CORPUS CHRISTI, Texas, Feb. 26, 2014 /PRNewswire/ -- Susser Holdings Corporation (NYSE: SUSS) today reported financial and operating results for the three- and 12-month periods ended December 29, 2013. Results detailed below include the results of Susser Petroleum Partners LP (NYSE: SUSP) unless otherwise noted.

Same-store merchandise sales increased 2.4 percent in the fourth quarter of 2013, versus growth of 5.8 percent in the same quarter of 2012. Average retail gallons sold per store increased 7.8 percent compared with growth of 3.1 percent in the fourth quarter of 2012. Retail net merchandise margin increased to 34.4 percent, up from 34.1 percent in the prior-year period.

Retail fuel margin before credit card expense averaged 14.6 cents per gallon, versus 21.1 cents per gallon in the fourth quarter of 2012. That compares to an average fourth quarter retail fuel margin of 14.4 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 income attributable to Susser Holdings was $5.9 million, or $0.27 per diluted share, versus net income of $10.6 million, or $0.49 per diluted share in the fourth quarter of 2012.

Adjusted EBITDA((1)) totaled $37.3 million, down 18.0 percent from a year earlier. Consolidated gross profit totaled $156.9 million, roughly flat compared with the fourth quarter of 2012. These results primarily reflect growth in merchandise and gallons sold, offset by lower retail fuel margins.

Fourth quarter consolidated revenues totaled $1.5 billion, up 9.2 percent from a year earlier. This increase was the result of an 8.9 percent increase in merchandise sales, a 5.4 percent increase in retail fuel revenues and a 16.1 percent increase in wholesale fuel revenues from third parties. The positive revenue impact of higher fuel volumes sold was partially offset by lower per-gallon selling prices, particularly in the retail segment.

"During 2013 we achieved several important milestones, including our 25(th) consecutive year of positive same-store retail merchandise sales growth. We announced two tuck-in acquisitions that will contribute to the growth of both Susser Holdings and Susser Petroleum Partners, and the opening of a record 29 new large-format Stripes(®) locations in Texas," said Sam L. Susser, Chairman and Chief Executive Officer.

"We are very pleased with our most recent acquisition, the Sac-N-Pac(TM) retail convenience stores serving communities in the fast-growing I-35 corridor in South Central Texas and a related wholesale fuel supply business. We have completed the integration of those businesses into our organization and our back office systems, and they are performing well, due to the quality of the real estate and the 'can do' attitude of the Sac-N-Pac and Stripes team members who drove the smooth transition. This transaction is expected to be accretive to both the Company and the Partnership.

"We feel very confident about the long-term growth potential in our key markets in Central Texas, where job growth and major capital investments are creating strong opportunities to expand both our retail and wholesale businesses," Susser added.

New Convenience Store and Wholesale Business Update

Susser Holdings opened nine new large-format Stripes convenience stores during the fourth quarter. Three smaller stores were closed, a fourth was razed and is being rebuilt on the existing location, and a fifth store was converted to a wholesale dealer location during the fourth quarter. For the full year, the Company opened a record 29 new stores and closed, rebuilt or converted eight stores. At year-end the Company operated a total of 580 Stripes stores, of which 376 include a restaurant. 13 new stores are currently under construction. In addition to the purchase of the 47 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.

Eight new contracted sites were added in the wholesale segment in the fourth quarter, and four were discontinued for a total of 591 contracted branded sites as of December 31, 2013. This included 99 consignment locations and 492 independent branded dealer contracts. Susser added a total of 32 new dealer sites in 2013 and discontinued 20. In 2014, in addition to the 20 new dealer sites acquired in the Sac-N-Pac transaction, Susser currently expects to add 28 to 45 new wholesale branded dealers and consignment sites.

As previously reported, Susser Holdings completed the acquisition in late January of the convenience store assets and fuel distribution contracts of Sac-N-Pac Stores, Inc. and 3W Warren Fuels, Ltd. 3W Warren Fuels supplied approximately 65 million gallons of motor fuel annually to the 47 Sac-N-Pac locations and to approximately 20 independent dealer locations. The total purchase price was approximately $88 million plus inventories. Susser plans to initially operate all of the 47 stores under the Sac-N-Pac brand. Over the next six to eighteen months, Susser may convert some of the sites to the Stripes brand, may add the Laredo Taco Company brand to certain locations or may elect to convert some sites to the Company's wholesale dealer network.

Financing Update

Susser Holdings and Susser Petroleum Partners completed a sale leaseback transaction for three new Stripes locations during the fourth quarter for a total cost of $11.9 million. In total, Susser completed sale leaseback transactions for 25 stores in 2013. So far in the first quarter of 2014, Susser has completed sale leasebacks for five additional stores at a cost of $19.5 million. Since the initial public offering of units in Susser Petroleum Partners was completed in September 2012, Susser has completed sale leaseback transactions for a total of 38 newly built stores at a cumulative cost of $152.7 million.

Total consolidated debt at year-end was $375.9 million. In December 2013, SUSP increased its revolving credit facility from $250 million to $400 million while retaining the ability to increase it by another $100 million. Combined availability on our revolving credit facilities, after borrowings and letter of credit commitments, was $543.1 million.

Fourth Quarter Financial and Operating Highlights

Merchandise - Merchandise sales totaled $262.2 million in the fourth quarter of 2013, up 8.9 percent from a year ago. Approximately $5.7 million of the increase came from stores that have been open a year or more, with the remainder from 29 stores that were opened during the last four quarters. Same-store merchandise sales rose 2.4 percent, versus an increase of 5.8 percent in the fourth quarter of 2012. Sales from food service and snacks were the biggest contributors of the sales growth.

Net merchandise margin as a percentage of sales was 34.4 percent, up from 34.1 percent a year ago. Merchandise gross profit was $90.2 million, an increase of 9.7 percent from the fourth quarter of 2012. Gross profit growth was led by $6.1 million contribution from new stores and by same-store increases from food service and snacks.

Retail Fuel - Retail fuel volumes increased 12.3 percent from a year earlier to 237.3 million gallons. Average gallons sold per store were 7.8 percent higher than a year ago, at approximately 32,100 gallons per week. Retail fuel revenues totaled $756.8 million, up 5.4 percent from the fourth quarter of the previous year, reflecting the increase in gallons sold, partly offset by a 21-cent-per-gallon decline in the average selling price of motor fuel versus the fourth quarter of 2012.

Retail fuel gross margin averaged 14.6 cents per gallon, versus 21.1 cents per gallon a year earlier. After deducting credit card expense, the net fuel margin was 9.3 cents per gallon for the fourth quarter, compared with 15.6 cents per gallon in the prior-year period. Retail fuel gross profit was $34.7 million, down 22.3 percent year-over-year 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 plus 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 18.2 percent from the fourth quarter of 2012 to 177.2 million gallons. Wholesale fuel revenues increased 16.1 percent year-over-year to $505.0 million. This increase reflects the impact of the significantly higher volumes sold, partly offset by a 5-cent-per-gallon sales price reduction compared with the fourth quarter of 2012.

Wholesale fuel gross margin from third parties was 6.3 cents per gallon, the same as the year-earlier quarter. Wholesale fuel gross profit, including sales to Stripes, increased by 15.7 percent year-over-year to $18.3 million. The gross profit increase was primarily the result of the increase in gallons sold, including the impact of the Gainesville Fuel acquisition for a full quarter.

Full Year 2013 Financial and Operating Highlights

For the full year 2013, Susser's same-store merchandise sales rose 3.0 percent. Consolidated revenues increased 5.8 percent to $6.2 billion, driven by increases in merchandise sales and retail and wholesale fuel revenues. Merchandise sales totaled $1.1 billion, an increase of 9.2 percent from 2012. Merchandise margin was 33.9 percent, unchanged from the prior year.

Retail fuel margin was 16.9 cents per gallon for the full year, versus 21.8 cents in 2012. On a comparable basis adjusting for the 3-cent-per-gallon mark-up that Stripes now pays to SUSP, average retail margin for 2012 was 19.6 cents and for the previous five years was 16.7 cents per gallon. After deducting credit card expense, 2013 net fuel margin was 11.4 cents per gallon, compared with 16.3 cents per gallon in 2012. Wholesale fuel margin was 6.6 cents per gallon, versus 6.2 cents per gallon in the prior-year period.

Adjusted EBITDA(1) for the full year totaled $169.0 million, down 7.6 percent from 2012. Gross profit totaled $644.2 million, an increase of 5.4 percent, due to approximately $32 million contribution from new stores opened in the prior 12 months and the impact of increased merchandise and fuel volumes at existing stores and wholesale third-party sales, partially offset by lower retail fuel margins which reduced gross profit by approximately $25 million.

Excluding the impact of a $16.7 million after-tax charge on early extinguishment of debt related to the redemption of our 8.50 percent senior unsecured notes, in May 2013 and a $3.6 million deferred tax charge related to the Gainesville Fuel acquisition and subsequent contribution to SUSP, full year 2013 adjusted net income was $34.7 million, or $1.60 per diluted share. On a comparable basis, excluding the impact of a non-cash deferred tax charge of $3.6 million related to the SUSP IPO in the third quarter of 2012, adjusted net income for the full year 2012 was $50.3 million, or $2.36 per diluted share.

Reported net income for the full year 2013 was $14.3 million, or $0.66 per diluted share, versus reported net income of $46.7 million, or $2.19 per diluted share in 2012. A reconciliation of reported to adjusted earnings is provided later in this news release.

2014 Guidance

The Company is providing the following initial 2014 full-year guidance, which includes the recent Sac-N-Pac acquisition unless otherwise noted:



                                        FY 2014            FY 2013

                                       Guidance             Actual
                                       --------             ------

    Merchandise Same-Store
     Sales Growth                           2.5%-5.0%             3.0%

    Merchandise Margin, Net of
     Shortages                          33.25%-34.25%            33.9%

    Retail Average Per-Store
     Gallons Growth                         0.0%-3.0%             5.8%

    Fuel Gross Profit Margins
     (cents /gallon):

    Margin on Retail Gallons
     Sold (a)                         15.0-18.0                   16.9

    Margin on Wholesale
     Gallons Sold to Third
     Parties (b)                       5.5-7.0                     6.6

    Margin on Wholesale
     Gallons Sold to Retail
     Segment (c)                       approx 3                    3.0

    Rent Expense (millions)
     (f)                                      $47-$49            $47.5

    Depreciation, Amortization
     & Accretion Expense
     (millions)                               $70-$80            $61.4

    Interest Expense
     (millions) (d)                           $13-$16            $21.5

    New Retail Stores (e)               27-33                       29

    New Wholesale Dealer Sites
     (e)                                28-45                       32

    Gross Capital Spending
     (millions) (f)                         $300-$350           $212.4

    Effective Tax Rate (g)                    27%-31%            26.8%



    (a)     We report retail fuel margin
            before deducting credit
            card costs, which were
            approximately 5.3 cents per
            gallon for the fourth
            quarter and 5.5 cents per
            gallon for the full year
            2013.  The Company has
            provided quarterly fuel
            margin history on its
            website. The average retail
            selling price per gallon of
            fuel was $3.19 for the
            fourth quarter and $3.39
            for the full year 2013.

    (b)     Wholesale segment margin on
            third-party gallons
            includes SUSP operations
            and gallons sold at
            consignment locations
            retained by SUSS, but
            excludes gallons sold to
            the retail division. This
            metric remains the same as
            it was prior to the SUSP
            initial public offering.

    (c)     Wholesale segment margin to
            Stripes retail stores
            reflects the mark-up
            charged by SUSP effective
            September 25, 2012.

    (d)     2013 interest expense
            excludes $26.2 million
            related to redemption of
            the $425 million 8.5%
            senior unsecured notes in
            May 2013.

    (e)     Numbers for both years do
            not reflect Sac-N-Pac
            acquisition, or existing
            retail or wholesale store
            closures, which are
            typically lower volume
            locations than new sites.
            During 2013 the Company
            closed eight retail stores
            and discontinued 20
            wholesale sites.

    (f)     Gross capital expenditures
            include announced
            acquisitions and purchase
            of intangibles. The Company
            does not provide guidance
            on potential acquisitions.
            The impact of sales of
            stores by SUSS to SUSP
            under sale leaseback
            agreements does not impact
            Susser's consolidated
            capital expenditures or
            rent expense.

    (g)     2013 effective tax rate
            excludes non-cash deferred
            tax charge related to the
            acquisition of Gainesville
            Fuel and contribution to
            SUSP.



    (1)     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.

Fourth 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 fourth quarter and full year 2013 results for both Susser Holdings Corporation and Susser Petroleum Partners LP. To participate in the call, dial 480-629-9818 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 www.susser.com and Susser Petroleum Partners' web site at www.susserpetroleumpartners.com under Events and Presentations. A telephone replay will be available through March 5 by calling 303-590-3030 and using the access code 4665734#.

Susser Holdings Corporation is a third-generation family led business based in Corpus Christi, Texas that operates 627 convenience stores in Texas, New Mexico and Oklahoma, with 580 under the Stripes® banner and 47 under the Sac-N-Pac(TM) banner. Restaurant service is available in approximately 400 of its stores, primarily under the proprietary Laredo Taco Company® brand. Susser Holdings also is majority owner and owns the general 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.

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, new store openings and/or new dealer locations. These statements are based on current plans and expectations 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; cross-border risks associated with the concentration of our stores in markets bordering Mexico; impairment of goodwill or indefinite lived assets; 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, msullivan@susser.com


                         Dennard-Lascar Associates, LLC

                         Anne Pearson, Senior Vice President

                         (210) 408-6321, apearson@dennardlascar.com

Financial statements follow


                                     Susser Holdings Corporation
                    Consolidated Statements of Operations and Comprehensive Income


                               Three Months Ended                             Twelve Months Ended
                               ------------------                             -------------------

                       December 30,               December 29,               December 30,           December 29,

                               2012                     2013                     2012                2013
                               ----                     ----                     ----                ----

                                    (dollars in thousands, except shares and per share
                                                         amounts)

    Revenues:

    Merchandise
     sales                              $240,838                 $262,207                 $976,452          $1,066,022

    Motor fuel
     sales                1,152,929                  1,261,793                  4,842,715              5,092,731

    Other income             15,466                   14,283                   53,625              55,062
                             ------                   ------                   ------              ------

    Total revenues        1,409,233                  1,538,283                  5,872,792              6,213,815

    Cost of sales:

    Merchandise             158,654                  172,012                  645,500              704,668

    Motor fuel            1,092,454                  1,208,000                  4,611,075              4,860,678

    Other                     1,691                    1,375                    4,823               4,306
                              -----                    -----                    -----               -----

    Total cost of
     sales                1,252,799                  1,381,387                  5,261,398              5,569,652
                          ---------                  ---------                  ---------              ---------

    Gross profit            156,434                  156,896                  611,394              644,163

    Operating
     expenses:

    Personnel                46,135                   52,354                  180,042              208,018

    General and
     administrative          12,752                   14,970                   48,796              54,722

    Other operating          40,320                   42,896                  157,589              172,667

    Rent                     11,739                   11,802                   46,407              47,468

    Loss on
     disposal of
     assets and
     impairment
     charge                     205                      709                      694               2,216

    Depreciation,
     amortization
     and accretion           13,135                   16,560                   51,434              61,368
                             ------                   ------                   ------              ------

    Total operating
     expenses               124,286                  139,291                  484,962              546,459
                            -------                  -------                  -------              -------

    Income from
     operations              32,148                   17,605                  126,432              97,704

    Other income
     (expense):

    Interest
     expense, net            (9,939)                 (2,521)                  (41,019)              (47,673)

    Other
     miscellaneous             (141)                     173                     (471)              (287)
                               ----                      ---                     ----                ----

    Total other
     expense, net           (10,080)                 (2,348)                  (41,490)              (47,960)
                            -------                   ------                  -------              -------

    Income before
     income taxes            22,068                   15,257                   84,942              49,744

    Income tax
     expense                 (7,196)                 (4,589)                  (33,645)              (16,940)
                             ------                   ------                  -------              -------

    Net income and
     comprehensive
     income                  14,872                   10,668                   51,297              32,804
                             ------                   ------                   ------              ------

    Less: Net
     income and
     comprehensive
     income
     attributable
     to
     noncontrolling
     interest                 4,283                    4,742                    4,572              18,473
                              -----                    -----                    -----              ------

    Net income  and
     comprehensive
     income
     attributable
     to Susser
     Holdings
     Corporation                         $10,589                   $5,926                  $46,725             $14,331
                                         =======                   ======                  =======             =======

    Net income per
     share
     attributable
     to Susser
     Holdings
     Corporation:

    Basic                                  $0.51                    $0.28                    $2.25               $0.68

    Diluted                                $0.49                    $0.27                    $2.19               $0.66

    Weighted
     average shares
     outstanding:

    Basic                20,903,840                  21,245,452                  20,727,985              21,156,867

    Diluted              21,404,906                  21,693,082                  21,314,738              21,656,782



                     Susser Holdings Corporation
                     Consolidated Balance Sheets


                            December 30,                  December 29,

                                      2012                     2013
                                      ----                     ----


                               (in thousands except shares)

    Assets

    Current assets:

    Cash and cash
     equivalents                                $286,232                  $22,461

    Accounts
     receivable, net
     of allowance
     for doubtful
     accounts of
     $707 at
     December 31,
     2012, and $480
     at December 29,
     2013                          105,874                   139,146

    Inventories, net               115,048                   126,521

    Other current
     assets                          6,678                    7,704
                                     -----                    -----

    Total current
     assets                        513,832                   295,832

    Property and
     equipment, net                602,151                   736,860

    Other assets:

    Marketable
     securities                    148,264                   25,952

    Goodwill                       244,398                   254,285

    Intangible
     assets, net                    45,764                   41,984

    Other noncurrent
     assets                         15,381                   19,692
                                    ------                   ------

    Total assets                              $1,569,790               $1,374,605
                                              ==========               ==========

    Liabilities and
     shareholders'
     equity

    Current
     liabilities:

    Accounts payable                            $171,545                 $189,587

    Accrued expenses
     and other
     current
     liabilities                    63,834                   64,571

    Current
     maturities of
     long-term debt                     36                      535
                                       ---                      ---

    Total current
     liabilities                   235,415                   254,693

    Revolving line
     of credit                      35,590                   345,460

    Long-term debt                 571,649                   29,874

    Deferred tax
     liability,
     long-term
     portion                        80,992                   77,119

    Other noncurrent
     liabilities                    45,445                   41,949
                                    ------                   ------

    Total
     liabilities                   969,091                   749,095
                                   -------                   -------

    Commitments and
     contingencies:

    Shareholders'
     equity:

    Susser Holdings
     Corporation
     shareholders'
     equity:

    Common stock,
     $.01 par value;       21,634,618
     125,000,000           issued and
     shares                21,439,944
     authorized;           outstanding as
     21,619,700            of December 29,
     issued and            2013
     21,229,499
     outstanding as
     of December 30,
     2012;                             212                      214

    Additional paid-
     in capital                    276,430                   285,376

    Treasury stock,
     common shares,
     at cost;
     390,201 as of
     December 30,
     2012; and
     194,674 as of
     December 29,
     2013                           (8,068)                  (5,378)

    Retained
     earnings                      120,924                   135,255
                                                             -------

    Total Susser
     Holdings
     Corporation
     shareholders'
     equity                        389,498                   415,467

    Noncontrolling
     interest                      211,201                   210,043
                                   -------                   -------

    Total
     shareholders'
     equity                        600,699                   625,510
                                   -------                   -------

    Total
     liabilities and
     shareholders'
     equity                                   $1,569,790               $1,374,605
                                              ==========               ==========

Key Operating Metrics

The following table sets forth, for the periods indicated, information concerning key measures we rely on to gauge our operating performance:


                                                                                                               
                                      Three Months Ended                           Twelve Months Ended
                                      ------------------                           -------------------
                                                                                                                                   
                                     December 30,              December 29,              December 30,              December 29,
                                                                                                                                   
                                                2012                      2013                      2012                      2013
                                                ----                      ----                      ----                      ----
                                                                                                  
                                         (dollars in thousands, except per gallon items)
                                                                                                                                   
    Revenue:
                                                                                                                                           
    Merchandise sales                       $240,838                  $262,207                  $976,452                $1,066,022
                                                                                                                                 
    Motor fuel - retail          718,112                     756,797                     2,995,840                     3,171,066
                                                                                                                                 
    Motor fuel - wholesale to
     third parties (3)           434,817                     504,996                     1,846,875                     1,921,665
                                                                                                                                 
    Other                         15,466                     14,283                     53,625                     55,062
                                  ------                     ------                     ------                     ------
                                                                                                                                           
    Total revenue (3)                     $1,409,233                $1,538,283                $5,872,792                $6,213,815
                                                                                                                             
    Gross Profit:
                                                                                                                                           
    Merchandise                              $82,184                   $90,195                  $330,952                  $361,354
                                                                                                                                 
    Motor fuel - retail (1)       44,627                     34,664                     186,041                     158,370
                                                                                                                                 
    Motor fuel - wholesale to
     third parties (2)             9,459                     11,135                     37,091                     42,582
                                                                                                                                 
    Motor fuel - wholesale to
     Stripes (2)                   6,389                     7,200                     6,472                     27,948
                                                                                                                                 
    Other, including
     intercompany eliminations    13,775                     13,702                     50,838                     53,909
                                                                                                                                           
    Total gross profit                      $156,434                  $156,896                  $611,394                  $644,163
                                                                                                                             
    Adjusted EBITDA (4):
                                                                                                                                           
    Retail                                   $33,239                   $25,195                  $154,205                  $119,165
                                                                                                                                 
    Wholesale                     14,021                     16,391                     35,833                     62,482
                                                                                                                                 
    Other                        (1,771)                     (4,270)                     (7,141)                     (12,599)
                                  ------                     ------                     ------                     -------
                                                                                                                                           
    Total Adjusted EBITDA                    $45,489                   $37,316                  $182,897                  $169,048
                                                                                                                                 
    Retail merchandise margin       34.1%                     34.4%                     33.9%                     33.9%
                                                                                                                                 
    Merchandise same store
     sales growth                    5.8%                      2.4%                      6.6%                      3.0%
                                                                                                                             
    Average per retail store
     per week:
                                                                                                                                           
    Merchandise sales                          $33.6                     $35.1                     $34.5                     $36.2
                                                                                                                                 
    Motor fuel gallons sold         29.8                      32.1                      30.3                      32.1
                                                                                                                             
    Motor fuel gallons sold:
                                                                                                                                 
    Retail                       211,258                     237,293                     853,163                     936,232
                                                                                                                                 
    Wholesale - third party      149,935                     177,164                     594,909                     642,098
                                                                                                                                           
    Average retail price of
     motor fuel per gallon                     $3.40                     $3.19                     $3.51                     $3.39
                                                                                                                             
    Motor fuel gross profit
     cents per gallon:
                                                                                                                                 
    Retail (1)                      21.1  ¢                   14.6  ¢                   21.8  ¢                   16.9  ¢
                                                                                                                                 
    Wholesale - third party (2)      6.3  ¢                    6.3  ¢                    6.2  ¢                    6.6  ¢
                                                                                                                                 
    Retail credit card cents
     per gallon                      5.5  ¢                    5.3  ¢                    5.5  ¢                    5.5  ¢


    (1)      Effective September 25, 2012,
             the retail fuel gross profit
             reflects a reduction of
             approximately three cents
             per gallon as SUSP began
             charging a profit mark-up
             on gallons sold to our
             retail segment.  Prior to
             this date, no gross profit
             mark-up was charged by the
             wholesale segment to the
             retail segment.  The retail
             fuel margins reported for
             full year 2012 and 2013 have
             been reduced by 0.75 and 3.0
             cents per gallon,
             respectively, for this
             profit margin.

    (2)      The wholesale margin from
             third parties excludes sales
             and gross profit to the
             retail segment.  Wholesale
             margin to Stripes reflects
             the markup of approximately
             3 cents per gallon beginning
             September 25, 2012.  Prior
             to this date, no profit
             margin was recognized in the
             wholesale segment on sales
             to Stripes stores.

    (3)      In 2013, the Company revised
             its presentation of fuel
             taxes on motor fuel sales on
             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.

Reconciliations of Non-GAAP Measures to GAAP Measures

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 debt agreement and indentures.

We believe that 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.

The addition of net income attributable to noncontrolling interests means that our presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDAR includes 100% of the operations of SUSP, even though our economic interest in SUSP, following its September 2012 initial public offering, is limited to our ownership of a 50.2% limited partner interest in SUSP and all SUSP's incentive distribution rights (which entitle us to an increasing percentage of distributions once SUSP distributes its minimum quarterly distribution). We believe this presentation approach provides investors a better understanding of the performance of our core businesses over time than one which excludes a portion of the EBITDA, Adjusted EBITDA or Adjusted EBITDAR contributed by the operations of SUSP, over which we retain exclusive control. This presentation approach is also consistent with that used for management incentive compensation targets and with the financial covenants in our outstanding borrowing agreements. However, investors utilizing these non-GAAP measures for valuation purposes, or otherwise in making an investment decision in Susser Holdings Corporation, should take into account the 49.8% ownership of SUSP by the public when considering the contribution by SUSP to Susser Holdings Corporation's consolidated EBITDA, Adjusted EBITDA and Adjusted EBITDAR under this presentation format.

EBITDA, Adjusted EBITDA and Adjusted EBITDAR are not recognized terms under GAAP and do not purport to be alternatives to net income 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 facility 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 titles measures of other companies.

The following table presents a reconciliation of net income attributable to Susser Holdings Corporation to EBITDA, Adjusted EBITDA and Adjusted EBITDAR:



                             Three Months Ended                        Twelve Months Ended
                             ------------------                        -------------------

                     December 30,                December 29,          December 30,            December 29,
                         2012                        2013                2012                 2013
                    -------------               -------------         -------------           -------------


    Net income
     attributable
     to Susser
     Holdings
     Corporation                       $10,589                 $5,926               $46,725              $14,331

    Net income
     attributable
     to
     noncontrolling
     interest               4,283                     4,742              4,572               18,473

     Depreciation,
     amortization
     and
     accretion             13,135                    16,560             51,434               61,368

    Interest
     expense,
     net                    9,939                     2,521             41,019               47,673

    Income tax
     expense                7,196                     4,589             33,645               16,940
                            -----                     -----             ------               ------

    EBITDA                             $45,142                $34,338              $177,395             $158,785

    Non-cash
     stock-
     based
     compensation               1                     2,442              4,337                7,760

    Loss on
     disposal of
     assets and
     impairment
     charge                   205                       709                694                2,216

    Other
     miscellaneous
     expense
     (income)                 141                      (173)               471                  287
                              ---                      ----                ---                  ---

    Adjusted
     EBITDA                45,489                    37,316            182,897              169,048

    Rent                   11,739                    11,802             46,407               47,468
                           ------                    ------             ------               ------

    Adjusted
     EBITDAR                           $57,228                $49,118              $229,304             $216,516
                                       =======                =======              ========             ========



                               Net Income Attributable to
                                    Susser Holdings
                                      Corporation

                                Impact of Unusual Items
                                -----------------------

                                  Twelve Months Ended
                                  -------------------

                        December 30,                     December 29,

                                          2012                                  2013
                                          ----                                  ----

                                (dollars in thousands,
                               except per share amounts)

                   After-             Diluted          After-             Diluted
                     Tax                EPS            Tax                EPS
                   Income                               Income
                  -------             ------         -------             ------

     As
     Reported               $46,725             $2.19             $14,331            $0.66

     Non-
     cash
     deferred
     tax
     charge
     on
     SUSP
     IPO            3,616                 0.17               -                   -

     May
     2013
     refinancing        -                   -            16,744                 0.77

     Non-
     cash
     deferred
     tax
     charge
     on
     GFI
     Contribution       -                   -            3,609                 0.17

     As
     Adjusted               $50,341             $2.36             $34,684            $1.60
                            =======             =====             =======            =====

SOURCE Susser Holdings Corporation