SUSSER PETROLEUM PARTNERS LP, 10-Q/A filed on 12/13/2012
Amended Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2012
Nov. 9, 2012
Common Units [Member]
Nov. 9, 2012
Subordinated Units [Member]
Document Information [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Sep. 30, 2012 
 
 
Document Fiscal Year Focus
2012 
 
 
Document Fiscal Period Focus
Q3 
 
 
Entity Registrant Name
SUSSER PETROLEUM PARTNERS LP 
 
 
Entity Central Index Key
0001552275 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Non-accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
10,939,436 
10,939,436 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Current assets:
 
 
Cash and cash equivalents
$ 14,810 
$ 240 
Marketable securities
180,677 
 
Accounts receivable, net of allowance for doubtful accounts of $167 at December 31, 2011, and $0 at September 30, 2012
17,164 
 
Receivables from affiliates
21,025 
 
Inventories, net
2,834 
 
Other current assets
3 
 
Total current assets
236,513 
 
Property and equipment, net
34,217 
 
Other assets:
 
 
Goodwill
12,936 
20,661 
Intangible assets, net
23,242 
 
Other noncurrent assets
277 
 
Total assets
307,185 
 
Current liabilities:
 
 
Accounts payable
51,751 
 
Accrued expenses and other current liabilities
2,369 
 
Current maturities of long-term debt
23 
 
Total current liabilities
54,143 
 
Long-term debt
181,747 
 
Deferred tax liability, long-term portion
0 
 
Other noncurrent liabilities
2,645 
 
Total liabilities
238,535 
 
Unitholder's' equity:
 
 
Unitholders' equity
68,650 
115,813 
Total liabilities and unitholder's equity
307,185 
 
Predecessor [Member]
 
 
Current assets:
 
 
Cash and cash equivalents
 
240 
Marketable securities
 
0 
Accounts receivable, net of allowance for doubtful accounts of $167 at December 31, 2011, and $0 at September 30, 2012
 
31,760 
Receivables from affiliates
 
106,553 
Inventories, net
 
7,023 
Other current assets
 
1,836 
Total current assets
 
147,412 
Property and equipment, net
 
39,049 
Other assets:
 
 
Goodwill
0 
20,661 
Intangible assets, net
 
23,309 
Other noncurrent assets
 
885 
Total assets
 
231,316 
Current liabilities:
 
 
Accounts payable
 
98,316 
Accrued expenses and other current liabilities
 
8,010 
Current maturities of long-term debt
 
22 
Total current liabilities
 
106,348 
Long-term debt
 
1,098 
Deferred tax liability, long-term portion
 
2,595 
Other noncurrent liabilities
 
5,462 
Total liabilities
 
115,503 
Unitholder's' equity:
 
 
Unitholders' equity
0 
115,813 
Total liabilities and unitholder's equity
 
231,316 
Common Unitholders - Public [Member]
 
 
Unitholder's' equity:
 
 
Unitholders' equity
206,320 
 
Common Unitholders - Affiliates [Member]
 
 
Unitholder's' equity:
 
 
Unitholders' equity
(183)
 
Subordinated Units [Member]
 
 
Unitholder's' equity:
 
 
Unitholders' equity
$ (137,487)
 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2012
Common Unitholders - Public [Member]
Sep. 30, 2012
Common Unitholders - Affiliates [Member]
Sep. 30, 2012
Subordinated Units [Member]
Unitholder's' equity:
 
 
 
Limited Partners' Capital Account, Units Issued
10,925,000 
14,436 
10,939,436 
Limited Partners' Capital Account, Units Outstanding
10,925,000 
14,436 
10,939,436 
Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Revenues:
 
 
 
 
 
 
 
 
Motor fuel slaes to third parties
$ 458,816 
$ 1,364,361 
$ 397,200 
$ 1,145,631 
 
 
 
 
Motor fuel sales to affiliates
647,301 
1,894,471 
590,538 
1,699,206 
 
 
 
 
Rental income
1,359 
4,078 
1,367 
4,101 
 
 
 
 
Other income
2,140 
5,871 
2,758 
6,001 
 
 
 
 
Total revenues
1,109,616 
3,268,781 
991,863 
2,854,939 
 
 
 
 
Cost of sales:
 
 
 
 
 
 
 
 
Motor fuel cost of sales to third parties
449,486 
1,336,351 
389,479 
1,121,622 
 
 
 
 
Motor fuel cost sales to affiliates
646,832 
1,894,000 
590,538 
1,699,206 
 
 
 
 
Other
469 
1,539 
310 
1,552 
 
 
 
 
Total cost of sales
1,096,787 
3,231,890 
980,327 
2,822,380 
 
 
 
 
Gross profit
12,829 
36,891 
11,536 
32,559 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
General and administrative
3,035 
8,836 
2,573 
7,699 
 
 
 
 
Other operating
1,036 
4,675 
1,315 
3,806 
 
 
 
 
Rent
1,078 
3,258 
1,096 
3,271 
 
 
 
 
Loss on disposal of assets
(194)
(229)
(70)
(213)
 
 
 
 
Depreciation, amortization and accretion
2,016 
5,793 
1,480 
3,963 
 
 
 
 
Total operating expenses
7,359 
22,791 
6,534 
18,952 
 
 
 
 
Income from operations
5,470 
14,100 
5,002 
13,607 
 
 
 
 
Other expense:
 
 
 
 
 
 
 
 
Interest expense, net
(113)
(293)
(87)
(246)
 
 
 
 
Income before income taxes
5,357 
13,807 
4,915 
13,361 
 
 
 
 
Income tax expense
(1,739)
(4,813)
(1,778)
(4,837)
 
 
 
 
Net income and comprehensive income
$ 3,618 
$ 8,994 
$ 3,137 
$ 8,524 
$ 287 
$ 287 
$ 287 
$ 287 
Net income per limited partner unit:
 
 
 
 
$ 0.03 
$ 0.03 
$ 0.03 
$ 0.03 
Limited partner units outstanding
 
 
 
 
 
 
10,939,436 
10,939,436 
Cash distributions per unit
$ 0.0285 
$ 0.0285 
 
 
 
 
 
 
Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Sep. 30, 2011
Predecessor [Member]
Cash flows from operating activities:
 
 
Net income
$ 8,994 
$ 8,524 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation, amortization and accretion
5,793 
3,963 
Amortization of deferred financing fees
6 
0 
Loss on disposal of assets and impairment charge
229 
213 
Non-cash stock based compensation
6 
0 
Deferred income tax
2,276 
547 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(41,630)
(15,618)
Accounts receivable from affiliates
2,962 
(7,782)
Inventories
(7,693)
(2,910)
Other assets
428 
1,502 
Accounts payable
56,062 
16,490 
Accrued liabilities
(1,004)
(2,750)
Other noncurrent liabilities
(517)
(378)
Net cash provided by operating activities
25,912 
1,801 
Cash flows from investing activities:
 
 
Capital expenditures
(8,833)
(4,839)
Purchase of intangibles
(1,021)
(1,571)
Purchase of short-term investments
(259,654)
0 
Redemption of short term investments
78,976 
0 
Proceeds from disposal of property and equipment
754 
46 
Net cash used in investing activities
(189,778)
(6,364)
Cash flows from financing activities:
 
 
Change in notes receivable
32 
186 
Proceeds from issuance of long-term debt
180,666 
0 
Loan origination costs
(1,891)
0 
Proceeds from issuance of common units, net of offering costs
206,030 
0 
Distributions to Parent
(206,030)
0 
Predecessor cash retained by Parent
(354)
0 
Payments on long-term debt
(17)
(16)
Net cash provided by financing activities
178,436 
170 
Net increase (decrease) in cash
14,570 
(4,393)
Cash and cash equivalents at beginning of year
240 
4,749 
Cash and cash equivalents at end of period
14,810 
 
Supplemental disclosure of non-cash activities:
 
 
Contribution of net assets from Parent
$ 68,070 
$ 0 
Organization and Principles of Consolidation
Organization and Principles of Consolidation
Organization and Principles of Consolidation
The consolidated financial statements are composed of Susser Petroleum Partners LP (the "Partnership", "SUSP", "we", "us" or "our"), a Delaware limited partnership, and its consolidated subsidiaries, which distribute motor fuels in Texas, New Mexico, Oklahoma and Louisiana. SUSP was formed in June 2012 by Susser Holdings Corporation (“SUSS” or the “Parent”) and its wholly owned subsidiary, Susser Petroleum Partners GP LLC, our general partner. On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units (including 1,425,000 common units issued pursuant to the exercise of the underwriters' over-allotment option), representing limited partner interests.
The information presented in this Quarterly Report on Form 10-Q contains the unaudited consolidated financial results of Susser Petroleum Company LLC (“Predecessor”), our predecessor for accounting purposes, for periods presented through September 24, 2012. The consolidated financial results for the three and nine months ended September 30, 2012 also include the results of operations for SUSP for the period beginning September 25, 2012, the date the Partnership commenced operations. The balance sheet as of September 30, 2012 presents solely the consolidated financial position of the Partnership.
In connection with the IPO, SUSS contributed substantially all of the Predecessor's motor fuel distribution business to the Partnership, other than its motor fuel consignment business and transportation assets. All of the contributed Predecessor assets and liabilities were recorded at historical cost as this transaction was considered to be a reorganization of entities under common control.
The consolidated financial statements include the accounts of the Partnership and all of its subsidiaries. The Partnership operates in one operating segment, with primary operations conducted by the following consolidated wholly owned subsidiaries:
•
Susser Petroleum Operating Company (“SPOC”), a Delaware limited liability company, distributes motor fuel to SUSS' retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.
•
T&C Wholesale LLC ("TCW"), a Texas limited liability company, distributes motor fuels, propane and lubricating oils, primarily in Texas.
•
Susser Petroleum Property Company LLC (“Propco”), a Delaware limited liability company, formed to own and lease convenience store properties.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. The interim consolidated financial statements have been prepared from the accounting records of the Partnership and our Predecessor, and all amounts at September 30, 2012 and for the three and nine months ended September 30, 2011 and September 30, 2012 are unaudited. Pursuant to Regulation S-X, certain information and note disclosures normally included in annual financial statements have been condensed or omitted. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented, and which are of a normal, recurring nature.
The interim consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements of our Predecessor and notes thereto included in our prospectus dated September 19, 2012 as filed with the SEC on September 21, 2012.
All significant intercompany accounts and transactions have been eliminated in consolidation. In preparing the accompanying unaudited consolidated financial statements, the Partnership has reviewed as determined necessary by our management, events that have occurred after September 30, 2012, up until the issuance of these financial statements.
Initial Public Offering
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, which included a 1,425,000 unit over-allotment option that was exercised by the underwriters.
All of our net property and equipment was contributed by SUSS and its subsidiaries in exchange for:
•
14,436 common units and 10,939,436 subordinated units, representing an aggregate 50.1% limited partner interest in SUSP;
•
All of the incentive distribution rights (as discussed in SUSP's partnership agreement); and
•
An aggregate cash distribution of $206.0 million.
We received net proceeds of $206.0 million from the sale of 10,925,000 units, net of related offering expenses. Additionally, we entered into a term loan and security agreement (“SUSP Term Loan”) in which we borrowed $180.7 million and a $250.0 million revolving credit agreement (“SUSP Revolver”), which are guaranteed by SUSS in a maximum aggregate amount of $180.7 million. See Note 8 for additional information regarding our credit and term loan facilities.
The following table is a reconciliation of cash proceeds from the IPO (in millions):

Gross proceeds
 
$
224

Less: Underwriting and structuring fees and other offering expenses
 
(18
)
Proceeds from the IPO, net of offering costs
 
206

Reimbursement to SUSS for capital expenditures during prior 24 months
 
(25
)
Investment in marketable securities
 
(181
)
Net use of IPO proceeds
 
$
(206
)
Term loan proceeds
 
$
181

Proceeds of term loan distributed to SUSS
 
$
(181
)


The following is a summary of net income for the three and nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:
 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Three Months Ended
September 30, 2012
 
Through September 24, 2012
 
From
September 25, 2012
 
 
 
(in thousands)
Revenues
$
1,039,257

 
$
70,359

 
$
1,109,616

Cost of sales
1,027,325

 
69,462

 
1,096,787

Gross profit
11,932

 
897

 
12,829

Total operating expenses
7,064

 
295

 
7,359

Income from operations
4,868

 
602

 
5,470

Interest expense, net
(89
)
 
(24
)
 
(113
)
Income before income taxes
4,779

 
578

 
5,357

Income tax expense
(1,735
)
 
(4
)
 
(1,739
)
Net income
$
3,044

 
$
574

 
$
3,618


 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Nine Months Ended
September 30, 2012
 
Through September 24, 2012
 
From
September 25, 2012
 
 
 
(in thousands)
Revenues
$
3,198,422

 
$
70,359

 
$
3,268,781

Cost of sales
3,162,428

 
69,462

 
3,231,890

Gross profit
35,994

 
897

 
36,891

Total operating expenses
22,496

 
295

 
22,791

Income from operations
13,498

 
602

 
14,100

Interest expense, net
(269
)
 
(24
)
 
(293
)
Income before income taxes
13,229

 
578

 
13,807

Income tax expense
(4,809
)
 
(4
)
 
(4,813
)
Net income
$
8,420

 
$
574

 
$
8,994



The following is a summary of cash flow for the nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:

 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Nine Months Ended
September 30, 2012
 
Through September 24, 2012
 
From
September 25, 2012
 
 
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
 
Net cash provided by operating activities
$
9,151

 
$
16,761

 
$
25,912

Cash flows from investing activities:
 
 
 
 
 
Purchase of intangibles and capital expenditures
(9,806
)
 
(48
)
 
(9,854
)
Purchase of short-term investments
—

 
(259,654
)
 
(259,654
)
Redemption of short-term investments
—

 
78,976

 
78,976

Proceeds from disposal of property and equipment
754

 
—

 
754

Net cash used in investing activities
(9,052
)
 
(180,726
)
 
(189,778
)
Cash flows from financing activities:
 
 
 
 
 
Change in notes receivable
32

 
—

 
32

Proceeds from issuance of long-term debt
—

 
180,666

 
180,666

Loan origination costs
 
 
(1,891
)
 
(1,891
)
Proceeds from issuance of common units, net of offering costs
—

 
206,030

 
206,030

Distributions to Parent
—

 
(206,030
)
 
(206,030
)
Predecessor cash retained by Parent
(354
)
 
—

 
(354
)
Payments on long-term debt
(17
)
 
—

 
(17
)
Net cash provided by (used in) financing activities
(339
)
 
178,775

 
178,436

Net increase (decrease) in cash
(240
)
 
14,810

 
14,570

Cash and cash equivalents at beginning of year
240

 
—

 
240

Cash and cash equivalents at end of period
$
—

 
$
14,810

 
$
14,810

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

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 excluding debt or equity securities classified as marketable securities.

Marketable Securities

Debt or equity securities should be classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The Partnership's investments in debt securities, which typically mature in one year or less, are currently 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 8 for more information concerning fair value measurements) The maturity dates range from October 1, 2012 to March 22, 2013 and are classified on the Partnership's balance sheet in current assets. Included in the marketable securities classification on the Consolidated Balance Sheets are approximately $12 million in money market funds. The carrying value of these approximates fair value and are measured using Level 1 inputs.

Accounts Receivable

The majority of the trade receivables are from wholesale fuel customers. 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 when accounts are deemed uncollectible.

Receivables from affiliates have risen from transactions with non-consolidated affiliates and include the sale of fuel and settling of credit cards to SUSS and other miscellaneous transactions with SUSS. Predecessor receivables from affiliates also included the concentration of excess cash to SUSS. These receivables are recorded at face value, without interest or discount.

Goodwill

Goodwill represents the excess of cost over fair value of 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 in accordance with the provisions of Accounting Standards Codification 350 “Intangibles - Goodwill and Other” (ASC 350), and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill is performed as of the first day of the fourth quarter of the fiscal year.

The Financial Accounting Standards Board issued Accounting Standards Update 2011-08 (ASU 2011-08), which provides that qualitative factors are first assessed to determine whether it is necessary to perform the two-step goodwill impairment test. The Partnership used these 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.

During the IPO, an independent valuation of the assets to be contributed to the Partnership was obtained which indicated the value of the goodwill was in excess of the carrying value. Based on this and other qualitative factors, the Partnership determined that it is more likely than not that the goodwill had a fair value which exceeded 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 were not deemed sufficient to conclude that the fair value of goodwill more likely than not exceeded the carrying value of goodwill, 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 judgmental 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.

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 SUSS and, accordingly, we did not calculate or report earnings per unit.

Comprehensive Income

We account for comprehensive income in accordance with ASC 220, "Comprehensive Income," which established standards for the reporting and presentation of comprehensive income in the consolidated financial statements. We had no transactions which affect comprehensive income and, accordingly, comprehensive income equals net income for all periods presented.

Stock-based Compensation

Certain employees supporting our Predecessor's operations were historically granted long-term incentive compensation awards under the SUSS stock-based compensation programs, which primarily consist of stock options and restricted common stock. Our Predecessor was allocated expenses for stock-based compensation costs, which are included in general and administrative expenses. The allocated expense was $0.2 million and $0.2 million for the three months ended September 30, 2011 and September 30, 2012, respectively and $0.6 million and $0.8 million for the nine months ended September 30, 2011 and September 30, 2012, respectively.

In connection with our IPO, our general partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (“2012 LTIP"), 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.

Income Tax

We are subject to the Texas franchise tax that is based on our Texas sourced taxable margin. We are organized as a pass-through 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 bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under the partnership agreement.

Pursuant to ASC 740 “Income Taxes” (ASC 740), the Predecessor recognized deferred income tax liabilities and assets for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis.

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Predecessor recognized the impact of a tax position in the financial statements, if that position is not more likely than not of being sustained, based on the technical merits of the position. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.



New Accounting Pronouncements

FASB ASU No. 2011-04. In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (ASC 820—Fair Value Measurement)." This guidance amends ASC 820 on fair value measurements and disclosures to (1) clarify the board's intent in respect of existing measurement guidance, (2) revise certain measurement guidance that changes or modifies a principle for measuring fair value, and (3) add disclosure requirements concerning the measurement uncertainty of Level 3 measurements. The ASU is effective for interim and annual periods beginning after December 15, 2011. The adoption of this amended guidance did not have a material effect on our consolidated financial position, results of operations, cash flows or related disclosures.

FASB ASU No. 2011-05. In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income: Presentation of Comprehensive Income (ASC 220—Comprehensive Income)." This guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. It is effective for fiscal years beginning after December 15, 2011 (and for interim periods within such years). In December 2011, the FASB issued ASU No. 2011-12, which deferred certain aspects of ASU No. 2011-05. Our Predecessor adopted this accounting standard in the first quarter of Fiscal 2012. This standard affects presentation and disclosure, and therefore will not affect our consolidated financial position, results of operations or cash flows.

FASB ASU No. 2011-08. In September 2011, the FASB issued ASU No. 2011-08, "Intangibles—Goodwill and Other (ASC 350-20—Goodwill): Testing Goodwill for Impairment." This guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Our Predecessor adopted ASU No. 2011-08 during the fourth quarter of fiscal 2011 and used it to perform the annual goodwill impairment test. This amendment affects testing steps only, and therefore adoption did not affect our consolidated financial position, results of operations or cash flows.
 
FASB ASU No. 2012-02. In July 2012, the FASB issued ASU No. 2012-02, "Intangibles—Goodwill and Other." This guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance will affect our impairment steps only but will not have an affect on our results of operations, cash flows or related disclosures.
Accounts Receivable
Accounts Receivable
Accounts Receivable

Accounts receivable, excluding receivables from affiliates, consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Accounts receivable, trade
$
30,963

 
$
16,962

Receivable from state reimbursement funds
61

 
—

Other receivables
903

 
202

Allowance for uncollectible accounts, trade
(153
)
 
—

Allowance for uncollectible accounts, environmental
(14
)
 
—

Accounts receivable, net
$
31,760

 
$
17,164


Accounts receivable from affiliates are $106.6 million and $21.0 million as of December 31, 2011 and September 30, 2012, respectively. For additional information regarding our affiliated receivables, see Note 15.
Inventories
Inventories
Inventories

Inventories consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Fuel-consignment and dealers
$
3,538

 
$
1,581

Fuel-wholesale and bulk
2,947

 
397

Other
538

 
856

Inventories, net
$
7,023

 
$
2,834

Property And Equipment
Property and Equipment
Property and Equipment

Property and equipment consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Land
$
19,552

 
$
24,696

Buildings and leasehold improvements
8,315

 
8,737

Equipment
27,943

 
5,549

Construction in progress
1,116

 
2,308

Total property and equipment
56,926

 
41,290

Less: Accumulated depreciation
(17,877
)
 
(7,073
)
Property and equipment, net
$
39,049

 
$
34,217

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

Goodwill is not being amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At December 31, 2011 and September 30, 2012, we had $20.7 million and $12.9 million of goodwill, respectively, recorded in conjunction with past business combinations. The 2011 impairment analysis indicated no impairment in goodwill. As of September 30, 2012, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the third quarter of 2012, and we believe the assumptions used in the analysis performed in 2011 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the first nine months of 2012.

The following table reflects goodwill balances and activity for the nine months ended September 30, 2012:
 
September 30, 2012
 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Total
 
(in thousands)
Balance at December 31, 2011
$
20,661

 
$
—

 
$
20,661

Goodwill contributed to the Partnership
(12,936
)
 
12,936

 
—

Goodwill retained by Parent
(7,725
)
 
—

 
(7,725
)
Balance at September 30, 2012
$
—

 
$
12,936

 
$
12,936




The Partnership has finite-lived intangible assets recorded that are amortized. The finite-lived assets consist of supply agreements, favorable/unfavorable leasehold arrangements, and customer intangibles all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. Supply agreements are being amortized over an weighted average period of approximately nine years. Favorable/unfavorable leasehold arrangements are being amortized over an average period of approximately eleven years. Customer intangibles are being amortized over a weighted average period of fourteen years.
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill, at December 31, 2011 and September 30, 2012:
 
 
December 31, 2011
 
September 30, 2012
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Predecessor
 
 
 
 
 
 
 
(in thousands)
Amortized
 
 
 
 
 
 
 
 
 
 
 
Supply agreements
$
29,654

 
$
6,432

 
$
23,222

 
$
28,386

 
$
7,807

 
$
20,579

(Unfavorable) favorable leasehold arrangements, net
(950
)
 
(391
)
 
(559
)
 
236

 
36

 
200

Loan origination costs
—

 
—

 
—

 
1,891

 
6

 
1,885

Other
690

 
44

 
646

 
690

 
112

 
578

Intangible assets, net
$
29,394

 
$
6,085

 
$
23,309

 
$
31,203

 
$
7,961

 
$
23,242

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

Long-term debt consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Term loan, bearing interest at Prime or LIBOR plus an applicable margin
$
—

 
$
180,666

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

 
—

Notes payable, bearing interest at 6%
1,120

 
1,104

Total debt
1,120

 
181,770

Less: Current maturities
22

 
23

Long-term debt, net of current maturities
$
1,098

 
$
181,747


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 will bear interest at (i) a base rate (a rate based off of the higher of (a) the Federal Funds Rate plus 0.5%, (b) Bank of America's prime rate or (c) LIBOR plus 1.00%) or (ii) LIBOR plus 0.25%. At September 30, 2012, the interest rate on the Term Loan was 0.47%.
In order to reduce the interest rate on the SUSP Term Loan, SUSP pledged investment grade securities in an amount equal to or greater than 98% of the outstanding principal amount of the SUSP Term Loan (the “Collateral Account”). The SUSP Term Loan requires SUSP to, among other things (i) deliver certain financial statements, certificates and notices to Bank of America at specified times and (ii) maintain the required collateral and the liens thereon (subject to SUSP's ability to withdraw certain amounts of the collateral, as permitted under the SUSP Term Loan).

Revolving Credit Agreement
On September 25, 2012, in connection with the IPO, we entered into a revolving credit agreement with a syndicate of banks, including Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (the “SUSP Revolver”). The SUSP Revolver is a $250 million revolving credit facility, expiring September 25, 2017. The facility can be increased from time to time upon our written request, subject to certain conditions, up to an additional $100 million.  Borrowings under the revolving credit facility will bear interest at 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 LIBOR, in each case plus an applicable margin ranging from 2.00% to 3.25%, in the case of a LIBOR loan, or from 1.00% to 2.25%, in the case of a base rate loan (determined with reference to our consolidated total leverage ratio). In addition, the unused portion of our revolving credit facility will be subject to a commitment fee ranging from 0.375% to 0.50%, based on our consolidated total leverage ratio.
The SUSP Revolver requires us to maintain a minimum consolidated interest coverage ratio of not less than 2.50 to 1.00, and a consolidated total leverage ratio of not more than 4.50 to 1.00, subject to certain adjustments. Indebtedness under the SUSP Revolver is secured by a security interest in, among other things, all of our present and future personal property and all of the personal property of our guarantors, the capital stock of our subsidiaries, and any intercompany debt. Additionally, if our consolidated total leverage ratio exceeds 3.00 to 1.00 at the end of any fiscal quarter, we will be required, upon request of the lenders, to grant mortgage liens on all real property owned by the Partnership and its subsidiary guarantors. We had no borrowings under the SUSP Revolver at the end of the quarter, and were in compliance with all covenants.
As of September 30, 2012, there were no outstanding borrowings under the SUSP Revolver and $12.8 million in standby letters of credit. The unused availability on the SUSP Revolver at September 30, 2012 was $237.2 million. SUSP was in compliance with all covenants.
Guaranty by SUSS of SUSP Term Loan and SUSP Revolver
SUSS entered into a Guaranty of Collection (the “Guaranty”) in connection with the SUSP Term loan and the SUSP Revolver. Pursuant to the Guaranty, SUSS guarantees the collection of (i) the principal amount outstanding under the SUSP Term Loan and (ii) the SUSP Revolver. SUSS' obligation under the Guaranty is limited to $180.7 million. SUSS is not required to make payments under the Guaranty unless and until (a) SUSP has failed to make a payment on a the SUSP Term Loan or SUSP Revolver, (b) the obligations under such facilities have been accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, have been exhausted and (d) the applicable lenders have failed to collect the full amount owing on such facilities. In addition, SUSS  entered into a Reimbursement Agreement with Propco, whereby SUSS is obligated to reimburse Propco for any amounts paid by Propco under the guaranty of the SUSP Revolver executed by SUSP's subsidiaries.  SUSS' exposure under this reimbursement agreement is limited, when aggregated with its obligation under the Guaranty, to $180.7 million.
Other Debt
In August 2010 our Predecessor 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 September 30, 2012 and December 31, 2011 was $1.1 million and $1.1 million, respectively. 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.
The estimated fair value of long-term debt is calculated using Level 3 inputs. The fair value of debt as of September 30, 2012, is estimated to be approximately $180.7 million, based on the par value of the Term Loan and an analysis of the net present value of remaining payments on the notes payable rate at a rate calculated off U.S. Treasury Securities.
Fair Value Measurements
We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
 
 
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
The Partnership periodically enters into derivatives, such as futures and options, to manage its fuel price risk, primarily related to bulk purchases of fuel. We hedge this inventory risk through the use of fuel futures contracts which are matched in quantity and timing to the anticipated usage of the inventory. Bulk fuel purchases and fuel hedging positions have not been material to our operations. The fair value of our derivative contracts is measured using Level 2 inputs, and is determined by either market prices on an active market for similar assets or by prices quoted by a broker or other market-corroborated prices. This price does not differ materially from the amount that would be paid to transfer the liability to a new obligor due to the short term nature of these contracts. At December 31, 2011, our Predecessor held fuel futures contracts with a fair value of ($12,800) (16 contracts representing 0.6 million gallons). At September 30, 2012, the Partnership did not hold any fuel futures contracts. Our Predecessor recognized a gain during the first nine months of 2011 and 2012 related to these contracts of $0.7 million and $0.8 million, respectively. Our Predecessor recognized a gain/(loss) during the third quarter 2011 and 2012 related to these contracts of ($0.3) million and $0.8 million, respectively. The loss realized on hedging contracts is substantially offset by increased profitability on sale of fuel inventory. We are not using hedge accounting with regards to these contracts.
Commitments And Contingencies
Commitments and Contingencies
Commitments and Contingencies

Leases
The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 10 to 20 years, 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. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are primarily sublet to third parties.

The components of net rent expense are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Store base rent
$
931

 
$
947

 
$
2,799

 
$
2,820

Equipment rent
165

 
131

 
472

 
438

Net rent expense
$
1,096

 
$
1,078

 
$
3,271

 
$
3,258



Equipment rent consists primarily of store equipment and vehicles.
Interest Expense And Interest Income
Interest Expense and Interest Income
Interest Expense and Interest Income

The components of net interest expense are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Cash interest expense
$
107

 
$
136

 
$
313

 
$
355

Amortization of loan costs
—

 
6

 
—

 
6

Cash interest income
(20
)
 
(29
)
 
(67
)
 
(68
)
Interest expense, net
$
87

 
$
113

 
$
246

 
$
293

Income Tax
Income Tax
Income Tax
As we are a pass-through entity for federal income tax purposes, we are not subject to state and federal income tax. 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”), as we are subject to this tax.
The Predecessor was subject to income tax and was included in the consolidated income tax returns of SUSS. Income taxes were allocated to the Predecessor based on separate-company computations of income or loss.
Equity
Equity
Equity
As of September 30, 2012, SUSS owned 14,436 common units and 10,939,436 subordinated units, which together constitute a 50.1% ownership interest in us. We issued 10,925,000 common units to the public in connection with our IPO. The summarized changes in the carrying amount of our equity are as follows (in thousands):
 
 
 
Partnership
 
 
 
Susser Petroleum Company LLC Predecessor
 
Common - Public
 
Common -
Affiliates
 
Subordinated - Affiliates
 
Total
Balance at December 31, 2011
$
115,813

 
$
—

 
$
—

 
$
—

 
$
115,813

Predecessor income through September 24, 2012
8,420

 
—

 
—

 
—

 
8,420

Balance at September 25, 2012 (date of the IPO)
$
124,233

 
$
—

 
$
—

 
$
—

 
$
124,233

Net liabilities not assumed by SUSP
(56,163
)
 
—

 
—

 
—

 
(56,163
)
Allocation of net Parent investment to unitholders
(68,070
)
 
—

 
90

 
67,980

 
—

Proceeds from initial public offering, net of underwriters' discount
—

 
210,647

 
—

 
—

 
210,647

Offering costs
—

 
(4,617
)
 
—

 
—

 
(4,617
)
Cash distributions
—

 
—

 
(273
)
 
(205,757
)
 
(206,030
)
Non-cash stock based compensation
—


3


—


3


6

Partnership earnings September 25 through September 30, 2012
—

 
287

 
—

 
287

 
574

Balance at September 30, 2012
$
—

 
$
206,320

 
$
(183
)
 
$
(137,487
)
 
$
68,650


Allocations of Net Income. Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to SUSS.
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Common Units
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
Distributions (a)
$
312

 
$
312

Undistributed earnings
(25
)
 
(25
)
Limited partners' interest in net income subsequent to initial public offering
$
287

 
$
287

 
 
 
 
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Subordinated Units
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
Distributions (a)
$
312

 
$
312

Undistributed earnings
(25
)
 
(25
)
Limited partners' interest in net income subsequent to initial public offering
$
287

 
$
287

 
 
 
 
(a) Distributions declared per unit
$0.0285
 
$0.0285


Incentive Distribution Rights. The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and SUSS (in its capacity as the holder of our IDRs) based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of SUSS and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and SUSS for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for SUSS assume that there are no arrearages on common units and that SUSS continues to own all of the IDRs.
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
SUSS
Minimum Quarterly Distribution
$
0.4375

 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125

 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875

 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250

 
75
%
 
25
%
Thereafter
Above $0.656250

 
50
%
 
50
%

Cash distributions. Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. In accordance with our partnership agreement, on November 5, 2012, we declared a quarterly cash distribution totaling $624 thousand, or $0.0285 per unit. The quarterly cash distribution for the three months ended September 30, 2012 was calculated as the minimum quarterly cash distribution of $0.4375 prorated for the period beginning September 25, 2012, the date SUSP commenced operations. This distribution will be paid on November 29, 2012 to unitholders of record on November 19, 2012. There were no distributions declared or paid prior to this distribution.
Equity-Based Compensation
Share-Based Compensation
Equity-Based Compensation
Unit-based compensation expense related to the Partnership and stock-based compensation expense allocated to our Predecessor that was included in our condensed consolidated statements of operations was as follows (in thousands):
 
Three Months Ended
September 30, 2012
 
Nine Months Ended
September 30, 2012
 
2011
 
2012
 
2011
 
2012
 
Predecessor
 
 
 
Predecessor
 
 
Phantom common units
$
—

 
$
6

 
$
—

 
$
6

Predecessor allocated expense
206

 
241

 
587

 
810

Total equity-based compensation expense
$
206

 
$
247

 
$
587

 
$
816



Phantom Common Unit Awards. During the quarter, our general partner issued a total of 32,500 phantom unit awards to certain directors and employees under the 2012 LTIP in connection with the closing of the IPO. The fair value of each phantom unit on the grant date is equal to the market price of our common unit on that date. The estimated fair value of our phantom units is amortized over the vesting period using the straight-line method. Non-employee director awards vest at the end of a three-year period and employee awards vest ratably over a five-year service period. Total unrecognized compensation cost related to our nonvested phantom units totaled $0.7 million as of September 30, 2012, which is expected to be recognized over a weighted-average period of 3 years. The fair value of nonvested service phantom units outstanding as of September 30, 2012, totaled $0.8 million.
A summary of our phantom unit award activity for the nine months ended September 30, 2012, is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2012
—

 
—

Granted
32,500

 
23.09

Nonvested at September 30, 2012
32,500

 
23.09

Net Income per Unit
Net Income per Unit
Net Income per Unit
Net income per unit applicable to limited partners (including subordinated unitholders) is computed by dividing limited partners' interest in net income, after deducting any incentive distributions, by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to priority income allocations for incentive distributions, if any, to SUSS, the holder of the IDRs, pursuant to our partnership agreement, which are declared and paid following the close of each quarter. 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. As of September 30, 2012, the weighted-average number of units outstanding equals the total number of units outstanding.
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. Basic and diluted net income per unit applicable to limited partners are the same because we do not have any potentially dilutive units outstanding. We also disclose limited partner units issued and outstanding. There have been no additional changes to the outstanding shares after the closing of the IPO.
Related-Party Transactions
Related-Party Transactions
Related-Party Transactions

We entered into two long-term, fee-based commercial agreements with SUSS, summarized as follows:
•
Distribution agreement - a 10-year agreement under which we will be the exclusive distributor of motor fuel to SUSS' existing Stripes® convenience stores and independently operated consignment locations, and to all future sites purchased by SUSP pursuant to the sale and leaseback option under the Omnibus Agreement, at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon. In addition, all future motor fuel volumes purchased by SUSS for its own account will be added to the distribution agreement pursuant to the terms of the Omnibus Agreement.
•
Transportation agreement - a 10-year transportation logistics agreement, pursuant to which SUSS will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by SUSS to third parties for the delivery of motor fuel.
Omnibus Agreement
In addition to the commercial agreements described above, we also entered into an Omnibus Agreement with SUSS pursuant to which, among other things, we received a three-year option to purchase from SUSS up to 75 of SUSS' new or recently constructed Stripes® convenience stores at their cost and lease the stores back to them at a specified rate for a 15-year initial term, and SUSP will be the exclusive distributor of motor fuel to such stores for a period of ten years from the date of purchase. We also received a ten-year right to participate in acquisition opportunities with SUSS, to the extent SUSP and SUSS are able to reach an agreement on terms, and the exclusive right to distribute motor fuel to certain of SUSS' newly constructed convenience stores and independently operated consignment locations. In addition, we agreed to reimburse our general partner and its affiliates for the costs incurred in managing and operating SUSP. The Omnibus Agreement also provides for certain indemnification obligations between SUSS and SUSP.
Contribution Agreement
On September 25, 2012, in connection with the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution Agreement by and among the Partnership, the General Partner, SUSS, Stripes, Susser Holdings, L.L.C. and SPC (the “Contribution Agreement”):
•
SUSS and its restricted subsidiaries agreed to convey, assign, transfer, contribute and deliver to Susser Petroleum Operating Company LLC: (i) all of SPC's right, title, duties, obligations and interests as tenant under the certain leases and subleases, and other agreements ancillary thereto, together with all modifications, addenda and amendments thereto; (ii) all of SPC's right, title, duties, obligations and interests as landlord under the certain leases and subleases, and other agreements ancillary thereto, together with all modifications, addenda and amendments thereto; (iii) all of SPC's right, title, duties, obligations and interests under certain vendor agreements, related to, among other things, certain merchandise purchasing and promotional programs arranged with dealers and vendors, and other agreements ancillary thereto; (iv) all of SPC's right, title, duties, obligations and interests under certain marketer, distributor and supply agreements, pursuant to which, among other things, SPC purchases motor fuel from oil companies and refiners, and other agreements ancillary thereto; (v) all of SPC's right, title, duties, obligations and interests under certain fuel supply agreements, pursuant to which, among other things, SPC distributes motor fuel to convenience stores and other retail fuel outlets, and other agreements ancillary thereto; (vi) all of SUSS' or its subsidiaries' right, title and interests in certain real property owned in fee and located in Texas, together with all benefits, privileges, easements, tenements, hereditaments thereon or appertaining thereto, and any and all right, title and interest in and to adjacent roads and rights-of-way; and (vii) all of SUSS' or its subsidiaries' right, title and interests in and to certain personal property; and
•
SPC agreed to convey and contribute to Susser Petroleum Operating Company LLC all of SPC's rights, title and interest in and to all of the membership interests in T&C Wholesale;
•
SPC agreed to convey and contribute to the Partnership all of SPC's right, title and interest in and to all of the membership interests in Susser Petroleum Operating Company LLC in exchange for the conveyance and distribution by the Partnership to SUSS or its subsidiaries of: (i) 14,436 common units representing a 0.07% limited partner interest in the Partnership, all of which the Partnership agreed to convey to Stripes; (ii) 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership, of which the Partnership agreed to convey 5,469,718 subordinated units to Stripes No. 1009 LLC ("Stripes No. 1009") and 5,469,718 subordinated units to Stripes; (iii) all of the incentive distribution rights of the Partnership (the “Incentive Distribution Rights ”); (iv) cash and (v) the right for SUSS to receive either (a) the option units, (b) a cash distribution of the proceeds if the underwriters exercise the option, or (c) a combination of both (a) and (b).
Summary of Transactions
The Partnership sells motor fuel to SUSS for resale at its Stripes® convenience stores and independently operated consignment locations. These sales are reflected in motor fuel sales to affiliates with the corresponding cost reflected in motor fuel cost of sales to affiliates. Motor fuel sales to affiliates of $45.8 million resulted in a gross profit of $0.4 million, for the six days ended September 30, 2012. Prior to September 25, 2012, we sold fuel to affiliates at a zero gross profit. Additionally, we collect credit card receipts from the motor fuel suppliers on SUSS' behalf.
SUSS charged us $0.5 million and $0.5 million for the three months ended September 30, 2011 and September 30, 2012, and $1.3 million and $1.5 million for the nine months ended September 30, 2011 and September 30, 2012 for oversight of the Partnership. Such amounts include certain expenses allocated by SUSS for general corporate services, such as finance, internal audit and legal services, which are included in general and administrative expense. These expenses were charged or allocated to the Partnership based on the nature of the expenses and our proportionate share of employee time and headcount, which management believes to be reasonable. The allocation methods used were consistently applied in all periods presented. For the periods covered by the Predecessor, rent expense was charged by SUSS on certain real estate which was in turn subleased by the Predecessor to dealers. This rent expense was $0.3 million for each of the three months ended September 30, 2011 and September 30, 2012, and $0.8 million for each of the nine months ended September 30, 2011 and September 30, 2012. All charges are recorded to an intercompany accounts receivable, which does not bear interest. The balance in accounts receivable with affiliates was $106.6 million and $21.0 million at December 31, 2011 and September 30, 2012, respectively.
Summary of Significant Accounting Policies (Policies)
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 excluding debt or equity securities classified as marketable securities.
Marketable Securities 
Marketable Securities

Debt or equity securities should be classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The Partnership's investments in debt securities, which typically mature in one year or less, are currently 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 8 for more information concerning fair value measurements) The maturity dates range from October 1, 2012 to March 22, 2013 and are classified on the Partnership's balance sheet in current assets. Included in the marketable securities classification on the Consolidated Balance Sheets are approximately $12 million in money market funds. The carrying value of these approximates fair value and are measured using Level 1 inputs.
Accounts Receivable 
Accounts Receivable

The majority of the trade receivables are from wholesale fuel customers. 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 when accounts are deemed uncollectible.

Receivables from affiliates have risen from transactions with non-consolidated affiliates and include the sale of fuel and settling of credit cards to SUSS and other miscellaneous transactions with SUSS. Predecessor receivables from affiliates also included the concentration of excess cash to SUSS. These receivables are recorded at face value, without interest or discount.
Goodwill 
Goodwill

Goodwill represents the excess of cost over fair value of 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 in accordance with the provisions of Accounting Standards Codification 350 “Intangibles - Goodwill and Other” (ASC 350), and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test of goodwill is performed as of the first day of the fourth quarter of the fiscal year.

The Financial Accounting Standards Board issued Accounting Standards Update 2011-08 (ASU 2011-08), which provides that qualitative factors are first assessed to determine whether it is necessary to perform the two-step goodwill impairment test. The Partnership used these 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.

During the IPO, an independent valuation of the assets to be contributed to the Partnership was obtained which indicated the value of the goodwill was in excess of the carrying value. Based on this and other qualitative factors, the Partnership determined that it is more likely than not that the goodwill had a fair value which exceeded 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 were not deemed sufficient to conclude that the fair value of goodwill more likely than not exceeded the carrying value of goodwill, 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 judgmental 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.
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 SUSS and, accordingly, we did not calculate or report earnings per unit.
Comprehensive Income 
Comprehensive Income

We account for comprehensive income in accordance with ASC 220, "Comprehensive Income," which established standards for the reporting and presentation of comprehensive income in the consolidated financial statements. We had no transactions which affect comprehensive income and, accordingly, comprehensive income equals net income for all periods presented.
Stock-based Compensation 
Stock-based Compensation

Certain employees supporting our Predecessor's operations were historically granted long-term incentive compensation awards under the SUSS stock-based compensation programs, which primarily consist of stock options and restricted common stock. Our Predecessor was allocated expenses for stock-based compensation costs, which are included in general and administrative expenses. The allocated expense was $0.2 million and $0.2 million for the three months ended September 30, 2011 and September 30, 2012, respectively and $0.6 million and $0.8 million for the nine months ended September 30, 2011 and September 30, 2012, respectively.

In connection with our IPO, our general partner adopted the Susser Petroleum Partners LP 2012 Long-Term Incentive Plan (“2012 LTIP"), 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.

Income Tax 
Income Tax

We are subject to the Texas franchise tax that is based on our Texas sourced taxable margin. We are organized as a pass-through 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 bases and financial reporting bases of assets and liabilities and the taxable income allocation requirements under the partnership agreement.

Pursuant to ASC 740 “Income Taxes” (ASC 740), the Predecessor recognized deferred income tax liabilities and assets for the expected future income tax consequences of temporary differences between financial statement carrying amounts and the related income tax basis.

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Predecessor recognized the impact of a tax position in the financial statements, if that position is not more likely than not of being sustained, based on the technical merits of the position. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and disclosure.

New Accounting Pronouncements 
New Accounting Pronouncements

FASB ASU No. 2011-04. In May 2011, the FASB issued ASU No. 2011-04, "Fair Value Measurement, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS (ASC 820—Fair Value Measurement)." This guidance amends ASC 820 on fair value measurements and disclosures to (1) clarify the board's intent in respect of existing measurement guidance, (2) revise certain measurement guidance that changes or modifies a principle for measuring fair value, and (3) add disclosure requirements concerning the measurement uncertainty of Level 3 measurements. The ASU is effective for interim and annual periods beginning after December 15, 2011. The adoption of this amended guidance did not have a material effect on our consolidated financial position, results of operations, cash flows or related disclosures.

FASB ASU No. 2011-05. In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income: Presentation of Comprehensive Income (ASC 220—Comprehensive Income)." This guidance removes the presentation options in ASC 220 and requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The ASU does not change the items that must be reported in other comprehensive income. It is effective for fiscal years beginning after December 15, 2011 (and for interim periods within such years). In December 2011, the FASB issued ASU No. 2011-12, which deferred certain aspects of ASU No. 2011-05. Our Predecessor adopted this accounting standard in the first quarter of Fiscal 2012. This standard affects presentation and disclosure, and therefore will not affect our consolidated financial position, results of operations or cash flows.

FASB ASU No. 2011-08. In September 2011, the FASB issued ASU No. 2011-08, "Intangibles—Goodwill and Other (ASC 350-20—Goodwill): Testing Goodwill for Impairment." This guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Our Predecessor adopted ASU No. 2011-08 during the fourth quarter of fiscal 2011 and used it to perform the annual goodwill impairment test. This amendment affects testing steps only, and therefore adoption did not affect our consolidated financial position, results of operations or cash flows.
 
FASB ASU No. 2012-02. In July 2012, the FASB issued ASU No. 2012-02, "Intangibles—Goodwill and Other." This guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this guidance will affect our impairment steps only but will not have an affect on our results of operations, cash flows or related disclosures.
Initial Public Offering (Tables)
Schedule of Cash Reconciliation from IPO 
The following table is a reconciliation of cash proceeds from the IPO (in millions):

Gross proceeds
 
$
224

Less: Underwriting and structuring fees and other offering expenses
 
(18
)
Proceeds from the IPO, net of offering costs
 
206

Reimbursement to SUSS for capital expenditures during prior 24 months
 
(25
)
Investment in marketable securities
 
(181
)
Net use of IPO proceeds
 
$
(206
)
Term loan proceeds
 
$
181

Proceeds of term loan distributed to SUSS
 
$
(181
)
Summary of Net Income, Disaggregated Between Predecessor and Parntership 
The following is a summary of net income for the three and nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:
 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Three Months Ended
September 30, 2012
 
Through September 24, 2012
 
From
September 25, 2012
 
 
 
(in thousands)
Revenues
$
1,039,257

 
$
70,359

 
$
1,109,616

Cost of sales
1,027,325

 
69,462

 
1,096,787

Gross profit
11,932

 
897

 
12,829

Total operating expenses
7,064

 
295

 
7,359

Income from operations
4,868

 
602

 
5,470

Interest expense, net
(89
)
 
(24
)
 
(113
)
Income before income taxes
4,779

 
578

 
5,357

Income tax expense
(1,735
)
 
(4
)
 
(1,739
)
Net income
$
3,044

 
$
574

 
$
3,618


 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Nine Months Ended
September 30, 2012
 
Through September 24, 2012
 
From
September 25, 2012
 
 
 
(in thousands)
Revenues
$
3,198,422

 
$
70,359

 
$
3,268,781

Cost of sales
3,162,428

 
69,462

 
3,231,890

Gross profit
35,994

 
897

 
36,891

Total operating expenses
22,496

 
295

 
22,791

Income from operations
13,498

 
602

 
14,100

Interest expense, net
(269
)
 
(24
)
 
(293
)
Income before income taxes
13,229

 
578

 
13,807

Income tax expense
(4,809
)
 
(4
)
 
(4,813
)
Net income
$
8,420

 
$
574

 
$
8,994

Summary of Cash Flows, Disaggregated Between Predecessor and Parntership 
The following is a summary of cash flow for the nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:

 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Nine Months Ended
September 30, 2012
 
Through September 24, 2012
 
From
September 25, 2012
 
 
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
 
Net cash provided by operating activities
$
9,151

 
$
16,761

 
$
25,912

Cash flows from investing activities:
 
 
 
 
 
Purchase of intangibles and capital expenditures
(9,806
)
 
(48
)
 
(9,854
)
Purchase of short-term investments
—

 
(259,654
)
 
(259,654
)
Redemption of short-term investments
—

 
78,976

 
78,976

Proceeds from disposal of property and equipment
754

 
—

 
754

Net cash used in investing activities
(9,052
)
 
(180,726
)
 
(189,778
)
Cash flows from financing activities:
 
 
 
 
 
Change in notes receivable
32

 
—

 
32

Proceeds from issuance of long-term debt
—

 
180,666

 
180,666

Loan origination costs
 
 
(1,891
)
 
(1,891
)
Proceeds from issuance of common units, net of offering costs
—

 
206,030

 
206,030

Distributions to Parent
—

 
(206,030
)
 
(206,030
)
Predecessor cash retained by Parent
(354
)
 
—

 
(354
)
Payments on long-term debt
(17
)
 
—

 
(17
)
Net cash provided by (used in) financing activities
(339
)
 
178,775

 
178,436

Net increase (decrease) in cash
(240
)
 
14,810

 
14,570

Cash and cash equivalents at beginning of year
240

 
—

 
240

Cash and cash equivalents at end of period
$
—

 
$
14,810

 
$
14,810

Accounts Receivable (Tables)
Schedule of Accounts Receivable
Accounts receivable, excluding receivables from affiliates, consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Accounts receivable, trade
$
30,963

 
$
16,962

Receivable from state reimbursement funds
61

 
—

Other receivables
903

 
202

Allowance for uncollectible accounts, trade
(153
)
 
—

Allowance for uncollectible accounts, environmental
(14
)
 
—

Accounts receivable, net
$
31,760

 
$
17,164

Inventories (Tables)
Schedule of Inventories
Inventories consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Fuel-consignment and dealers
$
3,538

 
$
1,581

Fuel-wholesale and bulk
2,947

 
397

Other
538

 
856

Inventories, net
$
7,023

 
$
2,834

Property And Equipment (Tables)
Schedule of Property and Equipment
Property and equipment consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Land
$
19,552

 
$
24,696

Buildings and leasehold improvements
8,315

 
8,737

Equipment
27,943

 
5,549

Construction in progress
1,116

 
2,308

Total property and equipment
56,926

 
41,290

Less: Accumulated depreciation
(17,877
)
 
(7,073
)
Property and equipment, net
$
39,049

 
$
34,217

Goodwill and Other Intangible Assets (Tables)
Schedule of Goodwill 
The following table reflects goodwill balances and activity for the nine months ended September 30, 2012:
 
September 30, 2012
 
Susser Petroleum Company LLC Predecessor
 
Susser Petroleum Partners LP
 
Total
 
(in thousands)
Balance at December 31, 2011
$
20,661

 
$
—

 
$
20,661

Goodwill contributed to the Partnership
(12,936
)
 
12,936

 
—

Goodwill retained by Parent
(7,725
)
 
—

 
(7,725
)
Balance at September 30, 2012
$
—

 
$
12,936

 
$
12,936

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, 2011 and September 30, 2012:
 
 
December 31, 2011
 
September 30, 2012
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Predecessor
 
 
 
 
 
 
 
(in thousands)
Amortized
 
 
 
 
 
 
 
 
 
 
 
Supply agreements
$
29,654

 
$
6,432

 
$
23,222

 
$
28,386

 
$
7,807

 
$
20,579

(Unfavorable) favorable leasehold arrangements, net
(950
)
 
(391
)
 
(559
)
 
236

 
36

 
200

Loan origination costs
—

 
—

 
—

 
1,891

 
6

 
1,885

Other
690

 
44

 
646

 
690

 
112

 
578

Intangible assets, net
$
29,394

 
$
6,085

 
$
23,309

 
$
31,203

 
$
7,961

 
$
23,242

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
December 31,
2011
 
September 30,
2012
 
Predecessor
 
 
 
(in thousands)
Term loan, bearing interest at Prime or LIBOR plus an applicable margin
$
—

 
$
180,666

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

 
—

Notes payable, bearing interest at 6%
1,120

 
1,104

Total debt
1,120

 
181,770

Less: Current maturities
22

 
23

Long-term debt, net of current maturities
$
1,098

 
$
181,747

Commitments And Contingencies (Tables)
Schedule of Rent Expense
The components of net rent expense are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Store base rent
$
931

 
$
947

 
$
2,799

 
$
2,820

Equipment rent
165

 
131

 
472

 
438

Net rent expense
$
1,096

 
$
1,078

 
$
3,271

 
$
3,258

Interest Expense And Interest Income (Tables)
Schedule of Interest Expense and Interest Income
The components of net interest expense are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2011
 
September 30,
2012
 
September 30,
2011
 
September 30,
2012
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Cash interest expense
$
107

 
$
136

 
$
313

 
$
355

Amortization of loan costs
—

 
6

 
—

 
6

Cash interest income
(20
)
 
(29
)
 
(67
)
 
(68
)
Interest expense, net
$
87

 
$
113

 
$
246

 
$
293

Equity (Tables)
Schedule of Changes In Partners' Capital 
he summarized changes in the carrying amount of our equity are as follows (in thousands):
 
 
 
Partnership
 
 
 
Susser Petroleum Company LLC Predecessor
 
Common - Public
 
Common -
Affiliates
 
Subordinated - Affiliates
 
Total
Balance at December 31, 2011
$
115,813

 
$
—

 
$
—

 
$
—

 
$
115,813

Predecessor income through September 24, 2012
8,420

 
—

 
—

 
—

 
8,420

Balance at September 25, 2012 (date of the IPO)
$
124,233

 
$
—

 
$
—

 
$
—

 
$
124,233

Net liabilities not assumed by SUSP
(56,163
)
 
—

 
—

 
—

 
(56,163
)
Allocation of net Parent investment to unitholders
(68,070
)
 
—

 
90

 
67,980

 
—

Proceeds from initial public offering, net of underwriters' discount
—

 
210,647

 
—

 
—

 
210,647

Offering costs
—

 
(4,617
)
 
—

 
—

 
(4,617
)
Cash distributions
—

 
—

 
(273
)
 
(205,757
)
 
(206,030
)
Non-cash stock based compensation
—


3


—


3


6

Partnership earnings September 25 through September 30, 2012
—

 
287

 
—

 
287

 
574

Balance at September 30, 2012
$
—

 
$
206,320

 
$
(183
)
 
$
(137,487
)
 
$
68,650


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):
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Common Units
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
Distributions (a)
$
312

 
$
312

Undistributed earnings
(25
)
 
(25
)
Limited partners' interest in net income subsequent to initial public offering
$
287

 
$
287

 
 
 
 
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Unit - Subordinated Units
 
Three Months Ended September 30, 2012
 
Nine Months Ended September 30, 2012
Distributions (a)
$
312

 
$
312

Undistributed earnings
(25
)
 
(25
)
Limited partners' interest in net income subsequent to initial public offering
$
287

 
$
287

 
 
 
 
(a) Distributions declared per unit
$0.0285
 
$0.0285
Schedule of Incentive Distribution Rights to Limited Partners 
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
SUSS
Minimum Quarterly Distribution
$
0.4375

 
100
%
 
—

First Target Distribution
Above $0.4375 up to $0.503125

 
100
%
 
—

Second Target Distribution
Above $0.503125 up to $0.546875

 
85
%
 
15
%
Third Target Distribution
Above $0.546875 up to $0.656250

 
75
%
 
25
%
Thereafter
Above $0.656250

 
50
%
 
50
%
Equity-Based Compensation (Tables)
Schedule of Equity Based Compensation Expense 
Unit-based compensation expense related to the Partnership and stock-based compensation expense allocated to our Predecessor that was included in our condensed consolidated statements of operations was as follows (in thousands):
 
Three Months Ended
September 30, 2012
 
Nine Months Ended
September 30, 2012
 
2011
 
2012
 
2011
 
2012
 
Predecessor
 
 
 
Predecessor
 
 
Phantom common units
$
—

 
$
6

 
$
—

 
$
6

Predecessor allocated expense
206

 
241

 
587

 
810

Total equity-based compensation expense
$
206

 
$
247

 
$
587

 
$
816

Schedule of Nonvested Share Activity 
A summary of our phantom unit award activity for the nine months ended September 30, 2012, is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2012
—

 
—

Granted
32,500

 
23.09

Nonvested at September 30, 2012
32,500

 
23.09

Organization and Principles of Consolidation (Details)
1 Months Ended
Sep. 25, 2012
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
Units sold in IPO
10,925,000 
Exercise of Underwriters' Over-allotment Option [Member]
 
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
Units sold in IPO
1,425,000 
Initial Public Offering (Details) (USD $)
0 Months Ended 1 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 25, 2012
Sep. 30, 2012
Initial Public Offering [Line Items]
 
 
 
Units sold in IPO
 
10,925,000 
 
IPO Price per Share
 
$ 20.50 
 
Proceeds from issuance of common units, net of offering costs
$ 206,030,000 
$ 206,000,000 
$ 206,030,000 
Cash Reconciliation [Abstract]
 
 
 
Gross proceeds
 
224,000,000 
 
Less: Underwriting and structuring fees and other offering expenses
 
(18,000,000)
 
Proceeds from the IPO, net of offering costs
 
206,000,000 
 
Capital expenditures
 
(25,000,000)
(8,833,000)
Investment in marketable securities
 
(181,000,000)
 
Net Use of Proceeds from Public Sale of Units
 
(206,000,000)
 
Proceeds from issuance of long-term debt
180,666,000 
181,000,000 
180,666,000 
Proceeds of term loan distributed to SUSS
 
(181,000,000)
 
SUSP Term Loan [Member] |
Term Loan [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Face amount
180,700,000 
180,700,000 
180,700,000 
Susser Petroleum Partners Revolver [Member] |
Revolving Credit Agreement [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Maximum borrowing capactiy
250,000,000 
250,000,000 
250,000,000 
Exercise of Underwriters' Over-allotment Option [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Units sold in IPO
 
1,425,000 
 
SUSS [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Ownership Percentage
50.10% 
50.10% 
50.10% 
Aggregate cash distribution
 
206,000,000 
 
SUSS [Member] |
Susser Petroleum Partners Revolver [Member] |
Term Loan [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Amount of debt guaranteed
$ 180,700,000 
 
$ 180,700,000 
IPO [Member] |
Common Units [Member] |
SUSS [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Limited Partners' Capital Account, Units Outstanding
14,436 
14,436 
14,436 
IPO [Member] |
Subordinated Units [Member] |
SUSS [Member]
 
 
 
Initial Public Offering [Line Items]
 
 
 
Limited Partners' Capital Account, Units Outstanding
10,939,436 
10,939,436 
10,939,436 
Initial Public Offering (Summary of Net Income) (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 24, 2012
Sep. 30, 2012
Sep. 30, 2012
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Revenues
$ 70,359 
$ 1,109,616 
 
$ 3,268,781 
 
$ 1,039,257 
$ 991,863 
$ 3,198,422 
$ 2,854,939 
Cost of sales
69,462 
1,096,787 
 
3,231,890 
 
1,027,325 
980,327 
3,162,428 
2,822,380 
Gross profit
897 
12,829 
 
36,891 
 
11,932 
11,536 
35,994 
32,559 
Total operating expenses
295 
7,359 
 
22,791 
 
7,064 
6,534 
22,496 
18,952 
Income from operations
602 
5,470 
 
14,100 
 
4,868 
5,002 
13,498 
13,607 
Interest expense, net
(24)
(113)
 
(293)
 
(89)
(87)
(269)
(246)
Income before income taxes
578 
5,357 
 
13,807 
 
4,779 
4,915 
13,229 
13,361 
Income tax expense
(4)
(1,739)
 
(4,813)
 
(1,735)
(1,778)
(4,809)
(4,837)
Net income and comprehensive income
$ 574 
$ 3,618 
$ 8,420 
$ 8,994 
$ 0 
$ 3,044 
$ 3,137 
$ 8,420 
$ 8,524 
Initial Public Offering (Summary of Cash Flow) (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 1 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 25, 2012
Sep. 30, 2012
Sep. 24, 2012
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Jul. 3, 2011
Predecessor [Member]
Cash flows from operating activities:
 
 
 
 
 
 
 
Net cash provided by operating activities
$ 16,761 
 
$ 25,912 
 
$ 9,151 
$ 1,801 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
Purchase of intangibles and capital expenditures
(48)
 
(9,854)
 
(9,806)
 
 
Purchase of short-term investments
(259,654)
 
(259,654)
 
0 
0 
 
Redemption of short term investments
78,976 
 
78,976 
 
0 
0 
 
Proceeds from disposal of property and equipment
0 
 
754 
 
754 
46 
 
Net cash used in investing activities
(180,726)
 
(189,778)
 
(9,052)
(6,364)
 
Cash flows from financing activities:
 
 
 
 
 
 
 
Change in notes receivable
0 
 
32 
 
32 
186 
 
Proceeds from issuance of long-term debt
180,666 
181,000 
180,666 
 
0 
0 
 
Loan origination costs
(1,891)
 
(1,891)
 
 
0 
 
Proceeds from issuance of common units, net of offering costs
206,030 
206,000 
206,030 
 
0 
0 
 
Distributions to Parent
(206,030)
 
(206,030)
 
0 
0 
 
Predecessor cash retained by Parent
0 
 
(354)
 
(354)
0 
 
Payments on long-term debt
0 
 
(17)
 
(17)
(16)
 
Net cash provided by financing activities
178,775 
 
178,436 
 
(339)
170 
 
Net increase (decrease) in cash
14,810 
 
14,570 
 
(240)
(4,393)
 
Cash and cash equivalents at beginning of year
 
 
240 
0 
240 
4,749 
356 
Cash and cash equivalents at end of period
$ 14,810 
 
$ 14,810 
$ 0 
$ 0 
 
$ 356 
Summary of Significant Accounting Policies (Details) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
General and Administrative Expense [Member]
Sep. 30, 2011
General and Administrative Expense [Member]
Sep. 30, 2012
General and Administrative Expense [Member]
Predecessor [Member]
Sep. 30, 2012
General and Administrative Expense [Member]
Predecessor [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
 
 
 
 
Money market funds
$ 12,000,000 
$ 12,000,000 
 
 
 
 
 
 
Allocated stock-based compensation
$ 247,000 
$ 816,000 
$ 206,000 
$ 587,000 
$ 206,000 
$ 587,000 
$ 241,000 
$ 810,000 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Sep. 30, 2012
Trade Accounts Receivable [Member]
Sep. 30, 2012
State Reimbursement Funds [Member]
Sep. 30, 2012
Other Receivables [Member]
Sep. 30, 2012
Environmental Receivable [Member]
Dec. 31, 2011
Predecessor [Member]
Dec. 31, 2011
Predecessor [Member]
Trade Accounts Receivable [Member]
Dec. 31, 2011
Predecessor [Member]
State Reimbursement Funds [Member]
Dec. 31, 2011
Predecessor [Member]
Other Receivables [Member]
Dec. 31, 2011
Predecessor [Member]
Environmental Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
 
 
 
 
 
 
 
 
Accounts receivable, gross, current
 
$ 16,962 
$ 0 
$ 202 
 
 
$ 30,963 
$ 61 
$ 903 
 
Accounts receivable, allowance for doubtful accounts
0 
0 
 
 
0 
(167)
(153)
 
 
(14)
Accounts receivables, net
17,164 
 
 
 
 
31,760 
 
 
 
 
Receivables from affiliates
$ 21,025 
 
 
 
 
$ 106,553 
 
 
 
 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Predecessor [Member]
Schedule Of Inventory [Line Items]
 
 
Fuel-consignment and dealers
$ 1,581 
$ 3,538 
Fuel-wholesale and bulk
397 
2,947 
Other
856 
538 
Inventories, net
$ 2,834 
$ 7,023 
Property And Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Sep. 30, 2012
Land [Member]
Sep. 30, 2012
Buildings and leasehold improvements [Member]
Sep. 30, 2012
Equipment [Member]
Sep. 30, 2012
Construction in progress [Member]
Dec. 31, 2011
Predecessor [Member]
Dec. 31, 2011
Predecessor [Member]
Land [Member]
Dec. 31, 2011
Predecessor [Member]
Buildings and leasehold improvements [Member]
Dec. 31, 2011
Predecessor [Member]
Equipment [Member]
Dec. 31, 2011
Predecessor [Member]
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
 
 
 
 
 
 
 
 
 
 
Total property and equipment
$ 41,290 
$ 24,696 
$ 8,737 
$ 5,549 
$ 2,308 
$ 56,926 
$ 19,552 
$ 8,315 
$ 27,943 
$ 1,116 
Accumulated depreciation
(7,073)
 
 
 
 
(17,877)
 
 
 
 
Property and equipment, net
$ 34,217 
 
 
 
 
$ 39,049 
 
 
 
 
Goodwill and Other Intangible Assets (Goodwill) (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Goodwill [Roll Forward]
 
Goodwill, beginning balance
$ 20,661 
Goodwill contributed to the Partnership
0 
Goodwill retained by Parent
(7,725)
Goodwill, ending balance
12,936 
Successor [Member]
 
Goodwill [Roll Forward]
 
Goodwill, beginning balance
0 
Goodwill contributed to the Partnership
12,936 
Goodwill retained by Parent
0 
Goodwill, ending balance
12,936 
Predecessor [Member]
 
Goodwill [Roll Forward]
 
Goodwill, beginning balance
20,661 
Goodwill contributed to the Partnership
(12,936)
Goodwill retained by Parent
(7,725)
Goodwill, ending balance
$ 0 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Supply agreements [Member]
Sep. 30, 2012
(Unfavorable) favorable leasehold arrangements, net [Member]
Sep. 30, 2012
Loan origination commitments [Member]
Sep. 30, 2012
Other [Member]
Sep. 30, 2012
Customer Intangibles [Member]
Dec. 31, 2011
Predecessor [Member]
Dec. 31, 2011
Predecessor [Member]
Supply agreements [Member]
Dec. 31, 2011
Predecessor [Member]
(Unfavorable) favorable leasehold arrangements, net [Member]
Dec. 31, 2011
Predecessor [Member]
Loan origination commitments [Member]
Dec. 31, 2011
Predecessor [Member]
Other [Member]
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Average amortization period
 
9 years 
11 years 
 
 
14 years 
 
 
 
 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Finite-lived intangible assets, Gross carrying amount
$ 31,203 
$ 28,386 
$ 236 
$ 1,891 
$ 690 
 
$ 29,394 
$ 29,654 
$ (950)
$ 0 
$ 690 
Finite-lived intangible assets, Accumulated amortization
7,961 
7,807 
36 
6 
112 
 
6,085 
6,432 
(391)
0 
44 
Finite-lived intangible assets, Net
 
20,579 
200 
1,885 
578 
 
 
23,222 
(559)
0 
646 
Intangible assets, net
$ 23,242 
 
 
 
 
 
$ 23,309 
 
 
 
 
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2012
Dec. 31, 2011
Predecessor [Member]
Sep. 30, 2012
SUSP Term Loan [Member]
Term Loan [Member]
Dec. 31, 2011
SUSP Term Loan [Member]
Predecessor [Member]
Term Loan [Member]
Sep. 30, 2012
Susser Petroleum Partners Revolver [Member]
Revolving Credit Agreement [Member]
Dec. 31, 2011
Susser Petroleum Partners Revolver [Member]
Predecessor [Member]
Revolving Credit Agreement [Member]
Sep. 30, 2012
Notes Payable - 6% [Member]
Other Notes Payables [Member]
Dec. 31, 2011
Notes Payable - 6% [Member]
Predecessor [Member]
Other Notes Payables [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin
 
 
 
 
$ 0 
$ 0 
 
 
Notes payable, bearing interest at 6%
 
 
 
 
 
 
1,104 
1,120 
Total debt
181,770 
1,120 
180,666 
0 
 
 
 
 
Less: Current maturities
23 
22 
 
 
 
 
 
 
Long-term debt, net of current maturities
$ 181,747 
$ 1,098 
 
 
 
 
 
 
Long-Term Debt (Term Loans) (Details) (SUSP Term Loan [Member], Term Loan [Member], USD $)
In Millions, unless otherwise specified
Sep. 30, 2012
Sep. 25, 2012
Debt Instrument [Line Items]
 
 
Face amount
$ 180.7 
$ 180.7 
Interest rate at end of period
0.47% 
 
Covenant collateral percentage amount
98.00% 
 
Federal Funds Rate [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
 
0.50% 
LIBOR [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
 
1.00% 
LIBOR plus Federal Funds Rate or LIBOR plus Prime Rate [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
 
0.25% 
Long-Term Debt (Credit Facilities) (Details) (Revolving Credit Agreement [Member], Susser Petroleum Partners Revolver [Member], USD $)
In Millions, unless otherwise specified
0 Months Ended
Sep. 25, 2012
Sep. 30, 2012
Debt Instrument [Line Items]
 
 
Maximum borrowing capactiy
$ 250.0 
$ 250.0 
Increase in additional borrowings
100 
 
Current borrowing capacity
 
237.2 
Standby Letters of Credit [Member]
 
 
Debt Instrument [Line Items]
 
 
Letters of credit outstanding
 
$ 12.8 
Federal Funds Rate [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
0.50% 
 
LIBOR [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.00% 
 
Minimum [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.375% 
 
Consolidated interest coverage ratio
 
2.50 
Consolidated total leverage ratio
 
4.50 
Consolidated total leverage ratio at end of fiscal quarter
 
3.00 
Minimum [Member] |
Applicable Margin Range [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
2.00% 
 
Minimum [Member] |
LIBOR plus Base Rate Loans [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
1.00% 
 
Maximum [Member]
 
 
Debt Instrument [Line Items]
 
 
Commitment fee percentage
0.50% 
 
Consolidated interest coverage ratio
 
1.00 
Consolidated total leverage ratio
 
1.00 
Consolidated total leverage ratio at end of fiscal quarter
 
1.00 
Maximum [Member] |
Applicable Margin Range [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
3.25% 
 
Maximum [Member] |
LIBOR plus Base Rate Loans [Member]
 
 
Debt Instrument [Line Items]
 
 
Basis spread on variable rate
2.25% 
 
Long-Term Debt (Guaranty of Debt) (Details) (SUSS [Member], Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $)
In Millions, unless otherwise specified
Sep. 25, 2012
SUSS [Member] |
Revolving Credit Facility and Term Loan [Member] |
Guaranty of Collection [Member]
 
Debt Instrument [Line Items]
 
Amount of debt guaranteed
$ 180.7 
Long-Term Debt (Other Debt) (Details) (USD $)
Sep. 30, 2012
Sep. 30, 2012
Notes Payable - 6% [Member]
Mortgage Note Payable [Member]
Dec. 31, 2011
Notes Payable - 6% [Member]
Predecessor [Member]
Mortgage Note Payable [Member]
Aug. 31, 2010
Notes Payable - 6% [Member]
Predecessor [Member]
Mortgage Note Payable [Member]
Debt Instrument [Line Items]
 
 
 
 
Face amount
 
 
 
$ 1,200,000 
Notes payable
 
1,104,000 
1,120,000 
 
Stated interest rate
 
6.00% 
 
 
Debt at fair value
$ 180,700,000 
 
 
 
Long-Term Debt (Fair Value Measurements) (Details) (Predecessor [Member], Fuel Futures Contracts [Member], Designated as Hedging Instrument [Member], USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2012
Oct. 2, 2011
Sep. 30, 2012
Sep. 30, 2011
Dec. 31, 2011
contracts
gal
Predecessor [Member] |
Fuel Futures Contracts [Member] |
Designated as Hedging Instrument [Member]
 
 
 
 
 
Derivatives, Fair Value [Line Items]
 
 
 
 
 
Fair value of contract
 
 
 
 
$ 12,800 
Number of contracts
 
 
 
 
16 
Gallons in contract
 
 
 
 
600,000 
Gain/(Loss) on contracts
$ 800,000 
$ (300,000)
$ 800,000 
$ 700,000 
 
Commitments And Contingencies (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2012
Minimum [Member]
Sep. 30, 2012
Maximum [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Operating Leased Assets [Line Items]
 
 
 
 
 
 
Lease term
 
 
10 years 
20 years 
 
 
Store base rent
$ 947 
$ 2,820 
 
 
$ 931 
$ 2,799 
Equipment rent
131 
438 
 
 
165 
472 
Net rent expense
$ 1,078 
$ 3,258 
 
 
$ 1,096 
$ 3,271 
Interest Expense And Interest Income (Details) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2012
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Interest Expense and Interest Income [Line Items]
 
 
 
 
 
 
 
Cash interest expense
 
$ 136 
$ 355 
 
$ 107 
 
$ 313 
Amortization of loan costs
 
6 
6 
 
0 
 
0 
Cash Interest Income
 
(29)
(68)
 
(20)
 
(67)
Interest expense, net
$ 24 
$ 113 
$ 293 
$ 89 
$ 87 
$ 269 
$ 246 
Income Tax (Details)
9 Months Ended
Sep. 30, 2012
Income Tax Disclosure [Abstract]
 
Margin tax
0.50% 
Equity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended
Sep. 30, 2012
Sep. 25, 2012
Sep. 30, 2012
Sep. 24, 2012
Sep. 30, 2012
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders - Public [Member]
Sep. 30, 2012
Common Unitholders - Affiliates [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2012
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2012
Minimum Quarterly Distribution [Member]
Sep. 30, 2012
Minimum Quarterly Distribution, Prorated [Member]
Sep. 30, 2012
Minimum [Member]
First Target Distribution [Member]
Sep. 30, 2012
Minimum [Member]
Second Target Distribution [Member]
Sep. 30, 2012
Minimum [Member]
Third Target Distribution [Member]
Sep. 30, 2012
Minimum [Member]
Distributions Thereafter [Member]
Sep. 30, 2012
Maximum [Member]
First Target Distribution [Member]
Sep. 30, 2012
Maximum [Member]
Second Target Distribution [Member]
Sep. 30, 2012
Maximum [Member]
Third Target Distribution [Member]
Sep. 30, 2012
SUSS [Member]
Minimum Quarterly Distribution [Member]
Sep. 30, 2012
SUSS [Member]
First Target Distribution [Member]
Sep. 30, 2012
SUSS [Member]
Second Target Distribution [Member]
Sep. 30, 2012
SUSS [Member]
Third Target Distribution [Member]
Sep. 30, 2012
SUSS [Member]
Distributions Thereafter [Member]
Sep. 30, 2012
Common Unitholders [Member]
Minimum Quarterly Distribution [Member]
Sep. 30, 2012
Common Unitholders [Member]
First Target Distribution [Member]
Sep. 30, 2012
Common Unitholders [Member]
Second Target Distribution [Member]
Sep. 30, 2012
Common Unitholders [Member]
Third Target Distribution [Member]
Sep. 30, 2012
Common Unitholders [Member]
Distributions Thereafter [Member]
Nov. 5, 2012
Subsequent Event [Member]
Sep. 30, 2012
SUSS [Member]
Sep. 25, 2012
SUSS [Member]
Sep. 30, 2012
IPO [Member]
SUSS [Member]
Common Units [Member]
Sep. 25, 2012
IPO [Member]
SUSS [Member]
Common Units [Member]
Sep. 30, 2012
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
Sep. 25, 2012
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
 
10,925,000 
14,436 
10,939,436 
10,939,436 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,436 
14,436 
10,939,436 
10,939,436 
Ownership Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.10% 
50.10% 
 
 
 
 
Units sold in IPO
 
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (Decrease) in Partners' Capital [Roll Forward]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Beginning Balance
$ 124,233 
 
 
$ 115,813 
$ 115,813 
 
 
$ 0 
$ 0 
$ 0 
 
 
$ 124,233 
 
 
$ 115,813 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net liabilities not assumed by SUSP
(56,163)
 
 
 
 
 
 
0 
0 
0 
 
 
(56,163)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allocation of net Parent investment to unitholders
0 
 
 
 
 
 
 
0 
90 
67,980 
 
 
(68,070)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from initial public offering, net of underwriters' discount
210,647 
 
 
 
 
 
 
210,647 
0 
0 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Offering costs
(4,617)
 
 
 
 
 
 
(4,617)
0 
0 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash distributions
(206,030)
 
 
 
 
 
 
0 
(273)
(205,757)
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-cash stock based compensation
6 
 
 
 
 
 
 
3 
0 
3 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
574 
 
3,618 
8,420 
8,994 
287 
287 
287 
0 
287 
287 
287 
0 
3,044 
3,137 
8,420 
8,524 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partners' Capital Ending Balance
68,650 
124,233 
68,650 
 
68,650 
 
 
206,320 
(183)
(137,487)
(137,487)
(137,487)
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions Made to Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
 
312 
312 
 
 
 
312 
312 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undistributed earnings
 
 
 
 
 
(25)
(25)
 
 
 
(25)
(25)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
574 
 
3,618 
8,420 
8,994 
287 
287 
287 
0 
287 
287 
287 
0 
3,044 
3,137 
8,420 
8,524 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions declared per unit
 
 
$ 0.0285 
 
$ 0.0285 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.0285 
 
 
 
 
 
 
Incentive Distributions, Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total quarterly distribution per unit target amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4375 
$ 0.4375 
$ 0.4375 
$ 0.503125 
$ 0.546875 
$ 0.656250 
$ 0.503125 
$ 0.546875 
$ 0.656250 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marginal percentage interest in distributions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
0.00% 
15.00% 
25.00% 
50.00% 
100.00% 
100.00% 
85.00% 
75.00% 
50.00% 
 
 
 
 
 
 
 
Distribution Made to Member or Limited Partner, Cash Distributions Declared
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 624 
 
 
 
 
 
 
Equity-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2012
Phantom common units [Member]
Sep. 30, 2012
Phantom common units [Member]
Sep. 30, 2012
Allocated From Predecessor [Member]
Sep. 30, 2012
Allocated From Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2011
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2011
Predecessor [Member]
Allocated From Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Allocated From Predecessor [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation expense
$ 247 
$ 816 
$ 6 
$ 6 
$ 241 
$ 810 
$ 206 
$ 587 
$ 0 
$ 0 
$ 206 
$ 587 
Equity-Based Compensation (Phantom Common Unit Awards) (Details) (Phantom Common Units [Member], USD $)
In Millions, except Share data, unless otherwise specified
9 Months Ended
Sep. 30, 2012
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
Granted, Weighted Average Grant Date Fair Value
$ 23.09 
2012 LTIP [Member]
 
Nonvested, Number of Shares [Roll Forward]
 
Non-vested at beginning of the period, Shares
0 
Granted, shares
32,500 
Non-vested at end of period, Shares
32,500 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value
$ 0.00 
Non-vested at end of period, Weighted Average Grant Date Fair Value
$ 23.09 
Cost not yet recognized, share-based awards other than options
$ 0.7 
Cost not yet recognized, period for recognition
3 years 
Fair value of nonvested awards oustanding
$ 0.8 
Non-employee director [Member] |
2012 LTIP [Member]
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
Vesting period
3 years 
Employee [Member] |
2012 LTIP [Member]
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
Vesting period
5 years 
Related-Party Transactions (Details) (USD $)
1 Months Ended 3 Months Ended 9 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 25, 2012
Sep. 30, 2012
Sep. 30, 2012
Sep. 30, 2012
SUSS [Member]
Sep. 30, 2012
SUSS [Member]
Sep. 30, 2011
SUSS [Member]
Sep. 24, 2012
SUSS [Member]
Sep. 30, 2012
SUSS [Member]
agreement
stores
Sep. 30, 2011
SUSS [Member]
Sep. 25, 2012
SUSS [Member]
Sep. 25, 2012
Contribution Agreement [Member]
Common Units [Member]
Stripes LLC [Member]
Sep. 25, 2012
Contribution Agreement [Member]
Subordinated Units [Member]
Sep. 25, 2012
Contribution Agreement [Member]
Subordinated Units [Member]
Stripes LLC [Member]
Sep. 25, 2012
Contribution Agreement [Member]
Subordinated Units [Member]
Stripes No. 1009 LLC [Member]
Sep. 30, 2011
Predecessor [Member]
Sep. 30, 2011
Predecessor [Member]
Dec. 31, 2011
Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
SUSS [Member]
Sep. 30, 2011
Predecessor [Member]
SUSS [Member]
Sep. 30, 2012
Predecessor [Member]
SUSS [Member]
Sep. 30, 2011
Predecessor [Member]
SUSS [Member]
Sep. 30, 2012
IPO [Member]
Common Units [Member]
SUSS [Member]
Sep. 25, 2012
IPO [Member]
Common Units [Member]
SUSS [Member]
Sep. 30, 2012
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
Sep. 25, 2012
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
Sep. 25, 2012
IPO [Member]
Contribution Agreement [Member]
Common Units [Member]
Stripes LLC [Member]
Sep. 25, 2012
IPO [Member]
Contribution Agreement [Member]
Subordinated Units [Member]
SUSS [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 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leaseback lease term
 
 
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exclusive distributor term
 
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Participation in acquisitions term
 
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,436 
14,436 
10,939,436 
10,939,436 
14,436 
10,939,436 
Ownership Percentage
 
 
 
50.10% 
50.10% 
 
 
50.10% 
 
50.10% 
0.07% 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units sold in IPO
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
5,469,718 
5,469,718 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to affiliates
 
$ 647,301,000 
$ 1,894,471,000 
$ 45,800,000 
 
 
 
 
 
 
 
 
 
 
$ 590,538,000 
$ 1,699,206,000 
 
 
 
 
 
 
 
 
 
 
 
Gross profit from related parties
 
 
 
400,000 
 
 
0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses from related parties
 
 
 
 
500,000 
500,000 
 
1,500,000 
1,300,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rent expenses from related party
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
300,000 
300,000 
800,000 
800,000 
 
 
 
 
 
 
Receivables from affiliates
 
$ 21,025,000 
$ 21,025,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 106,553,000