CORPUS CHRISTI, Texas, May 7, 2014 /PRNewswire/ -- Susser Holdings Corporation (NYSE: SUSS) today
reported financial and operating results for the first quarter ended March 30, 2014. Results detailed below
include the results of Susser Petroleum Partners LP (NYSE: SUSP) unless otherwise noted.
Same-store merchandise sales increased 1.9 percent in the first quarter of 2014, versus growth of 4.2 percent in
the first quarter of 2013, which included the Easter holiday, whereas this year Easter falls in the second
quarter. Average retail gallons sold per store increased 2.0 percent (4.2% excluding the impact of the recently-
acquired Sac-N-Pac stores) compared with growth of 4.1 percent in the first quarter of last year. Retail net
merchandise margin was 33.9 percent, up from 33.1 percent in the prior-year's first quarter.
Retail fuel margin before credit card expense averaged 13.0 cents per gallon, versus 16.6 cents in the first
quarter of 2013. That compares to an average first quarter retail fuel margin of 11.2 cents per gallon over the
previous five years, calculated as if the 3-cent-per-gallon mark-up charged by Susser Petroleum Partners had
been in place for the entire period.
Net loss attributable to Susser Holdings was $1.8 million, or $0.09 per diluted share, versus a net loss of $0.2
million, or $0.01 per diluted share in the first quarter of 2013.
Adjusted EBITDA
totaled $29.0 million, down 8.8 percent from 2013, reflecting the impact of lower retail
fuel margins. Consolidated gross profit totaled $159.4 million, up 8.4 percent from a year ago, due to growth in
merchandise and gallons sold.
First quarter consolidated revenues totaled $1.7 billion, up 10.6 percent from a year earlier. The increase was
the result of an 11.7 percent increase in merchandise sales, a 5.1 percent increase in retail fuel sales and a 19.6
percent increase in wholesale fuel sales to third parties. The positive revenue impact of higher fuel volumes
sold was partially offset by lower per-gallon selling prices.
"Looking at our first quarter performance, we delivered solid same-store merchandise sales growth despite the
fact that Easter fell in the second quarter this year and we experienced unusually cooler, wetter weather patterns
during the quarter," said Sam L. Susser , Susser Chairman and Chief Executive Officer. "Average retail
gallons per store also grew a solid 2 percent year over year, or 4.2 percent if you exclude fuel sales from the 47
lower-volume Sac-N-Pac stores we acquired at the end of January. Adjusted EBITDA was lower year-over-
year due to lower retail fuel margins, although they still exceeded our average margin for the previous five
"Looking ahead, we are very positive about our ability to accelerate growth as a result of the merger agreement
we reached in late April with Dallas-based Energy Transfer Partners, L.P. This cash-and-units transaction will
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unlock significant additional value for our shareholders. When the sale of SUSS is complete - tentatively in the
third quarter of this year - ETP has announced plans to begin selling SUSS' convenience stores and ETP's
Sunoco convenience stores and wholesale fuel business to Susser Petroleum Partners through a series of drop
down transactions. The terms of these transactions will be subject to market conditions and to the approval of
SUSP's conflicts committee. We believe this positions SUSP for strong growth in the future, and SUSS
shareholders who opt to receive a portion of their buyout proceeds in the form of ETP common units will have
an opportunity to participate in SUSP's continued growth," Susser added.
New Convenience Store and Wholesale Business Update
Susser Holdings opened two new large-format Stripes convenience stores and acquired 47 Sac-N-Pac locations
during the first quarter. As of March 30, the Company operated a total of 629 convenience stores, of which
402 include a restaurant. Two additional stores were acquired so far in the second quarter, and 17 are currently
under construction. In addition to the purchase of the Sac-N-Pac locations, the Company expects to open a total
of 27 to 33 Stripes stores this year and continues to acquire additional land for future store development.
Twenty-seven new contracted sites were added in the wholesale segment in the first quarter, including 19
acquired in conjunction with the Sac-N-Pac/3W Warren Fuels acquisition, and two sites were discontinued for
a total of 616 contracted branded sites as of March 30, consisting of 99 consignment locations and 517 other
independent branded dealer locations. In 2014, in addition to the 19 acquired dealer sites, Susser currently
expects to add 28 to 45 new wholesale branded dealers and consignment sites.
Merger Agreement with Energy Transfer Partners, L.P
On April 28, Susser Holdings announced a definitive agreement to be acquired by Energy Transfer Partners,
L.P. (NYSE: ETP) in a unit and cash transaction valued at approximately $1.8 billion. SUSS shareholders will
have the option to receive $80.25 per share in cash, 1.4506 ETP units, or a combination of both, for each share
held - subject to proration to ensure that total cash and common units paid each represent 50 percent of the
transaction value. The sale is expected to close in the third quarter of this year, pending approval by Susser
Holdings shareholders and customary regulatory approvals.
Financing Update
Susser Holdings and Susser Petroleum Partners completed a sale leaseback transaction for seven new Stripes
locations in the first quarter and two additional stores in early May for a total cost of $36.5 million. Since the
initial public offering of units in Susser Petroleum Partners in September 2012, Susser has completed sale
leaseback transactions for a total of 42 newly built stores at a cumulative cost of approximately $169.6 million.
Also during the first quarter, SUSP fully repaid its $180.7 million term loan facility that was issued concurrent
with the IPO. Total consolidated debt at quarter-end was $506.8 million. Combined availability on our
revolving credit facilities, after borrowings and letter of credit commitments, was $384.3 million.
First Quarter Financial and Operating Highlights
Merchandise - Merchandise sales were $276.4 million in the first quarter of 2014, up 11.7 percent from a year
ago. Approximately $4.7 million of the increase came from stores that have been open a year or more, with the
remainder from 74 stores that were opened or acquired during the last four quarters. Same-store merchandise
sales rose 1.9 percent, versus an increase of 4.2 percent in the first quarter of last year. Sales from food service,
snacks and packaged drinks were the biggest drivers of sales growth.
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Net merchandise margin as a percentage of sales was 33.9 percent, up from 33.1 percent a year ago.
Merchandise gross profit totaled $93.8 million, up 14.6 percent from the first quarter of 2013. Gross profit
growth was led by a $9.0 million contribution from new stores and by a $2.3 million same-store increase from
food service.
RetailFuel - Retail fuel volumes increased 12.0 percent from a year ago to 250.3 million gallons. Average
gallons sold per store were approximately 31,700 gallons per week, an increase of 2.0 percent. Excluding the
recently acquired Sac-N-Pac stores, the year-over-year increase was 4.2 percent. Retail fuel revenues totaled
$822.9 million, up 5.1 percent from the first quarter of 2013, reflecting the increase in gallons sold, partly
offset by a 6.2 percent decline in the average selling price of motor fuel versus the first quarter of 2013.
Retail fuel gross margin averaged 13.0 cents per gallon, compared with 16.6 cents per gallon a year earlier.
After deducting credit card expense, net fuel margin was 7.5 cents per gallon, compared with 11.1 cents in the
prior-year period. Retail fuel gross profit was $32.5 million, down 12.1 percent from a year ago as a result of
the lower margin per gallon, partly offset by higher volumes sold.
WholesaleFuel - Susser's wholesale segment includes all of SUSP's operations as well as the consignment
sales and transportation business that were not contributed to SUSP in the 2012 IPO. Wholesale fuel volumes
sold to third parties — which includes all gallons except those distributed to Susser's retail stores — were up
26.9 percent versus the first quarter of 2013 to 186.1 million gallons. Wholesale fuel revenues increased 19.6
percent year-over-year to $543.7 million. This increase reflects the impact of higher volumes sold, partly offset
by an 18-cent-per-gallon sales price reduction compared with the first quarter of last year.
Wholesale fuel gross margin from third parties was 6.1 cents per gallon, up from 5.9 cents in the year-earlier
quarter. Wholesale fuel gross profit, including sales to Stripes and to Sac-N-Pac stores, increased by 23.1
percent year-over-year to $18.7 million. The gross profit increase was primarily the result of the increase in
gallons sold, including the impact of the Gainesville Fuel acquisition completed in September 2013, and a 3.4
percent increase in margin per gallon.
Adjusted EBITDA is a non-GAAP financial measure of performance that has limitations and should not be considered as a substitute for net income. Please
refer to the discussion and tables under "Key Operating Metrics" later in this news release for a discussion of our use of Adjusted EBITDA and Adjusted
EBITDAR, and a reconciliation to net income (loss) attributable to Susser Holdings Corporation for the periods presented.
First Quarter Earnings Conference Call
Susser's management team will hold a conference call today at 10:00 a.m. ET (9:00 a.m. CT) to discuss first
quarter 2014 results for both Susser Holdings Corporation and Susser Petroleum Partners LP. To participate in
the call, dial 480-629-9819 10 minutes early and ask for the Susser conference call. The call will also be
accessible live and for later replay via webcast in the Investor Relations section of Susser Holdings' web site at and Susser Petroleum Partners' web site at under Events
and Presentations. A telephone replay will be available through May 14 by calling 303-590-3030 and using the
access code 4680249#.
SusserHoldingsCorporation is a third-generation family led business based in Corpus Christi, Texas that
operates approximately 630 convenience stores in Texas, New Mexico and Oklahoma under the Stripes® and
Sac-N-Pac™ banners. Restaurant service is available in more than 400 of its stores, primarily under the
proprietary Laredo Taco Company® brand. Susser Holdings also is majority owner and owns the general
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partner of SusserPetroleumPartnersLP, which distributes approximately 1.6 billion gallons of motor fuel
annually to Stripes® stores, independently operated consignment locations, convenience stores and retail fuel
outlets operated by independent operators and other commercial customers in Texas, New Mexico, Oklahoma
and Louisiana.
Additional Information on the ETP Transaction
This communication does not constitute an offer to buy, or solicitation of an offer to sell, any securities of
Energy Transfer Partners, L.P. ("ETP") or Susser Holdings Corporation ("Susser"). Portions of this
communication relate to a proposed merger between ETP and Susser that will become the subject of a
registration statement, which will include a proxy statement/prospectus, to be filed with the U.S. Securities and
Exchange Commission (the "SEC") that will provide full details of the proposed merger and the attendant
benefits and risk. This communication is not a substitute for the proxy statement/prospectus or any other
document that ETP or Susser may file with the SEC or send to their shareholders in connection with the
Investors and stockholders will be able to obtain these materials (when they are available) and other documents
filed with the SEC free of charge at the SEC's website, In addition, copies of the registration
statement including the proxy statement/prospectus (when they become available) may be obtained free of
charge by accessing ETP's website at by clicking on the "Investor Relations" link, or
upon written request to Energy Transfer Partners, L.P., 3738 Oak Lawn Ave., Dallas, TX 75219, Attention:
Investor Relations, or from Susser by accessing Susser's website at or upon written request to
Susser Holdings Corporation, 4525 Ayers St., Corpus Christi, TX, 78415, Attention: Investor Relations.
Stockholders may also read and copy any reports, statements and other information filed by ETP or Susser with
the SEC, at the SEC public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC
at 1-800-SEC-0330 or visit the SEC's website for further information on its public reference room.
Participants in the Solicitation
ETP, Susser, and certain of their respective directors, executive officers and other members of management and
employees are considered to be participants in the solicitation of proxies from stockholders in respect of the
transaction under the rules of the SEC. Information regarding ETP's directors and executive officers is
available in its Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on
February 27, 2014. Information regarding Susser's directors and executive officers is available in its Annual
Report on Form 10-K for the year ended December 29, 2013 filed with the SEC on February 27, 2014, and in
its definitive proxy statement filed with the SEC on April 14, 2014 in connection with its 2014 annual meeting
of stockholders. Other information regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Investors should read the proxy statement/prospectus carefully when it becomes available before making any
voting or investment decisions.
Forward-Looking Statements
This news release contains "forward-looking statements" which may describe Susser's objectives, expected
results of operations, targets, plans, strategies, costs, anticipated capital expenditures, potential acquisitions,
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new store openings and/or new dealer locations, management's expectations, beliefs or goals regarding the
proposed transaction between Energy Transfer Partners, L.P. (ETP) and Susser, the expected timing of that
transaction and the future financial and/or operating impact of that transaction-including the anticipated
integration process and any related benefits, opportunities or synergies. These statements are based on current
plans, expectations and projections and involve a number of risks and uncertainties that could cause actual
results and events to vary materially, including but not limited to: competitive pressures from convenience
stores, gasoline stations, other non-traditional retailers located in our markets and other wholesale fuel
distributors; dangers inherent in storing and transporting motor fuel; pending or future consumer or other
litigation or adverse publicity concerning food quality, food safety or other health concerns related to our
restaurant facilities; inability to build or acquire and successfully integrate new stores; volatility in crude oil
and wholesale petroleum costs; increasing consumer preferences for alternative motor fuels, or improvements
in fuel efficiency; general economic, financial and political conditions; our dependence on our subsidiaries for
cash flow generation, including SUSP, and our exposure to the business risks of SUSP by virtue of our
controlling ownership interest; operational limitations imposed by our contractual arrangements with SUSP;
our ability to comply with federal and state regulations including those related to alcohol, tobacco and
environmental matters; wholesale cost increases of tobacco products or future legislation or campaigns to
discourage smoking; costs associated with employee healthcare requirements; compliance with, or changes in,
tax laws-including those impacting the tax treatment of SUSP; dependence on two principal suppliers for
merchandise; dependence on suppliers for credit terms; seasonality; dependence on senior management and the
ability to attract qualified employees; acts of war and terrorism; dependence on our information technology
systems; severe weather; severe or unfavorable weather conditions; cross-border risks associated with the
concentration of our stores in markets bordering Mexico; impairment of goodwill or indefinite lived assets;
Susser and ETP's ability to consummate the proposed transaction; the ability to obtain requisite regulatory or
shareholder approvals or to satisfy other conditions precedent to the consummation of the transaction;
successful development and execution of integration plans; ability to realize anticipated synergies or cost-
savings and the potential impact of the transaction on employee, supplier, customer and competitor
relationships; and other unforeseen factors.
For a full discussion of these and other risks and uncertainties, refer to the "Risk Factors" section of the
Company's most recently filed annual report on Form 10-K and subsequent quarterly filings. These forward-
looking statements are based on and include our estimates as of the date hereof. Subsequent events and market
developments could cause our estimates to change. While we may elect to update these forward-looking
statements at some point in the future, we specifically disclaim any obligation to do so, even if new information
becomes available, except as may be required by applicable law.
Contacts:Susser Holdings Corporation
Mary Sullivan, Chief Financial Officer
(361) 884-2463,
Dennard n Lascar Associates, LLC
Anne Pearson, Senior Vice President
(210) 408-6321,
Financial statements follow
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(dollars in thousands, except share and per share amounts)
Merchandise sales $ 247,478 $ 276,375
Motor fuel sales 1,237,573 1,366,577
Other income 13,376 14,663
Total revenues 1,498,427 1,657,615
Cost of sales:
Merchandise 165,645 182,563
Motor fuel 1,184,710 1,314,338
Other 1,034 1,271
Total cost of sales 1,351,389 1,498,172
Gross profit 147,038 159,443
Operating expenses:
Personnel 50,967 58,266
General and administrative 14,047 17,457
Other operating 40,047 46,093
Rent 11,740 11,826
Loss on disposal of assets and impairment charge 448 973
Depreciation, amortization and accretion 14,182 17,041
Total operating expenses 131,431 151,656
Income from operations 15,607 7,787
Other income (expense):
Interest expense, net (10,105) (3,172)
Other miscellaneous (78)
Total other expense, net (10,183) (3,172)
Income before income taxes 5,424 4,615
Income tax expense (1,548) (1,389)
Net loss and comprehensive income 3,876 3,226
Less: Net income and comprehensive income attributable to noncontrolling interest4,108 5,049
Net loss and comprehensive loss attributable to Susser Holdings Corporation $ (232) $ (1,823)
Net loss per share attributable to Susser Holdings Corporation:
Basic $ (0.01) $ (0.09)
Diluted $ (0.01) $ (0.09)
Weighted average shares outstanding:
Basic 21,068,222 21,350,760
Diluted 21,068,222 21,350,760
(in thousands, except
share amounts)
Current assets:
Cash and cash equivalents $22,461 $24,370
Accounts receivable, net of allowance for doubtful accounts of $480 at December 29, 2013 and $615 at March 30, 2014 139,146 185,147
Inventories, net 126,521 153,907
Other current assets 7,704 7,974
Total current assets 295,832 371,398
Property and equipment, net 736,860 847,718
Other assets:
Marketable securities 25,952
Goodwill 254,285 255,273
Intangible assets, net 41,984 45,897
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Other noncurrent assets 19,692 21,290
Total assets $1,374,605 $1,541,576
Current liabilities:
Accounts payable $189,587 $219,392
Accrued expenses and other current liabilities 64,571 65,924
Current maturities of long-term debt 535 539
Total current liabilities 254,693 285,855
Revolving lines of credit 345,460 502,780
Long-term debt 29,874 3,997
Deferred tax liability, long-term portion 77,119 76,454
Other noncurrent liabilities 41,949 41,940
Total liabilities 749,095 911,026
Commitments and contingencies:
Shareholders' equity:
Susser Holdings Corporation shareholders' equity:
Common stock, $.01 par value; 125,000,000 shares authorized; 21,634,618 issued and 21,439,944 outstanding at December 29, 2013;
21,656,202 issued and 21,649,256 outstanding as of March 30, 2014
214 216
Additional paid-in capital 285,376 287,852
Treasury stock, common shares, at cost; 194,674 as of December 29, 2013; 6,946 as of March 30, 2014 (5,378) (737)
Retained earnings 135,255 133,432
Total Susser Holdings Corporation shareholders' equity 415,467 420,763
Noncontrolling interest 210,043 209,787
Total shareholders' equity 625,510 630,550
Total liabilities and shareholders' equity $1,374,605 $1,541,576
The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:
(dollars and gallons in thousands, except motor fuel pricing and gross profit per gallon)
Merchandise sales $ 247,478 $ 276,375
Motor fuel—retail 782,979 822,924
Motor fuel—wholesale to third parties (3) 454,594 543,653
Other 13,376 14,663
Total revenue (3) $ 1,498,427 $ 1,657,615
Gross profit:
Merchandise $ 81,833 $ 93,812
Motor fuel—retail 37,011 32,544
Motor fuel—wholesale to third parties (2) 8,633 11,325
Motor fuel—wholesale to Stripes (2) 6,532 7,345
Other, including intercompany eliminations 13,029 14,417
Total gross profit $ 147,038 $ 159,443
Adjusted EBITDA (4):
Retail $ 21,885 $ 17,447
Wholesale 12,320 16,743
Other (2,409) (5,184)
Total Adjusted EBITDA $ 31,796 $ 29,006
Retail merchandise margin 33.1 % 33.9 %
Merchandise same-store sales growth (1) 4.2 % 1.9 %
Average per retail store per week:
Merchandise sales $ 34.1 $ 34.7
Motor fuel gallons sold 31.1 31.7
Motor fuel gallons sold:
Retail 223,477 250,270
Wholesale - third party 146,652 186,097
Average retail price of motor fuel per gallon $ 3.50 $ 3.29
Motor fuel gross profit cents per gallon:
Retail (2) 16.6 ¢ 13.0 ¢
Wholesale - third party (2) 5.9 ¢ 6.1 ¢
Retail credit card expense cents per gallon 5.5 ¢ 5.5 ¢
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(1) We include a store in the same store sales base in its thirteenth full month of our operation.
(2) The wholesale margin from third parties excludes sales and gross profit to the retail segment.
In the fourth quarter of 2013, the Company revised its presentation of fuel taxes on motor fuel sales at its consignment locations to present such fuel taxes
gross in motor fuel sales. Prior years' motor fuel sales have been adjusted to reflect this revision.
We define EBITDA as net income (loss) attributable to Susser Holdings Corporation before net interest expense, income taxes, net income attributable to
noncontrolling interest and depreciation, amortization and accretion. Adjusted EBITDA further adjusts EBITDA by excluding non-cash stock-based
compensation expense and certain other operating expenses that are reflected in our net income that we do not believe are indicative of our ongoing core
operations, such as significant non-recurring transaction expenses and the gain or loss on disposal of assets and impairment charges. Adjusted EBITDAR
adds back rent to Adjusted EBITDA. In addition, those expenses that we have excluded from our presentation of Adjusted EBITDA and Adjusted EBITDAR
are also excluded in measuring our covenants under our revolving credit facility and indenture governing our debt agreements and indentures. EBITDA,
Adjusted EBITDA and Adjusted EBITDAR are not presented in accordance with GAAP.
We believe EBITDA, Adjusted EBITDA and Adjusted EBITDAR are useful to investors in evaluating our operating performance because:
securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities;
they facilitate management's ability to measure the operating performance of our business on a consistent basis by excluding the impact of items not
directly resulting from our retail convenience stores and wholesale motor fuel distribution operations;
they are used by our management for internal planning purposes, including aspects of our consolidated operating budget, capital expenditures, as well as for
segment and individual site operating targets; and
they are used by our Board and management for determining certain management compensation targets and thresholds.
EBITDA, Adjusted EBITDA and Adjusted EBITDAR are not recognized terms under GAAP and do not purport to be alternatives to net income (loss) as
measures of operating performance. EBITDA, Adjusted EBITDA and Adjusted EBITDAR have limitations as analytical tools, and you should not consider them
in isolation or as substitutes for analysis of our results as reported under GAAP. Some of these limitations include:
they do not reflect our 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 significant interest expense, or the cash requirements necessary to service interest or principal payments on our existing revolving credit
facilities or existing notes;
they do not reflect payments made or future requirements for income taxes;
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, Adjusted EBITDA and Adjusted EBITDAR do not reflect cash requirements for such replacements; and
because not all companies use identical calculations, our presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR may not be comparable to
similarly titled measures of other companies.
The following tables present a reconciliation of net income (loss) attributable to Susser Holdings Corporation to EBITDA, Adjusted EBITDA and Adjusted
(in thousands)
Net loss attributable to Susser Holdings Corporation $ (232) $ (1,823)
Net income attributable to noncontrolling interest 4,108 5,049
Depreciation, amortization and accretion 14,182 17,041
Interest expense, net 10,105 3,172
Income tax expense 1,548 1,389
EBITDA 29,711 24,828
Non-cash stock based compensation 1,559 3,205
Loss on disposal of assets and impairment charge 448 973
Other miscellaneous expense 78
Adjusted EBITDA 31,796 29,006
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Rent 11,740 11,826
Adjusted EBITDAR $ 43,536 $ 40,832
SOURCE Susser Holdings Corporation
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