Sunoco LP Announces Second Quarter Financial and Operating Results

DALLAS, Aug. 8, 2017 /PRNewswire/ --

    --  Executed definitive agreement to divest a majority of company-operated
        convenience stores to 7-Eleven, Inc. and launched sales process for
        remaining company-operated convenience stores in North and West Texas,
        New Mexico and Oklahoma
        --  Results of the retail divestitures are presented in discontinued
            operations
    --  Maintained quarterly distribution of 82.55 cents and reported current
        quarter cash coverage of 1.53 times
    --  Generated Net Loss of $222 million, Adjusted EBITDA((1)) of $220 million
        and Distributable Cash Flow((1)), as adjusted, of $158 million

Sunoco LP (NYSE: SUN) ("SUN" or the "Partnership") today announced financial and operating results for the three-month period ended June 30, 2017.

Revenue totaled $2.4 billion, an increase of 13.0 percent, compared to $2.1 billion in the second quarter of 2016. The increase was the result of the average wholesale selling price of fuel being 14 cents per gallon higher than last year and additional wholesale gallons sold.

Total gross profit declined to $165 million, compared to $227 million in the second quarter of 2016, as a result of lower wholesale motor fuel gross profits.

Income from continuing operations was $34 million, versus $57 million in the second quarter of 2016. General and administrative expenses increased $4 million from the second quarter of 2016 to $40 million driven by transaction-related expenses. Other operating expenses decreased $1 million from the second quarter of 2016 to $46 million.

Loss from discontinued operations, net of income taxes, was $256 million including a $320 million charge related to assets held for sale, versus income from discontinued operations, net of income taxes, of $15 million in the second quarter of 2016.

Net loss was $222 million, or ($2.53) per diluted unit, versus $72 million, or $0.53 per diluted unit, in the second quarter of 2016.

Adjusted EBITDA for the quarter totaled $220 million, compared with $164 million in the second quarter of 2016. The favorable year-over-year comparison reflects increased motor fuel gross profit cents per gallon and increased gallons sold.

Distributable Cash Flow, as adjusted, was $158 million, compared to $92 million a year ago. This year over year increase reflects higher Adjusted EBITDA and decreased maintenance capital spend partly offset by increased cash interest expense.

On a weighted-average basis, fuel margin for all gallons sold was 16.2 cents per gallon, compared to 13.8 cents per gallon in the second quarter of 2016. The 2.4 cents per gallon increase was primarily attributable to higher margins in both the retail and wholesale segments.

Net income for the wholesale segment was $5 million compared to $86 million a year ago due to the impact of inventory valuation adjustments. Adjusted EBITDA was $93 million, versus $80 million in the second quarter of last year. Total wholesale gallons sold were 1,374 million, compared to 1,316 million in the second quarter of 2016, an increase of 4.4 percent as a result of growth in the Southwest geography and contribution from the Emerge acquisition. This includes gallons sold to consignment stores and third-party customers, including independent dealers, fuel distributors and commercial customers. The Partnership earned 10.1 cents per gallon on these volumes, compared to 8.8 cents per gallon a year earlier.

Net loss for the retail segment was $227 million compared to a net loss of $14 million a year ago primarily due to a $320 million charge related to assets held for sale. Adjusted EBITDA was $127 million, versus $84 million in the second quarter of last year. Total retail gallons sold increased by 1.4 percent to 650 million gallons as a result of the increased gallons sold across SUN's operating geography. The Partnership earned 29.2 cents per gallon on these volumes, compared to 24.0 cents per gallon a year earlier.

Total merchandise sales increased by 5.4 percent from a year ago to $608 million((2)), reflecting the contribution from third party acquisitions and new-to-industry locations opened during the last 12 months. Merchandise sales contributed $196 million of gross profit((3)) with a retail merchandise margin of 32.1 percent, a decrease of 0.4 percentage points from the second quarter of 2016.

Same-store merchandise sales increased by 1.0 percent during the second quarter, reflecting growth across all of SUN's convenience store offerings. Same-store gallons decreased by 2.1 percent as a result of weakness throughout SUN's retail geography, particularly on the East Coast partly offset by increased same-store gallons sold in Hawaii. In the Texas oil producing regions, same-store merchandise sales increased by 8.5 percent, and same-store gallons increased 8.7 percent.

As of June 30, 2017, SUN operated 1,353 convenience stores and retail fuel outlets along the East Coast, in the Southwest and in Hawaii. Third party wholesale customers and sites totaled 7,937.

SUN's other recent accomplishments include the following:

    --  On April 6, SUN announced the planned divestitur­e of company-operated
        convenience stores in the continental United States.
        --  SUN entered into a definitive asset purchase agreement for the sale
            of a majority of its company-operated convenience stores to
            7-Eleven, Inc. Total consideration in the transaction is $3.3
            billion in cash plus fuel, merchandise and other inventories.
        --  As part of the transaction, SUN will enter into a 15-year
            take-or-pay fuel supply agreement with a 7-Eleven, Inc. subsidiary
            under which SUN will supply approximately 2.2 billion gallons of
            fuel annually.
    --  Also on April 6, SUN retained JP Morgan Securities, LLC to manage the
        marketing process for the remaining approximately 200 company-operated
        convenience stores in North and West Texas, New Mexico and Oklahoma in a
        separate process.

SUN's segment results and other supplementary data are provided after the financial tables below.

Distribution

On July 26, 2017 the Board of Directors of SUN's general partner declared a distribution for the second quarter of 2017 of $0.8255 per unit, which corresponds to $3.3020 per unit on an annualized basis. The distribution will be paid on August 15 to unitholders of record on August 7.

SUN's distribution coverage ratio for the second quarter was 1.53 times. The distribution coverage ratio on a trailing 12-month basis was 1.03 times.

Liquidity

At June 30, SUN had borrowings against its revolving line of credit of $825 million and other long-term debt of $3.6 billion. Availability on the revolving credit facility after borrowings and letters of credit commitments was $655 million. In the second quarter of 2017, SUN did not issue any common units through its at-the-market equity program. The leverage ratio of debt to Adjusted EBITDA, calculated in accordance with SUN's credit agreements, including the revolving credit facility and Term Loan A, was 5.97 times at the end of the second quarter.


    (1)              Adjusted EBITDA and Distributable Cash
                     Flow, as adjusted, are non-GAAP
                     financial measures of performance
                     that have limitations and should not
                     be considered as a substitute for net
                     income. Please refer to the
                     discussion and tables under
                     "Reconciliations of Non-GAAP
                     Measures" later in this news release
                     for a discussion of our use of
                     Adjusted EBITDA and Distributable
                     Cash Flow, as adjusted, and a
                     reconciliation to net income.

    (2)              Includes $590 million in merchandise
                     sales from discontinued operations.

    (3)              Includes $191 million in merchandise
                     gross profit from discontinued
                     operations.

Earnings Conference Call

Sunoco LP management will hold a conference call on Wednesday, August 9, at 9:30 a.m. CT (10:30 a.m. ET) to discuss second quarter results and recent developments. To participate, dial 201-389-0877 approximately 10 minutes early and ask for the Sunoco LP conference call. The call will also be accessible live and for later replay via webcast in the Investor Relations section of Sunoco's website at www.SunocoLP.com under Events and Presentations.

Sunoco LP (NYSE: SUN) is a master limited partnership that operates 1,353 convenience stores and retail fuel sites and distributes motor fuel to 7,937 convenience stores, independent dealers, commercial customers and distributors located in 30 states. Our parent -- Energy Transfer Equity, L.P. (NYSE: ETE) -- owns SUN's general partner and incentive distribution rights.

Forward-Looking Statements

This press release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. An extensive list of factors that can affect future results are discussed in the Partnership's Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

The information contained in this press release is available on our website at www.SunocoLP.com

Qualified Notice

This release is intended to be a qualified notice under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat 100 percent of Sunoco LP's distributions to non-U.S. investors as being attributable to income that is effectively connected with a United States trade or business. Accordingly, Sunoco LP's distributions to non-U.S. investors are subject to federal income tax withholding at the highest applicable effective tax rate.

Contacts

Investors:

Scott Grischow, Senior Director - Investor Relations and Treasury
(214) 840-5660, scott.grischow@sunoco.com

Derek Rabe, Senior Analyst - Investor Relations and Finance
(214) 840-5553, derek.rabe@sunoco.com

Media:

Alyson Gomez, Director - Communications
(469) 646-1758, alyson.gomez@sunoco.com

Jeamy Molina, Senior Manager - PR & Communications
(469) 646-1776, jeamy.molina@sunoco.com

- Financial Schedules Follow -


                                                    SUNOCO LP

                                           CONSOLIDATED BALANCE SHEETS

                                                   (unaudited)


                                                       June 30,              December 31,
                                                            2017                      2016
                                                            ----                      ----

                                                             (in millions, except units)

    Assets

    Current assets:

    Cash and cash equivalents                                          $97                           $99

    Accounts receivable, net                                 398                              539

    Receivables from affiliates                              148                                3

    Inventories, net                                         356                              385

    Other current assets                                      91                               72

    Assets held for sale                                   4,194                              291
                                                           -----                              ---

    Total current assets                                   5,284                            1,389

    Property and equipment, net                            1,155                            1,188

    Other assets:

    Goodwill                                               1,032                            1,050

    Intangible assets, net                                   786                              752

    Other noncurrent assets                                   54                               64

    Assets held for sale                                       -                           4,258
                                                             ---                           -----

    Total assets                                                    $8,311                        $8,701
                                                                    ======                        ======

    Liabilities and equity

    Current liabilities:

    Accounts payable                                                  $461                          $616

    Accounts payable to affiliates                           169                              109

    Advances from affiliates                                  86                               87

    Accrued expenses and other current
     liabilities                                             352                              372

    Current maturities of long-term
     debt                                                      5                                5

    Liabilities associated with assets
     held for sale                                            68                                -
                                                             ---                              ---

    Total current liabilities                              1,141                            1,189

    Revolving line of credit                                 825                            1,000

    Long-term debt, net                                    3,537                            3,509

    Deferred tax liability                                   601                              643

    Other noncurrent liabilities                             106                               96

    Liabilities associated with assets
     held for sale                                             -                              68
                                                             ---                             ---

    Total liabilities                                      6,210                            6,505
                                                                                           -----

    Commitments and contingencies (Note
     13)

    Equity:

    Limited partners:

    Series A Preferred unitholder -
     affiliated                                              300                                -
       (12,000,000 units issued and
        outstanding as of June 30, 2017
        and
        no units issued and outstanding as
         of December 31, 2016)

    Common unitholders - public                            1,291                            1,467
       (53,718,058 units issued and
        outstanding as of June 30, 2017
        and
        52,430,220 units issued and
         outstanding as of December 31,
         2016)

    Common unitholders - affiliated                          510                              729
       (45,750,826 units issued and
        outstanding as of June 30, 2017
        and
         December 31, 2016)

    Class C unitholders -held by
     subsidiary                                                -                               -
       (16,410,780 units issued and
        outstanding as of June 30, 2017
        and
         December 31, 2016)


    Total equity                                           2,101                            2,196

    Total liabilities and equity                                    $8,311                        $8,701
                                                                    ======                        ======


                                                                                                 SUNOCO LP

                                                                       CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                                                                                                (unaudited)


                                                     For the Three Months Ended                        For the Six Months Ended
                                                              June 30,                                         June 30,

                                                       2017                    2016                       2017                     2016
                                                       ----                    ----                       ----                     ----

                                                                   (in millions, except unit and per unit amounts)

    Revenues:

    Retail motor fuel                                              $39                                               $46                      $77      $91

    Wholesale motor fuel sales
     to third parties                                 2,281                                1,997                                 4,525       3,493

    Wholesale motor fuel sales
     to affiliates                                        6                                   10                                    28          17

    Merchandise                                          18                                   17                                    34          33

    Rental income                                        22                                   22                                    44          43

    Other                                                34                                   31                                    67          74
                                                        ---                                  ---                                   ---         ---

    Total revenues                                    2,400                                2,123                                 4,775       3,751

    Cost of sales:

    Retail motor fuel cost of
     sales                                               33                                   43                                    66          83

    Wholesale motor fuel cost of
     sales                                            2,185                                1,839                                 4,328       3,205

    Merchandise cost of sales                            13                                   12                                    24          23

    Other                                                 4                                    2                                     8           4
                                                        ---                                  ---                                   ---         ---

    Total cost of sales                               2,235                                1,896                                 4,426       3,315

    Gross profit                                        165                                  227                                   349         436

    Operating expenses:

    General and administrative                           40                                   36                                    72          83

    Other operating                                      46                                   47                                    95          85

    Rent                                                 12                                   12                                    25          24

    Loss (gain) on disposal of
     assets                                               3                                    -                                    4         (1)

    Depreciation, amortization
     and accretion                                       33                                   28                                    63          54
                                                        ---                                  ---                                   ---         ---

    Total operating expenses                            134                                  123                                   259         245
                                                        ---                                  ---                                   ---         ---

    Operating income                                     31                                  104                                    90         191

    Interest expense, net                                54                                   44                                   111          64
                                                        ---                                  ---                                   ---         ---

    Income from continuing
     operations before income
     taxes                                             (23)                                  60                                  (21)        127

    Income tax expense (benefit)                       (57)                                   3                                  (70)          5
                                                        ---                                  ---                                   ---         ---

    Income from continuing
     operations                                          34                                   57                                    49         122

    Income (loss) from
     discontinued operations,
     net of income taxes                              (256)                                  15                                 (270)         12
                                                       ----                                  ---                                  ----         ---

    Net income (loss) and
     comprehensive income (loss)                                $(222)                                              $72                   $(221)    $134
                                                                 =====                                               ===                    =====     ====

    Net income (loss) per limited partner unit -
     basic:

    Continuing operations -
     common units                                                $0.04                                             $0.38                  $(0.05)   $0.88

    Discontinued operations -
     common units                                    (2.56)                                0.15                                (2.72)       0.13
                                                      -----                                 ----                                 -----        ----

    Net income (loss) -common
     units                                                     $(2.52)                                            $0.53                  $(2.77)   $1.01

    Net income (loss) per limited partner unit -
     diluted:

    Continuing operations -
     common units                                                $0.03                                             $0.38                  $(0.05)   $0.88

    Discontinued operations -
     common units                                    (2.56)                                0.15                                (2.72)       0.13
                                                      -----                                 ----                                 -----        ----

    Net income (loss) -common
     units                                                     $(2.53)                                            $0.53                  $(2.77)   $1.01

    Weighted average limited partner units
     outstanding:

    Common units -public
     (basic)                                     53,715,598                           49,588,960                            53,289,557  49,588,960

    Common units -public
     (diluted)                                   54,149,181                           49,644,916                            53,555,219  49,644,916

    Common units -affiliated
     (basic and diluted)                         45,750,826                           45,750,826                            45,750,826  41,807,600


    Cash distribution per unit                                 $0.8255                                           $0.8255                  $1.6510  $1.6428

Key Operating Metrics

The following information is intended to provide investors with a reasonable basis for assessing our historical operations but should not serve as the only criteria for predicting our future performance. We operate our business in two primary operating divisions, wholesale and retail, both of which are included as reportable segments.

Key operating metrics set forth below are presented as of and for the three months ended June 30, 2017 and 2016 and have been derived from our historical consolidated financial statements.

The accompanying footnotes to the following two key operating metrics tables can be found immediately preceding our capital spending discussion.


                                                                                    For the Three Months Ended June 30,

                                                                                   2017                                                              2016

                             Wholesale                               Retail                       Total                           Wholesale Retail                  Total
                             ---------                               ------                       -----                           --------- ------                  -----

                           (dollars and gallons in millions, except motor fuel gross profit per gallon)

    Revenues:

    Retail motor fuel                 $                       -                                                  $39                             $39                                       $       -              $46    $46

    Wholesale motor fuel
     sales to third
     parties                      2,281                                                    -                               2,281                             1,997                          -           1,997

    Wholesale motor fuel
     sale to affiliates               6                                                    -                                   6                                10                          -              10

    Merchandise                       -                                                  18                                   18                                 -                        17               17

    Rental income                    19                                                    3                                   22                                19                          3               22

    Other                            12                                                   22                                   34                                 6                         25               31

    Total revenues                                       $2,318                                                   $82                          $2,400                                          $2,032               $91 $2,123

    Gross profit:

    Retail motor fuel                 $                       -                                                   $6                              $6                                       $       -               $3     $3

    Wholesale motor fuel            102                                                    -                                 102                               168                          -             168

    Merchandise                       -                                                   5                                    5                                 -                         5                5

    Rental and other                 27                                                   25                                   52                                24                         27               51
                                    ---                                                                                      ---                               ---                        ---              ---

    Total gross profit                                     $129                                                   $36                            $165                                            $192               $35   $227

    Net income (loss) and
     comprehensive income
     (loss) from
     continuing operations            5                                                   29                                   34                                86                       (29)              57

    Net income (loss) and
     comprehensive income
     (loss) from
     discontinued
     operations                       -                                               (256)                               (256)                                -                        15               15
                                    ---                                                ----                                 ----                               ---                       ---              ---

    Net income (loss) and
     comprehensive income
     (loss)                                                  $5                                                $(227)                         $(222)                                            $86             $(14)   $72

    Adjusted EBITDA (2)                                     $93                                                  $127                            $220                                             $80               $84   $164

    Distributable cash
     flow, as adjusted (2)                                                                                      $158                                                                            $92

    Operating Data:

    Total motor fuel
     gallons sold:

    Retail (3)                                                            650                                     650                                                      641                    641

    Wholesale (3)                 1,374                                                                         1,374                           1,316                                           1,316

    Motor fuel gross
     profit cents per
     gallon (1):

    Retail (3)                                                           29.2    ¢                               29.2   ¢                                                 24.0 ¢                 24.0 ¢

    Wholesale (3)                  10.1    ¢                                                                     10.1   ¢                         8.8    ¢                                        8.8 ¢

    Volume-weighted
     average for all
     gallons (3)                                                                                      16.2    ¢                                                                  13.8 ¢

    Retail merchandise
     margin (3)                                                         32.1%                                                                              32.5%

The following table presents a reconciliation of net income to EBITDA, Adjusted EBITDA and distributable cash flow for the three months ended June 30, 2017 and 2016:


                                                              For the Three Months Ended June 30,

                                                              2017                                                   2016

                                 Wholesale      Retail          Total                           Wholesale Retail          Total
                                 ---------      ------          -----                           --------- ------          -----

                                                                         (in millions)

    Net income (loss) and
     comprehensive income (loss)             $5                             $(227)                          $(222)                          $86          $(14)   $72

    Depreciation, amortization
     and accretion (3)                   37                 2                                39                        18               61            79

    Interest expense, net (3)            14                44                                58                        17               34            51

    Income tax expense (benefit)
     (3)                               (1)             (22)                             (23)                        -               1             1
                                        ---               ---                               ---                       ---             ---           ---

    EBITDA                                  $55                             $(203)                          $(148)                         $121            $82   $203

    Non-cash compensation
     expense (3)                          1                 4                                 5                         2                1             3

    Loss on disposal of assets
     and impairment charge (3)            2               324                               326                         -               2             2

    Unrealized gain on commodity
     derivatives (3)                      5                 -                                5                         6                -            6

    Inventory adjustments (3)            30                 2                                32                      (49)             (1)         (50)
                                        ---               ---                               ---                       ---              ---           ---

    Adjusted EBITDA                         $93                               $127                             $220                           $80            $84   $164

    Cash interest expense (3)                                        53                                                          48

    Income tax expense (current)
     (3)                                                             2                                                           -

    Maintenance capital
     expenditures (3)                                                 7                                                          24

    Distributable cash flow                                                  $158                                                           $92

    Transaction-related
     expenses (3)                                                     8                                                           -

    Series A Preferred
     distribution                                                   (8)                                                          -
                                                                    ---                                                         ---

    Distributable cash flow, as
     adjusted                                                                $158                                                           $92
                                                                             ====                                                           ===


    _______________________________

             (1)    Excludes the impact of inventory fair value adjustments consistent with
                     the definition of Adjusted EBITDA.

             (2)    EBITDA is defined as earnings before net interest expense, income
                     taxes, depreciation, amortization and accretion expense. Adjusted
                     EBITDA further adjusts EBITDA to reflect certain other non-recurring
                     and non-cash items. We define Adjusted EBITDA to also include
                     adjustments for unrealized gains and losses on commodity derivatives
                     and inventory fair value adjustments. We define distributable cash
                     flow as Adjusted EBITDA less cash interest expense, including the
                     accrual of interest expense related to our long-term debt that is
                     paid on a semi-annual basis, Series A Preferred distribution, current
                     income tax expense, maintenance capital expenditures, and other non-
                     cash adjustments. Further adjustments are made to distributable cash
                     flow for certain transaction-related and non-recurring expenses that
                     are included in net income.

    We believe EBITDA, Adjusted EBITDA and distributable cash flow are
     useful to investors in evaluating our operating performance
     because:

     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

    EBITDA, Adjusted EBITDA and distributable cash flow are not
     recognized terms under GAAP and do not purport to be alternatives
     to net income (loss) as measures of operating performance or to
     cash flows from operating activities as a measure of liquidity.
     EBITDA, Adjusted EBITDA and distributable cash flow have
     limitations as analytical tools, and one 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 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

             (3)   Includes amounts from discontinued operations.

Capital Spending

SUN's gross capital expenditures for the second quarter were $33 million, which included $26 million for growth capital and $7 million for maintenance capital.

Excluding acquisitions, SUN expects to spend approximately $150 million on growth capital and approximately $80 million on maintenance capital for the full year 2017.

Growth capital spending includes the rebuilding of locations SUN is operating on the Indiana Toll Road.

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SOURCE Sunoco LP