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Organization and Principles of Consolidation | 9 Months Ended
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Sep. 30, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Principles of Consolidation | Organization and Principles of Consolidation The consolidated financial statements are composed of Susser Petroleum Partners LP (the "Partnership", "SUSP", "we", "us" or "our"), a publicly traded Delaware limited partnership, and its consolidated subsidiaries, which distribute motor fuels in Texas, New Mexico, Oklahoma and Louisiana. SUSP was formed in June 2012 by Susser Holdings Corporation (“SUSS” or the “Parent”) and its wholly owned subsidiary, Susser Petroleum Partners GP LLC, our general partner. On September 25, 2012, we completed our initial public offering (“IPO”) of 10,925,000 common units representing limited partner interests. The information presented in this Quarterly Report on Form 10-Q contains the unaudited consolidated financial results of Susser Petroleum Company LLC (“Predecessor” or "SPC"), our Predecessor for accounting purposes, for periods presented prior to September 25, 2012. In connection with the IPO and pursuant to the Contribution Agreement between the Partnership, the general partner, SUSS, Stripes LLC, Susser Holdings LLC and SPC (the "Contribution Agreement"), the following transactions occurred:
• | SUSS contributed to Susser Petroleum Operating Company LLC (“SPOC”) substantially all of its wholesale motor fuel distribution business, other than its motor fuel consignment business and transportation assets, which included:
•marketer, distributor and supply agreements, •fuel supply agreements to distribute motor fuel to convenience stores and other retail fuel outlets, •real property owned in fee and personal property, •leases and subleases under which it was a tenant, and •leases and subleases under which it was a landlord.
• | SPC contributed its membership interests in T&C Wholesale LLC to SPOC.
• | SPC contributed its interest in SPOC to the Partnership in exchange for 14,436 common units representing a 0.07% limited partner interest in the Partnership, 10,939,436 subordinated units representing a 50.0% limited partner interest in the Partnership and all of the incentive distribution rights of the Partnership.
All of the contributed Predecessor assets and liabilities were recorded at historical cost as this transaction was considered to be a reorganization of entities under common control. In September 2013, SUSS acquired Gainesville Fuel, Inc., a wholesale fuel and lubricants business that it subsequently contributed to SUSP ("GFI Contribution"). The contribution was accounted for as a transfer of net assets between entities under common control. Specifically, SUSP recognized the acquired assets and assumed liabilities at SUSS’ carrying value, including the preliminary estimated purchase accounting adjustments, as of the acquisition date. In connection with the contribution, SUSP obtained working capital of $9.2 million, property and equipment of $5.1 million, goodwill of $9.5 million, assumed certain indebtedness and other liabilities totaling $21.8 million , and issued 64,872 additional SUSP common units to SUSS. Following this transaction, SUSS owns 50.2% of the SUSP limited partner units, all of the incentive distribution rights and 100.0% of the general partner, which has a 0.0% noneconomic general partner interest in SUSP. SUSS is the primary beneficiary of our earnings and cash flows and therefore SUSS consolidates us into their financial results. The consolidated financial statements include the accounts of the Partnership and all of its subsidiaries. The Partnership operates in one operating segment, with primary operations conducted by the following consolidated wholly owned subsidiaries:
• | Susser Petroleum Operating Company LLC, a Delaware limited liability company, distributes motor fuel to SUSS' retail and consignment locations, as well as third party customers in Texas, New Mexico, Oklahoma and Louisiana.
• | T&C Wholesale LLC and Susser Energy Services LLC, both Texas limited liability companies, distribute motor fuels, propane and lubricating oils, primarily in Texas and Oklahoma.
• | Susser Petroleum Property Company LLC (“PropCo”), a Delaware limited liability company, formed to, among other things, own and lease convenience store properties.
All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The interim consolidated financial statements have been prepared from the accounting records of the Partnership and its subsidiaries, and all amounts at September 30, 2013 and for the three and nine months ended September 30, 2012 and September 30, 2013 are unaudited. Pursuant to Regulation S-X, certain information and note disclosures normally included in the annual financial statements have been condensed or omitted. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented and which are of a normal, recurring nature. The consolidated financial statements and notes included herein should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 29, 2013. Certain line items have been reclassified for presentation purposes. On the Consolidated Statements of Cash Flows, changes in notes receivable have been reclassified from a financing activity to an operating activity to better reflect the purpose of these notes receivable. Predecessor non-cash stock based compensation on the Consolidated Statements of Cash Flows, has been reclassified from changes in accounts receivable to non-cash stock based compensation to include all non-cash stock based compensation together and be consistent with Note 13.

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