SUSSER PETROLEUM PARTNERS LP, 10-Q filed on 11/8/2013
Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2013
Nov. 1, 2013
Common Units [Member]
Nov. 1, 2013
Subordinated Units [Member]
Document Information [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Sep. 30, 2013 
 
 
Document Fiscal Year Focus
2013 
 
 
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
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
11,012,142 
10,939,436 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Current assets:
 
 
Cash and cash equivalents
$ 17,917 
$ 6,752 
Accounts receivable, net of allowance for doubtful accounts of $103 at December 31, 2012, and $355 at September 30, 2013
63,127 
33,008 
Receivables from affiliates
36,431 
59,543 
Inventories, net
15,474 
2,981 
Other current assets
243 
821 
Total current assets
133,192 
103,105 
Property and equipment, net
169,300 
68,173 
Other assets:
 
 
Marketable securities
37,936 
148,264 
Goodwill
22,432 
12,936 
Intangible assets, net
22,344 
23,131 
Other noncurrent assets
182 
191 
Total assets
385,386 
355,800 
Current liabilities:
 
 
Accounts payable
104,474 
88,884 
Accrued expenses and other current liabilities
13,355 
1,101 
Current maturities of long-term debt
525 
24 
Total current liabilities
118,354 
90,009 
Revolving line of credit
142,800 
35,590 
Long-term debt
41,422 
149,241 
Deferred tax liability, long-term portion
424 
152 
Other noncurrent liabilities
2,285 
2,476 
Total liabilities
305,285 
277,468 
Partners' equity:
 
 
Total equity
(80,101)
(78,332)
Total liabilities and equity
385,386 
355,800 
Common Unitholders - Public [Member]
 
 
Partners' equity:
 
 
Total equity
(210,360)
(210,462)
Common Unitholders - Affiliates [Member]
 
 
Partners' equity:
 
 
Total equity
(1,796)
(175)
Subordinated Units [Member]
 
 
Partners' equity:
 
 
Total equity
$ (132,055)
$ (131,955)
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Allowance for doubtful accounts
$ 355 
$ 103 
Common Unitholders - Public [Member]
 
 
Partners' equity:
 
 
Limited Partners' Capital Account, Units Issued
10,932,834 
10,925,000 
Limited Partners' Capital Account, Units Outstanding
10,932,834 
10,925,000 
Common Unitholders - Affiliates [Member]
 
 
Partners' equity:
 
 
Limited Partners' Capital Account, Units Issued
79,308 
14,436 
Limited Partners' Capital Account, Units Outstanding
79,308 
14,436 
Subordinated Units [Member]
 
 
Partners' equity:
 
 
Limited Partners' Capital Account, Units Issued
10,939,436 
10,939,436 
Limited Partners' Capital Account, Units Outstanding
10,939,436 
10,939,436 
Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Revenues:
 
 
 
 
Motor fuel sales to third parties
$ 383,896 
$ 458,817 
$ 1,094,718 
$ 1,364,361 
Motor fuel sales to affiliates
775,769 
647,301 
2,257,800 
1,894,471 
Rental income
2,820 
1,359 
6,725 
4,078 
Other income
1,231 
2,140 
3,737 
5,871 
Total revenues
1,163,716 
1,109,617 
3,362,980 
3,268,781 
Cost of sales:
 
 
 
 
Motor fuel cost of sales to third parties
377,105 
449,486 
1,076,052 
1,336,351 
Motor fuel cost of sales to affiliates
767,657 
646,833 
2,234,336 
1,894,000 
Other
551 
470 
1,677 
1,539 
Total cost of sales
1,145,313 
1,096,789 
3,312,065 
3,231,890 
Gross profit
18,403 
12,828 
50,915 
36,891 
Operating expenses:
 
 
 
 
General and administrative
4,329 
3,035 
11,877 
8,836 
Other operating
606 
1,036 
1,805 
4,675 
Rent
261 
1,078 
765 
3,258 
Loss on disposal of assets
112 
194 
206 
229 
Depreciation, amortization and accretion
2,432 
2,016 
6,090 
5,793 
Total operating expenses
7,740 
7,359 
20,743 
22,791 
Income from operations
10,663 
5,469 
30,172 
14,100 
Other expense:
 
 
 
 
Interest expense, net
(921)
(113)
(2,370)
(293)
Income before income taxes
9,742 
5,356 
27,802 
13,807 
Income tax expense
(145)
(1,739)
(298)
(4,813)
Net income and comprehensive income
$ 9,597 
$ 3,617 
$ 27,504 
$ 8,994 
Cash distribution per unit
$ 0.4687 
$ 0.0285 
$ 1.359 
$ 0.0285 
Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Cash flows from operating activities:
 
 
Net income
$ 27,504 
$ 8,994 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation, amortization and accretion
6,090 
5,793 
Amortization of deferred financing fees
286 
6 
Loss on disposal of assets
206 
229 
Non-cash stock based compensation
1,351 
816 
Deferred income tax
424 
2,276 
Changes in operating assets and liabilities, net of effects of Contribution Agreement and GFI Contribution:
 
 
Accounts receivable
(10,858)
(42,408)
Accounts receivable from affiliates
23,759 
2,962 
Inventories
(12,129)
(7,693)
Other assets
586 
428 
Accounts payable
3,733 
56,062 
Accrued liabilities
8,254 
(1,004)
Other noncurrent liabilities
(344)
(517)
Net cash provided by operating activities
48,862 
25,944 
Cash flows from investing activities:
 
 
Capital expenditures
(99,924)
(8,833)
Purchase of intangibles
(1,878)
(1,021)
Purchase of marketable securities
(769,364)
(259,654)
Redemption of marketable securities
879,692 
78,976 
Proceeds from disposal of property and equipment
0 
754 
Net cash provided by (used in) investing activities
8,526 
(189,778)
Cash flows from financing activities:
 
 
Revolving line of credit, net
107,210 
0 
Cash from GFI contribution
784 
0 
Proceeds from issuance of long-term debt
0 
180,666 
Loan origination costs
0 
(1,891)
Payments on long-term debt
(125,167)
(17)
Proceeds from issuance of common units, net offering costs
0 
206,030 
Distributions to Parent
(14,544)
(206,030)
Predecessor cash retained by Parent
0 
(354)
Distributions to Unitholders
(14,506)
0 
Net cash provided by (used in) financing activities
(46,223)
178,404 
Net increase in cash
11,165 
14,570 
Cash and cash equivalents at beginning of year
6,752 
240 
Cash and cash equivalents at end of period
17,917 
14,810 
Supplemental disclosure of non-cash activities:
 
 
Contribution of net assets or liabilities from Parent
0 
68,070 
Contribution of debt from Parent
(21,850)
0 
Issuance of units to Parent for net assets
$ (2,000)
$ 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 publicly traded Delaware limited partnership, and its consolidated subsidiaries, which distribute motor fuels in Texas, New Mexico, Oklahoma and Louisiana. SUSP was formed in June 2012 by Susser Holdings Corporation (“SUSS” or the “Parent”) and its wholly owned subsidiary, Susser Petroleum Partners GP LLC, our general partner. On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests.
The information presented in this Quarterly Report on Form 10-Q contains the unaudited consolidated financial results of Susser Petroleum Company LLC (“Predecessor” or "SPC"), our Predecessor for accounting purposes, for periods presented prior to September 25, 2012.
In connection with the IPO and pursuant to the Contribution Agreement between the Partnership, the general partner, SUSS, Stripes LLC, Susser Holdings LLC and SPC (the "Contribution Agreement"), the following transactions occurred:
•
SUSS contributed to Susser Petroleum Operating Company LLC (“SPOC”) substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included:
•marketer, distributor and supply agreements,
•fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets,
•real property owned in fee and personal property,
•leases and subleases under which it was a tenant, and
•leases and subleases under which it was a landlord.
•
SPC contributed its membership interests in T&C Wholesale LLC to SPOC.
•
SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership and all of the incentive distribution rights of the Partnership.
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.
In September 2013, SUSS acquired Gainesville Fuel, Inc., a wholesale fuel and lubricants business that it subsequently contributed to SUSP ("GFI Contribution"). The contribution was accounted for as a transfer of net assets between entities under common control. Specifically, SUSP recognized the acquired assets and assumed liabilities at SUSS’ carrying value, including the preliminary estimated purchase accounting adjustments, as of the acquisition date. In connection with the contribution, SUSP obtained working capital of $9.2 million, property and equipment of $5.1 million, goodwill of $9.5 million, assumed certain indebtedness and other liabilities totaling $21.8 million , and issued 64,872 additional SUSP common units to SUSS. Following this transaction, SUSS owns 50.2% of the SUSP limited partner units, all of the incentive distribution rights and 100.0% of the general partner, which has a 0.0% noneconomic general partner interest in SUSP.
SUSS is the primary beneficiary of our earnings and cash flows and therefore SUSS consolidates us into their financial results.
    The consolidated financial statements include the accounts of the Partnership and all of its subsidiaries. The Partnership operates in one operating segment, with primary operations conducted by the following consolidated wholly owned subsidiaries:
•
Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel to SUSS' retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.
•
T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas and Oklahoma.
•
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, formed to, among other things, own and lease convenience store properties.

All significant intercompany accounts and transactions have been eliminated in consolidation.
    
The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The interim consolidated financial statements have been prepared from the accounting records of the Partnership and its subsidiaries, and all amounts at September 30, 2013 and for the three and nine months ended September 30, 2012 and September 30, 2013 are unaudited. Pursuant to Regulation S-X, certain information and note disclosures normally included in the annual financial statements have been condensed or omitted. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented and which are of a normal, recurring nature.
The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 29, 2013.
Certain line items have been reclassified for presentation purposes.  On the Consolidated Statements of Cash Flows, changes in notes receivable have been reclassified from a financing activity to an operating activity to better reflect the purpose of these notes receivable. Predecessor non-cash stock based compensation on the Consolidated Statements of Cash Flows, has been reclassified from changes in accounts receivable to non-cash stock based compensation to include all non-cash stock based compensation together and be consistent with Note 13.
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.

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 $206.2 million from the sale of 10,925,000 units, net of related offering expenses. Additionally, we entered into a term loan and security agreement (“SUSP Term Loan”) in which we borrowed $180.7 million and entered into a $250.0 million revolving credit agreement (“SUSP Revolver”), which together 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.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
New Accounting Pronouncements

FASB ASU No. 2013-11. In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists- Subtopic 740-10." An unrecognized tax benefit, or a portion of an unrecognized tax benefit, shall be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The ASU is effective for annual and interim periods beginning after December 15, 2013 but early adoption is permitted. The adoption of this guidance is not expected to have an impact on the presentation of our financial statements.
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 affected our impairment steps only but did not have an effect 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,
2012
 
September 30,
2013
 
(in thousands)
Accounts receivable, trade
$
32,906

 
$
63,035

Other receivables
205

 
447

Allowance for uncollectible accounts, trade
(103
)
 
(355
)
Accounts receivable, net
$
33,008

 
$
63,127


Accounts receivable from affiliates are $59.5 million and $36.4 million as of December 31, 2012 and September 30, 2013, respectively. For additional information regarding our affiliated receivables, see Note 15.
Inventories
Inventories
Inventories

Inventories consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
Fuel-wholesale consignment
$
1,960

 
$
1,581

Fuel-other wholesale
340

 
13,115

Other
681

 
778

Inventories, net
$
2,981

 
$
15,474

Property And Equipment
Property and Equipment
Property and Equipment

Property and equipment consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
Land
$
34,122

 
$
64,617

Buildings and leasehold improvements
23,589

 
76,993

Equipment
16,049

 
33,682

Construction in progress
2,905

 
5,952

Total property and equipment
76,665

 
181,244

Less: Accumulated depreciation
(8,492
)
 
(11,944
)
Property and equipment, net
$
68,173

 
$
169,300

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

Goodwill is not amortized, but is tested annually for impairment, or more frequently if events and circumstances indicate that the asset might be impaired. The annual impairment test is performed as of the first day of the fourth quarter of the fiscal year. At December 31, 2012 and September 30, 2013, we had $12.9 million and $22.4 million, respectively, of goodwill recorded in conjunction with past business combinations. The increase of $9.5 million was recorded in conjunction with the GFI Contribution. The 2012 impairment analysis indicated no impairment in goodwill. As of September 30, 2013, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the third quarter of 2013, and we believe the assumptions used in the analysis performed in 2012 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 2013.
The Partnership has finite‑lived intangible assets recorded that are amortized. The finite‑lived assets consist of supply agreements, favorable/unfavorable leasehold arrangements, loan origination costs, and non-compete agreements, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Supply agreements are being amortized over a weighted-average period of approximately six years. Favorable/unfavorable leasehold arrangements are being amortized over an average period of approximately 14 years. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense. Non-compete agreements are amortized over a period of four years.
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill:

 
 
December 31, 2012
 
September 30, 2013
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
(in thousands)
Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Supply agreements
$
29,803

 
$
8,674

 
$
21,129

 
$
31,200

 
$
10,944

 
$
20,256

Favorable leasehold arrangements, net
236

 
39

 
197

 
236

 
48

 
188

Loan origination costs
1,907

 
102

 
1,805

 
1,907

 
388

 
1,519

Other intangibles
63

 
63

 
—

 
389

 
8

 
381

Intangible assets, net
$
32,009

 
$
8,878

 
$
23,131

 
$
33,732

 
$
11,388

 
$
22,344

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

Long-term debt consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
SUSP Term loan, bearing interest at Prime or LIBOR plus an applicable margin
$
148,166

 
$
37,866

SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin
35,590

 
142,800

Notes payable, bearing interest at 6% and 4%
1,099

 
4,081

Total debt
184,855

 
184,747

Less: Current maturities
24

 
525

Long-term debt, net of current maturities
$
184,831

 
$
184,222


Term Loan and Security Agreement
On September 25, 2012, in connection with the IPO, we entered into a Term Loan and Security Agreement with Bank of America, N.A. for a $180.7 million term loan facility, expiring September 25, 2015 (the “SUSP Term Loan”).  Borrowings under the SUSP Term Loan bear interest at (i) a base rate (a rate based off of the higher of (a) the Federal Funds Rate plus 0.5%, (b) Bank of America's prime rate or (c) LIBOR plus 1.00%) or (ii) LIBOR plus 0.25%. At September 30, 2013, the interest rate on the SUSP Term Loan was 0.43%.
In order to obtain the SUSP Term Loan on more favorable terms, SUSP pledged investment grade securities in an amount equal to or greater than 98% of the outstanding principal amount of the SUSP Term Loan (the “Collateral Account”). As of September 30, 2013, $37.9 million of commercial paper and money market fund investments collateralized the SUSP Term Loan. These investments are intended to be used to fund future capital expenditures. 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 $250 million revolving credit agreement with a syndicate of banks (the “SUSP Revolver”) 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 bear interest at (i) a base rate plus an applicable margin ranging from 1.00% to 2.25% or (ii) LIBOR plus an applicable margin ranging from 2.00% to 3.25%, (determined with reference to our consolidated total leverage ratio). In addition, the unused portion of our revolving credit facility is subject to a commitment fee ranging from 0.375% to 0.50%, based on our consolidated total leverage ratio.
The SUSP Revolver requires us to maintain a minimum consolidated interest coverage ratio of not less than 2.50 to 1.00, and a consolidated total leverage ratio of not more than 4.50 to 1.00, subject to certain adjustments. Indebtedness under the SUSP Revolver is secured by a security interest in, among other things, all of our present and future personal property and all of the personal property of our guarantors, the capital stock of our subsidiaries, and any intercompany debt. Additionally, if our consolidated total leverage ratio exceeds 3.00 to 1.00 at the end of any fiscal quarter, we will be required, upon request of the lenders, to grant mortgage liens on all real property owned by the Partnership and its subsidiary guarantors.
As of September 30, 2013, the balance on the SUSP Revolver was $142.8 million, and $10.0 million in standby letters of credit were outstanding. The unused availability on the SUSP Revolver at September 30, 2013 was $97.2 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 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, 2013 and December 31, 2012 was $1.1 million. The mortgage note bears interest at a fixed rate of 6.0%. The mortgage note is secured by a first priority security interest in a property owned by the Partnership.
In September 2013, as part of the GFI Contribution, SUSS entered into two term loans of $14.9 million and $3.0 million.  We assumed the term loan obligations from SUSS as part of the net asset transfer for equity as part of the GFI Contribution.  The $14.9 million term loan had an interest rate of 3.25%, and was paid off prior to September 30, 2013. The $3.0 million term loan had an outstanding balance of $3.0 million as of September 30, 2013 and bears a 4.0% fixed rate.  Pursuant to the terms of the $3.0 million term loan, we make quarterly interest and annual principal payments through the maturity date of October 1, 2017. 
The estimated fair value of long-term debt is calculated using Level 3 inputs. The fair value of debt as of September 30, 2013, is estimated to be approximately $186.1 million, based on the current balance of the SUSP Term Loan, the current balance of the SUSP Revolver and an analysis of the net present value of remaining payments on the other notes payable at a rate calculated off U.S. Treasury Securities.
Fair Value Measurements
We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued.

ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy:
Level 1
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 
Level 2
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
 
 
Level 3
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The 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. The maturity dates of these debt securities range from October 22, 2013 to October 25, 2013 and are classified on the Consolidated Balance Sheet in other assets. Included in the marketable securities classification on the Consolidated Balance Sheets are approximately $7.9 million in money market funds as of September 30, 2013. The carrying value of these money market funds approximates fair value and are measured using Level 1 inputs. The gross unrecognized holding gains and losses as of December 31, 2012 and September 30, 2013 were not material. These investments are used as collateral to secure the SUSP Term Loan and are intended to be used only for funding future capital expenditures.
The Partnership may periodically enter 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. 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, 2012, we held fuel futures contracts with a negative fair value of $79,700 (49 contracts representing 2.1 million gallons). At September 30, 2013, we held fuel futures contracts with a negative fair value of $459,000 (317 contracts representing 11.9 million gallons). The recognized gain during the first nine months of 2012 (mostly by our Predecessor) and 2013 related to these contracts was $0.8 million and $0.5 million, respectively. The gain/loss realized on hedging contracts is substantially offset by increased/decreased profitability on sale of fuel inventory. We do not use 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 5 to 10 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. We are normally 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,
2012
 
September 30,
2013
 
September 30,
2012
 
September 30,
2013
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Cash rent:
 
 
 
 
 
 
 
Store base rent
$
947

 
$
208

 
$
2,820

 
$
625

Equipment rent
131

 
49

 
438

 
124

Total cash rent
1,078

 
257

 
3,258

 
749

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
—

 
4

 
—

 
16

Net rent expense
$
1,078

 
$
261

 
$
3,258

 
$
765



Equipment rent consists primarily of store equipment.

Letters of Credit
We were contingently liable for $10.0 million related to irrevocable letters of credit required by various third parties at September 30, 2013, under the SUSP Revolver.
Interest Expense And Interest Income
Interest Expense and Interest Income
Interest Expense and Interest Income

The components of net interest expense are as follows:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
2012
 
September 30,
2013
 
September 30,
2012
 
September 30,
2013
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Cash interest expense
$
136

 
$
874

 
$
355

 
$
2,318

Amortization of loan costs
6

 
95

 
6

 
286

Cash interest income
(29
)
 
(48
)
 
(68
)
 
(234
)
Interest expense, net
$
113

 
$
921

 
$
293

 
$
2,370

Income Tax
Income Tax
Income Tax
As a limited partnership, we are generally not subject to state and federal income tax, with the exception of the state of Texas.  Included in our provision for income tax is a tax imposed by the state of Texas of 0.5% of gross margin in Texas (“franchise tax”). Our taxable income or loss, which may vary substantially from the net income or net loss reported in the Consolidated Statements of Operations, is includable in the federal and state income tax returns of each unitholder.  We are, however, subject to a statutory requirement that our non-qualifying income cannot exceed 10% of our total gross income, determined on a calendar year basis under the applicable income tax provisions. If the amount of our non-qualifying income exceeds this statutory limit, we would be taxed as a corporation. Accordingly, certain activities that generate non-qualifying income are conducted through a taxable corporate subsidiary, PropCo. PropCo is subject to federal and state income tax and pays any income taxes related to the results of its operations. For the year ended December 31, 2012 and the nine months ended September 30, 2013, our non-qualifying income did not exceed the statutory limit.
Our Predecessor was subject to income tax and was included in the consolidated income tax returns of SUSS. Income taxes were allocated to our Predecessor based on separate-company computations of income or loss. The income tax expense for the three and nine months ended September 30, 2012 primarily are those of our Predecessor.
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
Predecessor
 
 
 
 
 
Predecessor
 
 
 
 
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
1,875

 
35.0
 %
 
$
3,410

 
35.0
 %
 
$
4,832

 
35.0
 %
 
$
9,731

 
35.0
 %
Partnership earnings not subject to tax
(202
)
 
(3.8
)%
 
(3,410
)
 
(35.0
)%
 
(202
)
 
(1.5
)%
 
(9,731
)
 
(35.0
)%
Corporate subsidiary earnings subject to tax
—

 
—
 %
 
68

 
0.7
 %
 
—

 
—
 %
 
80

 
0.3
 %
State and local tax, net of federal benefit
53

 
1.0
 %
 
77

 
0.8
 %
 
150

 
1.1
 %
 
218

 
0.8
 %
Other
13

 
0.3
 %
 
—

 
—
 %
 
33

 
0.3
 %
 
—

 
—
 %
Tax expense per financial statement
$
1,739

 
32.5
 %
 
$
145

 
1.5
 %
 
$
4,813

 
34.9
 %
 
$
298

 
1.1
 %
Equity
Equity
Equity
As of September 30, 2013, SUSS owned 79,308 common units and 10,939,436 subordinated units, which together constitute a 50.2% ownership interest in us. During the third quarter and in conjunction with the GFI Contribution and related transfer, we issued 64,872 common units to SUSS. As of September 30, 2013 the public owned 10,932,834 units.

Allocations of Net Income
Our partnership agreement contains provisions for the allocation of net income and loss to the unitholders. For purposes of maintaining partner capital accounts, the partnership agreement specifies that items of income and loss shall be allocated among the partners in accordance with their respective percentage interest. Normal allocations according to percentage interests are made after giving effect, if any, to priority income allocations in an amount equal to incentive cash distributions allocated 100% to SUSS.
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Units - Common Units
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Distributions (a)
$
312

 
$
5,165

 
$
312

 
$
14,904

Distributions in excess of income
(25
)
 
(361
)
 
(25
)
 
(1,146
)
Limited partners' interest in net income
$
287

 
$
4,804

 
$
287

 
$
13,758

 
 
 
 
 
 
 
 
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Units - Subordinated Units
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Distributions (a)
$
312

 
$
5,124

 
$
312

 
$
14,863

Distributions in excess of income
(25
)
 
(331
)
 
(25
)
 
(1,116
)
Limited partners' interest in net income
$
287

 
$
4,793

 
$
287

 
$
13,747

 
 
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.0285
 
$0.4687
 
$0.0285
 
$1.359


Incentive Distribution Rights
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and SUSS (in its capacity as the holder of our incentive distribution rights or "IDRs") based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of SUSS and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and SUSS for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for SUSS assume that there are no arrearages on common units and that SUSS continues to own all of the IDRs.
 
 
 
Marginal percentage interest in distributions
 
Total quarterly distribution per unit target amount
 
Unitholders
 
SUSS
Minimum Quarterly Distribution
$0.4375
 
100
%
 
—

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

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

Cash Distributions
Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common and subordinated unitholders will receive. On August 5, 2013, we declared a quarterly cash distribution, based on the results for the three months ended June 30, 2013, totaling $9.9 million, or $0.4528 per unit. The distribution was paid on August 29, 2013 to unitholders of record on August 19, 2013 bringing the total paid for the year to $29.1 million. On November 4, 2013, we declared a quarterly distribution totaling $10.3 million, based on the results for the three months ended September 30, 2013, or $0.4687 per unit. The distribution will be paid on November 29, 2013 to unitholders of record on November 19, 2013.
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 Consolidated Statements of Operations was as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
Predecessor
 
 
 
Predecessor
 
 
Phantom common units
$
6

 
$
101

 
$
6

 
$
407

Predecessor allocated expense
241

 
—

 
810

 
—

SUSS allocated expense
—

 
445

 
—

 
944

Total equity-based compensation expense
$
247

 
$
546

 
$
816

 
$
1,351



Phantom Common Unit Awards
During the third quarter of 2013, 3,674 grants were issued. The fair value of each phantom unit on the grant date is based on 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 over a one to three-year period and employee awards vest ratably over a two to five-year service period. The fair value of nonvested service phantom units outstanding as of September 30, 2013, totaled $0.9 million which will be amortized to expense over the requisite service period.
A summary of our phantom unit award activity is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2011
—

 
$
—

Granted
32,500

 
18.93

Nonvested at December 31, 2012
32,500

 
18.93

Granted
15,813

 
27.15

Vested
(7,834
)
 
19.12

Nonvested at September 30, 2013
40,479

 
$
22.10

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

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2013
 
September 30, 2013
 
(in thousands, except units and per unit amounts)
Net income
$
9,597

 
$
27,504

Less: General partner's interest in net income
—

 
—

Limited partners' interest in net income
$
9,597

 
$
27,504

Weighted average limited partner units outstanding:
 
 
 
Common - basic
10,963,671

 
10,947,514

Common - equivalents
26,970

 
21,845

Common - diluted
10,990,641

 
10,969,359

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

 
10,939,436

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

 
$
1.26

Common - diluted
$
0.43

 
$
1.25

Subordinated - SUSS (basic and diluted)
$
0.44

 
$
1.26


 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2012
 
(in thousands, except units and per unit amounts)
Net income
$
3,617

 
$
8,994

Less: Predecessor income prior to initial public offering on September 25, 2012
3,043

 
8,420

Limited partners' interest in net income
$
574

 
$
574

 
 
 
 
Net income per limited partner unit:
 
 
 
Common
$
0.03

 
$
0.03

Subordinated
$
0.03

 
$
0.03

Limited partner units outstanding:
 
 
 
Common units - public
10,925

 
10,925,000

Common units - affiliated
14.436

 
14,436

Subordinated units - affiliated
10,939.436

 
10,939,436

Related-Party Transactions
Related-Party Transactions
Related-Party Transactions

We entered into two long-term, fee-based commercial agreements with SUSS in connection with our IPO, summarized as follows:
•
Distribution 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 our IPO, the following transactions, among others, occurred pursuant to the Contribution Agreement:

•
SUSS contributed to SPOC substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included:
•
marketer, distributor and supply agreements,
•
fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets,
•
real property owned in fee and personal property,
•
leases and subleases under which it was a tenant, and
•
leases and subleases under which it was a landlord.
•
SPC contributed its membership interests in T&C Wholesale LLC to SPOC.
•
SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership and all of the IDRs of the Partnership.

Summary of Transactions
Related-party transactions with SUSS are as follows:
•
The Partnership sells motor fuel to SUSS for resale at its Stripes® convenience stores and independently operated consignment locations. Motor fuel sales to affiliates for the three and nine month periods ended September 30, 2013, were $775.8 million and $2.3 billion, resulting in gross profit of $8.1 million and $23.5 million, respectively. Prior to September 25, 2012, our Predecessor sold motor fuel to affiliates at zero gross profit. Additionally, we collect credit card receipts from the motor fuel suppliers on SUSS' behalf.
•
SUSS charged us for general and administrative services under the Omnibus Agreement for oversight of the Partnership and its Predecessor. Such amounts include certain expenses allocated by SUSS for general corporate services, such as finance, internal audit and legal services, which are included in general and administrative expenses. These expenses were charged or allocated to the Partnership based on the nature of the expenses and our proportionate share of employee time and headcount, which management believes to be reasonable. SUSS charged us $0.7 million during the quarter ended September 30, 2013 and $1.8 million during the first nine months of 2013, including non-cash stock based compensation. SUSS allocated to our Predecessor non-cash stock based compensation of $0.2 million and $0.8 million for the three and nine months ended September 30, 2012.
•
We reimbursed SUSS for costs of employees supporting our operations of $2.8 million during the quarter ended September 30, 2013 and $8.2 million during the first nine months of 2013. Prior to the IPO, these expenses were incurred directly by our Predecessor.
•
We distributed $5.0 million and $14.5 million during the three and nine month periods ended September 30, 2013 to SUSS as regular distributions on its common and subordinated units.
•
SUSS charged us for transportation services under the Transportation Agreement for delivery of motor fuel to our customers of $12.8 million and $37.0 million for the three and nine months ended September 30, 2013. Prior to the IPO, these expenses were incurred directly by our Predecessor.
•
SUSS charged our Predecessor for rent expense on certain real estate, which was in turn subleased by our Predecessor to dealers, of $0.7 million and $2.0 million for the three and nine month periods ended September 30, 2012. No rent expense was incurred subsequent to the IPO.
•
We acquired ten convenience store properties from SUSS for $37.8 million during the quarter ended September 30, 2013, bringing the total for the year to 22. We spent $92.0 million during the first nine months of 2013, which also includes final cost true-up adjustments. These stores were leased back to SUSS. Since our IPO, we have acquired a total of 30 convenience store properties from SUSS, for a total cost of $121.0 million, through September 30, 2013.
•
We charged SUSS rent on the convenience store properties which were purchased by us and leased back to them. For the three and nine month periods ended September 30, 2013, we charged $1.9 million and $4.0 million to SUSS on these leases.
•
Net accounts receivable from SUSS were $59.5 million and $36.4 million at December 31, 2012 and September 30, 2013, respectively, which are primarily related to fuel purchases from us.
•
SUSS contributed the net assets related to the GFI Contribution to SUSP. Pursuant to this transaction, SUSP issued 64,872 additional SUSP common units to SUSS with a value of $2.0 million.
Summary of Significant Accounting Policies (Policies)
New Accounting Pronouncements

FASB ASU No. 2013-11. In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists- Subtopic 740-10." An unrecognized tax benefit, or a portion of an unrecognized tax benefit, shall be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The ASU is effective for annual and interim periods beginning after December 15, 2013 but early adoption is permitted. The adoption of this guidance is not expected to have an impact on the presentation of our financial statements.
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 affected our impairment steps only but did not have an effect on our results of operations, cash flows or related disclosures.
Accounts Receivable (Tables)
Schedule of Accounts Receivable
Accounts receivable, excluding receivables from affiliates, consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
Accounts receivable, trade
$
32,906

 
$
63,035

Other receivables
205

 
447

Allowance for uncollectible accounts, trade
(103
)
 
(355
)
Accounts receivable, net
$
33,008

 
$
63,127

Inventories (Tables)
Schedule of Inventories
Inventories consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
Fuel-wholesale consignment
$
1,960

 
$
1,581

Fuel-other wholesale
340

 
13,115

Other
681

 
778

Inventories, net
$
2,981

 
$
15,474

Property And Equipment (Tables)
Schedule of Property and Equipment
Property and equipment consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
Land
$
34,122

 
$
64,617

Buildings and leasehold improvements
23,589

 
76,993

Equipment
16,049

 
33,682

Construction in progress
2,905

 
5,952

Total property and equipment
76,665

 
181,244

Less: Accumulated depreciation
(8,492
)
 
(11,944
)
Property and equipment, net
$
68,173

 
$
169,300

Goodwill and Other Intangible Assets (Tables)
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets
 
 
December 31, 2012
 
September 30, 2013
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amount
 
(in thousands)
Finite-lived
 
 
 
 
 
 
 
 
 
 
 
Supply agreements
$
29,803

 
$
8,674

 
$
21,129

 
$
31,200

 
$
10,944

 
$
20,256

Favorable leasehold arrangements, net
236

 
39

 
197

 
236

 
48

 
188

Loan origination costs
1,907

 
102

 
1,805

 
1,907

 
388

 
1,519

Other intangibles
63

 
63

 
—

 
389

 
8

 
381

Intangible assets, net
$
32,009

 
$
8,878

 
$
23,131

 
$
33,732

 
$
11,388

 
$
22,344

Long-Term Debt (Tables)
Schedule of Long-term Debt
Long-term debt consisted of the following:
 
December 31,
2012
 
September 30,
2013
 
(in thousands)
SUSP Term loan, bearing interest at Prime or LIBOR plus an applicable margin
$
148,166

 
$
37,866

SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin
35,590

 
142,800

Notes payable, bearing interest at 6% and 4%
1,099

 
4,081

Total debt
184,855

 
184,747

Less: Current maturities
24

 
525

Long-term debt, net of current maturities
$
184,831

 
$
184,222

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,
2012
 
September 30,
2013
 
September 30,
2012
 
September 30,
2013
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Cash rent:
 
 
 
 
 
 
 
Store base rent
$
947

 
$
208

 
$
2,820

 
$
625

Equipment rent
131

 
49

 
438

 
124

Total cash rent
1,078

 
257

 
3,258

 
749

Non-cash rent:
 
 
 
 
 
 
 
Straight-line rent
—

 
4

 
—

 
16

Net rent expense
$
1,078

 
$
261

 
$
3,258

 
$
765

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,
2012
 
September 30,
2013
 
September 30,
2012
 
September 30,
2013
 
Predecessor
 
 
 
Predecessor
 
 
 
(in thousands)
Cash interest expense
$
136

 
$
874

 
$
355

 
$
2,318

Amortization of loan costs
6

 
95

 
6

 
286

Cash interest income
(29
)
 
(48
)
 
(68
)
 
(234
)
Interest expense, net
$
113

 
$
921

 
$
293

 
$
2,370

Income Tax Schedule of Effective Income Tax Reconciliation (Tables)
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]
The income tax expense for the three and nine months ended September 30, 2012 primarily are those of our Predecessor.
 
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
Predecessor
 
 
 
 
 
Predecessor
 
 
 
 
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
 
(in thousands)
 
Tax rate %
Tax at statutory federal rate
$
1,875

 
35.0
 %
 
$
3,410

 
35.0
 %
 
$
4,832

 
35.0
 %
 
$
9,731

 
35.0
 %
Partnership earnings not subject to tax
(202
)
 
(3.8
)%
 
(3,410
)
 
(35.0
)%
 
(202
)
 
(1.5
)%
 
(9,731
)
 
(35.0
)%
Corporate subsidiary earnings subject to tax
—

 
—
 %
 
68

 
0.7
 %
 
—

 
—
 %
 
80

 
0.3
 %
State and local tax, net of federal benefit
53

 
1.0
 %
 
77

 
0.8
 %
 
150

 
1.1
 %
 
218

 
0.8
 %
Other
13

 
0.3
 %
 
—

 
—
 %
 
33

 
0.3
 %
 
—

 
—
 %
Tax expense per financial statement
$
1,739

 
32.5
 %
 
$
145

 
1.5
 %
 
$
4,813

 
34.9
 %
 
$
298

 
1.1
 %
Equity (Tables)
Schedule of Net Income Allocation By Partners 
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts):
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Units - Common Units
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Distributions (a)
$
312

 
$
5,165

 
$
312

 
$
14,904

Distributions in excess of income
(25
)
 
(361
)
 
(25
)
 
(1,146
)
Limited partners' interest in net income
$
287

 
$
4,804

 
$
287

 
$
13,758

 
 
 
 
 
 
 
 
Net Income Attributable to Susser Petroleum Partners LP Limited Partner Units - Subordinated Units
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
Distributions (a)
$
312

 
$
5,124

 
$
312

 
$
14,863

Distributions in excess of income
(25
)
 
(331
)
 
(25
)
 
(1,116
)
Limited partners' interest in net income
$
287

 
$
4,793

 
$
287

 
$
13,747

 
 
 
 
 
 
 
 
(a) Distributions declared per unit to unitholders as of record date
$0.0285
 
$0.4687
 
$0.0285
 
$1.359
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 Consolidated Statements of Operations was as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
Predecessor
 
 
 
Predecessor
 
 
Phantom common units
$
6

 
$
101

 
$
6

 
$
407

Predecessor allocated expense
241

 
—

 
810

 
—

SUSS allocated expense
—

 
445

 
—

 
944

Total equity-based compensation expense
$
247

 
$
546

 
$
816

 
$
1,351

Schedule of Nonvested Share Activity 
A summary of our phantom unit award activity is set forth below:
 
Number of Phantom Common Units
 
Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2011
—

 
$
—

Granted
32,500

 
18.93

Nonvested at December 31, 2012
32,500

 
18.93

Granted
15,813

 
27.15

Vested
(7,834
)
 
19.12

Nonvested at September 30, 2013
40,479

 
$
22.10

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

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2013
 
September 30, 2013
 
(in thousands, except units and per unit amounts)
Net income
$
9,597

 
$
27,504

Less: General partner's interest in net income
—

 
—

Limited partners' interest in net income
$
9,597

 
$
27,504

Weighted average limited partner units outstanding:
 
 
 
Common - basic
10,963,671

 
10,947,514

Common - equivalents
26,970

 
21,845

Common - diluted
10,990,641

 
10,969,359

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

 
10,939,436

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

 
$
1.26

Common - diluted
$
0.43

 
$
1.25

Subordinated - SUSS (basic and diluted)
$
0.44

 
$
1.26


 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2012
 
(in thousands, except units and per unit amounts)
Net income
$
3,617

 
$
8,994

Less: Predecessor income prior to initial public offering on September 25, 2012
3,043

 
8,420

Limited partners' interest in net income
$
574

 
$
574

 
 
 
 
Net income per limited partner unit:
 
 
 
Common
$
0.03

 
$
0.03

Subordinated
$
0.03

 
$
0.03

Limited partner units outstanding:
 
 
 
Common units - public
10,925

 
10,925,000

Common units - affiliated
14.436

 
14,436

Subordinated units - affiliated
10,939.436

 
10,939,436

Organization and Principles of Consolidation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 24, 2012
Sep. 30, 2013
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
SUSS [Member]
Sep. 29, 2012
SUSS [Member]
Sep. 25, 2012
SUSS [Member]
Sep. 29, 2012
SUSS [Member]
IPO [Member]
Common Units [Member]
Sep. 25, 2012
SUSS [Member]
IPO [Member]
Common Units [Member]
Sep. 29, 2012
SUSS [Member]
IPO [Member]
Subordinated Units [Member]
Sep. 25, 2012
SUSS [Member]
IPO [Member]
Subordinated Units [Member]
Sep. 6, 2013
SUSS [Member]
GFI Acquisition [Member]
Common Units [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Units sold in IPO
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
 
14,436 
14,436 
10,939,436 
10,939,436 
 
Limited partner interest in partnership, Percentage Common Units
 
 
 
 
 
0.07% 
 
 
 
 
 
 
Limited partner units issued Percentage ownership, subordinate units
 
 
 
 
 
50.00% 
 
 
 
 
 
 
Working Capital Obtained from Contribution of Parent
 
$ 9.2 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment obtained from Contribution of Parent
 
5.1 
 
 
 
 
 
 
 
 
 
 
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions
 
 
 
100.00% 
 
 
 
 
 
 
 
 
Goodwill, Acquired During Period
 
 
9.5 
 
 
 
 
 
 
 
 
 
Indebtedness and Other Liabilities Assumed in Contribution from Parent
 
 
$ 21.8 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
 
 
 
 
 
 
64,872 
Ownership Percentage
 
 
 
 
50.20% 
 
50.10% 
 
 
 
 
 
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest
 
 
 
0.00% 
 
 
 
 
 
 
 
 
Initial Public Offering (Details) (USD $)
1 Months Ended 9 Months Ended 1 Months Ended
Sep. 24, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
SUSP Term Loan [Member]
Term Loan [Member]
Sep. 25, 2012
SUSP Term Loan [Member]
Term Loan [Member]
Sep. 30, 2013
Susser Petroleum Partners Revolver [Member]
Revolving Credit Agreement [Member]
Sep. 25, 2012
Susser Petroleum Partners Revolver [Member]
Revolving Credit Agreement [Member]
Sep. 24, 2012
SUSS [Member]
Sep. 30, 2013
SUSS [Member]
Sep. 25, 2012
SUSS [Member]
Sep. 30, 2013
SUSS [Member]
Susser Petroleum Partners Revolver [Member]
Term Loan [Member]
Sep. 29, 2012
Subordinated Units [Member]
IPO [Member]
SUSS [Member]
Sep. 25, 2012
Subordinated Units [Member]
IPO [Member]
SUSS [Member]
Sep. 29, 2012
Common Units [Member]
IPO [Member]
SUSS [Member]
Sep. 25, 2012
Common Units [Member]
IPO [Member]
SUSS [Member]
Initial Public Offering [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Units sold in IPO
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
IPO Price per Share
$ 20.50 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
 
 
 
 
 
10,939,436 
10,939,436 
14,436 
14,436 
Ownership Percentage
 
 
 
 
 
 
 
 
50.20% 
50.10% 
 
 
 
 
 
Aggregate cash distribution
 
 
 
 
 
 
 
$ 206,000,000 
 
 
 
 
 
 
 
Proceeds from issuance of common units, net offering costs
206,200,000 
0 
206,030,000 
 
 
 
 
 
 
 
 
 
 
 
 
Face amount
 
 
 
180,700,000 
180,700,000 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capactiy
 
 
 
 
 
250,000,000 
250,000,000 
 
 
 
 
 
 
 
 
Amount of debt guaranteed
 
 
 
 
 
 
 
 
 
 
$ 180,700,000 
 
 
 
 
Accounts Receivable (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Allowance for uncollectible accounts, trade
$ (355)
$ (103)
Accounts receivable, net
63,127 
33,008 
Receivables from affiliates
36,431 
59,543 
Trade Accounts Receivable [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
63,035 
32,906 
Other Receivables [Member]
 
 
Accounts, Notes, Loans and Financing Receivable [Line Items]
 
 
Accounts receivable, gross, current
$ 447 
$ 205 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Schedule Of Inventory [Line Items]
 
 
Fuel-wholesale consignment
$ 1,581 
$ 1,960 
Fuel-other wholesale
13,115 
340 
Other
778 
681 
Inventories, net
$ 15,474 
$ 2,981 
Property And Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 181,244 
$ 76,665 
Accumulated depreciation
(11,944)
(8,492)
Property and equipment, net
169,300 
68,173 
Land [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
64,617 
34,122 
Buildings and leasehold improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
76,993 
23,589 
Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
33,682 
16,049 
Construction in progress [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Total property and equipment
$ 5,952 
$ 2,905 
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $)
9 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
 
 
Goodwill
$ 22,432,000 
$ 12,936,000 
Goodwill, Acquired During Period
9,500,000 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
33,732,000 
32,009,000 
Finite-lived intangible assets, Accumulated amortization
11,388,000 
8,878,000 
Intangible assets, net
22,344,000 
23,131,000 
Supply agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Average amortization period
6 years 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
31,200,000 
29,803,000 
Finite-lived intangible assets, Accumulated amortization
10,944,000 
8,674,000 
Finite-lived intangible assets, Net
20,256,000 
21,129,000 
(Unfavorable) favorable leasehold arrangements, net [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Average amortization period
14 years 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
236,000 
236,000 
Finite-lived intangible assets, Accumulated amortization
48,000 
39,000 
Finite-lived intangible assets, Net
188,000 
197,000 
Loan origination commitments [Member]
 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
1,907,000 
1,907,000 
Finite-lived intangible assets, Accumulated amortization
388,000 
102,000 
Finite-lived intangible assets, Net
1,519,000 
1,805,000 
Other [Member]
 
 
Finite-Lived Intangible Assets, Net [Abstract]
 
 
Finite-lived intangible assets, Gross carrying amount
389,000 
63,000 
Finite-lived intangible assets, Accumulated amortization
8,000 
63,000 
Finite-lived intangible assets, Net
$ 381,000 
$ 0 
Noncompete Agreements [Member]
 
 
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items]
 
 
Average amortization period
4 years 
 
Long-Term Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2013
Dec. 31, 2012
Debt Instrument [Line Items]
 
 
Total debt
$ 184,747 
$ 184,855 
Less: Current maturities
525 
24 
Long-term debt, net of current maturities
184,222 
184,831 
SUSP Term Loan [Member] |
Term Loan [Member]
 
 
Debt Instrument [Line Items]
 
 
Total debt
37,866 
148,166 
Susser Petroleum Partners Revolver [Member] |
Revolving Credit Agreement [Member]
 
 
Debt Instrument [Line Items]
 
 
SUSP Revolver, bearing interest at Prime or LIBOR plus an applicable margin
142,800 
35,590 
Notes Payable, Six and Four Percent [Member] |
Other Notes Payables [Member]
 
 
Debt Instrument [Line Items]
 
 
Notes payable, bearing interest at 6% and 4%
$ 4,081 
$ 1,099 
Long-Term Debt (Term Loans) (Details) (USD $)
1 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Sep. 30, 2013
SUSP Term Loan [Member]
Term Loan [Member]
Sep. 25, 2012
SUSP Term Loan [Member]
Term Loan [Member]
Sep. 25, 2012
SUSP Term Loan [Member]
Federal Funds Rate [Member]
Term Loan [Member]
Sep. 25, 2012
SUSP Term Loan [Member]
LIBOR [Member]
Term Loan [Member]
Sep. 25, 2012
SUSP Term Loan [Member]
LIBOR plus Federal Funds Rate or LIBOR plus Prime Rate [Member]
Term Loan [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
Face amount
 
 
$ 180,700,000 
$ 180,700,000 
 
 
 
Basis spread on variable rate
 
 
 
 
0.50% 
1.00% 
0.25% 
Interest rate at end of period
 
 
0.43% 
 
 
 
 
Covenant collateral percentage amount
 
 
98.00% 
 
 
 
 
Marketable securities
$ 37,936,000 
$ 148,264,000 
 
 
 
 
 
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $)
1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended
Sep. 30, 2013
Dec. 31, 2012
Sep. 25, 2012
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 30, 2013
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 30, 2013
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Standby Letters of Credit [Member]
Sep. 25, 2012
Minimum [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 30, 2013
Minimum [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 25, 2012
Minimum [Member]
LIBOR [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 25, 2012
Minimum [Member]
Applicable Margin Range [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 25, 2012
Maximum [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 30, 2013
Maximum [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 25, 2012
Maximum [Member]
LIBOR [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Sep. 25, 2012
Maximum [Member]
Applicable Margin Range [Member]
Revolving Credit Agreement [Member]
Susser Petroleum Partners Revolver [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capactiy
 
 
$ 250,000,000 
$ 250,000,000 
 
 
 
 
 
 
 
 
 
Increase in additional borrowings
 
 
100,000,000 
 
 
 
 
 
 
 
 
 
 
Basis spread on variable rate
 
 
 
 
 
 
 
1.00% 
2.00% 
 
 
2.25% 
3.25% 
Commitment fee percentage
 
 
 
 
 
0.375% 
 
 
 
0.50% 
 
 
 
Revolving line of credit
142,800,000 
35,590,000 
 
 
 
 
 
 
 
 
 
 
 
Consolidated interest coverage ratio
 
 
 
 
 
 
2.50 
 
 
 
1.00 
 
 
Consolidated total leverage ratio
 
 
 
 
 
 
4.50 
 
 
 
1.00 
 
 
Consolidated total leverage ratio at end of fiscal quarter
 
 
 
 
 
 
3.00 
 
 
 
1.00 
 
 
Letters of Credit Outstanding, Amount
 
 
 
 
10,000,000 
 
 
 
 
 
 
 
 
Current borrowing capacity
 
 
 
$ 97,200,000 
 
 
 
 
 
 
 
 
 
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. 29, 2012
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 
$ 180.7 
Long-Term Debt (Other Debt) (Details) (USD $)
Sep. 30, 2013
Sep. 30, 2013
Notes Payable - 6% [Member]
Other Notes Payables [Member]
Aug. 31, 2010
Notes Payable - 6% [Member]
Predecessor [Member]
Other Notes Payables [Member]
Sep. 30, 2013
GFI Term Loan [Member]
Other Notes Payables [Member]
Sep. 30, 2013
Notes Payable, Four Percent [Member]
Other Notes Payables [Member]
Debt Instrument [Line Items]
 
 
 
 
 
Face amount
 
 
$ 1,200,000 
$ 14,900,000 
$ 3,000,000 
Notes payable
 
1,100,000 
 
 
 
Stated interest rate
 
6.00% 
 
3.25% 
4.00% 
Debt at fair value
$ 186,100,000 
 
 
 
 
Long-Term Debt (Fair Value Measurements) (Details) (USD $)
9 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Fuel Futures Contracts [Member]
Designated as Hedging Instrument [Member]
gal
contracts
Dec. 31, 2012
Fuel Futures Contracts [Member]
Designated as Hedging Instrument [Member]
gal
contracts
Sep. 30, 2012
Predecessor [Member]
Fuel Futures Contracts [Member]
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
 
 
 
 
Money market funds
$ 7,900,000 
 
 
 
Fair value of contract
 
(459,000)
(79,700)
 
Number of contracts
 
317 
49 
 
Gallons in contract
 
11,900,000 
2,100,000 
 
Gain/(Loss) on contracts
 
$ 500,000 
 
$ 800,000 
Commitments And Contingencies (Details) (USD $)
3 Months Ended 9 Months Ended 3 Months Ended 6 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Minimum [Member]
Sep. 30, 2013
Maximum [Member]
Jun. 30, 2012
Predecessor [Member]
Jun. 30, 2012
Predecessor [Member]
Sep. 30, 2013
Standby Letters of Credit [Member]
Susser Petroleum Partners Revolver [Member]
Revolving Credit Agreement [Member]
Operating Leased Assets [Line Items]
 
 
 
 
 
 
 
 
 
Letters of Credit Outstanding, Amount
 
 
 
 
 
 
 
 
$ 10,000,000 
Lease term
 
 
 
 
5 years 
10 years 
 
 
 
Store base rent
208,000 
 
625,000 
 
 
 
947,000 
2,820,000 
 
Equipment rent
49,000 
 
124,000 
 
 
 
131,000 
438,000 
 
Operating Leases, Cash Rent Expense
257,000 
 
749,000 
 
 
 
1,078,000 
3,258,000 
 
Straight Line Rent
4,000 
 
16,000 
 
 
 
0 
0 
 
Net rent expense
$ 261,000 
$ 1,078,000 
$ 765,000 
$ 3,258,000 
 
 
 
 
 
Interest Expense And Interest Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Interest Expense and Interest Income [Line Items]
 
 
 
 
Cash interest expense
$ 874 
$ 136 
$ 2,318 
$ 355 
Amortization of loan costs
95 
6 
286 
6 
Cash Interest Income
(48)
(29)
(234)
(68)
Interest expense, net
$ 921 
$ 113 
$ 2,370 
$ 293 
Income Tax (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2012
Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
Income Tax Contingency [Line Items]
 
 
 
 
 
 
Income Tax Reconciliation, Income Tax Expense (Benefit), at Federal Statutory Income Tax Rate
$ 3,410 
 
$ 9,731 
 
$ 1,875 
$ 4,832 
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate
35.00% 
 
35.00% 
 
35.00% 
35.00% 
Partnership earnings not subject to tax
(3,410)
 
(9,731)
 
(202)
(202)
Effective Income Tax Rate Reconciliation, Partnership earnings not subject to tax
(35.00%)
 
(35.00%)
 
(3.80%)
1.50% 
Corporate subsidiary earnings subject to tax
68 
 
80 
 
0 
0 
Effective Income Tax Rate Reconciliation, Corporate Subsidiary earnings subject to tax
0.70% 
 
0.30% 
 
0.00% 
0.00% 
Income Tax Reconciliation, State and Local Income Taxes
77 
 
218 
 
53 
150 
Effective Income Tax Rate Reconciliation, State and Local Income Taxes
0.80% 
 
0.80% 
 
1.00% 
1.10% 
Income Tax Reconciliation, Other Adjustments
0 
 
0 
 
13 
33 
Effective Income Tax Rate Reconciliation, Other Adjustments
0.00% 
 
0.00% 
 
0.30% 
0.30% 
Income Tax Expense (Benefit)
$ 145 
$ 1,739 
$ 298 
$ 4,813 
$ 1,739 
$ 4,813 
Effective Income Tax Rate, Continuing Operations
1.50% 
 
1.10% 
 
32.50% 
34.90% 
Non-qualifying income %
 
 
10.00% 
 
 
 
Margin tax
 
 
0.50% 
 
 
 
Equity (Details) (USD $)
0 Months Ended 1 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
Nov. 4, 2013
Aug. 5, 2013
Sep. 30, 2012
Sep. 24, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2013
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2013
Common Unitholders - Public [Member]
Dec. 31, 2012
Common Unitholders - Public [Member]
Sep. 30, 2013
Common Unitholders - Affiliates [Member]
Dec. 31, 2012
Common Unitholders - Affiliates [Member]
Sep. 30, 2013
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2013
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Dec. 31, 2012
Subordinated Units [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 30, 2013
Minimum Quarterly Distribution [Member]
Sep. 30, 2013
Minimum Quarterly Distribution, Prorated [Member]
Jun. 30, 2013
Minimum Quarterly Distribution, Prorated [Member]
Sep. 30, 2013
Minimum [Member]
First Target Distribution [Member]
Sep. 30, 2013
Minimum [Member]
Second Target Distribution [Member]
Sep. 30, 2013
Minimum [Member]
Third Target Distribution [Member]
Sep. 30, 2013
Minimum [Member]
Distributions Thereafter [Member]
Sep. 30, 2013
Maximum [Member]
First Target Distribution [Member]
Sep. 30, 2013
Maximum [Member]
Second Target Distribution [Member]
Sep. 30, 2013
Maximum [Member]
Third Target Distribution [Member]
Sep. 30, 2013
SUSS [Member]
Minimum Quarterly Distribution [Member]
Sep. 30, 2013
SUSS [Member]
First Target Distribution [Member]
Sep. 30, 2013
SUSS [Member]
Second Target Distribution [Member]
Sep. 30, 2013
SUSS [Member]
Third Target Distribution [Member]
Sep. 30, 2013
SUSS [Member]
Distributions Thereafter [Member]
Sep. 30, 2013
Common Unitholders [Member]
Minimum Quarterly Distribution [Member]
Sep. 30, 2013
Common Unitholders [Member]
First Target Distribution [Member]
Sep. 30, 2013
Common Unitholders [Member]
Second Target Distribution [Member]
Sep. 30, 2013
Common Unitholders [Member]
Third Target Distribution [Member]
Sep. 30, 2013
Common Unitholders [Member]
Distributions Thereafter [Member]
Sep. 30, 2013
SUSS [Member]
Sep. 25, 2012
SUSS [Member]
Sep. 29, 2012
IPO [Member]
SUSS [Member]
Common Units [Member]
Sep. 25, 2012
IPO [Member]
SUSS [Member]
Common Units [Member]
Sep. 29, 2012
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
Sep. 25, 2012
IPO [Member]
SUSS [Member]
Subordinated Units [Member]
Sep. 6, 2013
GFI Acquisition [Member]
SUSS [Member]
Common Units [Member]
Schedule of Partners' Capital [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution Made to Limited Partner, Cash Distributions Declared
$ 10,300,000 
$ 9,900,000 
 
 
 
 
$ 29,100,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
 
 
 
 
 
 
10,932,834 
10,925,000 
79,308 
14,436 
10,939,436 
 
10,939,436 
 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,436 
14,436 
10,939,436 
10,939,436 
 
Ownership Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50.20% 
50.10% 
 
 
 
 
 
Limited Partners' Capital Account, Units Issued
 
 
 
 
 
 
 
 
 
 
 
 
10,932,834 
10,925,000 
79,308 
14,436 
10,939,436 
 
10,939,436 
 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
64,872 
Units sold in IPO
 
 
 
10,925,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
574,000 
 
9,597,000 
3,617,000 
27,504,000 
8,994,000 
4,804,000 
287,000 
13,758,000 
287,000 
 
 
 
 
4,793,000 
287,000 
13,747,000 
287,000 
 
3,043,000 
8,420,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions Made to Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
 
 
 
 
5,165,000 
312,000 
14,904,000 
312,000 
 
 
 
 
5,124,000 
312,000 
14,863,000 
312,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undistributed earnings
 
 
 
 
 
 
 
 
(361,000)
(25,000)
(1,146,000)
(25,000)
 
 
 
 
(331,000)
(25,000)
(1,116,000)
(25,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
$ 574,000 
 
$ 9,597,000 
$ 3,617,000 
$ 27,504,000 
$ 8,994,000 
$ 4,804,000 
$ 287,000 
$ 13,758,000 
$ 287,000 
 
 
 
 
$ 4,793,000 
$ 287,000 
$ 13,747,000 
$ 287,000 
 
$ 3,043,000 
$ 8,420,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incentive Distributions, Members or Limited Partners [Abstract]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total quarterly distribution per unit target amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.4375 
$ 0.4687 
$ 0.4528 
$ 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% 
 
 
 
 
 
 
 
Equity-Based Compensation (Details) (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 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 12 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Sep. 30, 2013
Phantom common units [Member]
Sep. 30, 2013
Phantom common units [Member]
Sep. 30, 2013
Allocated From Predecessor [Member]
Sep. 30, 2013
Allocated From Predecessor [Member]
Sep. 30, 2013
Allocated From SUSS [Member]
Sep. 30, 2013
Allocated From SUSS [Member]
Sep. 30, 2012
Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2012
Predecessor [Member]
Phantom common units [Member]
Sep. 30, 2012
Predecessor [Member]
Allocated From Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
Allocated From Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
Allocated From SUSS [Member]
Sep. 30, 2012
Predecessor [Member]
Allocated From SUSS [Member]
Sep. 30, 2013
2012 Long Term Incentive Plan [Member]
Phantom common units [Member]
Sep. 30, 2013
2012 Long Term Incentive Plan [Member]
Phantom common units [Member]
Dec. 31, 2012
2012 Long Term Incentive Plan [Member]
Phantom common units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,674 
15,813 
32,500 
Equity-based compensation expense
$ 546 
$ 1,351 
$ 101 
$ 407 
$ 0 
$ 0 
$ 445 
$ 944 
$ 247 
$ 816 
$ 6 
$ 6 
$ 241 
$ 810 
$ 0 
$ 0 
 
 
 
Equity-Based Compensation (Phantom Common Unit Awards) (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2013
Sep. 30, 2013
Dec. 31, 2012
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period
 
(7,834)
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period
 
$ 19.12 
 
Phantom common units [Member] |
2012 Long Term Incentive Plan [Member]
 
 
 
Nonvested, Number of Shares [Roll Forward]
 
 
 
Non-vested at beginning of the period, Shares
 
32,500 
0 
Granted, shares
3,674 
15,813 
32,500 
Non-vested at end of period, Shares
40,479 
40,479 
32,500 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value
 
$ 18.93 
$ 0 
Granted, Weighted Average Grant Date Fair Value
 
$ 27.15 
$ 18.93 
Non-vested at end of period, Weighted Average Grant Date Fair Value
$ 22.10 
$ 22.10 
$ 18.93 
Share-based Compensation Arrangement by Share-based Payment Award, Other than Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value
$ 0.9 
$ 0.9 
 
Phantom common units [Member] |
Non-employee director [Member] |
2012 Long Term Incentive Plan [Member] |
Minimum [Member]
 
 
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period
 
1 year 
 
Phantom common units [Member] |
Non-employee director [Member] |
2012 Long Term Incentive Plan [Member] |
Maximum [Member]
 
 
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period
 
3 years 
 
Phantom common units [Member] |
Employee [Member] |
2012 Long Term Incentive Plan [Member] |
Minimum [Member]
 
 
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period
 
2 years 
 
Phantom common units [Member] |
Employee [Member] |
2012 Long Term Incentive Plan [Member] |
Maximum [Member]
 
 
 
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period
 
5 years 
 
Net Income per Unit Net Income Per Unit (Details) (USD $)
0 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 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Sep. 30, 2012
Sep. 30, 2013
Common Units [Member]
Sep. 30, 2013
Common Units [Member]
Sep. 30, 2013
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Sep. 30, 2013
Subordinated Units [Member]
Sep. 30, 2012
Subordinated Units [Member]
Dec. 31, 2012
Subordinated Units [Member]
Sep. 30, 2013
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2013
Common Unitholders [Member]
Sep. 30, 2012
Common Unitholders [Member]
Sep. 30, 2013
Common Unitholders - Public [Member]
Sep. 30, 2012
Common Unitholders - Public [Member]
Sep. 30, 2013
Common Unitholders - Public [Member]
Sep. 30, 2012
Common Unitholders - Public [Member]
Dec. 31, 2012
Common Unitholders - Public [Member]
Sep. 30, 2013
Common Unitholders - Affiliates [Member]
Sep. 30, 2012
Common Unitholders - Affiliates [Member]
Sep. 30, 2013
Common Unitholders - Affiliates [Member]
Sep. 30, 2012
Common Unitholders - Affiliates [Member]
Dec. 31, 2012
Common Unitholders - Affiliates [Member]
Sep. 24, 2012
Predecessor [Member]
Sep. 24, 2012
Predecessor [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 574,000 
$ 9,597,000 
$ 3,617,000 
$ 27,504,000 
$ 8,994,000 
 
 
$ 4,793,000 
 
$ 287,000 
$ 13,747,000 
$ 287,000 
 
$ 4,804,000 
 
$ 287,000 
$ 13,758,000 
$ 287,000 
 
 
 
 
 
 
 
 
 
 
$ 3,043,000 
$ 8,420,000 
General partner's interest in net income
 
$ 0 
 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Basic
 
 
 
 
 
10,963,671 
10,947,514 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental Common Shares Attributable to Share-based Payment Arrangements
 
 
 
 
 
26,970 
21,845 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Limited Partnership Units Outstanding, Diluted
 
 
 
 
 
10,990,641 
10,969,359 
10,939,436 
10,939,436 
 
10,939,436 
10,939,436 
 
 
 
 
 
 
10,927,611 
10,925,000 
10,925,870 
10,925,000 
 
36,060 
14,436 
21,644 
14,436 
 
 
 
Weighted Average Number of Limited Partnership and General Partnership Unit Outstanding, Basic and Diluted
 
 
 
 
 
 
 
10,939,436 
 
 
10,939,436 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share, Basic and Diluted
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.43 
$ 0.03 
 
$ 1.25 
$ 0.03 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share, Basic
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 0.44 
$ 0.03 
 
$ 1.26 
$ 0.03 
 
 
 
 
 
 
 
 
 
 
 
 
Net income per limited partner unit:
 
 
 
 
 
 
 
$ 0.44 
$ 0.03 
 
$ 1.26 
$ 0.03 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited Partners' Capital Account, Units Outstanding
 
 
 
 
 
 
 
10,939,436 
 
 
10,939,436 
 
10,939,436 
 
 
 
 
 
10,932,834 
 
10,932,834 
 
10,925,000 
79,308 
 
79,308 
 
14,436 
 
 
Related-Party Transactions (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 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2013
stores
Sep. 30, 2012
Sep. 30, 2013
stores
Sep. 30, 2012
Dec. 31, 2012
Sep. 30, 2013
SUSS [Member]
Sep. 30, 2013
SUSS [Member]
agreement
stores
Sep. 29, 2012
SUSS [Member]
Sep. 30, 2012
Predecessor [Member]
Sep. 30, 2012
Predecessor [Member]
Sep. 30, 2013
Predecessor [Member]
SUSS [Member]
Sep. 30, 2013
Predecessor [Member]
SUSS [Member]
Sep. 30, 2013
GFI Acquisition [Member]
Common Units [Member]
SUSS [Member]
Sep. 29, 2012
IPO [Member]
Common Units [Member]
SUSS [Member]
Sep. 25, 2012
IPO [Member]
Common Units [Member]
SUSS [Member]
Sep. 29, 2012
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
Sep. 25, 2012
IPO [Member]
Subordinated Units [Member]
SUSS [Member]
Sep. 30, 2013
Common Unitholders [Member]
Successor [Member]
Sep. 30, 2013
Common Unitholders [Member]
Successor [Member]
Sep. 30, 2013
IPO [Member]
stores
Sep. 30, 2013
Allocated From Predecessor [Member]
Sep. 30, 2013
Allocated From Predecessor [Member]
Sep. 30, 2012
Allocated From Predecessor [Member]
Predecessor [Member]
Sep. 30, 2012
Allocated From Predecessor [Member]
Predecessor [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of long-term commercial agreements
 
 
 
 
 
 
2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution agreement term
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Margin on transportation costs
 
 
 
 
 
 
0.03 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transportation agreement term
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Purchase option term
 
 
 
 
 
 
3 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of convenience stores
 
 
 
 
 
 
75 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Initial term
 
 
 
 
 
 
15 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exclusive distributor term
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Participation in acquisitions term
 
 
 
 
 
 
10 years 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Limited partner units outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
14,436 
14,436 
10,939,436 
10,939,436 
 
 
 
 
 
 
 
Limited partner units issued Percentage ownership, subordinate units
 
 
 
 
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage common units
 
 
 
 
 
 
 
0.07% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motor fuel sales to affiliates
$ 775,769,000 
$ 647,301,000 
$ 2,257,800,000 
$ 1,894,471,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit from related parties
 
 
 
 
 
8,100,000 
23,500,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative expenses from related parties
 
 
 
 
 
700,000 
1,800,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allocated Share-based Compensation Expense
546,000 
 
1,351,000 
 
 
 
 
 
247,000 
816,000 
 
 
 
 
 
 
 
 
 
 
0 
0 
241,000 
810,000 
Reimbursement costs of employees supporting operations
2,800,000 
 
8,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,000,000 
14,500,000 
 
 
 
 
 
Charge for transportation services
12,800,000 
 
37,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rent expense
1,900,000 
 
4,000,000 
 
 
 
 
 
 
 
700,000 
2,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
Number of convenience store properties acquired
10 
 
22 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30 
 
 
 
 
Cost for convenience stores acquired
37,800,000 
 
92,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
121,000,000 
 
 
 
 
Receivables from affiliates
36,431,000 
 
36,431,000 
 
59,543,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of units to Parent for net assets
 
 
 
 
 
 
 
 
 
 
 
 
$ 2,000,000