see Note 20).
Acquisition Accounting
Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The Consolidated Statements of Operations and Comprehensive Income for the years presented include the results of operations for each acquisition from their respective date of acquisition.
Acquisitions from entities under common control entities are accounted for similar to a pooling of interests, in which the acquired assets and assumed liabilities are recognized at their historic carrying values. The results of operations of the affiliated business acquired are reflected in the Partnership's consolidated results of operations beginning on the date of common control.
Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less, but exclude debt or equity securities classified as marketable securities.

Marketable Securities

Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The investments in debt securities at December 31, 2013, which mature in one year or less, were classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs (see Note 11 for more information concerning fair value measurements). At December 31, 2013, included in the marketable securities line item on the Consolidated Balance Sheet are approximately $16.0 million in money market funds. The carrying value of these money market funds approximated fair value as of the balance sheet date and were measured using Level 1 inputs. The gross unrecognized holding gains and losses as of December 31, 2013 were not material. These investments were previously used as collateral to secure the Term Loan and were redeemed in the first quarter of 2014.

Accounts Receivable

The majority of trade receivables are from wholesale fuel customers and amounts due from credit card companies related to retail credit card transactions. Wholesale customer credit is extended based on evaluation of the customer's financial condition. Receivables are recorded at face value, without interest or discount. The Partnership provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Credit losses are recorded against the allowance when accounts are deemed uncollectible.

Receivables from affiliates have risen from transactions with non-consolidated affiliates and are primarily due to the sale of fuel and other miscellaneous transactions with Susser. These receivables are recorded at face value, without interest or discount.

Inventories
Fuel inventories are stated at the lower of cost or market. Effective September 1, 2014, we adopted the last-in-first-out (LIFO) inventory method for fuel inventories to align our accounting policy with that of ETP. Prior to September 1, 2014 fuel inventories were valued at average cost. Merchandise inventories are stated at the lower of average cost, as determined by the retail inventory method, or market. We record an allowance for shortages and obsolescence relating to merchandising inventory based on historical trends and any known changes. Shipping and handling costs are included in the cost of merchandise inventories.
Advertising Costs
Advertising costs are expensed as incurred.
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the useful lives of the assets, estimated to be forty years for buildings, three to fifteen years for equipment and thirty years for storage tanks. Assets under capital leases are depreciated over the life of the corresponding lease.
Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which approximate twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period incurred.
Long-Lived Assets
Long-lived assets (including intangible assets) are tested for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If indicators exist, the estimated undiscounted future cash flows related to the asset are compared to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded within loss on disposal of assets and impairment charge in the statement of operations for amounts necessary to reduce the corresponding carrying value of the asset to fair value. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows.
Goodwill

Goodwill represents the excess of consideration paid over fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination are recorded at fair value as of the date acquired. Acquired intangibles determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill and indefinite lived intangible assets is performed as of the first day of the fourth quarter of each fiscal year.

The Partnership uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill.

Based upon the analysis of qualitative factors, the Partnership determines if it is more likely than not that the reporting unit has a fair value which exceeds the carrying value. Some of the qualitative factors considered in applying this test include the consideration of macroeconomic conditions, industry and market considerations, cost factors affecting the business, the overall financial performance of the business and the performance of the unit price of the Partnership.

If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeded the carrying value of the reporting unit, then the two-step approach would be applied in making an evaluation. In step one, multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis) would be used. The computations require management to make significant estimates and assumptions.  Critical estimates and assumptions that are used as part of these evaluations would include, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital rate, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about sales, operating margins, capital expenditures, working capital and growth rates.

If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount then performing the two-step test is unnecessary.

If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of the Partnership's “implied fair value” requires the Partnership to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the "implied fair value" is less than the carrying value, an impairment charge would be recorded.

Other Intangible Assets
Other finite-lived intangible assets consist of supply agreements, customer relations, non-competes, tradenames, loan origination costs and favorable lease arrangements. Separable intangible assets that are not determined to have an indefinite life are amortized over their useful lives and assessed for impairment only if and when circumstances warrant. The determination of the fair market value of the intangible asset and the estimated useful life are based on an analysis of all pertinent factors including (1) the use of widely-accepted valuation approaches, the income approach or the cost approach, (2) the expected use of the asset by the Partnership, (3) the expected useful life of related assets, (4) any legal, regulatory or contractual provisions, including renewal or extension period that would cause substantial costs or modifications to existing agreements, and (5) the effects of obsolescence, demand, competition, and other economic factors. Should any of the underlying assumptions indicate that the value of the intangible assets might be impaired, we may be required to reduce the carrying value and subsequent useful life of the asset. If the underlying assumptions governing the amortization of an intangible asset were later determined to have significantly changed, we may be required to adjust the amortization period of such asset to reflect any new estimate of its useful life. Any write-down of the value or unfavorable change in the useful life of an intangible asset would increase expense at that time.
Debt issuance costs are being amortized using the straight-line method, over the term of the debt. Supply agreements are being amortized on a straight-line basis over the remaining terms of the agreements, which generally range from five to fifteen years. Favorable lease arrangements are amortized on a straight-line basis over the remaining lease terms.
Environmental Liabilities
Environmental expenditures related to existing conditions, resulting from past or current operations and from which no current or future benefit is discernible, are expensed by the Partnership. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. We determine and establish a liability on a site-by-site basis when it is probable and can be reasonably estimated. A related receivable is recorded for estimable probable reimbursements.
Revenue Recognition
Revenues from our two primary product categories, motor fuel and merchandise, are recognized at the time that fuel is delivered to the customer or at the time of sale. Revenue recognition on consignment sales differ and are discussed in greater detail below. Shipment and delivery of motor fuel generally occurs on the same day. The Partnership charges its wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, our wholly owned corporate subsidiary, we may sell motor fuel to wholesale customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. We derive other income from rental income, propane and lubricating oils and other ancillary product and service offerings. In our retail segment, we derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals and other ancillary product and service offerings. We record revenue on a net commission basis when the product is sold and/or services are rendered.
Rental Income
Rental income from operating leases is recognized over the term of the lease on a straight line basis.
Cost of Sales
We include in cost of sales all costs we incur to acquire fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. Items are removed from inventory and are included in cost of sales based on the retail inventory method for merchandise. For motor fuel, prior to September 1, 2014 we used the average cost method, but now use the LIFO method since September 1, 2014. Cost of sales does not include any depreciation of our property, plant and equipment, as any amounts attributed to cost of sales would not be significant. Depreciation is separately classified in our Consolidated Statements of Operations and Comprehensive Income.
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly or through suppliers by the Partnership. The Partnership's accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the motor fuel tax collected from motor fuel sales and motor fuel cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes and such amounts for the years ended December 31, 2012 and 2013 and for the periods January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014 were $44.1 million, $18.3 million, $10.3 million and $60.3 million, respectively.
Sales taxes on merchandise sales were approximately $2.4 million for the period from September 1, 2014 through December 31, 2014, and are reported net in merchandise sales and cost of merchandise sales in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Vendor Allowances, Rebates and Deferred Branding Incentives
We receive payments for deferred branding incentives related to our fuel supply contracts. Unearned branding incentives are deferred and amortized as earned over the term of the respective agreement. Deferred branding incentives are amortized on a straight line basis over the term of the agreement as a credit to cost of sales. Starting in 2014 with the acquisition of MACS and Aloha, we receive payments from certain merchandise suppliers in the form of vendor allowances and volume rebates. Earned payments are recorded as either a reduction to cost of sales or as income to which the payment relates. For the period from September 1, 2014 through December 31, 2014, we recognized earned rebates of $2.1 million as a reduction to cost of sales and $0.2 million as income.
Lease Accounting
The Partnership leases a portion of its properties under non-cancelable operating leases, whose initial terms are typically five to fifteen 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 including renewal periods that are reasonably assured at the inception of the lease. The Partnership is typically responsible for payment of real estate taxes, maintenance expenses and insurance. The Partnership also leases certain vehicles, which are typically less than five years.
Fair Value of Financial Instruments
Cash, accounts receivable, certain other current assets, marketable securities, accounts payable, accrued expenses and other current liabilities are reflected in the consolidated financial statements at fair value because of the short-term maturity of the instruments.
Concentration Risk
Motor fuel sold to Susser, mostly in Texas, represented 60%, 66%, 63% and 48% of total motor fuel sales for the years ended December 31, 2012 and 2013 and the periods January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, respectively. Prior to the IPO, these sales included only Susser's retail locations and were at cost and no profit was reflected on these sales. Subsequent to the IPO, these sales include both Susser's retail locations and consignment locations. Pursuant to the Distribution Contract, sales subsequent to the IPO reflect a margin of approximately three cents per gallon.
The Partnership has contracts with Valero and Chevron that expire in July 2018 and April 2017, respectively. With the acquisition of MACS in the fourth quarter of 2014, we now have contracts with Exxon expiring in 2015 and 2018. The portion of fuel volumes purchased from suppliers who accounted for 10% or more of our total combined volume during the years ended December 31 are as follows:
 
Predecessor
 
 
Successor
 
Twelve Months Ended
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
Valero
36
%
 
34
%
 
28
%
 
 
22
%
Chevron
19
%
 
17
%
 
12
%
 
 
9
%
Exxon
6
%
 
6
%
 
9
%
 
 
24
%
Earnings Per Unit

In addition to the common and subordinated units, we have identified the incentive distribution rights ("IDRs") as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing limited partners' interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units.

Prior to September 25, 2012, we were wholly owned by Susser and, accordingly, we did not calculate or report earnings per unit.

Stock and Unit-based Compensation

Certain employees supporting our operations prior to the ETP Merger were historically granted long-term incentive compensation awards under the Susser stock-based compensation programs, which primarily consisted of stock options and restricted common stock. Susser allocated expenses for stock-based compensation costs, which are included in general and administrative expenses. The allocated expense was $0.8 million, $1.4 million, $4.1 million, and $1.0 million for the years ended December 31, 2012 and 2013 and the periods ended January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, respectively.

In connection with our IPO, our general partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (the “LTIP Plan"), now known as the Sunoco LP Plan, under which various types of awards may be granted to employees, consultants and directors of our general partner who provide services for us. We amortize the grant-date fair value of these awards over the vesting period using the straight-line method. Expenses related to unit-based compensation are included in general and administrative expenses. On August 29, 2014, effective with the ETP Merger, all then outstanding unvested awards became fully vested. During the years ended December 31, 2012 and December 31, 2013, the periods ended January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, we recognized $0.1 million, $0.5 million, $0.6 million and $0.4 million, respectively, of expense related to unit awards.

Income Taxes

We are organized as a pass-through entity for federal income tax purposes. As a result, our partners are responsible for federal income taxes based on their respective share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. We are subject to the Texas franchise tax that is based on our Texas sourced taxable gross margin for federal income tax purposes.

The Partnership recognizes deferred income tax liabilities and assets related to its subsidiary, PropCo. Deferred income tax liabilities and assets are recognized for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis.

We recognize the impact of a tax position in the financial statements, if that position is more likely than not of being sustained, based on the technical merits of the position. See Note 17 for additional information regarding de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

Recently Issued and Adopted Accounting Pronouncements

FASB ASU No. 2015-02. In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis, which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. We are currently evaluating the impact, if any, that adopting this new accounting standard will have on our current and future consolidation policies.

FASB ASU No. 2014-17. In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805) - Pushdown Accounting (a Consensus of the FASB Emerging Issues Task Force), which provides guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. ASU 2014-17 was effective upon issuance. The adoption of ASU 2014-17 did not have a material effect on our financial position and we do not believe it will in the future.
FASB ASU No. 2014-15. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements — Going Concern (Subtopic 205-40)." This update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 requires management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective prospectively for fiscal years beginning after December 15, 2016, and interim periods within those years. We do not anticipate that the adoption of ASU 2014-15 will have a material effect on our financial position, results of operations or cash flows.
FASB ASU No. 2014-09. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.
FASB ASU No. 2013-11. In July 2013, the FASB issued ASU 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 is effective for annual and interim periods beginning after December 15, 2013 but early adoption is permitted. The adoption of this guidance did not have a material effect on our financial position, results of operations or cash flows.
FASB ASU No. 2013-04. In February 2013, the FASB issued ASU 2013-04, "Liabilities (Topic 405) — Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force)." This update provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date (except for obligations addressed within existing guidance in U.S. GAAP). Examples of obligations within the scope of ASU 2013-04 include debt arrangements, other contractual obligations and settled litigation and judicial rulings. ASU 2013-04 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not have a material effect on our financial position, results of operations or cash flows.
Merger and Acquisitions (Notes)
Business Combination Disclosure [Text Block]
Merger and Acquisitions

ETP Merger

As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of the date of the merger on August 29, 2014. Due to the application of "push down" accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material.

Management, with the assistance of a third party valuation firm, has estimated the fair value of ours and Susser's assets and liabilities as of the date of acquisition by ETP. Our 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 recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. 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. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The following table summarizes the "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):


August 31, 2014
Current assets
$
171,434

Property and equipment
272,930

Goodwill
590,042

Intangible assets
70,473

Other noncurrent assets
811

Current liabilities
(154,617
)
Other noncurrent liabilities
(255,289
)
Net assets
$
695,784




Acquisitions
    
During the years ended December 31, 2013 and 2014, the Partnership completed the acquisition of several companies. The Partnership allocated the total purchase consideration to the assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. In making its purchase price allocations, the assets and liabilities acquired in these acquisitions were valued based upon estimated fair values at the date of acquisition. The estimates used in valuing all intangible assets were based upon assumptions believed to be reasonable at the date of acquisition. The acquisitions are discussed below.

Mid-Atlantic Convenience Stores, LLC Acquisition
On October 1, 2014, we acquired Mid-Atlantic Convenience Stores, LLC ("MACS") from ETP for a total consideration of approximately $768.0 million, subject to certain working capital adjustments.  The consideration paid consisted of 3,983,540 newly issued Partnership common units and $556.0 million in cash. We initially financed the cash portion by utilizing availability under the 2014 Revolver. A portion of the revolver borrowing was repaid during the fourth quarter, using cash from proceeds of an equity offering. MACS has been determined to be the primary beneficiary of certain variable interest entities, and therefore the Partnership consolidates these variable interest entities.

The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP intends to transfer its retail and fuel distribution business to the Partnership. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership's results of operations include the MACS' results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from September 1, 2014. The following table presents the recast unaudited revenues and net income for the three and nine months ended September 30, 2014 to include the operations of MACS effective September 1, 2014 (in thousands):

 
 
Three Months Ended September 30, 2014
 
Nine Months Ended September 30, 2014
 
 
Predecessor July 1, 2014 through August 31, 2014
 
 
Successor September 1, 2014 through September 30, 2014
 
Predecessor January 1, 2014 through August 31, 2014
 
 
Successor September 1, 2014 through September 30, 2014
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
899,577

 
 
$
405,345

 
$
3,492,189

 
 
$
405,345

MACS
 
—

 
 
142,860

 
—

 
 
142,860

Combined
 
$
899,577

 
 
$
548,205

 
$
3,492,189

 
 
$
548,205

 
 
 
 
 
 
 
 
 
 
 
Net income:
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
2,783

 
 
$
(1,756
)
 
$
22,510

 
 
$
(1,756
)
MACS
 
—

 
 
5,878

 
—

 
 
5,878

Combined
 
$
2,783

 
 
$
4,122

 
$
22,510

 
 
$
4,122


Included in our Successor results of operations for the period September 1, 2014 through December 31, 2014 is $509.3 million and $31.9 million of revenue and net income, respectively, related to the acquisition of MACS. The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values, including the initial tax accounting related to the transaction (in thousands):
 
August 31, 2014
Current assets
$
96,749

Property and equipment
463,772

Goodwill
118,610

Intangible assets
90,676

Other noncurrent assets
46,838

Current liabilities
(45,151
)
Other noncurrent liabilities
(186,661
)
Net assets
584,833

Net deemed contribution
(19,020
)
Cash acquired
(60,798
)
Total cash consideration, net of cash acquired
$
505,015


The goodwill recorded in connection with the MACS acquisition is deductible for tax purposes.
Aloha Petroleum, Ltd Acquisition
On December 16, 2014, we completed the acquisition of 100% of the stock of 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 Aloha, Shell, and Mahalo branded fuel stations throughout the state, about half of which are company operated.  We believe the entry into the retail convenience store market combined with our wholesale distribution network will allow us to achieve greater returns on our investments. The adjusted purchase price for Aloha was approximately $267.0 million in cash, subject to a post-closing earn-out we have estimated at $13.0 million, and certain post closing adjustments, and before transaction costs and other expenses totaling $2.8 million. As of December 31, 2014, we have recorded on our consolidated balance sheet under other non-current liabilities the $13.0 million contingent consideration, which we based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. Approximately $2.1 million of the cash consideration was placed in an escrow account to satisfy indemnification obligations of the seller and certain environmental claims, pursuant to the terms of the purchase agreement. Included in our Successor results of operations for the period December 16, 2014 through December 31, 2014 is $24.7 million and $0.7 million of revenue and net income, respectively, related to the acquisition of Aloha.
 
Management has preliminarily estimated the fair value of its assets and liabilities as of the date of acquisition. The carrying values of assets and liabilities (excluding intangibles and non-current liabilities) in this preliminary estimate were assumed to approximate their fair values. Our identifiable intangible assets consist primarily of dealer relationships. The amount of goodwill preliminarily recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. As a result, material adjustments to this preliminary allocation may occur in the future. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation.

The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):


December 16, 2014
Current assets
$
68,269

Property and equipment
99,292

Goodwill
154,807

Intangible assets
10,686

Other noncurrent assets
636

Current liabilities
(20,612
)
Other noncurrent liabilities
(33,095
)
Total consideration
279,983

Cash acquired
(30,597
)
Contingent consideration
(12,979
)
Total cash consideration, net of cash acquired and contingent consideration
$
236,407



The Aloha acquisition was a stock purchase transaction. It is being treated as such for tax purposes and any resulting goodwill is not deductible for tax purposes.

Pro Forma Financial Information
The unaudited financial information in the table below summarizes the combined results of our operations and those of Aloha and MACS on a pro forma basis, as though Aloha and MACS had been acquired on January 1, 2013. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved. The pro forma adjustments include the effect of purchase accounting adjustments, interest expense, and related tax effects, among others (in thousands):
 
 
Unaudited Pro Forma
 
 
MACS and Aloha
 
 
 
Twelve Months Ended
 
 
December 31, 2013
 
December 31, 2014
 
Revenues
 
$
6,733,351

 
$
7,132,272

 
Net income attributable to partners
 
$
63,301

 
$
87,638

 
Variable Interest Entity (Notes)
Variable Interest Entity Disclosure [Text Block]
Variable Interest Entities
MACS has entered into agreements with entities controlled by the Uphoff Unitholders (members of MACS Holdings prior to the acquisition by ETP) to lease the property, buildings and improvements of 35 sites that are now operated by the Partnership. Under the terms of the agreement, the Partnership has the right to purchase the underlying assets of 35 of these leases, along with the assumption of associated debt of up to $54.3 million, for $20.0 million less any unreimbursed costs or claims against the Uphoff Unitholders and accrued excess rent, plus any funds disbursed from the excess rent account to the Partnership or Catterton (members of MACS Holdings prior to the acquisition by ETP). Because of the purchase option described above, as well as the terms of the leases, the Partnership is determined to be the primary beneficiary of these entities, and therefore the Partnership has consolidated these entities. In determining whether we are the primary beneficiary, we took into consideration the following:
•Identified the significant activities and the parties that have the power to direct them;
•Reviewed the governing board composition and participation ratio;
•Determining the equity, profit and loss ratio;
•Determining the management-sharing ratio;
•Reviewed employment terms; and
•Reviewed the funding and operating agreements.
 
The assets and liabilities of the VIEs consist of the following:
 
 
December 31, 2014
 
 
(in thousands)
Receivables from affiliates
 
$
3,484

Property, plant and equipment, net
 
$
45,340

Other non-current assets
 
$
3,665

Accounts payable and accrued liabilities
 
$
490

Long-term debt, including current maturities of $8,422 (see Note 11)
 
$
56,451

Other non-current liabilities
 
$
1,190


The creditors under the VIEs' borrowing arrangements do not have recourse to the Partnership's assets in the event of default on the VIE long-term debt (see Note 11).
Accounts Receivable (Notes)
Loans, Notes, Trade and Other Receivables Disclosure
Accounts Receivable

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

 
 
$
56,006

Credit card receivables
—

 
 
3,681

Vendor receivables for rebates, branding, and other
—

 
 
2,820

Other receivables
855

 
 
2,795

Allowance for doubtful accounts
(323
)
 
 
(1,220
)
Accounts receivable, net
$
69,005

 
 
$
64,082


Accounts receivable from affiliates are $49.9 million and $36.7 million as of December 31, 2013 and 2014, respectively. For additional information regarding our affiliated receivables, see Note 13.
An allowance for doubtful accounts is provided based on management's evaluation of outstanding accounts receivable. Following is a summary of the valuation accounts related to accounts and notes receivable:
 
Balance at
Beginning of
Period
 
Additions
Charged to Expense
 
Amounts Written
Off, Net of
Recoveries
 
Allowance Retained by Parent
 
Acquired through Business Acquisitions
 
Balance at
End of Period
 
(in thousands)
Allowance for doubtful accounts:
 
 
 
 
 
 
 
 
 
 
 
Predecessor:
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
$
167

 
$
103

 
$
—

 
$
167

 
$
—

 
$
103

Balance at December 31, 2013
103

 
360

 
140

 
—

 
—

 
323

January 1, 2014 through August 31, 2014 activity
323

 
270

 
72

 
—

 
—

 
521

Successor:
 
 
 
 
 
 
 
 
 
 
 
September 1, 2014 through December 31, 2014 activity
$
521

 
$
360

 
$
321

 
$
—

 
$
660

 
1,220

Inventories (Notes)
Inventories
Inventories

Effective September 1, 2014, we adopted the LIFO inventory method for fuel inventory, to align our accounting policy with that of ETP. The preliminary impact of this change was an increase of $0.8 million to fuel inventory in September 2014, with a corresponding decrease to cost of sales. As the LIFO method is only permitted to be applied to year-end inventory levels, we recorded an additional adjustment to increase fuel inventory by $7.2 million in December 2014, with a corresponding decrease to cost of sales. Additionally, due to the decline in fuel prices in late 2014, we recorded a $13.6 million million write-down of the LIFO value of fuel inventory in December 2014.
Inventories consisted of the following:
 
Predecessor
 
 
Successor
 
December 31,
2013
 
 
December 31,
2014
 
(in thousands)
Fuel-retail
$
—

 
 
$
20,280

Fuel-other wholesale
8,160

 
 
11,503

Fuel-consignment
2,103

 
 
4,521

Merchandise
—

 
 
11,502

Other
859

 
 
840

Inventories, net
$
11,122

 
 
$
48,646

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

 
 
$
311,773

Buildings and leasehold improvements
83,328

 
 
331,761

Equipment
34,703

 
 
289,841

Construction in progress
7,322

 
 
4,226

Total property and equipment
193,566

 
 
937,601

Less: accumulated depreciation
(13,439
)
 
 
(32,136
)
Property and equipment, net
$
180,127

 
 
$
905,465



 Depreciation expense on property and equipment was $3.7 million, $5.3 million and $7.6 million for the Predecessor twelve month periods ending December 31, 2012 and December 31, 2013 and the period January 1, 2014 through August 31, 2014, respectively. Depreciation expense for the Successor period September 1, 2014 through December 31, 2014 was $12.6 million.
Goodwill and Other Intangible Assets (Notes)
Goodwill and Other Intangible Assets
Goodwill and Intangible Assets

Goodwill
The following table reflects goodwill balances and activity for the years ended December 31, 2013 and 2014:
 
Segment
 
 
 
Wholesale
 
Retail
 
Consolidated
 
(in thousands)
Balance at December 31, 2012 (Predecessor)
$
12,936

 
$
—

 
$
12,936

Goodwill related to GFI acquisition
9,887

 
—

 
9,887

Balance at December 31, 2013 (Predecessor)
22,823

 
—

 
22,823

Goodwill related to ETP "push down" accounting, net of previously recognized goodwill
567,219

 
—

 
567,219

Goodwill related to MACS acquisition
57,776

 
60,833

 
118,609

Goodwill related to Aloha acquisition
59,446

 
95,361

 
154,807

Balance at December 31, 2014 (Successor)
$
707,264

 
$
156,194

 
$
863,458


Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to the assets acquired and liabilities assumed in a business combination. During 2014, we also recorded goodwill in conjunction with the ETP “push down” accounting and the MACS and Aloha acquisitions discussed in Note 4. Goodwill is recorded at the acquisition date based on a preliminary purchase price allocation and generally may be adjusted when the purchase price allocation is finalized. In accordance with ASC 350-20-35 Goodwill - Subsequent Measurements, during the fourth quarter of 2014, we performed an impairment test of our goodwill and determined that there was no impairment of these assets.

Other Intangibles

In accordance with ASC 350 Intangibles-Goodwill and Other, the Partnership has definite-lived intangible assets recorded that are amortized. The definite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, tradenames and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements are being amortized over a weighted average period of approximately five to 20 years. Favorable leasehold arrangements are being amortized over an average period of approximately 15 years. Non-competition agreements are being amortized over the terms of the respective agreements. Tradenames relate to our retail segment and were determined to be indefinite lived intangibles and as such, are not amortized. We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense.
During the fourth quarter of 2014, MACS implemented a re-branding initiative for its retail convenience stores. As part of the re-branding, we recorded an impairment charge of $2.6 million, which represented the net carrying value of a franchise agreement intangible asset. We also recorded a $1.6 million charge related to unamortized loan fees as a result of the pay down and closing of our 2012 Revolver (see Note 11), which is included in interest expense, net, in our consolidated statement of operations and comprehensive income for the period from January 1, 2014 through August 31, 2014.
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill, at December 31, 2013 and 2014:
 
 
Predecessor
 
 
Successor
 
December 31, 2013
 
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
(in thousands)
Definite-Lived
 
 
 
 
 
 
 
 
 
 
 
 
Trade name
$
—

 
$
—

 
$
—

 
 
$
8,937

 
$
—

 
$
8,937

Franchise rights
—

 
—

 
—

 
 
329

 
—

 
329

Customer relations including supply agreements
31,982

 
11,705

 
20,277

 
 
176,997

 
25,081

 
151,916

Favorable leasehold arrangements, net
236

 
51

 
185

 
 
2,810

 
140

 
2,670

Loan origination costs
2,437

 
483

 
1,954

 
 
7,611

 
381

 
7,230

Other intangibles
389

 
33

 
356

 
 
1,309

 
283

 
1,026

Intangible assets, net
$
35,044

 
$
12,272

 
$
22,772

 
 
$
197,993

 
$
25,885

 
$
172,108



 Total amortization expense on definite-lived intangibles included in depreciation, amortization and accretion for the Predecessor twelve month periods ended December 31, 2012 and December 31, 2013 and the period January 1, 2014 through August 31, 2014, was $3.3 million, $3.4 million and $2.9 million, respectively, and was $3.9 million for the Successor period September 1, 2014 through December 31, 2014. The amortization of deferred financing fees included in interest expense for the Predecessor twelve month periods ended December 31, 2012 and December 31, 2013 and the period January 1, 2014 through August 31, 2014, was $0.1 million, $0.4 million and $0.3 million, respectively, and was $2.0 million for the Successor period September 1, 2014 through December 31, 2014. The following table presents the Partnership's estimate of amortization includable in amortization expense and interest expense for each of the five succeeding fiscal years and thereafter for definite-lived intangibles as of December 31, 2014 (in thousands):
 
Amortization
 
Interest
2015
$
13,436

 
$
1,522

2016
12,966

 
1,522

2017
12,512

 
1,522

2018
11,953

 
1,522

2019
11,678

 
1,142

Thereafter
102,333

 
—

Accrued Expenses and Other Current Liabilities (Notes)
Accrued expenses and Other Current Liabilities [Text Block]
Accrued Expenses and Other Current Liabilities

Current accrued expenses and other current liabilities consisted of the following:
 
Predecessor
 
 
Successor
 
December 31, 2013
 
 
December 31, 2014
 
 
 
 
 
 
(in thousands)
Wage and other employee-related accrued expenses
$
—

 
 
$
6,230

Franchise agreement termination accrual
—

 
 
4,579

Accrued tax expense
5,817

 
 
18,326

Deposits and other
5,610

 
 
12,746

Total
$
11,427

 
 
$
41,881

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

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

 
 
$
—

Sale leaseback financing obligation
—

 
 
126,643

Senior term loan on Uphoff properties ("VIE Debt", see Note 5)
—

 
 
56,452

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

 
 
—

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

—

 
 
683,378

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

 
 
3,552

Capital lease obligations
—

 
 
493

Total debt
186,151

 
 
870,518

Less: current maturities
525

 
 
13,757

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

 
 
$
856,761



At December 31, 2014, scheduled future debt principal maturities are as follows (in thousands):
2015
 
$
13,757

2016
 
12,104

2017
 
38,870

2018
 
5,423

2019
 
689,087

Thereafter
 
111,277

Total
 
$
870,518


Term Loan and Security Agreement
On September 25, 2012, in connection with the IPO, we entered into a Term Loan and Security Agreement with Bank of America, N.A. for a $180.7 million term loan facility, expiring September 25, 2015 (the “Term Loan”).  Borrowings under the Term Loan bore interest at (i) a base rate (a rate based off of the higher of (a) the Federal Funds Rate plus 0.5%, (b) Bank of America's prime rate or (c) LIBOR plus 1.00%) or (ii) LIBOR plus 0.25%. The Term Loan was repaid in the first quarter of 2014.
Revolving Credit Agreements
On September 25, 2012, in connection with the IPO, we entered into a $250 million revolving credit agreement with a syndicate of banks (the “2012 Revolver”) expiring September 25, 2017. The 2012 Revolver commitments were increased to $400 million in December 2013, 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 our revolving credit facility 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 (the "2014 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 2012 Revolver, of which $1.6 million in unamortized loan fees were fully amortized to interest expense.
Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (a) the Federal Funds Rate (as defined therein) plus 0.50%, (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 2.0%, 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. Effective October 7, 2014 in connection with the acquisition of MACS, we entered into a Specified Acquisition period, as further defined in the 2014 Revolver credit agreement, in which our leverage ratio compliance requirements were adjusted upward. 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 December 31, 2014, the balance on the 2014 Revolver was $683.4 million, and $11.8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at December 31, 2014 was $554.8 million. The Partnership was in compliance with all financial covenants at December 31, 2014.

Guaranty by Susser of Term Loan and 2012 / 2014 Revolver
Susser entered into a Guaranty of Collection (the “Guaranty”) in connection with the Term Loan and the 2012 Revolver, which was transferred to the 2014 Revolver. Pursuant to the Guaranty, Susser guarantees the collection of (i) the principal amount outstanding under the Term Loan and (ii) the 2012 Revolver and 2014 Revolver. Susser's obligation under the Guaranty is limited to $180.7 million. Susser is not required to make payments under the Guaranty unless and until (a) the Partnership has failed to make a payment on the Term Loan or the 2012 and 2014 Revolvers, (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, Susser entered into a Reimbursement Agreement with PropCo, whereby Susser is obligated to reimburse PropCo for any amounts paid by PropCo under the guaranty of the 2012 and 2014 Revolvers executed by our subsidiaries.  Susser's exposure under this reimbursement agreement is limited, when aggregated with its obligation under the Guaranty, to $180.7 million.
Variable Interest Entity Debt
Our consolidated VIE (resulting of the MACS acquisition) has a senior term loan ("VIE Debt"), collateralized by certain real and personal properties of the consolidated variable interest entity. The VIE Debt bears interest at LIBOR plus 3.75%, with a floor of 4.5%. As of December 31, 2014, the interest rate was 4.5% and the balance outstanding was $34.0 million. The VIE Debt principal and interest is repayable in equal monthly installments over a 20 year period and includes the right to prepay all outstanding principal at any time, with a penalty of up to 3.0% depending on the date of repayment.
The remaining VIE debt of approximately $22.4 million consists of loans collateralized by equipment and property. The
average stated interest rate for these loans was approximately 5.4% as of December 31, 2014. The majority of the debt requires monthly principal and interest payments with maturities through 2034.
Sale Leaseback Financing Obligation
On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of December 31, 2014 was $126.6 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 each December 31, 2013 and 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 from Susser as part of the net asset transfer for equity as part of the acquisition of Gainesville Fuel, Inc. by Susser.  The $3.0 million term loan had an outstanding balance of $2.5 million as of December 31, 2014 and $3.0 million as of December 31, 2013 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 December 31, 2014, is estimated to be approximately $870.6 million, based on outstanding balances as of the end of the period using current interest rates for similar securities.
Capital Lease Obligations
Our capital lease obligations relate to vehicles and office equipment. The total cost of assets under capital leases was $1.4 million with accumulated depreciation of $1.2 million at December 31, 2014. We include depreciation of the cost of assets under capital leases in depreciation and amortization expenses in our consolidated statements of operations.
Fair Value Measurements
We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
 
 
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The investments in debt securities, which typically mature in one year or less, are classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs. Included in the marketable securities classification on the Consolidated Balance Sheets are approximately $16.0 million in money market funds as of December 31, 2013. There were none outstanding as of December 31, 2014. The carrying value of these money market funds approximates fair value and are measured using Level 1 inputs. The gross unrecognized holding gains and losses as of December 31, 2013 were not material. These investments were used as collateral to secure the Term Loan and were intended to be used only for funding future capital expenditures.
Benefit Plans (Notes)
Compensation and Employee Benefit Plans
Employee Benefit Plans
We have qualified defined contribution plans, which allow for voluntary pre-tax contributions by employees supporting our operations, offered historically through Susser and now through ETP following the ETP Merger. We pay all general and administrative expenses of the plans and may make contributions to the plans. The plans provide for discretionary contributions by us, as approved by the board of directors.
The net expense incurred for these plans for the Predecessor twelve month periods ending December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 was approximately $0.7 million, $0.7 million and $0.3 million, respectively, and was $0.5 million for the Successor period September 1, 2014 through December 31, 2014.
Related-Party Transactions (Notes)
Related-Party Transactions
Related-Party Transactions

We entered into two long-term, fee-based commercial agreements with Susser effective upon our IPO, summarized as follows:
•
Distribution Contract - a 10-year agreement under which we are the exclusive distributor of motor fuel to Susser's 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 (see below), at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon. In addition, all future motor fuel volumes purchased by Susser 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 Susser will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by Susser 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 Susser pursuant to which, among other things, we received a three-year option to purchase from Susser up to 75 of Susser's 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 we 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 Susser, to the extent we and Susser are able to reach an agreement on terms, and the exclusive right to distribute motor fuel to certain of Susser's newly constructed convenience stores and independently operated consignment locations. The Omnibus Agreement also provides for certain indemnification obligations between Susser and the Partnership.

Summary of Transactions
Related party transactions with Susser and ETP for the Predecessor twelve month periods ended December 31, 2012 and 2013 and the period January 1, 2014 through August 31, 2014 and for the Successor period September 1, 2014 through December 31, 2014 are as follows (in thousands except store count data):
 
Predecessor
 
Successor
 
 
Twelve months ended December 31, 2012
 
Twelve months ended December 31, 2013
 
January 1, 2014 through August 31, 2014
 
September 1, 2014 through December 31, 2014
Motor fuel sales to Susser
 
$
2,570,757

 
$
2,974,122

 
$
2,200,394

 
$
873,842

Motor fuel gross profit from sales to Susser
 
7,781

 
31,597

 
23,366

 
12,367

Bulk fuel purchases from ETP
 
—

 
—

 
—

 
52,474

General and administrative expenses allocated, including equity-based compensation
 
1,621

 
2,154

 
4,768

 
1,454

Allocated cost of employees
 
2,897

 
11,400

 
8,802

 
3,529

Distributions to Susser / ETP
 
312

 
19,969

 
16,604

 
8,187

IDR distributions to Susser / ETP
 
—

 
—

 
64

 
255

Transportation charges from Susser for delivery of motor fuel
 
11,891

 
49,994

 
37,874

 
19,949

Purchase of stores from Susser
 
29,041

 
104,159

 
81,145

 
70,914

Rental income from Susser
 
147

 
6,441

 
9,117

 
6,299

# of stores purchased
 
8

 
25
 
18

 
15


Additional affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows:

•
Net accounts receivable from Susser were $49.9 million and $32.7 million at December 31, 2013 and December 31, 2014, respectively, which are primarily related to motor fuel purchases from us.
•
Net accounts receivable from ETP was $0.5 million at December 31, 2014, primarily for fuel incentives related to purchases of bulk fuel inventory.
•
Net accounts payable to ETP was $3.1 million as of December 31, 2014, attributable to operational expenses and fuel pipeline purchases.
•
As of December 31, 2014, we had $3.5 million of receivables related to agreements with entities controlled by the Uphoff Unitholders (see Note 5).
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, with some having a term of 30 years or more, along with options that permit renewals for additional periods. Minimum rent is typically expensed on a straight-line basis over the term of the lease. In addition, certain leases require additional contingent payments based on sales or motor fuel volumes. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are either sublet to third parties or used for our convenience store operations.













The components of net rent expense are as follows:
 
Predecessor
 
 
Successor
 
 
Twelve months ended
 
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
(in thousands)
Cash rent:
 
 
 
 
 
 
 
 
 
Store base rent
$
3,074

 
$
819

 
$
562

 
 
$
3,220

 
Equipment rent
453

 
175

 
155

 
 
200

 
Total cash rent
3,527

 
994

 
717

 
 
3,420

 
Non-cash rent:
 
 
 
 
 
 
 
 
 
Straight-line rent
—

 
20

 
12

 
 
39

 
Net rent expense
$
3,527

 
$
1,014

 
$
729

 
 
$
3,459

 


Equipment rent consists primarily of store equipment and vehicles. Sublease rental income for the Predecessor twelve month periods ending December 31, 2012 and December 31, 2013 and the period January 1, 2014 through August 31, 2014 was $2.1 million, $0.9 million and $0.6 million, respectively, and was $0.6 million for the Successor period September 1, 2014 through December 31, 2014.

Future minimum lease payments, excluding sale-leaseback financing obligations (see Note 11), for future fiscal years are as follows (in thousands):
2015
 
$
16,210

2016
 
15,349

2017
 
12,661

2018
 
11,184

2019
 
10,617

Thereafter
 
91,943

Total
 
$
157,964


Environmental Remediation
We are subject to various federal, state and local environmental laws and make financial expenditures in order to comply with regulations governing underground storage tanks adopted by federal, state and local regulatory agencies. In particular, at the federal level, the Resource Conservation and Recovery Act of 1976, as amended, requires the EPA to establish a comprehensive regulatory program for the detection, prevention and cleanup of leaking underground storage tanks (e.g. overfills, spills and underground storage tank releases).
Federal and state regulations require us to provide and maintain evidence that we are taking financial responsibility for corrective action and compensating third parties in the event of a release from our underground storage tank systems. In order to comply with these requirements, we have historically obtained private insurance in the states we operate in. These policies provide protection from third-party liability claims. During 2014, our coverage was $1.0 million per occurrence, with a range of $2.0 million to $3.0 million aggregate and range of $0.1 million to $0.5 million self-insured retention. Our sites continue to be covered by these policies.
We are currently involved in the investigation and remediation of contamination at 38 motor fuel storage sites, all of which are legacy issues related to our acquisition of MACS, 7 sites and Aloha, 31 sites. We had no accrued liabilities for remediation activities as of December 31, 2013 and $0.8 million at December 31, 2014. We currently have no remediation activities occurring at our former Susser owned sites. Susser has agreed to indemnify us for any environmental costs that are determined to have been in existence at the time the properties were contributed to us at the time of our IPO. This indemnity expires September 2015. Any new releases will be our responsibility. We have $2.1 million in an escrow account to satisfy environmental claims related to the Aloha acquisition.
Deferred Branding Incentives
We receive deferred branding incentives and other incentive payments from a number of our fuel suppliers. A portion of the deferred branding incentives may be passed on to our wholesale branded dealers under the same terms as required by our fuel suppliers. Many of the agreements require repayment of all or a portion of the amount received if we (or our branded dealers) elect to discontinue selling the specified brand of fuel at certain locations. As of December 31, 2014, the estimated amount of deferred branding incentives that would have to be repaid upon de-branding at these locations was $16.4 million. Of this amount, approximately $11.2 million would be the responsibility of the Partnership's branded dealers under reimbursement agreements with the dealers. In the event a dealer were to default on this reimbursement obligation, we would be required to make this payment. No liability is recorded for the amount of dealer obligations which would become payable upon de-branding as no such dealer default is considered probable at December 31, 2014. We have $2.0 million and $1.9 million recorded for deferred branding incentives, net of accumulated amortization, on the balance sheets as of December 31, 2013 and December 31, 2014, respectively, of which $2.0 million and $1.9 million, respectively, are included in other non-current liabilities. The Partnership amortizes its retained portion of the incentives to income on a straight-line basis over the term of the agreements.
Contingent Consideration related to Acquisition

During the fourth quarter of 2014, we measured the fair value of the contingent consideration related to the acquisition of Aloha (see Note 4). We initially valued the contingent consideration, which is included in other non-current liabilities on the consolidated balance sheet at December 31, 2014, at $13.0 million and is based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. This fair value measurement is categorized within Level 3 of the fair value hierarchy.
Rental Income under Operating Leases (Notes)
Rental Income under Operating Leases
Rental Income under Operating Leases

The following schedule details our investment in property under operating leases:
 
Predecessor
 
 
Successor
 
December 31,
2013
 
 
December 31,
2014
 
(in thousands)
Land
$
66,931

 
 
$
269,093

Buildings and improvements
69,313

 
 
285,466

Equipment
38,644

 
 
87,668

Total property and equipment
174,888

 
 
642,227

Less: accumulated depreciation
(8,872
)
 
 
(37,994
)
Property and equipment, net
$
166,016

 
 
$
604,233


Rental income for the Predecessor twelve month periods ended December 31, 2012, December 31, 2013 and the period January 1, 2014 through August 31, 2014 was $5.0 million, $10.1 million and $11.7 million, respectively, and was $16.0 million for the Successor period September 1, 2014 through December 31, 2014.
The following is a schedule by years of minimum future rental income under noncancelable operating leases as of December 31, 2014 (in thousands):
2015
$
52,749

2016
39,229

2017
31,796

2018
27,475

2019
25,982

Thereafter
210,593

Total minimum future rentals
$
387,824



See Note 14 for information regarding rental income and operating leases with Susser.
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
 
Twelve months ended
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
 
(in thousands)
Cash interest expense
$
940

 
$
3,356

 
$
4,516

 
 
$
7,652

Amortization of loan costs
102

 
381

 
313

 
 
1,987

Cash interest income
(233
)
 
(266
)
 
(62
)
 
 
(77
)
Interest expense, net
$
809

 
$
3,471

 
$
4,767

 
 
$
9,562

Income Tax (Notes)
Income Tax
Income Tax

As a limited partnership, we are generally not subject to state and federal income tax, with the exception of the state of Texas.  Included in our provision for income tax is a tax imposed by the state of Texas of 0.5% of gross margin in Texas (“franchise tax”). Our taxable income or loss, which may vary substantially from the net income or net loss reported in the Consolidated Statements of Operations and Comprehensive Income, is includable in the federal and state income tax returns of each unitholder in proportion to their respective interests in the Partnership.  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 separate taxable corporate subsidiary, PropCo. PropCo is subject to federal and state income tax and pays income taxes related to the results of its operations. For the year ended December 31, 2014, our non-qualifying income did not exceed the statutory limit.
 The net federal tax basis of the non-taxable Partnership's assets and liabilities was less than the reported amounts on the consolidated financial statements by approximately $10.0 million as of December 31, 2013. During the fourth quarter of 2014, Susser Holdings Corporation's sold its ownership interest in the Partnership's general partner and as a result, the Partnership is no longer consolidated with Susser Holdings Corporation. The net federal tax basis of the non-taxable Partnership's assets and liabilities is greater than the reported amounts on the consolidated financial statements by approximately $4.7 million as of December 31, 2014.
Prior to our IPO and Partnership formation, we were subject to income tax and our taxable income was included in the consolidated income tax returns of Susser. For the period January 1, 2012 through September 24, 2012, income taxes were allocated to us based on separate-company computations of net income or loss. Components of corporate income tax expense are presented below:
 
Predecessor
 
 
Successor
 
Twelve months ended
 
 
 
 
 
 
December 31, 2012
 
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
 
(in thousands)
Current:
 
 
 
 
 
 
 
 
Federal
$
2,321

 
$
68

 
$
(15
)
 
 
$
2,335

State
284

 
302

 
252

 
 
705

Total current income tax expense
2,605

 
370

 
237

 
 
3,040

Deferred:
 
 
 
 
 
 
 
 
Federal
2,416

 
70

 
(19
)
 
 
(906
)
State
12

 
—

 
—

 
 
—

Total deferred tax expense
2,428

 
70

 
(19
)
 
 
(906
)
Net income tax expense
$
5,033

 
$
440

 
$
218

 
 
$
2,134


A reconciliation of the statutory federal income tax rate to the effective tax rate is presented below:
 
Predecessor
 
 
Successor
 
Twelve Months Ended
 
 
 
 
 
(amounts in thousands)
December 31, 2012
 
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
Amount
 
Tax
Rate %
 
Amount
 
Tax
Rate %
 
Amount
 
Tax
Rate %
 
 
Amount
 
Tax
Rate %
Tax at statutory federal rate
$
7,911

 
35.0
 %
 
$
13,113

 
35.0
%
 
$
7,955

 
35.0
 %
 
 
$
13,095

 
35.0
 %
Partnership earnings not subject to tax
(3,128
)
 
(13.8
)%
 
(13,028
)
 
(34.8
%)
 
(7,598
)
 
(33.4
)%
 
 
(8,324
)
 
(22.2
)%
MACS earnings prior to October 1, 2014
—

 
—
 %
 
—

 
—
%
 
—

 
—
 %
 
 
(3,097
)
 
(8.3
)%
State and local tax, net of federal benefit
217

 
1.0
 %
 
301

 
0.8
%
 
164

 
0.7
 %
 
 
392

 
1.0
 %
Other
33

 
0.1
 %
 
54

 
0.2
%
 
(303
)
 
(1.4
%)
 
 
68

 
0.2
 %
Net income tax expense
$
5,033

 
22.3
 %
 
$
440

 
1.2
%
 
$
218

 
0.9
 %
 
 
$
2,134

 
5.7
%


Components of deferred tax assets and liabilities are as follows:
 
Predecessor
 
 
Successor
 
December 31, 2013
 
 
December 31, 2014
 
(in thousands)
Deferred tax assets:
 
 
 
 
Trademarks and other intangibles
$
—

 
 
$
35,096

Other
—

 
 
3,011

Net operating loss carry forwards
1,174

 
 
—

Total deferred tax assets
1,174

 
 
38,107

Deferred tax liabilities:
 
 
 
 
Fixed assets
1,381

 
 
20,290

Other
15

 
 
300

Total deferred tax liabilities
1,396

 
 
20,590

Net deferred income tax assets (liabilities)
$
(222
)
 
 
$
17,517

Current net deferred tax assets
$
—

 
 
$
2,624

Noncurrent net deferred tax assets (liabilities)
$
(222
)
 
 
$
14,893


PropCo had net operating losses of $3.4 million as of December 31, 2013 that were utilized in 2014. We have determined that it is more likely than not that all deferred tax assets will be realized, and have therefore determined that no valuation allowance is needed as of December 31, 2014.
Uncertain Tax Positions
It is our policy to recognize interest and penalties related to uncertain tax positions in general and administrative expense. Historically, interest and penalties incurred by us have not been material. We file income tax returns in the U.S. federal jurisdiction, Texas, Oklahoma, Louisiana and New Mexico. These returns are subject to examinations in all jurisdictions for all returns for the 2009 through 2014 tax years. Subsequent to the acquisition of MACS and Aloha, we are subject to tax reporting in Maryland, Virginia, Georgia, Tennessee and Hawaii.
As of December 31, 2014, all tax positions taken by us are considered highly certain. There are no positions we reasonably anticipate will significantly increase or decrease within 12 months of the reporting date, and therefore no adjustments have been recorded related to unrecognized tax benefits.
Partners' Capital (Notes)
Equity
Partners' Capital
As of December 31, 2014, ETP through its 100% ownership in Susser, owned 4,062,848 common units and 10,939,436 subordinated units, which together constitute a 42.8% limited partnership ownership interest in us, and through its 100% ownership in Sunoco GP LLC owns 100% of the non-economic general partner interest in us. As of December 31, 2014, the public owned 20,036,329 units.
Information presented below for net income allocation to Partners is presented for periods before and after the ETP Merger (see Note 4).
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.



The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
 
 
 
 
 
 
 
 
 
 
Predecessor
 
 
Successor
 
Twelve months ended December 31, 2012
 
Twelve months ended December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
Attributable to Common Units
 
 
 
 
 
 
 
 
Distributions (a)
$
5,098

 
$
20,251

 
$
11,261

 
 
$
27,031

Distributions in excess of net income
(523
)
 
(1,717
)
 
7

 
 
(9,532
)
Limited partners' interest in net income subsequent to initial public offering
$
4,575

 
$
18,534

 
$
11,268

 
 
$
17,499

 
 
 
 
 
 
 
 
 
Attributable to Subordinated Units
 
 
 
 
 
 
 
 
Distributions (a)
$
5,098

 
$
20,167

 
$
11,178

 
 
$
12,533

Distributions in excess of net income
(523
)
 
(1,674
)
 
—

 
 
(3,228
)
Limited partners' interest in net income subsequent to initial public offering
$
4,575

 
$
18,493

 
$
11,178

 
 
$
9,305

 
 
 
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.47
 
$1.84
 
$1.02
 
 
$1.15


Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the holder of our IDRs based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume that there are no arrearages on common units. ETP has owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

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

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


Cash Distributions
Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive.







The following table presents our cash distributions paid in 2012, 2013 and 2014:
 
 
Limited Partners
 
Distribution to IDR Holders
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
 
 
(in thousands, except per unit amounts)
November 28, 2014
 
$
0.5457

 
$
18,541

 
$
255

August 29, 2014
 
0.5197

 
11,413

 
64

May 30, 2014
 
0.5021

 
11,026

 
—

February 28, 2014
 
0.4851

 
10,650

 
—

November 29, 2013
 
0.4687

 
10,290

 
—

August 29, 2013
 
0.4528

 
9,907

 
—

May 30, 2013
 
0.4375

 
9,572

 
—

March 1, 2013
 
0.4375

 
9,572

 
—

November 29, 2012
 
0.0285

 
624

 
—

Unit-Based Compensation (Notes)
Share-Based Compensation
Unit-Based Compensation
Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
Predecessor
 
 
Successor
 
Year Ended
 
 
 
 
 
 
December 31, 2012
 
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
Phantom common units
$
101

 
$
530

 
$
604

 
 
$
394

Allocated expense from Parent
810

 
1,405

 
4,088

 
 
994

Total unit-based compensation expense
$
911

 
$
1,935

 
$
4,692

 
 
$
1,388



Phantom Common Unit Awards

Our general partner issued a total of 32,500, 15,815 and 6,354 phantom unit awards to certain directors and employees under the LTIP Plan during 2012, 2013 and 2014 prior to the ETP Merger, respectively. Recipients of these awards had no distribution or voting rights until they vested, and are settled in common units representing limited partner interests. The fair value of each phantom unit on the grant date is equal to the market price of our common units 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 was being amortized over the vesting period using the straight-line method. Non-employee director awards vest at the end of a one-to-three year period and employee awards vest ratably over a two-to-five year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized. Additionally, $2.8 million of compensation cost was allocated to us from Susser.

Subsequent to the ETP Merger, 241,235 phantom units were issued which also have the right to receive distributions prior to vesting. The units vest 60% after three years and 40% after five years. The fair value of these units is the market price of our common units on the grant date, and is being amortized over the five-year vesting period using the straight-line method. Total unrecognized compensation cost related to our nonvested phantom units totaled $9.7 million as of December 31, 2014, which is expected to be recognized over a weighted average period of 3.7 years. The fair value of nonvested service phantom units outstanding as of December 31, 2014, totaled $11.0 million. The fair value of phantom units which vested during the period September 1, 2014 through December 31, 2014 was $1.0 million.

A summary of our phantom unit award activity for the years ended December 31, 2013 and 2014, is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2013 (Predecessor)
32,500

 
$
18.93

Granted
15,815

 
27.15

Vested
(11,352
)
 
21.50

Outstanding at December 31, 2013 (Predecessor)
36,963

 
21.66

Granted
6,354

 
33.24

Vested
(40,317
)
 
23.72

Forfeited
(3,000
)
 
18.42

Outstanding at August 31, 2014 (Predecessor)
—

 
—

Granted
241,235

 
45.50

Outstanding at December 31, 2014 (Successor)
241,235

 
$
45.50

Segment Reporting (Notes)
Segment Reporting Disclosure [Text Block]
20.    Segment Reporting

Segment information is prepared on the same basis that our chief operating decision maker reviews financial information for operational decision-making purposes. Beginning in 2014, with the acquisition of MACS, we began operating our business in two primary operating segments, wholesale and retail, both of which are included as reportable segments. As a result, the Predecessor periods operated as one segment, wholesale, and the Successor period operated with our wholesale and retail segments. No operating segments have been aggregated in identifying the two reportable segments.
Our wholesale segment purchases fuel from a number of refiners and supplies it to our retail segment, to our affiliate Susser, to independently-operated dealer stations under long-term supply agreements and to other end users of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations. We distribute primarily in Texas, New Mexico, Oklahoma, Louisiana, Kansas, Virginia, Maryland, Tennessee, Georgia, and Hawaii. Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales.

Our retail segment operates branded retail convenience stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii, offering motor fuel, merchandise, food service, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards and wireless services and movie rentals.

There are no external customers who are individually material. Amounts in the “All Other” column include Partnership overhead costs and other expenses not allocated to the two primary segments. It also includes rental income from our sale and leaseback transactions with Susser.     

The following table presents a summary of our two reportable segments, since the MACS and Aloha acquisitions, for the period from September 1, 2014 through December 31, 2014:

 
 
Wholesale Segment
 
Retail Segment
 
Intercompany
Eliminations
 
All Other
 
Totals
 
 
(dollars and gallons in thousands)
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
 
$
712,348

 
$
228,895

 
$
—

 
$
—

 
$
941,243

Motor fuel sales to affiliates
 
873,842

 
—

 
—

 
—

 
873,842

Merchandise sales
 
—

 
52,275

 
—

 
—

 
52,275

Rental and other income
 
14,480

 
1,688

 
—

 
6,299

 
22,467

Intersegment sales
 
117,351

 
—

 
(117,351
)
 
—

 
—

Total revenue
 
1,718,021

 
282,858

 
(117,351
)
 
6,299

 
1,889,827

Gross profit:
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
 
37,867

 
30,392

 
—

 
—

 
68,259

Motor fuel sales to affiliates
 
12,367

 
—

 
—

 
—

 
12,367

Merchandise
 
—

 
13,455

 
—

 
—

 
13,455

Rental and other income
 
13,177

 
1,688

 
—

 
6,299

 
21,164

Total gross profit
 
63,411

 
45,535

 
—

 
6,299

 
115,245

Total operating expenses
 
32,802

 
23,594

 
—

 
11,877

 
68,273

Operating income (loss)
 
30,609

 
21,941

 
—

 
(5,578
)
 
46,972

Unallocated interest expense, net
 
—

 
—

 
—

 
(9,562
)
 
(9,562
)
Income (loss) before income taxes
 
$
30,609

 
$
21,941

 
$
—

 
$
(15,140
)
 
$
37,410

Capital expenditures
 
$
77,583

 
$
4,432

 
$
—

 
$
—

 
$
82,015

Gallons
 
774,016

 
83,419

 
(58,314
)
 
—

 
799,121

Total assets
 
$
1,150,749

 
$
415,163

 
$
—

 
$
631,569

 
$
2,197,481

Net Income per Unit (Notes)
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners' interest in net income by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Net income per unit is only calculated for the Partnership after the IPO as no units were outstanding prior to September 25, 2012. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit.
In addition to the common and subordinated units, we have also identified the IDRs as participating securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding.
We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations as follows:

 
Predecessor
 
 
Successor
 
Year Ended
 
 
 
 
 
 
December 31, 2012
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
(dollars in thousands, except units and per unit amounts)
Net income
$
9,150

$
37,027

 
$
22,510

 
 
$
35,276

Less: Net income and comprehensive income attributable to noncontrolling interest
—

—

 
—

 
 
1,043

Net income attributable to partners
9,150

37,027

 
22,510

 
 
34,233

Less:
 
 
 
 
 
 
 
  Incentive distribution rights
—

—

 
64

 
 
1,146

  MACS earnings prior to October 1, 2014
—

—

 
—

 
 
5,878

  Distributions on nonvested phantom unit awards
—

—

 
—

 
 
405

Limited partners' interest in net income
$
9,150

$
37,027

 
$
22,446

 
 
$
26,804

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

10,964,258

 
11,023,617

 
 
20,572,373

Common - equivalents
3,723

21,844

 
25,128

 
 
6,382

Common - diluted
10,943,159

10,986,102

 
11,048,745

 
 
20,578,755

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

10,939,436

 
10,939,436

 
 
10,939,436

 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
Common - basic and diluted
$
0.42

$
1.69

 
$
1.02

 
 
$
0.85

Subordinated - basic and diluted
$
0.42

$
1.69

 
$
1.02

 
 
$
0.85

 
 
 
 
 
 
 
 
 
Quarterly Results of Operations (Unaudited) (Notes)
Quarterly Results of Operations (unaudited)
Selected Quarterly Financial Data (unaudited)

The following table sets forth certain unaudited financial and operating data for each quarter during 2013 and 2014. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown.
 
 
Predecessor
 
Successor
 
 
2013
 
2014
 
 
1st
QTR
 
2nd
QTR
 
3rd
QTR
 
4th
QTR
 
1st
QTR
 
2nd
QTR
 
3rd
QTR (1)
 
4th
QTR
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
 
$
1,087,489

 
$
1,117,414

 
$
1,162,746

 
$
1,109,259

 
$
1,210,656

 
$
1,370,124

 
$
1,424,174

 
$
1,285,947

Merchandise sales
 
—

 
—

 
—

 
—

 
—

 
—

 
12,998

 
39,277

Rental and other income
 
2,928

 
3,483

 
4,051

 
5,209

 
5,931

 
5,901

 
10,610

 
16,398

Total revenue
 
$
1,090,417

 
$
1,120,897

 
$
1,166,797

 
$
1,114,468

 
$
1,216,587

 
$
1,376,025

 
$
1,447,782

 
$
1,341,622

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel gross profit
 
$
13,215

 
$
14,012

 
$
14,903

 
$
15,774

 
$
17,210

 
$
17,067

 
$
25,427

 
$
67,569

Merchandise gross profit
 
—

 
—

 
—

 
—

 
—

 
—

 
3,242

 
10,213

Other gross profit
 
2,341

 
2,944

 
3,500

 
4,275

 
4,910

 
5,136

 
9,750

 
15,402

Total gross profit
 
$
15,556

 
$
16,956

 
$
18,403

 
$
20,049

 
$
22,120

 
$
22,203

 
$
38,419

 
$
93,184

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
$
8,979

 
$
10,530

 
$
10,663

 
$
10,766

 
$
11,641

 
$
11,489

 
$
11,694

 
$
39,643

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to limited partners
 
$
8,227

 
$
9,680

 
$
9,597

 
$
9,523

 
$
10,132

 
$
9,595

 
$
6,905

 
$
30,111

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

 
$
0.44

 
$
0.44

 
$
0.43

 
$
0.46

 
$
0.43

 
$
0.04

 
$
0.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated (basic and diluted)
 
$
0.38

 
$
0.44

 
$
0.44

 
$
0.43

 
$
0.46

 
$
0.43

 
$
0.04

 
$
0.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel gallons
 
366,882

 
389,041

 
399,524

 
415,587

 
433,391

 
461,791

 
510,146

 
606,635

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel margin: (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wholesale - third party
 
5.0¢
 
4.9¢
 
5.2¢
 
5.2¢
 
5.7¢
 
4.9¢
 
6.9¢
 
17.6¢
Wholesale - affiliated
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
Retail
 
—

 
—

 
—

 
—

 
—

 
—

 
26.0¢
 
44.5¢

(1) The third quarter of 2014 includes Successor results of operations for the period September 1, 2014 through September 30, 2014 following the ETP Merger. Also included are results of operations for MACS for the period September 1, 2014 through September 30, 2014, due to it being accounted for as a transaction of entities under common control. Quarterly results for the third quarter of 2014 have been retrospectively adjusted to include the operations of MACS since September 1, 2014, the date of common control (see Note 4).
(2) Concurrent with the ETP Merger, we adopted the LIFO inventory method for fuel inventory, and began excluding the non-cash inventory fair value adjustments from our calculation of fuel cents per gallon of gross profit (see note 7).
Summary of Significant Accounting Policies (Policies)
Use of Estimates, Policy 
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Variable Interest Entity Disclosure [Text Block] 
Consolidation of Variable Interest Entities
The Partnership uses a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that the Partnership is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity will be included in the Partnership’s consolidated financial statements.
Fair Value Measurement, Policy 
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.
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 are 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.
Segment Reporting, Policy [Policy Text Block] 
Segment Reporting
Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers (see Note 20).
Business Combinations Policy 
Acquisition Accounting
Acquisitions of assets or entities that include inputs and processes and have the ability to create outputs are accounted for as business combinations. The purchase price is recorded for tangible and intangible assets acquired and liabilities assumed based on fair value. The excess of fair value of the consideration conveyed over the fair value of the net assets acquired is recorded as goodwill. The Consolidated Statements of Operations and Comprehensive Income for the years presented include the results of operations for each acquisition from their respective date of acquisition.
Acquisitions from entities under common control entities are accounted for similar to a pooling of interests, in which the acquired assets and assumed liabilities are recognized at their historic carrying values. The results of operations of the affiliated business acquired are reflected in the Partnership's consolidated results of operations beginning on the date of common control.
Cash and Cash Equivalents 
Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less, but exclude debt or equity securities classified as marketable securities.
Marketable Securities 
Marketable Securities

Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The investments in debt securities at December 31, 2013, which mature in one year or less, were classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs (see Note 11 for more information concerning fair value measurements). At December 31, 2013, included in the marketable securities line item on the Consolidated Balance Sheet are approximately $16.0 million in money market funds. The carrying value of these money market funds approximated fair value as of the balance sheet date and were measured using Level 1 inputs. The gross unrecognized holding gains and losses as of December 31, 2013 were not material. These investments were previously used as collateral to secure the Term Loan and were redeemed in the first quarter of 2014.
Accounts Receivable 
Accounts Receivable

The majority of trade receivables are from wholesale fuel customers and amounts due from credit card companies related to retail credit card transactions. Wholesale customer credit is extended based on evaluation of the customer's financial condition. Receivables are recorded at face value, without interest or discount. The Partnership provides an allowance for doubtful accounts based on historical experience and on a specific identification basis. Credit losses are recorded against the allowance when accounts are deemed uncollectible.

Receivables from affiliates have risen from transactions with non-consolidated affiliates and are primarily due to the sale of fuel and other miscellaneous transactions with Susser. These receivables are recorded at face value, without interest or discount.

Inventory, Policy 
Inventories
Fuel inventories are stated at the lower of cost or market. Effective September 1, 2014, we adopted the last-in-first-out (LIFO) inventory method for fuel inventories to align our accounting policy with that of ETP. Prior to September 1, 2014 fuel inventories were valued at average cost. Merchandise inventories are stated at the lower of average cost, as determined by the retail inventory method, or market. We record an allowance for shortages and obsolescence relating to merchandising inventory based on historical trends and any known changes. Shipping and handling costs are included in the cost of merchandise inventories.
Advertising Costs, Policy [Policy Text Block] 
Advertising Costs
Advertising costs are expensed as incurred.
Property, Plant and Equipment, Policy 
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the useful lives of the assets, estimated to be forty years for buildings, three to fifteen years for equipment and thirty years for storage tanks. Assets under capital leases are depreciated over the life of the corresponding lease.
Amortization of leasehold improvements is based upon the shorter of the remaining terms of the leases including renewal periods that are reasonably assured, or the estimated useful lives, which approximate twenty years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Gains or losses on the disposition of property and equipment are recorded in the period incurred.
Impairment or Disposal of Long-Lived Assets, Policy 
Long-Lived Assets
Long-lived assets (including intangible assets) are tested for possible impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If indicators exist, the estimated undiscounted future cash flows related to the asset are compared to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded within loss on disposal of assets and impairment charge in the statement of operations for amounts necessary to reduce the corresponding carrying value of the asset to fair value. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows.
Goodwill and Intangible Assets, Policy 
Goodwill

Goodwill represents the excess of consideration paid over fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination are recorded at fair value as of the date acquired. Acquired intangibles determined to have an indefinite useful life are not amortized, but are instead tested for impairment at least annually, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill and indefinite lived intangible assets is performed as of the first day of the fourth quarter of each fiscal year.

The Partnership uses qualitative factors to determine whether it is more likely than not (likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, including goodwill.

Based upon the analysis of qualitative factors, the Partnership determines if it is more likely than not that the reporting unit has a fair value which exceeds the carrying value. Some of the qualitative factors considered in applying this test include the consideration of macroeconomic conditions, industry and market considerations, cost factors affecting the business, the overall financial performance of the business and the performance of the unit price of the Partnership.

If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeded the carrying value of the reporting unit, then the two-step approach would be applied in making an evaluation. In step one, multiple valuation methodologies, including a market approach (market price multiples of comparable companies) and an income approach (discounted cash flow analysis) would be used. The computations require management to make significant estimates and assumptions.  Critical estimates and assumptions that are used as part of these evaluations would include, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital rate, and earnings growth assumptions. A discounted cash flow analysis requires management to make various assumptions about sales, operating margins, capital expenditures, working capital and growth rates.

If after assessing the totality of events or circumstances an entity determines that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount then performing the two-step test is unnecessary.

If the estimated fair value of a reporting unit is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an “implied fair value” of goodwill. The determination of the Partnership's “implied fair value” requires the Partnership to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the “implied fair value” of goodwill, which is compared to the corresponding carrying value. If the "implied fair value" is less than the carrying value, an impairment charge would be recorded.

Other Intangible Assets
Other finite-lived intangible assets consist of supply agreements, customer relations, non-competes, tradenames, loan origination costs and favorable lease arrangements. Separable intangible assets that are not determined to have an indefinite life are amortized over their useful lives and assessed for impairment only if and when circumstances warrant. The determination of the fair market value of the intangible asset and the estimated useful life are based on an analysis of all pertinent factors including (1) the use of widely-accepted valuation approaches, the income approach or the cost approach, (2) the expected use of the asset by the Partnership, (3) the expected useful life of related assets, (4) any legal, regulatory or contractual provisions, including renewal or extension period that would cause substantial costs or modifications to existing agreements, and (5) the effects of obsolescence, demand, competition, and other economic factors. Should any of the underlying assumptions indicate that the value of the intangible assets might be impaired, we may be required to reduce the carrying value and subsequent useful life of the asset. If the underlying assumptions governing the amortization of an intangible asset were later determined to have significantly changed, we may be required to adjust the amortization period of such asset to reflect any new estimate of its useful life. Any write-down of the value or unfavorable change in the useful life of an intangible asset would increase expense at that time.
Debt issuance costs are being amortized using the straight-line method, over the term of the debt. Supply agreements are being amortized on a straight-line basis over the remaining terms of the agreements, which generally range from five to fifteen years. Favorable lease arrangements are amortized on a straight-line basis over the remaining lease terms.
Environmental Cost, Expense Policy 
Environmental Liabilities
Environmental expenditures related to existing conditions, resulting from past or current operations and from which no current or future benefit is discernible, are expensed by the Partnership. Expenditures that extend the life of the related property or prevent future environmental contamination are capitalized. We determine and establish a liability on a site-by-site basis when it is probable and can be reasonably estimated. A related receivable is recorded for estimable probable reimbursements.
Revenue Recognition, Sales of Goods 
Revenue Recognition
Revenues from our two primary product categories, motor fuel and merchandise, are recognized at the time that fuel is delivered to the customer or at the time of sale. Revenue recognition on consignment sales differ and are discussed in greater detail below. Shipment and delivery of motor fuel generally occurs on the same day. The Partnership charges its wholesale customers for third-party transportation costs, which are recorded net in cost of sales. Through PropCo, our wholly owned corporate subsidiary, we may sell motor fuel to wholesale customers on a consignment basis, in which we retain title to inventory, control access to and sale of fuel inventory, and recognize revenue at the time the fuel is sold to the ultimate customer. We derive other income from rental income, propane and lubricating oils and other ancillary product and service offerings. In our retail segment, we derive other income from lottery ticket sales, money orders, prepaid phone cards and wireless services, ATM transactions, car washes, movie rentals and other ancillary product and service offerings. We record revenue on a net commission basis when the product is sold and/or services are rendered.
Rental Income from Operating Leases 
Rental Income
Rental income from operating leases is recognized over the term of the lease on a straight line basis.
Cost of Sales, Policy 
Cost of Sales
We include in cost of sales all costs we incur to acquire fuel and merchandise, including the costs of purchasing, storing and transporting inventory prior to delivery to our customers. Items are removed from inventory and are included in cost of sales based on the retail inventory method for merchandise. For motor fuel, prior to September 1, 2014 we used the average cost method, but now use the LIFO method since September 1, 2014. Cost of sales does not include any depreciation of our property, plant and equipment, as any amounts attributed to cost of sales would not be significant. Depreciation is separately classified in our Consolidated Statements of Operations and Comprehensive Income.
Motor Fuel and Sales Taxes 
Motor Fuel and Sales Taxes
Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly or through suppliers by the Partnership. The Partnership's accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the motor fuel tax collected from motor fuel sales and motor fuel cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes and such amounts for the years ended December 31, 2012 and 2013 and for the periods January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014 were $44.1 million, $18.3 million, $10.3 million and $60.3 million, respectively.
Sales taxes on merchandise sales were approximately $2.4 million for the period from September 1, 2014 through December 31, 2014, and are reported net in merchandise sales and cost of merchandise sales in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Deferred Branding Incentives 
Vendor Allowances, Rebates and Deferred Branding Incentives
We receive payments for deferred branding incentives related to our fuel supply contracts. Unearned branding incentives are deferred and amortized as earned over the term of the respective agreement. Deferred branding incentives are amortized on a straight line basis over the term of the agreement as a credit to cost of sales. Starting in 2014 with the acquisition of MACS and Aloha, we receive payments from certain merchandise suppliers in the form of vendor allowances and volume rebates. Earned payments are recorded as either a reduction to cost of sales or as income to which the payment relates. For the period from September 1, 2014 through December 31, 2014, we recognized earned rebates of $2.1 million as a reduction to cost of sales and $0.2 million as income.
Lease, Policy 
Lease Accounting
The Partnership leases a portion of its properties under non-cancelable operating leases, whose initial terms are typically five to fifteen 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 including renewal periods that are reasonably assured at the inception of the lease. The Partnership is typically responsible for payment of real estate taxes, maintenance expenses and insurance. The Partnership also leases certain vehicles, which are typically less than five years.
Fair Value of Financial Instruments, Policy 
Fair Value of Financial Instruments
Cash, accounts receivable, certain other current assets, marketable securities, accounts payable, accrued expenses and other current liabilities are reflected in the consolidated financial statements at fair value because of the short-term maturity of the instruments.
Concentration Risk, Credit Risk, Policy 
Concentration Risk
Motor fuel sold to Susser, mostly in Texas, represented 60%, 66%, 63% and 48% of total motor fuel sales for the years ended December 31, 2012 and 2013 and the periods January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, respectively. Prior to the IPO, these sales included only Susser's retail locations and were at cost and no profit was reflected on these sales. Subsequent to the IPO, these sales include both Susser's retail locations and consignment locations. Pursuant to the Distribution Contract, sales subsequent to the IPO reflect a margin of approximately three cents per gallon.
The Partnership has contracts with Valero and Chevron that expire in July 2018 and April 2017, respectively. With the acquisition of MACS in the fourth quarter of 2014, we now have contracts with Exxon expiring in 2015 and 2018. The portion of fuel volumes purchased from suppliers who accounted for 10% or more of our total combined volume during the years ended December 31 are as follows:
 
Predecessor
 
 
Successor
 
Twelve Months Ended
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
Valero
36
%
 
34
%
 
28
%
 
 
22
%
Chevron
19
%
 
17
%
 
12
%
 
 
9
%
Exxon
6
%
 
6
%
 
9
%
 
 
24
%
Earnings Per Unit 
Earnings Per Unit

In addition to the common and subordinated units, we have identified the incentive distribution rights ("IDRs") as participating securities and compute income per unit using the two-class method under which any excess of distributions declared over net income shall be allocated to the partners based on their respective sharing of income specified in the partnership agreement. Net income per unit applicable to limited partners (including common and subordinated unitholders) is computed by dividing limited partners' interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units.

Prior to September 25, 2012, we were wholly owned by Susser and, accordingly, we did not calculate or report earnings per unit.
Stock-based Compensation 
Stock and Unit-based Compensation

Certain employees supporting our operations prior to the ETP Merger were historically granted long-term incentive compensation awards under the Susser stock-based compensation programs, which primarily consisted of stock options and restricted common stock. Susser allocated expenses for stock-based compensation costs, which are included in general and administrative expenses. The allocated expense was $0.8 million, $1.4 million, $4.1 million, and $1.0 million for the years ended December 31, 2012 and 2013 and the periods ended January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, respectively.

In connection with our IPO, our general partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (the “LTIP Plan"), now known as the Sunoco LP Plan, under which various types of awards may be granted to employees, consultants and directors of our general partner who provide services for us. We amortize the grant-date fair value of these awards over the vesting period using the straight-line method. Expenses related to unit-based compensation are included in general and administrative expenses. On August 29, 2014, effective with the ETP Merger, all then outstanding unvested awards became fully vested. During the years ended December 31, 2012 and December 31, 2013, the periods ended January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, we recognized $0.1 million, $0.5 million, $0.6 million and $0.4 million, respectively, of expense related to unit awards.

Income Tax 
Income Taxes

We are organized as a pass-through entity for federal income tax purposes. As a result, our partners are responsible for federal income taxes based on their respective share of taxable income. Net income for financial statement purposes may differ significantly from taxable income reportable to unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. We are subject to the Texas franchise tax that is based on our Texas sourced taxable gross margin for federal income tax purposes.

The Partnership recognizes deferred income tax liabilities and assets related to its subsidiary, PropCo. Deferred income tax liabilities and assets are recognized for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis.

We recognize the impact of a tax position in the financial statements, if that position is more likely than not of being sustained, based on the technical merits of the position. See Note 17 for additional information regarding de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

New Accounting Pronouncements 

Recently Issued and Adopted Accounting Pronouncements

FASB ASU No. 2015-02. In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2015-02, Consolidation (Topic 810) - Amendments to the Consolidation Analysis, which provides guidance on evaluating whether a reporting entity should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. Further, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. We are currently evaluating the impact, if any, that adopting this new accounting standard will have on our current and future consolidation policies.

FASB ASU No. 2014-17. In November 2014, the FASB issued ASU 2014-17, Business Combinations (Topic 805) - Pushdown Accounting (a Consensus of the FASB Emerging Issues Task Force), which provides guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. ASU 2014-17 was effective upon issuance. The adoption of ASU 2014-17 did not have a material effect on our financial position and we do not believe it will in the future.
FASB ASU No. 2014-15. In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements — Going Concern (Subtopic 205-40)." This update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. ASU 2014-15 requires management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective prospectively for fiscal years beginning after December 15, 2016, and interim periods within those years. We do not anticipate that the adoption of ASU 2014-15 will have a material effect on our financial position, results of operations or cash flows.
FASB ASU No. 2014-09. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which clarifies the principles for recognizing revenue based on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, with earlier adoption not permitted. ASU 2014-09 can be adopted either retrospectively to each prior reporting period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the impact, if any, that adopting this new accounting standard will have on our revenue recognition policies.
FASB ASU No. 2013-11. In July 2013, the FASB issued ASU 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 is effective for annual and interim periods beginning after December 15, 2013 but early adoption is permitted. The adoption of this guidance did not have a material effect on our financial position, results of operations or cash flows.
FASB ASU No. 2013-04. In February 2013, the FASB issued ASU 2013-04, "Liabilities (Topic 405) — Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force)." This update provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date (except for obligations addressed within existing guidance in U.S. GAAP). Examples of obligations within the scope of ASU 2013-04 include debt arrangements, other contractual obligations and settled litigation and judicial rulings. ASU 2013-04 is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 did not have a material effect on our financial position, results of operations or cash flows.
Initial Public Offering (Tables)
Summary of Net Income, Disaggregated Between Predecessor and Parntership 
The following is a summary of statement of operations and cash flow information for the year ended December 31, 2012 disaggregated between the period before and after the IPO:
 
January 1, 2012 through September 24, 2012
 
September 25, 2012 through December 31, 2012
 
Year ended December 31, 2012
 
 
 
 
 
 
 
(in thousands)
Revenues
$
3,240,271

 
$
1,081,141

 
$
4,321,412

Cost of sales
3,204,277

 
1,065,633

 
4,269,910

Gross profit
35,994

 
15,508

 
51,502

Total operating expenses
22,496

 
5,594

 
28,090

Income from operations
13,498

 
9,914

 
23,412

Interest expense, net
(269
)
 
(540
)
 
(809
)
Income before income taxes
13,229

 
9,374

 
22,603

Income tax expense
(4,809
)
 
(224
)
 
(5,033
)
Net income
$
8,420

 
$
9,150

 
$
17,570



Summary of Cash Flows, Disaggregated Between Predecessor and Parntership 
 
January 1, 2012 through September 24, 2012
 
September 25, 2012 through December 31, 2012
 
Year Ended December 31, 2012
 
 
 
 
 
 
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
 
Net cash provided by operating activities
$
9,183

 
$
7,305

 
$
16,488

Cash flows from investing activities:
 
 
 
 
 
Purchase of intangibles and capital expenditures
(9,806
)
 
(34,200
)
 
(44,006
)
Purchase of marketable securities
—

 
(497,426
)
 
(497,426
)
Redemption of marketable securities
—

 
349,162

 
349,162

Proceeds from disposal of property and equipment
754

 
567

 
1,321

Net cash used in investing activities
(9,052
)
 
(181,897
)
 
(190,949
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt
—

 
216,256

 
216,256

Loan origination costs
—

 
(1,907
)
 
(1,907
)
Payments on long-term debt
(17
)
 
(32,506
)
 
(32,523
)
Proceeds from issuance of common units, net of offering costs
—

 
206,154

 
206,154

Distributions to Susser
—

 
(206,342
)
 
(206,342
)
Cash retained by Susser
(354
)
 
—

 
(354
)
Distributions to Unitholders
—

 
(311
)
 
(311
)
Net cash provided by (used in) financing activities
(371
)
 
181,344

 
180,973

Net increase (decrease) in cash
(240
)
 
6,752

 
6,512

Cash and cash equivalents at beginning of year
240

 
—

 
240

Cash and cash equivalents at end of period
$
—

 
$
6,752

 
$
6,752

Summary of Significant Accounting Policies (Fuel Volume) (Tables)
Concentration Risk, Credit Risk, Policy
Concentration Risk
Motor fuel sold to Susser, mostly in Texas, represented 60%, 66%, 63% and 48% of total motor fuel sales for the years ended December 31, 2012 and 2013 and the periods January 1, 2014 through August 31, 2014 and September 1, 2014 through December 31, 2014, respectively. Prior to the IPO, these sales included only Susser's retail locations and were at cost and no profit was reflected on these sales. Subsequent to the IPO, these sales include both Susser's retail locations and consignment locations. Pursuant to the Distribution Contract, sales subsequent to the IPO reflect a margin of approximately three cents per gallon.
The Partnership has contracts with Valero and Chevron that expire in July 2018 and April 2017, respectively. With the acquisition of MACS in the fourth quarter of 2014, we now have contracts with Exxon expiring in 2015 and 2018. The portion of fuel volumes purchased from suppliers who accounted for 10% or more of our total combined volume during the years ended December 31 are as follows:
 
Predecessor
 
 
Successor
 
Twelve Months Ended
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
Valero
36
%
 
34
%
 
28
%
 
 
22
%
Chevron
19
%
 
17
%
 
12
%
 
 
9
%
Exxon
6
%
 
6
%
 
9
%
 
 
24
%
Merger and Acquisitions (Tables)
Business Acquisition, Pro Forma Information [Table Text Block] 
The unaudited financial information in the table below summarizes the combined results of our operations and those of Aloha and MACS on a pro forma basis, as though Aloha and MACS had been acquired on January 1, 2013. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved. The pro forma adjustments include the effect of purchase accounting adjustments, interest expense, and related tax effects, among others (in thousands):
 
 
Unaudited Pro Forma
 
 
MACS and Aloha
 
 
 
Twelve Months Ended
 
 
December 31, 2013
 
December 31, 2014
 
Revenues
 
$
6,733,351

 
$
7,132,272

 
Net income attributable to partners
 
$
63,301

 
$
87,638

 
Mergers, Acquisitions and Dispositions Disclosures [Text Block] 
The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP intends to transfer its retail and fuel distribution business to the Partnership. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership's results of operations include the MACS' results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from September 1, 2014. The following table presents the recast unaudited revenues and net income for the three and nine months ended September 30, 2014 to include the operations of MACS effective September 1, 2014 (in thousands):

 
 
Three Months Ended September 30, 2014
 
Nine Months Ended September 30, 2014
 
 
Predecessor July 1, 2014 through August 31, 2014
 
 
Successor September 1, 2014 through September 30, 2014
 
Predecessor January 1, 2014 through August 31, 2014
 
 
Successor September 1, 2014 through September 30, 2014
 
 
(unaudited)
 
 
(unaudited)
 
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
899,577

 
 
$
405,345

 
$
3,492,189

 
 
$
405,345

MACS
 
—

 
 
142,860

 
—

 
 
142,860

Combined
 
$
899,577

 
 
$
548,205

 
$
3,492,189

 
 
$
548,205

 
 
 
 
 
 
 
 
 
 
 
Net income:
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
2,783

 
 
$
(1,756
)
 
$
22,510

 
 
$
(1,756
)
MACS
 
—

 
 
5,878

 
—

 
 
5,878

Combined
 
$
2,783

 
 
$
4,122

 
$
22,510

 
 
$
4,122

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values, including the initial tax accounting related to the transaction (in thousands):
 
August 31, 2014
Current assets
$
96,749

Property and equipment
463,772

Goodwill
118,610

Intangible assets
90,676

Other noncurrent assets
46,838

Current liabilities
(45,151
)
Other noncurrent liabilities
(186,661
)
Net assets
584,833

Net deemed contribution
(19,020
)
Cash acquired
(60,798
)
Total cash consideration, net of cash acquired
$
505,015

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
Management, with the assistance of a third party valuation firm, has estimated the fair value of ours and Susser's assets and liabilities as of the date of acquisition by ETP. Our 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 recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. 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. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. The following table summarizes the "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands):


August 31, 2014
Current assets
$
171,434

Property and equipment
272,930

Goodwill
590,042

Intangible assets
70,473

Other noncurrent assets
811

Current liabilities
(154,617
)
Other noncurrent liabilities
(255,289
)
Net assets
$
695,784



Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] 
The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands):


December 16, 2014
Current assets
$
68,269

Property and equipment
99,292

Goodwill
154,807

Intangible assets
10,686

Other noncurrent assets
636

Current liabilities
(20,612
)
Other noncurrent liabilities
(33,095
)
Total consideration
279,983

Cash acquired
(30,597
)
Contingent consideration
(12,979
)
Total cash consideration, net of cash acquired and contingent consideration
$
236,407

Variable Interest Entity (Tables)
Schedule of Variable Interest Entities [Table Text Block]
The assets and liabilities of the VIEs consist of the following:
 
 
December 31, 2014
 
 
(in thousands)
Receivables from affiliates
 
$
3,484

Property, plant and equipment, net
 
$
45,340

Other non-current assets
 
$
3,665

Accounts payable and accrued liabilities
 
$
490

Long-term debt, including current maturities of $8,422 (see Note 11)
 
$
56,451

Other non-current liabilities
 
$
1,190

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

 
 
$
56,006

Credit card receivables
—

 
 
3,681

Vendor receivables for rebates, branding, and other
—

 
 
2,820

Other receivables
855

 
 
2,795

Allowance for doubtful accounts
(323
)
 
 
(1,220
)
Accounts receivable, net
$
69,005

 
 
$
64,082

Allowance for Credit Losses on Financing Receivables 
An allowance for doubtful accounts is provided based on management's evaluation of outstanding accounts receivable. Following is a summary of the valuation accounts related to accounts and notes receivable:
 
Balance at
Beginning of
Period
 
Additions
Charged to Expense
 
Amounts Written
Off, Net of
Recoveries
 
Allowance Retained by Parent
 
Acquired through Business Acquisitions
 
Balance at
End of Period
 
(in thousands)
Allowance for doubtful accounts:
 
 
 
 
 
 
 
 
 
 
 
Predecessor:
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
$
167

 
$
103

 
$
—

 
$
167

 
$
—

 
$
103

Balance at December 31, 2013
103

 
360

 
140

 
—

 
—

 
323

January 1, 2014 through August 31, 2014 activity
323

 
270

 
72

 
—

 
—

 
521

Successor:
 
 
 
 
 
 
 
 
 
 
 
September 1, 2014 through December 31, 2014 activity
$
521

 
$
360

 
$
321

 
$
—

 
$
660

 
1,220

Inventories (Tables)
Schedule of Inventories
Inventories consisted of the following:
 
Predecessor
 
 
Successor
 
December 31,
2013
 
 
December 31,
2014
 
(in thousands)
Fuel-retail
$
—

 
 
$
20,280

Fuel-other wholesale
8,160

 
 
11,503

Fuel-consignment
2,103

 
 
4,521

Merchandise
—

 
 
11,502

Other
859

 
 
840

Inventories, net
$
11,122

 
 
$
48,646

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

 
 
$
311,773

Buildings and leasehold improvements
83,328

 
 
331,761

Equipment
34,703

 
 
289,841

Construction in progress
7,322

 
 
4,226

Total property and equipment
193,566

 
 
937,601

Less: accumulated depreciation
(13,439
)
 
 
(32,136
)
Property and equipment, net
$
180,127

 
 
$
905,465

Goodwill and Other Intangible Assets (Tables)
Schedule of Goodwill 
The following table reflects goodwill balances and activity for the years ended December 31, 2013 and 2014:
 
Segment
 
 
 
Wholesale
 
Retail
 
Consolidated
 
(in thousands)
Balance at December 31, 2012 (Predecessor)
$
12,936

 
$
—

 
$
12,936

Goodwill related to GFI acquisition
9,887

 
—

 
9,887

Balance at December 31, 2013 (Predecessor)
22,823

 
—

 
22,823

Goodwill related to ETP "push down" accounting, net of previously recognized goodwill
567,219

 
—

 
567,219

Goodwill related to MACS acquisition
57,776

 
60,833

 
118,609

Goodwill related to Aloha acquisition
59,446

 
95,361

 
154,807

Balance at December 31, 2014 (Successor)
$
707,264

 
$
156,194

 
$
863,458

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets 
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill, at December 31, 2013 and 2014:
 
 
Predecessor
 
 
Successor
 
December 31, 2013
 
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Book Value
 
(in thousands)
Definite-Lived
 
 
 
 
 
 
 
 
 
 
 
 
Trade name
$
—

 
$
—

 
$
—

 
 
$
8,937

 
$
—

 
$
8,937

Franchise rights
—

 
—

 
—

 
 
329

 
—

 
329

Customer relations including supply agreements
31,982

 
11,705

 
20,277

 
 
176,997

 
25,081

 
151,916

Favorable leasehold arrangements, net
236

 
51

 
185

 
 
2,810

 
140

 
2,670

Loan origination costs
2,437

 
483

 
1,954

 
 
7,611

 
381

 
7,230

Other intangibles
389

 
33

 
356

 
 
1,309

 
283

 
1,026

Intangible assets, net
$
35,044

 
$
12,272

 
$
22,772

 
 
$
197,993

 
$
25,885

 
$
172,108

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense 
The following table presents the Partnership's estimate of amortization includable in amortization expense and interest expense for each of the five succeeding fiscal years and thereafter for definite-lived intangibles as of December 31, 2014 (in thousands):
 
Amortization
 
Interest
2015
$
13,436

 
$
1,522

2016
12,966

 
1,522

2017
12,512

 
1,522

2018
11,953

 
1,522

2019
11,678

 
1,142

Thereafter
102,333

 
—

Accrued Expenses and Other Current Liabilities (Tables)
Accrued expenses and other current liabilities
Current accrued expenses and other current liabilities consisted of the following:
 
Predecessor
 
 
Successor
 
December 31, 2013
 
 
December 31, 2014
 
 
 
 
 
 
(in thousands)
Wage and other employee-related accrued expenses
$
—

 
 
$
6,230

Franchise agreement termination accrual
—

 
 
4,579

Accrued tax expense
5,817

 
 
18,326

Deposits and other
5,610

 
 
12,746

Total
$
11,427

 
 
$
41,881

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

 
 
$
—

Sale leaseback financing obligation
—

 
 
126,643

Senior term loan on Uphoff properties ("VIE Debt", see Note 5)
—

 
 
56,452

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

 
 
—

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

—

 
 
683,378

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

 
 
3,552

Capital lease obligations
—

 
 
493

Total debt
186,151

 
 
870,518

Less: current maturities
525

 
 
13,757

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

 
 
$
856,761

Schedule of Maturities of Long-term Debt 
At December 31, 2014, scheduled future debt principal maturities are as follows (in thousands):
2015
 
$
13,757

2016
 
12,104

2017
 
38,870

2018
 
5,423

2019
 
689,087

Thereafter
 
111,277

Total
 
$
870,518

Related-Party Transactions (Tables)
Schedule of Related Party Transactions [Table Text Block]
Summary of Transactions
Related party transactions with Susser and ETP for the Predecessor twelve month periods ended December 31, 2012 and 2013 and the period January 1, 2014 through August 31, 2014 and for the Successor period September 1, 2014 through December 31, 2014 are as follows (in thousands except store count data):
 
Predecessor
 
Successor
 
 
Twelve months ended December 31, 2012
 
Twelve months ended December 31, 2013
 
January 1, 2014 through August 31, 2014
 
September 1, 2014 through December 31, 2014
Motor fuel sales to Susser
 
$
2,570,757

 
$
2,974,122

 
$
2,200,394

 
$
873,842

Motor fuel gross profit from sales to Susser
 
7,781

 
31,597

 
23,366

 
12,367

Bulk fuel purchases from ETP
 
—

 
—

 
—

 
52,474

General and administrative expenses allocated, including equity-based compensation
 
1,621

 
2,154

 
4,768

 
1,454

Allocated cost of employees
 
2,897

 
11,400

 
8,802

 
3,529

Distributions to Susser / ETP
 
312

 
19,969

 
16,604

 
8,187

IDR distributions to Susser / ETP
 
—

 
—

 
64

 
255

Transportation charges from Susser for delivery of motor fuel
 
11,891

 
49,994

 
37,874

 
19,949

Purchase of stores from Susser
 
29,041

 
104,159

 
81,145

 
70,914

Rental income from Susser
 
147

 
6,441

 
9,117

 
6,299

# of stores purchased
 
8

 
25
 
18

 
15
Commitments And Contingencies (Tables)
Schedule of Rent Expense 
The components of net rent expense are as follows:
 
Predecessor
 
 
Successor
 
 
Twelve months ended
 
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
(in thousands)
Cash rent:
 
 
 
 
 
 
 
 
 
Store base rent
$
3,074

 
$
819

 
$
562

 
 
$
3,220

 
Equipment rent
453

 
175

 
155

 
 
200

 
Total cash rent
3,527

 
994

 
717

 
 
3,420

 
Non-cash rent:
 
 
 
 
 
 
 
 
 
Straight-line rent
—

 
20

 
12

 
 
39

 
Net rent expense
$
3,527

 
$
1,014

 
$
729

 
 
$
3,459

 
Schedule of Future Minimum Rental Payments for Operating Leases 
Future minimum lease payments, excluding sale-leaseback financing obligations (see Note 11), for future fiscal years are as follows (in thousands):
2015
 
$
16,210

2016
 
15,349

2017
 
12,661

2018
 
11,184

2019
 
10,617

Thereafter
 
91,943

Total
 
$
157,964

Rental Income under Operating Leases (Tables)
Schedule of Property Subject to or Available for Operating Lease 
The following schedule details our investment in property under operating leases:
 
Predecessor
 
 
Successor
 
December 31,
2013
 
 
December 31,
2014
 
(in thousands)
Land
$
66,931

 
 
$
269,093

Buildings and improvements
69,313

 
 
285,466

Equipment
38,644

 
 
87,668

Total property and equipment
174,888

 
 
642,227

Less: accumulated depreciation
(8,872
)
 
 
(37,994
)
Property and equipment, net
$
166,016

 
 
$
604,233

Schedule of Minimum Future Rental Income 
The following is a schedule by years of minimum future rental income under noncancelable operating leases as of December 31, 2014 (in thousands):
2015
$
52,749

2016
39,229

2017
31,796

2018
27,475

2019
25,982

Thereafter
210,593

Total minimum future rentals
$
387,824

Interest Expense And Interest Income (Tables)
Schedule of Interest Expense and Interest Income
The components of net interest expense are as follows:
 
Predecessor
 
 
Successor
 
Twelve months ended
 
 
 
 
 
 
December 31,
2012
 
December 31,
2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
 
(in thousands)
Cash interest expense
$
940

 
$
3,356

 
$
4,516

 
 
$
7,652

Amortization of loan costs
102

 
381

 
313

 
 
1,987

Cash interest income
(233
)
 
(266
)
 
(62
)
 
 
(77
)
Interest expense, net
$
809

 
$
3,471

 
$
4,767

 
 
$
9,562

Income Tax (Tables)
Schedule of Components of Income Tax Expense (Benefit) 
Components of corporate income tax expense are presented below:
 
Predecessor
 
 
Successor
 
Twelve months ended
 
 
 
 
 
 
December 31, 2012
 
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
 
(in thousands)
Current:
 
 
 
 
 
 
 
 
Federal
$
2,321

 
$
68

 
$
(15
)
 
 
$
2,335

State
284

 
302

 
252

 
 
705

Total current income tax expense
2,605

 
370

 
237

 
 
3,040

Deferred:
 
 
 
 
 
 
 
 
Federal
2,416

 
70

 
(19
)
 
 
(906
)
State
12

 
—

 
—

 
 
—

Total deferred tax expense
2,428

 
70

 
(19
)
 
 
(906
)
Net income tax expense
$
5,033

 
$
440

 
$
218

 
 
$
2,134

Schedule of Effective Income Tax Rate Reconciliation 
A reconciliation of the statutory federal income tax rate to the effective tax rate is presented below:
 
Predecessor
 
 
Successor
 
Twelve Months Ended
 
 
 
 
 
(amounts in thousands)
December 31, 2012
 
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
Amount
 
Tax
Rate %
 
Amount
 
Tax
Rate %
 
Amount
 
Tax
Rate %
 
 
Amount
 
Tax
Rate %
Tax at statutory federal rate
$
7,911

 
35.0
 %
 
$
13,113

 
35.0
%
 
$
7,955

 
35.0
 %
 
 
$
13,095

 
35.0
 %
Partnership earnings not subject to tax
(3,128
)
 
(13.8
)%
 
(13,028
)
 
(34.8
%)
 
(7,598
)
 
(33.4
)%
 
 
(8,324
)
 
(22.2
)%
MACS earnings prior to October 1, 2014
—

 
—
 %
 
—

 
—
%
 
—

 
—
 %
 
 
(3,097
)
 
(8.3
)%
State and local tax, net of federal benefit
217

 
1.0
 %
 
301

 
0.8
%
 
164

 
0.7
 %
 
 
392

 
1.0
 %
Other
33

 
0.1
 %
 
54

 
0.2
%
 
(303
)
 
(1.4
%)
 
 
68

 
0.2
 %
Net income tax expense
$
5,033

 
22.3
 %
 
$
440

 
1.2
%
 
$
218

 
0.9
 %
 
 
$
2,134

 
5.7
%
Schedule of Deferred Tax Assets and Liabilities 
Components of deferred tax assets and liabilities are as follows:
 
Predecessor
 
 
Successor
 
December 31, 2013
 
 
December 31, 2014
 
(in thousands)
Deferred tax assets:
 
 
 
 
Trademarks and other intangibles
$
—

 
 
$
35,096

Other
—

 
 
3,011

Net operating loss carry forwards
1,174

 
 
—

Total deferred tax assets
1,174

 
 
38,107

Deferred tax liabilities:
 
 
 
 
Fixed assets
1,381

 
 
20,290

Other
15

 
 
300

Total deferred tax liabilities
1,396

 
 
20,590

Net deferred income tax assets (liabilities)
$
(222
)
 
 
$
17,517

Current net deferred tax assets
$
—

 
 
$
2,624

Noncurrent net deferred tax assets (liabilities)
$
(222
)
 
 
$
14,893

Partners' Capital (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):
 
 
 
 
 
 
 
 
 
 
Predecessor
 
 
Successor
 
Twelve months ended December 31, 2012
 
Twelve months ended December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
Attributable to Common Units
 
 
 
 
 
 
 
 
Distributions (a)
$
5,098

 
$
20,251

 
$
11,261

 
 
$
27,031

Distributions in excess of net income
(523
)
 
(1,717
)
 
7

 
 
(9,532
)
Limited partners' interest in net income subsequent to initial public offering
$
4,575

 
$
18,534

 
$
11,268

 
 
$
17,499

 
 
 
 
 
 
 
 
 
Attributable to Subordinated Units
 
 
 
 
 
 
 
 
Distributions (a)
$
5,098

 
$
20,167

 
$
11,178

 
 
$
12,533

Distributions in excess of net income
(523
)
 
(1,674
)
 
—

 
 
(3,228
)
Limited partners' interest in net income subsequent to initial public offering
$
4,575

 
$
18,493

 
$
11,178

 
 
$
9,305

 
 
 
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.47
 
$1.84
 
$1.02
 
 
$1.15
Schedule of Incentive Distribution Rights to Limited Partners 
The percentage interests set forth below assume that there are no arrearages on common units. ETP has owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser.
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
Holder of IDRs
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

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

Second Target Distribution
Above $0.503125 up to $0.546875
 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250
 
75
%
 
25
%
Thereafter
Above $0.656250
 
50
%
 
50
%
Distributions Made to Limited Partner, by Distribution 
The following table presents our cash distributions paid in 2012, 2013 and 2014:
 
 
Limited Partners
 
Distribution to IDR Holders
Payment Date
 
Per Unit Distribution
 
Total Cash Distribution
 
 
 
(in thousands, except per unit amounts)
November 28, 2014
 
$
0.5457

 
$
18,541

 
$
255

August 29, 2014
 
0.5197

 
11,413

 
64

May 30, 2014
 
0.5021

 
11,026

 
—

February 28, 2014
 
0.4851

 
10,650

 
—

November 29, 2013
 
0.4687

 
10,290

 
—

August 29, 2013
 
0.4528

 
9,907

 
—

May 30, 2013
 
0.4375

 
9,572

 
—

March 1, 2013
 
0.4375

 
9,572

 
—

November 29, 2012
 
0.0285

 
624

 
—

Unit-Based Compensation (Tables)
Schedule of Equity Based Compensation Expense 
Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands):
 
Predecessor
 
 
Successor
 
Year Ended
 
 
 
 
 
 
December 31, 2012
 
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
Phantom common units
$
101

 
$
530

 
$
604

 
 
$
394

Allocated expense from Parent
810

 
1,405

 
4,088

 
 
994

Total unit-based compensation expense
$
911

 
$
1,935

 
$
4,692

 
 
$
1,388

Schedule of Nonvested Share Activity 
A summary of our phantom unit award activity for the years ended December 31, 2013 and 2014, is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2013 (Predecessor)
32,500

 
$
18.93

Granted
15,815

 
27.15

Vested
(11,352
)
 
21.50

Outstanding at December 31, 2013 (Predecessor)
36,963

 
21.66

Granted
6,354

 
33.24

Vested
(40,317
)
 
23.72

Forfeited
(3,000
)
 
18.42

Outstanding at August 31, 2014 (Predecessor)
—

 
—

Granted
241,235

 
45.50

Outstanding at December 31, 2014 (Successor)
241,235

 
$
45.50

Segment Reporting (Tables)
Schedule of Segment Reporting Information, by Segment [Table Text Block]
The following table presents a summary of our two reportable segments, since the MACS and Aloha acquisitions, for the period from September 1, 2014 through December 31, 2014:

 
 
Wholesale Segment
 
Retail Segment
 
Intercompany
Eliminations
 
All Other
 
Totals
 
 
(dollars and gallons in thousands)
September 1, 2014 through December 31, 2014
 
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
 
$
712,348

 
$
228,895

 
$
—

 
$
—

 
$
941,243

Motor fuel sales to affiliates
 
873,842

 
—

 
—

 
—

 
873,842

Merchandise sales
 
—

 
52,275

 
—

 
—

 
52,275

Rental and other income
 
14,480

 
1,688

 
—

 
6,299

 
22,467

Intersegment sales
 
117,351

 
—

 
(117,351
)
 
—

 
—

Total revenue
 
1,718,021

 
282,858

 
(117,351
)
 
6,299

 
1,889,827

Gross profit:
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
 
37,867

 
30,392

 
—

 
—

 
68,259

Motor fuel sales to affiliates
 
12,367

 
—

 
—

 
—

 
12,367

Merchandise
 
—

 
13,455

 
—

 
—

 
13,455

Rental and other income
 
13,177

 
1,688

 
—

 
6,299

 
21,164

Total gross profit
 
63,411

 
45,535

 
—

 
6,299

 
115,245

Total operating expenses
 
32,802

 
23,594

 
—

 
11,877

 
68,273

Operating income (loss)
 
30,609

 
21,941

 
—

 
(5,578
)
 
46,972

Unallocated interest expense, net
 
—

 
—

 
—

 
(9,562
)
 
(9,562
)
Income (loss) before income taxes
 
$
30,609

 
$
21,941

 
$
—

 
$
(15,140
)
 
$
37,410

Capital expenditures
 
$
77,583

 
$
4,432

 
$
—

 
$
—

 
$
82,015

Gallons
 
774,016

 
83,419

 
(58,314
)
 
—

 
799,121

Total assets
 
$
1,150,749

 
$
415,163

 
$
—

 
$
631,569

 
$
2,197,481

Net Income per Unit (Tables)
Schedule of Net Income Per Unit, Basic and Diluted
A reconciliation of the numerators and denominators of the basic and diluted per unit computations as follows:

 
Predecessor
 
 
Successor
 
Year Ended
 
 
 
 
 
 
December 31, 2012
December 31, 2013
 
January 1, 2014 through August 31, 2014
 
 
September 1, 2014 through December 31, 2014
 
 
(dollars in thousands, except units and per unit amounts)
Net income
$
9,150

$
37,027

 
$
22,510

 
 
$
35,276

Less: Net income and comprehensive income attributable to noncontrolling interest
—

—

 
—

 
 
1,043

Net income attributable to partners
9,150

37,027

 
22,510

 
 
34,233

Less:
 
 
 
 
 
 
 
  Incentive distribution rights
—

—

 
64

 
 
1,146

  MACS earnings prior to October 1, 2014
—

—

 
—

 
 
5,878

  Distributions on nonvested phantom unit awards
—

—

 
—

 
 
405

Limited partners' interest in net income
$
9,150

$
37,027

 
$
22,446

 
 
$
26,804

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

10,964,258

 
11,023,617

 
 
20,572,373

Common - equivalents
3,723

21,844

 
25,128

 
 
6,382

Common - diluted
10,943,159

10,986,102

 
11,048,745

 
 
20,578,755

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

10,939,436

 
10,939,436

 
 
10,939,436

 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
Common - basic and diluted
$
0.42

$
1.69

 
$
1.02

 
 
$
0.85

Subordinated - basic and diluted
$
0.42

$
1.69

 
$
1.02

 
 
$
0.85

 
 
 
 
 
 
 
 
 
Quarterly Results of Operations (Unaudited) (Tables)
Schedule of Quarterly Financial Information
The following table sets forth certain unaudited financial and operating data for each quarter during 2013 and 2014. The unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair presentation of the information shown.
 
 
Predecessor
 
Successor
 
 
2013
 
2014
 
 
1st
QTR
 
2nd
QTR
 
3rd
QTR
 
4th
QTR
 
1st
QTR
 
2nd
QTR
 
3rd
QTR (1)
 
4th
QTR
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales
 
$
1,087,489

 
$
1,117,414

 
$
1,162,746

 
$
1,109,259

 
$
1,210,656

 
$
1,370,124

 
$
1,424,174

 
$
1,285,947

Merchandise sales
 
—

 
—

 
—

 
—

 
—

 
—

 
12,998

 
39,277

Rental and other income
 
2,928

 
3,483

 
4,051

 
5,209

 
5,931

 
5,901

 
10,610

 
16,398

Total revenue
 
$
1,090,417

 
$
1,120,897

 
$
1,166,797

 
$
1,114,468

 
$
1,216,587

 
$
1,376,025

 
$
1,447,782

 
$
1,341,622

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel gross profit
 
$
13,215

 
$
14,012

 
$
14,903

 
$
15,774

 
$
17,210

 
$
17,067

 
$
25,427

 
$
67,569

Merchandise gross profit
 
—

 
—

 
—

 
—

 
—

 
—

 
3,242

 
10,213

Other gross profit
 
2,341

 
2,944

 
3,500

 
4,275

 
4,910

 
5,136

 
9,750

 
15,402

Total gross profit
 
$
15,556

 
$
16,956

 
$
18,403

 
$
20,049

 
$
22,120

 
$
22,203

 
$
38,419

 
$
93,184

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
$
8,979

 
$
10,530

 
$
10,663

 
$
10,766

 
$
11,641

 
$
11,489

 
$
11,694

 
$
39,643

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to limited partners
 
$
8,227

 
$
9,680

 
$
9,597

 
$
9,523

 
$
10,132

 
$
9,595

 
$
6,905

 
$
30,111

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

 
$
0.44

 
$
0.44

 
$
0.43

 
$
0.46

 
$
0.43

 
$
0.04

 
$
0.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Subordinated (basic and diluted)
 
$
0.38

 
$
0.44

 
$
0.44

 
$
0.43

 
$
0.46

 
$
0.43

 
$
0.04

 
$
0.83

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel gallons
 
366,882

 
389,041

 
399,524

 
415,587

 
433,391

 
461,791

 
510,146

 
606,635

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel margin: (2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wholesale - third party
 
5.0¢
 
4.9¢
 
5.2¢
 
5.2¢
 
5.7¢
 
4.9¢
 
6.9¢
 
17.6¢
Wholesale - affiliated
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
 
3.0¢
Retail
 
—

 
—

 
—

 
—

 
—

 
—

 
26.0¢
 
44.5¢

(1) The third quarter of 2014 includes Successor results of operations for the period September 1, 2014 through September 30, 2014 following the ETP Merger. Also included are results of operations for MACS for the period September 1, 2014 through September 30, 2014, due to it being accounted for as a transaction of entities under common control. Quarterly results for the third quarter of 2014 have been retrospectively adjusted to include the operations of MACS since September 1, 2014, the date of common control (see Note 4).
(2) Concurrent with the ETP Merger, we adopted the LIFO inventory method for fuel inventory, and began excluding the non-cash inventory fair value adjustments from our calculation of fuel cents per gallon of gross profit (see note 7).
Organization and Principles of Consolidation (Details)
3 Months Ended 4 Months Ended
Dec. 31, 2012
Dec. 31, 2014
ETP [Member]
Aug. 31, 2014
ETP [Member]
Sep. 25, 2012
ETP [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
 
 
 
Units sold in IPO
10,925,000 
 
 
 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
 
100.00% 
 
 
Limited Partner Units Issued Parent Percentage Ownership After All Transactions
 
42.80% 
50.10% 
50.10% 
Stock Issued During Period, Shares, New Issues
 
11,000,000 
 
 
Initial Public Offering (Details) (USD $)
3 Months Ended
Dec. 31, 2012
Sep. 25, 2012
SUN Term Loan [Member]
Term Loan [Member]
Dec. 31, 2014
Guaranty of Collection [Member]
Revolving Credit Facility and Term Loan [Member]
Dec. 31, 2014
ETP [Member]
Aug. 31, 2014
ETP [Member]
Sep. 25, 2012
ETP [Member]
Sep. 25, 2012
Common Units [Member]
IPO [Member]
ETP [Member]
Dec. 31, 2014
Subordinated Units-Affiliated [Member]
ETP [Member]
Sep. 25, 2012
Subordinated Units-Affiliated [Member]
IPO [Member]
ETP [Member]
Initial Public Offering [Line Items]
 
 
 
 
 
 
 
 
 
Units sold in IPO
10,925,000 
 
 
 
 
 
 
 
 
IPO Price per Share
$ 20.50 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
14,436 
10,939,436 
10,939,436 
Ownership Percentage
 
 
 
42.80% 
50.10% 
50.10% 
 
 
 
Aggregate cash distribution
$ 206,000,000 
 
 
 
 
 
 
 
 
Proceeds from issuance of common units, net of offering costs
206,154,000 
 
 
 
 
 
 
 
 
Face amount
 
180,700,000 
 
 
 
 
 
 
 
Amount of debt guaranteed
 
 
$ 180,700,000 
 
 
 
 
 
 
Initial Public Offering (Summary of Net Income) (Details) (Predecessor [Member], USD $)
In Thousands, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended
Aug. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Aug. 31, 2014
Sep. 24, 2012
Dec. 31, 2013
Dec. 31, 2012
Predecessor [Member]
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
$ 899,577 
$ 1,447,782 1
$ 1,376,025 
$ 1,216,587 
$ 1,114,468 
$ 1,166,797 
$ 1,120,897 
$ 1,090,417 
$ 1,081,141 
$ 3,492,189 
$ 3,240,271 
$ 4,492,579 
$ 4,321,412 
Cost of sales
 
 
 
 
 
 
 
 
1,065,633 
3,431,508 
3,204,277 
4,421,615 
4,269,910 
Gross profit
 
38,419 1
22,203 
22,120 
20,049 
18,403 
16,956 
15,556 
15,508 
60,681 
35,994 
70,964 
51,502 
Total operating expenses
 
 
 
 
 
 
 
 
5,594 
33,186 
22,496 
30,026 
28,090 
Income from operations
 
11,694 1
11,489 
11,641 
10,766 
10,663 
10,530 
8,979 
9,914 
27,495 
13,498 
40,938 
23,412 
Interest expense, net
 
 
 
 
 
 
 
 
(540)
(4,767)
(269)
(3,471)
(809)
Income before income taxes
 
 
 
 
 
 
 
 
9,374 
22,728 
13,229 
37,467 
22,603 
Income tax expense
 
 
 
 
 
 
 
 
(224)
(218)
(4,809)
(440)
(5,033)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
 
0 
8,420 
0 
8,420 
Net income
 
$ 6,905 1
$ 9,595 
$ 10,132 
$ 9,523 
$ 9,597 
$ 9,680 
$ 8,227 
$ 9,150 
$ 22,510 
 
$ 37,027 
$ 17,570 
Initial Public Offering (Summary of Cash Flow) (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2012
Aug. 31, 2014
Sep. 24, 2012
Dec. 31, 2013
Dec. 31, 2012
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of common units, net of offering costs
$ 206,154 
 
 
 
 
Predecessor [Member]
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
Net Cash Provided by (Used in) Operating Activities, Continuing Operations
7,305 
33,362 
9,183 
50,680 
16,488 
Cash flows from investing activities:
 
 
 
 
 
Purchase of intangibles and capital expenditures
(34,200)
 
(9,806)
 
(44,006)
Purchase of marketable securities
(497,426)
0 
0 
(844,359)
(497,426)
Redemption of short term investments
349,162 
25,952 
0 
966,671 
349,162 
Proceeds from disposal of property and equipment
567 
0 
754 
297 
1,321 
Net cash provided by (used in) investing activities
(181,897)
(67,038)
(9,052)
6,358 
(190,949)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of long-term debt, including Revolving Credit Facility
216,256 
 
0 
 
216,256 
Loan origination costs
(1,907)
0 
0 
(270)
(1,907)
Payments on long-term debt
(32,506)
(25,881)
(17)
(137,173)
(32,523)
Proceeds from issuance of common units, net of offering costs
206,154 
0 
0 
0 
206,154 
Distributions to Parent
(206,342)
(16,668)
0 
(19,969)
(206,342)
Predecessor cash retained by Parent
0 
 
(354)
 
(354)
Distributions to Unitholders
311 
16,485 
0 
19,632 
311 
Net Cash Provided by (Used in) Financing Activities, Continuing Operations
181,344 
29,221 
(371)
(55,640)
180,973 
Cash and Cash Equivalents, Period Increase (Decrease)
6,752 
(4,455)
(240)
1,398 
6,512 
Cash and cash equivalents at beginning of year
 
8,150 
240 
6,752 
240 
Cash and cash equivalents at end of period
$ 6,752 
$ 3,695 
$ 0 
$ 8,150 
$ 6,752 
Summary of Significant Accounting Policies (Details) (USD $)
4 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended
Dec. 31, 2014
Dec. 31, 2014
Minimum [Member]
Dec. 31, 2014
Maximum [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Aug. 31, 2014
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Dec. 31, 2013
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2012
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2014
Vehicles [Member]
Dec. 31, 2014
Allocated From Predecessor [Member]
Predecessor [Member]
Aug. 31, 2014
Allocated From Predecessor [Member]
Predecessor [Member]
Dec. 31, 2013
Allocated From Predecessor [Member]
Predecessor [Member]
Dec. 31, 2012
Allocated From Predecessor [Member]
Predecessor [Member]
Aug. 31, 2014
Phantom Share Units (PSUs) [Member]
Predecessor [Member]
Dec. 31, 2013
Phantom Share Units (PSUs) [Member]
Predecessor [Member]
Dec. 31, 2012
Phantom Share Units (PSUs) [Member]
Predecessor [Member]
Dec. 31, 2014
Phantom Share Units (PSUs) [Member]
Successor [Member]
Dec. 31, 2014
Supply agreements [Member]
Minimum [Member]
Dec. 31, 2014
Supply agreements [Member]
Maximum [Member]
Aug. 31, 2014
Valero [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2013
Valero [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2012
Valero [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2014
Valero [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Successor [Member]
Aug. 31, 2014
Chevron [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2013
Chevron [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2012
Chevron [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2014
Chevron [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Successor [Member]
Aug. 31, 2014
Exxon [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2013
Exxon [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2012
Exxon [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Predecessor [Member]
Dec. 31, 2014
Exxon [Member]
Supplier Concentration Risk [Member]
Cost of Goods [Member]
Motor Fuel [Member]
Successor [Member]
Summary of Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales, Vendor Allowances, Accrued Rebates
$ 2,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average amortization period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
15 years 
 
 
 
 
 
 
 
 
 
 
 
 
Excise Taxes
60,300,000 
 
 
10,300,000 
18,300,000 
44,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money Market Funds, at Carrying Value
16,000,000 
 
 
 
16,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lease term
 
5 years 
15 years 
 
 
 
 
 
 
 
 
5 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage purchased
 
 
 
 
 
 
 
48,100.00% 
63.00% 
66.00% 
59,700.00% 
 
 
 
 
 
 
 
 
 
 
 
28.00% 
34.00% 
36.00% 
22,000.00% 
12.00% 
17.00% 
19.00% 
9,000.00% 
9.00% 
6.00% 
6.00% 
24,000.00% 
Allocated Share-based Compensation Expense
 
 
 
 
 
 
 
 
 
 
 
 
1,000,000 
4,090,000 
1,406,000 
810,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash unit based compensation expense
 
 
 
4,692,000 
1,935,000 
911,000 
1,388,000 
 
 
 
 
 
 
 
 
 
604,000 
530,000 
101,000 
394,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Excise and Sales Taxes
2,400,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income, Vendor Allowances, Accrued Rebates
$ 200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summary of Significant Accounting Policies (Property and Equipment) (Details)
12 Months Ended
Dec. 31, 2014
Building [Member]
 
Property, Plant and Equipment [Line Items]
 
Property, Plant and Equipment, Useful Life
40 years 
Equipment [Member] |
Minimum [Member]
 
Property, Plant and Equipment [Line Items]
 
Property, Plant and Equipment, Useful Life
3 years 
Equipment [Member] |
Maximum [Member]
 
Property, Plant and Equipment [Line Items]
 
Property, Plant and Equipment, Useful Life
15 years 
Underground Storage Tanks [Member]
 
Property, Plant and Equipment [Line Items]
 
Property, Plant and Equipment, Useful Life
30 years 
Land Improvements [Member]
 
Property, Plant and Equipment [Line Items]
 
Property, Plant and Equipment, Useful Life
20 years 
Merger and Acquisitions (ETP Merger) (Details) (ETP Merger [Member], USD $)
Aug. 31, 2014
ETP Merger [Member]
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets
$ 171,434,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
272,930,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill
590,042,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill
70,473,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets
811,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities
154,617,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities
255,289,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net
$ 695,784,000 
Merger and Acquisitions (MACS Acquisition) (Details) (USD $)
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 2 Months Ended 8 Months Ended 2 Months Ended 8 Months Ended 1 Months Ended 3 Months Ended 4 Months Ended 1 Months Ended 4 Months Ended 1 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2014
Predecessor [Member]
Jun. 30, 2014
Predecessor [Member]
Mar. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Jun. 30, 2013
Predecessor [Member]
Mar. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Partnership [Member]
Aug. 31, 2014
Predecessor [Member]
Partnership [Member]
Aug. 31, 2014
Predecessor [Member]
MACS [Member]
Aug. 31, 2014
Predecessor [Member]
MACS [Member]
Sep. 30, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Sep. 30, 2014
Successor [Member]
Partnership [Member]
Sep. 30, 2014
Successor [Member]
MACS [Member]
Dec. 31, 2014
Successor [Member]
MACS [Member]
Oct. 27, 2014
MACS [Member]
Oct. 1, 2014
MACS [Member]
Aug. 31, 2014
MACS Acquisition [Member]
Aug. 31, 2014
MACS Acquisition [Member]
Deemed contribution [Member]
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 768,000,000 
 
 
Number of Stores
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0 
 
 
Dealer-Operated And Cosignment Sites
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
200 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
96,749,000 
 
Total revenue
899,577,000 
1,447,782,000 1
1,376,025,000 
1,216,587,000 
1,114,468,000 
1,166,797,000 
1,120,897,000 
1,090,417,000 
1,081,141,000 
3,492,189,000 
3,240,271,000 
4,492,579,000 
4,321,412,000 
 
899,577,000 
3,492,189,000 
0 
0 
548,205,000 
1,341,622,000 
1,889,827,000 
405,345,000 
142,860,000 
509,300,000 
 
 
 
 
Net income and comprehensive income
2,783,000 
 
 
 
 
 
 
 
 
22,510,000 
 
37,027,000 
17,570,000 
 
2,783,000 
22,510,000 
0 
0 
4,122,000 
 
35,276,000 
(1,756,000)
5,878,000 
31,868,000 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
463,772,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
118,610,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90,676,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46,838,000 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(45,151,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(186,661,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net
0 
 
 
 
 
 
 
 
 
0 
 
 
 
0 
 
 
 
 
 
(624,215,000)
(624,215,000)
 
 
 
 
 
(584,833,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(19,020,000)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(60,798,000)
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Net of Cash Received
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(505,015,000)
 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,983,540 
 
 
Payments to Acquire Businesses, Gross
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 556,000,000 
 
 
 
Merger and Acquisitions (Aloha Acquisition) (Details) (USD $)
0 Months Ended 1 Months Ended 3 Months Ended 4 Months Ended 0 Months Ended 1 Months Ended 4 Months Ended
Aug. 31, 2014
MACS Acquisition [Member]
Dec. 31, 2014
Aloha Petroleum, Ltd Acquisition [Member]
Dec. 16, 2014
Aloha Petroleum, Ltd Acquisition [Member]
Dec. 16, 2014
Aloha Petroleum, Ltd [Member]
Sep. 30, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Aloha Petroleum, Ltd [Member]
Sep. 30, 2014
Successor [Member]
MACS [Member]
Dec. 31, 2014
Successor [Member]
MACS [Member]
Dec. 31, 2014
Environmental Remediation Contingency [Domain]
Aloha Petroleum, Ltd [Member]
Total revenue
 
 
 
 
$ 548,205,000 
$ 1,341,622,000 
$ 1,889,827,000 
$ 24,748,000 
$ 142,860,000 
$ 509,300,000 
 
Number of Fuel Storage Terminals
 
 
 
6 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets
96,749,000 
 
68,269,000 
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment
463,772,000 
 
99,292,000 
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill
118,610,000 
 
154,807,000 
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill
90,676,000 
 
10,686,000 
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets
46,838,000 
 
636,000 
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities
(45,151,000)
 
(20,612,000)
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities
(186,661,000)
 
(33,095,000)
 
 
 
 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net
584,833,000 
 
279,983,000 
 
 
624,215,000 
624,215,000 
 
 
 
 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents
(60,798,000)
 
(30,597,000)
 
 
 
 
 
 
 
 
Business Combination, Contingent Consideration, Liability
 
 
12,979,000 
 
 
 
 
 
 
 
 
Escrow Deposit
 
 
 
 
 
 
 
 
 
 
2,100,000 
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Net of Cash Received
(505,015,000)
 
236,407,000 
 
 
 
 
 
 
 
 
Number of Fuel Branded Stations
 
 
 
100 
 
 
 
 
 
 
 
Payments to Acquire Businesses, Gross
 
267,000,000 
 
 
 
 
 
 
 
 
 
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs
 
 
2,802,000 
 
 
 
 
 
 
 
 
Net income and comprehensive income
 
 
 
 
$ 4,122,000 
 
$ 35,276,000 
$ 675,000 
$ 5,878,000 
$ 31,868,000 
 
Merger and Acquisitions (Pro Forma) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Business Combinations [Abstract]
 
 
Business Acquisition, Pro Forma Revenue
$ 7,132,272 
$ 6,733,351 
Business acquisition pro forma net income (loss) attributable to partners
$ 87,638 
$ 63,301 
Variable Interest Entity (Details) (USD $)
Dec. 31, 2014
site
Variable Interest Entity [Line Items]
 
Number of Sites from Variable Interest Entities
35 
Number of Leases from Variable Interest Entities
35 
Total Debt Assumption Rights of Variable Interest Entities
$ 54,300,000 
Gross Purchase Option
20,000,000 
Variable Interest Entity, Primary Beneficiary [Member]
 
Variable Interest Entity [Line Items]
 
Receivables from affiliates
3,484,000 
Property, Plant and Equipment, Net
45,340,000 
Other Assets, Noncurrent
3,665,000 
Accounts Payable and Accrued Liabilities
0 
Long-term Debt and Capital Lease Obligations, Including Current Maturities
56,000,000 
Other Liabilities, Noncurrent
$ 1,190,000 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Trade Accounts Receivable [Member]
Dec. 31, 2014
Credit Card Receivable [Member]
Dec. 31, 2014
Vendor receivables for rebates, branding and other [Member]
Dec. 31, 2014
Other Receivables [Member]
Dec. 31, 2014
Affiliated Entity [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Trade Accounts Receivable [Member]
Dec. 31, 2013
Predecessor [Member]
Credit Card Receivable [Member]
Dec. 31, 2013
Predecessor [Member]
Vendor receivables for rebates, branding and other [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
$ 56,006 
$ 3,681 
$ 2,820 
$ 2,795 
 
 
$ 68,473 
$ 0 
$ 0 
$ 855 
 
Allowance for uncollectible accounts, trade
(1,220)
 
 
 
 
(323)
(323)
 
 
 
 
Accounts receivables, net
 
 
 
 
 
69,005 
 
 
 
 
 
Receivables from affiliates
 
 
 
 
$ 32,700 
$ 49,879 
 
 
 
 
$ 49,900 
Accounts Receivable (Allowance for doubtful accounts) (Details) (USD $)
In Thousands, unless otherwise specified
4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2011
Predecessor [Member]
Allowance for Credit Losses on Financing Receivables [Line Items]
 
 
 
 
 
 
Allowance for Doubtful Accounts Receivable
$ 1,220 
$ 521 
$ 521 
$ 323 
$ 103 
$ 167 
Allowance for Doubtful Accounts Receivable, Additions Charged to Costs and Expenses
360 
 
270 
360 
103 
 
Allowance for Doubtful Accounts Receivable, Write-offs
321 
 
72 
140 
0 
 
Allowance for Doubtful Accounts Retained by Parent
0 
 
0 
0 
167 
 
Allowance for Doubtful Accounts Acquired through Business Acquisitions
$ 660 
 
$ 0 
$ 0 
$ 0 
 
Inventories (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Schedule Of Inventory [Line Items]
 
 
 
 
Inventory Adjustments
$ 7,200,000 
$ 800,000 
 
 
Inventory Write-down
13,600,000 
 
 
 
Fuel-retail
 
 
0 
20,280,000 
Fuel-other wholesale
 
 
8,160,000 
11,503,000 
Fuel-consignment
 
 
2,103,000 
4,521,000 
Merchandise
 
 
0 
11,502,000 
Other
 
 
859,000 
840,000 
Inventories, net
 
 
$ 11,122,000 
$ 48,646,000 
Property And Equipment (Details) (USD $)
4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
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]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Land [Member]
Dec. 31, 2014
Successor [Member]
Buildings and leasehold improvements [Member]
Dec. 31, 2014
Successor [Member]
Equipment [Member]
Dec. 31, 2014
Successor [Member]
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Total property and equipment
 
 
$ 193,566,000 
 
$ 68,213,000 
$ 83,328,000 
$ 34,703,000 
$ 7,322,000 
$ 937,601,000 
$ 311,773,000 
$ 331,761,000 
$ 289,841,000 
$ 4,226,000 
Accumulated depreciation
 
 
(13,439,000)
 
 
 
 
 
(32,136,000)
 
 
 
 
Property, Plant and Equipment, Net
 
 
180,127,000 
 
 
 
 
 
905,465,000 
 
 
 
 
Depreciation expense
$ 12,600,000 
$ 7,600,000 
$ 5,300,000 
$ 3,700,000 
 
 
 
 
 
 
 
 
 
Goodwill (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2013
Wholesale Segment [Member]
Predecessor [Member]
Dec. 31, 2014
Wholesale Segment [Member]
Successor [Member]
Dec. 31, 2013
Retail Segment [Member]
Predecessor [Member]
Dec. 31, 2014
Retail Segment [Member]
Successor [Member]
Dec. 31, 2014
ETP Push Down Accounting [Member]
Predecessor [Member]
Dec. 31, 2014
ETP Push Down Accounting [Member]
Wholesale Segment [Member]
Predecessor [Member]
Dec. 31, 2014
ETP Push Down Accounting [Member]
Retail Segment [Member]
Predecessor [Member]
Dec. 31, 2014
MACS [Member]
Predecessor [Member]
Dec. 31, 2014
MACS [Member]
Wholesale Segment [Member]
Predecessor [Member]
Dec. 31, 2014
MACS [Member]
Retail Segment [Member]
Predecessor [Member]
Dec. 31, 2014
Aloha Petroleum, Ltd [Member]
Predecessor [Member]
Dec. 31, 2014
Aloha Petroleum, Ltd [Member]
Wholesale Segment [Member]
Predecessor [Member]
Dec. 31, 2014
Aloha Petroleum, Ltd [Member]
Retail Segment [Member]
Predecessor [Member]
Goodwill [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill, beginning balance
$ 12,936 
$ 863,458 
$ 12,936 
$ 707,264 
$ 0 
$ 156,194 
 
 
 
 
 
 
 
 
 
Goodwill, Acquired During Period
9,887 
 
9,887 
 
0 
 
567,219 
567,219 
0 
118,609 
57,776 
60,833 
154,807 
59,446 
95,361 
Goodwill, ending balance
$ 22,823 
$ 863,458 
$ 22,823 
$ 707,264 
$ 0 
$ 156,194 
 
 
 
 
 
 
 
 
 
Intangible Assets (Details) (USD $)
4 Months Ended 12 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2014
Dec. 31, 2014
Dec. 31, 2014
Trade Names [Member]
Dec. 31, 2014
Franchise Rights [Member]
Dec. 31, 2014
Customer Relations and Supply Agreements [Member]
Dec. 31, 2014
Leasehold Arrangements [Member]
Dec. 31, 2014
Loan origination commitments [Member]
Dec. 31, 2014
Other [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Trade Names [Member]
Dec. 31, 2013
Predecessor [Member]
Franchise Rights [Member]
Dec. 31, 2013
Predecessor [Member]
Customer Relations and Supply Agreements [Member]
Dec. 31, 2013
Predecessor [Member]
Leasehold Arrangements [Member]
Dec. 31, 2013
Predecessor [Member]
Loan origination commitments [Member]
Dec. 31, 2013
Predecessor [Member]
Other [Member]
Dec. 31, 2014
Minimum [Member]
Customer Relations and Supply Agreements [Member]
Dec. 31, 2014
Maximum [Member]
Customer Relations and Supply Agreements [Member]
Aug. 31, 2014
2012 Revolver [Member]
Revolving Credit Agreement [Member]
Predecessor [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average amortization period
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
 
 
 
5 years 
20 years 
 
Intangible Impairment Charges
 
$ 2,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of Intangible Assets
3,900,000 
 
 
 
 
 
 
 
2,900,000 
3,400,000 
3,300,000 
 
 
 
 
 
 
 
 
 
Amortization of deferred financing fees
 
 
 
 
 
 
 
 
313,000 
381,000 
102,000 
 
 
 
 
 
 
 
 
 
Write off of Deferred Debt Issuance Cost
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,600,000 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-lived intangible assets, Gross carrying amount
197,993,000 
197,993,000 
8,937,000 
329,000 
176,997,000 
2,810,000 
7,611,000 
1,309,000 
 
35,044,000 
 
0 
0 
31,982,000 
236,000 
2,437,000 
389,000 
 
 
 
Finite-lived intangible assets, Accumulated amortization
25,885,000 
25,885,000 
0 
0 
25,081,000 
140,000 
381,000 
283,000 
 
12,272,000 
 
0 
0 
11,705,000 
51,000 
483,000 
33,000 
 
 
 
Finite-lived intangible assets, Net
 
 
8,937,000 
329,000 
151,916,000 
2,670,000 
7,230,000 
1,026,000 
 
 
 
0 
0 
20,277,000 
185,000 
1,954,000 
356,000 
 
 
 
Intangible assets, net
 
 
 
 
 
 
 
 
 
22,772,000 
 
 
 
 
 
 
 
 
 
 
Amortization 2015
13,436,000 
13,436,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization 2016
12,966,000 
12,966,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization 2017
12,512,000 
12,512,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization 2018
11,953,000 
11,953,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization 2019
11,678,000 
11,678,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization after 2019
102,333,000 
102,333,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest 2015
1,522,000 
1,522,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest 2016
1,522,000 
1,522,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest 2017
1,522,000 
1,522,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest 2018
1,522,000 
1,522,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest 2019
1,142,000 
1,142,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest over 2019
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Accrued Expenses And Other Current Liabilities [Line Items]
 
 
Wage and other employee-related accrued expenses
$ 0 
$ 6,230 
Franchise agreement termination accrual
0 
4,579 
Accrued tax expense
5,817 
18,326 
Deposits and other
5,610 
12,746 
Accrued expenses and other current liabilities
$ 11,427 
$ 41,881 
Long-Term Debt (Details) (USD $)
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Uphoff properties senior term loan [Member]
Dec. 31, 2013
Predecessor [Member]
SUN Term Loan [Member]
Term Loan [Member]
Dec. 31, 2013
Predecessor [Member]
2012 Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2013
Predecessor [Member]
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2013
Predecessor [Member]
Notes Payable, Six and Four Percent [Member]
Other Notes Payables [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Uphoff properties senior term loan [Member]
Dec. 31, 2014
Successor [Member]
SUN Term Loan [Member]
Term Loan [Member]
Dec. 31, 2014
Successor [Member]
2012 Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2014
Successor [Member]
2014 Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2014
Successor [Member]
Notes Payable, Six and Four Percent [Member]
Other Notes Payables [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Sale Leaseback Transaction, Amount Due under Financing Arrangement
$ 0 
 
 
 
 
 
$ 126,643,000 
 
 
 
 
 
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities
 
0 
 
 
 
 
 
56,452,000 
 
 
 
 
2012 Revolver, bearing interest at Prime or LIBOR plus an applicable margin
 
 
 
156,210,000 
0 
 
 
 
 
0 
683,378,000 
 
Notes payable, bearing interest at 6% and 4%
 
 
 
 
 
4,075,000 
 
 
 
 
 
3,552,000 
Capital Lease Obligations
0 
 
 
 
 
 
0 
 
 
 
 
 
Total debt
186,151,000 
 
25,866,000 
 
 
 
870,518,000 
 
0 
 
 
 
Long-term Debt, Current Maturities
525,000 
 
 
 
 
 
13,757,000 
 
 
 
 
 
Long-term debt, net of current maturities
$ 185,626,000 
 
 
 
 
 
$ 856,761,000 
 
 
 
 
 
Long-Term Debt (Maturities) (Details) (USD $)
Dec. 31, 2014
Debt Instrument [Line Items]
 
Debt Maturities-2015
$ 13,756,958,000 
Debt Maturities-2016
12,104,404,000 
Debt Maturities-2017
38,869,641,000 
Debt Maturities-2018
5,422,840,000 
Debt Maturities-2019
689,086,711,000 
Debt Maturities-after 2019
111,277,252,000 
Debt Maturities-Total
$ 870,518,000,000 
Long-Term Debt (Term Loans) (Details) (SUN Term Loan [Member], Term Loan [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Sep. 25, 2012
Dec. 31, 2014
Predecessor [Member]
Federal Funds Rate [Member]
Dec. 31, 2014
Predecessor [Member]
LIBOR [Member]
Dec. 31, 2014
Predecessor [Member]
LIBOR plus Federal Funds Rate or LIBOR plus Prime Rate [Member]
Debt Instrument [Line Items]
 
 
 
 
Face amount
$ 180.7 
 
 
 
Basis spread on variable rate
 
0.50% 
1.00% 
0.25% 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
12 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Standby Letters of Credit [Member]
Dec. 31, 2014
Incremental Addition to Federal Funds Rate [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Incremental Addition to One Month LIBOR [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Minimum [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Maximum [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2013
Predecessor [Member]
Sep. 25, 2012
Predecessor [Member]
Revolving Credit Agreement [Member]
Initial 2012 Revolver [Member]
Aug. 31, 2014
Predecessor [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Minimum [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Maximum [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
Predecessor [Member]
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Revolving Credit Agreement [Member]
2012 Revolver [Member]
Dec. 31, 2014
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Applicable Margin on Base Rate Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
External Credit Rating, Investment Grade [Member]
Minimum [Member]
Applicable Margin on LIBOR Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Applicable Margin on Base Rate Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Dec. 31, 2014
External Credit Rating, Investment Grade [Member]
Maximum [Member]
Applicable Margin on LIBOR Loan [Member]
Revolving Credit Agreement [Member]
2014 Revolver [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
$ 1,250,000,000 
 
 
 
 
 
 
 
 
 
 
$ 250,000,000 
 
$ 400,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in additional borrowings
250,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
100,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
0.50% 
1.00% 
 
0.50% 
1.50% 
 
1.50% 
2.50% 
 
 
 
 
 
1.00% 
2.00% 
 
2.25% 
3.25% 
 
0.125% 
1.125% 
 
1.00% 
2.00% 
Commitment fee percentage
 
 
 
 
0.25% 
 
 
0.35% 
 
 
 
 
 
 
0.375% 
 
 
0.50% 
 
 
0.125% 
 
 
0.275% 
 
 
Write off of Deferred Debt Issuance Cost
 
 
 
 
 
 
 
 
 
 
 
 
1,600,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated total leverage ratio
5.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving lines of credit
683,400,000 
 
 
 
 
 
 
 
 
 
156,210,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of credit outstanding
 
11,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current borrowing capacity
554,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Covenant, Adjusted Leverage Ratio During Acquisition Period
6.00 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minimum Purchase Price Threshold For Leverage Ratio Adjustment
$ 50,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Additional Collateral For Debt
66.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt (Guaranty of Debt) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Revolving Credit Facility and Term Loan [Member]
Guaranty of Collection [Member]
Sep. 25, 2012
Term Loan [Member]
SUN Term Loan [Member]
Debt Instrument [Line Items]
 
 
Amount of debt guaranteed
$ 180.7 
 
Amount of debt guaranteed
 
$ 180.7 
Long-Term Debt (Variable Interest Entity Debt) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Collateralized by certain real and personal property [Member]
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
4.50% 
Collateralized by equipment and property [Member]
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
5.40% 
Variable Rate [Domain] |
Collateralized by certain real and personal property [Member]
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
3.75% 
Penalty [Member] |
Collateralized by certain real and personal property [Member]
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
3.00% 
Uphoff properties senior term loan [Member] |
Successor [Member]
 
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities
$ 56,452 
Uphoff properties senior term loan [Member] |
Successor [Member] |
Collateralized by certain real and personal property [Member]
 
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities
34,000 
Uphoff properties senior term loan [Member] |
Successor [Member] |
Collateralized by equipment and property [Member]
 
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities
$ 22,440 
Interest Rate Floor [Member] |
Collateralized by certain real and personal property [Member]
 
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent
4.50% 
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) (Successor [Member], USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Successor [Member]
 
Sale Leaseback Transaction, Imputed Interest Rate
5.125% 
Sale Leaseback Transaction, Amount Due under Financing Arrangement
$ 126,643 
Long-Term Debt (Other Debt) (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2014
Notes Payable - 6% [Member]
Other Notes Payables [Member]
Dec. 31, 2014
Notes Payable, Four Percent [Member]
Other Notes Payables [Member]
Dec. 31, 2013
Predecessor [Member]
Notes Payable, Four Percent [Member]
Other Notes Payables [Member]
Dec. 31, 2014
Successor [Member]
Debt Instrument [Line Items]
 
 
 
 
 
Face amount
 
$ 1,200,000 
$ 3,000,000 
 
 
Notes payable
 
1,100,000 
2,500,000 
3,000,000 
 
Stated interest rate
 
6.00% 
4.00% 
 
 
Debt at fair value
870,600,000 
 
 
 
 
Capital Leased Assets, Gross
 
 
 
 
1,400,000 
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation
 
 
 
 
$ 1,200,000 
Long-Term Debt (Fair Value Measurements) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Derivatives, Fair Value [Line Items]
 
Money Market Funds, at Carrying Value
$ 16.0 
Benefit Plans (Details) (USD $)
In Millions, unless otherwise specified
4 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Deferred Compensation Expense [Line Items]
 
 
 
 
Deferred Compensation Arrangement with Individual, Compensation Expense
$ 0.5 
$ 0.3 
$ 0.7 
$ 0.7 
Related-Party Transactions (Details) (USD $)
3 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Affiliated Entity [Member]
agreement
stores
Aug. 31, 2014
Affiliated Entity [Member]
Predecessor [Member]
stores
Dec. 31, 2013
Affiliated Entity [Member]
Predecessor [Member]
stores
Dec. 31, 2012
Affiliated Entity [Member]
Predecessor [Member]
stores
Dec. 31, 2014
Affiliated Entity [Member]
Successor [Member]
stores
Dec. 31, 2014
ETP [Member]
Affiliated Entity [Member]
Dec. 31, 2014
Variable Interest Entity, Primary Beneficiary [Member]
Dec. 31, 2013
Variable Interest Entity, Primary Beneficiary [Member]
Predecessor [Member]
Dec. 31, 2014
Variable Interest Entity, Primary Beneficiary [Member]
Successor [Member]
Dec. 31, 2014
Variable Interest Entity, Primary Beneficiary [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 
 
 
 
 
 
 
 
 
 
Commercial Agreement, Initial Term
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
 
Exclusive distributor term
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
Participation in acquisitions term
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
Motor fuel sales to affiliates
 
$ 2,200,394,000 
$ 2,974,122,000 
$ 2,570,757,000 
$ 873,842,000 
 
$ 2,200,000 
$ 2,974,000 
$ 2,571,000 
$ 874,000 
 
 
 
 
 
Gross profit from related parties
 
 
 
 
12,367,000 
 
23,000 
32,000 
8,000 
12,000 
 
 
 
 
 
Bulk Fuel Purchases from ETP
 
 
 
 
52,474 
 
0 
0 
0 
 
 
 
 
 
 
General and administrative expenses from related parties
 
 
 
 
 
 
5,000 
2,000 
1,621,000 
1,000 
 
 
 
 
 
Allocated costs of employees supporting operations
 
 
 
 
 
 
9,000 
11,000 
2,897,000 
4,000 
 
 
 
 
 
Cash distributions to Parent
206,342,000 
16,668,000 
19,969,000 
 
 
 
17,000 
20,000 
312,000 
8,187 
 
 
 
 
 
Incentive Distribution to Affiliate
 
64,000 
0 
0 
1,146,000 
 
0 
0 
0 
0 
 
 
 
 
 
Charge for Transportation Services
 
 
 
 
 
 
38,000 
50,000 
11,891,000 
20,000 
 
 
 
 
 
Cost for Convenience Stores Acquired
 
 
 
 
 
 
81,000 
104,000 
29,000 
71,000 
 
 
 
 
 
Rental Income from Affiliate
 
 
 
 
 
 
9,117 
6,441 
147,000 
6,299 
 
 
 
 
 
Number of Convenience Store Properties Acquired
 
 
 
 
 
 
18 
25 
8,000 
15 
 
 
 
 
 
Receivables from affiliates
 
 
49,879,000 
 
36,716,000 
32,700,000 
 
49,900,000 
 
 
500,000 
3,484,000 
0 
3,484,000 
3,500,000 
Accounts payable to affiliates
 
 
$ 0 
 
$ 3,112,000 
 
 
 
 
 
$ 3,100,000 
 
 
 
 
Commitments And Contingencies (Leases)(Details) (USD $)
8 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Minimum [Member]
Dec. 31, 2014
Maximum [Member]
Operating Leased Assets [Line Items]
 
 
 
 
 
 
Lessor Leasing Arrangements, Operating Leases, Term of Contract
 
 
 
 
5 years 
15 years 
Store base rent
$ 562,000 
$ 819,000 
$ 3,074,000 
$ 3,220,000 
 
 
Equipment rent
155,000 
175,000 
453,000 
200,000 
 
 
Total cash rent
717,000 
994,000 
3,527,000 
3,420,000 
 
 
Straight-line rent
12,000 
20,000 
0 
39,000 
 
 
Net rent expense
729,000 
1,014,000 
3,527,000 
3,459,000 
 
 
Operating Leases, Rent Expense, Sublease Rentals
$ 600,000 
$ 900,000 
$ 2,100,000 
$ 600,000 
 
 
Commitments And Contingencies (Leases, Future Minimum Payments) (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Leases, Future Minimum Payments [Line Items]
 
2015
$ 16,210 
2016
15,349 
2017
12,661 
2018
11,184 
2019
10,617 
Thereafter
91,943 
Total
$ 157,964 
Commitments And Contingencies (Environmental Remediation) (Details) (USD $)
12 Months Ended
Dec. 31, 2014
site
Dec. 31, 2013
Site Contingency [Line Items]
 
 
Environmental Remediation Insurance per Occurrence
$ 1,000,000 
 
Environmental Remediation, Sites
38 
 
Accrued Environmental Loss Contingencies, Noncurrent
800,000 
0 
Minimum [Member]
 
 
Site Contingency [Line Items]
 
 
Environmental Remediations Aggregate Insurance Amount
2,000,000 
 
Environmental Remediation Self-Insurance Retention
100,000 
 
Maximum [Member]
 
 
Site Contingency [Line Items]
 
 
Environmental Remediations Aggregate Insurance Amount
3,000,000 
 
Environmental Remediation Self-Insurance Retention
500,000 
 
MACS [Member]
 
 
Site Contingency [Line Items]
 
 
Environmental Remediation, Sites
7 
 
Aloha Petroleum, Ltd [Member]
 
 
Site Contingency [Line Items]
 
 
Environmental Remediation, Sites
31 
 
Environmental Remediation Contingency [Domain] |
Aloha Petroleum, Ltd [Member]
 
 
Site Contingency [Line Items]
 
 
Escrow Deposit
$ 2,100,000 
 
Commitments And Contingencies (Deferred Branding Incentives) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Deferred Revenue Arrangement [Line Items]
 
 
Deferred Branding Incentives Possibility Of Repayment
$ 16.4 
 
Deferred Branding Incentives Possibility Of Repayment by Branded Dealers
11.2 
 
Deferred Revenue, Noncurrent
$ 1.9 
$ 2.0 
Rental Income under Operating Leases (Details) (USD $)
In Thousands, unless otherwise specified
8 Months Ended 12 Months Ended 4 Months Ended
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Land [Member]
Dec. 31, 2013
Predecessor [Member]
Building and Building Improvements [Member]
Dec. 31, 2013
Predecessor [Member]
Equipment [Member]
Dec. 31, 2013
Predecessor [Member]
Property and Equipment [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Land [Member]
Dec. 31, 2014
Successor [Member]
Building and Building Improvements [Member]
Dec. 31, 2014
Successor [Member]
Equipment [Member]
Dec. 31, 2014
Successor [Member]
Property and Equipment [Member]
Operating Leased Assets [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Total property and equipment
 
$ 193,566 
 
$ 66,931 
$ 69,313 
$ 38,644 
$ 174,888 
$ 937,601 
$ 269,093 
$ 285,466 
$ 87,668 
$ 642,227 
Accumulated depreciation
 
(13,439)
 
 
 
 
(8,872)
(32,136)
 
 
 
(37,994)
Property, Plant and Equipment, Net
 
180,127 
 
 
 
 
166,016 
905,465 
 
 
 
604,233 
Rental income
$ 11,690 
$ 10,060 
$ 5,045 
 
 
 
 
$ 16,020 
 
 
 
 
Rental Income under Operating Leases (Minimum Future Rental Income) (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Rental Income Under Operating Leases [Abstract]
 
Minimum Future Rental Income - 2015
$ 52,749 
Minimum Future Rental Income - 2016
39,229 
Minimum Future Rental Income - 2017
31,796 
Minimum Future Rental Income - 2018
27,475 
Minimum Future Rental Income - 2019
25,982 
Minimum Future Rental Income - Thereafter
210,593 
Minimum Future Rental Income, Total
$ 387,824 
Interest Expense And Interest Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 4 Months Ended
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Interest Expense and Interest Income [Line Items]
 
 
 
 
 
 
Interest paid
 
$ 4,516 
 
$ 3,356 
$ 940 
$ 7,652 
Amortization of loan costs
 
313 
 
381 
102 
1,987 
Interest Income, Cash
 
(62)
 
(266)
(233)
(77)
Interest expense, net
$ 540 
$ 4,767 
$ 269 
$ 3,471 
$ 809 
$ 9,562 
Income Tax (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Tax Contingency [Line Items]
 
 
Margin tax
0.50% 
 
Non-qualifying income %
10.00% 
 
Difference between Net Federal Tax Basis of non-taxable assets and liabilities and reported amounts
$ 4,700,000 
$ 10,000,000 
Propco [Member]
 
 
Income Tax Contingency [Line Items]
 
 
Income from operations
 
$ 3,400,000 
Income Tax Benefit and Provision (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 4 Months Ended
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Income Tax Contingency [Line Items]
 
 
 
 
 
 
Current Federal Tax Expense (Benefit)
 
$ (15)
 
$ 68 
$ 2,321 
$ 2,335 
Current State and Local Tax Expense (Benefit)
 
252 
 
302 
284 
705 
Current Income Tax Expense (Benefit)
 
237 
 
370 
2,605 
3,040 
Deferred Federal Income Tax Expense (Benefit)
 
(19)
 
70 
2,416 
(906)
Deferred State and Local Income Tax Expense (Benefit)
 
0 
 
0 
12 
0 
Deferred income tax
 
(19)
 
70 
2,428 
(906)
Income Tax Expense (Benefit)
$ 224 
$ 218 
$ 4,809 
$ 440 
$ 5,033 
$ 2,134 
Reconciliation of Statutory Federal Income Tax Rate (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Aug. 31, 2014
MACS [Member]
Predecessor [Member]
Dec. 31, 2013
MACS [Member]
Predecessor [Member]
Dec. 31, 2012
MACS [Member]
Predecessor [Member]
Dec. 31, 2014
MACS [Member]
Successor [Member]
Operating Loss Carryforwards [Line Items]
 
 
 
 
 
 
 
 
 
 
Tax at statutory federal rate
 
$ 7,955 
 
$ 13,113 
$ 7,911 
$ 13,095 
 
 
 
 
Tax at statutory federal rate, Percent
 
35.00% 
 
35.00% 
35.00% 
35.00% 
 
 
 
 
Partnership earnings not subject to tax
 
(7,598)
 
(13,028)
(3,128)
8,324 
0 
0 
0 
3,097 
Partnership earnings no subject to tax, Percent
 
(33.40%)
 
(34.80%)
(13.80%)
22.20% 
0.00% 
0.00% 
0.00% 
8.30% 
State and local tax, net of federal benefit
 
164 
 
301 
217 
392 
 
 
 
 
State and local tax, net of federal benefit, Percent
 
0.70% 
 
0.80% 
1.00% 
1.00% 
 
 
 
 
Other income tax
 
(303)
 
54 
33 
68 
 
 
 
 
Other income tax, Percent
 
(1.40%)
 
0.20% 
0.10% 
0.20% 
 
 
 
 
Income Tax Expense (Benefit)
$ 224 
$ 218 
$ 4,809 
$ 440 
$ 5,033 
$ 2,134 
 
 
 
 
Effective Income Tax Rate
 
0.90% 
 
1.20% 
22.30% 
5.70% 
 
 
 
 
Deferred Tax Assets and Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2014
Successor [Member]
Tax Credit Carryforward [Line Items]
 
 
Deferred Tax Assets, Goodwill and Intangible Assets
$ 0 
$ 35,096 
Deferred Tax Assets, Other
0 
3,011 
Net operating loss carry forwards
1,174 
0 
Total deferred tax assets
1,174 
38,107 
Deferred Tax Liabilities, Fixed assets
1,381 
20,290 
Deferred Tax Liabilities, Intangible Assets
15 
300 
Total deferred tax liabilities
1,396 
20,590 
Net deferred income tax assets (liabilities)
(222)
 
Deferred Tax Assets, Net
 
(17,517)
Current net deferred tax assets (liabilities)
0 
 
Deferred Tax Assets, Net, Current
 
2,624 
Noncurrent net deferred tax assets (liabilities)
(222)
0 
Deferred tax asset, long-term portion
$ 0 
$ 14,893 
Partners' Capital (Details)
4 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Sep. 25, 2012
Common Unitholders - Public [Member]
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
Limited Partners' Capital Account, Units Outstanding
20,036,329 
 
 
ETP [Member]
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
Ownership Percentage
42.80% 
50.10% 
50.10% 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
100.00% 
 
 
ETP [Member] |
Common Unitholders - Affiliates [Member]
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
Limited Partners' Capital Account, Units Outstanding
4,062,848 
 
 
ETP [Member] |
Subordinated Units-Affiliated [Member]
 
 
 
Schedule of Partners' Capital [Line Items]
 
 
 
Limited Partners' Capital Account, Units Outstanding
10,939,436 
 
 
Partners' Capital (Allocations of Net Income) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
8 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units [Member]
Dec. 31, 2012
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2012
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Distributed Earnings
 
 
 
$ 11,261 
$ 20,251 
$ 5,098 
$ 11,178 
$ 20,167 
$ 5,098 
 
$ 27,031 
$ 12,533 
Distributions in Excess of Net Income
 
 
 
7 
(1,717)
(523)
0 
(1,674)
(523)
 
9,532 
3,228 
Net Income (Loss) Allocated to Limited Partners
 
 
 
$ 11,268 
$ 18,534 
$ 4,575 
$ 11,178 
$ 18,493 
$ 4,575 
 
$ 17,499 
$ 9,305 
Cash distributions per unit
$ 1.02 
$ 1.84 
$ 0.47 
 
 
 
 
 
 
$ 1.15 
 
 
Partners' Capital (Incentive Distribution Rights) (Details)
12 Months Ended
Dec. 31, 2014
Minimum Quarterly Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.4375 
Common Units [Member] |
Minimum Quarterly Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
100.00% 
Common Units [Member] |
First Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
100.00% 
Common Units [Member] |
Second Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
85.00% 
Common Units [Member] |
Third Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
75.00% 
Common Units [Member] |
Distributions Thereafter [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
50.00% 
Subordinated Units-Affiliated [Member] |
Minimum Quarterly Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
0.00% 
Subordinated Units-Affiliated [Member] |
First Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
0.00% 
Subordinated Units-Affiliated [Member] |
Second Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
15.00% 
Subordinated Units-Affiliated [Member] |
Third Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
25.00% 
Subordinated Units-Affiliated [Member] |
Distributions Thereafter [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution, Quarterly Distribution, Allocation Percentage By Party
50.00% 
Minimum [Member] |
First Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.4375 
Minimum [Member] |
Second Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.503125 
Minimum [Member] |
Third Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.546875 
Minimum [Member] |
Distributions Thereafter [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.656250 
Maximum [Member] |
First Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.503125 
Maximum [Member] |
Second Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.546875 
Maximum [Member] |
Third Target Distribution [Member]
 
Target Distribution to Limited Partner [Line Items]
 
Incentive Distribution Quarterly Distribution Target Amount
$ 0.656250 
Partners' Capital (Cash Distributions) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
August 29, 2014 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.5197 
Distributions to Unitholders
$ 11,413 
Incentive Distribution, Distribution
64 
November 28, 2014 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.5457 
Distributions to Unitholders
18,541 
Incentive Distribution, Distribution
255 
May 30, 2014 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.5021 
Distributions to Unitholders
11,026 
Incentive Distribution, Distribution
0 
February 28, 2014 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.4851 
Distributions to Unitholders
10,650 
Incentive Distribution, Distribution
0 
November 29, 2013 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.4687 
Distributions to Unitholders
10,290 
Incentive Distribution, Distribution
0 
August 29, 2013 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.4528 
Distributions to Unitholders
9,907 
Incentive Distribution, Distribution
0 
May 30, 2013 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.4375 
Distributions to Unitholders
9,572 
Incentive Distribution, Distribution
0 
March 1, 2013 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.4375 
Distributions to Unitholders
9,572 
Incentive Distribution, Distribution
0 
November 29, 2012 [Member]
 
Cash Distribution Made to Limited Partner [Line Items]
 
Distribution Made to Limited Partner, Distributions Paid, Per Unit
$ 0.0285 
Distributions to Unitholders
624 
Incentive Distribution, Distribution
$ 0 
Unit-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 8 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended 8 Months Ended
Dec. 31, 2014
Phantom Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Phantom Common Units [Member]
Dec. 31, 2013
Predecessor [Member]
Phantom Common Units [Member]
Dec. 31, 2012
Predecessor [Member]
Phantom Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Allocated From SUSS [Member]
Dec. 31, 2013
Predecessor [Member]
Allocated From SUSS [Member]
Dec. 31, 2012
Predecessor [Member]
Allocated From SUSS [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Phantom Common Units [Member]
Dec. 31, 2014
Successor [Member]
Allocated From SUSS [Member]
Aug. 31, 2014
2012 Long Term Incentive Plan [Member]
Predecessor [Member]
Phantom Common Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
3 years 8 months 15 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash unit based compensation expense
 
$ 4,692 
$ 1,935 
$ 911 
$ 604 
$ 530 
$ 101 
 
 
 
$ 1,388 
$ 394 
 
 
Allocated Share-based Compensation Expense
 
 
 
 
 
 
 
$ 4,088 
$ 1,405 
$ 810 
 
 
$ 994 
$ 2,800 
Unit-Based Compensation (Phantom Common Unit Awards) (Details) (Phantom Common Units [Member], USD $)
4 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 8 Months Ended
Dec. 31, 2014
Aug. 31, 2014
Predecessor [Member]
2012 LTIP [Member]
Sep. 30, 2014
Predecessor [Member]
2012 LTIP [Member]
Dec. 31, 2013
Predecessor [Member]
2012 LTIP [Member]
Dec. 31, 2012
Predecessor [Member]
2012 LTIP [Member]
Aug. 31, 2014
Allocated From ETP [Member]
2012 LTIP [Member]
Nonvested, Number of Shares [Roll Forward]
 
 
 
 
 
 
Non-vested at beginning of the period, Shares
 
36,963 
36,963 
32,500 
 
 
Granted, shares
241,235 
6,354 
6,354 
15,815 
32,500 
 
Vested, shares
 
 
(40,317)
(11,352)
 
 
Forfeited, shares
 
 
(3,000)
 
 
 
Non-vested at end of period, Shares
241,235 
0 
 
36,963 
32,500 
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
 
 
 
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value
 
$ 21.66 
$ 21.66 
$ 18.93 
 
 
Granted, Weighted Average Grant Date Fair Value
$ 45,500.00 
 
$ 33.24 
$ 27.15 
 
 
Vested, Weighted Average Grant Date Fair Value
 
 
$ 23.72 
$ 21.50 
 
 
Forfeited, Weighted Average Grant Date Fair Value
 
 
$ 18.42 
 
 
 
Non-vested at end of period, Weighted Average Grant Date Fair Value
$ 45,500.00 
$ 0.00 
 
$ 21.66 
$ 18.93 
 
Cost not yet recognized, share-based awards other than options
$ 9,700,000 
 
 
 
 
 
Fair value of nonvested awards oustanding
11,000,000 
 
 
 
 
 
Fair value of phantom units vested
1,000,000 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost
 
 
 
 
 
400,000 
Allocated Share-based Compensation Expense
 
$ 2,800,000 
 
 
 
 
Segment Reporting (Details) (USD $)
In Thousands, unless otherwise specified
12 Months Ended 1 Months Ended 3 Months Ended 4 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
gal
Dec. 31, 2014
Successor [Member]
gal
Dec. 31, 2014
Successor [Member]
Wholesale Segment [Member]
gal
Dec. 31, 2014
Successor [Member]
Retail Segment [Member]
gal
Dec. 31, 2014
Successor [Member]
Intersegment Eliminations [Member]
gal
Dec. 31, 2014
Successor [Member]
Other Segments [Member]
gal
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
Motor fuel sales to third parties
 
 
 
$ 941,243 
$ 712,348 
$ 228,895 
$ 0 
$ 0 
Motor fuel sales to affiliates
 
 
 
873,842 
873,842 
0 
0 
0 
Merchandise sales
 
 
39,277 
52,275 
0 
52,275 
0 
0 
Rental and other income
 
 
16,398 
22,467 
14,480 
1,688 
0 
6,299 
Intersegment sales
 
 
 
0 
117,351 
0 
(117,351)
0 
Total revenue
 
548,205 
1,341,622 
1,889,827 
1,718,021 
282,858 
(117,351)
6,299 
Motor fuel sales to third parties
 
 
 
68,259 
37,867 
30,392 
0 
0 
Motor fuel sales to affiliates
 
 
 
12,367 
12,367 
0 
0 
0 
Gross Profit, Merchandise
 
 
10,213 
13,455 
0 
13,455 
0 
0 
Gross Profit, Other, Including Rental Income
 
 
15,402 
21,164 
13,177 
1,688 
0 
6,299 
Gross profit
 
 
93,184 
115,245 
63,411 
45,535 
0 
6,299 
Operating Expenses
 
 
 
68,273 
32,802 
23,594 
0 
11,877 
Income from operations
 
 
39,643 
46,972 
30,609 
21,941 
0 
(5,578)
Unallocated Interest Expense
 
 
 
(9,562)
0 
0 
0 
(9,562)
Income before income taxes
 
 
 
37,410 
30,609 
21,941 
0 
(15,140)
Capital expenditures
 
 
 
82,015 
77,583 
4,432 
0 
0 
Gallons of fuel
 
 
606,635,000 
799,121,000 
774,016,000 
83,419,000 
(58,314,000)
0 
Assets
 
 
$ 2,197,481 
$ 2,197,481 
$ 1,150,749 
$ 415,163 
$ 0 
$ 631,569 
Number of Operating Segments
2 
 
 
 
 
 
 
 
Net Income per Unit (Details) (USD $)
2 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended 8 Months Ended 12 Months Ended 4 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2014
Predecessor [Member]
Jun. 30, 2014
Predecessor [Member]
Mar. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
Jun. 30, 2013
Predecessor [Member]
Mar. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Dec. 31, 2014
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Sep. 30, 2014
Predecessor [Member]
Common Units [Member]
Jun. 30, 2014
Predecessor [Member]
Common Units [Member]
Mar. 31, 2014
Predecessor [Member]
Common Units [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units [Member]
Jun. 30, 2013
Predecessor [Member]
Common Units [Member]
Mar. 31, 2013
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units [Member]
Dec. 31, 2012
Predecessor [Member]
Common Units [Member]
Sep. 30, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Jun. 30, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Mar. 31, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Sep. 30, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Jun. 30, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Mar. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2012
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2012
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Sep. 30, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Aug. 31, 2014
MACS [Member]
Predecessor [Member]
Dec. 31, 2013
MACS [Member]
Predecessor [Member]
Dec. 31, 2012
MACS [Member]
Predecessor [Member]
Dec. 31, 2014
MACS [Member]
Successor [Member]
Net income and comprehensive income
$ 2,783,000 
 
 
 
 
 
 
 
 
$ 22,510,000 
 
$ 37,027,000 
$ 17,570,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4,122,000 
 
$ 35,276,000 
 
 
 
 
$ 0 
$ 0 
$ 0 
$ 5,878,000 
Distributions on Employee Unit Awards Net of Allocation to General Partner
 
 
 
 
 
 
 
 
 
0 
 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
405,000 
 
 
 
 
 
 
 
 
Income from Continuing Operations Available to Limited Partners
 
 
 
 
 
 
 
 
 
 
22,446,000 
37,027,000 
9,150,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26,804,000 
 
 
 
 
 
 
 
 
Less: Net income and comprehensive income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
0 
 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,043,000 
 
 
 
 
 
 
 
 
Net income
 
6,905,000 1
9,595,000 
10,132,000 
9,523,000 
9,597,000 
9,680,000 
8,227,000 
9,150,000 
22,510,000 
 
37,027,000 
17,570,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,575,000 
11,213,000 
18,503,000 
 
 
30,111,000 
34,233,000 
 
 
 
10,530,000 
 
 
 
 
Incentive Distribution, Distribution
 
 
 
 
 
 
 
 
 
$ 64,000 
 
$ 0 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,146,000 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,023,617 
10,964,258 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,572,373 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Equivalents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25,128 
21,844 
3,723 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,382 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,048,745 
10,986,102 
10,943,159 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,578,755 
 
 
 
 
 
 
Weighted Average Number of Subordinated Units Outstanding, Basic and Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,939,436 
10,939,436 
10,939,436 
 
 
 
 
 
 
10,939,436 
 
 
 
 
Net income per unit - basic and diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.04 1
$ 0.43 
$ 0.46 
$ 0.43 
$ 0.44 
$ 0.44 
$ 0.38 
$ 1.02 
$ 1.69 
$ 0.42 
$ 0.04 1
$ 0.43 
$ 0.46 
$ 0.43 
$ 0.44 
$ 0.44 
$ 0.38 
 
$ 1.02 
$ 1.69 
$ 0.42 
 
 
 
$ 0.83 
$ 0.85 
$ 0.83 
$ 0.85 
 
 
 
 
Quarterly Results of Operations (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
2 Months Ended 3 Months Ended 8 Months Ended 9 Months Ended 12 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 3 Months Ended 8 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended 3 Months Ended 4 Months Ended
Aug. 31, 2014
Predecessor [Member]
Sep. 30, 2014
Predecessor [Member]
gal
Jun. 30, 2014
Predecessor [Member]
gal
Mar. 31, 2014
Predecessor [Member]
gal
Dec. 31, 2013
Predecessor [Member]
gal
Sep. 30, 2013
Predecessor [Member]
gal
Jun. 30, 2013
Predecessor [Member]
gal
Mar. 31, 2013
Predecessor [Member]
gal
Dec. 31, 2012
Predecessor [Member]
Aug. 31, 2014
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Dec. 31, 2013
Predecessor [Member]
Dec. 31, 2012
Predecessor [Member]
Sep. 30, 2014
Predecessor [Member]
Common Units [Member]
Jun. 30, 2014
Predecessor [Member]
Common Units [Member]
Mar. 31, 2014
Predecessor [Member]
Common Units [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units [Member]
Sep. 30, 2013
Predecessor [Member]
Common Units [Member]
Jun. 30, 2013
Predecessor [Member]
Common Units [Member]
Mar. 31, 2013
Predecessor [Member]
Common Units [Member]
Aug. 31, 2014
Predecessor [Member]
Common Units [Member]
Dec. 31, 2013
Predecessor [Member]
Common Units [Member]
Dec. 31, 2012
Predecessor [Member]
Common Units [Member]
Sep. 30, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Jun. 30, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Mar. 31, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Sep. 30, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Jun. 30, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Mar. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2012
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Aug. 31, 2014
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2013
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2012
Predecessor [Member]
Subordinated Units-Affiliated [Member]
Sep. 30, 2014
Successor [Member]
Dec. 31, 2014
Successor [Member]
gal
Dec. 31, 2014
Successor [Member]
gal
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Common Units [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Dec. 31, 2014
Successor [Member]
Subordinated Units-Affiliated [Member]
Effect of Fourth Quarter Events [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fuel Sales Revenue
 
$ 1,424,174 1
$ 1,370,124 
$ 1,210,656 
$ 1,109,259 
$ 1,162,746 
$ 1,117,414 
$ 1,087,489 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 1,285,947 
 
 
 
 
 
Merchandise sales
 
12,998 1
0 
0 
0 
0 
0 
0 
 
0 
 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,277 
52,275 
 
 
 
 
Rental and other income
 
10,610 1
5,901 
5,931 
5,209 
4,051 
3,483 
2,928 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,398 
22,467 
 
 
 
 
Total revenues
899,577 
1,447,782 1
1,376,025 
1,216,587 
1,114,468 
1,166,797 
1,120,897 
1,090,417 
1,081,141 
3,492,189 
3,240,271 
4,492,579 
4,321,412 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
548,205 
1,341,622 
1,889,827 
 
 
 
 
Gross Profit, Fuel
 
25,427 1
17,067 
17,210 
15,774 
14,903 
14,012 
13,215 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
67,569 
 
 
 
 
 
Gross Profit, Merchandise
 
3,242 1
0 
0 
0 
0 
0 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,213 
13,455 
 
 
 
 
Gross Profit, Other, Including Rental Income
 
9,750 1
5,136 
4,910 
4,275 
3,500 
2,944 
2,341 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,402 
21,164 
 
 
 
 
Gross profit
 
38,419 1
22,203 
22,120 
20,049 
18,403 
16,956 
15,556 
15,508 
60,681 
35,994 
70,964 
51,502 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
93,184 
115,245 
 
 
 
 
Income from operations
 
11,694 1
11,489 
11,641 
10,766 
10,663 
10,530 
8,979 
9,914 
27,495 
13,498 
40,938 
23,412 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,643 
46,972 
 
 
 
 
Net income
 
$ 6,905 1
$ 9,595 
$ 10,132 
$ 9,523 
$ 9,597 
$ 9,680 
$ 8,227 
$ 9,150 
$ 22,510 
 
$ 37,027 
$ 17,570 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 4,575 
$ 11,213 
$ 18,503 
 
 
$ 30,111 
$ 34,233 
 
 
 
$ 10,530 
Net income per unit - basic and diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.04 1
$ 0.43 
$ 0.46 
$ 0.43 
$ 0.44 
$ 0.44 
$ 0.38 
$ 1.02 
$ 1.69 
$ 0.42 
$ 0.04 1
$ 0.43 
$ 0.46 
$ 0.43 
$ 0.44 
$ 0.44 
$ 0.38 
 
$ 1.02 
$ 1.69 
$ 0.42 
 
 
 
$ 0.83 
$ 0.85 
$ 0.83 
$ 0.85 
Gallons of fuel
 
510,146,000 1
461,791,000 
433,391,000 
415,587,000 
399,524,000 
389,041,000 
366,882,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
606,635,000 
799,121,000 
 
 
 
 
Motor Fuel Margin - third party
 
0.069 
0.049 
0.057 
0.052 
0.052 
0.049 
0.050 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.176 
 
 
 
 
 
Motor Fuel Margin - affiliated
 
0.030 
0.030 
0.030 
0.030 
0.030 
0.030 
0.030 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.030 
 
 
 
 
 
Motor Fuel Margin - Retail
 
0.260 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.445