SUSS » Topics » General

This excerpt taken from the SUSS DEF 14A filed Apr 17, 2009.

General

The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our annual consolidated financial statements for fiscal 2008 and fiscal 2007, and fees billed for services rendered by Ernst & Young during the same periods.

 

     Fiscal
2008
   Fiscal
2007

Audit Fees

   $ 941,160    $ 1,102,778

Audit-Related Fees

     255,603      166,036

Tax Fees

     90,000      100,000

All Other Fees

     —        —  
             

Total

   $ 1,286,763    $ 1,368,814
             

Fees for audit services billed or expected to be billed related to both years consisted of:

 

   

Audit of our annual financial statements ($742,438 in 2008 and $871,774 in 2007)

 

   

Reviews of our interim financial statements

 

   

Comfort letters, consents and other services related to SEC matters

Fees for audit-related services provided during fiscal 2007 and 2008 consisted of fees for due diligence services, SEC registration statements and consultations with Susser management on various accounting matters.

Fees for tax services provided during fiscal 2007 and 2008 consisted of fees for tax preparation and tax planning.

In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

These excerpts taken from the SUSS 10-K filed Mar 13, 2009.

General

We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel distributor by gallons in Texas. Our operations include retail convenience stores and wholesale motor fuel distribution. As of December 28, 2008, following our November 13, 2007 acquisition of Town & Country Food Stores, Inc., our retail segment operated 512 convenience stores in Texas, New Mexico and Oklahoma, offering merchandise, foodservice, motor fuel and other services. For the fiscal year ended December 28, 2008, we purchased 1.2 billion gallons of branded and unbranded motor fuel from refiners for distribution to our retail convenience stores, contracted independent operators of convenience stores, unbranded convenience stores and commercial users. We believe our unique retail/wholesale business model, scale, foodservice and merchandising offerings, combined with our highly productive new store model and selected acquisition opportunities, position us for ongoing growth in sales and profitability.

Our principal executive offices are located at 4525 Ayers Street, Corpus Christi, Texas 78415. Our telephone number is (361) 884-2463. Our internet address is www.susser.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission, or the SEC. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

References in this annual report to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation, our predecessors and our consolidated subsidiaries. References to “TCFS” refer to TCFS Holdings, Inc., which is the parent company of Town & Country Food Stores, Inc., or “Town & Country.” References to years are to our fiscal years, which end on the last Sunday closest to December 31. References to “2008” are to the 52 weeks ending December 28, 2008; references to “2007” are to the 52 weeks ending December 30, 2007; references to “2006” are to the 52 weeks ending December 31, 2006; references to “2005” are to the 52 weeks ended January 1, 2006 and references to “2004” are to the 53 weeks ended January 2, 2005.

General

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel
distributor by gallons in Texas. Our operations include retail convenience stores and wholesale motor fuel distribution. As of December 28, 2008, following our November 13, 2007 acquisition of Town & Country Food Stores, Inc., our
retail segment operated 512 convenience stores in Texas, New Mexico and Oklahoma, offering merchandise, foodservice, motor fuel and other services. For the fiscal year ended December 28, 2008, we purchased 1.2 billion gallons of branded
and unbranded motor fuel from refiners for distribution to our retail convenience stores, contracted independent operators of convenience stores, unbranded convenience stores and commercial users. We believe our unique retail/wholesale business
model, scale, foodservice and merchandising offerings, combined with our highly productive new store model and selected acquisition opportunities, position us for ongoing growth in sales and profitability.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our principal executive offices are located at 4525 Ayers Street, Corpus Christi, Texas 78415. Our telephone number is (361) 884-2463. Our internet
address is www.susser.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission, or the SEC. The
SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">References in this annual report to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation, our
predecessors and our consolidated subsidiaries. References to “TCFS” refer to TCFS Holdings, Inc., which is the parent company of Town & Country Food Stores, Inc., or “Town & Country.” References to years are to
our fiscal years, which end on the last Sunday closest to December 31. References to “2008” are to the 52 weeks ending December 28, 2008; references to “2007” are to the 52 weeks ending December 30, 2007;
references to “2006” are to the 52 weeks ending December 31, 2006; references to “2005” are to the 52 weeks ended January 1, 2006 and references to “2004” are to the 53 weeks ended January 2, 2005.

These excerpts taken from the SUSS 10-K filed Feb 17, 2009.

General

We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel distributor by gallons in Texas. Our operations include retail convenience stores and wholesale motor fuel distribution. As of December 30, 2007, following our November 13, 2007 acquisition of Town & Country Food Stores, Inc., our retail segment operated 504 convenience stores in Texas, New Mexico and Oklahoma, offering merchandise, foodservice, motor fuel and other services. For the fiscal year ended December 30, 2007, we purchased 921.7 million gallons of branded and unbranded motor fuel from refiners for distribution to our retail convenience stores, contracted independent operators of convenience stores, unbranded convenience stores and commercial users. We believe our unique retail/wholesale business model, scale, and foodservice and merchandising offerings, combined with our highly productive new store model and selected acquisition opportunities, position us for ongoing growth in sales and profitability.

Our principal executive offices are located at 4433 Baldwin Boulevard, Corpus Christi, Texas 78408. Our telephone number is (361) 884-2463. Our internet address is www.susser.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission, or the SEC. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

References in this annual report to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation, our predecessors and our consolidated subsidiaries. References to “TCFS” refer to TCFS Holdings, Inc., which is the parent company of Town & Country Food Stores, Inc., or “Town & Country.” References to years are to our fiscal years, which end on the last Sunday closest to December 31. References to “2007” are to the 52 weeks ending December 30, 2007; references to “2006” are to the 52 weeks ending December 31, 2006 and references to “2005” are to the 52 weeks ending January 1, 2006.

General

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel
distributor by gallons in Texas. Our operations include retail convenience stores and wholesale motor fuel distribution. As of December 30, 2007, following our November 13, 2007 acquisition of Town & Country Food Stores, Inc., our
retail segment operated 504 convenience stores in Texas, New Mexico and Oklahoma, offering merchandise, foodservice, motor fuel and other services. For the fiscal year ended December 30, 2007, we purchased 921.7 million gallons of branded
and unbranded motor fuel from refiners for distribution to our retail convenience stores, contracted independent operators of convenience stores, unbranded convenience stores and commercial users. We believe our unique retail/wholesale business
model, scale, and foodservice and merchandising offerings, combined with our highly productive new store model and selected acquisition opportunities, position us for ongoing growth in sales and profitability.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our principal executive offices are located at 4433 Baldwin Boulevard, Corpus Christi, Texas 78408. Our telephone number is (361) 884-2463. Our
internet address is www.susser.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange
Commission, or the SEC. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">References in this annual report to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation, our
predecessors and our consolidated subsidiaries. References to “TCFS” refer to TCFS Holdings, Inc., which is the parent company of Town & Country Food Stores, Inc., or “Town & Country.” References to years are to
our fiscal years, which end on the last Sunday closest to December 31. References to “2007” are to the 52 weeks ending December 30, 2007; references to “2006” are to the 52 weeks ending December 31, 2006 and
references to “2005” are to the 52 weeks ending January 1, 2006.

General

The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our annual consolidated financial statements for fiscal 2007 and fiscal 2006, and fees billed for services rendered by Ernst & Young during the same periods.

 

     Fiscal
2007
   Fiscal
2006

Audit Fees

   $ 1,102,778    $ 805,906

Audit-Related Fees

     166,036      —  

Tax

     100,000      200,000

All Other Fees

     —        —  
             

Total

   $ 1,368,814    $ 1,005,906
             

Fees for audit services billed or expected to be billed related to both years consisted of:

 

   

Audit of our annual financial statements ($871,774 in 2007 and $394,151 in 2006)

 

   

Reviews of our interim financial statements

 

   

Comfort letters, consents and other services related to SEC matters

Fees for audit-related services provided during fiscal 2007 consisted of fees for due diligence services provided during fiscal 2007 related primarily to the TCFS acquisition.

In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

General


The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our
annual consolidated financial statements for fiscal 2007 and fiscal 2006, and fees billed for services rendered by Ernst & Young during the same periods.

 










































































   Fiscal
2007
  Fiscal
2006

Audit Fees

  $1,102,778  $805,906

Audit-Related Fees

   166,036   —  

Tax

   100,000   200,000

All Other Fees

   —     —  
        

Total

  $1,368,814  $1,005,906
        

Fees for audit services billed or expected to be billed related to both years consisted of:

 







  

Audit of our annual financial statements ($871,774 in 2007 and $394,151 in 2006)

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

Reviews of our interim financial statements

 







  

Comfort letters, consents and other services related to SEC matters

FACE="Times New Roman" SIZE="2">Fees for audit-related services provided during fiscal 2007 consisted of fees for due diligence services provided during fiscal 2007 related primarily to the TCFS acquisition.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the
provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by
the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

This excerpt taken from the SUSS DEF 14A filed Apr 15, 2008.

General

The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our annual consolidated financial statements for fiscal 2007 and fiscal 2006, and fees billed for services rendered by Ernst & Young during the same periods.

 

     Fiscal
2007
   Fiscal
2006

Audit Fees

   $ 1,102,778    $ 805,906

Audit-Related Fees

     166,036      —  

Tax

     100,000      200,000

All Other Fees

     —        —  
             

Total

   $ 1,368,814    $ 1,005,906
             

Fees for audit services billed or expected to be billed related to both years consisted of:

 

   

Audit of our annual financial statements ($871,774 in 2007 and $394,151 in 2006)

 

   

Reviews of our interim financial statements

 

   

Comfort letters, consents and other services related to SEC matters

Fees for audit-related services provided during fiscal 2007 consisted of fees for due diligence services provided during fiscal 2007 related primarily to the TCFS acquisition.

Fees for tax services provided during fiscal 2007 consisted of fees for tax preparation and tax planning.

In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

These excerpts taken from the SUSS 10-K filed Mar 14, 2008.

General

The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our annual consolidated financial statements for fiscal 2007 and fiscal 2006, and fees billed for services rendered by Ernst & Young during the same periods.

 

     Fiscal
2007
   Fiscal
2006

Audit Fees

   $ 1,102,778    $ 805,906

Audit-Related Fees

     166,036      —  

Tax

     100,000      200,000

All Other Fees

     —        —  
             

Total

   $ 1,368,814    $ 1,005,906
             

Fees for audit services billed or expected to be billed related to both years consisted of:

 

   

Audit of our annual financial statements ($871,774 in 2007 and $394,151 in 2006)

 

   

Reviews of our interim financial statements

 

   

Comfort letters, consents and other services related to SEC matters

Fees for audit-related services provided during fiscal 2007 consisted of fees for due diligence services provided during fiscal 2007 related primarily to the TCFS acquisition.

In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

General


The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our
annual consolidated financial statements for fiscal 2007 and fiscal 2006, and fees billed for services rendered by Ernst & Young during the same periods.

 










































































   Fiscal
2007
  Fiscal
2006

Audit Fees

  $1,102,778  $805,906

Audit-Related Fees

   166,036   —  

Tax

   100,000   200,000

All Other Fees

   —     —  
        

Total

  $1,368,814  $1,005,906
        

Fees for audit services billed or expected to be billed related to both years consisted of:

 







  

Audit of our annual financial statements ($871,774 in 2007 and $394,151 in 2006)

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







  

Reviews of our interim financial statements

 







  

Comfort letters, consents and other services related to SEC matters

FACE="Times New Roman" SIZE="2">Fees for audit-related services provided during fiscal 2007 consisted of fees for due diligence services provided during fiscal 2007 related primarily to the TCFS acquisition.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the
provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by
the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

This excerpt taken from the SUSS DEF 14A filed Apr 13, 2007.

General

The following table presents fees for audit services rendered by Ernst & Young LLP (“Ernst & Young”) for the audit of our annual consolidated financial statements for fiscal 2006 and fiscal 2005, and fees billed for services rendered by Ernst & Young during the same periods.

 

    

Fiscal

2006

   Fiscal
2005

Audit Fees

   $ 805,906    $ 428,102

Audit-Related Fees

     —        166,965

Tax

     200,000      151,171

All Other Fees

     —        —  
             

Total

   $ 1,005,906    $ 746,238
             

Fees for audit services billed or expected to be billed related to both years consisted of:

 

   

Audit of our and our predecessor’s annual financial statements ($394,151 in 2006 and $212,775 in 2005)

 

   

Reviews of our and our predecessor’s interim financial statements

 

   

Comfort letters, consents and other services related to SEC matters

Fees for audit-related services provided during fiscal 2005 consisted of advice regarding the application of generally accepted accounting principles to specific transactions.

Fees for tax services provided during fiscal 2006 and 2005 related primarily to U.S. tax compliance and related planning and assistance with federal, state and franchise income tax returns.

In considering the nature of services provided by Ernst & Young, the audit committee determined that such services are compatible with the provisions of independent audit services. The audit committee discussed these services with Ernst & Young and our management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

These excerpts taken from the SUSS 10-K filed Apr 2, 2007.

General

We are the largest non-refining operator in Texas of convenience stores based on store count and we believe we are the largest non-refining motor fuel distributor by gallons in Texas. Our operations include retail convenience stores and wholesale motor fuel distribution. As of December 31, 2006, our retail segment operated 325 convenience stores in Texas and Oklahoma, offering merchandise, foodservice, motor fuel and other services. For the twelve month period ended December 31, 2006, our wholesale motor fuel segment purchased 846.3 million gallons of branded and unbranded motor fuel from refiners and distributed it to our retail convenience stores, contracted independent operators of convenience stores, unbranded convenience stores and commercial users. We believe our unique retail/wholesale business model, scale, market share, and foodservice and merchandising offerings, combined with our highly productive new store model and selected acquisition opportunities, position us for ongoing growth in sales and profitability.

Our principal executive offices are located at 4433 Baldwin Boulevard, Corpus Christi, Texas 78408. Our telephone number is (361) 884-2463. Our internet address is www.susser.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission, or the SEC.

References in this annual report to “Susser,” “we,” “us,” and “our,” refer to Susser Holdings Corporation, our predecessors and our consolidated subsidiaries. The terms “South Texas” and “core markets” refer to Brownsville, Corpus Christi, Harlingen, Laredo, McAllen, Victoria and the surrounding communities. References to years are to our fiscal years, which end on the last Sunday closest to December 31. References to “2006” are to the 52 weeks ending December 31, 2006, references to “2005” are to the 52 weeks ending January 1, 2006 and references to “2004” are to the 53 weeks ending January 2, 2005.

GENERAL

Section 9.1 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

Section 9.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors in interest.

Section 9.3 Amendments. This Agreement may only be amended or modified with the written consent of the Sole Member.

Section 9.4 Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing and shall be given at:

Susser Holdings Corporation

4433 Baldwin Boulevard

Corpus Christi, Texas 78408

Facsimile: (361) 693-3725

Attention: Sam L. Susser

Each proper notice shall be effective upon any of the following: (i) personal delivery to the recipient, (ii) when telecopied to the recipient (with hard copy sent to the recipient by reputable overnight courier service that same day or the next business day (charges prepaid)), (iii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) two business days after being deposited in the mails (first class or airmail postage prepaid).

Section 9.5 Counterparts. This Agreement may be executed in any number of counterparts (including by means of telecopied signature pages), all of which together shall constitute a single instrument.

Section 9.6 Entire Agreement. This Agreement amends, restates and supersedes in its entirety the Amended and Restated Limited Liability Company Agreement of the Company. This Agreement and the other documents and agreements referred to herein or entered into concurrently herewith embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein; provided that, such other agreements and documents shall not be deemed to be a part of, a modification of or an amendment to this Agreement. There are no restrictions, promises, representations, warranties, covenants or

 

11


undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 9.7 Section Titles. Section titles and headings are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text hereof.

[SIGNATURE PAGES FOLLOW]

 

12


IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above written.

 

SUSSER HOLDINGS CORPORATION
By:  

 

  E. V. Bonner, Jr.
  Executive Vice President, Secretary and General Counsel
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