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|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
30-0740483
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging Growth company
|
☐
|
|
|
|
Page
|
|
|
|
Item 1. Financial Statements
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk
|
|
|
Item 4. Controls and Procedures
|
|
|
|
|
|
|
|
|
Item 1. Legal Proceedings
|
|
|
Item 1A. Risk Factors
|
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Item 3. Defaults Upon Senior Securities
|
|
|
Item 4. Mine Safety Disclosures
|
|
|
Item 5. Other Information
|
|
|
Item 6. Exhibits
|
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
(in millions, except units)
|
||||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
74
|
|
|
$
|
119
|
|
Accounts receivable, net
|
|
442
|
|
|
539
|
|
||
Receivables from affiliates
|
|
13
|
|
|
3
|
|
||
Inventories, net
|
|
512
|
|
|
573
|
|
||
Other current assets
|
|
162
|
|
|
155
|
|
||
Total current assets
|
|
1,203
|
|
|
1,389
|
|
||
Property and equipment, net
|
|
3,299
|
|
|
3,373
|
|
||
Other assets:
|
|
|
|
|
||||
Goodwill
|
|
2,612
|
|
|
2,618
|
|
||
Intangible assets, net
|
|
1,292
|
|
|
1,255
|
|
||
Other noncurrent assets
|
|
48
|
|
|
66
|
|
||
Total assets
|
|
$
|
8,454
|
|
|
$
|
8,701
|
|
Liabilities and equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
438
|
|
|
$
|
616
|
|
Accounts payable to affiliates
|
|
111
|
|
|
109
|
|
||
Advances from affiliates
|
|
1
|
|
|
87
|
|
||
Accrued expenses and other current liabilities
|
|
371
|
|
|
372
|
|
||
Current maturities of long-term debt
|
|
5
|
|
|
5
|
|
||
Total current liabilities
|
|
926
|
|
|
1,189
|
|
||
Revolving line of credit
|
|
761
|
|
|
1,000
|
|
||
Long-term debt, net
|
|
3,534
|
|
|
3,509
|
|
||
Deferred tax liability
|
|
626
|
|
|
643
|
|
||
Other noncurrent liabilities
|
|
178
|
|
|
164
|
|
||
Total liabilities
|
|
6,025
|
|
|
6,505
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
||||
Limited partners:
|
|
|
|
|
||||
Series A Preferred unitholder - affiliated
(12,000,000 units issued and outstanding as of March 31, 2017 and no units issued and outstanding as of December 31, 2016) |
|
300
|
|
|
—
|
|
||
Common unitholders - public
(53,704,891 units issued and outstanding as of March 31, 2017 and 52,430,220 units issued and outstanding as of December 31, 2016) |
|
1,458
|
|
|
1,467
|
|
||
Common unitholders - affiliated
(45,750,826 units issued and outstanding as of March 31, 2017 and December 31, 2016) |
|
671
|
|
|
729
|
|
||
Class C unitholders - held by subsidiary
(16,410,780 units issued and outstanding as of March 31, 2017 and December 31, 2016) |
|
—
|
|
|
—
|
|
||
Total equity
|
|
2,429
|
|
|
2,196
|
|
||
Total liabilities and equity
|
|
$
|
8,454
|
|
|
$
|
8,701
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except unit and per unit amounts)
|
||||||
Revenues:
|
|
|
|
||||
Retail motor fuel
|
$
|
1,516
|
|
|
$
|
1,116
|
|
Wholesale motor fuel sales to third parties
|
2,243
|
|
|
1,496
|
|
||
Wholesale motor fuel sales to affiliates
|
21
|
|
|
7
|
|
||
Merchandise
|
540
|
|
|
524
|
|
||
Rental income
|
23
|
|
|
22
|
|
||
Other
|
51
|
|
|
50
|
|
||
Total revenues
|
4,394
|
|
|
3,215
|
|
||
Cost of sales:
|
|
|
|
||||
Retail motor fuel cost of sales
|
1,379
|
|
|
984
|
|
||
Wholesale motor fuel cost of sales
|
2,138
|
|
|
1,352
|
|
||
Merchandise cost of sales
|
370
|
|
|
358
|
|
||
Other
|
4
|
|
|
10
|
|
||
Total cost of sales
|
3,891
|
|
|
2,704
|
|
||
Gross profit
|
503
|
|
|
511
|
|
||
Operating expenses:
|
|
|
|
||||
General and administrative
|
64
|
|
|
58
|
|
||
Other operating
|
263
|
|
|
249
|
|
||
Rent
|
34
|
|
|
33
|
|
||
Loss on disposal of assets
|
7
|
|
|
1
|
|
||
Depreciation, amortization and accretion
|
87
|
|
|
78
|
|
||
Total operating expenses
|
455
|
|
|
419
|
|
||
Income from operations
|
48
|
|
|
92
|
|
||
Interest expense, net
|
64
|
|
|
28
|
|
||
Income (loss) before income taxes
|
(16
|
)
|
|
64
|
|
||
Income tax expense (benefit)
|
(17
|
)
|
|
2
|
|
||
Net income and comprehensive income
|
$
|
1
|
|
|
$
|
62
|
|
Net income (loss) per limited partner unit:
|
|
|
|
||||
Common - basic and diluted
|
$
|
(0.22
|
)
|
|
$
|
0.47
|
|
Weighted average limited partner units outstanding:
|
|
|
|
||||
Common units - public (basic)
|
52,858,782
|
|
|
49,588,960
|
|
||
Common units - public (diluted)
|
52,965,132
|
|
|
49,610,314
|
|
||
Common units - affiliated (basic and diluted)
|
45,750,826
|
|
|
37,864,373
|
|
||
|
|
|
|
||||
Cash distribution per unit
|
$
|
0.8255
|
|
|
$
|
0.8173
|
|
|
Preferred Units-Affiliated
|
|
Common Units-Public
|
|
Common Units-Affiliated
|
|
Total Equity
|
||||||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
1,467
|
|
|
$
|
729
|
|
|
$
|
2,196
|
|
Equity issued under ATM, net
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
Equity issued to ETE
|
300
|
|
|
—
|
|
|
—
|
|
|
300
|
|
||||
Cash distribution to unitholders
|
—
|
|
|
(45
|
)
|
|
(59
|
)
|
|
(104
|
)
|
||||
Unit-based compensation
|
—
|
|
|
2
|
|
|
2
|
|
|
4
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Partnership net income
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Balance at March 31, 2017
|
$
|
300
|
|
|
$
|
1,458
|
|
|
$
|
671
|
|
|
$
|
2,429
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
1
|
|
|
$
|
62
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion
|
87
|
|
|
78
|
|
||
Amortization of deferred financing fees
|
4
|
|
|
1
|
|
||
Loss on disposal of assets
|
7
|
|
|
1
|
|
||
Non-cash unit based compensation expense
|
4
|
|
|
3
|
|
||
Deferred income tax
|
(17
|
)
|
|
(10
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
97
|
|
|
(9
|
)
|
||
Receivable from affiliates
|
(10
|
)
|
|
1
|
|
||
Inventories
|
61
|
|
|
123
|
|
||
Other assets
|
8
|
|
|
(39
|
)
|
||
Accounts payable
|
(138
|
)
|
|
(24
|
)
|
||
Accounts payable to affiliates
|
2
|
|
|
(5
|
)
|
||
Accrued liabilities and other current liabilities
|
(8
|
)
|
|
(47
|
)
|
||
Other noncurrent liabilities
|
10
|
|
|
27
|
|
||
Net cash provided by operating activities
|
108
|
|
|
162
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(66
|
)
|
|
(96
|
)
|
||
Purchase of intangible assets
|
(13
|
)
|
|
(14
|
)
|
||
Acquisition of Sunoco LLC and Sunoco Retail LLC
|
—
|
|
|
(2,200
|
)
|
||
Proceeds from disposal of property and equipment
|
1
|
|
|
2
|
|
||
Net cash used in investing activities
|
(78
|
)
|
|
(2,308
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
—
|
|
|
2,035
|
|
||
Payments on long-term debt
|
(1
|
)
|
|
(1
|
)
|
||
Revolver borrowings
|
618
|
|
|
672
|
|
||
Revolver repayments
|
(857
|
)
|
|
(447
|
)
|
||
Loan origination costs
|
—
|
|
|
(19
|
)
|
||
Advances from affiliates
|
(63
|
)
|
|
(21
|
)
|
||
Equity issued to ETE, net of issuance costs
|
300
|
|
|
61
|
|
||
Proceeds from issuance of common units, net of offering costs
|
33
|
|
|
—
|
|
||
Distributions to ETP
|
—
|
|
|
(50
|
)
|
||
Other cash from financing activities, net
|
(1
|
)
|
|
7
|
|
||
Distributions to unitholders
|
(104
|
)
|
|
(87
|
)
|
||
Net cash provided by (used in) financing activities
|
(75
|
)
|
|
2,150
|
|
||
Net increase (decrease) in cash
|
(45
|
)
|
|
4
|
|
||
Cash and cash equivalents at beginning of period
|
119
|
|
|
73
|
|
||
Cash and cash equivalents at end of period
|
$
|
74
|
|
|
$
|
77
|
|
1.
|
Organization and Principles of Consolidation
|
•
|
Susser Petroleum Operating Company LLC (“SPOC”), a Delaware limited liability company, distributes motor fuel, propane and lubricating oils to Stripes’ retail locations, consignment locations, and third party customers in Texas, New Mexico, Oklahoma, Louisiana and Kansas.
|
•
|
Sunoco, LLC (“Sunoco LLC”), a Delaware limited liability company, primarily distributes motor fuel in more than
26
states throughout the East Coast, Midwest and Southeast regions of the United States. Sunoco LLC also processes transmix and distributes refined product through its terminals in Alabama and the Greater Dallas, TX metroplex.
|
•
|
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.
|
•
|
Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, primarily owns and leases convenience store properties.
|
•
|
Susser Holdings Corporation (“Susser”), a Delaware corporation, sells motor fuel and merchandise in Texas, New Mexico, Oklahoma, and Louisiana through Stripes-branded convenience stores.
|
•
|
Sunoco Retail 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, in Virginia, Maryland, and Tennessee.
|
•
|
Aloha Petroleum, Ltd. (“Aloha”), a Hawaii corporation, owns and operates convenience stores on the Hawaiian Islands.
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Acquisitions
|
|
|
Sunoco LLC
|
|
Sunoco Retail
|
|
Total
|
||||||
Current assets
|
|
$
|
1,107
|
|
|
$
|
329
|
|
|
$
|
1,436
|
|
Property and equipment
|
|
384
|
|
|
710
|
|
|
1,094
|
|
|||
Goodwill
|
|
—
|
|
|
1,289
|
|
|
1,289
|
|
|||
Intangible assets
|
|
182
|
|
|
294
|
|
|
476
|
|
|||
Other noncurrent assets
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Current liabilities
|
|
(641
|
)
|
|
(146
|
)
|
|
(787
|
)
|
|||
Other noncurrent liabilities
|
|
(7
|
)
|
|
(340
|
)
|
|
(347
|
)
|
|||
Net assets
|
|
$
|
1,027
|
|
|
$
|
2,136
|
|
|
$
|
3,163
|
|
Net deemed contribution
|
|
|
|
|
|
(188
|
)
|
|||||
Cash acquired
|
|
|
|
|
|
(24
|
)
|
|||||
Total cash consideration, net of cash acquired (1)
|
|
|
|
|
|
$
|
2,951
|
|
(1)
|
Total cash consideration, net of cash acquired, includes
$775 million
paid on April 1, 2015 and
$2.2 billion
paid on March 31, 2016.
|
•
|
synergies created through increased fuel purchasing advantages and integration with our existing wholesale business;
|
•
|
strategic advantages of owning transmix processing plants and increasing our terminal capacity; and
|
•
|
competitors processing transmix in the geographic region.
|
|
|
August 31, 2016
|
||
Current assets
|
|
$
|
26
|
|
Property and equipment
|
|
49
|
|
|
Goodwill
|
|
55
|
|
|
Intangible assets
|
|
57
|
|
|
Current liabilities
|
|
(16
|
)
|
|
Net assets
|
|
171
|
|
|
Cash acquired
|
|
—
|
|
|
Total cash consideration, net of cash acquired
|
|
$
|
171
|
|
4.
|
Accounts Receivable, net
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Accounts receivable, trade
|
$
|
242
|
|
|
$
|
361
|
|
Credit card receivables
|
145
|
|
|
133
|
|
||
Vendor receivables for rebates, branding, and other
|
24
|
|
|
21
|
|
||
Other receivables
|
34
|
|
|
27
|
|
||
Allowance for doubtful accounts
|
(3
|
)
|
|
(3
|
)
|
||
Accounts receivable, net
|
$
|
442
|
|
|
$
|
539
|
|
5.
|
Inventories, net
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Fuel-retail
|
$
|
52
|
|
|
$
|
58
|
|
Fuel-wholesale
|
313
|
|
|
364
|
|
||
Fuel-consignment
|
4
|
|
|
5
|
|
||
Merchandise
|
120
|
|
|
123
|
|
||
Equipment and maintenance spare parts
|
12
|
|
|
13
|
|
||
Other
|
11
|
|
|
10
|
|
||
Inventories, net
|
$
|
512
|
|
|
$
|
573
|
|
6.
|
Property and Equipment, net
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Land
|
$
|
1,129
|
|
|
$
|
1,105
|
|
Buildings and leasehold improvements
|
1,487
|
|
|
1,491
|
|
||
Equipment
|
1,141
|
|
|
1,141
|
|
||
Construction in progress
|
267
|
|
|
294
|
|
||
Total property and equipment
|
4,024
|
|
|
4,031
|
|
||
Less: accumulated depreciation
|
725
|
|
|
658
|
|
||
Property and equipment, net
|
$
|
3,299
|
|
|
$
|
3,373
|
|
7.
|
Goodwill and Intangible Assets, net
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Indefinite-lived
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
$
|
761
|
|
|
$
|
7
|
|
|
$
|
754
|
|
|
$
|
752
|
|
|
$
|
7
|
|
|
$
|
745
|
|
Contractual rights
|
43
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||||
Liquor licenses
|
16
|
|
|
—
|
|
|
16
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Finite-lived
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relations including supply agreements
|
673
|
|
|
221
|
|
|
452
|
|
|
631
|
|
|
208
|
|
|
423
|
|
||||||
Favorable leasehold arrangements, net
|
22
|
|
|
6
|
|
|
16
|
|
|
23
|
|
|
6
|
|
|
17
|
|
||||||
Loan origination costs
|
10
|
|
|
5
|
|
|
5
|
|
|
10
|
|
|
4
|
|
|
6
|
|
||||||
Other intangibles
|
10
|
|
|
4
|
|
|
6
|
|
|
7
|
|
|
2
|
|
|
5
|
|
||||||
Intangible assets, net
|
$
|
1,535
|
|
|
$
|
243
|
|
|
$
|
1,292
|
|
|
$
|
1,482
|
|
|
$
|
227
|
|
|
$
|
1,255
|
|
8.
|
Accrued Expenses and Other Current Liabilities
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Wage and other employee-related accrued expenses
|
$
|
43
|
|
|
$
|
42
|
|
Franchise agreement termination accrual
|
2
|
|
|
2
|
|
||
Accrued tax expense
|
176
|
|
|
154
|
|
||
Accrued insurance
|
14
|
|
|
23
|
|
||
Reserve for environmental remediation, current
|
4
|
|
|
5
|
|
||
Accrued interest expense
|
56
|
|
|
39
|
|
||
Deposits and other
|
76
|
|
|
107
|
|
||
Total
|
$
|
371
|
|
|
$
|
372
|
|
9.
|
Long-Term Debt
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(in millions)
|
||||||
Term Loan
|
$
|
1,243
|
|
|
$
|
1,243
|
|
Sale leaseback financing obligation
|
116
|
|
|
117
|
|
||
2014 Revolver
|
761
|
|
|
1,000
|
|
||
6.375% Senior Notes Due 2023
|
800
|
|
|
800
|
|
||
5.500% Senior Notes Due 2020
|
600
|
|
|
600
|
|
||
6.250% Senior Notes Due 2021
|
800
|
|
|
800
|
|
||
Other
|
24
|
|
|
1
|
|
||
Total debt
|
4,344
|
|
|
4,561
|
|
||
Less: current maturities
|
5
|
|
|
5
|
|
||
Less: debt issuance costs
|
44
|
|
|
47
|
|
||
Long-term debt, net of current maturities
|
$
|
4,295
|
|
|
$
|
4,509
|
|
Level 1
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
Level 2
|
Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
|
Level 3
|
Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.
|
10.
|
Other Noncurrent Liabilities
|
|
March 31,
2017 |
|
December 31, 2016
|
||||
|
(in millions)
|
||||||
Accrued straight-line rent
|
$
|
11
|
|
|
$
|
10
|
|
Reserve for underground storage tank removal
|
58
|
|
|
53
|
|
||
Reserve for environmental remediation, long-term
|
33
|
|
|
35
|
|
||
Unfavorable lease liability
|
28
|
|
|
30
|
|
||
Others
|
48
|
|
|
36
|
|
||
Total
|
$
|
178
|
|
|
$
|
164
|
|
11.
|
Related-Party Transactions
|
•
|
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 – various agreements with subsidiaries of SXL for pipeline, terminalling and storage services. We also have agreements with subsidiaries of SXL for the purchase and sale of fuel. SXL is a consolidated subsidiary of ETP. In April 2017, ETP and SXL merged.
|
•
|
Net advances from affiliates were
$1 million
and
$87 million
as of
March 31, 2017
and
December 31, 2016
, respectively. Advances to and from affiliates are primarily related to the cash management services that affiliates of ETP provide to Sunoco LLC and Sunoco Retail.
|
•
|
Net accounts receivable from affiliates were
$13 million
and
$3 million
as of
March 31, 2017
and
December 31, 2016
, respectively, which are primarily related to motor fuel purchases from us.
|
•
|
Net accounts payable to affiliates was
$111 million
and
$109 million
as of
March 31, 2017
and
December 31, 2016
, respectively, which are related to operational expenses and fuel pipeline purchases.
|
•
|
Wholesale motor fuel sales to affiliates of
$21 million
and
$7 million
for the
three months ended March 31, 2017
and
2016
, respectively.
|
•
|
Bulk fuel purchases from affiliates of
$545 million
and
$340 million
for the
three months ended March 31, 2017
and
2016
, respectively, which is included in wholesale motor fuel cost of sales in our Consolidated Statements of Operations and Comprehensive Income.
|
12.
|
Commitments and Contingencies
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Cash rent:
|
|
|
|
||||
Store base rent (1) (2)
|
$
|
30
|
|
|
$
|
28
|
|
Equipment and other rent (3)
|
4
|
|
|
5
|
|
||
Total cash rent
|
34
|
|
|
33
|
|
||
Non-cash rent:
|
|
|
|
||||
Straight-line rent
|
—
|
|
|
—
|
|
||
Capital lease offset
|
—
|
|
|
—
|
|
||
Net rent expense
|
$
|
34
|
|
|
$
|
33
|
|
(1)
|
Rental income includes sublease rental income totaling
$6 million
and
$6 million
for the
three months ended March 31, 2017
and
2016
, respectively.
|
(2)
|
Store base rent includes contingent rent expense totaling
$5 million
and
$5 million
for the
three months ended March 31, 2017
and
2016
, respectively.
|
(3)
|
Equipment and other rent consists primarily of store equipment and vehicles.
|
13.
|
Interest Expense, net
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Interest expense
|
$
|
61
|
|
|
$
|
27
|
|
Amortization of deferred financing fees
|
4
|
|
|
1
|
|
||
Interest income
|
(1
|
)
|
|
—
|
|
||
Interest expense, net
|
$
|
64
|
|
|
$
|
28
|
|
14.
|
Income Tax Expense
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in million)
|
||||||
Tax at statutory federal rate
|
$
|
(6
|
)
|
|
$
|
22
|
|
Partnership earnings not subject to tax
|
(10
|
)
|
|
(33
|
)
|
||
State and local tax, net of federal benefit
|
(1
|
)
|
|
11
|
|
||
Other
|
—
|
|
|
2
|
|
||
Net income tax expense (benefit)
|
$
|
(17
|
)
|
|
$
|
2
|
|
15.
|
Partners' Capital
|
|
Number of Units
|
|
Number of common units at December 31, 2016
|
98,181,046
|
|
Common units issued in connection with the ATM
|
1,268,750
|
|
Phantom unit vesting
|
5,921
|
|
Number of common units at March 31, 2017
|
99,455,717
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Attributable to Common Units
|
|
|
|
||||
Distributions (a)
|
$
|
82
|
|
|
$
|
78
|
|
Distributions in excess of net income
|
(104
|
)
|
|
(40
|
)
|
||
Limited partners' interest in net income (loss)
|
$
|
(22
|
)
|
|
$
|
38
|
|
|
|
|
|
||||
(a) Distributions declared per unit to unitholders as of record date
|
$
|
0.8255
|
|
|
$
|
0.8173
|
|
|
|
|
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
|
%
|
|
|
Limited Partners
|
|
|
||||||||
Payment Date
|
|
Per Unit Distribution
|
|
Total Cash Distribution
|
|
Distribution to IDR Holders
|
||||||
|
|
(in millions, except per unit amounts)
|
||||||||||
May 16, 2017
|
|
$
|
0.8255
|
|
|
$
|
82
|
|
|
$
|
21
|
|
February 21, 2017
|
|
$
|
0.8255
|
|
|
$
|
81
|
|
|
$
|
21
|
|
16.
|
Unit-Based Compensation
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Phantom common units
|
$
|
4
|
|
|
$
|
3
|
|
Allocated expense from Parent
|
—
|
|
|
—
|
|
||
Total unit-based compensation expense
|
$
|
4
|
|
|
$
|
3
|
|
|
Number of Phantom Common Units
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2015
|
1,147,048
|
|
|
$
|
41.19
|
|
Granted
|
966,337
|
|
|
26.95
|
|
|
Vested
|
(1,240
|
)
|
|
36.98
|
|
|
Forfeited
|
(98,511
|
)
|
|
39.77
|
|
|
Outstanding at December 31, 2016
|
2,013,634
|
|
|
34.43
|
|
|
Granted
|
20,112
|
|
|
26.27
|
|
|
Vested
|
(8,557
|
)
|
|
47.96
|
|
|
Forfeited
|
(34,880
|
)
|
|
36.67
|
|
|
Outstanding at March 31, 2017
|
1,990,309
|
|
|
$
|
34.22
|
|
17.
|
Segment Reporting
|
|
For the Three Months Ended March 31,
|
||||||||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||||||||
|
Wholesale Segment
|
|
Retail Segment
|
|
Intercompany Eliminations
|
|
Totals
|
|
Wholesale Segment
|
|
Retail Segment
|
|
Intercompany Eliminations
|
|
Totals
|
||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,516
|
|
|
|
|
$
|
1,516
|
|
|
$
|
—
|
|
|
$
|
1,116
|
|
|
|
|
$
|
1,116
|
|
||
Wholesale motor fuel sales to third parties
|
2,243
|
|
|
—
|
|
|
|
|
2,243
|
|
|
1,496
|
|
|
—
|
|
|
|
|
1,496
|
|
||||||||
Wholesale motor fuel sales to affiliates
|
21
|
|
|
—
|
|
|
|
|
21
|
|
|
7
|
|
|
—
|
|
|
|
|
7
|
|
||||||||
Merchandise
|
—
|
|
|
540
|
|
|
|
|
540
|
|
|
—
|
|
|
524
|
|
|
|
|
524
|
|
||||||||
Rental income
|
19
|
|
|
4
|
|
|
|
|
23
|
|
|
19
|
|
|
3
|
|
|
|
|
22
|
|
||||||||
Other
|
13
|
|
|
38
|
|
|
|
|
51
|
|
|
18
|
|
|
32
|
|
|
|
|
50
|
|
||||||||
Intersegment sales
|
1,041
|
|
|
35
|
|
|
(1,076
|
)
|
|
—
|
|
|
754
|
|
|
31
|
|
|
(785
|
)
|
|
—
|
|
||||||
Total revenue
|
3,337
|
|
|
2,133
|
|
|
(1,076
|
)
|
|
4,394
|
|
|
2,294
|
|
|
1,706
|
|
|
(785
|
)
|
|
3,215
|
|
||||||
Gross profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Retail motor fuel
|
—
|
|
|
137
|
|
|
|
|
137
|
|
|
—
|
|
|
132
|
|
|
|
|
132
|
|
||||||||
Wholesale motor fuel
|
126
|
|
|
—
|
|
|
|
|
126
|
|
|
151
|
|
|
—
|
|
|
|
|
151
|
|
||||||||
Merchandise
|
—
|
|
|
170
|
|
|
|
|
170
|
|
|
—
|
|
|
166
|
|
|
|
|
166
|
|
||||||||
Rental and other
|
28
|
|
|
42
|
|
|
|
|
70
|
|
|
36
|
|
|
26
|
|
|
|
|
62
|
|
||||||||
Total gross profit
|
154
|
|
|
349
|
|
|
|
|
503
|
|
|
187
|
|
|
324
|
|
|
|
|
511
|
|
||||||||
Total operating expenses
|
91
|
|
|
364
|
|
|
|
|
455
|
|
|
89
|
|
|
330
|
|
|
|
|
419
|
|
||||||||
Income (loss) from operations
|
63
|
|
|
(15
|
)
|
|
|
|
48
|
|
|
98
|
|
|
(6
|
)
|
|
|
|
92
|
|
||||||||
Interest expense, net
|
20
|
|
|
44
|
|
|
|
|
64
|
|
|
12
|
|
|
16
|
|
|
|
|
28
|
|
||||||||
Income (loss) before income taxes
|
43
|
|
|
(59
|
)
|
|
|
|
(16
|
)
|
|
86
|
|
|
(22
|
)
|
|
|
|
64
|
|
||||||||
Income tax expense (benefit)
|
1
|
|
|
(18
|
)
|
|
|
|
(17
|
)
|
|
(1
|
)
|
|
3
|
|
|
|
|
2
|
|
||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
42
|
|
|
$
|
(41
|
)
|
|
|
|
$
|
1
|
|
|
$
|
87
|
|
|
$
|
(25
|
)
|
|
|
|
$
|
62
|
|
||
Depreciation, amortization and accretion
|
22
|
|
|
65
|
|
|
|
|
87
|
|
|
17
|
|
|
61
|
|
|
|
|
78
|
|
||||||||
Interest expense, net
|
20
|
|
|
44
|
|
|
|
|
64
|
|
|
12
|
|
|
16
|
|
|
|
|
28
|
|
||||||||
Income tax expense (benefit)
|
1
|
|
|
(18
|
)
|
|
|
|
(17
|
)
|
|
(1
|
)
|
|
3
|
|
|
|
|
2
|
|
||||||||
EBITDA
|
85
|
|
|
50
|
|
|
|
|
135
|
|
|
115
|
|
|
55
|
|
|
|
|
170
|
|
||||||||
Non-cash compensation expense
|
—
|
|
|
4
|
|
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
|
|
3
|
|
||||||||
Loss on disposal of assets
|
2
|
|
|
5
|
|
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|
|
|
1
|
|
||||||||
Unrealized gain on commodity derivatives
|
(5
|
)
|
|
—
|
|
|
|
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|
|
|
(3
|
)
|
||||||||
Inventory adjustments
|
13
|
|
|
1
|
|
|
|
|
14
|
|
|
(11
|
)
|
|
(1
|
)
|
|
|
|
(12
|
)
|
||||||||
Adjusted EBITDA
|
$
|
95
|
|
|
$
|
60
|
|
|
|
|
$
|
155
|
|
|
$
|
103
|
|
|
$
|
56
|
|
|
|
|
$
|
159
|
|
||
Capital expenditures
|
$
|
12
|
|
|
$
|
54
|
|
|
|
|
$
|
66
|
|
|
$
|
37
|
|
|
$
|
59
|
|
|
|
|
$
|
96
|
|
||
Total assets as of March 31, 2017 and December 31, 2016, respectively
|
$
|
2,934
|
|
|
$
|
5,520
|
|
|
|
|
$
|
8,454
|
|
|
$
|
3,201
|
|
|
$
|
5,500
|
|
|
|
|
$
|
8,701
|
|
18.
|
Net Income per Unit
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions, except units and per unit amounts)
|
||||||
Net income and comprehensive income
|
$
|
1
|
|
|
$
|
62
|
|
Less:
|
|
|
|
||||
Incentive distribution rights
|
21
|
|
|
20
|
|
||
Distributions on nonvested phantom unit awards
|
2
|
|
|
1
|
|
||
Limited partners' interest in net income (loss)
|
$
|
(22
|
)
|
|
$
|
41
|
|
Weighted average limited partner units outstanding:
|
|
|
|
||||
Common - basic
|
98,609,608
|
|
|
87,453,333
|
|
||
Common - equivalents
|
106,350
|
|
|
21,354
|
|
||
Common - diluted
|
98,715,958
|
|
|
87,474,687
|
|
||
Net income (loss) per limited partner unit:
|
|
|
|
||||
Common - basic and diluted
|
$
|
(0.22
|
)
|
|
$
|
0.47
|
|
19.
|
Subsequent Events
|
•
|
the possibility that we may not complete the sale of our company-operated retail fuel outlets and ancillary businesses and assets to 7-Eleven, Inc. (the “7-Eleven Transaction”) in a timely manner, or at all, including due to the failure to receive any necessary governmental or regulatory approvals required to be completed by the transactions contemplated by the asset purchase agreement;
|
•
|
the risk that the 7-Eleven Transaction disrupts current plans and operations, results in management distraction and the potential difficulties in maintaining relationships with customers, suppliers and other third parties and employee retention as a result of the announcement and consummation of the 7-Eleven Transaction;
|
•
|
the outcome of any legal proceedings that may be instituted against us following the announcement of the 7-Eleven Transaction;
|
•
|
the occurrence of any event, change or other circumstance that would give rise to the termination of the 7-Eleven asset purchase agreement;
|
•
|
limitations placed on our ability to materially change our retail business operations under the pending 7-Eleven asset purchase agreement;
|
•
|
the possibility of the purchase price adjustments pursuant to the terms of the 7-Eleven assets purchase agreement, which can reduce the cash proceeds ultimately received by us in the 7-Eleven transaction, even if it is complete;
|
•
|
the possibility that we may not be able to complete the sale of the remaining company-operated retail assets in a timely manner , or at all;
|
•
|
our ability to make, complete and integrate acquisitions from affiliates or third-parties;
|
•
|
business strategy and operations of Energy Transfer Partners, L.P. (“ETP”) and Energy Transfer Equity, L.P. (“ETE”) and ETP’s and ETE’s conflicts of interest with us;
|
•
|
changes in the price of and demand for the motor fuel that we distribute and our ability to appropriately hedge any motor fuel we hold in inventory;
|
•
|
our dependence on limited principal suppliers;
|
•
|
competition in the wholesale motor fuel distribution and convenience store industry;
|
•
|
changing customer preferences for alternate fuel sources or improvement in fuel efficiency;
|
•
|
environmental, tax and other federal, state and local laws and regulations;
|
•
|
the fact that we are not fully insured against all risk incidents to our business;
|
•
|
dangers inherent in the storage and transportation of motor fuel;
|
•
|
our reliance on senior management, supplier trade credit and information technology; and
|
•
|
our partnership structure, which may create conflicts of interest between us and Sunoco GP LLC, our general partner (“General Partner”), and its affiliates, and limits the fiduciary duties of our General Partner and its affiliates.
|
•
|
1,355
company-operated convenience stores and fuel outlets;
|
•
|
160
independently operated consignment locations where we sell motor fuel to retail customers under consignment arrangements with such operators;
|
•
|
5,500
convenience stores and retail fuel outlets operated by independent operators, which we refer to as “dealers” or “distributors,” pursuant to long-term distribution agreements; and
|
•
|
2,165
other commercial customers, including unbranded convenience stores, other fuel distributors, school districts, municipalities and other industrial customers.
|
•
|
Wholesale and retail motor fuel gallons sold
. One of the primary drivers of our business is the total volume of motor fuel sold through our wholesale and retail channels. Fuel distribution contracts with our wholesale customers generally provide that we distribute motor fuel at a fixed, volume-based profit margin or at an agreed upon level of price support. As a result, wholesale gross profit is directly tied to the volume of motor fuel that we distribute.
|
•
|
Gross profit per gallon
. Gross profit per gallon is calculated as the gross profit on motor fuel (excluding non-cash fair value adjustments) divided by the number of gallons sold, and is typically expressed as cents per gallon. Our gross profit per gallon varies amongst our third-party relationships and is impacted by the availability of certain discounts and rebates from suppliers. Retail gross profit per gallon is heavily impacted by volatile pricing and intense competition from convenience stores, supermarkets, club stores and other retail formats, which varies based on the market.
|
•
|
Merchandise gross profit and margin
. Merchandise gross profit is calculated as the gross sales price of merchandise less direct cost of goods and shortages, including bad merchandise and theft. Merchandise margin is calculated as merchandise gross profit as a percentage of merchandise sales. We do not include gross profit from ancillary products and services in the calculation of merchandise gross profit.
|
•
|
EBITDA, Adjusted EBITDA and distributable cash flow
. EBITDA as used throughout this document, is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense. Adjusted EBITDA is further adjusted to exclude allocated non-cash compensation expense, unrealized gains and losses on commodity derivatives and inventory fair value adjustments, and certain other operating expenses reflected in net income that we do not believe are indicative of ongoing core operations, such as gain or loss on disposal of assets and non-cash impairment charges. We define distributable cash flow as Adjusted EBITDA less cash interest expense, including the accrual of interest expense related to our long-term debt which is paid on a semi-annual basis, Series A Preferred distribution, current income tax expense, maintenance capital expenditures and other non-cash adjustments.
|
•
|
Adjusted EBITDA is used as a performance measure under our revolving credit facility;
|
•
|
securities analysts and other interested parties use such metrics as measures of financial performance, ability to make distributions to our unitholders and debt service capabilities;
|
•
|
our management uses them for internal planning purposes, including aspects of our consolidated operating budget, and capital expenditures; and
|
•
|
distributable cash flow provides useful information to investors as it is a widely accepted financial indicator used by investors to compare partnership performance, and as it provides investors an enhanced perspective of the operating performance of our assets and the cash our business is generating.
|
•
|
they do not reflect our total cash expenditures, or future requirements for capital expenditures or contractual commitments;
|
•
|
they do not reflect changes in, or cash requirements for, working capital;
|
•
|
they do not reflect interest expense or the cash requirements necessary to service interest or principal payments on our revolving credit facility or term loan;
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements; and
|
•
|
as not all companies use identical calculations, our presentation of EBITDA, Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies.
|
|
For the Three Months Ended March 31,
|
|||||||||||||||||||||||
|
2017
|
|
|
2016
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(dollars and gallons in millions, except motor fuel gross profit per gallon)
|
|||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
1,516
|
|
|
$
|
1,516
|
|
|
|
$
|
—
|
|
|
$
|
1,116
|
|
|
$
|
1,116
|
|
Wholesale motor fuel sales to third parties
|
2,243
|
|
|
—
|
|
|
2,243
|
|
|
|
1,496
|
|
|
—
|
|
|
1,496
|
|
||||||
Wholesale motor fuel sale to affiliates
|
21
|
|
|
—
|
|
|
21
|
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Merchandise
|
—
|
|
|
540
|
|
|
540
|
|
|
|
—
|
|
|
524
|
|
|
524
|
|
||||||
Rental income
|
19
|
|
|
4
|
|
|
23
|
|
|
|
19
|
|
|
3
|
|
|
22
|
|
||||||
Other
|
13
|
|
|
38
|
|
|
51
|
|
|
|
18
|
|
|
32
|
|
|
50
|
|
||||||
Total revenues
|
$
|
2,296
|
|
|
$
|
2,098
|
|
|
$
|
4,394
|
|
|
|
$
|
1,540
|
|
|
$
|
1,675
|
|
|
$
|
3,215
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail motor fuel
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
137
|
|
|
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
132
|
|
Wholesale motor fuel
|
126
|
|
|
—
|
|
|
126
|
|
|
|
151
|
|
|
—
|
|
|
151
|
|
||||||
Merchandise
|
—
|
|
|
170
|
|
|
170
|
|
|
|
—
|
|
|
166
|
|
|
166
|
|
||||||
Rental and other
|
28
|
|
|
42
|
|
|
70
|
|
|
|
36
|
|
|
26
|
|
|
62
|
|
||||||
Total gross profit
|
$
|
154
|
|
|
$
|
349
|
|
|
$
|
503
|
|
|
|
$
|
187
|
|
|
$
|
324
|
|
|
$
|
511
|
|
Net income (loss) and comprehensive income (loss)
|
$
|
42
|
|
|
$
|
(41
|
)
|
|
$
|
1
|
|
|
|
$
|
87
|
|
|
$
|
(25
|
)
|
|
$
|
62
|
|
Adjusted EBITDA (2)
|
|
|
|
|
$
|
155
|
|
|
|
|
|
|
|
$
|
159
|
|
||||||||
Distributable cash flow, as adjusted (2)
|
|
|
|
|
$
|
77
|
|
|
|
|
|
|
|
$
|
112
|
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total motor fuel gallons sold:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail
|
|
|
595
|
|
|
595
|
|
|
|
|
|
608
|
|
|
608
|
|
||||||||
Wholesale
|
1,313
|
|
|
|
|
1,313
|
|
|
|
1,233
|
|
|
|
|
1,233
|
|
||||||||
Motor fuel gross profit cents per gallon (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retail
|
|
|
23.1¢
|
|
|
23.1¢
|
|
|
|
|
|
21.3¢
|
|
|
21.3¢
|
|
||||||||
Wholesale
|
10.6¢
|
|
|
|
|
10.6¢
|
|
|
|
11.4¢
|
|
|
|
|
11.4¢
|
|
||||||||
Volume-weighted average for all gallons
|
|
|
|
|
14.5¢
|
|
|
|
|
|
|
|
14.7¢
|
|
||||||||||
Retail merchandise margin
|
|
|
31.6%
|
|
|
|
|
|
|
|
31.7%
|
|
|
|
(1)
|
Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.
|
(2)
|
We define EBITDA, Adjusted EBITDA, and distributable cash flow as described above under “Key Measures Used to Evaluate and Assess Our Business”.
|
|
For the Three Months Ended March 31,
|
|||||||||||||||||||||||
|
2017
|
|
|
2016
|
||||||||||||||||||||
|
Wholesale
|
|
Retail
|
|
Total
|
|
|
Wholesale
|
|
Retail
|
|
Total
|
||||||||||||
|
(in millions)
|
|||||||||||||||||||||||
Net income (loss) and comprehensive income (loss)
|
$
|
42
|
|
|
$
|
(41
|
)
|
|
$
|
1
|
|
|
|
$
|
87
|
|
|
$
|
(25
|
)
|
|
$
|
62
|
|
Depreciation, amortization and accretion
|
22
|
|
|
65
|
|
|
87
|
|
|
|
17
|
|
|
61
|
|
|
78
|
|
||||||
Interest expense, net
|
20
|
|
|
44
|
|
|
64
|
|
|
|
12
|
|
|
16
|
|
|
28
|
|
||||||
Income tax expense (benefit)
|
1
|
|
|
(18
|
)
|
|
(17
|
)
|
|
|
(1
|
)
|
|
3
|
|
|
2
|
|
||||||
EBITDA
|
$
|
85
|
|
|
$
|
50
|
|
|
$
|
135
|
|
|
|
$
|
115
|
|
|
$
|
55
|
|
|
$
|
170
|
|
Non-cash compensation expense
|
—
|
|
|
4
|
|
|
4
|
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||||
Loss on disposal of assets
|
2
|
|
|
5
|
|
|
7
|
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Unrealized gain on commodity derivatives
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Inventory adjustments
|
13
|
|
|
1
|
|
|
14
|
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(12
|
)
|
||||||
Adjusted EBITDA
|
$
|
95
|
|
|
$
|
60
|
|
|
$
|
155
|
|
|
|
$
|
103
|
|
|
$
|
56
|
|
|
$
|
159
|
|
Cash interest expense
|
|
|
|
|
60
|
|
|
|
|
|
|
|
27
|
|
||||||||||
Income tax expense (current)
|
|
|
|
|
—
|
|
|
|
|
|
|
|
2
|
|
||||||||||
Maintenance capital expenditures
|
|
|
|
|
18
|
|
|
|
|
|
|
|
19
|
|
||||||||||
Distributable cash flow
|
|
|
|
|
$
|
77
|
|
|
|
|
|
|
|
$
|
111
|
|
||||||||
Transaction-related expenses
|
|
|
|
|
—
|
|
|
|
|
|
|
|
1
|
|
||||||||||
Series A Preferred distribution
|
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Distributable cash flow, as adjusted
|
|
|
|
|
$
|
77
|
|
|
|
|
|
|
|
$
|
112
|
|
•
|
an increase in wholesale motor fuel revenue of
$761 million
due to a
41.5%
, or a
$0.51
, increase in the sales price per wholesale motor fuel gallon, and an increase in wholesale motor fuel gallons sold of approximately
80 million
;
|
•
|
an increase in retail motor fuel revenue of
$400 million
due to a
38.9%
, or
$0.71
, increase in sales price per retail motor fuel gallon, slightly offset by a decrease in gallons sold of approximately
13 million
; and
|
•
|
an increase in merchandise revenue of
$16 million
at our company operated convenience stores due to an increase in the number of retail sites.
|
•
|
a decrease in the gross profit on wholesale motor fuel of
$25 million
due to a
7.0%
, or a
$0.008
, decrease in the gross profit per wholesale motor fuel gallon, slightly offset by increase in wholesale motor fuel gallons sold of approximately
80 million
; offset by
|
•
|
an increase in the rental and other gross profit of
$8 million
due to increased other retail income such as car wash, ATM and lottery income;
|
•
|
an increase in the gross profit on retail motor fuel of
$5 million
due to a
8.5%
, or
$0.018
, increase in the gross profit per retail motor fuel gallon mentioned above, slightly offset by decrease in gallons sold mentioned above; and
|
•
|
an increase in the merchandise gross profit of
$4 million
due to the increase in the number of retail sites mentioned above. The related growth impact is $5 million, while the organic margin decreased $1 million.
|
•
|
an increase in other operating expenses of
$14 million
primarily attributable to our retail business which has expanded through third-party acquisitions as well as through the construction of new-to-industry sites, resulting in a $14 million collective increase of utilities, maintenance expenses, property taxes and credit card processing fees;
|
•
|
an increase in depreciation, amortization and accretion expense of
$9 million
due to acquisitions and new store construction completed in the last nine months of 2016;
|
•
|
an increase in general and administrative expenses of
$6 million
primarily due to higher advertising costs and salaries and wages;
|
•
|
an increase in loss on disposal of assets of
$6 million
primarily attributable to fixed assets disposed in first three months of 2017.
|
|
For the Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Net cash provided by (used in)
|
|
|
|
||||
Operating activities
|
$
|
108
|
|
|
$
|
162
|
|
Investing activities
|
(78
|
)
|
|
(2,308
|
)
|
||
Financing activities
|
(75
|
)
|
|
2,150
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(45
|
)
|
|
$
|
4
|
|
•
|
received $300 million proceeds from issuance of Series A Preferred Units;
|
•
|
borrowed
$618 million
and repaid
$857 million
under our 2014 Revolver to fund daily operations; and
|
•
|
paid
$104 million
in distributions to our unitholders, of which $60 million was paid to ETP and ETE collectively.
|
|
Owned
|
|
Leased
|
||
Wholesale dealer and consignment sites
|
473
|
|
|
219
|
|
Company-operated convenience stores and fuel outlets
|
864
|
|
|
490
|
|
Warehouses, offices and other
|
107
|
|
|
71
|
|
Total
|
1,444
|
|
|
780
|
|
•
|
interest rate risk on short-term borrowings; and
|
•
|
the impact of interest rate movements on our ability to obtain adequate financing to fund future acquisitions.
|
•
|
the possibility that we may not complete the 7-Eleven Transaction in a timely manner, or at all, including due to the failure to receive any necessary governmental or regulatory approvals required to be completed by the transactions contemplated by the asset purchase agreement;
|
•
|
the occurrence of any event, change or other circumstance that would give rise to the termination of the 7-Eleven asset purchase agreement;
|
•
|
the risk that the 7-Eleven Transaction disrupts current plans and operations, results in management distraction and the potential difficulties in maintaining relationships with customers, suppliers and other third parties and employee retention as a result of the announcement and consummation of the 7-Eleven Transaction;
|
•
|
the outcome of any legal proceedings that may be instituted against us following the announcement of the 7-Eleven Transaction;
|
•
|
limitations placed on our ability to materially change our retail business operations under the pending 7-Eleven asset purchase agreement;
|
•
|
the possibility of purchase price adjustments pursuant to the terms of the 7-Eleven asset purchase agreement, which could reduce the cash proceeds ultimately received by us in the 7-Eleven Transaction, even if it is completed; and
|
•
|
costs, fees, expenses and charges related to the 7-Eleven Transaction.
|
|
SUNOCO LP
|
|
|
|
|
|
By
|
Sunoco GP LLC, its general partner
|
|
|
|
Date: May 4, 2017
|
By
|
/s/ Thomas R. Miller
|
|
|
Thomas R. Miller
|
|
|
Chief Financial Officer
(On behalf of the registrant and in his capacity as chief financial officer) |
|
|
|
|
By
|
/s/
Leta McKinley
|
|
|
Leta McKinley
|
|
|
Vice President, Controller and
Principal Accounting Officer (In her capacity as principal accounting officer) |
Exhibit No.
|
|
Description
|
2.1
|
|
Asset Purchase Agreement by and among Susser Petroleum Property Company LLC, Sunoco Retail LLC, Stripes LLC, Town & Country Food Stores, Inc., MACS Retail LLC, 7-Eleven, Inc. and SEI Fuel Services, Inc.,, and, solely for the limited purposes referenced therein, Sunoco, LP, Sunoco Finance Corp. and Sunoco, LLC, dated as of April 6, 2017 (incorporated by reference to the current report on Form 8-K filed by the registrant on April 6, 2017)
|
|
|
|
3.1
|
|
First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP, dated September 25, 2012 (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the registrant on September 25, 2012)
|
|
|
|
3.2
|
|
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K filed by the registrant on October 28, 2014)
|
|
|
|
3.3
|
|
Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Susser Petroleum Partners LP (Incorporated by reference to Exhibit 3.2 of the current report on Form 8-K filed by the registrant on August 6, 2015)
|
|
|
|
3.4
|
|
Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (Incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the registrant on January 5, 2016).
|
|
|
|
3.5
|
|
Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP dated as of June 6, 2016 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed by the registrant on June 8, 2016)
|
|
|
|
3.6
|
|
Amendment No. 5 to the First Amended and Restated Agreement of Limited Partnership of Sunoco LP (incorporated by reference to the current report on Form 8-K filed by the registrant on March 30, 2017)
|
|
|
|
10.1
|
|
Guarantee Agreement by and among Sunoco LP, Sunoco, LLC, 7-Eleven, Inc. and SEI Fuel Services, dated as of April 6, 2017 (incorporated by reference to the current report on Form 8-K filed by the registrant on April 6, 2017)
|
|
|
|
10.2
|
|
Series A Preferred Unit Purchase Agreement, by and between Sunoco LP and Energy Transfer Equity, L.P., dated as of March 30, 2017 (incorporated by reference to the current report on Form 8-K filed by the registrant on March 30, 2017)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
|
|
99.1
|
|
Information Related to ETC M-A Acquisition LLC
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
Suppliers
Supplier name | Ticker |
---|---|
Entergy Corporation | ETR |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|