Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | ||
Sep. 30, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | |
Common Units [Member] | Subordinated Units [Member] | ||
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-13 | ' | ' |
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
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
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_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
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_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | 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 | $0.47 | $0.03 | $1.36 | $0.03 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | 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
Organization and Principles of Consolidation | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
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 | 9 Months Ended | |
Sep. 30, 2013 | ||
Initial Public Offering [Abstract] | ' | |
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_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
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 | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Receivable, Net [Abstract] | ' | |||||||
Accounts Receivable | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable, excluding receivables from affiliates, consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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 | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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 | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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_
Goodwill and Other Intangible Assets | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
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 | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Amount | Carrying | Amortization | Amount | |||||||||||||||||||
Amount | 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 | ||||||||||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ||||||||
Long-term debt consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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 | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Leases [Abstract] | ' | |||||||||||||||
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, | September 30, | September 30, | September 30, | |||||||||||||
2012 | 2013 | 2012 | 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_
Interest Expense And Interest Income | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Interest Income (Expense), Net [Abstract] | ' | |||||||||||||||
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, | September 30, | September 30, | September 30, | |||||||||||||
2012 | 2013 | 2012 | 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 | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
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 | % | $ | 3,410 | 35 | % | $ | 4,832 | 35 | % | $ | 9,731 | 35 | % | ||||||||||||
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 | % | 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 | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
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 | |||||||||||||||
30-Sep-12 | 30-Sep-13 | 30-Sep-12 | 30-Sep-13 | |||||||||||||
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 | |||||||||||||||
30-Sep-12 | 30-Sep-13 | 30-Sep-12 | 30-Sep-13 | |||||||||||||
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 | $0.03 | $0.47 | $0.03 | $1.36 | ||||||||||||
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 | $0.44 | 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. |
EquityBased_Compensation
Equity-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
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 | |||||||||||||||
30-Sep-12 | 30-Sep-13 | 30-Sep-12 | 30-Sep-13 | |||||||||||||
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 | $ | 22.1 | |||||||||||||
Net_Income_per_Unit
Net Income per Unit | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
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 | |||||||
30-Sep-13 | 30-Sep-13 | |||||||
(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 | |||||||
30-Sep-12 | 30-Sep-12 | |||||||
(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 | 10,939.44 | 10,939,436 | ||||||
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended | |
Sep. 30, 2013 | ||
Related Party Transactions [Abstract] | ' | |
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_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
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
Accounts Receivable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Receivable, Net [Abstract] | ' | |||||||
Schedule of Accounts Receivable | ' | |||||||
Accounts receivable, excluding receivables from affiliates, consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventories | ' | |||||||
Inventories consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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
Property And Equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of Property and Equipment | ' | |||||||
Property and equipment consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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_1
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | ' | |||||||||||||||||||||||
December 31, 2012 | September 30, 2013 | |||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | |||||||||||||||||||
Carrying | Amortization | Amount | Carrying | Amortization | Amount | |||||||||||||||||||
Amount | 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 | ||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt | ' | |||||||
Long-term debt consisted of the following: | ||||||||
December 31, | September 30, | |||||||
2012 | 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_
Commitments And Contingencies (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Leases [Abstract] | ' | |||||||||||||||
Schedule of Rent Expense | ' | |||||||||||||||
The components of net rent expense are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2012 | 2013 | 2012 | 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_1
Interest Expense And Interest Income (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Interest Income (Expense), Net [Abstract] | ' | |||||||||||||||
Schedule of Interest Expense and Interest Income | ' | |||||||||||||||
The components of net interest expense are as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2012 | 2013 | 2012 | 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_Effecti
Income Tax Schedule of Effective Income Tax Reconciliation (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||
Income Tax Contingency [Line Items] | ' | |||||||||||||||||||||||||||
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 | % | $ | 3,410 | 35 | % | $ | 4,832 | 35 | % | $ | 9,731 | 35 | % | ||||||||||||
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 | % | 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
Equity (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||
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 | |||||||||||||||
30-Sep-12 | 30-Sep-13 | 30-Sep-12 | 30-Sep-13 | |||||||||||||
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 | |||||||||||||||
30-Sep-12 | 30-Sep-13 | 30-Sep-12 | 30-Sep-13 | |||||||||||||
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 | $0.03 | $0.47 | $0.03 | $1.36 | ||||||||||||
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 | $0.44 | 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 | % |
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
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 | |||||||||||||||
30-Sep-12 | 30-Sep-13 | 30-Sep-12 | 30-Sep-13 | |||||||||||||
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 | $ | 22.1 | |||||||||||||
Net_Income_per_Unit_Schedule_o
Net Income per Unit Schedule of Earnings Per Share, Basic and Diluted (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | |||||||
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 | |||||||
30-Sep-13 | 30-Sep-13 | |||||||
(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 | |||||||
30-Sep-12 | 30-Sep-12 | |||||||
(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 | 10,939.44 | 10,939,436 | ||||||
Organization_and_Principles_of1
Organization and Principles of Consolidation (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | Sep. 24, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 06, 2013 |
SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | |||||
IPO [Member] | IPO [Member] | IPO [Member] | IPO [Member] | GFI Acquisition [Member] | ||||||||
Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [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 | ' | $9.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | $21.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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_Detail
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 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 24, 2012 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 29, 2012 | Sep. 25, 2012 | |
SUSP Term Loan [Member] | SUSP Term Loan [Member] | Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Common Units [Member] | Common Units [Member] | ||||
Term Loan [Member] | Term Loan [Member] | Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | Susser Petroleum Partners Revolver [Member] | IPO [Member] | IPO [Member] | IPO [Member] | IPO [Member] | |||||||
Term Loan [Member] | SUSS [Member] | SUSS [Member] | SUSS [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
Accounts Receivable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
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
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
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
Property And Equipment (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
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_2
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 | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
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 |
LongTerm_Debt_Term_Loans_Detai
Long-Term Debt (Term Loans) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 25, 2012 | Sep. 25, 2012 | Sep. 25, 2012 |
SUSP Term Loan [Member] | SUSP Term Loan [Member] | SUSP Term Loan [Member] | SUSP Term Loan [Member] | SUSP Term Loan [Member] | |||
Term Loan [Member] | Term Loan [Member] | Federal Funds Rate [Member] | LIBOR [Member] | LIBOR plus Federal Funds Rate or LIBOR plus Prime Rate [Member] | |||
Term Loan [Member] | Term Loan [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 | ' | ' | ' | ' | ' |
LongTerm_Debt_Revolving_Credit
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 25, 2012 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 25, 2012 |
Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | |||
Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [Member] | Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | LIBOR [Member] | Applicable Margin Range [Member] | Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | LIBOR [Member] | Applicable Margin Range [Member] | |||
Standby Letters of Credit [Member] | Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [Member] | Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [Member] | Revolving Credit Agreement [Member] | Revolving Credit Agreement [Member] | |||||
Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [Member] | Susser Petroleum Partners Revolver [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 | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | 0.50% | ' | ' | ' |
Revolving line of credit | 142,800,000 | 35,590,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated interest coverage ratio | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | 1 | ' | ' |
Consolidated total leverage ratio | ' | ' | ' | ' | ' | ' | 4.5 | ' | ' | ' | 1 | ' | ' |
Consolidated total leverage ratio at end of fiscal quarter | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | 1 | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Current borrowing capacity | ' | ' | ' | $97,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Guaranty_of_Debt
Long-Term Debt (Guaranty of Debt) (Details) (SUSS [Member], Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $) | Sep. 29, 2012 | Sep. 25, 2012 |
In Millions, unless otherwise specified | ||
SUSS [Member] | Revolving Credit Facility and Term Loan [Member] | Guaranty of Collection [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Amount of debt guaranteed | $180.70 | $180.70 |
LongTerm_Debt_Other_Debt_Detai
Long-Term Debt (Other Debt) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 |
Notes Payable - 6% [Member] | Notes Payable - 6% [Member] | GFI Term Loan [Member] | Notes Payable, Four Percent [Member] | ||
Other Notes Payables [Member] | Predecessor [Member] | Other Notes Payables [Member] | Other Notes Payables [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 | ' | ' | ' | ' |
LongTerm_Debt_Fair_Value_Measu
Long-Term Debt (Fair Value Measurements) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 |
Fuel Futures Contracts [Member] | Fuel Futures Contracts [Member] | Predecessor [Member] | ||
Designated as Hedging Instrument [Member] | Designated as Hedging Instrument [Member] | Fuel Futures Contracts [Member] | ||
gal | gal | Designated as Hedging Instrument [Member] | ||
contracts | contracts | |||
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_1
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 | Sep. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | |
Minimum [Member] | Maximum [Member] | Predecessor [Member] | Predecessor [Member] | 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_2
Interest Expense And Interest Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | 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
Income Tax (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 |
Predecessor [Member] | 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
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. 04, 2013 | Aug. 05, 2013 | Sep. 30, 2012 | Sep. 24, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 24, 2012 | Sep. 24, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 06, 2013 | |
Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders - Public [Member] | Common Unitholders - Public [Member] | Common Unitholders - Affiliates [Member] | Common Unitholders - Affiliates [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Predecessor [Member] | Predecessor [Member] | Minimum Quarterly Distribution [Member] | Minimum Quarterly Distribution, Prorated [Member] | Minimum Quarterly Distribution, Prorated [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | SUSS [Member] | SUSS [Member] | IPO [Member] | IPO [Member] | IPO [Member] | IPO [Member] | GFI Acquisition [Member] | |||||||||
First Target Distribution [Member] | Second Target Distribution [Member] | Third Target Distribution [Member] | Distributions Thereafter [Member] | First Target Distribution [Member] | Second Target Distribution [Member] | Third Target Distribution [Member] | Minimum Quarterly Distribution [Member] | First Target Distribution [Member] | Second Target Distribution [Member] | Third Target Distribution [Member] | Distributions Thereafter [Member] | Minimum Quarterly Distribution [Member] | First Target Distribution [Member] | Second Target Distribution [Member] | Third Target Distribution [Member] | Distributions Thereafter [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | |||||||||||||||||||||||||||||
Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.44 | $0.47 | $0.45 | $0.44 | $0.50 | $0.55 | $0.66 | $0.50 | $0.55 | $0.66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' |
EquityBased_Compensation_Detai
Equity-Based Compensation (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 | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Phantom common units [Member] | Phantom common units [Member] | Allocated From Predecessor [Member] | Allocated From Predecessor [Member] | Allocated From SUSS [Member] | Allocated From SUSS [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | 2012 Long Term Incentive Plan [Member] | 2012 Long Term Incentive Plan [Member] | 2012 Long Term Incentive Plan [Member] | |||
Phantom common units [Member] | Phantom common units [Member] | Allocated From Predecessor [Member] | Allocated From Predecessor [Member] | Allocated From SUSS [Member] | Allocated From SUSS [Member] | Phantom common units [Member] | Phantom common units [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 | ' | ' | ' |
EquityBased_Compensation_Phant
Equity-Based Compensation (Phantom Common Unit Awards) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | 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 | $0.90 | $0.90 | ' |
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
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 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 24, 2012 | Sep. 24, 2012 | |
Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders [Member] | Common Unitholders - Public [Member] | Common Unitholders - Public [Member] | Common Unitholders - Public [Member] | Common Unitholders - Public [Member] | Common Unitholders - Public [Member] | Common Unitholders - Affiliates [Member] | Common Unitholders - Affiliates [Member] | Common Unitholders - Affiliates [Member] | Common Unitholders - Affiliates [Member] | Common Unitholders - Affiliates [Member] | Predecessor [Member] | 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 | ' | ' |
RelatedParty_Transactions_Deta
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 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 29, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 29, 2012 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | |
stores | stores | SUSS [Member] | SUSS [Member] | SUSS [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | GFI Acquisition [Member] | IPO [Member] | IPO [Member] | IPO [Member] | IPO [Member] | Common Unitholders [Member] | Common Unitholders [Member] | IPO [Member] | Allocated From Predecessor [Member] | Allocated From Predecessor [Member] | Allocated From Predecessor [Member] | Allocated From Predecessor [Member] | ||||
agreement | SUSS [Member] | SUSS [Member] | Common Units [Member] | Common Units [Member] | Common Units [Member] | Subordinated Units [Member] | Subordinated Units [Member] | Successor [Member] | Successor [Member] | stores | Predecessor [Member] | Predecessor [Member] | ||||||||||||
stores | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | SUSS [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of long-term commercial agreements | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution agreement term | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Margin on transportation costs | ' | ' | ' | ' | ' | ' | 0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transportation agreement term | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase option term | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of convenience stores | ' | ' | ' | ' | ' | ' | 75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |