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Initial Public Offering | 9 Months Ended
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Sep. 30, 2012
Initial Public Offering [Abstract] |
Initial Public Offering Disclosure | Initial Public Offering On September 20, 2012, the Partnership’s public common units began trading on the New York Stock Exchange under the symbol “SUSP”. On September 25, 2012, we completed the IPO of 10,925,000 common units at a price of $20.50 per unit, which included a 1,425,000 unit over-allotment option that was exercised by the underwriters. All of our net property and equipment was contributed by SUSS and its subsidiaries in exchange for:
• | 14,436 common units and 10,939,436 subordinated units, representing an aggregate 50.1% limited partner interest in SUSP;
• | All of the incentive distribution rights (as discussed in SUSP's partnership agreement); and
• | An aggregate cash distribution of $206.0 million.
We received net proceeds of $206.0 million from the sale of 10,925,000 units, net of related offering expenses. Additionally, we entered into a term loan and security agreement (“SUSP Term Loan”) in which we borrowed $180.7 million and a $250.0 million revolving credit agreement (“SUSP Revolver”), which are guaranteed by SUSS in a maximum aggregate amount of $180.7 million. See Note 8 for additional information regarding our credit and term loan facilities. The following table is a reconciliation of cash proceeds from the IPO (in millions):
Gross proceeds |  | $ | 224 |
Less: Underwriting and structuring fees and other offering expenses |  | (18 | )
Proceeds from the IPO, net of offering costs |  | 206 |
Reimbursement to SUSS for capital expenditures during prior 24 months |  | (25 | )
Investment in marketable securities |  | (181 | )
Net use of IPO proceeds |  | $ | (206 | )
Term loan proceeds |  | $ | 181 |
Proceeds of term loan distributed to SUSS |  | $ | (181 | )
The following is a summary of net income for the three and nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:
| Susser Petroleum Company LLC Predecessor |  | Susser Petroleum Partners LP |  | Three Months Ended September 30, 2012
| Through September 24, 2012 |  | From September 25, 2012 |  |
| (in thousands)
Revenues | $ | 1,039,257 |  |  | $ | 70,359 |  |  | $ | 1,109,616 |
Cost of sales | 1,027,325 |  |  | 69,462 |  |  | 1,096,787 |
Gross profit | 11,932 |  |  | 897 |  |  | 12,829 |
Total operating expenses | 7,064 |  |  | 295 |  |  | 7,359 |
Income from operations | 4,868 |  |  | 602 |  |  | 5,470 |
Interest expense, net | (89 | ) |  | (24 | ) |  | (113 | )
Income before income taxes | 4,779 |  |  | 578 |  |  | 5,357 |
Income tax expense | (1,735 | ) |  | (4 | ) |  | (1,739 | )
Net income | $ | 3,044 |  |  | $ | 574 |  |  | $ | 3,618 |
| Susser Petroleum Company LLC Predecessor |  | Susser Petroleum Partners LP |  | Nine Months Ended September 30, 2012
| Through September 24, 2012 |  | From September 25, 2012 |  |
| (in thousands)
Revenues | $ | 3,198,422 |  |  | $ | 70,359 |  |  | $ | 3,268,781 |
Cost of sales | 3,162,428 |  |  | 69,462 |  |  | 3,231,890 |
Gross profit | 35,994 |  |  | 897 |  |  | 36,891 |
Total operating expenses | 22,496 |  |  | 295 |  |  | 22,791 |
Income from operations | 13,498 |  |  | 602 |  |  | 14,100 |
Interest expense, net | (269 | ) |  | (24 | ) |  | (293 | )
Income before income taxes | 13,229 |  |  | 578 |  |  | 13,807 |
Income tax expense | (4,809 | ) |  | (4 | ) |  | (4,813 | )
Net income | $ | 8,420 |  |  | $ | 574 |  |  | $ | 8,994 |
The following is a summary of cash flow for the nine months ended September 30, 2012 disaggregated between Predecessor and the Partnership:
| Susser Petroleum Company LLC Predecessor |  | Susser Petroleum Partners LP |  | Nine Months Ended September 30, 2012
| Through September 24, 2012 |  | From September 25, 2012 |  |
| (in thousands)
Cash flows from operating activities: |  |  |  |  |
Net cash provided by operating activities | $ | 9,151 |  |  | $ | 16,761 |  |  | $ | 25,912 |
Cash flows from investing activities: |  |  |  |  |
Purchase of intangibles and capital expenditures | (9,806 | ) |  | (48 | ) |  | (9,854 | )
Purchase of short-term investments | — |  |  | (259,654 | ) |  | (259,654 | )
Redemption of short-term investments | — |  |  | 78,976 |  |  | 78,976 |
Proceeds from disposal of property and equipment | 754 |  |  | — |  |  | 754 |
Net cash used in investing activities | (9,052 | ) |  | (180,726 | ) |  | (189,778 | )
Cash flows from financing activities: |  |  |  |  |
Change in notes receivable | 32 |  |  | — |  |  | 32 |
Proceeds from issuance of long-term debt | — |  |  | 180,666 |  |  | 180,666 |
Loan origination costs |  |  | (1,891 | ) |  | (1,891 | )
Proceeds from issuance of common units, net of offering costs | — |  |  | 206,030 |  |  | 206,030 |
Distributions to Parent | — |  |  | (206,030 | ) |  | (206,030 | )
Predecessor cash retained by Parent | (354 | ) |  | — |  |  | (354 | )
Payments on long-term debt | (17 | ) |  | — |  |  | (17 | )
Net cash provided by (used in) financing activities | (339 | ) |  | 178,775 |  |  | 178,436 |
Net increase (decrease) in cash | (240 | ) |  | 14,810 |  |  | 14,570 |
Cash and cash equivalents at beginning of year | 240 |  |  | — |  |  | 240 |
Cash and cash equivalents at end of period | $ | — |  |  | $ | 14,810 |  |  | $ | 14,810 |

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