Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SUNOCO LP | |
Trading Symbol | SUN | |
Entity Central Index Key | 1,552,275 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common Units [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 95,339,786 | |
Common Class C [Member] | ||
Document Information [Line Items] | ||
Entity Partnership Units Outstanding | 16,410,780 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 83,175 | $ 72,627 |
Advances to affiliates | 365,536 | |
Accounts receivable, net | 385,678 | 308,285 |
Accounts receivable from affiliates | 7,138 | 8,074 |
Inventories, net | 496,829 | 467,291 |
Other current assets | 57,655 | 46,080 |
Total current assets | 1,030,475 | 1,267,893 |
Property and equipment, net | 3,228,409 | 3,154,826 |
Other assets: | ||
Goodwill | 3,153,657 | 3,111,262 |
Intangible assets, net | 1,277,309 | 1,259,440 |
Other noncurrent assets | 71,704 | 48,398 |
Total assets | 8,761,554 | 8,841,819 |
Current liabilities: | ||
Accounts payable | 445,709 | 433,988 |
Accounts payable to affiliates | 22,660 | 14,988 |
Advances from affiliates | 98,994 | |
Accrued expenses and other current liabilities | 302,299 | 307,939 |
Current maturities of long-term debt | 5,694 | 5,084 |
Total current liabilities | 875,356 | 761,999 |
Revolving line of credit | 675,000 | 450,000 |
Long-term debt, net | 3,514,261 | 1,502,531 |
Deferred tax liability | 668,188 | 694,383 |
Other noncurrent liabilities | 168,771 | 170,169 |
Total liabilities | 5,901,576 | 3,579,082 |
Commitments and contingencies (Note 11) | ||
Equity: | ||
Total partners' capital | 2,859,978 | 3,044,448 |
Total equity | 2,859,978 | 5,262,737 |
Total liabilities and equity | 8,761,554 | 8,841,819 |
Predecessor [Member] | ||
Equity: | ||
Total equity | 2,218,289 | |
Common Units - Public [Member] | ||
Equity: | ||
Total partners' capital | 1,763,151 | 1,768,890 |
Common Units - Affiliated [Member] | ||
Equity: | ||
Total partners' capital | $ 1,096,827 | $ 1,275,558 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Jun. 30, 2016 | Dec. 31, 2015 |
Equity: | ||
Limited Partners' Capital Account, Units Outstanding | 95,339,786 | 87,365,706 |
Common Units - Public [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Issued | 49,588,960 | 49,588,960 |
Limited Partners' Capital Account, Units Outstanding | 49,588,960 | 49,588,960 |
Common Units - Affiliated [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Issued | 45,750,826 | 37,776,746 |
Limited Partners' Capital Account, Units Outstanding | 45,750,826 | 37,776,746 |
Class A Units - Held by Subsidiary [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Issued | 0 | 11,018,744 |
Limited Partners' Capital Account, Units Outstanding | 0 | 11,018,744 |
Class C Units - Held by Subsidiary [Member] | ||
Equity: | ||
Limited Partners' Capital Account, Units Issued | 16,410,780 | 0 |
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Retail motor fuel | $ 1,384,858 | $ 1,649,199 | $ 2,500,573 | $ 3,016,855 |
Wholesale motor fuel sales to third parties | 1,996,716 | 2,845,635 | 3,492,590 | 5,282,137 |
Wholesale motor fuel sales to affiliates | 9,710 | 3,972 | 16,839 | 4,939 |
Merchandise | 576,594 | 560,680 | 1,100,688 | 1,043,803 |
Rental income | 22,575 | 20,534 | 44,699 | 40,316 |
Other | 61,714 | 46,064 | 99,091 | 88,886 |
Total revenues | 4,052,167 | 5,126,084 | 7,254,480 | 9,476,936 |
Cost of sales | ||||
Retail motor fuel | 1,229,528 | 1,509,411 | 2,213,970 | 2,729,650 |
Wholesale motor fuel | 1,842,464 | 2,686,740 | 3,194,308 | 5,031,539 |
Merchandise | 389,303 | 383,869 | 747,018 | 718,791 |
Other | 10,305 | 854 | 19,874 | 2,513 |
Total cost of sales | 3,471,600 | 4,580,874 | 6,175,170 | 8,482,493 |
Gross profit | 580,567 | 545,210 | 1,079,310 | 994,443 |
Operating expenses | ||||
General and administrative | 73,723 | 65,941 | 118,914 | 106,200 |
Other operating | 266,788 | 249,442 | 515,793 | 493,032 |
Rent | 35,639 | 35,791 | 69,096 | 69,117 |
Loss on disposal of assets | 1,501 | 178 | 2,715 | 147 |
Depreciation, amortization and accretion | 78,724 | 70,200 | 156,790 | 136,943 |
Total operating expenses | 456,375 | 421,552 | 863,308 | 805,439 |
Income (loss) from operations | 124,192 | 123,658 | 216,002 | 189,004 |
Interest expense, net | 50,587 | 21,198 | 78,276 | 29,175 |
Income (loss) before income taxes | 73,605 | 102,460 | 137,726 | 159,829 |
Income tax expense | 1,468 | 8,926 | 3,580 | 16,989 |
Net income (loss) and comprehensive income (loss) | 72,137 | 93,534 | 134,146 | 142,840 |
Less: Net income and comprehensive income attributable to noncontrolling interest | 847 | 1,693 | ||
Less: Preacquisition income allocated to general partner | 57,820 | 89,208 | ||
Net income and comprehensive income attributable to partners | $ 72,137 | $ 34,867 | $ 134,146 | $ 51,939 |
Weighted average limited partner units outstanding: | ||||
Cash distribution per common unit | $ 0.8255 | $ 0.6934 | $ 1.6428 | $ 1.3384 |
Common Units [Member] | ||||
Net income per limited partner unit: | ||||
Common (basic and diluted) | $ 0.53 | $ 0.87 | $ 1.01 | $ 1.31 |
Weighted average limited partner units outstanding: | ||||
Weighted average limited partner units outstanding (basic) | 95,339,786 | 24,894,659 | 91,396,560 | 24,496,918 |
Weighted average limited partner units outstanding (diluted) | 95,395,742 | 24,936,195 | 91,452,516 | 24,538,454 |
Cash distribution per common unit | $ 0.8255 | $ 0.6934 | $ 1.6428 | $ 1.3384 |
Subordinated Units-Affiliated [Member] | ||||
Net income per limited partner unit: | ||||
Common (basic and diluted) | $ 0.87 | $ 1.31 | ||
Weighted average limited partner units outstanding: | ||||
Weighted Average Number of Units Outstanding, Basic and Diluted | 10,939,436 | 10,939,436 | ||
Common Units - Public [Member] | ||||
Weighted average limited partner units outstanding: | ||||
Weighted average limited partner units outstanding (basic) | 49,588,960 | 20,036,329 | 49,588,960 | 20,036,329 |
Weighted average limited partner units outstanding (diluted) | 49,644,916 | 20,077,865 | 49,644,916 | 20,077,865 |
Common Units - Affiliated [Member] | ||||
Weighted average limited partner units outstanding: | ||||
Weighted Average Number of Units Outstanding, Basic and Diluted | 45,750,826 | 4,858,330 | 41,807,600 | 4,460,589 |
Consolidated Statement of Equit
Consolidated Statement of Equity - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Sunoco LLC and Sunoco Retail LLC [Member] | ETP [Member] | ETE [Member] | Common Units - Public [Member] | Common Units - Affiliated [Member] | Common Units - Affiliated [Member]ETP [Member] | Common Units - Affiliated [Member]ETE [Member] | Predecessor Equity [Member] | Predecessor Equity [Member]Sunoco LLC and Sunoco Retail LLC [Member] |
Beginning balance at Dec. 31, 2015 | $ 5,262,737 | $ 1,768,890 | $ 1,275,558 | $ 2,218,289 | ||||||
Contribution | $ (2,200,000) | $ (2,200,000) | ||||||||
Equity issued | $ 194,000 | $ 60,944 | $ 194,000 | $ 60,944 | ||||||
Contribution of assets between entities under common control above historic cost | (391,820) | (373,531) | $ (18,289) | |||||||
Cash distribution to unitholders | (184,026) | (80,265) | (103,761) | |||||||
Cash distribution | $ (50,000) | $ (50,000) | ||||||||
Unit-based compensation | 5,702 | 2,966 | 2,736 | |||||||
Other | 28,295 | (250) | 28,545 | |||||||
Net income | 134,146 | 71,810 | 62,336 | |||||||
Ending balance at Jun. 30, 2016 | $ 2,859,978 | $ 1,763,151 | $ 1,096,827 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 134,146 | $ 142,840 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 156,790 | 136,943 |
Amortization of deferred financing fees | 4,008 | 1,202 |
Loss on disposal of assets | 2,715 | 147 |
Non-cash unit based compensation | 6,792 | 3,754 |
Deferred income tax | (5,750) | (13,967) |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable, net | (77,677) | (57,388) |
Accounts receivable from affiliates | 2,567 | (3,297) |
Inventories, net | (26,159) | (50,832) |
Other current assets | (34,881) | 15,188 |
Accounts payable | 31,737 | 13,530 |
Accounts payable to affiliates | 6,582 | (42,549) |
Accrued expenses and other current liabilities | (8,674) | (65,130) |
Other noncurrent liabilities | 6,922 | 40,451 |
Net cash provided by operating activities | 199,118 | 120,892 |
Cash flows from investing activities: | ||
Capital expenditures | (179,893) | (201,661) |
Purchase of intangible assets | (31,434) | (51,078) |
Other acquisitions | (118,168) | (16,499) |
Proceeds from disposal of property and equipment | 9,341 | 6,972 |
Net cash used in investing activities | (2,520,154) | (1,037,266) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 2,835,000 | 820,000 |
Payments on long-term debt | (796,495) | (3,709) |
Revolver, borrowings | 1,257,901 | 248,619 |
Revolver, repayments | (1,032,901) | (207,308) |
Debt issuance costs | (29,176) | |
Advances to affiliates | 266,710 | 264,997 |
Distributions to ETP | (50,000) | (179,182) |
Other cash from financing activities, net | 3,627 | (88) |
Distributions to unitholders | (184,026) | (32,770) |
Net cash provided by financing activities | 2,331,584 | 910,559 |
Net increase (decrease) in cash | 10,548 | (5,815) |
Cash and cash equivalents at beginning of period | 72,627 | 136,581 |
Cash and cash equivalents at end of period | 83,175 | 130,766 |
Sunoco LLC and Sunoco Retail LLC [Member] | ||
Cash flows from investing activities: | ||
Acquisition of Sunoco LLC and Sunoco Retail LLC | (2,200,000) | $ (775,000) |
Sunoco Retail LLC [Member] | ||
Cash flows from financing activities: | ||
Equity issued to ETE | $ 60,944 |
Organization and Principles of
Organization and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Principles of Consolidation | 1. The Partnership was formed in June 2012 by Susser Holdings Corporation (“Susser”) and its wholly owned subsidiary, Sunoco GP LLC (formerly known as Susser Petroleum Partners GP LLC), our general partner (“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 acquired the outstanding common shares of Susser (the “ETP Merger”). The ETP Merger was completed on August 29, 2014. By acquiring Susser, ETP acquired 100% of the non-economic general partner interest and incentive distribution rights (“IDRs”) in the Partnership, which have subsequently been distributed to Energy Transfer Equity, L.P. (“ETE”). Additionally, ETP directly and indirectly acquired approximately 11.0 million common and subordinated units in the Partnership (representing approximately 50.1% of the then outstanding units). Unvested phantom units that were outstanding on April 27, 2014 vested upon completion of the ETP Merger. See Note 15 for further information. Effective October 27, 2014, the Partnership changed its name from Susser Petroleum Partners LP (NYSE: SUSP) to Sunoco LP (“SUN”, NYSE: SUN). This change aligned 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 and our consolidated subsidiaries, unless the context clearly indicates otherwise. The consolidated financial statements are composed of Sunoco LP, a publicly traded Delaware limited partnership, our majority-owned subsidiaries, and variable interest entities (“VIE”s) in which we were the primary beneficiary (through December 23, 2015). We distribute motor fuels across more than 30 states throughout the East Coast, Midwest, and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. We are also an operator of convenience retail stores across more than 20 states, primarily in Texas, Pennsylvania, New York, Virginia, Florida, and Hawaii. On October 1, 2014, we acquired 100% of the membership interest of Mid-Atlantic Convenience Stores, LLC (“MACS”). On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco, LLC (“Sunoco LLC”). On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser. Finally, on March 31, 2016, we acquired the remaining 68.42% membership interest and 49.9% voting interest in Sunoco LLC as well as 100% of the membership interest in Sunoco Retail LLC (“Sunoco Retail”). Results of operations for the MACS, Sunoco LLC, Susser, and Sunoco Retail acquisitions, deemed transactions between entities under common control, have been included in our consolidated results of operations since September 1, 2014, the date of common control. We operate our business as two segments, which are primarily engaged in wholesale fuel distribution and retail fuel and merchandise sales, respectively. Our primary operations are conducted by the following consolidated subsidiaries: Wholesale Subsidiaries • Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel to Stripes’ retail locations, consignment locations, as well as third party customers in Louisiana, New Mexico, Oklahoma and Texas. • Sunoco Energy Services LLC, a Texas limited liability company, distributes motor fuels, propane and lubricating oils, primarily in Texas, Oklahoma, New Mexico and Kansas. • Sunoco LLC, a Delaware limited liability company, primarily distributes motor fuels in more than 26 states throughout the East Coast, Midwest and Southeast regions of the United States. • Southside Oil, LLC, a Virginia limited liability company, distributes motor fuel, primarily in Georgia, Maryland, New York, Tennessee, and Virginia. • Aloha Petroleum, LLC, a Delaware limited liability company, distributes motor fuel and operates terminal facilities on the Hawaiian Islands. Retail Subsidiaries • Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties. • Susser, a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, and Oklahoma through Stripes-branded convenience stores and transports motor fuel under GoPetro Transport LLC. • Sunoco Retail, a Pennsylvania limited liability company, owns and operates convenience stores that sell motor fuel and merchandise primarily in Pennsylvania, New York, and Florida. • MACS Retail LLC, a Virginia limited liability company, owns and operates convenience stores, primarily in Virginia, Maryland, and Tennessee. • Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain items have been reclassified for presentation purposes to conform to the accounting policies of the consolidated entity. These reclassifications had no impact on gross margin, income from operations, net income and comprehensive income, or the balance sheets or statements of cash flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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"). 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, 2015 filed with the SEC on February 25, 2016 and on our Form 8-K filed on July 15, 2016. Significant Accounting Policies As of June 30, 2016, there were no changes in significant accounting policies from those described in the December 31, 2015 audited consolidated financial statements. Motor Fuel and Sales Taxes Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $297.0 and $293.2 million for the three months ended June 30, 2016 and 2015 and $581.5 and $575.0 million for the six months ended June 30, 2016 and 2015, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income. Recently Issued Accounting Pronouncements FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “ Leases (Topic 842) ” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Sunoco LLC and Sunoco Retail LLC Acquisitions On April 1, 2015, we acquired a 31.58% membership interest and 50.1% voting interest in Sunoco LLC from ETP Retail Holdings, LLC (“ETP Retail”), an indirect wholly-owned subsidiary of ETP, for total consideration of approximately $775.0 million in cash (the “Sunoco Cash Consideration”) and $40.8 million in 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. The Sunoco Cash Consideration was financed through issuance by the Partnership and its wholly owned subsidiary, Sunoco Finance Corp. (“SUN Finance”), of 6.375% Senior Notes due 2023 on April 1, 2015. The common units issued to ETP Retail 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”). Pursuant to the terms of the Sunoco LLC Contribution Agreement, ETP guaranteed all of the obligations of ETP Retail. On November 15, 2015, we entered into a Contribution Agreement (the “ETP Dropdown Contribution Agreement”) with Sunoco LLC, Sunoco, Inc., ETP Retail, our General Partner and ETP. Pursuant to the terms of the ETP Dropdown Contribution Agreement, we agreed to acquire from ETP Retail, effective January 1, 2016, (a) 100% of the issued and outstanding membership interests of Sunoco Retail, an entity that was formed by Sunoco, Inc. (R&M), an indirect wholly owned subsidiary of Sunoco, Inc., prior to the closing of the ETP Dropdown Contribution Agreement, and (b) 68.42% of the issued and outstanding membership interests of Sunoco LLC (the “ETP Dropdown”). Pursuant to the terms of the ETP Dropdown Contribution Agreement, ETP agreed to guarantee all of the obligations of ETP Retail. Immediately prior to the closing of the ETP Dropdown, Sunoco Retail owned all of the retail assets previously owned by Sunoco, Inc. (R&M), the ethanol plant located in Fulton, NY, 100% of the issued and outstanding membership interests in Sunmarks, LLC, and all the retail assets previously owned by Atlantic Refining & Marketing Corp., a wholly owned subsidiary of Sunoco, Inc. Subject to the terms and conditions of the ETP Dropdown Contribution Agreement, at the closing of the ETP Dropdown, we paid to ETP Retail approximately $2.2 billion in cash on March 31, 2016, which included working capital adjustments, and issued to ETP Retail 5,710,922 common units representing limited partner interests in the Partnership (the “ETP Dropdown Unit Consideration”). The ETP Dropdown Unit Consideration was issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act. The acquisitions of Sunoco LLC and Sunoco Retail were accounted for as transactions between entities under common control. Specifically, the Partnership recognized the acquired assets and assumed liabilities at their respective carrying values with no goodwill created. The Partnership’s results of operations include Sunoco LLC’s and Sunoco Retail’s 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 Sunoco LLC and Sunoco Retail from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $2.4 billion of Sunoco LLC revenues and $24.5 million of net income for the three months ended March 31, 2015, as well as $726.8 million of Sunoco Retail revenues and $1.6 million of net loss for the six months ended June 30, 2015. The equity of Sunoco LLC and Sunoco Retail prior to the respective acquisitions is presented as predecessor equity in our consolidated financial statements. The following table summarizes the final recording of assets and liabilities at their respective carrying values as of August 31, 2014 (in thousands): Sunoco LLC Sunoco Retail Total Current assets $ 1,107,007 $ 328,928 $ 1,435,935 Property and equipment 384,100 709,793 1,093,893 Goodwill — 1,289,398 1,289,398 Intangible assets 182,477 293,928 476,405 Other noncurrent assets 2,238 — 2,238 Current liabilities (641,400 ) (146,368 ) (787,768 ) Other noncurrent liabilities (7,293 ) (339,536 ) (346,829 ) Net assets $ 1,027,129 $ 2,136,143 $ 3,163,272 Net deemed contribution (188,272 ) Cash acquired (24,276 ) Total cash consideration, net of cash acquired (1) $ 2,950,724 (1) Total cash consideration, net of cash acquired, includes $775.0 million paid on April, 1 2015 and $2.2 billion paid on March 31, 2016. Susser Acquisition On July 31, 2015, we acquired 100% of the issued and outstanding shares of capital stock of Susser from Heritage Holdings, Inc., a wholly owned subsidiary of ETP (“HHI”), and ETP Holdco Corporation, a wholly owned subsidiary of ETP (“ETP Holdco” and together with HHI, the “Contributors”), for total consideration of approximately $966.9 million in cash (the “Susser Cash Consideration”), subject to certain post-closing working capital adjustments, and issued to the Contributors 21,978,980 Class B Units representing limited partner interests of the Partnership (“Class B Units”) (the “Susser Acquisition”). The Class B Units were identical to the common units in all respects, except such Class B Units were not entitled to distributions payable with respect to the second quarter of 2015. The Class B Units converted, on a one-for-one basis, into common units on August 19, 2015. Pursuant to the terms of the Contribution Agreement dated as of July 14, 2015 among Susser, HHI, ETP Holdco, our General Partner, and ETP (the “Susser Contribution Agreement”), (i) Susser caused its wholly owned subsidiary to exchange its 79,308 common units for 79,308 Class A Units representing limited partner interests in the Partnership (“Class A Units”) and (ii) the 10,939,436 subordinated units held by wholly owned subsidiaries of Susser were converted into 10,939,436 Class A Units. The Class A Units were entitled to receive distributions on a pro rata basis with the common units, except that the Class A Units (a) did not share in distributions of cash to the extent such cash was derived from or attributable to any distribution received by the Partnership from PropCo, the Partnership’s indirect wholly owned subsidiary, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries and (b) were subordinated to the common units during the subordination period for the subordinated units and were not entitled to receive any distributions until holders of the common units had received the minimum quarterly distribution plus any arrearages in payment of the minimum quarterly distribution from prior quarters. In addition, the Partnership issued 79,308 common units and 10,939,436 subordinated units to the Contributors (together with the Class B Units, the “Susser Unit Consideration”) to restore the economic benefit of common units and subordinated units held by wholly owned subsidiaries of Susser that were exchanged or converted, as applicable, into Class A Units. The Susser Unit Consideration was issued and sold to the Contributors in private transactions exempt from registration under Section 4(a)(2) of the Securities Act. Pursuant to the terms of the Susser Contribution Agreement, ETP guaranteed all then existing obligations of the Contributors. The Susser Acquisition was accounted for as a transaction between entities under common control. Specifically, the Partnership recognized acquired assets and assumed liabilities at their respective carrying values with no additional goodwill created. The Partnership’s results of operations include Susser’s 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 Susser from August 31, 2014. Accordingly, the Partnership retrospectively adjusted its consolidated statement of operations and comprehensive income to include $1.0 billion of Susser revenues and $6.1 million of net income for the six months ended June 30, 2015. The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in thousands): August 31, 2014 Current assets $ 217,244 Property and equipment 983,900 Goodwill 976,631 Intangible assets 541,054 Other noncurrent assets 38,216 Current liabilities (246,009 ) Other noncurrent liabilities (842,310 ) Net assets 1,668,726 Net deemed contribution (701,871 ) Cash acquired (63,801 ) Total cash consideration, net of cash acquired $ 903,054 Other Acquisitions On June 23, 2016, we entered into a definitive agreement to purchase the fuels business (the "Fuels Business") from Emerge Energy Services LP (NYSE: EMES) ("Emerge") for $178.5 million, subject to working capital and other adjustments. The Fuels Business comprises Dallas-based Direct Fuels LLC and Birmingham-based Allied Energy Company LLC, both wholly owned subsidiaries of Emerge, and engages in the processing of transmix and the distribution of refined fuels. The transaction is scheduled to close in the third quarter of 2016, subject to regulatory clearances and the satisfaction of other customary closing conditions. On June 22, 2016, we acquired 14 convenience stores and the wholesale fuel business in the Austin, Houston, and Waco, Texas markets from Kolkhorst Petroleum Inc. for $37.9 million plus the value of inventory on hand at closing. As part of the acquisition, we also acquired 5 fee properties and 9 leased properties. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase 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 acquisition preliminarily increased goodwill by $8.7 million. On June 22, 2016, we acquired 18 convenience stores serving the upstate New York market from Valentine Stores, Inc. (“Valentine”) for $75.6 million plus the value of inventory on hand at closing. As part of the Valentine acquisition, we also acquired one stand-alone Tim Hortons restaurant, one IGA superette, 19 fee properties, one leased property, and three raw tracts of land for future store development. This acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values on the purchase 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 acquisition preliminarily increased goodwill by $35.8 million. On December 16, 2015, we acquired a wholesale motor fuel distribution business serving the Northeastern United States from Alta East, Inc. (“Alta East”) for approximately $57.1 million plus the value of inventory on hand at closing (the “Alta East acquisition”). As part of the Alta East acquisition, we also acquired a total of 32 fee and leased properties, including 30 properties operated by third party dealers or commission agents and two non-operating surplus locations. The Alta East acquisition also included supply contracts with the dealer-owned and operated sites. The Alta East acquisition was funded using amounts available under our revolving credit facility with the total purchase consideration allocated to assets acquired based on the preliminary estimate of their respective fair values at the purchase 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 acquisition preliminarily increased goodwill by $14.6 million. On August 10, 2015, we acquired 27 convenience stores in the Upper Rio Grande Valley from Aziz Convenience Stores, L.L.C. (“Aziz”) for $41.6 million. Management allocated the total purchase consideration to assets acquired based on the preliminary estimate of their respective fair values at the purchase 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 acquisition preliminarily increased goodwill by $4.3 million. Additional acquisitions by the Partnership during 2015 totaled $24.6 million in consideration paid and preliminarily increased goodwill by $10.1 million. Management is reviewing the valuations and confirming the results to determine the final purchase price allocations. As a result, material adjustments to these preliminary allocations may occur in the future. |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable Net [Abstract] | |
Accounts Receivable, net | 4. Accounts Receivable, net Accounts receivable, excluding receivables from affiliates, consisted of the following (in thousands): June 30, 2016 December 31, 2015 Accounts receivable, trade $ 232,673 $ 160,783 Credit card receivables 117,448 98,484 Vendor receivables for rebates, branding, and other 13,068 14,561 Other receivables 24,971 38,381 Allowance for doubtful accounts (2,482 ) (3,924 ) Accounts receivable, net $ 385,678 $ 308,285 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories, net | 5. Inventories, net Due to changes in fuel prices, we recorded a write-down on the value of fuel inventory of $98.3 million at December 31, 2015. Inventories consisted of the following (in thousands): June 30, 2016 December 31, 2015 Fuel-retail $ 49,488 $ 42,779 Fuel-other wholesale 292,599 283,021 Fuel-consignment 3,919 3,801 Merchandise 128,338 116,694 Equipment and maintenance spare parts 11,848 13,162 Corn 6,576 4,788 Other 4,061 3,046 Inventories, net $ 496,829 $ 467,291 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment consisted of the following (in thousands): June 30, 2016 December 31, 2015 Land $ 1,053,292 $ 1,032,017 Buildings and leasehold improvements 1,201,969 1,150,701 Equipment 1,248,260 1,214,328 Construction in progress 185,050 97,412 Total property and equipment 3,688,571 3,494,458 Less: accumulated depreciation 460,162 339,632 Property and equipment, net $ 3,228,409 $ 3,154,826 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 7. 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 June 30, 2016 and December 31, 2015, we had $3.2 and $3.1 billion, respectively, of goodwill recorded in conjunction with past business combinations. The 2015 impairment analysis indicated no impairment in goodwill. During 2016, we continued our evaluation of the Kolkhorst, Valentine, Alta East and Aziz acquisitions purchase accounting analyses with the assistance of a third party valuation firm. See Note 3 for the preliminary estimated fair value of assets and liabilities as of the dates of acquisitions. As of June 30, 2016, we evaluated potential impairment indicators. We believe no impairment events occurred during the second quarter of 2016, and we believe the assumptions used in the analysis performed in 2015 are still relevant and indicative of our current operating environment. As a result, no impairment was recorded to goodwill during the period from January 1, 2016 through June 30, 2016. The Partnership has indefinite-lived intangible assets recorded that are not amortized. These indefinite-lived assets consist of tradenames, contractual rights, and liquor licenses. Tradenames and liquor licenses relate to our retail segment while contractual rights relate to our wholesale segment. In accordance with ASC 350 “ Intangibles-Goodwill and Other Prior to December 31, 2014, our Stripes and Laredo Taco Company tradenames were amortized over 30 years. As of January 1, 2015, management deemed the Stripes and Laredo Taco Company tradenames to be indefinite-lived assets and ceased amortization. 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 estimated fair value. Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following (in thousands): June 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Indefinite-lived Tradenames $ 784,058 $ 6,508 $ 777,550 $ 784,058 $ 6,508 $ 777,550 Contractual rights 42,024 — 42,024 33,850 — 33,850 Liquor licenses 16,000 — 16,000 16,000 — 16,000 Finite-lived Customer relations including supply agreements 587,818 176,609 411,209 551,033 150,101 400,932 Favorable leasehold arrangements, net 22,863 1,910 20,953 22,863 1,188 21,675 Loan origination costs 9,769 3,169 6,600 9,358 2,172 7,186 Other intangibles 4,745 1,772 2,973 3,675 1,428 2,247 Intangible assets, net $ 1,467,277 $ 189,968 $ 1,277,309 $ 1,420,837 $ 161,397 $ 1,259,440 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Current accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2016 December 31, 2015 Wage and other employee-related accrued expenses $ 33,512 $ 26,019 Franchise agreement termination accrual 2,176 4,399 Accrued tax expense 127,819 102,473 Accrued insurance 21,197 32,716 Accrued environmental 6,755 7,600 Accrued interest expense 42,065 28,494 Deposits and other 68,775 106,238 Total $ 302,299 $ 307,939 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following (in thousands): June 30, 2016 December 31, 2015 Term Loan $ 1,243,000 $ — Sale leaseback financing obligation 119,748 121,992 2014 Revolver 675,000 450,000 6.375% Senior Notes Due 2023 800,000 800,000 5.500% Senior Notes Due 2020 600,000 600,000 6.250% Senior Notes Due 2021 800,000 — Capital lease obligation and notes payable 1,450 3,975 Total debt 4,239,198 1,975,967 Less: current maturities 5,694 5,084 Less: debt issuance costs 44,243 18,352 Long-term debt, net of current maturities $ 4,189,261 $ 1,952,531 Term Loan On March 31, 2016, we entered into a term loan agreement (the “Term Loan”) to finance a portion of the costs associated with the ETP Dropdown. The Term Loan provides secured financing in an aggregate principal amount of up to $2.035 billion, which we borrowed in full. The Partnership used the proceeds to fund a portion of the ETP Dropdown and to pay fees and expenses incurred in connection with the ETP Dropdown and Term Loan. Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 2.500% and the applicable margin for base rate loans ranges from 0.500% to 1.500%, in each case based on the Partnership’s leverage ratio. The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates and (iv) events of default, in each case substantially similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s existing revolving credit facility. The Term Loan also requires the maintenance of a maximum funded debt to EBITDA ratio (i) as of the last day of each fiscal quarter through March 31, 2017, of 6.25 to 1.0 at any time with respect to the Partnership and (ii) as of the last day of each fiscal quarter thereafter, of 5.5 to 1.0 at any time with respect to the Partnership (subject to increases to 6.0 to 1.0 in connection with certain future specified acquisitions). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable. 6.250% Senior Notes Due 2021 On April 7, 2016, we and certain of our wholly owned subsidiaries, including SUN Finance (together with the Partnership, the “2021 Issuers”), completed a private offering of $800.0 million 6.250% senior notes due 2021 (the “2021 Senior Notes”). The terms of the 2021 Senior Notes are governed by an indenture dated April 7, 2016, among the 2021 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2021 Guarantors”) and U.S. Bank National Association, as trustee. The 2021 Senior Notes will mature on April 15, 2021 and interest is payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2016. The 2021 Senior Notes are senior obligations of the 2021 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries and certain of its future subsidiaries. The 2021 Senior Notes and guarantees are unsecured and rank equally with all of the 2021 Issuers’ and each 2021 Guarantor’s existing and future senior obligations. The 2021 Senior Notes are senior in right of payment to any of the 2021 Issuers’ and each 2021 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2021 Senior Notes and guarantees. The 2021 Senior Notes and guarantees are effectively subordinated to the 2021 Issuers’ and each 2021 Guarantor’s secured obligations, including obligations under the Partnership’s 2014 Revolver, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2021 Senior Notes. ETP Retail provided a guarantee of collection to the 2021 Issuers with respect to the payment of the principal amount of the 2021 Senior Notes. ETP Retail is not subject to any of the covenants under the 2021 Indenture. Net proceeds of approximately $789.4 million were used to repay a portion of the borrowings outstanding under our Term Loan. 5.500% Senior Notes Due 2020 On July 20, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2020 Issuers”), completed a private offering of $600.0 million 5.500% senior notes due 2020 (the “2020 Senior Notes”). The terms of the 2020 Senior Notes are governed by an indenture dated July 20, 2015, among the 2020 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2020 Guarantors”) and U.S. Bank National Association, as trustee (the “2020 Trustee”). The 2020 Senior Notes will mature on August 1, 2020 and interest is payable semi-annually on February 1 and August 1 of each year, commencing February 1, 2016. The 2020 Senior Notes are senior obligations of the 2020 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2020 Senior Notes and guarantees are unsecured and rank equally with all of the 2020 Issuers’ and each 2020 Guarantor’s existing and future senior obligations. The 2020 Senior Notes are senior in right of payment to any of the 2020 Issuers’ and each 2020 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2020 Senior Notes and guarantees. The 2020 Senior Notes and guarantees are effectively subordinated to the 2020 Issuers’ and each 2020 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2020 Senior Notes. In connection with our issuance of the 2020 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2020 Senior Notes for an issue of registered notes with terms substantially identical to the 2020 Senior Notes on or before July 20, 2016 (the “Target Date”). We have not completed this exchange offer and, as a result, we are required to pay each holder of 2020 Senior Notes liquidated damages in the form of additional interest equal to 0.25% per annum of the principal amount of 2020 Senior Notes held by such holder, with respect to the first 90 days after the Target Date (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such liquidated damages continue to accrue), in each case until the exchange offer is completed; provided, however, that at no time will the amount of liquidated damages accruing exceed in the aggregate 1.00% per annum. Net proceeds of approximately $592.5 million were used to fund a portion of the Susser Cash Consideration. 6.375% Senior Notes Due 2023 On April 1, 2015, we and our wholly owned subsidiary, SUN Finance (together with the Partnership, the “2023 Issuers”), completed a private offering of $800.0 million 6.375% senior notes due 2023 (the “2023 Senior Notes”). The terms of the 2023 Senior Notes are governed by an indenture dated April 1, 2015, among the 2023 Issuers, our General Partner, and certain other subsidiaries of the Partnership (the “2023 Guarantors”) and U.S. Bank National Association, as trustee (the “2023 Trustee”). The 2023 Senior Notes will mature on April 1, 2023 and interest is payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2015. The 2023 Senior Notes are senior obligations of the 2023 Issuers and are guaranteed on a senior basis by all of the Partnership’s existing subsidiaries. The 2023 Senior Notes and guarantees are unsecured and rank equally with all of the 2023 Issuers’ and each 2023 Guarantor’s existing and future senior obligations. The 2023 Senior Notes are senior in right of payment to any of the 2023 Issuers’ and each 2023 Guarantor’s future obligations that are, by their terms, expressly subordinated in right of payment to the 2023 Senior Notes and guarantees. The 2023 Senior Notes and guarantees are effectively subordinated to the 2023 Issuers’ and each 2023 Guarantor’s secured obligations, including obligations under the Partnership’s revolving credit facility, to the extent of the value of the collateral securing such obligations, and structurally subordinated to all indebtedness and obligations, including trade payables, of the Partnership’s subsidiaries that do not guarantee the 2023 Senior Notes. ETP Retail provided a guarantee of collection to the 2023 Issuers with respect to the payment of the principal amount of the 2023 Senior Notes. ETP Retail is not subject to any of the covenants under the 2023 Indenture. In connection with our issuance of the 2023 Senior Notes, we entered into a registration rights agreement with the initial purchasers pursuant to which we agreed to complete an offer to exchange the 2023 Senior Notes for an issue of registered notes with terms substantially identical to the 2023 Senior Notes on or before April 1, 2016 (the “Target Date”). We have not completed this exchange offer and, as a result, we are required to pay each holder of 2023 Senior Notes liquidated damages in the form of additional interest equal to 0.25% per annum of the principal amount of 2023 Senior Notes held by such holder, with respect to the first 90 days after the Target Date (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such liquidated damages continue to accrue), in each case until the exchange offer is completed; provided, however, that at no time will the amount of liquidated damages accruing exceed in the aggregate 1.00% per annum. Net proceeds of approximately $786.5 million were used to fund Sunoco Cash Consideration and to repay borrowings under our 2014 Revolver (as defined below). . Obligations under the Term Loan are secured equally and ratably with the 2014 Revolver (as defined below) by substantially all tangible and intangible assets of the Partnership and certain of our subsidiaries, subject to certain exceptions and permitted liens. Obligations under the Term Loan are guaranteed by certain of the Partnership’s subsidiaries. In addition, ETP Retail provided a limited contingent guaranty of collection with respect to the payment of the principal amount of the Term Loan. The maturity date of the Term Loan is October 1, 2019. The Partnership is not required to make any amortization payments with respect to the loans under the Term Loan. Amounts borrowed under the Term Loan bear interest at either LIBOR or base rate plus an applicable margin based on the election of the Partnership for each interest period. Until the Partnership first receives an investment grade rating, the applicable margin for LIBOR rate loans ranges from 1.500% to 2.500% and the applicable margin for base rate loans ranges from 0.500% to 1.500%, in each case based on the Partnership’s leverage ratio. The Partnership may voluntarily prepay borrowings under the Term Loan at any time without premium or penalty, subject to any applicable breakage costs for loans bearing interest at LIBOR. Under certain circumstances, the Partnership is required to repay borrowings under the Term Loan in connection with the issuance by the Partnership of certain types of indebtedness for borrowed money. The Term Loan also includes certain (i) representations and warranties, (ii) affirmative covenants, including delivery of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, payment of material taxes and other claims, maintenance of properties and insurance, access to properties and records for inspection by administrative agent and lenders, further assurances and provision of additional guarantees and collateral, (iii) negative covenants, including restrictions on the Partnership and our restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make loans, advances or investments, pay dividends, sell or otherwise transfer assets or enter into transactions with shareholders or affiliates and (iv) events of default, in each case substantially similar to the representations and warranties, affirmative and negative covenants and events of default in the Partnership’s existing revolving credit facility. The Term Loan also requires the maintenance of a maximum funded debt to EBITDA ratio (i) as of the last day of each fiscal quarter through March 31, 2017, of 6.25 to 1.0 at any time with respect to the Partnership and (ii) as of the last day of each fiscal quarter thereafter, of 5.5 to 1.0 at any time with respect to the Partnership (subject to increases to 6.0 to 1.0 in connection with certain future specified acquisitions). During the continuance of an event of default, the lenders under the Term Loan may take a number of actions, including declaring the entire amount then outstanding under the Term Loan due and payable. Revolving Credit Agreement 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 2014 Revolver). The 2014 Revolver includes an accordion feature providing flexibility to increase the facility by an additional $250 million, subject to certain conditions. Borrowings under the 2014 Revolver were used to repay and cancel the $400 million revolving credit facility (the “2012 Revolver”) entered into in connection with the IPO. Borrowings under the 2014 Revolver bear interest at a base rate (a rate based off of the higher of (i) the Federal Funds Rate (as defined therein) plus 0.50%, (ii) Bank of America’s prime rate or (iii) one-month LIBOR (as defined therein) plus 1.00%) or LIBOR, in each case plus an applicable margin ranging from 1.50% to 2.50%, in the case of a LIBOR loan, or from 0.50% to 1.50%, in the case of a base rate loan (determined with reference to the Partnership’s Leverage Ratio (as defined therein)). Upon the first achievement by the Partnership of an investment grade credit rating, the applicable margin will decrease to a range of 1.125% to 2.0%, in the case of a LIBOR loan, or from 0.125% to 1.00%, in the case of a base rate loan (determined with reference to the credit rating for the Partnership’s senior, unsecured, non-credit enhanced long-term debt). Interest is payable quarterly if the base rate applies, at the end of the applicable interest period if LIBOR applies and at the end of the month if daily floating LIBOR applies. In addition, the unused portion of the 2014 Revolver is subject to a commitment fee ranging from 0.250% to 0.350%, based on the Partnership’s Leverage Ratio (as defined therein). Upon the first achievement by the Partnership of an investment grade credit rating, the commitment fee will decrease to a range of 0.125% to 0.275%, based on the Partnership’s credit rating as described above. The 2014 Revolver requires the Partnership to maintain a Leverage Ratio of not more than 5.50 to 1.00. The maximum Leverage Ratio is subject to upwards adjustment of not more than 6.00 to 1.00 for a period not to exceed three fiscal quarters in the event the Partnership engages in an acquisition of assets, equity interests (as defined therein), operating lines or divisions by the Partnership, a subsidiary (as defined therein), an unrestricted subsidiary (as defined therein) or a joint venture for a purchase price of not less than $50 million. Effective April 8, 2015, in connection with the Sunoco LLC acquisition, we entered into a Specified Acquisition Period (as defined in the 2014 Revolver) in which our leverage ratio compliance requirements were adjusted upward. Such Specified Acquisition Period ended on August 19, 2015, and concurrently in connection with the Susser acquisition, we entered into a new Specified Acquisition Period. On December 2, 2015, in connection with the consummation of the transactions contemplated by the ETP Dropdown Contribution Agreement, we entered into an amendment to the 2014 Revolver to temporarily increase the maximum leverage ratio to 6.25 to 1.00 for the period beginning upon the closing of the ETP Dropdown through the fourth quarterly testing date following the closing of the ETP Dropdown (the “Post Dropdown Period”). Indebtedness under the 2014 Revolver is secured by a security interest in, among other things, all of the Partnership’s present and future personal property and all of the present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. Upon the first achievement by the Partnership of an investment grade credit rating, all security interests securing the 2014 Revolver will be released. On April 10, 2015, the Partnership entered into the 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, pursuant to which the lenders thereto severally agreed to (i) provide $250 million in aggregate incremental commitments under the 2014 Revolver and (ii) make certain amendments to the 2014 Revolver as described in the First Amendment. After giving effect to the First Amendment, the 2014 Revolver permits the Partnership to borrow up to $1.5 billion on a revolving credit basis. On December 2, 2015, the Partnership entered into the Second Amendment to the Credit Agreement (the “Second Amendment”) with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent pursuant to which the lenders thereto generally agreed to, among other matters, (i) permit the incurrence of a term loan credit facility in connection with the consummation of the ETP Dropdown, (ii) permit such term loan credit facility to be secured on a pari passu basis with the indebtedness incurred under the Credit Agreement (as amended by the Amendment) pursuant to a collateral trust arrangement whereby a financial institution agrees to act as common collateral agent for all pari passu indebtedness and (iii) temporarily increase the maximum leverage ratio permitted under the 2014 Revolver (as amended by the Second Amendment) in connection with the consummation of the ETP Dropdown. As of June 30, 2016, the balance on the 2014 Revolver was $675.0 million, and $22.2 million in standby letters of credit were outstanding. The unused availability on the 2014 Revolver at June 30, 2016 was $802.8 million. The Partnership was in compliance with all financial covenants at June 30, 2016. 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 June 30, 2016 was $ 119.7 million. Other Debt On July 8, 2010, we entered into a mortgage note for an aggregate initial borrowing amount of $1.2 million. Pursuant to the terms of the mortgage note, we make monthly installment payments that are comprised of principal and interest through the maturity date of July 1, 2016. The balance outstanding at June 30, 2016 and December 31, 2015 was $1.0 million. The mortgage note bears interest at a fixed rate of 6.0%. The mortgage note is secured by a first priority security interest in a property owned by the Partnership. In September 2013, we assumed a $3.0 million term loan as part of the acquisition of Gainesville Fuel, Inc. (now Sunoco Energy Services LLC). The balance outstanding at June 30, 2016 and December 31, 2015 was zero and $ 2.5 million. The term loan bears interest at a fixed rate of 4.0%. The estimated fair value of debt is calculated using Level 3 inputs (see Note 10). The fair value of debt as of June 30, 2016, is estimated to be approximately $4.2 billion, based on outstanding balances as of the end of the period using current interest rates for similar securities. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. 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” Level 1 Level 2 Level 3 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 June 30, 2016 or December 31, 2015. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases The Partnership leases certain convenience store and other properties under non-cancellable operating leases whose initial terms are typically 5 to 15 years, with some having a term of 40 years or more, along with options that permit renewals for additional periods. Minimum rent is expensed on a straight-line basis over the term of the lease. In addition, certain leases require additional contingent payments based on sales or motor fuel volumes. We typically are responsible for payment of real estate taxes, maintenance expenses and insurance. These properties are either sublet to third parties or used for our convenience store operations. Net rent expense consisted of the following (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Cash rent: Store base rent (1) (2) $ 28,821 $ 30,970 $ 57,031 $ 60,217 Equipment and other rent (3) 6,023 4,727 10,913 9,663 Total cash rent 34,844 35,697 67,944 69,880 Non-cash rent: Straight-line rent 795 347 1,152 (257 ) Amortization of deferred gain — (253 ) — (506 ) Net rent expense $ 35,639 $ 35,791 $ 69,096 $ 69,117 (1 ) Store base rent includes sublease rental income totaling $5.9 and $6.6 million for the three months ended June 30, 2016 and 2015, respectively and $11.7 and $13.9 million for the six months ended June 30, 2016 and 2015, respectively. (2 ) Store base rent includes contingent rent expense totaling $6.7 and $6.0 million for the three months ended June 30, 2016 and 2015, respectively and $9.1 and $10.0 million for the six months ended June 30, 2016 and 2015, respectively. (3) Equipment and other rent consists primarily of store equipment and vehicles. |
Interest Expense, net
Interest Expense, net | 6 Months Ended |
Jun. 30, 2016 | |
Interest Income Expense Net [Abstract] | |
Interest Expense, net | 12. Interest Expense, net Net interest expense consisted of the following (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Interest expense (1) $ 50,834 $ 20,672 $ 78,122 $ 29,583 Amortization of deferred financing fees 2,768 821 4,008 1,202 Interest income (3,015 ) (295 ) (3,854 ) (1,610 ) Interest expense, net $ 50,587 $ 21,198 $ 78,276 $ 29,175 (1) Interest expense related to the VIEs was approximately $2.4 million and $4.7 million for the three and six months ended June 30, 2015, respectively. |
Income Tax Expense
Income Tax Expense | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | 13. Income Tax Expense As a partnership, we are generally not subject to federal income tax and most state income taxes. However, the Partnership conducts certain activities through corporate subsidiaries which are subject to federal and state income taxes. Our effective tax rate differs 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. A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is presented below (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Tax at statutory federal rate $ 25,843 $ 35,861 $ 48,204 $ 55,940 Partnership earnings not subject to tax (23,096 ) (27,367 ) (55,864 ) (38,734 ) State and local tax, net of federal benefit 1,461 (311 ) 12,196 423 Other (2,740 ) 743 (956 ) (640 ) Net income tax expense $ 1,468 $ 8,926 $ 3,580 $ 16,989 |
Partners' Capital
Partners' Capital | 6 Months Ended |
Jun. 30, 2016 | |
Partners Capital [Abstract] | |
Partners' Capital | 14. Partners’ Capital As of June 30, 2016, ETE and ETP or their subsidiaries owned 45,750,826 common units, which constitute 40.9% of the limited partner ownership interest in us. As of June 30, 2016, our fully consolidating subsidiaries owned 16,410,780 Class C units representing limited partner interests in the Partnership (the “Class C Units”) and the public owned 49,588,960 common units. Common Units In connection with the closing of the Partnership’s previously announced sale (the “PIPE Transaction”) of 2,263,158 common units in a private placement to ETE, the Partnership entered into a registration rights agreement, dated as of March 31, 2016 (the “Registration Rights Agreement”), with ETE. Pursuant to the Registration Rights Agreement, the Partnership is required to file a shelf registration statement to register the common units, upon the request of the holders of a majority of the then-outstanding common units. The Partnership shall use its reasonable best efforts to file the registration statement within 45 days of any such request and cause it to be effective as soon as reasonably practicable thereafter, subject to certain exceptions. ETE owns the general partner interests and incentive distribution rights in the Partnership. The following table presents the activity of our common units for the six months ended June 30, 2016: Number of Units Number of common units at December 31, 2015 87,365,706 Common units issued in connection with acquisitions 5,710,922 Common units issued in connection with the PIPE Transaction 2,263,158 Number of common units at June 30, 2016 95,339,786 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 ETE. The calculation of net income allocated to the partners is as follows (in thousands, except per unit amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Attributable to Common Units Distributions (1) $ 78,703 $ 21,076 $ 156,624 $ 37,133 Distributions in excess of income (27,838 ) 595 (64,247 ) (4,983 ) Limited partners' interest in net income $ 50,865 $ 21,671 $ 92,377 $ 32,150 Attributable to Subordinated Units Distributions (1) $ — $ 7,585 $ — $ 14,641 Distributions in excess of income — 1,938 — (284 ) Limited partners' interest in net income $ — $ 9,523 $ — $ 14,357 (1) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.6934 $ 1.6428 $ 1.3384 Class C Units On January 1, 2016, the Partnership issued an aggregate of 16,410,780 Class C Units consisting of (i) 5,242,113 Class C Units that were issued by the Partnership to Aloha as consideration for the contribution by Aloha to an indirect wholly owned subsidiary of the Partnership of all of Aloha’s assets relating to the wholesale supply of fuel and lubricants, and (ii) 11,168,667 Class C Units that were issued by the Partnership to indirect wholly owned subsidiaries of the Partnership in exchange for all of the outstanding Class A Units held by such subsidiaries. The Class C Units were valued at $38.5856 per Class C Unit (the “Class C Unit Issue Price”), based on the volume-weighted average price of the Partnership’s Common Units for the five-day trading period ending on December 31, 2015. The Class C Units were issued in private transactions exempt from registration under section 4(a)(2) of the Securities Act. Class C Units (i) are not convertible or exchangeable into Common Units or any other units of the Partnership and are non-redeemable; (ii) are entitled to receive distributions of available cash of the Partnership (other than available cash derived from or attributable to any distribution received by the Partnership from PropCo, the proceeds of any sale of the membership interests of PropCo, or any interest or principal payments received by the Partnership with respect to indebtedness of PropCo or its subsidiaries), at a fixed rate equal to $0.8682 per quarter for each Class C Unit outstanding, (iii) do not have the right to vote on any matter except as otherwise required by any non-waivable provision of law, (iv) are not allocated any items of income, gain, loss, deduction or credit attributable to the Partnership’s ownership of, or sale or other disposition of, the membership interests of PropCo, or the Partnership’s ownership of any indebtedness of PropCo or any of its subsidiaries (“PropCo Items”), (v) will be allocated gross income (other than from PropCo Items) in an amount equal to the cash distributed to the holders of Class C Units and (vi) will be allocated depreciation, amortization and cost recovery deductions as if the Class C Units were Common Units and 1% of certain allocations of net termination gain (other than from PropCo Items). Pursuant to the terms described above, these distributions do not have an impact on the Partnership’s consolidated cash flows and as such, are excluded from total cash distributions and allocation of limited partners’ interest in net income. For the Incentive Distribution Rights The following table illustrates the percentage allocations of available cash from operating surplus between our common unitholders and the holder of our IDRs based on the specified target distribution levels, after the payment of distributions to Class C unitholders. 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 common 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. Effective August 21, 2015, ETE exchanged 21.0 million ETP common units, owned by ETE, the owner of ETP’s general partner interest, for 100% of the general partner interest and all of our IDRs. ETP had previously 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 common unit target amount Common unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100% — First Target Distribution Above $0.4375 up to $0.503125 100% — Second Target Distribution Above $0.503125 up to $0.546875 85% 15% Third Target Distribution Above $0.546875 up to $0.656250 75% 25% Thereafter Above $0.656250 50% 50% Cash Distributions Our partnership agreement, as amended, sets forth the calculation to be used to determine the amount and priority of cash distributions that the common unitholders receive. The following table presents our cash distributions paid or payable during 2016 (in thousands, except for per unit distributions): Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders August 15, 2016 $ 0.8255 $ 78,703 $ 20,348 May 16, 2016 $ 0.8173 $ 77,921 $ 19,566 February 16, 2016 $ 0.8013 $ 70,006 $ 16,532 |
Unit-Based Compensation
Unit-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Share Based Compensation [Abstract] | |
Unit-Based Compensation | 15. Unit-Based Compensation Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Phantom common units $ 2,810 $ 1,678 $ 5,702 $ 3,036 Allocated expense from ETP 569 718 1,090 718 Total equity-based compensation expense $ 3,379 $ 2,396 $ 6,792 $ 3,754 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 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 vested 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. 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 amortized over the five-year vesting period using the straight-line method. Unrecognized compensation cost related to our nonvested restricted phantom units totaled $ 30.7 million as of June 30, 2016, which is expected to be recognized over a weighted average period of 2.94 years. The fair value of nonvested service phantom units outstanding as of June 30, 2016 totaled $46.0 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 December 31, 2014 241,235 $ 45.50 Granted 993,134 40.63 Forfeited (87,321 ) 50.71 Nonvested at December 31, 2015 1,147,048 41.19 Granted 25,040 35.15 Forfeited (53,266 ) 39.10 Nonvested at June 30, 2016 1,118,822 $ 41.16 Cash Awards In January 2015, the Partnership granted 30,710 awards that are settled in cash under the terms of the Sunoco LP Long-Term Cash Restricted Unit Plan. An additional 1,000 awards were granted in September 2015. During the six months ended June 30, 2016, 3,470 units were forfeited. These awards do not have the right to receive distributions prior to vesting. The awards vest 100% after three years. Unrecognized compensation cost related to our nonvested cash awards totaled $0.6 million as of June 30, 2016, which is expected to be recognized over a weighted average period of 1.43 years. The fair value of nonvested cash awards outstanding as of June 30, 2016 totaled $1.4 million. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. Segment Reporting Segment information is prepared on the same basis that our Chief Operating Decision Maker (“CODM”) reviews financial information for operational decision-making purposes. We operate our business in two primary segments, wholesale and retail, both of which are included as reportable segments. No operating segments have been aggregated in identifying the two reportable segments. We allocate shared revenue and costs to each segment based on the way our CODM measures segment performance. Partnership overhead costs, interest and other expenses not directly attributable to a reportable segment are allocated based on segment gross profit. These costs were previously allocated based on segment EBITDA. We report EBITDA and Adjusted EBITDA by segment as a measure of segment performance. We define EBITDA as net income before net interest expense, income tax expense and depreciation, amortization and accretion expense. We define Adjusted EBITDA to include adjustments for non-cash compensation expense, gains and losses on disposal of assets, unrealized gains and losses on commodity derivatives and inventory fair value adjustments. Wholesale Segment Our wholesale segment purchases motor fuel primarily from independent refiners and major oil companies and supplies it to our retail segment, to independently-operated dealer stations under long-term supply agreements, and to distributers and other consumers of motor fuel. Also included in the wholesale segment are motor fuel sales to consignment locations. We distribute motor fuels across more than 30 states throughout the East Coast and Southeast regions of the United States from Maine to Florida and from Florida to New Mexico, as well as Hawaii. Sales of fuel from the wholesale segment to our retail segment are delivered at cost plus a profit margin. These amounts are reflected in intercompany eliminations of motor fuel revenue and motor fuel cost of sales. Also included in our wholesale segment is rental income from properties that we lease or sub-lease. Retail Segment Our retail segment operates branded retail convenience stores across more than 20 states throughout the East Coast and Southeast regions of the United States with a significant presence in Texas, Pennsylvania, New York, Florida, Virginia, and Hawaii. These stores offer motor fuel, merchandise, foodservice, and a variety of other services including car washes, lottery, ATM, money orders, prepaid phone cards, wireless services and movie rentals. The following tables present financial information by segment for the three and six months ended June 30, 2016 and 2015: Segment Financial Data ( in thousands For the Three Months Ended June 30, 2016 2015 Wholesale Retail Intercompany Eliminations Total Wholesale Retail Intercompany Eliminations Total Revenues Retail motor fuel $ — $ 1,384,858 $ 1,384,858 $ — $ 1,649,199 $ 1,649,199 Wholesale motor fuel sales to third parties 1,996,716 — 1,996,716 2,845,635 — 2,845,635 Wholesale motor fuel sales to affiliates 9,710 — 9,710 3,972 — 3,972 Merchandise — 576,594 576,594 — 560,680 560,680 Rental income 19,137 3,438 22,575 11,485 9,049 20,534 Other 7,281 54,433 61,714 6,270 39,794 46,064 Intersegment 2,706,287 30,696 (2,736,983 ) — 3,571,017 30,624 (3,601,641 ) — Total revenues 4,739,131 2,050,019 (2,736,983 ) 4,052,167 6,438,379 2,289,346 (3,601,641 ) 5,126,084 Gross profit Retail motor fuel — 155,330 155,330 — 139,788 139,788 Wholesale motor fuel 163,962 — 163,962 162,867 — 162,867 Merchandise — 187,291 187,291 — 176,811 176,811 Other 25,006 48,978 73,984 16,926 48,818 65,744 Total gross profit 188,968 391,599 580,567 179,793 365,417 545,210 Total operating expenses 88,950 367,425 456,375 83,848 337,704 421,552 Income (loss) from operations 100,018 24,174 124,192 95,945 27,713 123,658 Interest expense, net 16,241 34,346 50,587 5,313 15,885 21,198 Income (loss) before income taxes 83,777 (10,172 ) 73,605 90,632 11,828 102,460 Income tax expense (benefit) 606 862 1,468 (262 ) 9,188 8,926 Net income (loss) and comprehensive income (loss) $ 83,171 $ (11,034 ) $ 72,137 $ 90,894 $ 2,640 $ 93,534 Depreciation, amortization and accretion 17,423 61,301 78,724 15,459 54,741 70,200 Interest expense, net 16,241 34,346 50,587 5,313 15,885 21,198 Income tax expense (benefit) 606 862 1,468 (262 ) 9,188 8,926 EBITDA 117,441 85,475 202,916 111,404 82,454 193,858 Non-cash compensation expense 2,796 583 3,379 1,121 1,275 2,396 Loss (gain) on disposal of assets (351 ) 1,852 1,501 (11 ) 189 178 Unrealized loss on commodity derivatives 5,570 — 5,570 786 — 786 Inventory fair value adjustments (48,118 ) (1,250 ) (49,368 ) (51,843 ) (3,002 ) (54,845 ) Adjusted EBITDA $ 77,338 $ 86,660 $ 163,998 $ 61,457 $ 80,916 $ 142,373 Capital expenditures $ 27,831 $ 46,437 $ 74,268 $ 68,737 $ 31,892 $ 100,629 Total assets at end of period $ 2,591,503 $ 6,170,051 $ 8,761,554 $ 2,925,842 $ 5,915,977 $ 8,841,819 Segment Financial Data ( in thousands For the Six Months Ended June 30, 2016 2015 Wholesale Retail Intercompany Eliminations Total Wholesale Retail Intercompany Eliminations Total Revenues Retail motor fuel $ — $ 2,500,573 $ 2,500,573 $ — $ 3,016,855 $ 3,016,855 Wholesale motor fuel sales to third parties 3,492,590 — 3,492,590 5,282,137 — 5,282,137 Wholesale motor fuel sales to affiliates 16,839 — 16,839 4,939 — 4,939 Merchandise — 1,100,688 1,100,688 — 1,043,803 1,043,803 Rental income 37,857 6,842 44,699 22,994 17,322 40,316 Other 13,223 85,868 99,091 11,883 77,003 88,886 Intersegment 4,671,106 61,275 (4,732,381 ) — 6,288,335 59,705 (6,348,040 ) — Total revenues 8,231,615 3,755,246 (4,732,381 ) 7,254,480 11,610,288 4,214,688 (6,348,040 ) 9,476,936 Gross profit Retail motor fuel — 286,603 286,603 — 287,205 287,205 Wholesale motor fuel 315,121 — 315,121 255,537 — 255,537 Merchandise — 353,670 353,670 — 325,012 325,012 Other 48,373 75,543 123,916 32,491 94,198 126,689 Total gross profit 363,494 715,816 1,079,310 288,028 706,415 994,443 Total operating expenses 168,650 694,658 863,308 161,668 643,771 805,439 Income from operations 194,844 21,158 216,002 126,360 62,644 189,004 Interest expense, net 26,214 52,062 78,276 5,547 23,628 29,175 Income (loss) before income taxes 168,630 (30,904 ) 137,726 120,813 39,016 159,829 Income tax expense (benefit) (333 ) 3,913 3,580 773 16,216 16,989 Net income (loss) and comprehensive income (loss) $ 168,963 $ (34,817 ) $ 134,146 $ 120,040 $ 22,800 $ 142,840 Depreciation, amortization and accretion 34,276 122,514 156,790 34,249 102,694 136,943 Interest expense, net 26,214 52,062 78,276 5,547 23,628 29,175 Income tax expense (benefit) (333 ) 3,913 3,580 773 16,216 16,989 EBITDA 229,120 143,672 372,792 160,609 165,338 325,947 Non-cash compensation expense 5,393 1,399 6,792 1,543 2,211 3,754 Loss (gain) on disposal of assets (797 ) 3,512 2,715 148 (1 ) 147 Unrealized loss on commodity derivatives 2,845 — 2,845 2,191 — 2,191 Inventory fair value adjustments (59,340 ) (2,690 ) (62,030 ) (59,989 ) (1,516 ) (61,505 ) Adjusted EBITDA $ 177,221 $ 145,893 $ 323,114 $ 104,502 $ 166,032 $ 270,534 Capital expenditures $ 69,408 $ 110,485 $ 179,893 $ 134,502 $ 67,159 $ 201,661 Total assets at end of period $ 2,591,503 $ 6,170,051 $ 8,761,554 $ 2,925,842 $ 5,915,977 $ 8,841,819 |
Net Income per Unit
Net Income per Unit | 6 Months Ended |
Jun. 30, 2016 | |
Net Income Per Unit [Abstract] | |
Net Income per Unit | 17. Net Income per Unit Net income per unit applicable to limited partners (including subordinated unitholders prior to the conversion of our subordinated units on November 30, 2015) 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 identify the IDRs as participating securities and use the two-class method when calculating 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 is as follows (in thousands, except units and per unit amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Net income and comprehensive income $ 72,137 $ 93,534 $ 134,146 $ 142,840 Less: Net income and comprehensive income attributable to noncontrolling interest — 847 — 1,693 Less: Preacquisition income allocated to general partner — 57,820 — 89,208 Net income and comprehensive income attributable to partners 72,137 34,867 134,146 51,939 Less: Incentive distribution rights 20,348 3,362 39,915 4,810 Less: Distributions on nonvested phantom unit awards 924 311 1,854 622 Limited partners’ interest in net income $ 50,865 $ 31,194 $ 92,377 $ 46,507 Weighted average limited partner units outstanding: Common - basic 95,339,786 24,894,659 91,396,560 24,496,918 Common - equivalents 55,956 41,536 55,956 41,536 Common - diluted 95,395,742 24,936,195 91,452,516 24,538,454 Subordinated - basic and diluted — 10,939,436 — 10,939,436 Net income per limited partner unit: Common - basic and diluted $ 0.53 $ 0.87 $ 1.01 $ 1.31 Subordinated - basic and diluted $ — $ 0.87 $ — $ 1.31 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 18. Related-Party Transactions Through Sunoco LLC, we are party to the following fee-based commercial agreements with various affiliates of ETP: • Philadelphia Energy Solutions Products Purchase Agreements – two related products purchase agreements, one with Philadelphia Energy Solutions Refining & Marketing (“PES”) and one with PES’s product financier Merrill Lynch Commodities; both purchase agreements contain 12-month terms that automatically renew for consecutive 12-month terms until either party cancels with notice. ETP Retail owns a noncontrolling interest in the parent of PES. • Sunoco Logistics Partners L.P. (“SXL”) Transportation and Terminalling Contracts – Sunoco LLC is party to various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. SXL is a consolidated subsidiary of ETP. Sunoco LLC also has agreements with subsidiaries of SXL for the purchase and sale of fuel. We are party to the Susser Distribution Contract, a 10-year agreement under which we are the exclusive distributor of motor fuel at cost (including tax and transportation costs), plus a fixed profit margin of three cents per gallon to Susser’s existing Stripes convenience stores and independently operated consignment locations. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying consolidated statements of operations and comprehensive income. We are party to the Sunoco Distribution Contract, a 10-year agreement under which Sunoco LLC is the exclusive wholesale distributor of motor fuel to Sunoco Retail’s convenience stores. Pursuant to the agreement, pricing is cost plus a fixed margin of four cents per gallon. This profit margin is eliminated through consolidation from the date of common control, September 1, 2014, and thereafter, in the accompanying consolidated statements of operations and comprehensive income. In connection with the closing of our IPO on September 25, 2012, we also entered into an Omnibus Agreement with Susser (the “Omnibus Agreement”). Pursuant to the Omnibus Agreement, among other things, the Partnership received a three-year option to purchase from Susser up to 75 of Susser's new or recently constructed Stripes convenience stores at Susser's cost and lease the stores back to Susser at a specified rate for a 15-year initial term. The Partnership is the exclusive distributor of motor fuel to such stores for a period of ten years from the date of purchase. We have completed all 75 sale-leaseback transactions under the Omnibus Agreement. Summary of Transactions Affiliate activity related to the Consolidated Balance Sheets and Statements of Operations and Comprehensive Income is as follows: • Net advances to affiliates was $365.5 million as of December 31, 2015. Net advances from affiliates was $99.0 million as of June 30, 2016. Advances to and from affiliates are primarily related to the treasury services agreements between Sunoco LLC and Sunoco, Inc. (R&M) and Sunoco Retail and Sunoco Inc. (R&M), which are in place for purposes of cash management. During the second quarter of 2016, approximately $175 million was used to repay a portion of the 2014 Revolver. • Net accounts receivable from affiliates were $7.1 million and $8.1 million as of June 30, 2016 and December 31, 2015, respectively, which are primarily related to motor fuel purchases from us. • Net accounts payable to affiliates was $22.7 million and $15.0 million as of June 30, 2016 and December 31, 2015, respectively, which are related to operational expenses and fuel pipeline purchases. • Motor fuel sales to affiliates of $9.7 million and $4.0 million for the three months ended June 30, 2016 and 2015, respectively. • Motor fuel sales to affiliates of $16.8 million and $4.9 million for the six months ended June 30, 2016 and 2015, respectively. • Bulk fuel purchases from affiliates of $545.5 million and $760.8 million for the three months ended June 30, 2016 and 2015, respectively. • Bulk fuel purchases from affiliates of $885.7 million and $1.4 billion for the six months ended June 30, 2016 and 2015, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On July 11, 2016, we entered into a definitive agreement to purchase the convenience store, wholesale motor fuel distribution, and commercial fuels distribution business serving East Texas and Louisiana from Denny Oil Company (“Denny”) for approximately $55.0 million plus inventory on hand at closing, subject to closing adjustments. The purchase agreement comprises 13 fee properties, approximately 127 supply contracts with dealer-owned and operated sites, and over 500 commercial accounts in Denny’s commercial fuels and lubricants division. The transaction is scheduled to close in the fourth quarter of 2016, subject to the satisfaction of customary closing conditions. On August 1, 2016, we entered into the Third Amendment to the Credit Agreement (the “Amendment”), with the lenders party thereto and Bank of America, N.A., in its capacity as a letter of credit issuer, as swing line lender, and as administrative agent. The Amendment amended the 2104 Revolver to, among other matters, conform certain terms of the 2014 Revolver to certain terms of our Term Loan. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Motor Fuel and Sales Taxes | Motor Fuel and Sales Taxes Certain motor fuel and sales taxes are collected from customers and remitted to governmental agencies either directly by the Partnership or through suppliers. The Partnership’s accounting policy for wholesale direct sales to dealer and commercial customers is to exclude the collected motor fuel tax from sales and cost of sales. For retail locations where the Partnership holds inventory, including consignment arrangements, motor fuel sales and motor fuel cost of sales include motor fuel taxes. Such amounts were $297.0 and $293.2 million for the three months ended June 30, 2016 and 2015 and $581.5 and $575.0 million for the six months ended June 30, 2016 and 2015, respectively. Merchandise sales and cost of merchandise sales are reported net of sales tax in the accompanying Consolidated Statements of Operations and Comprehensive Income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements FASB ASU No. 2016-02. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 “ Leases (Topic 842) ” which amends the FASB Accounting Standards Codification and creates Topic 842, Leases. This Topic requires Balance Sheet recognition of lease assets and lease liabilities for leases classified as operating leases under previous GAAP, excluding short-term leases of 12 months or less. This ASU is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect that the updated standard will have on our consolidated balance sheets and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Sunoco LLC and Sunoco Retail LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final recording of assets and liabilities at their respective carrying values as of August 31, 2014 (in thousands): Sunoco LLC Sunoco Retail Total Current assets $ 1,107,007 $ 328,928 $ 1,435,935 Property and equipment 384,100 709,793 1,093,893 Goodwill — 1,289,398 1,289,398 Intangible assets 182,477 293,928 476,405 Other noncurrent assets 2,238 — 2,238 Current liabilities (641,400 ) (146,368 ) (787,768 ) Other noncurrent liabilities (7,293 ) (339,536 ) (346,829 ) Net assets $ 1,027,129 $ 2,136,143 $ 3,163,272 Net deemed contribution (188,272 ) Cash acquired (24,276 ) Total cash consideration, net of cash acquired (1) $ 2,950,724 (1) Total cash consideration, net of cash acquired, includes $775.0 million paid on April, 1 2015 and $2.2 billion paid on March 31, 2016. |
Susser [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final recording of assets and liabilities at their respective carrying values as of the date presented (in thousands): August 31, 2014 Current assets $ 217,244 Property and equipment 983,900 Goodwill 976,631 Intangible assets 541,054 Other noncurrent assets 38,216 Current liabilities (246,009 ) Other noncurrent liabilities (842,310 ) Net assets 1,668,726 Net deemed contribution (701,871 ) Cash acquired (63,801 ) Total cash consideration, net of cash acquired $ 903,054 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, excluding receivables from affiliates, consisted of the following (in thousands): June 30, 2016 December 31, 2015 Accounts receivable, trade $ 232,673 $ 160,783 Credit card receivables 117,448 98,484 Vendor receivables for rebates, branding, and other 13,068 14,561 Other receivables 24,971 38,381 Allowance for doubtful accounts (2,482 ) (3,924 ) Accounts receivable, net $ 385,678 $ 308,285 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): June 30, 2016 December 31, 2015 Fuel-retail $ 49,488 $ 42,779 Fuel-other wholesale 292,599 283,021 Fuel-consignment 3,919 3,801 Merchandise 128,338 116,694 Equipment and maintenance spare parts 11,848 13,162 Corn 6,576 4,788 Other 4,061 3,046 Inventories, net $ 496,829 $ 467,291 |
Property And Equipment, net (Ta
Property And Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): June 30, 2016 December 31, 2015 Land $ 1,053,292 $ 1,032,017 Buildings and leasehold improvements 1,201,969 1,150,701 Equipment 1,248,260 1,214,328 Construction in progress 185,050 97,412 Total property and equipment 3,688,571 3,494,458 Less: accumulated depreciation 460,162 339,632 Property and equipment, net $ 3,228,409 $ 3,154,826 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | Gross carrying amounts and accumulated amortization for each major class of intangible assets, excluding goodwill, consisted of the following (in thousands): June 30, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Book Value Gross Carrying Amount Accumulated Amortization Net Book Value Indefinite-lived Tradenames $ 784,058 $ 6,508 $ 777,550 $ 784,058 $ 6,508 $ 777,550 Contractual rights 42,024 — 42,024 33,850 — 33,850 Liquor licenses 16,000 — 16,000 16,000 — 16,000 Finite-lived Customer relations including supply agreements 587,818 176,609 411,209 551,033 150,101 400,932 Favorable leasehold arrangements, net 22,863 1,910 20,953 22,863 1,188 21,675 Loan origination costs 9,769 3,169 6,600 9,358 2,172 7,186 Other intangibles 4,745 1,772 2,973 3,675 1,428 2,247 Intangible assets, net $ 1,467,277 $ 189,968 $ 1,277,309 $ 1,420,837 $ 161,397 $ 1,259,440 |
Accrued Expenses and Other Cu32
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Expenses And Other Current Liabilities [Abstract] | |
Schedule of Accrued Liabilities | Current accrued expenses and other current liabilities consisted of the following (in thousands): June 30, 2016 December 31, 2015 Wage and other employee-related accrued expenses $ 33,512 $ 26,019 Franchise agreement termination accrual 2,176 4,399 Accrued tax expense 127,819 102,473 Accrued insurance 21,197 32,716 Accrued environmental 6,755 7,600 Accrued interest expense 42,065 28,494 Deposits and other 68,775 106,238 Total $ 302,299 $ 307,939 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): June 30, 2016 December 31, 2015 Term Loan $ 1,243,000 $ — Sale leaseback financing obligation 119,748 121,992 2014 Revolver 675,000 450,000 6.375% Senior Notes Due 2023 800,000 800,000 5.500% Senior Notes Due 2020 600,000 600,000 6.250% Senior Notes Due 2021 800,000 — Capital lease obligation and notes payable 1,450 3,975 Total debt 4,239,198 1,975,967 Less: current maturities 5,694 5,084 Less: debt issuance costs 44,243 18,352 Long-term debt, net of current maturities $ 4,189,261 $ 1,952,531 |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Leases [Abstract] | |
Schedule of Rent Expense | Net rent expense consisted of the following (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Cash rent: Store base rent (1) (2) $ 28,821 $ 30,970 $ 57,031 $ 60,217 Equipment and other rent (3) 6,023 4,727 10,913 9,663 Total cash rent 34,844 35,697 67,944 69,880 Non-cash rent: Straight-line rent 795 347 1,152 (257 ) Amortization of deferred gain — (253 ) — (506 ) Net rent expense $ 35,639 $ 35,791 $ 69,096 $ 69,117 (1 ) Store base rent includes sublease rental income totaling $5.9 and $6.6 million for the three months ended June 30, 2016 and 2015, respectively and $11.7 and $13.9 million for the six months ended June 30, 2016 and 2015, respectively. (2 ) Store base rent includes contingent rent expense totaling $6.7 and $6.0 million for the three months ended June 30, 2016 and 2015, respectively and $9.1 and $10.0 million for the six months ended June 30, 2016 and 2015, respectively. (3) Equipment and other rent consists primarily of store equipment and vehicles. |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Interest Income Expense Net [Abstract] | |
Schedule of Interest Expense Net | Net interest expense consisted of the following (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Interest expense (1) $ 50,834 $ 20,672 $ 78,122 $ 29,583 Amortization of deferred financing fees 2,768 821 4,008 1,202 Interest income (3,015 ) (295 ) (3,854 ) (1,610 ) Interest expense, net $ 50,587 $ 21,198 $ 78,276 $ 29,175 (1) Interest expense related to the VIEs was approximately $2.4 million and $4.7 million for the three and six months ended June 30, 2015, respectively. |
Income Tax Expense (Tables)
Income Tax Expense (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense at the U.S. federal statutory rate to net income tax expense is presented below (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Tax at statutory federal rate $ 25,843 $ 35,861 $ 48,204 $ 55,940 Partnership earnings not subject to tax (23,096 ) (27,367 ) (55,864 ) (38,734 ) State and local tax, net of federal benefit 1,461 (311 ) 12,196 423 Other (2,740 ) 743 (956 ) (640 ) Net income tax expense $ 1,468 $ 8,926 $ 3,580 $ 16,989 |
Partners' Capital (Tables)
Partners' Capital (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Partners Capital [Abstract] | |
Schedule of Common Units | The following table presents the activity of our common units for the six months ended June 30, 2016: Number of Units Number of common units at December 31, 2015 87,365,706 Common units issued in connection with acquisitions 5,710,922 Common units issued in connection with the PIPE Transaction 2,263,158 Number of common units at June 30, 2016 95,339,786 |
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): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Attributable to Common Units Distributions (1) $ 78,703 $ 21,076 $ 156,624 $ 37,133 Distributions in excess of income (27,838 ) 595 (64,247 ) (4,983 ) Limited partners' interest in net income $ 50,865 $ 21,671 $ 92,377 $ 32,150 Attributable to Subordinated Units Distributions (1) $ — $ 7,585 $ — $ 14,641 Distributions in excess of income — 1,938 — (284 ) Limited partners' interest in net income $ — $ 9,523 $ — $ 14,357 (1) Distributions declared per unit to unitholders as of record date $ 0.8255 $ 0.6934 $ 1.6428 $ 1.3384 |
Schedule of Incentive Distribution Rights to Limited Partners | Marginal percentage interest in distributions Total quarterly distribution per common unit target amount Common unitholders Holder of IDRs Minimum Quarterly Distribution $0.4375 100% — First Target Distribution Above $0.4375 up to $0.503125 100% — Second Target Distribution Above $0.503125 up to $0.546875 85% 15% Third Target Distribution Above $0.546875 up to $0.656250 75% 25% Thereafter Above $0.656250 50% 50% |
Distributions Made to Limited Partner, by Distribution | The following table presents our cash distributions paid or payable during 2016 (in thousands, except for per unit distributions): Limited Partners Payment Date Per Unit Distribution Total Cash Distribution Distribution to IDR Holders August 15, 2016 $ 0.8255 $ 78,703 $ 20,348 May 16, 2016 $ 0.8173 $ 77,921 $ 19,566 February 16, 2016 $ 0.8013 $ 70,006 $ 16,532 |
Unit-Based Compensation (Tables
Unit-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Share Based Compensation [Abstract] | |
Schedule of Equity Based Compensation Expense | Unit-based compensation expense related to the Partnership included in our Consolidated Statements of Operations and Comprehensive Income was as follows (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Phantom common units $ 2,810 $ 1,678 $ 5,702 $ 3,036 Allocated expense from ETP 569 718 1,090 718 Total equity-based compensation expense $ 3,379 $ 2,396 $ 6,792 $ 3,754 |
Schedule of Nonvested Share Activity | A summary of our phantom unit award activity is set forth below: Number of Phantom Common Units Weighted-Average Grant Date Fair Value Nonvested at December 31, 2014 241,235 $ 45.50 Granted 993,134 40.63 Forfeited (87,321 ) 50.71 Nonvested at December 31, 2015 1,147,048 41.19 Granted 25,040 35.15 Forfeited (53,266 ) 39.10 Nonvested at June 30, 2016 1,118,822 $ 41.16 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present financial information by segment for the three and six months ended June 30, 2016 and 2015: Segment Financial Data ( in thousands For the Three Months Ended June 30, 2016 2015 Wholesale Retail Intercompany Eliminations Total Wholesale Retail Intercompany Eliminations Total Revenues Retail motor fuel $ — $ 1,384,858 $ 1,384,858 $ — $ 1,649,199 $ 1,649,199 Wholesale motor fuel sales to third parties 1,996,716 — 1,996,716 2,845,635 — 2,845,635 Wholesale motor fuel sales to affiliates 9,710 — 9,710 3,972 — 3,972 Merchandise — 576,594 576,594 — 560,680 560,680 Rental income 19,137 3,438 22,575 11,485 9,049 20,534 Other 7,281 54,433 61,714 6,270 39,794 46,064 Intersegment 2,706,287 30,696 (2,736,983 ) — 3,571,017 30,624 (3,601,641 ) — Total revenues 4,739,131 2,050,019 (2,736,983 ) 4,052,167 6,438,379 2,289,346 (3,601,641 ) 5,126,084 Gross profit Retail motor fuel — 155,330 155,330 — 139,788 139,788 Wholesale motor fuel 163,962 — 163,962 162,867 — 162,867 Merchandise — 187,291 187,291 — 176,811 176,811 Other 25,006 48,978 73,984 16,926 48,818 65,744 Total gross profit 188,968 391,599 580,567 179,793 365,417 545,210 Total operating expenses 88,950 367,425 456,375 83,848 337,704 421,552 Income (loss) from operations 100,018 24,174 124,192 95,945 27,713 123,658 Interest expense, net 16,241 34,346 50,587 5,313 15,885 21,198 Income (loss) before income taxes 83,777 (10,172 ) 73,605 90,632 11,828 102,460 Income tax expense (benefit) 606 862 1,468 (262 ) 9,188 8,926 Net income (loss) and comprehensive income (loss) $ 83,171 $ (11,034 ) $ 72,137 $ 90,894 $ 2,640 $ 93,534 Depreciation, amortization and accretion 17,423 61,301 78,724 15,459 54,741 70,200 Interest expense, net 16,241 34,346 50,587 5,313 15,885 21,198 Income tax expense (benefit) 606 862 1,468 (262 ) 9,188 8,926 EBITDA 117,441 85,475 202,916 111,404 82,454 193,858 Non-cash compensation expense 2,796 583 3,379 1,121 1,275 2,396 Loss (gain) on disposal of assets (351 ) 1,852 1,501 (11 ) 189 178 Unrealized loss on commodity derivatives 5,570 — 5,570 786 — 786 Inventory fair value adjustments (48,118 ) (1,250 ) (49,368 ) (51,843 ) (3,002 ) (54,845 ) Adjusted EBITDA $ 77,338 $ 86,660 $ 163,998 $ 61,457 $ 80,916 $ 142,373 Capital expenditures $ 27,831 $ 46,437 $ 74,268 $ 68,737 $ 31,892 $ 100,629 Total assets at end of period $ 2,591,503 $ 6,170,051 $ 8,761,554 $ 2,925,842 $ 5,915,977 $ 8,841,819 Segment Financial Data ( in thousands For the Six Months Ended June 30, 2016 2015 Wholesale Retail Intercompany Eliminations Total Wholesale Retail Intercompany Eliminations Total Revenues Retail motor fuel $ — $ 2,500,573 $ 2,500,573 $ — $ 3,016,855 $ 3,016,855 Wholesale motor fuel sales to third parties 3,492,590 — 3,492,590 5,282,137 — 5,282,137 Wholesale motor fuel sales to affiliates 16,839 — 16,839 4,939 — 4,939 Merchandise — 1,100,688 1,100,688 — 1,043,803 1,043,803 Rental income 37,857 6,842 44,699 22,994 17,322 40,316 Other 13,223 85,868 99,091 11,883 77,003 88,886 Intersegment 4,671,106 61,275 (4,732,381 ) — 6,288,335 59,705 (6,348,040 ) — Total revenues 8,231,615 3,755,246 (4,732,381 ) 7,254,480 11,610,288 4,214,688 (6,348,040 ) 9,476,936 Gross profit Retail motor fuel — 286,603 286,603 — 287,205 287,205 Wholesale motor fuel 315,121 — 315,121 255,537 — 255,537 Merchandise — 353,670 353,670 — 325,012 325,012 Other 48,373 75,543 123,916 32,491 94,198 126,689 Total gross profit 363,494 715,816 1,079,310 288,028 706,415 994,443 Total operating expenses 168,650 694,658 863,308 161,668 643,771 805,439 Income from operations 194,844 21,158 216,002 126,360 62,644 189,004 Interest expense, net 26,214 52,062 78,276 5,547 23,628 29,175 Income (loss) before income taxes 168,630 (30,904 ) 137,726 120,813 39,016 159,829 Income tax expense (benefit) (333 ) 3,913 3,580 773 16,216 16,989 Net income (loss) and comprehensive income (loss) $ 168,963 $ (34,817 ) $ 134,146 $ 120,040 $ 22,800 $ 142,840 Depreciation, amortization and accretion 34,276 122,514 156,790 34,249 102,694 136,943 Interest expense, net 26,214 52,062 78,276 5,547 23,628 29,175 Income tax expense (benefit) (333 ) 3,913 3,580 773 16,216 16,989 EBITDA 229,120 143,672 372,792 160,609 165,338 325,947 Non-cash compensation expense 5,393 1,399 6,792 1,543 2,211 3,754 Loss (gain) on disposal of assets (797 ) 3,512 2,715 148 (1 ) 147 Unrealized loss on commodity derivatives 2,845 — 2,845 2,191 — 2,191 Inventory fair value adjustments (59,340 ) (2,690 ) (62,030 ) (59,989 ) (1,516 ) (61,505 ) Adjusted EBITDA $ 177,221 $ 145,893 $ 323,114 $ 104,502 $ 166,032 $ 270,534 Capital expenditures $ 69,408 $ 110,485 $ 179,893 $ 134,502 $ 67,159 $ 201,661 Total assets at end of period $ 2,591,503 $ 6,170,051 $ 8,761,554 $ 2,925,842 $ 5,915,977 $ 8,841,819 |
Net Income per Unit (Tables)
Net Income per Unit (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net Income Per Unit [Abstract] | |
Schedule of Net Income per Unit, Basic and Diluted | We also disclose limited partner units issued and outstanding. A reconciliation of the numerators and denominators of the basic and diluted per unit computations is as follows (in thousands, except units and per unit amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Net income and comprehensive income $ 72,137 $ 93,534 $ 134,146 $ 142,840 Less: Net income and comprehensive income attributable to noncontrolling interest — 847 — 1,693 Less: Preacquisition income allocated to general partner — 57,820 — 89,208 Net income and comprehensive income attributable to partners 72,137 34,867 134,146 51,939 Less: Incentive distribution rights 20,348 3,362 39,915 4,810 Less: Distributions on nonvested phantom unit awards 924 311 1,854 622 Limited partners’ interest in net income $ 50,865 $ 31,194 $ 92,377 $ 46,507 Weighted average limited partner units outstanding: Common - basic 95,339,786 24,894,659 91,396,560 24,496,918 Common - equivalents 55,956 41,536 55,956 41,536 Common - diluted 95,395,742 24,936,195 91,452,516 24,538,454 Subordinated - basic and diluted — 10,939,436 — 10,939,436 Net income per limited partner unit: Common - basic and diluted $ 0.53 $ 0.87 $ 1.01 $ 1.31 Subordinated - basic and diluted $ — $ 0.87 $ — $ 1.31 |
Organization and Principles o41
Organization and Principles of Consolidation - Additional Information (Details) | Aug. 21, 2015 | Apr. 02, 2015 | Oct. 01, 2014 | Aug. 29, 2014shares | Sep. 25, 2012shares | Jun. 30, 2016SegmentState | Mar. 31, 2016 | Jan. 01, 2016 | Jul. 31, 2015 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Units sold in IPO | 10,925,000 | ||||||||
Percentage of membership interest acquired | 100.00% | ||||||||
Number of operating segments | Segment | 2 | ||||||||
Susser [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Percentage of Non economic general partner interest and incentive distribution rights | 100.00% | ||||||||
Common and subordinated unit, acquired | 11,000,000 | ||||||||
Ownership Percentage | 50.10% | 100.00% | |||||||
MACS [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Percentage of membership interest acquired | 100.00% | ||||||||
Sunoco LLC [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Ownership Percentage | 50.10% | 49.90% | |||||||
Percentage of membership interest acquired | 31.58% | ||||||||
Noncontrolling interest, ownership percentage | 68.42% | ||||||||
Sunoco LLC [Member] | Minimum | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Number of states in which entity operates | State | 26 | ||||||||
Sunoco Retail LLC [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Ownership Percentage | 100.00% | 100.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounting Policies [Abstract] | ||||
Motor fuel and sales taxes | $ 297 | $ 293.2 | $ 581.5 | $ 575 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | Jun. 23, 2016USD ($) | Jun. 22, 2016USD ($)storePropertyRestaurantTract | Mar. 31, 2016USD ($)shares | Dec. 16, 2015USD ($)Property | Aug. 21, 2015 | Aug. 10, 2015USD ($)store | Apr. 02, 2015USD ($) | Oct. 02, 2014USD ($) | Jul. 31, 2015USD ($)shares | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Jan. 01, 2016 | Aug. 29, 2014 |
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||||||||
Business acquisition total purchase price | $ 24,600,000 | ||||||||||||||||
Limited Partners' Capital Account, Units Issued | shares | 5,710,922 | ||||||||||||||||
Revenues | $ 4,052,167,000 | $ 5,126,084,000 | $ 7,254,480,000 | $ 9,476,936,000 | |||||||||||||
Net income (loss) | $ 72,137,000 | $ 34,867,000 | 134,146,000 | 51,939,000 | |||||||||||||
Acquisition increased goodwill | $ 10,100,000 | ||||||||||||||||
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.375% | ||||||||||||||||
Sunoco LLC and Sunoco Retail LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 31.58% | ||||||||||||||||
Percentage of membership interest acquired | 50.10% | ||||||||||||||||
Date of acquisition | Apr. 1, 2015 | ||||||||||||||||
Business acquisition total purchase price | $ 775,000,000 | ||||||||||||||||
Partners' Capital Account, Acquisitions | $ 40,800,000 | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 2,200,000,000 | 775,000,000 | |||||||||||||||
Goodwill | $ 0 | ||||||||||||||||
Sunoco LLC and Sunoco Retail LLC [Member] | Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.375% | ||||||||||||||||
Sunoco Retail LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 100.00% | 100.00% | |||||||||||||||
Revenues | 726,800,000 | ||||||||||||||||
Net income (loss) | (1,600,000) | ||||||||||||||||
ETP Dropdown [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 68.42% | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 2,200,000,000 | ||||||||||||||||
Limited Partners' Capital Account, Units Issued | shares | 5,710,922 | ||||||||||||||||
Sunmarks, LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 100.00% | ||||||||||||||||
Sunoco LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 31.58% | ||||||||||||||||
Percentage of membership interest acquired | 49.90% | 50.10% | |||||||||||||||
Revenues | $ 2,400,000,000 | ||||||||||||||||
Net income (loss) | $ 24,500,000 | ||||||||||||||||
Susser [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of membership interest acquired | 100.00% | 50.10% | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 966,900,000 | ||||||||||||||||
Revenues | 1,000,000,000 | ||||||||||||||||
Net income | $ 6,100,000 | ||||||||||||||||
Susser [Member] | Common Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Partners' capital account, converted units | shares | 79,308 | ||||||||||||||||
Limited Partners' Capital Account, Units Issued | shares | 79,308 | ||||||||||||||||
Susser [Member] | Subordinated Units-Affiliated [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Partners' capital account, converted units | shares | 10,939,436 | ||||||||||||||||
Limited Partners' Capital Account, Units Issued | shares | 10,939,436 | ||||||||||||||||
Susser [Member] | Class B Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Limited Partners' Capital Account, Units Issued | shares | 21,978,980 | ||||||||||||||||
Susser [Member] | Class A Units [Member] | Common Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Partners' capital account, units issued upon acquisition | shares | 79,308 | ||||||||||||||||
Susser [Member] | Class A Units [Member] | Subordinated Units-Affiliated [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Partners' capital account, units issued upon acquisition | shares | 10,939,436 | ||||||||||||||||
Emerge Energy Services LP [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition total purchase price | $ 178,500,000 | ||||||||||||||||
Kolkhorst Petroleum Inc. [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of fee properties | Property | 5 | ||||||||||||||||
Number of leased properties | Property | 9 | ||||||||||||||||
Acquisition increased goodwill | $ 8,700,000 | ||||||||||||||||
Kolkhorst Petroleum Inc. [Member] | Texas [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition total purchase price | $ 37,900,000 | ||||||||||||||||
Number of Stores | store | 14 | ||||||||||||||||
Valentine Stores, Inc. [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of fee properties | Property | 19 | ||||||||||||||||
Number of leased properties | Property | 1 | ||||||||||||||||
Acquisition increased goodwill | $ 35,800,000 | ||||||||||||||||
Number of tracts of land | Tract | 3 | ||||||||||||||||
Valentine Stores, Inc. [Member] | Tim Hortons Restaurant [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of restaurants acquired | Restaurant | 1 | ||||||||||||||||
Valentine Stores, Inc. [Member] | IGA Superette [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of restaurants acquired | Restaurant | 1 | ||||||||||||||||
Valentine Stores, Inc. [Member] | New York [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition total purchase price | $ 75,600,000 | ||||||||||||||||
Number of Stores | store | 18 | ||||||||||||||||
Alta East, Inc Wholesale Motor Fuel Distribution [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition total purchase price | $ 57,100,000 | ||||||||||||||||
Acquisition increased goodwill | $ 14,600,000 | ||||||||||||||||
Number of fee and leased properties | Property | 32 | ||||||||||||||||
Number of fee and leased properties operated by third party or commission agents | Property | 30 | ||||||||||||||||
Number of fee and leased properties non-operating surplus locations | Property | 2 | ||||||||||||||||
Aziz Convenience Stores, L.L.C [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business acquisition total purchase price | $ 41,600,000 | ||||||||||||||||
Number of Stores | store | 27 | ||||||||||||||||
Acquisition increased goodwill | $ 4,300,000 |
Acquisitions (Recognized Identi
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Apr. 02, 2015 | Aug. 31, 2014 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Current assets | $ 1,435,935 | ||||
Property and equipment | 1,093,893 | ||||
Goodwill | 1,289,398 | $ 3,153,657 | $ 3,111,262 | ||
Intangible assets | 476,405 | ||||
Other noncurrent assets | 2,238 | ||||
Current liabilities | (787,768) | ||||
Other noncurrent liabilities | (346,829) | ||||
Net assets | 3,163,272 | ||||
Net deemed contribution | (188,272) | ||||
Cash acquired | (24,276) | ||||
Total cash consideration, net of cash acquired (1) | $ 775,000 | 2,950,724 | $ 2,200,000 | ||
Sunoco LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | 1,107,007 | ||||
Property and equipment | 384,100 | ||||
Intangible assets | 182,477 | ||||
Other noncurrent assets | 2,238 | ||||
Current liabilities | (641,400) | ||||
Other noncurrent liabilities | (7,293) | ||||
Net assets | 1,027,129 | ||||
Sunoco Retail LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | 328,928 | ||||
Property and equipment | 709,793 | ||||
Goodwill | 1,289,398 | ||||
Intangible assets | 293,928 | ||||
Current liabilities | (146,368) | ||||
Other noncurrent liabilities | (339,536) | ||||
Net assets | 2,136,143 | ||||
Susser [Member] | |||||
Business Acquisition [Line Items] | |||||
Current assets | 217,244 | ||||
Property and equipment | 983,900 | ||||
Goodwill | 976,631 | ||||
Intangible assets | 541,054 | ||||
Other noncurrent assets | 38,216 | ||||
Current liabilities | (246,009) | ||||
Other noncurrent liabilities | (842,310) | ||||
Net assets | 1,668,726 | ||||
Net deemed contribution | (701,871) | ||||
Cash acquired | (63,801) | ||||
Total cash consideration, net of cash acquired (1) | $ 903,054 |
Acquisitions (Recognized Iden45
Acquisitions (Recognized Identified Assets Acquired and Liabilities Assumed) (Parenthetical) (Details) - USD ($) $ in Thousands | Apr. 02, 2015 | Aug. 31, 2014 | Mar. 31, 2016 |
Business Combinations [Abstract] | |||
Total cash consideration, net of cash acquired (1) | $ 775,000 | $ 2,950,724 | $ 2,200,000 |
Accounts Receivable, net ((Deta
Accounts Receivable, net ((Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (2,482) | $ (3,924) |
Accounts receivable, net | 385,678 | 308,285 |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 232,673 | 160,783 |
Credit Card Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 117,448 | 98,484 |
Vendor receivables for rebates, branding and other [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | 13,068 | 14,561 |
Other Receivables [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, gross, current | $ 24,971 | $ 38,381 |
Inventories, net - Additional I
Inventories, net - Additional Information (Details) $ in Millions | Dec. 31, 2015USD ($) |
Inventory Disclosure [Abstract] | |
Inventory Write-down/ Write-up | $ 98.3 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Fuel-retail | $ 49,488 | $ 42,779 |
Fuel-other wholesale | 292,599 | 283,021 |
Fuel-consignment | 3,919 | 3,801 |
Merchandise | 128,338 | 116,694 |
Equipment and maintenance spare parts | 11,848 | 13,162 |
Corn | 6,576 | 4,788 |
Other | 4,061 | 3,046 |
Inventories, net | $ 496,829 | $ 467,291 |
Property And Equipment, net (De
Property And Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,688,571 | $ 3,494,458 |
Less: accumulated depreciation | 460,162 | 339,632 |
Property and equipment, net | 3,228,409 | 3,154,826 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,053,292 | 1,032,017 |
Buildings and leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,201,969 | 1,150,701 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,248,260 | 1,214,328 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 185,050 | $ 97,412 |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets (Intangible Assets) - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 3,153,657,000 | $ 3,111,262,000 | $ 1,289,398,000 | |
Impairment in goodwill | $ 0 | $ 0 | ||
Customer Relations And Supply Agreements [Member] | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Remaining weighted-average life | 9 years | |||
Favorable leasehold arrangements, net [Member] | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Remaining weighted-average life | 11 years | |||
Noncompete Agreements | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Remaining weighted-average life | 7 years | |||
Deferred Loan Origination Costs | Weighted Average [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Remaining weighted-average life | 3 years | |||
Trade Names [Member] | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Useful life | 30 years |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | $ 1,467,277 | $ 1,420,837 |
Finite-lived intangible assets, Accumulated amortization | 189,968 | 161,397 |
Intangible assets, net | 1,277,309 | 1,259,440 |
Customer Relations And Supply Agreements [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 587,818 | 551,033 |
Finite-lived intangible assets, Accumulated amortization | 176,609 | 150,101 |
Finite-lived intangible assets, Net | 411,209 | 400,932 |
Favorable leasehold arrangements, net [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 22,863 | 22,863 |
Finite-lived intangible assets, Accumulated amortization | 1,910 | 1,188 |
Finite-lived intangible assets, Net | 20,953 | 21,675 |
Deferred Loan Origination Costs | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 9,769 | 9,358 |
Finite-lived intangible assets, Accumulated amortization | 3,169 | 2,172 |
Finite-lived intangible assets, Net | 6,600 | 7,186 |
Other [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Finite-lived intangible assets, Gross carrying amount | 4,745 | 3,675 |
Finite-lived intangible assets, Accumulated amortization | 1,772 | 1,428 |
Finite-lived intangible assets, Net | 2,973 | 2,247 |
Trade Names [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets, Gross Carrying Amount | 784,058 | 784,058 |
Other Indefinite-lived Intangible Assets, Accumulated Amortization | 6,508 | 6,508 |
Other Indefinite-lived Intangible Assets | 777,550 | 777,550 |
Contractual Rights [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets, Gross Carrying Amount | 42,024 | 33,850 |
Other Indefinite-lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Other Indefinite-lived Intangible Assets | 42,024 | 33,850 |
Liquor Licenses [Member] | ||
Finite and Indefinite-Lived Intangible Asset by Major Class [Line Items] | ||
Other Indefinite-lived Intangible Assets, Gross Carrying Amount | 16,000 | 16,000 |
Other Indefinite-lived Intangible Assets, Accumulated Amortization | 0 | 0 |
Other Indefinite-lived Intangible Assets | $ 16,000 | $ 16,000 |
Accrued Expenses and Other Cu52
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Wage and other employee-related accrued expenses | $ 33,512 | $ 26,019 |
Franchise agreement termination accrual | 2,176 | 4,399 |
Accrued tax expense | 127,819 | 102,473 |
Accrued insurance | 21,197 | 32,716 |
Accrued environmental | 6,755 | 7,600 |
Accrued interest expense | 42,065 | 28,494 |
Deposits and other | 68,775 | 106,238 |
Total | $ 302,299 | $ 307,939 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Sale leaseback financing obligation | $ 119,748 | $ 121,992 |
Line of credit | 675,000 | 450,000 |
Capital lease obligation and notes payable | 1,450 | 3,975 |
Total debt | 4,239,198 | 1,975,967 |
Less: current maturities | 5,694 | 5,084 |
Less: debt issuance costs | 44,243 | 18,352 |
Long-term debt, net of current maturities | 4,189,261 | 1,952,531 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 1,243,000 | |
2014 Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit | 675,000 | 450,000 |
6.375% Senior Notes Due 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 800,000 | 800,000 |
5.500% Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | 600,000 | $ 600,000 |
6.250% Senior Notes Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 800,000 |
Long-Term Debt (Term Loan) (Det
Long-Term Debt (Term Loan) (Details) - Term Loan [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Debt Instrument [Line Items] | |
Face amount | $ 1,243,000 |
Due date | Oct. 1, 2019 |
Each Quarter through March 31, 2017 [Member] | |
Debt Instrument [Line Items] | |
Maximum funded debt to EBITDA ratio | 625.00% |
Each Quarter after March 31, 2017 [Member] | |
Debt Instrument [Line Items] | |
Maximum funded debt to EBITDA ratio | 550.00% |
Maximum funded debt to EBITDA ratio, subject to future acquisitions | 600.00% |
Maximum [Member] | |
Debt Instrument [Line Items] | |
Face amount | $ 2,035,000 |
Maximum [Member] | Applicable Margin on LIBOR Loan [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Maximum [Member] | Applicable Margin on Base Rate Loan [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Minimum | Applicable Margin on LIBOR Loan [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Minimum | Applicable Margin on Base Rate Loan [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Long-Term Debt (5.500% Senior N
Long-Term Debt (5.500% Senior Notes Due 2020) (Details) - USD ($) $ in Thousands | Jul. 20, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of Senior Notes | $ 2,835,000 | $ 820,000 | |
Senior Notes [Member] | 5.500% Senior Notes Due 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 600,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.50% | ||
Due date | Aug. 1, 2020 | ||
Liquidated damages in form of additional interest, percent | 0.25% | ||
Percentage of increase in additional interest after target date | 0.25% | ||
Liquidated damages accruing, aggregate percent, maximum | 1.00% | ||
Proceeds from issuance of Senior Notes | $ 592,500 |
Long-Term Debt (6.250% Senior N
Long-Term Debt (6.250% Senior Notes Due 2021) (Details) - USD ($) $ in Thousands | Apr. 07, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of long-term debt | $ 2,835,000 | $ 820,000 | |
Senior Notes [Member] | 6.250% Senior Notes Due 2021 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 800,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | ||
Due date | Apr. 15, 2021 | ||
Proceeds from issuance of long-term debt | $ 789,400 |
Long-Term Debt (6.375% Senior N
Long-Term Debt (6.375% Senior Notes Due 2023) (Details) - USD ($) $ in Thousands | Apr. 02, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Debt Instrument [Line Items] | |||
Proceeds from issuance of Senior Notes | $ 2,835,000 | $ 820,000 | |
Senior Notes [Member] | 6.375% Senior Notes Due 2023 [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 800,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.375% | ||
Due date | Apr. 1, 2023 | ||
Liquidated damages in form of additional interest, percent | 0.25% | ||
Percentage of increase in additional interest after target date | 0.25% | ||
Liquidated damages additional interest description | 0.25% per annum of the principal amount of 2023 Senior Notes held by such holder, with respect to the first 90 days after the Target Date (which rate will be increased by an additional 0.25% per annum for each subsequent 90 day period that such liquidated damages continue to accrue), in each case until the exchange offer is completed | ||
Liquidated damages accruing, aggregate percent, maximum | 1.00% | ||
Proceeds from issuance of Senior Notes | $ 786,500 |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Agreement) (Details) - USD ($) | Sep. 25, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 02, 2015 | Apr. 10, 2015 |
Debt Instrument [Line Items] | |||||
Revolving line of credit | $ 675,000,000 | $ 450,000,000 | |||
2014 Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving line of credit | 675,000,000 | $ 450,000,000 | |||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,250,000,000 | $ 1,500,000,000 | |||
Line of credit expiration date | Sep. 25, 2019 | ||||
Line of Credit Facility, Additional Borrowing Capacity | $ 250,000,000 | $ 250,000,000 | |||
Consolidated total leverage ratio | 550.00% | ||||
Line of Credit Facility, Covenant, Adjusted Leverage Ratio During Acquisition Period | 600.00% | 625.00% | |||
Minimum Purchase Price Threshold For Leverage Ratio Adjustment | $ 50,000,000 | ||||
Debt Instrument, Additional Collateral For Debt | 66.00% | ||||
Revolving line of credit | 675,000,000 | ||||
Letters of Credit Outstanding, Amount | 22,200,000 | ||||
Current borrowing capacity | $ 802,800,000 | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Incremental Addition to Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Incremental Addition to One Month LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Minimum | Applicable Margin on LIBOR Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Minimum | Applicable Margin on Base Rate Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.35% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member] | Applicable Margin on LIBOR Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | Maximum [Member] | Applicable Margin on Base Rate Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.125% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum | Applicable Margin on LIBOR Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.125% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Minimum | Applicable Margin on Base Rate Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.125% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.275% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Maximum [Member] | Applicable Margin on LIBOR Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Revolving Credit Agreement [Member] | 2014 Revolver [Member] | External Credit Rating, Investment Grade [Member] | Maximum [Member] | Applicable Margin on Base Rate Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Revolving Credit Agreement [Member] | Predecessor [Member] | 2012 Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000,000 |
Long-Term Debt (Sale Leaseback
Long-Term Debt (Sale Leaseback Financing Obligation) (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 04, 2013CompanyDealer | |
Debt Disclosure [Abstract] | |||
Number of companies completed sale leaseback transaction | Company | 2 | ||
Number of dealer operated sites | Dealer | 50 | ||
Sale Leaseback Transaction, Imputed Interest Rate | 5.125% | ||
Sale leaseback financing obligation | $ | $ 119,748 | $ 121,992 |
Long-Term Debt (Other Debt) (De
Long-Term Debt (Other Debt) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2013 | Jul. 08, 2010 |
Level 3 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt at fair value | $ 4,200 | |||
Notes Payable, Six Percent [Member] | Other Notes Payables [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 1.2 | |||
Other Notes Payable, Noncurrent | $ 1 | $ 1 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
Notes Payable, Four Percent [Member] | Other Notes Payables [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 3 | |||
Other Notes Payable, Noncurrent | $ 0 | $ 2.5 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Marketable securities | $ 0 | $ 0 |
Commitments And Contingencies62
Commitments And Contingencies (Leases) (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Minimum | |
Operating Leased Assets [Line Items] | |
Lease term | 5 years |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Lease term | 15 years |
Commitments And Contingencies63
Commitments And Contingencies (Leases, Schedule of Rent Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Leases [Abstract] | |||||
Store base rent | [1],[2] | $ 28,821 | $ 30,970 | $ 57,031 | $ 60,217 |
Equipment and other rent | [3] | 6,023 | 4,727 | 10,913 | 9,663 |
Total cash rent | 34,844 | 35,697 | 67,944 | 69,880 | |
Straight-line rent | 795 | 347 | 1,152 | (257) | |
Amortization of deferred gain | (253) | (506) | |||
Net rent expense | $ 35,639 | $ 35,791 | $ 69,096 | $ 69,117 | |
[1] | Store base rent includes contingent rent expense totaling $6.7 and $6.0 million for the three months ended June 30, 2016 and 2015, respectively and $9.1 and $10.0 million for the six months ended June 30, 2016 and 2015, respectively. | ||||
[2] | Store base rent includes sublease rental income totaling $5.9 and $6.6 million for the three months ended June 30, 2016 and 2015, respectively and $11.7 and $13.9 million for the six months ended June 30, 2016 and 2015, respectively. | ||||
[3] | Equipment and other rent consists primarily of store equipment and vehicles. |
Commitments And Contingencies64
Commitments And Contingencies (Leases, Schedule of Rent Expense) (Parenthetical) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Leases [Abstract] | ||||
Store base rent, sublease rental income | $ 5.9 | $ 6.6 | $ 11.7 | $ 13.9 |
Store base rent, contingent rent expense | $ 6.7 | $ 6 | $ 9.1 | $ 10 |
Interest Expense, net (Details)
Interest Expense, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Interest Expense and Interest Income [Line Items] | ||||
Interest expense | $ 50,834 | $ 20,672 | $ 78,122 | $ 29,583 |
Amortization of deferred financing fees | 2,768 | 821 | 4,008 | 1,202 |
Interest income | (3,015) | (295) | (3,854) | (1,610) |
Interest expense, net | $ 50,587 | 21,198 | $ 78,276 | 29,175 |
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Interest Expense and Interest Income [Line Items] | ||||
Interest expense, net | $ 2,400 | $ 4,700 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Tax at statutory federal rate | $ 25,843 | $ 35,861 | $ 48,204 | $ 55,940 |
Partnership earnings not subject to tax | (23,096) | (27,367) | (55,864) | (38,734) |
State and local tax, net of federal benefit | 1,461 | (311) | 12,196 | 423 |
Other income tax | (2,740) | 743 | (956) | (640) |
Income Tax Expense (Benefit) | $ 1,468 | $ 8,926 | $ 3,580 | $ 16,989 |
Partners' Capital (Details)
Partners' Capital (Details) - USD ($) $ / shares in Units, $ in Millions | Aug. 21, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Jan. 01, 2016 |
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 95,339,786 | 87,365,706 | ||
Percentage of membership interest acquired | 100.00% | |||
Partners' Capital Account, Units, Sold in Private Placement | 2,263,158 | |||
Partnership registration statement filing period | 45 days | |||
Class C Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | |||
Common unit, issuance value | $ 38.5856 | |||
Number of trading days in period | 5 days | |||
Eligible distributions per unit | $ 0.8682 | |||
Other certain allocation percentage | 1.00% | |||
Total Cash Distribution | $ 28.5 | |||
Common Units - Public [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 49,588,960 | 49,588,960 | ||
Parent Company [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Percentage of membership interest acquired | 40.90% | |||
Parent Company [Member] | Class C Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 16,410,780 | |||
Parent Company [Member] | Common Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 45,750,826 | |||
ETE [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Partners' Capital Account, Units, Sold in Private Placement | 2,263,158 | |||
Aloha Petroleum, Ltd [Member] | Class C Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 5,242,113 | |||
Subsidiaries [Member] | Class C Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 11,168,667 | |||
ETP Merger [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Limited Partners' Capital Account, Units Outstanding | 21,000,000 |
Partners' Capital (Schedule of
Partners' Capital (Schedule of Common Units) (Details) | 6 Months Ended |
Jun. 30, 2016shares | |
Partners Capital [Abstract] | |
Number of common units at December 31, 2015 | 87,365,706 |
Common units issued in connection with acquisitions | 5,710,922 |
Common units issued in connection with the PIPE Transaction | 2,263,158 |
Number of common units at June 30, 2016 | 95,339,786 |
Partners' Capital (Allocations
Partners' Capital (Allocations of Net Income) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Partners' Capital [Line Items] | ||||
Limited partners' interest in net income | $ 50,865 | $ 31,194 | $ 92,377 | $ 46,507 |
Distributions declared per unit to unitholders as of record date | $ 0.8255 | $ 0.6934 | $ 1.6428 | $ 1.3384 |
Common Units [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions | $ 78,703 | $ 21,076 | $ 156,624 | $ 37,133 |
Distributions in excess of income | (27,838) | 595 | (64,247) | (4,983) |
Limited partners' interest in net income | $ 50,865 | $ 21,671 | $ 92,377 | $ 32,150 |
Distributions declared per unit to unitholders as of record date | $ 0.8255 | $ 0.6934 | $ 1.6428 | $ 1.3384 |
Subordinated Units-Affiliated [Member] | ||||
Schedule of Partners' Capital [Line Items] | ||||
Distributions | $ 7,585 | $ 14,641 | ||
Distributions in excess of income | 1,938 | (284) | ||
Limited partners' interest in net income | $ 9,523 | $ 14,357 |
Partners' Capital (Incentive Di
Partners' Capital (Incentive Distribution Rights) (Details) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Minimum Quarterly Distribution [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.4375 |
Minimum Quarterly Distribution [Member] | Common Units [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 100.00% |
First Target Distribution [Member] | Common Units [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 100.00% |
First Target Distribution [Member] | Minimum | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.4375 |
First Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.503125 |
Second Target Distribution [Member] | Common Units [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 85.00% |
Second Target Distribution [Member] | Incentive Distribution Rights [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 15.00% |
Second Target Distribution [Member] | Minimum | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.503125 |
Second Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.546875 |
Third Target Distribution [Member] | Common Units [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 75.00% |
Third Target Distribution [Member] | Incentive Distribution Rights [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 25.00% |
Third Target Distribution [Member] | Minimum | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.546875 |
Third Target Distribution [Member] | Maximum [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | 0.656250 |
Distributions Thereafter [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Incentive Distribution Quarterly Distribution Target Amount | $ 0.656250 |
Distributions Thereafter [Member] | Common Units [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 50.00% |
Distributions Thereafter [Member] | Incentive Distribution Rights [Member] | |
Distribution Made To Managing Member Or General Partner [Line Items] | |
Marginal percentage interest in distributions | 50.00% |
Partners' Capital (Cash Distrib
Partners' Capital (Cash Distributions) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 15, 2016 | May 16, 2016 | Feb. 16, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Distribution Made To Managing Member Or General Partner [Line Items] | |||||||
Per Unit Distribution | $ 0.8173 | $ 0.8013 | |||||
Total Cash Distribution | $ 77,921 | $ 70,006 | $ 184,026 | $ 32,770 | |||
Distribution to IDR Holders | $ 20,348 | $ 3,362 | $ 39,915 | $ 4,810 | |||
Incentive Distribution Rights [Member] | |||||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||||
Distribution to IDR Holders | $ 19,566 | $ 16,532 | |||||
Scenario, Forecast [Member] | |||||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||||
Per Unit Distribution | $ 0.8255 | ||||||
Total Cash Distribution | $ 78,703 | ||||||
Scenario, Forecast [Member] | Incentive Distribution Rights [Member] | |||||||
Distribution Made To Managing Member Or General Partner [Line Items] | |||||||
Distribution to IDR Holders | $ 20,348 |
Unit-Based Compensation (Detail
Unit-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Non-cash equity based compensation expense | $ 3,379 | $ 2,396 | $ 6,792 | $ 3,754 |
Phantom common units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Non-cash equity based compensation expense | 2,810 | 1,678 | 5,702 | 3,036 |
Allocated from ETP [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 569 | $ 718 | $ 1,090 | $ 718 |
Unit-Based Compensation (Phanto
Unit-Based Compensation (Phantom Common Unit Awards) - Additional Information(Details) - Phantom common units [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 30.7 |
Fair Value Of Nonvested Service Phantom Units | $ 46 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 11 months 9 days |
ETP Merger [Member] | 2012 Long Term Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 0.4 |
Share Based Compensation Award Tranche One [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage | 60.00% |
Share Based Compensation Award Tranche One [Member] | Minimum | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting Period | 1 year |
Share Based Compensation Award Tranche One [Member] | Maximum [Member] | Non-employee director [Member] | 2012 Long Term Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting Period | 3 years |
Share Based Compensation Award Tranche Two [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Employee Service Share-based Compensation Arrangement by Share-based Payment Award, Vesting Percentage | 40.00% |
Share Based Compensation Award Tranche Two [Member] | Minimum | Employee [Member] | 2012 Long Term Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting Period | 2 years |
Share Based Compensation Award Tranche Two [Member] | Maximum [Member] | Employee [Member] | 2012 Long Term Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Vesting Period | 5 years |
Unit-Based Compensation (Phan74
Unit-Based Compensation (Phantom Common Unit Awards) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Non-vested at beginning of the period, Weighted Average Grant Date Fair Value | $ 41.19 | $ 45.50 |
Granted, Weighted Average Grant Date Fair Value | 35.15 | 40.63 |
Forfeited, Weighted Average Grant Date Fair Value | 39.10 | 50.71 |
Non-vested at end of period, Weighted Average Grant Date Fair Value | $ 41.16 | $ 41.19 |
Phantom common units [Member] | ||
Nonvested, Number of Shares [Roll Forward] | ||
Non-vested at beginning of period, Shares | 1,147,048 | 241,235 |
Granted, shares | 25,040 | 993,134 |
Forfeited, shares | (53,266) | (87,321) |
Non-vested at end of period, Shares | 1,118,822 | 1,147,048 |
Unit-Based Compensation (Cash A
Unit-Based Compensation (Cash Awards) - Additional Information (Details) - Long-Term Cash Restricted Unit Plan [Member] - Cash Awards [Member] - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Sep. 30, 2015 | Jan. 31, 2015 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted, shares | 1,000 | 30,710 | |
Forfeited, shares | 3,470 | ||
Vesting Period | 3 years | ||
Weighted average period | 1 year 5 months 5 days | ||
Fair value of nonvested awards outstanding | $ 1.4 | ||
Unrecognized compensation cost | $ 0.6 | ||
Share Based Compensation Award Tranche One [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting percentage of awards granted | 100.00% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2016SegmentState | |
Segment Reporting Information [Line Items] | |
Number of operating segments | Segment | 2 |
Minimum | Wholesale Segment [Member] | |
Segment Reporting Information [Line Items] | |
Number of states in which entity operates | 30 |
Minimum | Retail Segment [Member] | |
Segment Reporting Information [Line Items] | |
Number of states in which entity operates | 20 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Retail motor fuel | $ 1,384,858 | $ 1,649,199 | $ 2,500,573 | $ 3,016,855 | |
Wholesale motor fuel sales to third parties | 1,996,716 | 2,845,635 | 3,492,590 | 5,282,137 | |
Wholesale motor fuel sales to affiliates | 9,710 | 3,972 | 16,839 | 4,939 | |
Merchandise | 576,594 | 560,680 | 1,100,688 | 1,043,803 | |
Rental income | 22,575 | 20,534 | 44,699 | 40,316 | |
Other | 61,714 | 46,064 | 99,091 | 88,886 | |
Intersegment | 0 | 0 | 0 | 0 | |
Total revenues | 4,052,167 | 5,126,084 | 7,254,480 | 9,476,936 | |
Gross Profit, Motor Fuel - Retail | 155,330 | 139,788 | 286,603 | 287,205 | |
Gross Profit, Motor Fuel - Wholesale | 163,962 | 162,867 | 315,121 | 255,537 | |
Gross Profit, Merchandise | 187,291 | 176,811 | 353,670 | 325,012 | |
Gross Profit, Other | 73,984 | 65,744 | 123,916 | 126,689 | |
Gross profit | 580,567 | 545,210 | 1,079,310 | 994,443 | |
Total operating expenses | 456,375 | 421,552 | 863,308 | 805,439 | |
Income (loss) from operations | 124,192 | 123,658 | 216,002 | 189,004 | |
Interest expense, net | 50,587 | 21,198 | 78,276 | 29,175 | |
Income (loss) before income taxes | 73,605 | 102,460 | 137,726 | 159,829 | |
Income tax expense (benefit) | 1,468 | 8,926 | 3,580 | 16,989 | |
Net income (loss) and comprehensive income (loss) | 72,137 | 93,534 | 134,146 | 142,840 | |
Depreciation, amortization and accretion | 78,724 | 70,200 | 156,790 | 136,943 | |
EBITDA | 202,916 | 193,858 | 372,792 | 325,947 | |
Non-cash compensation expense | 3,379 | 2,396 | 6,792 | 3,754 | |
Loss (gain) on disposal of assets | 1,501 | 178 | 2,715 | 147 | |
Unrealized loss on commodity derivatives | 5,570 | 786 | 2,845 | 2,191 | |
Inventory fair value adjustments | (49,368) | (54,845) | (62,030) | (61,505) | |
Adjusted EBITDA | 163,998 | 142,373 | 323,114 | 270,534 | |
Capital expenditures | 74,268 | 100,629 | 179,893 | 201,661 | |
Total assets at end of period | 8,761,554 | 8,841,819 | 8,761,554 | 8,841,819 | $ 8,841,819 |
Operating Segments [Member] | Wholesale Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Retail motor fuel | 0 | 0 | 0 | 0 | |
Wholesale motor fuel sales to third parties | 1,996,716 | 2,845,635 | 3,492,590 | 5,282,137 | |
Wholesale motor fuel sales to affiliates | 9,710 | 3,972 | 16,839 | 4,939 | |
Merchandise | 0 | 0 | 0 | 0 | |
Rental income | 19,137 | 11,485 | 37,857 | 22,994 | |
Other | 7,281 | 6,270 | 13,223 | 11,883 | |
Intersegment | 2,706,287 | 3,571,017 | 4,671,106 | 6,288,335 | |
Total revenues | 4,739,131 | 6,438,379 | 8,231,615 | 11,610,288 | |
Gross Profit, Motor Fuel - Retail | 0 | 0 | 0 | 0 | |
Gross Profit, Motor Fuel - Wholesale | 163,962 | 162,867 | 315,121 | 255,537 | |
Gross Profit, Merchandise | 0 | 0 | 0 | 0 | |
Gross Profit, Other | 25,006 | 16,926 | 48,373 | 32,491 | |
Gross profit | 188,968 | 179,793 | 363,494 | 288,028 | |
Total operating expenses | 88,950 | 83,848 | 168,650 | 161,668 | |
Income (loss) from operations | 100,018 | 95,945 | 194,844 | 126,360 | |
Interest expense, net | 16,241 | 5,313 | 26,214 | 5,547 | |
Income (loss) before income taxes | 83,777 | 90,632 | 168,630 | 120,813 | |
Income tax expense (benefit) | 606 | (262) | (333) | 773 | |
Net income (loss) and comprehensive income (loss) | 83,171 | 90,894 | 168,963 | 120,040 | |
Depreciation, amortization and accretion | 17,423 | 15,459 | 34,276 | 34,249 | |
EBITDA | 117,441 | 111,404 | 229,120 | 160,609 | |
Non-cash compensation expense | 2,796 | 1,121 | 5,393 | 1,543 | |
Loss (gain) on disposal of assets | (351) | (11) | (797) | 148 | |
Unrealized loss on commodity derivatives | 5,570 | 786 | 2,845 | 2,191 | |
Inventory fair value adjustments | (48,118) | (51,843) | (59,340) | (59,989) | |
Adjusted EBITDA | 77,338 | 61,457 | 177,221 | 104,502 | |
Capital expenditures | 27,831 | 68,737 | 69,408 | 134,502 | |
Total assets at end of period | 2,591,503 | 2,925,842 | 2,591,503 | 2,925,842 | |
Operating Segments [Member] | Retail Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Retail motor fuel | 1,384,858 | 1,649,199 | 2,500,573 | 3,016,855 | |
Wholesale motor fuel sales to third parties | 0 | 0 | 0 | 0 | |
Wholesale motor fuel sales to affiliates | 0 | 0 | 0 | 0 | |
Merchandise | 576,594 | 560,680 | 1,100,688 | 1,043,803 | |
Rental income | 3,438 | 9,049 | 6,842 | 17,322 | |
Other | 54,433 | 39,794 | 85,868 | 77,003 | |
Intersegment | 30,696 | 30,624 | 61,275 | 59,705 | |
Total revenues | 2,050,019 | 2,289,346 | 3,755,246 | 4,214,688 | |
Gross Profit, Motor Fuel - Retail | 155,330 | 139,788 | 286,603 | 287,205 | |
Gross Profit, Motor Fuel - Wholesale | 0 | 0 | 0 | 0 | |
Gross Profit, Merchandise | 187,291 | 176,811 | 353,670 | 325,012 | |
Gross Profit, Other | 48,978 | 48,818 | 75,543 | 94,198 | |
Gross profit | 391,599 | 365,417 | 715,816 | 706,415 | |
Total operating expenses | 367,425 | 337,704 | 694,658 | 643,771 | |
Income (loss) from operations | 24,174 | 27,713 | 21,158 | 62,644 | |
Interest expense, net | 34,346 | 15,885 | 52,062 | 23,628 | |
Income (loss) before income taxes | (10,172) | 11,828 | (30,904) | 39,016 | |
Income tax expense (benefit) | 862 | 9,188 | 3,913 | 16,216 | |
Net income (loss) and comprehensive income (loss) | (11,034) | 2,640 | (34,817) | 22,800 | |
Depreciation, amortization and accretion | 61,301 | 54,741 | 122,514 | 102,694 | |
EBITDA | 85,475 | 82,454 | 143,672 | 165,338 | |
Non-cash compensation expense | 583 | 1,275 | 1,399 | 2,211 | |
Loss (gain) on disposal of assets | 1,852 | 189 | 3,512 | (1) | |
Unrealized loss on commodity derivatives | 0 | 0 | 0 | 0 | |
Inventory fair value adjustments | (1,250) | (3,002) | (2,690) | (1,516) | |
Adjusted EBITDA | 86,660 | 80,916 | 145,893 | 166,032 | |
Capital expenditures | 46,437 | 31,892 | 110,485 | 67,159 | |
Total assets at end of period | 6,170,051 | 5,915,977 | 6,170,051 | 5,915,977 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Intersegment | (2,736,983) | (3,601,641) | (4,732,381) | (6,348,040) | |
Total revenues | $ (2,736,983) | $ (3,601,641) | $ (4,732,381) | $ (6,348,040) |
Net Income per Unit (Details)
Net Income per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share Basic [Line Items] | ||||
Net income and comprehensive income | $ 72,137 | $ 93,534 | $ 134,146 | $ 142,840 |
Less: Net income and comprehensive income attributable to noncontrolling interest | 847 | 1,693 | ||
Less: Preacquisition income allocated to general partner | 57,820 | 89,208 | ||
Net income and comprehensive income attributable to partners | 72,137 | 34,867 | 134,146 | 51,939 |
Less: Incentive distribution rights | 20,348 | 3,362 | 39,915 | 4,810 |
Less: Distributions on nonvested phantom unit awards | 924 | 311 | 1,854 | 622 |
Limited partners' interest in net income | 50,865 | 31,194 | 92,377 | 46,507 |
Common Units [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Limited partners' interest in net income | $ 50,865 | $ 21,671 | $ 92,377 | $ 32,150 |
Weighted average limited partner units outstanding | 95,339,786 | 24,894,659 | 91,396,560 | 24,496,918 |
Weighted average limited partner units outstanding, Equivalents | 55,956 | 41,536 | 55,956 | 41,536 |
Weighted average limited partner units outstanding, Diluted | 95,395,742 | 24,936,195 | 91,452,516 | 24,538,454 |
Common (basic and diluted) | $ 0.53 | $ 0.87 | $ 1.01 | $ 1.31 |
Subordinated Units [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Limited partners' interest in net income | $ 9,523 | $ 14,357 | ||
Weighted Average Number of Subordinated Units Outstanding, Basic and Diluted | 10,939,436 | 10,939,436 | ||
Common (basic and diluted) | $ 0.87 | $ 1.31 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) $ in Thousands | Sep. 25, 2012store | Jun. 30, 2016USD ($)store | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)storeagreement$ / gal | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | ||||||
Related products purchase agreements | agreement | 2 | |||||
Purchase agreements term | 12 months | |||||
Purchase agreements renewal term | 12 months | |||||
Purchase agreements renewal term, description | Automatically renew for consecutive 12-month terms until either party cancels with notice. | |||||
Advances from affiliates | $ 98,994 | $ 98,994 | ||||
Repayment of Line of credit | 1,032,901 | $ 207,308 | ||||
Receivables from affiliates | 7,138 | 7,138 | $ 8,074 | |||
Accounts payable to affiliates | 22,660 | 22,660 | 14,988 | |||
Motor fuel sales to affiliates | 9,710 | $ 3,972 | $ 16,839 | 4,939 | ||
2014 Revolver [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayment of Line of credit | $ 175,000 | |||||
Philadelphia Energy Solutions Refining and Marketing [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related products purchase agreements | agreement | 1 | |||||
Merrill Lynch Commodities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related products purchase agreements | agreement | 1 | |||||
Susser [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution agreement term | 10 years | |||||
Profit margin | $ / gal | 0.03 | |||||
Purchase option term | 3 years | |||||
Number of convenience stores | store | 75 | |||||
Commercial agreement, initial term | 15 years | |||||
Exclusive distributor, term | 10 years | |||||
Number of convenience stores, sale lease back transactions completed | store | 75 | 75 | ||||
Sunoco Retail LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution agreement term | 10 years | |||||
Profit margin | $ / gal | 0.04 | |||||
Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables from affiliates | $ 7,100 | $ 7,100 | 8,100 | |||
Accounts payable to affiliates | 22,700 | 22,700 | 15,000 | |||
Motor fuel sales to affiliates | 9,700 | 4,000 | 16,800 | 4,900 | ||
Bulk fuel purchase from affiliates | 545,500 | $ 760,800 | 885,700 | $ 1,400,000 | ||
Affiliated Entity [Member] | Sunoco LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Advances to affiliates | $ 365,500 | |||||
Advances from affiliates | $ 99,000 | $ 99,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | Jul. 11, 2016USD ($)PropertyContractAccount | Dec. 31, 2015USD ($) |
Subsequent Event [Line Items] | ||
Business acquisition total purchase price | $ 24.6 | |
Subsequent Event [Member] | Denny Oil Company [Member] | ||
Subsequent Event [Line Items] | ||
Business acquisition total purchase price | $ 55 | |
Number of fee properties | Property | 13 | |
Number of supply contracts | Contract | 127 | |
Subsequent Event [Member] | Denny Oil Company [Member] | Minimum | ||
Subsequent Event [Line Items] | ||
Number of commercial accounts | Account | 500 |