8-K
Sunoco LP (SUN)
View as plain text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
May 4, 2022
Date of Report (Date of earliest event reported)
SUNOCO LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-35653 | 30-0740483 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 8111 Westchester Drive, Suite 400 | |||
| --- | --- | --- | --- |
| Dallas | , | Texas | 75225 |
| (Address of principal executive offices, including zip code) |
(214) 981-0700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Units Representing Limited Partner Interests | SUN | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The following information is furnished under Item 2.02, “Results of Operations and Financial Condition.” This information, including the information contained in Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 4, 2022, Sunoco LP issued a news release announcing its results for the first fiscal quarter ended March 31, 2022 and providing access information for an investor conference call to discuss those results. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 2.02. The conference call will be available for replay approximately 365 days following the date of the call at www.SunocoLP.com.
Item 7.01. Regulation FD Disclosure.
On May 4, 2022, Sunoco LP issued a press release to announce first quarter 2022 financial and operating results and to update 2022 guidance to include a recently completed transmix processing and terminal acquisition. A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
| Exhibit Number | Exhibit Description |
|---|---|
| 99.1 | Press Release of Sunoco LP, dated May 4, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOCO LP | ||
|---|---|---|
| By: | Sunoco GP LLC, its general partner | |
| Date: May 4, 2022 | By: | /s/ Rick Raymer |
| Rick Raymer | ||
| Vice President, Controller and Principal Accounting Officer |
Document
Exhibit 99.1
| News Release |
|---|
Sunoco LP Announces First Quarter 2022 Financial and Operating Results and Updates 2022 Guidance
•Reports strong first quarter results including net income of $216 million, Adjusted EBITDA(1) of $191 million and Distributable Cash Flow, as adjusted(1) of $142 million
•Increases full year 2022 Adjusted EBITDA(1)(2) guidance to between $795 and $835 million to include recently completed transmix processing and terminal acquisition in Huntington, Indiana
•Commenced commercial operations of greenfield terminal in Brownsville, Texas
•Amended and extended $1.5 billion revolving credit facility
DALLAS, May 4, 2022 - Sunoco LP (NYSE: SUN) (“SUN” or the “Partnership”) today reported financial and operating results for the three-month period ended March 31, 2022.
Financial and Operational Highlights
For the three months ended March 31, 2022, net income was $216 million versus $154 million in the first quarter of 2021.
Adjusted EBITDA(1) for the quarter was $191 million compared with $157 million in the first quarter of 2021. The increase in Adjusted EBITDA(1) reflects higher reported fuel margins and volume, the acquisition of nine refined products terminals during the fourth quarter of 2021, partially offset by higher operating expenses(3).
Distributable Cash Flow, as adjusted(1), for the quarter was $142 million, compared to $108 million a year ago.
The Partnership sold approximately 1.8 billion gallons of fuel in the first quarter of 2022, representing a 1% increase from the first quarter of 2021. Fuel margin for all gallons sold was 12.4 cents per gallon for the quarter compared to 10.3 cents per gallon a year ago.
Recent Accomplishments
•Completed the acquisition of a transmix processing and terminal facility in Huntington, Indiana from Gladieux Capital Partners, LLC for $190 million plus working capital adjustments. The facility is the largest transmix plant in North America with onsite product storage. The Partnership expects the acquisition to be accretive to unitholders in the first year of ownership and further expand SUN’s growing midstream business.
•Completed construction and began operations at the Brownsville, Texas terminal. Commercial sales commenced in late March.
•Amended and extended $1.5 billion revolving credit facility. The revolving credit facility size remains at $1.5 billion and includes an accordion feature that provides flexibility to increase the size up to $500 million, subject to additional lender commitments. The facility matures in April 2027.
Distribution and Coverage
On April 26, 2022, the Board of Directors of SUN’s general partner declared a distribution for the first quarter of 2022 of $0.8255 per unit, or $3.3020 per unit on an annualized basis. The distribution will be paid on May 19, 2022 to common unitholders of record on May 9, 2022. SUN’s current quarter cash coverage was 1.63 times and trailing twelve months coverage was 1.66 times.
Liquidity and Leverage
At March 31, 2022, SUN had $1.0 billion of borrowings against its revolving credit facility and other long-term debt of $2.7 billion. The Partnership maintained liquidity of approximately $482 million at the end of the quarter under its $1.5 billion revolving credit facility. SUN’s leverage ratio of net debt to Adjusted EBITDA(1), calculated in accordance with its credit facility, was 4.35 times at the end of the first quarter.
Capital Spending
SUN's total capital expenditures for the first quarter were $26 million, which included $21 million for growth capital and $5 million for maintenance capital. For the full-year 2022, SUN continues to expect growth capital expenditures of at least $150 million and maintenance capital expenditures of approximately $50 million.
SUN’s segment results and other supplementary data are provided after the financial tables below.
(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) A reconciliation of non-GAAP forward looking information to corresponding GAAP measures cannot be provided without unreasonable efforts due to the inherent difficulty in quantifying certain amounts due to a variety of factors, including the unpredictability of commodity price movements and future charges or reversals outside the normal course of business which may be significant.
(3) Operating expenses include general and administrative, other operating and lease expenses.
Earnings Conference Call
Sunoco LP management will hold a conference call on Wednesday, May 4, 2022 at 9:00 a.m. Central time (10:00 a.m. Eastern time) to discuss results and recent developments. To participate, dial 877-407-6184 (toll free) or 201-389-0877 approximately 10 minutes before the scheduled start time 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 Webcasts and Presentations.
Sunoco LP (NYSE: SUN) is a master limited partnership with core operations that include the distribution of motor fuel to approximately 10,000 convenience stores, independent dealers, commercial customers and distributors located in more than 40 U.S. states and territories as well as refined product transportation and terminalling assets. SUN's general partner is owned by Energy Transfer LP (NYSE: ET).
Forward-Looking Statements
This news 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. In addition to the risks and uncertainties previously disclosed, the Partnership has also been, or may in the future be, impacted by new or heightened risks related to the COVID-19 pandemic and the recent instability in commodity prices, and we cannot predict the length and ultimate impact of those risks. 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
Contacts
Investors:
Scott Grischow, Treasurer, Vice President – Investor Relations and Mergers & Acquisitions
(214) 840-5660, scott.grischow@sunoco.com
James Heckler, Director – Investor Relations and Corporate Finance
(214) 840-5415, james.heckler@sunoco.com
Media:
Alexis Daniel, Manager – Communications
(214) 981-0739, alexis.daniel@sunoco.com
– Financial Schedules Follow –
SUNOCO LP
CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
(unaudited)
| March 31,<br>2022 | December 31,<br>2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 104 | $ | 25 |
| Accounts receivable, net | 725 | 526 | ||
| Receivables from affiliates | 13 | 12 | ||
| Inventories, net | 704 | 534 | ||
| Other current assets | 478 | 95 | ||
| Total current assets | 2,024 | 1,192 | ||
| Property and equipment | 2,572 | 2,581 | ||
| Accumulated depreciation | (943) | (914) | ||
| Property and equipment, net | 1,629 | 1,667 | ||
| Other assets: | ||||
| Finance lease right-of-use assets, net | 9 | 9 | ||
| Operating lease right-of-use assets, net | 517 | 517 | ||
| Goodwill | 1,568 | 1,568 | ||
| Intangible assets | 902 | 902 | ||
| Accumulated amortization | (372) | (360) | ||
| Intangible assets, net | 530 | 542 | ||
| Other noncurrent assets | 196 | 188 | ||
| Investment in unconsolidated affiliate | 132 | 132 | ||
| Total assets | $ | 6,605 | $ | 5,815 |
| Liabilities and equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 705 | $ | 515 |
| Accounts payable to affiliates | 77 | 59 | ||
| Accrued expenses and other current liabilities | 275 | 291 | ||
| Operating lease current liabilities | 19 | 19 | ||
| Current maturities of long-term debt | — | 6 | ||
| Total current liabilities | 1,076 | 890 | ||
| Operating lease noncurrent liabilities | 522 | 521 | ||
| Revolving line of credit | 1,012 | 581 | ||
| Long-term debt, net | 2,668 | 2,668 | ||
| Advances from affiliates | 121 | 126 | ||
| Deferred tax liability | 155 | 114 | ||
| Other noncurrent liabilities | 107 | 104 | ||
| Total liabilities | 5,661 | 5,004 | ||
| Commitments and contingencies | ||||
| Equity: | ||||
| Limited partners: | ||||
| Common unitholders<br>(83,688,670 units issued and outstanding as of March 31, 2022 and<br><br>83,670,950 units issued and outstanding as of December 31, 2021) | 944 | 811 | ||
| Class C unitholders - held by subsidiaries<br>(16,410,780 units issued and outstanding as of March 31, 2022 and<br><br>December 31, 2021) | — | — | ||
| Total equity | 944 | 811 | ||
| Total liabilities and equity | $ | 6,605 | $ | 5,815 |
SUNOCO LP
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in millions, except per unit data)
(unaudited)
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Revenues: | ||||
| Motor fuel sales | $ | 5,277 | $ | 3,363 |
| Non motor fuel sales | 90 | 73 | ||
| Lease income | 35 | 35 | ||
| Total revenues | 5,402 | 3,471 | ||
| Cost of sales and operating expenses: | ||||
| Cost of sales | 4,972 | 3,120 | ||
| General and administrative | 27 | 24 | ||
| Other operating | 81 | 61 | ||
| Lease expense | 16 | 15 | ||
| Depreciation, amortization and accretion | 47 | 47 | ||
| Total cost of sales and operating expenses | 5,143 | 3,267 | ||
| Operating income | 259 | 204 | ||
| Other income (expense): | ||||
| Interest expense, net | (41) | (41) | ||
| Equity in earnings of unconsolidated affiliate | 1 | 1 | ||
| Loss on extinguishment of debt | — | (7) | ||
| Income before income taxes | 219 | 157 | ||
| Income tax expense | 3 | 3 | ||
| Net income and comprehensive income | $ | 216 | $ | 154 |
| Net income per common unit: | ||||
| Basic | $ | 2.35 | $ | 1.61 |
| Diluted | $ | 2.32 | $ | 1.60 |
| Weighted average common units outstanding: | ||||
| Basic | 83,682,902 | 83,342,828 | ||
| Diluted | 84,729,202 | 84,141,261 | ||
| Cash distributions per unit | $ | 0.8255 | $ | 0.8255 |
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.
The key operating metrics by segment and accompanying footnotes set forth below are presented for the three months ended March 31, 2022 and 2021 and have been derived from our historical consolidated financial statements.
| Three Months Ended March 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||
| Fuel Distribution and Marketing | All Other | Total | Fuel Distribution and Marketing | All Other | Total | |||||||||
| (dollars and gallons in millions, except gross profit per gallon) | ||||||||||||||
| Revenues: | ||||||||||||||
| Motor fuel sales | $ | 5,127 | $ | 150 | $ | 5,277 | $ | 3,252 | $ | 111 | $ | 3,363 | ||
| Non motor fuel sales | 41 | 49 | 90 | 14 | 59 | 73 | ||||||||
| Lease income | 32 | 3 | 35 | 33 | 2 | 35 | ||||||||
| Total revenues | $ | 5,200 | $ | 202 | $ | 5,402 | $ | 3,299 | $ | 172 | $ | 3,471 | ||
| Gross profit (1): | ||||||||||||||
| Motor fuel sales | $ | 329 | $ | 10 | $ | 339 | $ | 273 | $ | 8 | $ | 281 | ||
| Non motor fuel sales | 29 | 27 | 56 | 11 | 24 | 35 | ||||||||
| Lease | 32 | 3 | 35 | 33 | 2 | 35 | ||||||||
| Total gross profit | $ | 390 | $ | 40 | $ | 430 | $ | 317 | $ | 34 | $ | 351 | ||
| Net income (loss) and comprehensive income (loss) | $ | 210 | $ | 6 | $ | 216 | $ | 162 | $ | (8) | $ | 154 | ||
| Adjusted EBITDA (2) | $ | 174 | $ | 17 | $ | 191 | $ | 153 | $ | 4 | $ | 157 | ||
| Operating Data: | ||||||||||||||
| Total motor fuel gallons sold | 1,769 | 1,756 | ||||||||||||
| Motor fuel gross profit cents per gallon (3) | 12.4 | ¢ | 10.3 | ¢ |
The following table presents a reconciliation of Adjusted EBITDA to net income and Adjusted EBITDA to Distributable Cash Flow, as adjusted, for the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (in millions) | ||||
| Adjusted EBITDA | ||||
| Fuel distribution and marketing | $ | 174 | $ | 153 |
| All other | 17 | 4 | ||
| Total Adjusted EBITDA | 191 | 157 | ||
| Depreciation, amortization and accretion | (47) | (47) | ||
| Interest expense, net | (41) | (41) | ||
| Non-cash unit-based compensation expense | (5) | (4) | ||
| Loss on extinguishment of debt | — | (7) | ||
| Unrealized gain on commodity derivatives | 9 | 5 | ||
| Inventory adjustments | 120 | 100 | ||
| Equity in earnings of unconsolidated affiliate | 1 | 1 | ||
| Adjusted EBITDA related to unconsolidated affiliate | (2) | (2) | ||
| Other non-cash adjustments | (7) | (5) | ||
| Income tax expense | (3) | (3) | ||
| Net income and comprehensive income | $ | 216 | $ | 154 |
| Adjusted EBITDA (2) | $ | 191 | $ | 157 |
| Adjusted EBITDA related to unconsolidated affiliate | (2) | (2) | ||
| Distributable cash flow from unconsolidated affiliate | 2 | 2 | ||
| Cash interest expense | (40) | (40) | ||
| Current income tax benefit (expense) | 37 | (4) | ||
| Transaction-related income taxes (5) | (42) | — | ||
| Maintenance capital expenditures | (5) | (5) | ||
| Distributable Cash Flow | 141 | 108 | ||
| Transaction-related expenses | 1 | — | ||
| Distributable Cash Flow, as adjusted (2) | $ | 142 | $ | 108 |
| Distributions to Partners: | ||||
| Limited Partners | $ | 69 | $ | 69 |
| General Partners | 18 | 18 | ||
| Total distributions to be paid to partners | $ | 87 | $ | 87 |
| Common Units outstanding - end of period | 83.7 | 83.3 | ||
| Distribution coverage ratio (4) | 1.63x | 1.25x |
___________________________
(1)Excludes depreciation, amortization and accretion.
(2)Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation, amortization and accretion expense, allocated non-cash compensation expense, unrealized gains and losses on commodity derivatives and inventory 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, 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, current income tax expense, maintenance capital expenditures and other non-cash adjustments.
We believe Adjusted EBITDA and Distributable Cash Flow, as adjusted, 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, as adjusted, 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.
Adjusted EBITDA and Distributable Cash Flow, as adjusted, 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. Adjusted EBITDA and Distributable Cash Flow, as adjusted, 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 senior notes;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; and
•as not all companies use identical calculations, our presentation of Adjusted EBITDA and Distributable Cash Flow, as adjusted, may not be comparable to similarly titled measures of other companies.
Adjusted EBITDA reflects amounts for the unconsolidated affiliate based on the same recognition and measurement methods used to record equity in earnings of unconsolidated affiliate. Adjusted EBITDA related to unconsolidated affiliate excludes the same items with respect to the unconsolidated affiliate as those excluded from the calculation of Adjusted EBITDA, such as interest, taxes, depreciation, depletion, amortization and other non-cash items. Although these amounts are excluded from Adjusted EBITDA related to unconsolidated affiliate, such exclusion should not be understood to imply that we have control over the operations and resulting revenues and expenses of such affiliate. We do not control our unconsolidated affiliate; therefore, we do not control the earnings or cash flows of such affiliate. The use of Adjusted EBITDA or Adjusted EBITDA related to unconsolidated affiliate as an analytical tool should be limited accordingly. Inventory adjustments that are excluded from the calculation of Adjusted EBITDA represent changes in lower of cost or market reserves on the Partnership's inventory. These amounts are unrealized valuation adjustments applied to fuel volumes remaining in inventory at the end of the period.
(3)Excludes the impact of inventory adjustments consistent with the definition of Adjusted EBITDA.
(4)The distribution coverage ratio for a period is calculated as Distributable Cash Flow attributable to partners, as adjusted, divided by distributions expected to be paid to partners of Sunoco LP in respect of such a period.
(5)Related to an amended tax return from a previous transaction.
8