UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 21, 2012

Lehigh Gas Partners LP

(Exact name of registrant as specified in its charter)

702 West Hamilton Street, Suite 203

 Allentown, PA 18101

 (Address of principal executive office) (Zip Code)

(610) 625-8000

 (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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Form 8-K/A amends and supplements the Current Report on Form 8-K filed by Lehigh Gas Partners LP (the “Partnership”) with the Securities and Exchange Commission on December 21, 2012, to include the financial statements and pro forma financial statements required by Items 9.01(a) and (b).

Item 9.01            Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited financial statements of Express Lane, Inc., including the balance sheets as of December 31, 2011 and 2010 and the related statements of income and retained earnings, and cash flows for the years ended December 31, 2011 and 2010 and notes thereto, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The unaudited condensed financial statements of Express Lane, Inc., including the balance sheet as of September 30, 2012, and the related statements of comprehensive income and retained earnings and cash flows for the nine-month periods ended September 30, 2012 and 2011 and the notes thereto, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed financial statements of Express Lane, Inc., including the balance sheet as of September 30, 2012, and the related statements of comprehensive income and retained earnings and cash flows for the nine-month period ended September 30, 2012 and the year ended December 31, 2011, and the notes thereto, are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits

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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 thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 23.1

Consent of Independent Certified Public Accountants

Board of Directors

Lehigh Gas Partners, LP

Allentown PA, 18101

We consent to the incorporation by reference in the registration statements (No. 333-184651) on Forms S-8 of Lehigh Gas Partners, LP of our report dated February 29, 2012, with respect to our audits of the balance sheets of the Express Lane, Inc. as of December 31, 2011 and 2010, and the related statements of income and retained earnings, and cash flows for the years ended December 31, 2011 and 2010, which report appears in this Form 8-K/A of Lehigh Gas Partners, LP.

Exhibit 99.1

Express Lane, Inc.

Financial Statements

December 31, 2011 and 2010

Express Lane, Inc.

Table of Contents

December 31, 2011 and 2010

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors

Express Lane, Inc.

600 Ohio Avenue

Lynn Haven, Florida 32444

We have audited the balance sheets of Express Lane, Inc. (the “Company”) as of December 31, 2011 and 2010, and the related statements of income and retained earnings, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of Express Lane, Inc. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules of operating and administrative expenses on pages 17 and 18 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Certified Public Accountants

Panama City Beach, Florida

February 29, 2012

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Express Lane, Inc.

Balance Sheets

(Continued)

See accompanying notes to financial statements

2

Express Lane, Inc.

Balance Sheets (Continued)

See accompanying notes to financial statements

3

Express Lane, Inc.

Statements of Income and Retained Earnings

See accompanying notes to financial statements

4

Express Lane, Inc.

Statements of Cash Flows

See accompanying notes to financial statements

5

Express Lane, Inc.

Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Express Lane, Inc. (the “Company”) was formed in 1984 under the laws of the State of Florida.  As of December 31, 2011, the Company operates fifty one (51) convenience stores located throughout Northwest Florida and Southern Georgia.  The stores sell gasoline, fast foods, and grocery items.  Substantially all of its revenue is derived from cash sales.

Use of Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Basis of Accounting

These financial statements have been prepared on the accrual basis in accordance with U.S. generally accepted accounting principles.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers cash instruments with original maturities of less than three months to be cash equivalents.

Receivables

The Company reports receivables at net realizable value.  Management determines the allowance for doubtful accounts based on historical losses and current economic conditions.  On a continuing basis, management analyzes delinquent receivables and, once these receivables are determined to be uncollectible, they are written off through a charge against an existing allowance account or against earnings. Management considers all receivables collectible; therefore, no provision for uncollectible receivables is included in these financial statements.

Inventories

Inventories, consisting of gasoline, fast foods, and convenience store goods, are valued at the lower of average cost or fair market value using the retail method.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property Held for Sale

When events or changes in circumstances indicate that long-lived assets other than goodwill may be impaired, an evaluation is performed. For an asset classified as held-for-use, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if a write-down to fair value is required.  When an asset is classified as held-for-sale, the asset’s book value is evaluated and adjusted to the lower of its carrying amount or fair market value less the cost to sell.

Property and Equipment

Property and equipment, stated at cost or the present value of minimum lease payments for assets under capital leases, are depreciated over the estimated useful lives of the assets using the straight-line method.  Significant improvements and betterments are capitalized if they extend the useful life of the asset.  Routine repairs and maintenance are expensed when incurred.  Estimated useful lives are generally 5 to 20 years for equipment and furnishings and 15 to 35 years for buildings and leasehold improvements.

Depreciation expense for the years ended December 31, 2011 and 2010 was $2,067,955 and $2,055,958, respectively.

Non-compete Agreements

Non-compete agreements represent legal contracts with historical competitors of the Company with whom they have entered into non-compete agreements in accordance with equipment purchase agreements. These costs are being amortized using the straight-line method over the life of the contractual agreement.

Lease Acquisition Costs

Lease acquisition costs consist of the costs of acquiring favorable leases.  These costs are amortized using the straight-line method over the anticipated remaining terms of these leases.

Loan Costs

Loan costs consist of closing costs and other fees associated with securing financing.  These costs have been capitalized and are being amortized using the straight-line method over the term of the loan.

Franchise Fees

Franchise fees consist of the cost of obtaining a franchise agreement.  These costs have been capitalized and are being amortized using the straight-line method over the term of the agreement.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Goodwill and Intangibles

Goodwill represents the excess of the purchase price paid over fair value of assets of stores acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of FASB ASC 350.  The reported amounts of goodwill for each store are reviewed for impairment on an annual basis and more frequently when negative conditions such as significant current or projected operating losses exist.

The annual impairment test for goodwill is a two-step process and involves comparing the estimated fair value of each store to the store’s carrying value, including goodwill. If the fair value of a store exceeds its carrying amount, goodwill of the store is not considered impaired, and the second step of the impairment test is unnecessary. If the carrying amount of a store exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any. The Company conducts its annual impairment tests at the end of each fiscal year. The Company’s annual impairment tests resulted in no goodwill impairment.

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with FASB ASC 205.

Income Taxes

The Company, with the consent of its shareholders, has elected under the Internal Revenue Code to be an S corporation effective January 1, 2006. In lieu of corporation income taxes, the shareholders of an S corporation are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision or liability for income taxes has been included in these financial statements. As of December 31, 2011, the Company has accrued $19,000 for “built-in gains” income taxes.

Stockholder Distributions

The declaration and payment of stockholder distributions is within the discretion of the Board of Directors of the Company and is dependent upon business conditions, earnings, the financial condition of the Company and any restrictions under the provisions of its debt agreements.

Advertising

Advertising costs are expensed as incurred.  The Company expensed $177,246 and $169,457 of advertising costs for the years ended December 31, 2011 and 2010, respectively.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The Company’s assets and liabilities are reported at fair value in the financial statements. The methods used to measure fair value may produce an amount that may not be indicative of net realizable value or reflective of future fair values. Although the Company believes its valuation methods are appropriate and consistent with other market indicators, the use of different methodologies or assumptions to determine the fair value of certain assets and liabilities could result in a different fair value measurement at the reporting date.

The fair value measurement accounting literature establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels:

·                  Level 1: Observable inputs such as quoted prices in active markets;

·                  Level 2: Inputs, other than quoted prices in active markets that are observable either directly or indirectly; and;

·                  Level 3: Unobservable inputs for which there is little or no market data, which requires the Company to develop assumptions.

Subsequent events

The Company has evaluated subsequent events for the period from December 31, 2011 through the date the financial statements were available to be issued, which was March 06, 2013.

NOTE 2 — INVENTORIES

Inventories consisted of the following:

NOTE 3 — LONG TERM RECEIVABLES

The Company participates in state insurance programs that provide for reimbursement of the costs of removing environmental contamination. The costs that are expected to be reimbursed are classified as long-term receivables and collection efforts are on-going. Costs that will not be reimbursed are recognized as environmental expenses in the year incurred.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 4 — ACQUIRED INTANGIBLE ASSETS

Acquired intangible assets consisted of the following:

Amortization expense for the non-compete agreements for the years ended December 31, 2011 and 2010 was $8,983 and $19,600, respectively.

Amortization expense for lease acquisition costs for the years ended December 31, 2011 and 2010 was $80,658 and $80,658, respectively.

Amortization expense for loan costs for the years ended December 31, 2011 and 2010 was $22,929 and $33,859, respectively.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 4 — ACQUIRED INTANGIBLE ASSETS (CONTINUED)

Amortization expense for franchise fees for the years ended December 31, 2011 and 2010 was $7,078 and $5,411, respectively.

The Company did not impair goodwill as a result of its annual impairment tests in the fiscal years ended December 31, 2011 and 2010. Additionally, the Company did not become aware of any changes in circumstances or events that would cause management to believe that goodwill impairment was going to occur in the future.  However, there can be no assurances that goodwill will not be impaired at any time in the future.

Total amortization expense for the years ended December 31, 2011 and 2010 was $110,996 and $139,528, respectively.

The combined aggregate estimate amortization expense of intangible assets during each of the five years subsequent to December 31, 2011, is as follows:

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE

The Company has a $200,000 revolving line of credit of which $0 and $0 was outstanding at December 31, 2011 and 2010, respectively. The line of credit expires in April, 2012 and is expected to be extended at its maturity date. The line of credit carries a variable interest rate equal to the Wall Street prime rate plus .5%. Interest is due and payable monthly. The line of credit is unsecured.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE (CONTINUED)

The Company also has a $1,000,000 revolving line of credit of which $0 and $0 was outstanding at December 31, 2011 and 2010, respectively. The line of credit expires in October, 2012 and is expected to be extended at its maturity date. The line of credit carries a variable interest rate equal to the lender’s commercial base rate plus 1%, but not less than 4.75%. Interest is due and payable monthly. The line of credit is collateralized by receivables, inventory, equipment, and real estate at eight stores.

The Company also has a $500,000 revolving line of credit of which $0 and $0 was outstanding at December 31, 2011 and 2010, respectively. The line of credit expires in October 2012 and is expected to be extended at its maturity date. The line of credit carries a variable interest rate equal to the lender’s commercial base rate, but not less than 4%. Interest is due and payable monthly. The line of credit is unsecured.

Notes payable are summarized as follows:

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Express Lane, Inc.

Notes to Financial Statements

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE (CONTINUED)

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Express Lane, Inc.

Notes to Financial Statements

NOTE 5 — LINES OF CREDIT AND NOTES PAYABLE (CONTINUED)

The aggregate repayment of notes payable during each of the five years subsequent to December 31, 2011, is as follows:

The Company has entered into borrowings as described above that are collateralized by a security interest in the Company’s receivables.  The receivables had a carrying amount of $1,607,903 and $1,405,844 at December 31, 2011 and 2010, respectively.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 6 — OBLIGATIONS UNDER NON-CANCELLABLE OPERATING LEASES

The Company leases all but nine of its stores under non-cancellable operating leases.  The terms of these leases range from 5 years to 20 years, with expiration dates ranging from March, 2012 to March, 2024.  Most of these leases contain renewal options whereby the Company can extend the lease if it so chooses.  Future minimum lease payments due under these leases consist of the following at December 31, 2011:

Rent expense under all store operating leases for the years ended December 31, 2011 and 2010 was $2,675,114 and $2,748,846, respectively.

NOTE 7 — RELATED PARTIES

The Company leases five stores from entities owned by the family members who are directors of the Company under non-cancellable operating leases. These leases are included in the amounts described under operating leases at Note 6. These leases are for a term of fifteen years, with two renewal options of five years each. Future minimum lease payments due under these leases consist of the following at December 31, 2011:

Rent expense under these leases for the years ended December 31, 2011 and 2010, was $240,600 and $224,650, respectively.

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Express Lane, Inc.

Notes to Financial Statements

NOTE 8 — COMMON CONTROL

The Company’s owners also control other companies whose operations are interrelated with those of the Company.  The existence of this control could result in operating results or financial position of the Company significantly different from those that would have been obtained if the companies were autonomous.  Material transactions with these other companies have been disclosed in Note 6.

NOTE 9 — SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash was paid during the year indicated for:

NOTE 10 — CONCENTRATION OF CREDIT RISK

The Company maintains cash balances at several financial institutions in the states of Florida and Georgia.  The balances are insured by the Federal Deposit Insurance Corporation up to $250,000 if interest bearing and are fully insured if noninterest-bearing.

At December 31, 2011 and 2010, the Company’s uninsured cash balances totaled $254,909 and $971,757, respectively.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

The Company maintains surety bonds in the amount of $172,525 to cover utility deposits.

NOTE 12 — EVENTS SUBSEQUENT TO THE DATE OF THE INDEPENDENT AUDITOR’S REPORT (UNAUDITED)

During the fourth quarter of 2012, the Company sold six of its convenience stores along with the related equipment, with a net book value of approximately $2.5 million, for approximately $2.5 million.

On December 21, 2012, the Company was acquired by Lehigh Gas Partners, LP. The aggregate purchase price paid for the Company was $43 million, subject to certain post-closing adjustments.

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Supplementary Information

Express Lane, Inc.

Schedules of Operating Expenses

See independent auditor’s report

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Express Lane, Inc.

Schedules of Administrative Expenses