Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SUNOCO LP | |
Entity Central Index Key | 1552275 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,894,659 | |
Subordinated Units [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,939,436 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $50,971 | $67,151 |
Accounts receivable, net | 65,704 | 64,082 |
Receivables from affiliates | 33,511 | 36,716 |
Inventories, net | 52,683 | 48,646 |
Other current assets | 9,051 | 8,546 |
Total current assets | 211,920 | 225,141 |
Property, Plant and Equipment, Net | 927,760 | 905,465 |
Other assets: | ||
Goodwill | 864,088 | 863,458 |
Intangible assets, net | 169,579 | 172,108 |
Deferred income taxes | 20,969 | 14,893 |
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015) | 16,089 | 16,416 |
Total assets | 2,210,405 | 2,197,481 |
Current liabilities: | ||
Accounts Payable, Current | 106,916 | 95,932 |
Accounts payable to affiliates | 2,605 | 3,112 |
Accrued Expenses And Other Current Liabilities | 45,531 | 41,881 |
Long-term Debt, Current Maturities | 13,749 | 13,757 |
Total current liabilities | 168,801 | 154,682 |
Revolving Line of Credit | 684,775 | 683,378 |
Long-term debt | 171,412 | 173,383 |
Other Liabilities, Noncurrent | 49,396 | 49,306 |
Total liabilities | 1,074,384 | 1,060,749 |
Partners' capital: | ||
Total equity | 1,136,021 | 1,136,732 |
Partners' Capital, Including Portion Attributable to Noncontrolling Interest | 1,140,819 | 1,142,376 |
Noncontrolling Interest in Variable Interest Entity | -4,798 | -5,644 |
Total liabilities and equity | 2,210,405 | 2,197,481 |
Common Units - Public [Member] | ||
Partners' capital: | ||
Total equity | 874,688 | |
Common Units - Affiliates [Member] | ||
Partners' capital: | ||
Total equity | 31,378 | |
Subordinated Units [Member] | ||
Partners' capital: | ||
Total equity | $236,310 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts | $1,401 | $1,220 |
Partners' capital: | ||
Receivables from affiliates | 33,511 | 36,716 |
Property, Plant and Equipment, Net | 927,760 | 905,465 |
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015) | 16,089 | 16,416 |
Accounts Payable, Current | 106,916 | 95,932 |
Accrued Expenses And Other Current Liabilities | 45,531 | 41,881 |
Long-term Debt, Current Maturities | 13,749 | 13,757 |
Long-term debt | 171,412 | 173,383 |
Other Liabilities, Noncurrent | 49,396 | 49,306 |
Common Units - Public [Member] | ||
Partners' capital: | ||
Limited Partners' Capital Account, Units Issued | 20,036,329 | 20,036,329 |
Limited Partners' Capital Account, Units Outstanding | 20,036,329 | 20,036,329 |
Common Units - Affiliated [Member] | ||
Partners' capital: | ||
Limited Partners' Capital Account, Units Issued | 4,062,848 | 4,062,848 |
Limited Partners' Capital Account, Units Outstanding | 4,062,848 | 4,062,848 |
Subordinated Units [Member] | ||
Partners' capital: | ||
Limited Partners' Capital Account, Units Issued | 10,939,436 | 10,939,436 |
Limited Partners' Capital Account, Units Outstanding | 10,939,436 | 10,939,436 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Partners' capital: | ||
Receivables from affiliates | 4,173 | 3,484 |
Property, Plant and Equipment, Net | 44,947 | 45,340 |
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015) | 3,665 | 3,665 |
Accounts Payable, Current | 6 | 6 |
Accrued Expenses And Other Current Liabilities | 484 | 484 |
Long-term Debt, Current Maturities | 8,389 | 8,422 |
Long-term debt | 47,514 | 48,029 |
Other Liabilities, Noncurrent | $1,190 | $1,190 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Successor [Member] | ||
Fuel Sales Revenue - Retail | $160,761 | |
Revenues: | ||
Wholesale motor fuel sales to third parties | 413,847 | |
Wholesale motor fuel sales to affiliates | 487,500 | |
Sales Revenue, Goods, Net | 47,519 | |
Rental Income | 13,362 | |
Other income | 6,739 | |
Total revenues | 1,129,728 | |
Fuel Costs for Sales - Retail | 139,564 | |
Cost of sales | ||
Wholesale motor fuel cost of sales to third parties | 388,632 | |
Wholesale motor fuel cost of sales to affiliates | 478,418 | |
Other | 1,240 | |
Total cost of sales | 1,042,679 | |
Cost of Goods Sold | 34,825 | |
Gross profit | 87,049 | |
Operating expenses | ||
General and administrative | 10,873 | |
Labor and Related Expense | 11,211 | |
Other operating | 16,609 | |
Rent | 4,111 | |
Gain on disposal of assets and impairment charge | -266 | |
Depreciation, amortization and accretion | 17,566 | |
Total operating expenses | 60,104 | |
Income from operations | 26,945 | |
Interest expense, net | -8,197 | |
Income before income taxes | 18,748 | |
Income tax expense | -830 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 17,918 | |
Net Income (Loss) Attributable to Parent | 17,072 | |
Cash distribution per unit | $0.65 | |
Predecessor [Member] | ||
Fuel Sales Revenue - Retail | 0 | |
Revenues: | ||
Wholesale motor fuel sales to third parties | 444,566 | |
Wholesale motor fuel sales to affiliates | 766,090 | |
Sales Revenue, Goods, Net | 0 | |
Rental Income | 3,923 | |
Other income | 2,008 | |
Total revenues | 1,216,587 | |
Fuel Costs for Sales - Retail | 0 | |
Cost of sales | ||
Wholesale motor fuel cost of sales to third parties | 435,723 | |
Wholesale motor fuel cost of sales to affiliates | 757,723 | |
Other | 1,021 | |
Total cost of sales | 1,194,467 | |
Cost of Goods Sold | 0 | |
Gross profit | 22,120 | |
Operating expenses | ||
General and administrative | 4,870 | |
Labor and Related Expense | 0 | |
Other operating | 2,034 | |
Rent | 249 | |
Gain on disposal of assets and impairment charge | 0 | |
Depreciation, amortization and accretion | 3,326 | |
Total operating expenses | 10,479 | |
Income from operations | 11,641 | |
Interest expense, net | -1,502 | |
Income before income taxes | 10,139 | |
Income tax expense | -7 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 10,132 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |
Net Income (Loss) Attributable to Parent | 10,132 | |
Cash distribution per unit | $0.50 | |
Common Units [Member] | Successor [Member] | ||
Operating expenses | ||
Net income per limited partner unit: | $0.44 | |
Weighted Average Limited Partnership Units Outstanding | 24,136,848 | |
Common Units [Member] | Predecessor [Member] | ||
Operating expenses | ||
Net income per limited partner unit: | $0.46 | |
Weighted Average Limited Partnership Units Outstanding | 11,042,198 | |
Common Units - Affiliated [Member] | Successor [Member] | ||
Operating expenses | ||
Net Income (Loss) Attributable to Parent | 1,980 | |
Weighted Average Limited Partnership Units Outstanding | 4,062,848 | 79,308 |
Common Units - Public [Member] | Successor [Member] | ||
Operating expenses | ||
Net Income (Loss) Attributable to Parent | 9,762 | |
Weighted Average Limited Partnership Units Outstanding | 20,036,329 | 10,938,053 |
Subordinated Units [Member] | Successor [Member] | ||
Operating expenses | ||
Net Income (Loss) Attributable to Parent | $5,330 | |
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted | 10,939,436 | 10,939,436 |
Subordinated Units [Member] | Predecessor [Member] | ||
Operating expenses | ||
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted | 10,939,436 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 |
Cash flows from financing activities: | ||
Cash and cash equivalents at end of period | $50,971 | |
Predecessor [Member] | ||
Cash flows from operating activities: | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 10,132 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation, amortization and accretion | 3,326 | |
Amortization of deferred financing fees | 96 | |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | |
Non-cash unit based compensation expense | 707 | |
Deferred income tax | -29 | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | -28,871 | |
Increase (Decrease) in Due from Affiliates, Current | -10,207 | |
Inventories | -24,683 | |
Other assets | -265 | |
Accounts payable | 12,585 | |
Increase (Decrease) in Due to Affiliates, Current | 0 | |
Accrued liabilities | 3,325 | |
Other noncurrent liabilities | -332 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | -34,216 | |
Cash flows from investing activities: | ||
Capital expenditures | -28,424 | |
Purchase of intangibles | -2,790 | |
Redemption of marketable securities | 25,952 | |
Proceeds from disposal of property and equipment | 17 | |
Net Cash Used in Investing Activities, Continuing Operations | -5,245 | |
Cash flows from financing activities: | ||
Payments on long-term debt | -25,872 | |
Increase in additional borrowings | 295,550 | |
Repayments of Lines of Credit | -221,760 | |
Distributions to Parent | -5,345 | |
Payments of Distributions to Unitholders | 5,305 | |
Proceeds from (Payments for) Other Financing Activities | 0 | |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | 37,268 | |
Net decrease in cash | -2,193 | |
Cash and cash equivalents at beginning of year | 8,150 | |
Cash and cash equivalents at end of period | 5,957 | |
Successor [Member] | ||
Cash flows from operating activities: | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 17,918 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation, amortization and accretion | 17,566 | |
Amortization of deferred financing fees | 381 | |
Gain (Loss) on Disposition of Property Plant Equipment | 266 | |
Non-cash unit based compensation expense | 195 | |
Deferred income tax | 696 | |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | -1,622 | |
Increase (Decrease) in Due from Affiliates, Current | 4,354 | |
Inventories | -4,816 | |
Other assets | -4,875 | |
Accounts payable | 10,767 | |
Increase (Decrease) in Due to Affiliates, Current | -508 | |
Accrued liabilities | 3,799 | |
Other noncurrent liabilities | 91 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | 43,680 | |
Cash flows from investing activities: | ||
Capital expenditures | -35,764 | |
Purchase of intangibles | -1,482 | |
Redemption of marketable securities | 0 | |
Proceeds from disposal of property and equipment | 16 | |
Net Cash Used in Investing Activities, Continuing Operations | -37,230 | |
Cash flows from financing activities: | ||
Payments on long-term debt | -1,979 | |
Increase in additional borrowings | 153,619 | |
Repayments of Lines of Credit | -152,222 | |
Distributions to Parent | -3,281 | |
Payments of Distributions to Unitholders | 18,693 | |
Proceeds from (Payments for) Other Financing Activities | -74 | |
Net Cash Provided by (Used in) Financing Activities, Continuing Operations | -22,630 | |
Net decrease in cash | -16,180 | |
Cash and cash equivalents at beginning of year | 67,151 | |
Cash and cash equivalents at end of period | $50,971 |
Consolidated_Statement_of_Unit
Consolidated Statement of Unitholder's Equity Statement (USD $) | 8 Months Ended | 3 Months Ended | 4 Months Ended | |
In Thousands, unless otherwise specified | Aug. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Total equity | $1,136,021 | $1,136,732 | ||
Predecessor [Member] | ||||
Total equity | 73,617 | 79,693 | ||
General Partners' Capital Account, Period Distribution Amount | -16,668 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | -16,485 | |||
Partners' Capital Account, Unit-based Compensation | 4,692 | |||
Stock Repurchased and Retired During Period, Value | -125 | |||
Net Income (Loss) Attributable to Parent | 22,510 | |||
Successor [Member] | ||||
Total equity | 1,136,021 | 1,136,732 | ||
Partners' Capital Account, Acquisitions | 622,168 | |||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 405,104 | |||
Non-cash Proceeds from Contributions from Parent | -584,833 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | -21,974 | -18,798 | ||
Partners' Capital Account, Unit-based Compensation | 1,344 | 1,388 | ||
Partners' Capital, Other | 2,001 | |||
Net Income (Loss) Attributable to Parent | 17,072 | 34,233 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 17,918 | |||
Common Units - Public [Member] | Predecessor [Member] | ||||
Total equity | 207,216 | 210,269 | ||
Distribution Made to Limited Partner, Cash Distributions Paid | -16,485 | |||
Partners' Capital Account, Unit-based Compensation | 2,340 | |||
Stock Repurchased and Retired During Period, Value | -125 | |||
Net Income (Loss) Attributable to Parent | 11,217 | |||
Common Units - Public [Member] | Successor [Member] | ||||
Total equity | 873,116 | 874,688 | ||
Partners' Capital Account, Acquisitions | 253,237 | |||
Partners' Capital Account, Public Sale of Units Net of Offering Costs | 405,104 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | -12,028 | -10,356 | ||
Partners' Capital Account, Unit-based Compensation | 768 | 748 | ||
Partners' Capital, Other | -74 | |||
Net Income (Loss) Attributable to Parent | 9,762 | 18,739 | ||
Subordinated Units [Member] | ||||
Total equity | 236,310 | |||
Subordinated Units [Member] | Predecessor [Member] | ||||
Total equity | -135,073 | -132,138 | ||
General Partners' Capital Account, Period Distribution Amount | -16,484 | |||
Partners' Capital Account, Unit-based Compensation | 2,336 | |||
Stock Repurchased and Retired During Period, Value | 0 | |||
Net Income (Loss) Attributable to Parent | 11,213 | |||
Subordinated Units [Member] | Successor [Member] | ||||
Total equity | 235,449 | 236,310 | ||
Partners' Capital Account, Acquisitions | 366,276 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | -6,611 | -5,970 | ||
Partners' Capital Account, Unit-based Compensation | 420 | 547 | ||
Net Income (Loss) Attributable to Parent | 5,330 | 10,530 | ||
Common Units - Affiliated [Member] | Predecessor [Member] | ||||
Total equity | 1,474 | 1,562 | ||
General Partners' Capital Account, Period Distribution Amount | -184 | |||
Partners' Capital Account, Unit-based Compensation | 16 | |||
Stock Repurchased and Retired During Period, Value | 0 | |||
Net Income (Loss) Attributable to Parent | 80 | |||
Common Units - Affiliated [Member] | Successor [Member] | ||||
Total equity | 32,254 | 31,378 | ||
Partners' Capital Account, Acquisitions | 2,655 | |||
Non-cash Proceeds from Contributions from Parent | -591,520 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | -3,335 | -2,472 | ||
Partners' Capital Account, Unit-based Compensation | 156 | 93 | ||
Partners' Capital, Other | 2,075 | |||
Net Income (Loss) Attributable to Parent | 1,980 | 3,921 | ||
Noncontrolling Interest [Member] | Successor [Member] | ||||
Total equity | -4,798 | -5,644 | ||
Non-cash Proceeds from Contributions from Parent | -6,687 | |||
Net Income (Loss) Attributable to Parent | $846 | $1,043 |
Segment_Reporting_Statement
Segment Reporting Statement (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | |
Inventory Write-down | ($2,000,000) |
Assets | 2,210,405,000 |
Successor [Member] | |
Segment Reporting Information [Line Items] | |
Fuel Sales Revenue - Retail | 160,761,000 |
Wholesale motor fuel sales to third parties | 413,847,000 |
Wholesale motor fuel sales to affiliates | 487,500,000 |
Sales Revenue, Goods, Net | 47,519,000 |
Rental Income | 13,362,000 |
Other income | 6,739,000 |
Intersegment Sales | 0 |
Revenues | 1,129,728,000 |
Gross Profit, Motor Fuel Sales - Retail | 21,197,000 |
Gross Profit, Motor Fuel Sales to Third Party | 25,215,000 |
Gross profit from related parties | 9,082,000 |
Gross Profit, Merchandise | 12,694,000 |
Gross Profit, Rental Income | 13,362,000 |
Gross Profit, Other | 5,499,000 |
Gross Profit | 87,049,000 |
Operating Expenses | 60,104,000 |
Operating Income (Loss) | 26,945,000 |
Interest Expense | -8,197,000 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 18,748,000 |
Income Tax Expense (Benefit) | -830,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 17,918,000 |
Depreciation, amortization and accretion | 17,566,000 |
EBITDA | 44,511,000 |
Non-cash unit based compensation expense | 195,000 |
Gain on disposal of assets and impairment charge | -266,000 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 1,174,000 |
Inventory Write-down | -2,000,000 |
Adjusted EBITDA | 43,659,000 |
Payments to Acquire Property, Plant, and Equipment | 35,764,000 |
Gallons of fuel | 606,853,000 |
Assets | 2,210,405,000 |
Successor [Member] | Wholesale Segment [Member] | |
Segment Reporting Information [Line Items] | |
Fuel Sales Revenue - Retail | 0 |
Wholesale motor fuel sales to third parties | 413,847,000 |
Wholesale motor fuel sales to affiliates | 487,500,000 |
Sales Revenue, Goods, Net | 0 |
Rental Income | 7,524,000 |
Other income | 4,200,000 |
Intersegment Sales | 91,170,000 |
Revenues | 1,004,241,000 |
Gross Profit, Motor Fuel Sales - Retail | 0 |
Gross Profit, Motor Fuel Sales to Third Party | 25,215,000 |
Gross profit from related parties | 9,082,000 |
Gross Profit, Merchandise | 0 |
Gross Profit, Rental Income | 7,524,000 |
Gross Profit, Other | 2,960,000 |
Gross Profit | 44,781,000 |
Operating Expenses | 30,559,000 |
Operating Income (Loss) | 14,222,000 |
Interest Expense | -2,402,000 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 11,820,000 |
Income Tax Expense (Benefit) | -1,069,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 10,751,000 |
Depreciation, amortization and accretion | 11,950,000 |
EBITDA | 26,172,000 |
Non-cash unit based compensation expense | 120,000 |
Gain on disposal of assets and impairment charge | 19,000 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 1,174,000 |
Inventory Write-down | -2,400,000 |
Adjusted EBITDA | 25,104,000 |
Payments to Acquire Property, Plant, and Equipment | 32,393,000 |
Gallons of fuel | 594,799,000 |
Assets | 1,180,664,000 |
Successor [Member] | Retail Segment [Member] | |
Segment Reporting Information [Line Items] | |
Fuel Sales Revenue - Retail | 160,761,000 |
Wholesale motor fuel sales to third parties | 0 |
Wholesale motor fuel sales to affiliates | 0 |
Sales Revenue, Goods, Net | 47,519,000 |
Rental Income | 5,838,000 |
Other income | 2,539,000 |
Intersegment Sales | 0 |
Revenues | 216,657,000 |
Gross Profit, Motor Fuel Sales - Retail | 21,197,000 |
Gross Profit, Motor Fuel Sales to Third Party | 0 |
Gross profit from related parties | 0 |
Gross Profit, Merchandise | 12,694,000 |
Gross Profit, Rental Income | 5,838,000 |
Gross Profit, Other | 2,539,000 |
Gross Profit | 42,268,000 |
Operating Expenses | 29,545,000 |
Operating Income (Loss) | 12,723,000 |
Interest Expense | -5,795,000 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 6,928,000 |
Income Tax Expense (Benefit) | 239,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 7,167,000 |
Depreciation, amortization and accretion | 5,616,000 |
EBITDA | 18,339,000 |
Non-cash unit based compensation expense | 75,000 |
Gain on disposal of assets and impairment charge | -285,000 |
Unrealized Gain (Loss) on Derivatives and Commodity Contracts | 0 |
Inventory Write-down | 400,000 |
Adjusted EBITDA | 18,555,000 |
Payments to Acquire Property, Plant, and Equipment | 3,371,000 |
Gallons of fuel | 67,834,000 |
Assets | 448,940,000 |
Successor [Member] | Intersegment Eliminations [Member] | |
Segment Reporting Information [Line Items] | |
Intersegment Sales | -91,170,000 |
Revenues | ($91,170,000) |
Gallons of fuel | -55,780,000 |
Organization_and_Principles_of
Organization and Principles of Consolidation | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Principles of Consolidation | Organization and Principles of Consolidation | |
The Partnership was formed in June 2012 by Susser Holdings Corporation ("Susser") and its wholly owned subsidiary, Sunoco GP LLC (“SGP”, formerly known as Susser Petroleum Partners GP LLC), our general partner. On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests. | ||
On April 27, 2014, Susser entered into an Agreement and Plan of Merger with Energy Transfer Partners, L.P. (“ETP”) and certain other related entities, under which ETP would acquire the outstanding common shares of Susser ("ETP Merger"). This transaction was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights in us, and directly and indirectly acquired approximately 11.0 million of our common and subordinated units (representing approximately 50.1% of our then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 3 for further information. | ||
Effective October 27, 2014, Susser Petroleum Partners LP (ticker symbol: SUSP) changed its name to Sunoco LP ("SUN", ticker symbol: SUN). These changes align the Partnership's legal and marketing name with that of ETP's iconic brand, Sunoco. As used in this document, the terms "Partnership", "SUN", "we", "us" or "our", should be understood to refer to Sunoco LP including, prior to October 27, 2014, Susser Petroleum Partners LP. | ||
The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, its majority-owned subsidiaries, and variable interest entities (VIEs) in which it is the primary beneficiary. We distribute motor fuels in Texas, New Mexico, Oklahoma, Louisiana, Kansas, Virginia, Maryland, Tennessee, Georgia and Hawaii. Starting in fiscal 2014, we are also an operator of convenience retail stores in Virginia, Maryland, Tennessee, Georgia, and Hawaii. Our recent acquisitions are intended to complement and expand our wholesale distribution business. Results of operations for the Mid-Atlantic Convenience Stores, LLC ("MACS") acquisition, deemed a transaction between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the initial date of common control. See Note 3 for further information. | ||
Prior to the fourth quarter of 2014, we operated our business as one segment, which was primarily engaged in wholesale fuel distribution. With the addition of convenience store operations we have added a retail operating segment. Our primary operations are conducted by the following consolidated wholly owned subsidiaries: | ||
• | Susser Petroleum Operating Company LLC ("SPOC"), a Delaware limited liability company, distributes motor fuel to Susser's retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana. | |
• | T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma and Kansas. On April 1, 2015, T&C Wholesale merged into Susser Energy Services and Susser Energy Services changed its name to Sunoco Energy Services LLC. | |
• | Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties. | |
• | Southside Oil, LLC and MACS Retail LLC, both Virginia limited liability companies, distribute motor fuel and own and operate convenience stores, respectively, primarily in Virginia, Maryland, Tennessee, and Georgia. | |
• | Aloha Petroleum, Ltd, a Hawaii corporation, distributes motor fuel and owns and operates convenience stores on the Hawaiian islands. | |
All significant intercompany accounts and transactions have been eliminated in consolidation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies |
Interim Financial Statements | |
The accompanying interim consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles ("GAAP") and all amounts at March 31, 2015 and for the three months ended March 31, 2014 and 2015 are unaudited. Pursuant to Regulation S-X, certain information and disclosures normally included in the annual financial statements have been condensed or omitted. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 27, 2015. | |
Significant Accounting Policies | |
Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. During the first quarter of 2015, we elected to allocate the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 17). | |
As of March 31, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements. | |
Recently Issued Accounting Pronouncements | |
FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements. | |
FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements. | |
FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU. |
Merger_and_Acquisitions_Notes
Merger and Acquisitions (Notes) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Mergers and Acquisitions | |||
ETP Merger | ||||
As a result of the ETP Merger, we became a consolidated entity of ETP and applied “push down” accounting that required our assets and liabilities to be adjusted to fair value as of the date of the merger on August 29, 2014. Due to the application of "push down" accounting, our consolidated financial statements and certain footnote disclosures are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented. The periods prior to the ETP Merger are identified as “Predecessor” and the period after the ETP Merger is identified as “Successor”. For accounting purposes, management has designated the ETP Merger date as August 31, 2014, as the operating results and change in financial position for the intervening period is not material. | ||||
Management, with the assistance of a third party valuation firm, has estimated the fair value of our and Susser's assets and liabilities as of the date of acquisition by ETP. Our identifiable intangible assets consist primarily of dealer relationships, the fair value of which were estimated by applying a discounted cash flow approach which was adjusted for customer attrition assumptions and projected market conditions. The amount of goodwill recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. As a result, material adjustments to this preliminary allocation may occur in the future. | ||||
The following table summarizes the "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands): | ||||
31-Aug-14 | ||||
Current assets | $ | 171,434 | ||
Property and equipment | 272,930 | |||
Goodwill | 590,042 | |||
Intangible assets | 70,473 | |||
Other noncurrent assets | 811 | |||
Current liabilities | (154,617 | ) | ||
Other noncurrent liabilities | (255,289 | ) | ||
Net assets | $ | 695,784 | ||
Acquisitions | ||||
Mid-Atlantic Convenience Stores, LLC Acquisition | ||||
On October 1, 2014, we acquired Mid-Atlantic Convenience Stores, LLC ("MACS") from ETP for a total consideration of approximately $768.0 million, subject to certain working capital adjustments. The consideration paid consisted of 3,983,540 newly issued Partnership common units and $566.0 million in cash. We initially financed the cash portion of the MACS acquisition by utilizing availability under the 2014 Revolver (as defined below). A portion of the revolver borrowing was repaid during the fourth quarter, using cash from proceeds of an equity offering. MACS has been determined to be the primary beneficiary of certain variable interest entities, and therefore the Partnership consolidates these variable interest entities. | ||||
The assets owned by MACS include approximately 100 company-operated retail convenience stores and 200 dealer-operated and consignment sites that were previously acquired by ETP. The combined portfolio includes locations in Virginia, Maryland, Tennessee and Georgia. This was the first transaction completed in a series of previously announced drop-down plans by which ETP intends to transfer its retail and fuel distribution businesses to the Partnership. The acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values and no additional goodwill was created. The Partnership's results of operations include the MACS' results of operations beginning September 1, 2014, the date of common control. As a result, the Partnership retrospectively adjusted its financial statements to include the balances and operations of MACS from September 1, 2014. | ||||
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values, including the initial tax accounting related to the transaction (in thousands): | ||||
31-Aug-14 | ||||
Current assets | $ | 96,749 | ||
Property and equipment | 463,772 | |||
Goodwill | 118,610 | |||
Intangible assets | 90,676 | |||
Other noncurrent assets | 48,913 | |||
Current liabilities | (45,151 | ) | ||
Other noncurrent liabilities | (186,661 | ) | ||
Net assets | 586,908 | |||
Net deemed contribution | (21,095 | ) | ||
Cash acquired | (60,798 | ) | ||
Total cash consideration, net of cash acquired | $ | 505,015 | ||
The goodwill recorded in connection with the MACS acquisition is deductible for tax purposes. | ||||
Aloha Petroleum, Ltd. Acquisition | ||||
On December 16, 2014, we completed the acquisition of 100% of the stock of Honolulu, Hawaii-based Aloha Petroleum, Ltd. ("Aloha"). Aloha is the largest independent gasoline marketer and one of the largest convenience store operators in Hawaii, with an extensive wholesale fuel distribution network and six fuel storage terminals on the islands. Aloha currently markets through approximately 100 Aloha, Shell, and Mahalo branded fuel stations throughout the state, about half of which are company operated. We believe the entry into the retail convenience store market combined with our wholesale distribution network will allow us to achieve greater returns on our investments. The adjusted purchase price for Aloha was approximately $267.0 million in cash, subject to a post-closing earn-out we have estimated at $13.0 million, and certain post closing adjustments, and before transaction costs and other expenses totaling $2.8 million. As of December 31, 2014, we have recorded on our consolidated balance sheet under other non-current liabilities the $13.0 million contingent consideration, which we based on the internal evaluation of the earnings level that Aloha is expected to achieve during the earnout period of December 16, 2014 through December 31, 2022. Approximately $2.1 million of the cash consideration was placed in an escrow account to satisfy indemnification obligations of the seller and certain environmental claims, pursuant to the terms of the purchase agreement. | ||||
The Partnership allocated the total purchase consideration to the assets acquired and liabilities assumed based on their preliminary estimate of the respective fair values as of the acquisition date. The carrying values of assets and liabilities (excluding intangibles and non-current liabilities) in this preliminary estimate were assumed to approximate their fair values. Our identifiable intangible assets consist primarily of dealer relationships. The amount of goodwill preliminarily recorded represents the excess of our estimated enterprise value over the fair value of our assets and liabilities. The value of certain assets and liabilities are preliminary in nature, and are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. As a result, material adjustments to this preliminary allocation may occur in the future. Management is reviewing the valuation and confirming the results to determine the final purchase price allocation. | ||||
The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands): | ||||
16-Dec-14 | ||||
Current assets | $ | 67,490 | ||
Property and equipment | 99,292 | |||
Goodwill | 155,438 | |||
Intangible assets | 10,686 | |||
Other noncurrent assets | 636 | |||
Current liabilities | (20,464 | ) | ||
Other noncurrent liabilities | (33,095 | ) | ||
Total consideration | 279,983 | |||
Cash acquired | (30,597 | ) | ||
Contingent consideration | (12,979 | ) | ||
Total cash consideration, net of cash acquired and contingent consideration | $ | 236,407 | ||
The Aloha acquisition was a stock purchase transaction. It is being treated as such for tax purposes and any resulting goodwill is not deductible for tax purposes. |
Variable_Interest_Entity_Notes
Variable Interest Entity (Notes) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Variable Interest Entity Disclosure [Text Block] | Variable Interest Entities | |||||||
MACS has entered into agreements with entities controlled by the Uphoff Unitholders (members of MACS Holdings, LLC, owner of MACS prior to the acquisition by ETP) to lease the property, buildings and improvements of 35 sites that are now operated by the Partnership. Under the terms of the agreement, the Partnership has the right to purchase the underlying assets of 35 of these leases, along with the assumption of associated debt of up to $54.3 million, for $20.0 million less any unreimbursed costs or claims against the Uphoff Unitholders and accrued excess rent, plus any funds disbursed from the excess rent account to the Partnership or Catterton (members of MACS Holdings, LLC prior to the acquisition by ETP). Because of the purchase option described above, as well as the terms of the leases, the Partnership is determined to be the primary beneficiary of these entities, and therefore the Partnership has consolidated these entities. In determining whether we are the primary beneficiary, we took into consideration the following: | ||||||||
•Identified the significant activities and the parties that have the power to direct them; | ||||||||
•Reviewed the governing board composition and participation ratio; | ||||||||
•Determining the equity, profit and loss ratio; | ||||||||
•Determining the management-sharing ratio; | ||||||||
•Reviewed employment terms; and | ||||||||
•Reviewed the funding and operating agreements. | ||||||||
The assets and liabilities of the VIEs consist of the following (in thousands): | ||||||||
December 31, 2014 | March 31, | |||||||
2015 | ||||||||
Receivables from affiliates | $ | 3,484 | $ | 4,173 | ||||
Property and equipment, net | $ | 45,340 | $ | 44,947 | ||||
Other noncurrent assets | $ | 3,665 | $ | 3,665 | ||||
Accounts payable and accrued liabilities | $ | 490 | $ | 490 | ||||
Long-term debt, including current maturities of $8,422 at December 31, 2014 and $8,389 at March 31, 2015 (see Note 10) | $ | 56,451 | $ | 55,903 | ||||
Other noncurrent liabilities | $ | 1,190 | $ | 1,190 | ||||
The creditors under the VIEs' borrowing arrangements do not have recourse to the Partnership's assets in the event of default on the VIE long-term debt (see Note 10). |
Accounts_Receivable
Accounts Receivable | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounts Receivable, Net [Abstract] | ||||||||
Accounts Receivable | Accounts Receivable | |||||||
Accounts receivable, excluding receivables from affiliates, consisted of the following (in thousands): | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Accounts receivable, trade | $ | 56,006 | $ | 56,987 | ||||
Credit card receivables | 3,681 | 3,814 | ||||||
Vendor receivables for rebates, branding, and other | 2,820 | 3,157 | ||||||
Other receivables | 2,795 | 3,147 | ||||||
Allowance for doubtful accounts | (1,220 | ) | (1,401 | ) | ||||
Accounts receivable, net | $ | 64,082 | $ | 65,704 | ||||
Accounts receivable from affiliates are $36.7 million and $33.5 million as of December 31, 2014 and March 31, 2015, respectively. For additional information regarding our affiliated receivables, see Note 19. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories | |||||||
Effective September 1, 2014, we adopted the last-in, first-out (LIFO) inventory method for fuel inventory, to align our accounting policy with that of ETP. Under the LIFO method, year-end inventory adjustments are considered permanent. Interim quarterly adjustments are considered temporary. We recorded a permanent adjustment to increase fuel inventory by $7.2 million in December 2014, with a corresponding decrease to cost of sales. At March 31, 2015 we recorded a temporary adjustment to increase inventory by $0.1 million, with a corresponding decrease to cost of sales. Additionally, due to the decline in fuel prices, we recorded a $13.6 million and $2.0 million write-down of the LIFO value of fuel inventory in December 2014 and March 2015, respectively. | ||||||||
Inventories consisted of the following (in thousands): | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Fuel-retail | $ | 5,062 | $ | 4,093 | ||||
Fuel-other wholesale | 26,266 | 34,104 | ||||||
Fuel-consignment | 4,975 | 1,745 | ||||||
Merchandise | 11,503 | 11,817 | ||||||
Other | 840 | 924 | ||||||
Inventories, net | $ | 48,646 | $ | 52,683 | ||||
Property_And_Equipment
Property And Equipment | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment consisted of the following (in thousands): | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Land | $ | 311,773 | $ | 317,681 | ||||
Buildings and leasehold improvements | 331,761 | 347,178 | ||||||
Equipment | 289,841 | 297,550 | ||||||
Construction in progress | 4,226 | 11,660 | ||||||
Total property and equipment | 937,601 | 974,069 | ||||||
Less: accumulated depreciation | (32,136 | ) | (46,309 | ) | ||||
Property and equipment, net | $ | 905,465 | $ | 927,760 | ||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
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, 2014 and March 31, 2015, we had $863.5 million and $864.1 million of goodwill recorded in conjunction with past business combinations. The 2014 impairment analysis indicated no impairment in goodwill. As of March 31, 2015, we evaluated potential impairment indicators and we believe no indicators of impairment occurred during the first quarter of 2015, and we believe the assumptions used in the analysis performed in 2014 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the first three months of 2015. | ||||||||||||||||||||||||
The Partnership has indefinite-lived intangible assets recorded that are not amortized. The indefinite-lived assets consist of tradenames and franchise rights. Tradenames and franchise rights relate to our retail segment and were determined to be indefinite lived intangibles and as such, are not amortized. | ||||||||||||||||||||||||
In accordance with ASC 350 Intangibles-Goodwill and Other, the Partnership has definite-lived intangible assets recorded that are amortized. The definite-lived assets consist of supply agreements, customer relations, favorable leasehold arrangements, non-competes, and loan origination costs, all of which are amortized over the respective lives of the agreements or over the period of time the assets are expected to contribute directly or indirectly to the Partnership's future cash flows. Customer relations and supply agreements are being amortized over a weighted average period of approximately five to 20 years. Favorable leasehold arrangements are being amortized over an average period of approximately 15 years. Non-competition agreements are being amortized over the terms of the respective agreements. Loan origination costs are amortized over the life of the underlying debt as an increase to interest expense. | ||||||||||||||||||||||||
We evaluate the estimated benefit periods and recoverability of other intangible assets when facts and circumstances indicate that the lives may not be appropriate and/or the carrying values of the assets may not be recoverable. If the carrying value is not recoverable, impairment is measured as the amount by which the carrying value exceeds its estimated fair value. | ||||||||||||||||||||||||
The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands): | ||||||||||||||||||||||||
December 31, 2014 | March 31, 2015 | |||||||||||||||||||||||
Gross | Accumulated | Net Book Value | Gross | Accumulated | Net Book Value | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Indefinite-lived | ||||||||||||||||||||||||
Tradenames | $ | 8,937 | $ | — | $ | 8,937 | $ | 8,937 | $ | — | $ | 8,937 | ||||||||||||
Franchise rights | 329 | — | 329 | 329 | — | 329 | ||||||||||||||||||
Finite-lived | ||||||||||||||||||||||||
Customer relations including supply agreements | 176,997 | 25,081 | 151,916 | 177,742 | 27,941 | 149,801 | ||||||||||||||||||
Favorable leasehold arrangements, net | 2,810 | 140 | 2,670 | 3,074 | 423 | 2,651 | ||||||||||||||||||
Loan origination costs | 7,611 | 381 | 7,230 | 7,624 | 761 | 6,863 | ||||||||||||||||||
Other intangibles | 1,309 | 283 | 1,026 | 1,337 | 339 | 998 | ||||||||||||||||||
Intangible assets, net | $ | 197,993 | $ | 25,885 | $ | 172,108 | $ | 199,043 | $ | 29,464 | $ | 169,579 | ||||||||||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities (Notes) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accrued Expenses and Other Current Liabilities [Abstract] | ||||||||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | Accrued Expenses and Other Current Liabilities | |||||||
Current accrued expenses and other current liabilities consisted of the following (in thousands): | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Wage and other employee-related accrued expenses | $ | 6,230 | $ | 4,454 | ||||
Franchise agreement termination accrual | 4,579 | 4,579 | ||||||
Accrued tax expense | 18,326 | 23,785 | ||||||
Deposits and other | 12,746 | 12,713 | ||||||
Total | $ | 41,881 | $ | 45,531 | ||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Long-Term Debt | Long-Term Debt | |||||||
Long-term debt consisted of the following (in thousands): | ||||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Sale leaseback financing obligation | $ | 126,643 | $ | 125,253 | ||||
Senior term loan on Uphoff properties ("VIE Debt", see Note 4) | 56,452 | 55,904 | ||||||
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 683,378 | 684,775 | ||||||
Notes payable, bearing interest at 6% and 4% | 3,552 | 3,543 | ||||||
Capital lease obligations | 493 | 461 | ||||||
Total debt | 870,518 | 869,936 | ||||||
Less: current maturities | 13,757 | 13,749 | ||||||
Long-term debt, net of current maturities | $ | 856,761 | $ | 856,187 | ||||
Revolving Credit Agreements | ||||||||
On September 25, 2014, we entered into a new $1.25 billion revolving credit facility (the "2014 Revolver") with a syndicate of banks expiring September 25, 2019 (which date may be extended in accordance with the terms of the credit agreement). The 2014 Revolver includes an accordion feature thus providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. See Note 19 for further discussion of our 2014 Revolver accordion. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit agreement (the “2012 Revolver”) entered into in connection with the IPO. Effective October 7, 2014 in connection with the acquisition of MACS, we entered into a Specified Acquisition period, as further defined in the 2014 Revolver credit agreement, in which our leverage ratio compliance requirements were adjusted upward. This Specified Acquisition period ended on December 31, 2014. | ||||||||
As of March 31, 2015, the balance on the 2014 Revolver was $684.8 million, and $11.8 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at March 31, 2015 was $553.4 million. The Partnership was in compliance with all financial covenants at March 31, 2015. | ||||||||
Guaranty by Susser of Term Loan and 2012 / 2014 Revolver | ||||||||
Susser entered into a Guaranty of Collection (the “Guaranty”) in connection with the Term Loan and the 2012 Revolver, which was transferred to the 2014 Revolver. Pursuant to the Guaranty, Susser guarantees the collection of (i) the principal amount outstanding under the Term Loan and (ii) the 2012 Revolver and 2014 Revolver. Susser's obligation under the Guaranty is limited to 180.7 million. Susser is not required to make payments under the Guaranty unless and until (a) the Partnership has failed to make a payment on the Term Loan or the 2012 and 2014 Revolvers, (b) the obligations under such facilities have been accelerated, (c) all remedies of the applicable lenders to collect the unpaid amounts due under such facilities, whether at law or equity, have been exhausted and (d) the applicable lenders have failed to collect the full amount owing on such facilities. In addition, Susser entered into a Reimbursement Agreement with PropCo, whereby Susser is obligated to reimburse PropCo for any amounts paid by PropCo under the guaranty of the 2012 and 2014 Revolvers executed by our subsidiaries. Susser's exposure under this reimbursement agreement is limited, when aggregated with its obligation under the Guaranty, to 180.7 million. | ||||||||
Variable Interest Entity Debt | ||||||||
Our consolidated VIE (resulting from the MACS acquisition) has a senior term loan ("VIE Debt"), collateralized by certain real and personal properties of the consolidated variable interest entity. The VIE Debt bears interest at LIBOR plus 3.75%, with a floor of 4.5%. As of March 31, 2015, the interest rate was 4.5% and the balance outstanding was $33.7 million. The VIE Debt principal and interest is repayable in equal monthly installments over a 20 year period and includes the right to prepay all outstanding principal at any time, with a penalty of up to 3.0% depending on the date of repayment. | ||||||||
The remaining VIE debt of approximately $22.2 million consists of loans collateralized by equipment and property. The average stated interest rate for these loans was approximately 5.4% as of March 31, 2015. The majority of the debt requires monthly principal and interest payments with maturities through 2034. | ||||||||
Sale Leaseback Financing Obligation | ||||||||
On April 4, 2013, MACS completed a sale leaseback transaction with two separate companies for 50 of its dealer operated sites. As MACS did not meet the criteria for sale leaseback accounting, this transaction was accounted for as a financing arrangement over the course of the lease agreement. The obligations mature in varying dates through 2033, require monthly interest and principal payments, and bear interest at 5.125%. The obligation related to this transaction is included in long-term debt and the balance outstanding as of March 31, 2015 was $125.3 million. | ||||||||
Other Debt | ||||||||
In August 2010 we entered into a mortgage note for an aggregate initial borrowing amount of 1.2 million. The balance outstanding at December 31, 2014 and March 31, 2015 was $1.1 million and $1.0 million, respectively. The mortgage note bears interest at a fixed rate of 6.0%. | ||||||||
In September 2013, we assumed a 3.0 million term loan from Susser as part of the net asset transfer for equity as part of the acquisition of Gainesville Fuel, Inc. by Susser. The 3.0 million term loan had an outstanding balance of 2.5 million as of each December 31, 2014 and 2.5 million and bears a 4.0% fixed rate. | ||||||||
The estimated fair value of long-term debt is calculated using Level 3 inputs. The fair value of debt as of March 31, 2015, is estimated to be approximately $870.0 million, based on outstanding balances as of the end of the period using current interest rates for similar securities. | ||||||||
Capital Lease Obligations | ||||||||
Our capital lease obligations relate to vehicles and office equipment. The total cost of assets under capital leases was $1.4 million with accumulated depreciation of $1.2 million at each December 31, 2014 and March 31, 2015, respectively. |
Fair_Value_Measurements_Notes
Fair Value Measurements (Notes) | 3 Months Ended | |
Mar. 31, 2015 | ||
Fair Value Disclosures [Abstract] | ||
Fair Value, Measurement Inputs, Disclosure [Text Block] | Fair Value Measurements | |
We use fair value measurements to measure, among other items, purchased assets and investments, leases and derivative contracts. We also use them to assess impairment of properties, equipment, intangible assets and goodwill. Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters, or is derived from such prices or parameters. Where observable prices or inputs are not available, use of unobservable prices or inputs is used to estimate the current fair value, often using an internal valuation model. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the item being valued. | ||
ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in measuring fair value into the following hierarchy: | ||
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
Level 2 | Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; | |
Level 3 | Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. | |
Debt or equity securities are classified into the following reporting categories: held-to-maturity, trading or available-for-sale securities. The investments in debt securities, which typically mature in one year or less, are classified as held-to-maturity and valued at amortized cost, which approximates fair value. The fair value of marketable securities is measured using Level 1 inputs. There were none outstanding as of December 31, 2014 nor March 31, 2015. |
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
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 15 years, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are primarily sublet to third parties. | |||||||||
The components of net rent expense are as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2015 | ||||||||
Predecessor | Successor | ||||||||
Cash rent: | |||||||||
Store base rent | $ | 196 | $ | 4,033 | |||||
Equipment rent | 48 | 309 | |||||||
Total cash rent | 244 | 4,342 | |||||||
Non-cash rent: | |||||||||
Straight-line rent | 5 | (231 | ) | ||||||
Net rent expense | $ | 249 | $ | 4,111 | |||||
Equipment rent consists primarily of store equipment and vehicles. |
Interest_Expense_And_Interest_
Interest Expense And Interest Income | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Interest Income (Expense), Net [Abstract] | |||||||||
Interest Expense and Interest Income | Interest Expense and Interest Income | ||||||||
The components of net interest expense are as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2015 | ||||||||
Predecessor | Successor | ||||||||
Interest expense (1) | $ | 1,429 | $ | 7,885 | |||||
Amortization of loan costs | 96 | 381 | |||||||
Interest income | (23 | ) | (69 | ) | |||||
Interest expense, net | $ | 1,502 | $ | 8,197 | |||||
(1) Interest expense related to the VIE is approximately $2.4 million for the three months ended March 31, 2015. |
Income_Tax
Income Tax | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||
Income Tax | Income Tax | ||||||||||||||
As a partnership, we are generally not subject to state and federal income tax. Our taxable income or loss, which may vary substantially from the net income or net loss reported in the Consolidated Statements of Operations and Comprehensive Income, is generally includable in the federal and state income tax returns of each unitholder. | |||||||||||||||
As a publicly traded partnership, we are subject to a statutory requirement that our "qualifying income" (as defined by the Internal Revenue Code, related Treasury Regulations and IRS pronouncements) exceed 90% of our total gross income, determined on a calendar year basis. If our qualifying income does not meet this statutory requirement, all of our activity would be taxed as a corporation for federal and state income tax purposes. For the year ended December 31, 2014 and the three months ended March 31, 2015, our qualifying income met the statutory requirements. | |||||||||||||||
To meet the statutory requirements for qualifying income, we conduct certain activities that do not produce qualifying income through corporate subsidiaries. Historically, our effective tax rate differed from the statutory rate primarily due to partnership earnings that are not subject to U.S. federal and most state income taxes at the partnership level. The completion of the MACS and Aloha acquisitions (see Note 3) significantly increased the activities conducted through corporate subsidiaries. A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three months ended March 31, 2014 and 2015 is as follows (in thousands, except for tax rate percentages): | |||||||||||||||
Three Months Ended | |||||||||||||||
March 31, 2014 | March 31, 2015 | ||||||||||||||
Predecessor | Successor | ||||||||||||||
Tax at statutory federal rate | $ | 3,549 | 35 | % | $ | 6,562 | 35 | % | |||||||
Partnership earnings not subject to tax | (3,610 | ) | (35.6 | )% | (4,824 | ) | (25.7 | )% | |||||||
State and local tax, net of federal benefit | 68 | 0.7 | % | (908 | ) | (4.9 | )% | ||||||||
Net income tax expense | $ | 7 | 0.1 | % | $ | 830 | 4.4 | % | |||||||
The increase in the effective tax rate for the three months ended March 31, 2015 was primarily due to an increase in activity subject to corporate taxes due to the MACS and Aloha acquisitions. Additionally, the MACS and Aloha acquisitions created additional state income tax due to new corporate state tax filing requirements in Georgia, Maryland, Tennessee, Virginia and Hawaii. |
Partners_Capital_Notes
Partners' Capital (Notes) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Equity [Abstract] | |||||||||||||
Partners' Capital | Partners' Capital | ||||||||||||
As of March 31, 2015, ETP owned 4,062,848 common units and 10,939,436 subordinated units, which together constitute a 42.8% ownership interest in us. As of March 31, 2015, the public owned 20,036,329 common 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 ETP (prior to the ETP Merger, Susser). | |||||||||||||
The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts): | |||||||||||||
Attributable to Common Units | |||||||||||||
Three Months Ended | |||||||||||||
31-Mar-14 | 31-Mar-15 | ||||||||||||
Predecessor | Successor | ||||||||||||
Distributions (a) | $ | 5,535 | $ | 16,057 | |||||||||
Distributions in excess of income | (450 | ) | (5,525 | ) | |||||||||
Limited partners' interest in net income | $ | 5,085 | $ | 10,532 | |||||||||
Attributable to Subordinated Units | |||||||||||||
Three Months Ended | |||||||||||||
31-Mar-14 | 31-Mar-15 | ||||||||||||
Predecessor | Successor | ||||||||||||
Distributions (a) | $ | 5,491 | $ | 7,056 | |||||||||
Distributions in excess of income | (444 | ) | (2,275 | ) | |||||||||
Limited partners' interest in net income | $ | 5,047 | $ | 4,781 | |||||||||
(a) Distributions declared per unit to unitholders as of record date | $0.50 | $ | 0.645 | ||||||||||
Incentive Distribution Rights | |||||||||||||
The following table illustrates the percentage allocations of available cash from operating surplus between the unitholders and the holder of our IDRs based on the specified target distribution levels. The amounts set forth under “marginal percentage interest in distributions” are the percentage interests of our IDR holder and the common unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “total quarterly distribution per unit target amount”. The percentage interests shown for our unitholders and our IDR holder for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below assume that there are no arrearages on common units. ETP has owned our IDRs since September 2014, prior to that date the IDRs were owned by Susser. | |||||||||||||
Marginal percentage interest in distributions | |||||||||||||
Total quarterly distribution per unit target amount | Unitholders | Holder of IDRs | |||||||||||
Minimum Quarterly Distribution | $0.44 | 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. The following table summarizes the cash distributions paid or payable for 2015. | |||||||||||||
Payment Date | Per Unit Distribution | Total Cash Distribution | Distribution to IDR Holders | ||||||||||
( in thousands) | |||||||||||||
29-May-15 | $ | 0.645 | $ | 23,113 | $ | 1,448 | |||||||
27-Feb-15 | $ | 0.6 | $ | 21,023 | $ | 891 | |||||||
EquityBased_Compensation
Equity-Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Share-based Compensation [Abstract] | |||||||||
Share-Based Compensation | Unit-Based Compensation | ||||||||
Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands): | |||||||||
Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-15 | ||||||||
Predecessor | Successor | ||||||||
Phantom common units (1) | $ | 109 | $ | 195 | |||||
Allocated expense from Parent (2) | 598 | — | |||||||
Total equity-based compensation expense | $ | 707 | $ | 195 | |||||
(1) Excludes unit-based compensation expense related to units issued to non-employees. | |||||||||
(2) Reflects expense previously allocated to us by Susser prior to the ETP Merger. | |||||||||
Phantom Common Unit Awards | |||||||||
Prior to the ETP Merger, there were phantom unit awards issued to certain directors and employees under the Sunoco LP 2012 Long-Term Incentive Plan (the "LTIP"). The fair value of each phantom unit on the grant date was equal to the market price of our common unit on that date reduced by the present value of estimated dividends over the vesting period, since the phantom units did not receive dividends until vested. The estimated fair value of our phantom units was amortized over the vesting period using the straight-line method. Non-employee director awards vested over a one-to-three-year period and employee awards vest ratably over a two-to-five-year service period. Concurrent with the ETP Merger, all unvested phantom units vested and compensation cost of $0.4 million was recognized. | |||||||||
Subsequent to the ETP Merger, phantom units were issued which also have the right to receive distributions prior to vesting. During the first quarter of 2015, 229,190 phantom units were issued. The units vest 60% after three years and 40% after five years. The fair value of these units is the market prices of our common units on the grant date, and is being amortized over the five-year vesting period using the straight-line method. Total unrecognized compensation cost related to our nonvested phantom units totaled $19.4 million as of March 31, 2015, which is expected to be recognized over a weighted average period of 3.5 years. The fair value of nonvested service phantom units outstanding as of March 31, 2015 totaled $22.1 million. | |||||||||
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 January 1, 2014 (Predecessor) | 36,963 | $ | 21.66 | ||||||
Granted | 6,354 | 33.24 | |||||||
Vested | (40,317 | ) | 23.72 | ||||||
Forfeited | (3,000 | ) | 18.42 | ||||||
Nonvested at August 31, 2014 (Predecessor) | — | — | |||||||
Granted | 241,235 | 45.5 | |||||||
Nonvested at December 31, 2014 (Successor) | 241,235 | 45.5 | |||||||
Granted | 229,190 | 48.58 | |||||||
Forfeited | (16,494 | ) | 45.5 | ||||||
Nonvested at March 31, 2015 (Successor) | 453,931 | $ | 48.69 | ||||||
Cash Awards | |||||||||
In January 2015, the Partnership granted 30,710 awards that are settled in cash. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Total unrecognized compensation cost related to our nonvested cash awards totaled $1.2 million as of March 31, 2015, which is expected to be recognized over a weighted average period of 2.7 years. The fair value of nonvested cash awards outstanding as of March 31, 2015 totaled $1.6 million. |
Net_Income_per_Unit_Notes
Net Income per Unit (Notes) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income Per Unit [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 by the weighted-average number of outstanding common and subordinated units. Our net income is allocated to the limited partners in accordance with their respective partnership percentages, after giving effect to any priority income allocations for incentive distributions and distributions on employee unit awards. Earnings in excess of distributions are allocated to the limited partners based on their respective ownership interests. Payments made to our unitholders are determined in relation to actual distributions declared and are not based on the net income allocations used in the calculation of net income per unit. | |||||||||
In addition to the common and subordinated units, we have also identified the IDRs as participating securities and use the two-class method when calculating the net income per unit applicable to limited partners, which is based on the weighted-average number of common units outstanding during the period. Diluted net income per unit includes the effects of potentially dilutive units on our common units, consisting of unvested phantom units. Basic and diluted net income per unit applicable to subordinated limited partners are the same because there are no potentially dilutive subordinated units outstanding. | |||||||||
We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations as follows (in thousands, except units and per unit amounts): | |||||||||
Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-15 | ||||||||
Predecessor | Successor | ||||||||
Net income and comprehensive income | 10,132 | 17,918 | |||||||
Less: Net income and comprehensive income attributable to noncontrolling interest | — | 846 | |||||||
Net income and comprehensive income attributable to partners | 10,132 | 17,072 | |||||||
Less: Incentive distribution rights | — | 1,449 | |||||||
Less: Distributions on nonvested phantom unit awards | — | 310 | |||||||
Limited partners' interest in net income | $ | 10,132 | $ | 15,313 | |||||
Weighted average limited partner units outstanding: | |||||||||
Common - basic | 11,017,361 | 24,099,177 | |||||||
Common - equivalents | 24,837 | 37,671 | |||||||
Common - diluted | 11,042,198 | 24,136,848 | |||||||
Subordinated - basic and diluted | 10,939,436 | 10,939,436 | |||||||
Net income per limited partner unit: | |||||||||
Common - basic and diluted | $ | 0.46 | $ | 0.44 | |||||
Subordinated - basic and diluted | $ | 0.46 | $ | 0.44 | |||||
RelatedParty_Transactions
Related-Party Transactions | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Related Party Transactions [Abstract] | |||||||||
Related-Party Transactions | Related-Party Transactions | ||||||||
We entered into two long-term, fee-based commercial agreements with Susser effective upon our IPO, summarized as follows: | |||||||||
• | Distribution Contract - a 10-year agreement under which we are the exclusive distributor of motor fuel to Susser's existing Stripes® convenience stores and independently operated consignment locations, and to all future sites purchased by the Partnership pursuant to the sale and leaseback option under the Omnibus Agreement (see below), at cost, including tax and transportation costs, plus a fixed profit margin of three cents per gallon. In addition, all future motor fuel volumes purchased by Susser for its own account will be added to the distribution contract pursuant to the terms of the Omnibus Agreement. | ||||||||
• | Transportation Contract - a 10-year transportation logistics agreement, pursuant to which Susser will arrange for motor fuel to be delivered from our suppliers to our customers at rates consistent with those charged by Susser to third parties for the delivery of motor fuel. | ||||||||
Omnibus Agreement | |||||||||
In addition to the commercial agreements described above, we also entered into an Omnibus Agreement with Susser pursuant to which, among other things, we received a three-year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes® convenience stores at their cost and lease the stores back to them at a specified rate for a 15-year initial term, and we will be the exclusive distributor of motor fuel to such stores for a period of 10 years from the date of purchase. We also received a 10-year right to participate in acquisition opportunities with Susser, to the extent we and Susser are able to reach an agreement on terms, and the exclusive right to distribute motor fuel to certain of Susser's newly constructed convenience stores and independently operated consignment locations. The Omnibus Agreement also provides for certain indemnification obligations between Susser and the Partnership. | |||||||||
Summary of Transactions | |||||||||
Related party transactions with Susser and ETP for the three month periods ended March 31, 2014 and 2015 are as follows (in thousands except store count data): | |||||||||
Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-15 | ||||||||
Predecessor | Successor | ||||||||
Motor fuel sales to Susser | $ | 766,090 | $ | 487,500 | |||||
Motor fuel gross profit from sales to Susser | 8,367 | 9,082 | |||||||
Bulk fuel purchases from ETP | — | 12,796 | |||||||
General and administrative expenses allocated, including equity-based compensation | 835 | — | |||||||
Allocated cost of employees | 3,414 | 3,011 | |||||||
Distributions to Susser / ETP | 5,307 | 9,055 | |||||||
IDR distributions to Susser / ETP | — | 891 | |||||||
Transportation charges from Susser for delivery of motor fuel | 13,257 | 14,519 | |||||||
Purchase of stores from Susser | 27,300 | 25,156 | |||||||
Rental income from Susser | 3,020 | 5,838 | |||||||
# of stores purchased from Susser | 7 | 6 | |||||||
Additional affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income are as follows: | |||||||||
• | Net accounts receivable from Susser were $32.7 million and $28.5 million at December 31, 2014 and March 31, 2015, respectively, which are primarily related to motor fuel purchases from us. | ||||||||
• | Net accounts receivable from ETP was $0.5 million and $0.9 million at December 31, 2014 and March 31, 2015, primarily for fuel incentives related to purchases of bulk fuel inventory. | ||||||||
• | Net accounts payable to ETP was $3.1 million and $2.6 million as of December 31, 2014 and March 31, 2015, attributable to operational expenses and fuel pipeline purchases. | ||||||||
• | As of December 31, 2014 and March 31, 2015, we had $3.5 million and $4.2 million of receivables related to agreements with entities controlled by the Uphoff Unitholders (see Note 4). |
Subsequent_Event_Notes
Subsequent Event (Notes) | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events |
On April 1, 2015, the Partnership completed the previously announced acquisition contemplated by the Contribution Agreement dated as of March 23, 2015 (the “Contribution Agreement”) by and among the Partnership, Sunoco, LLC ("Sunoco LLC"), ETP Retail Holdings, LLC (“ETP Retail”) and ETP. Pursuant to the terms of the Contribution Agreement, the Partnership acquired from ETP Retail 31.58% of the issued and outstanding membership interests in Sunoco LLC (the “Membership Interests”), which Membership Interests were subsequently assigned by the Partnership to SPOC. Pursuant to the terms of the Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail under the Contribution Agreement. | |
Subject to the terms and conditions of the Contribution Agreement, upon the closing of the Transaction the Partnership paid ETP Retail approximately $775.0 million in cash (the “Cash Consideration”) and issued to ETP Retail approximately $40.8 million of common units (“Common Units”) representing limited partner interests of the Partnership, based on the five day volume weighted average price of the Partnership’s common units as of March 20, 2015 (collectively with the Cash Consideration, the “Contribution Consideration”). The Cash Consideration was financed through the issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance” and, together with the Partnership, the “Issuers”) of 6.375% Senior Notes due 2023 (the “Notes”) on April 1, 2015. The Common Units issued to ETP Retail as part of the Contribution Consideration were issued and sold in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). | |
On April 10, 2015, the Partnership entered into a First Amendment to Credit Agreement and Increase Agreement (the “First Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent and collateral agent (the “Administrative Agent”) pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the Partnership’s 2014 Revolver provided pursuant to the Credit Agreement, dated as of September 25, 2014 (as amended, supplemented and modified, the “Credit Agreement”), by and among the Partnership, the several banks and other financial institutions party thereto and the Administrative Agent and (ii) make certain amendments to the Credit Agreement as described in the First Amendment. After giving effect to the First Amendment, the Credit Agreement permits the Partnership to borrow up to $1.5 billion on a revolving credit basis. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting. Beginning with the acquisition of MACS in 2014, we operate our business in two primary segments, both of which are included as reportable segments. Our retail segment operates convenience stores selling a variety of merchandise, food items, services and motor fuel. Our wholesale segment sells motor fuel to our retail segment and external customers. During the first quarter of 2015, we elected to allocate the revenue and costs previously reported in "All Other" to each segment based on the way our Chief Operating Decision Maker ("CODM") measures segment performance (see Note 17). |
As of March 31, 2015, there were no other changes in significant accounting policies from those described in the December 31, 2014 audited consolidated financial statements. | |
New Accounting Pronouncements | FASB ASU No. 2015-03. In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest - (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." Debt issuance costs related to a recognized debt liability shall be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The ASU requires retrospective application. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements. |
FASB ASU No. 2015-05. In April 2015, the FASB issued ASU No. 2015-05 "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement." The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We do not anticipate that the adoption of this ASU will have a material impact on the presentation of our financial statements. | |
FASB ASU No. 2015-06. In April 2015, the FASB issued ASU No. 2015-06 "Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (a consensus of the FASB Emerging Issues Task Force ("EITF")." The amendments in this ASU specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this ASU are effective for financial statements issued with fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We currently are in compliance with the amendments in this ASU. |
Merger_and_Acquisitions_Tables
Merger and Acquisitions (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Business Combinations [Abstract] | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the preliminary allocation of the assets and liabilities as of the date presented (in thousands): | |||
16-Dec-14 | ||||
Current assets | $ | 67,490 | ||
Property and equipment | 99,292 | |||
Goodwill | 155,438 | |||
Intangible assets | 10,686 | |||
Other noncurrent assets | 636 | |||
Current liabilities | (20,464 | ) | ||
Other noncurrent liabilities | (33,095 | ) | ||
Total consideration | 279,983 | |||
Cash acquired | (30,597 | ) | ||
Contingent consideration | (12,979 | ) | ||
Total cash consideration, net of cash acquired and contingent consideration | $ | 236,407 | ||
The following table summarizes the "push down" accounting allocation to our assets and liabilities as of the date presented (in thousands): | ||||
31-Aug-14 | ||||
Current assets | $ | 171,434 | ||
Property and equipment | 272,930 | |||
Goodwill | 590,042 | |||
Intangible assets | 70,473 | |||
Other noncurrent assets | 811 | |||
Current liabilities | (154,617 | ) | ||
Other noncurrent liabilities | (255,289 | ) | ||
Net assets | $ | 695,784 | ||
The following table summarizes the preliminary recording of the assets and liabilities at their respective carrying values, including the initial tax accounting related to the transaction (in thousands): | ||||
31-Aug-14 | ||||
Current assets | $ | 96,749 | ||
Property and equipment | 463,772 | |||
Goodwill | 118,610 | |||
Intangible assets | 90,676 | |||
Other noncurrent assets | 48,913 | |||
Current liabilities | (45,151 | ) | ||
Other noncurrent liabilities | (186,661 | ) | ||
Net assets | 586,908 | |||
Net deemed contribution | (21,095 | ) | ||
Cash acquired | (60,798 | ) | ||
Total cash consideration, net of cash acquired | $ | 505,015 | ||
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Noncontrolling Interest [Abstract] | ||||||||
Schedule of Variable Interest Entities [Table Text Block] | The assets and liabilities of the VIEs consist of the following (in thousands): | |||||||
December 31, 2014 | March 31, | |||||||
2015 | ||||||||
Receivables from affiliates | $ | 3,484 | $ | 4,173 | ||||
Property and equipment, net | $ | 45,340 | $ | 44,947 | ||||
Other noncurrent assets | $ | 3,665 | $ | 3,665 | ||||
Accounts payable and accrued liabilities | $ | 490 | $ | 490 | ||||
Long-term debt, including current maturities of $8,422 at December 31, 2014 and $8,389 at March 31, 2015 (see Note 10) | $ | 56,451 | $ | 55,903 | ||||
Other noncurrent liabilities | $ | 1,190 | $ | 1,190 | ||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accounts Receivable, Net [Abstract] | ||||||||
Schedule of Accounts Receivable | Accounts receivable, excluding receivables from affiliates, consisted of the following (in thousands): | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Accounts receivable, trade | $ | 56,006 | $ | 56,987 | ||||
Credit card receivables | 3,681 | 3,814 | ||||||
Vendor receivables for rebates, branding, and other | 2,820 | 3,157 | ||||||
Other receivables | 2,795 | 3,147 | ||||||
Allowance for doubtful accounts | (1,220 | ) | (1,401 | ) | ||||
Accounts receivable, net | $ | 64,082 | $ | 65,704 | ||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventories | Inventories consisted of the following (in thousands): | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Fuel-retail | $ | 5,062 | $ | 4,093 | ||||
Fuel-other wholesale | 26,266 | 34,104 | ||||||
Fuel-consignment | 4,975 | 1,745 | ||||||
Merchandise | 11,503 | 11,817 | ||||||
Other | 840 | 924 | ||||||
Inventories, net | $ | 48,646 | $ | 52,683 | ||||
Property_And_Equipment_Tables
Property And Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Land | $ | 311,773 | $ | 317,681 | ||||
Buildings and leasehold improvements | 331,761 | 347,178 | ||||||
Equipment | 289,841 | 297,550 | ||||||
Construction in progress | 4,226 | 11,660 | ||||||
Total property and equipment | 937,601 | 974,069 | ||||||
Less: accumulated depreciation | (32,136 | ) | (46,309 | ) | ||||
Property and equipment, net | $ | 905,465 | $ | 927,760 | ||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets, excluding goodwill (in thousands): | |||||||||||||||||||||||
December 31, 2014 | March 31, 2015 | |||||||||||||||||||||||
Gross | Accumulated | Net Book Value | Gross | Accumulated | Net Book Value | |||||||||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||
Indefinite-lived | ||||||||||||||||||||||||
Tradenames | $ | 8,937 | $ | — | $ | 8,937 | $ | 8,937 | $ | — | $ | 8,937 | ||||||||||||
Franchise rights | 329 | — | 329 | 329 | — | 329 | ||||||||||||||||||
Finite-lived | ||||||||||||||||||||||||
Customer relations including supply agreements | 176,997 | 25,081 | 151,916 | 177,742 | 27,941 | 149,801 | ||||||||||||||||||
Favorable leasehold arrangements, net | 2,810 | 140 | 2,670 | 3,074 | 423 | 2,651 | ||||||||||||||||||
Loan origination costs | 7,611 | 381 | 7,230 | 7,624 | 761 | 6,863 | ||||||||||||||||||
Other intangibles | 1,309 | 283 | 1,026 | 1,337 | 339 | 998 | ||||||||||||||||||
Intangible assets, net | $ | 197,993 | $ | 25,885 | $ | 172,108 | $ | 199,043 | $ | 29,464 | $ | 169,579 | ||||||||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Accrued Expenses and Other Current Liabilities [Abstract] | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | Current accrued expenses and other current liabilities consisted of the following (in thousands): | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Wage and other employee-related accrued expenses | $ | 6,230 | $ | 4,454 | ||||
Franchise agreement termination accrual | 4,579 | 4,579 | ||||||
Accrued tax expense | 18,326 | 23,785 | ||||||
Deposits and other | 12,746 | 12,713 | ||||||
Total | $ | 41,881 | $ | 45,531 | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): | |||||||
December 31, | March 31, | |||||||
2014 | 2015 | |||||||
Sale leaseback financing obligation | $ | 126,643 | $ | 125,253 | ||||
Senior term loan on Uphoff properties ("VIE Debt", see Note 4) | 56,452 | 55,904 | ||||||
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 683,378 | 684,775 | ||||||
Notes payable, bearing interest at 6% and 4% | 3,552 | 3,543 | ||||||
Capital lease obligations | 493 | 461 | ||||||
Total debt | 870,518 | 869,936 | ||||||
Less: current maturities | 13,757 | 13,749 | ||||||
Long-term debt, net of current maturities | $ | 856,761 | $ | 856,187 | ||||
Commitments_And_Contingencies_
Commitments And Contingencies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Leases [Abstract] | |||||||||
Schedule of Rent Expense | The components of net rent expense are as follows (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2015 | ||||||||
Predecessor | Successor | ||||||||
Cash rent: | |||||||||
Store base rent | $ | 196 | $ | 4,033 | |||||
Equipment rent | 48 | 309 | |||||||
Total cash rent | 244 | 4,342 | |||||||
Non-cash rent: | |||||||||
Straight-line rent | 5 | (231 | ) | ||||||
Net rent expense | $ | 249 | $ | 4,111 | |||||
Interest_Expense_And_Interest_1
Interest Expense And Interest Income (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Interest Income (Expense), Net [Abstract] | |||||||||
Schedule of Interest Expense and Interest Income | The components of net interest expense are as follows (in thousands): | ||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2014 | 2015 | ||||||||
Predecessor | Successor | ||||||||
Interest expense (1) | $ | 1,429 | $ | 7,885 | |||||
Amortization of loan costs | 96 | 381 | |||||||
Interest income | (23 | ) | (69 | ) | |||||
Interest expense, net | $ | 1,502 | $ | 8,197 | |||||
(1) Interest expense related to the VIE is approximately $2.4 million for the three months ended March 31, 2015. |
Income_Tax_Schedule_of_Effecti
Income Tax Schedule of Effective Income Tax Reconciliation (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2015 | |||||||||||||||
Income Tax Contingency [Line Items] | |||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of income tax expense (benefit) at the U.S. statutory rate to the income tax expense (benefit) attributable to continuing operations for the three months ended March 31, 2014 and 2015 is as follows (in thousands, except for tax rate percentages): | ||||||||||||||
Three Months Ended | |||||||||||||||
March 31, 2014 | March 31, 2015 | ||||||||||||||
Predecessor | Successor | ||||||||||||||
Tax at statutory federal rate | $ | 3,549 | 35 | % | $ | 6,562 | 35 | % | |||||||
Partnership earnings not subject to tax | (3,610 | ) | (35.6 | )% | (4,824 | ) | (25.7 | )% | |||||||
State and local tax, net of federal benefit | 68 | 0.7 | % | (908 | ) | (4.9 | )% | ||||||||
Net income tax expense | $ | 7 | 0.1 | % | $ | 830 | 4.4 | % | |||||||
Partners_Capital_Tables
Partners' Capital (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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): | ||||||||||||
Attributable to Common Units | |||||||||||||
Three Months Ended | |||||||||||||
31-Mar-14 | 31-Mar-15 | ||||||||||||
Predecessor | Successor | ||||||||||||
Distributions (a) | $ | 5,535 | $ | 16,057 | |||||||||
Distributions in excess of income | (450 | ) | (5,525 | ) | |||||||||
Limited partners' interest in net income | $ | 5,085 | $ | 10,532 | |||||||||
Attributable to Subordinated Units | |||||||||||||
Three Months Ended | |||||||||||||
31-Mar-14 | 31-Mar-15 | ||||||||||||
Predecessor | Successor | ||||||||||||
Distributions (a) | $ | 5,491 | $ | 7,056 | |||||||||
Distributions in excess of income | (444 | ) | (2,275 | ) | |||||||||
Limited partners' interest in net income | $ | 5,047 | $ | 4,781 | |||||||||
(a) Distributions declared per unit to unitholders as of record date | $0.50 | $ | 0.645 | ||||||||||
Schedule of Incentive Distribution Rights to Limited Partners | |||||||||||||
Marginal percentage interest in distributions | |||||||||||||
Total quarterly distribution per unit target amount | Unitholders | Holder of IDRs | |||||||||||
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 | % | ||||||||
Distributions Made to Limited Partner, by Distribution [Table Text Block] | The following table summarizes the cash distributions paid or payable for 2015. | ||||||||||||
Payment Date | Per Unit Distribution | Total Cash Distribution | Distribution to IDR Holders | ||||||||||
( in thousands) | |||||||||||||
29-May-15 | $ | 0.645 | $ | 23,113 | $ | 1,448 | |||||||
27-Feb-15 | $ | 0.6 | $ | 21,023 | $ | 891 | |||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Share-based Compensation [Abstract] | |||||||||
Schedule of Equity Based Compensation Expense | Unit-based compensation expense related to the Partnership that was included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands): | ||||||||
Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-15 | ||||||||
Predecessor | Successor | ||||||||
Phantom common units (1) | $ | 109 | $ | 195 | |||||
Allocated expense from Parent (2) | 598 | — | |||||||
Total equity-based compensation expense | $ | 707 | $ | 195 | |||||
(1) Excludes unit-based compensation expense related to units issued to non-employees. | |||||||||
(2) Reflects expense previously allocated to us by Susser prior to the ETP Merger. | |||||||||
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 January 1, 2014 (Predecessor) | 36,963 | $ | 21.66 | ||||||
Granted | 6,354 | 33.24 | |||||||
Vested | (40,317 | ) | 23.72 | ||||||
Forfeited | (3,000 | ) | 18.42 | ||||||
Nonvested at August 31, 2014 (Predecessor) | — | — | |||||||
Granted | 241,235 | 45.5 | |||||||
Nonvested at December 31, 2014 (Successor) | 241,235 | 45.5 | |||||||
Granted | 229,190 | 48.58 | |||||||
Forfeited | (16,494 | ) | 45.5 | ||||||
Nonvested at March 31, 2015 (Successor) | 453,931 | $ | 48.69 | ||||||
Net_Income_per_Unit_Tables
Net Income per Unit (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Net Income Per Unit [Abstract] | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations as follows (in thousands, except units and per unit amounts): | ||||||||
Three Months Ended | |||||||||
31-Mar-14 | 31-Mar-15 | ||||||||
Predecessor | Successor | ||||||||
Net income and comprehensive income | 10,132 | 17,918 | |||||||
Less: Net income and comprehensive income attributable to noncontrolling interest | — | 846 | |||||||
Net income and comprehensive income attributable to partners | 10,132 | 17,072 | |||||||
Less: Incentive distribution rights | — | 1,449 | |||||||
Less: Distributions on nonvested phantom unit awards | — | 310 | |||||||
Limited partners' interest in net income | $ | 10,132 | $ | 15,313 | |||||
Weighted average limited partner units outstanding: | |||||||||
Common - basic | 11,017,361 | 24,099,177 | |||||||
Common - equivalents | 24,837 | 37,671 | |||||||
Common - diluted | 11,042,198 | 24,136,848 | |||||||
Subordinated - basic and diluted | 10,939,436 | 10,939,436 | |||||||
Net income per limited partner unit: | |||||||||
Common - basic and diluted | $ | 0.46 | $ | 0.44 | |||||
Subordinated - basic and diluted | $ | 0.46 | $ | 0.44 | |||||
Organization_and_Principles_of1
Organization and Principles of Consolidation (Details) | 3 Months Ended | 4 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2014 | Mar. 31, 2015 | Aug. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Units sold in IPO | 10,925,000 | |||
Parent Company [Member] | ||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100.00% | |||
Stock Issued During Period, Shares, New Issues | 11,000,000 | |||
Ownership Percentage | 42.80% | 50.10% |
Merger_and_Acquisitions_Detail
Merger and Acquisitions (Details) (USD $) | 0 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Oct. 27, 2014 | Aug. 31, 2014 | Dec. 16, 2014 | Oct. 01, 2014 | |
site | site | ||||
ETP Merger [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | $171,434,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 272,930,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill | 590,042,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 70,473,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 811,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | -154,617,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | -255,289,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 695,784,000 | ||||
Aloha Petroleum, Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Gross | 267,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 67,490,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 99,292,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill | 155,438,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 10,686,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 636,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | -20,464,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | -33,095,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 279,983,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | -30,597,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Net of Cash Received | -236,407,000 | ||||
Number of Fuel Storage Terminals | 6 | ||||
Number of Fuel Branded Stations | 100 | ||||
Business Combination, Contingent Consideration, Liability | -12,979,000 | ||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | 2,800,000 | ||||
Escrow Deposit | 2,100,000 | ||||
MACS [Member] | |||||
Business Acquisition [Line Items] | |||||
Significant Acquisitions and Disposals, Acquisition Costs or Sale Proceeds | 768,000,000 | ||||
Limited Partners' Capital Account, Units Issued | 3,983,540 | ||||
Payments to Acquire Businesses, Gross | 566,000,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 96,749,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 463,772,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Goodwill | 118,610,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 90,676,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 48,913,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | -45,151,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | -186,661,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 586,908,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | -60,798,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Net of Cash Received | 505,015,000 | ||||
Number of Stores | 100 | ||||
Dealer-Operated And Cosignment Sites | 200 | ||||
Deemed contribution [Member] | MACS [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | ($21,095,000) |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
site | ||
Variable Interest Entity [Line Items] | ||
Number of Sites from Variable Interest Entities | 35 | |
Total Debt Assumption Rights of Variable Interest Entities | $54,300,000 | |
Receivables from affiliates | 33,511,000 | 36,716,000 |
Property, Plant and Equipment, Net | 927,760,000 | 905,465,000 |
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015) | 16,089,000 | 16,416,000 |
Other Liabilities, Noncurrent | 49,396,000 | 49,306,000 |
Gross Purchase Option | 20,000,000 | |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Variable Interest Entity [Line Items] | ||
Receivables from affiliates | 4,173,000 | 3,484,000 |
Property, Plant and Equipment, Net | 44,947,000 | 45,340,000 |
Other noncurrent assets (MACS: $3,665 at December 31, 2014 and March 31, 2015) | 3,665,000 | 3,665,000 |
Accounts Payable and Accrued Liabilities | 0 | 0 |
Long-term Debt and Capital Lease Obligations, Including Current Maturities | 55,903,000 | 56,451,000 |
Other Liabilities, Noncurrent | $1,190,000 | $1,190,000 |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | ($1,401) | ($1,220) |
Accounts receivable, net | 65,704 | 64,082 |
Receivables from affiliates | 33,511 | 36,716 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 56,987 | 56,006 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 3,814 | 3,681 |
Vendor receivables for rebates, branding and other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 3,157 | 2,820 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 3,147 | 2,795 |
Affiliated Entity [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables from affiliates | $28,500 | $32,700 |
Inventories_Details
Inventories (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Inventory [Line Items] | ||
Inventory Adjustments | $100,000 | $7,200,000 |
Fuel-retail | 1,745,000 | 4,975,000 |
Retail Related Inventory, Merchandise | 11,817,000 | 11,503,000 |
Fuel Inventory, Retail, Gross | 4,093,000 | 5,062,000 |
Fuel-other wholesale | 34,104,000 | 26,266,000 |
Other | 924,000 | 840,000 |
Inventories, net | 52,683,000 | 48,646,000 |
Inventory Write-down | 2,000,000 | 13,600,000 |
Successor [Member] | ||
Schedule Of Inventory [Line Items] | ||
Inventory Write-down | $2,000,000 |
Property_And_Equipment_Details
Property And Equipment (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $974,069 | $937,601 |
Accumulated depreciation | -46,309 | -32,136 |
Property and equipment, net | 927,760 | 905,465 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 317,681 | 311,773 |
Buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 347,178 | 331,761 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 297,550 | 289,841 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $11,660 | $4,226 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Intangible Assets) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $863,458 | $864,088 |
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 197,993 | 199,043 |
Finite-lived intangible assets, Accumulated amortization | 25,885 | 29,464 |
Intangible assets, net | 172,108 | 169,579 |
Supply agreements [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 176,997 | 177,742 |
Finite-lived intangible assets, Accumulated amortization | 25,081 | 27,941 |
Finite-lived intangible assets, Net | 151,916 | 149,801 |
(Unfavorable) favorable leasehold arrangements, net [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Average amortization period | 15 years | |
Finite-lived intangible assets, Gross carrying amount | 2,810 | 3,074 |
Finite-lived intangible assets, Accumulated amortization | 140 | 423 |
Finite-lived intangible assets, Net | 2,670 | 2,651 |
Loan origination commitments [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 7,611 | 7,624 |
Finite-lived intangible assets, Accumulated amortization | 381 | 761 |
Finite-lived intangible assets, Net | 7,230 | 6,863 |
Other [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 1,309 | 1,337 |
Finite-lived intangible assets, Accumulated amortization | 283 | 339 |
Finite-lived intangible assets, Net | 1,026 | 998 |
Franchise Rights [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets | 329 | 329 |
Trade Names [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets | $8,937 | $8,937 |
Minimum [Member] | Supply agreements [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Average amortization period | 5 years | |
Maximum [Member] | Supply agreements [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Average amortization period | 20 years |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Employee-related Liabilities, Current | $4,454 | $6,230 |
Liabilities Subject to Compromise, Early Contract Termination Fees | 4,579 | 4,579 |
Accrued Income Taxes, Current | 23,785 | 18,326 |
Other Accrued Liabilities, Current | 12,713 | 12,746 |
Accrued Expenses And Other Current Liabilities | $45,531 | $41,881 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Sale leaseback financing obligation | $125,253,000 | $126,643,000 |
Senior term loan on Uphoff properties (VIE Debt, see Note 4) | 55,904,000 | 56,452,000 |
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin | 684,775,000 | 683,378,000 |
Notes payable, bearing interest at 6% and 4% | 3,543,000 | 3,552,000 |
Capital lease obligations | 0 | 0 |
Total debt | 869,936,000 | 870,518,000 |
Less: Current maturities | 13,749,000 | 13,757,000 |
Long-term debt, net of current maturities | $856,187,000 | $856,761,000 |
LongTerm_Debt_Revolving_Credit
Long-Term Debt (Revolving Credit Agreement) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
2014 Revolver, bearing interest at Prime or LIBOR plus an applicable margin | $684,775,000 | $683,378,000 |
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 1,250,000,000 | |
Revolving line of credit | 684,800,000 | |
Line of Credit Facility, Additional Borrowing Capacity | 250,000,000 | |
Current borrowing capacity | 553,400,000 | |
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Standby Letters of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Letters of Credit Outstanding, Amount | 11,800,000 | |
Predecessor [Member] | Revolving Credit Agreement [Member] | 2012 Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $400,000,000 |
LongTerm_Debt_Guaranty_of_Debt
Long-Term Debt (Guaranty of Debt) (Details) (Revolving Credit Facility and Term Loan [Member], Guaranty of Collection [Member], USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Revolving Credit Facility and Term Loan [Member] | Guaranty of Collection [Member] | |
Debt Instrument [Line Items] | |
Amount of debt guaranteed | $180.70 |
LongTerm_Debt_Other_Debt_Detai
Long-Term Debt (Other Debt) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Other Notes Payable, Noncurrent | $3,543,000 | $3,552,000 |
Senior term loan on Uphoff properties (VIE Debt, see Note 4) | 55,904,000 | 56,452,000 |
Debt at fair value | 870,000,000 | |
Notes Payable, Six Percent [Member] | Other Notes Payables [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | 1,200,000 | |
Other Notes Payable, Noncurrent | 1,000,000 | 1,100,000 |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Notes Payable, Four Percent [Member] | Other Notes Payables [Member] | ||
Debt Instrument [Line Items] | ||
Face amount | $3,000,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 4.00% |
LongTerm_Debt_Variable_Interes
Long-Term Debt Variable Interest Entity Debt (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Sale Leaseback Transaction, Imputed Interest Rate | 5.13% | |
Sale Leaseback Transaction, Amount Due under Financing Arrangement | $125,253,000 | $126,643,000 |
Other Notes Payable, Noncurrent | 3,543,000 | 3,552,000 |
Senior term loan on Uphoff properties (VIE Debt, see Note 4) | 55,904,000 | 56,452,000 |
Debt at fair value | 870,000,000 | |
Capital Leased Assets, Gross | 1,400,000 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 1,200,000 | |
Notes Payable - 6% [Member] | ||
Debt Instrument [Line Items] | ||
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent | 4.50% | |
Other Notes Payables [Member] | Notes Payable - 6% [Member] | ||
Debt Instrument [Line Items] | ||
Senior term loan on Uphoff properties (VIE Debt, see Note 4) | 33,700,000 | |
Other Notes Payables [Member] | Collateralized by equipment and property [Member] | ||
Debt Instrument [Line Items] | ||
Senior term loan on Uphoff properties (VIE Debt, see Note 4) | $22,200,000 | |
Penalty [Member] | Notes Payable - 6% [Member] | ||
Debt Instrument [Line Items] | ||
Variable Interest Entity, Consolidated, Long-Term Debt, Interest Rate, Percent | 3.00% |
LongTerm_Debt_Sale_Leaseback_F
Long-Term Debt Sale Leaseback Financing Obligation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Sale Leaseback Transaction, Imputed Interest Rate | 5.13% | |
Sale leaseback financing obligation | $125,253 | $126,643 |
Commitments_And_Contingencies_1
Commitments And Contingencies (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Lease term | 5 years | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Lease term | 15 years | |
Predecessor [Member] | ||
Operating Leased Assets [Line Items] | ||
Store base rent | $196 | |
Equipment rent | 48 | |
Operating Leases, Cash Rent Expense | 244 | |
Straight Line Rent | 5 | |
Net rent expense | 249 | |
Successor [Member] | ||
Operating Leased Assets [Line Items] | ||
Store base rent | 4,033 | |
Equipment rent | 309 | |
Operating Leases, Cash Rent Expense | 4,342 | |
Straight Line Rent | -231 | |
Net rent expense | 4,111 |
Interest_Expense_And_Interest_2
Interest Expense And Interest Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 |
Predecessor [Member] | ||
Interest Expense and Interest Income [Line Items] | ||
Interest Paid, Net | $1,429 | |
Amortization of loan costs | 96 | |
Cash interest income | -23 | |
Interest expense, net | 1,502 | |
Successor [Member] | ||
Interest Expense and Interest Income [Line Items] | ||
Interest Paid, Net | 7,885 | |
Amortization of loan costs | 381 | |
Cash interest income | -69 | |
Interest expense, net | 8,197 | |
Variable Interest Entity, Primary Beneficiary [Member] | Successor [Member] | ||
Interest Expense and Interest Income [Line Items] | ||
Interest expense, net | $2,365 |
Income_Tax_Details
Income Tax (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 |
Predecessor [Member] | ||
Income Tax Contingency [Line Items] | ||
Tax at Statutory Federal Rate | $3,549 | |
Tax at Statutory Federal Rate, Percentage | 35.00% | |
Partnership earnings not subject to tax | -3,610 | |
Partnership earnings not subject to tax, Percentage | 35.60% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 68 | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 0.70% | |
Net income tax expense | 7 | |
Effective Income Tax Rate | 0.10% | |
Successor [Member] | ||
Income Tax Contingency [Line Items] | ||
Tax at Statutory Federal Rate | 6,562 | |
Tax at Statutory Federal Rate, Percentage | 35.00% | |
Partnership earnings not subject to tax | -4,824 | |
Partnership earnings not subject to tax, Percentage | 25.70% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | -908 | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | -4.90% | |
Net income tax expense | $830 | |
Effective Income Tax Rate | 4.40% |
Partners_Capital_Details
Partners' Capital (Details) (USD $) | 3 Months Ended | 8 Months Ended | 4 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2014 |
Common Units - Affiliated [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 4,062,848 | 4,062,848 | ||
Subordinated Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 10,939,436 | 10,939,436 | ||
Common Units - Public [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 20,036,329 | 20,036,329 | ||
Minimum Quarterly Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.44 | |||
Parent Company [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Ownership Percentage | 42.80% | 50.10% | ||
Parent Company [Member] | Common Units - Affiliated [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 4,062,848 | |||
Parent Company [Member] | Subordinated Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 10,939,436 | |||
Parent Company [Member] | Common Units - Public [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 20,036,329 | |||
Minimum [Member] | First Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.44 | |||
Minimum [Member] | Second Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.50 | |||
Minimum [Member] | Third Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.55 | |||
Minimum [Member] | Distributions Thereafter [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.66 | |||
Maximum [Member] | First Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.50 | |||
Maximum [Member] | Second Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.55 | |||
Maximum [Member] | Third Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Incentive Distribution Quartely Distribution Target Amount | $0.66 | |||
May 29, 2015 [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $0.65 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | $23,113 | |||
Incentive Distribution, Distribution | 1,448 | |||
February 27, 2015 [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distribution Made to Limited Partner, Distributions Paid, Per Unit | $0.60 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | 21,023 | |||
Incentive Distribution, Distribution | 891 | |||
Predecessor [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions Per Limited Partnership and General Partnership Unit, Outstanding, Basic | $0.50 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | 16,485 | |||
Incentive Distribution, Distribution | 0 | |||
Predecessor [Member] | Common Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions | 5,535 | |||
Distributions in Excess of Net Income | -450 | |||
Net Income Allocated to Limited Partners | 5,085 | |||
Predecessor [Member] | Subordinated Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions | 5,491 | |||
Distributions in Excess of Net Income | -444 | |||
Net Income Allocated to Limited Partners | 5,047 | |||
Predecessor [Member] | Common Units - Public [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distribution Made to Limited Partner, Cash Distributions Paid | 16,485 | |||
Successor [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions Per Limited Partnership and General Partnership Unit, Outstanding, Basic | $0.65 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | 21,974 | 18,798 | ||
Incentive Distribution, Distribution | 1,449 | |||
Successor [Member] | Common Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions | 16,057 | |||
Distributions in Excess of Net Income | -5,525 | |||
Net Income Allocated to Limited Partners | 10,532 | |||
Successor [Member] | Common Units - Affiliated [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distribution Made to Limited Partner, Cash Distributions Paid | 3,335 | 2,472 | ||
Successor [Member] | Subordinated Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions | 7,056 | |||
Distributions in Excess of Net Income | -2,275 | |||
Net Income Allocated to Limited Partners | 4,781 | |||
Distribution Made to Limited Partner, Cash Distributions Paid | 6,611 | 5,970 | ||
Successor [Member] | Common Units - Public [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distribution Made to Limited Partner, Cash Distributions Paid | $12,028 | $10,356 | ||
Subordinated Units [Member] | Minimum Quarterly Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 0.00% | |||
Subordinated Units [Member] | First Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 0.00% | |||
Subordinated Units [Member] | Second Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 15.00% | |||
Subordinated Units [Member] | Third Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 25.00% | |||
Subordinated Units [Member] | Distributions Thereafter [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 50.00% | |||
Common Units [Member] | Minimum Quarterly Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 100.00% | |||
Common Units [Member] | First Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 100.00% | |||
Common Units [Member] | Second Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 85.00% | |||
Common Units [Member] | Third Target Distribution [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 75.00% | |||
Common Units [Member] | Distributions Thereafter [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Marginal percentage interest in distributions | 50.00% |
EquityBased_Compensation_Detai
Equity-Based Compensation (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 |
Predecessor [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-cash unit based compensation expense | $707 | |
Predecessor [Member] | Phantom common units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-cash unit based compensation expense | 109 | |
Predecessor [Member] | Allocated From SUSS [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | 598 | |
Successor [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-cash unit based compensation expense | 195 | |
Successor [Member] | Allocated From SUSS [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense | $0 |
EquityBased_Compensation_Phant
Equity-Based Compensation (Phantom Common Unit Awards) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 4 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Aug. 31, 2014 | |
Phantom common units [Member] | |||||
Nonvested, Number of Shares [Roll Forward] | |||||
Granted, shares | 229,190 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $19,400,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 6 months | ||||
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Fair Value Of Nonvested Service Phantom Units | 22,100,000 | ||||
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] | |||||
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] | |||||
Vesting Period | 3 years | ||||
Phantom common units [Member] | Employee Stock Option [Member] | 2012 Long Term Incentive Plan [Member] | Minimum [Member] | |||||
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Vesting Period | 2 years | ||||
Phantom common units [Member] | Employee Stock Option [Member] | 2012 Long Term Incentive Plan [Member] | Maximum [Member] | |||||
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Vesting Period | 5 years | ||||
Predecessor [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-cash unit based compensation expense | 707,000 | ||||
Predecessor [Member] | Phantom common units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-cash unit based compensation expense | 109,000 | ||||
Predecessor [Member] | Phantom common units [Member] | 2012 Long Term Incentive Plan [Member] | |||||
Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested at beginning of the period, Shares | 36,963 | 36,963 | 0 | ||
Granted, shares | 6,354 | ||||
Vested, shares | -40,317 | ||||
Non-vested at end of period, Shares | 0 | ||||
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value | $21.66 | $21.66 | $0 | ||
Granted, Weighted Average Grant Date Fair Value | $33.24 | ||||
Vested, Weighted Average Grant Date Fair Value | $23.72 | ||||
Non-vested at end of period, Weighted Average Grant Date Fair Value | $0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | -3,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $18.42 | ||||
Predecessor [Member] | Allocated From SUSS [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | 598,000 | ||||
Successor [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-cash unit based compensation expense | 195,000 | ||||
Successor [Member] | Phantom common units [Member] | |||||
Nonvested, Number of Shares [Roll Forward] | |||||
Non-vested at beginning of the period, Shares | 241,235 | ||||
Granted, shares | 229,190 | 241,235 | |||
Non-vested at end of period, Shares | 453,931 | 241,235 | |||
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value | $45.50 | ||||
Granted, Weighted Average Grant Date Fair Value | $48.58 | $45.50 | |||
Non-vested at end of period, Weighted Average Grant Date Fair Value | $48.69 | $45.50 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | -16,494 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $45.50 | ||||
Successor [Member] | Allocated From SUSS [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated Share-based Compensation Expense | 0 | ||||
Allocated From ETP [Member] | Phantom common units [Member] | 2012 Long Term Incentive Plan [Member] | |||||
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $400,000 |
Net_Income_per_Unit_Details
Net Income per Unit (Details) (USD $) | 3 Months Ended | 8 Months Ended | 3 Months Ended | 4 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Aug. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Predecessor [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $10,132 | $22,510 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 10,132 | |||
Incentive Distribution, Distribution | 0 | |||
Distributions on Employee Unit Awards Net of Allocation to General Partner | 0 | |||
Income from Continuing Operations Available to Limited Partners | 10,132 | |||
Net Income (Loss) Attributable to Noncontrolling Interest | 0 | |||
Predecessor [Member] | Common Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted Average Limited Partnership Units Outstanding, Basic | 11,017,361 | |||
Weighted Average Limited Partnership Units Outstanding, Equivalents | 24,837 | |||
Weighted Average Limited Partnership Units Outstanding | 11,042,198 | |||
Net income per limited partner unit: | $0.46 | |||
Predecessor [Member] | Subordinated Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income (Loss) Attributable to Parent | 11,213 | |||
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted | 10,939,436 | |||
Successor [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income (Loss) Attributable to Parent | 17,072 | 34,233 | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 17,918 | |||
Incentive Distribution, Distribution | 1,449 | |||
Distributions on Employee Unit Awards Net of Allocation to General Partner | 310 | |||
Income from Continuing Operations Available to Limited Partners | 15,313 | |||
Successor [Member] | Common Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted Average Limited Partnership Units Outstanding, Basic | 24,099,177 | |||
Weighted Average Limited Partnership Units Outstanding, Equivalents | 37,671 | |||
Weighted Average Limited Partnership Units Outstanding | 24,136,848 | |||
Net income per limited partner unit: | 0.44 | |||
Successor [Member] | Subordinated Units [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net Income (Loss) Attributable to Parent | 5,330 | $10,530 | ||
Weighted Average of Limted Partnership Units Outstanding, Basic and Diluted | 10,939,436 | 10,939,436 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 |
agreement | stores | ||
Related Party Transaction [Line Items] | |||
Receivables from affiliates | $33,511 | $36,716 | |
Accounts payable to affiliates | 2,605 | 3,112 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Related Party Transaction [Line Items] | |||
Receivables from affiliates | 4,173 | 3,484 | |
Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Number of long-term commercial agreements | 2 | ||
Distribution agreement term | 10 years | ||
Transportation agreement term | 10 years | ||
Purchase option term | 3 years | ||
Number of convenience stores | 75 | ||
Exclusive distributor term | 10 years | ||
Receivables from affiliates | 28,500 | 32,700 | |
Comercial Agreement, Initial Term | 15 years | ||
Commercial Agreement, Participation in Acquisitions Term | 10 years | ||
Affiliated Entity [Member] | ETP [Member] | |||
Related Party Transaction [Line Items] | |||
Receivables from affiliates | 900 | 500 | |
Accounts payable to affiliates | 2,600 | 3,100 | |
Affiliated Entity [Member] | Variable Interest Entity, Primary Beneficiary [Member] | |||
Related Party Transaction [Line Items] | |||
Receivables from affiliates | 4,200 | 3,500 | |
Successor [Member] | |||
Related Party Transaction [Line Items] | |||
Wholesale motor fuel sales to affiliates | 487,500 | ||
Gross profit from related parties | 9,082 | ||
Bulk Fuel Purchases from ETP | 12,796 | 0 | |
Incentive Distribution, Distribution | 1,449 | ||
Successor [Member] | Affiliated Entity [Member] | |||
Related Party Transaction [Line Items] | |||
Wholesale motor fuel sales to affiliates | 487,500 | 766,090 | |
Gross profit from related parties | 9,082 | 8,367 | |
General and administrative expenses from related parties | 0 | 835 | |
Reimbursement costs of employees supporting operations | 3,011 | 3,414 | |
Distribution amount | 9,055 | 5,307 | |
Charge for transportation services | 14,519 | 13,257 | |
Number of convenience store properties acquired | 6 | 7 | |
Cost for convenience stores acquired | 25,156 | 27,300 | |
Incentive Distribution, Distribution | 891 | 0 | |
Related Party Transaction, Other Revenues from Transactions with Related Party | $5,838 | 3,020 |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 0 Months Ended | |||
Apr. 02, 2015 | Apr. 01, 2015 | Mar. 31, 2015 | Apr. 10, 2015 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Noncash or Part Noncash Acquisition, Interest Acquired | 31.58% | |||
Partners' Capital Account, Acquisitions | $40,800,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.38% | |||
2014 Revolver [Member] | Revolving Credit Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Additional Borrowing Capacity | 250,000,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 1,250,000,000 | |||
2014 Revolver [Member] | Revolving Credit Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Additional Borrowing Capacity | 250,000,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | 1,500,000,000 | |||
SUN LLC Dropdown 1 [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Payments to Acquire Businesses, Gross | $775,000,000 |