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Related-Party Transactions
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
Related-Party Transactions

Note 9. RELATED-PARTY TRANSACTIONS

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from motor fuel sales and rental income from DMS for the three and six months ended June 30, 2020 were as follows (in thousands):

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30, 2020

 

 

June 30, 2020

 

 

Revenues from motor fuel sales to DMS

 

$

7,125

 

 

$

29,234

 

 

Rental income from DMS

 

 

183

 

 

 

1,395

 

 

 

As a result of the acquisition of retail and wholesale assets as further described under “Prior Year Acquisitions” in Note 1, as of April 14, 2020, we no longer have any revenue from DMS.

Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., were $14.6 million and $2.8 million for the three months ended June 30, 2021 and 2020 and $25.8 million and $2.8 million for the six months ended June 30, 2021 and 2020, respectively. Accounts receivable from TopStar were $0.9 million and $0.7 million at June 30, 2021 and December 31, 2020, respectively. Effective April 14, 2020, we acquired wholesale fuel supply rights, including this supply contract, as part of the acquisition of retail and wholesale assets. Prior to April 14, 2020, we were only leasing motor fuel stations to TopStar.

CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements, including rent paid under the leases entered into in connection with the acquisition of retail and wholesale assets, was $2.2 million and $1.6 million for the three months ended June 30, 2021 and 2020 and $4.5 million and $1.9 million for the six months ended June 30, 2021 and 2020, respectively.

Topper Group Omnibus Agreement

We incurred expenses under the Topper Group Omnibus Agreement, including costs for store level personnel at our company operated sites since our April 2020 acquisition of retail and wholesale assets, totaling $13.0 million and $10.6 million for the three months ended June 30, 2021 and 2020 and $25.8 million and $14.2 million for the six months ended June 30, 2021 and 2020, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statement of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Topper Group Omnibus Agreement totaled $3.9 million and $3.7 million at June 30, 2021 and December 31, 2020, respectively.

IDR and Common Unit Distributions

We distributed $9.7 million and $9.7 million to the Topper Group related to its ownership of our common units during the three months ended June 30, 2021 and 2020 and $19.4 million and $17.7 million for the six months ended June 30, 2021 and 2020, respectively. We distributed $0.1 million to the Topper Group related to its ownership of our IDRs during the six months ended June 30, 2020. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs.

Maintenance and Environmental Costs

Certain maintenance and environmental remediation activities are performed by an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.4 million and $0.2 million for the three months ended June 30, 2021 and 2020 and $0.9 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. Accounts payable to this related party amounted to $0.3 million and $0.1 million at June 30, 2021 and December 31, 2020, respectively.

Environmental Compliance and Inventory Management Costs

We use certain environmental monitoring and inventory management equipment and services provided by an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.1 million and an insignificant amount for the three months ended June 30, 2021 and 2020 and $0.2 million and an insignificant amount for the six months ended June 30, 2021 and 2020, respectively.

Convenience Store Products

We purchase certain convenience store products from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of the Board, as approved by the independent conflicts committee of the Board in connection with the April 2020 acquisition of retail and wholesale assets. Merchandise costs amounted to $5.0 million and $5.1 million for three months ended June 30, 2021 and 2020 and $9.2 million and $5.1 million for the six months ended June 30, 2021 and 2020, respectively. Amounts payable to this related party amounted to $1.9 million and $1.5 million at June 30, 2021 and December 31, 2020, respectively.

Vehicle Lease

 

In connection with the services rendered under the Topper Group Omnibus Agreement, we lease certain vehicles from an entity affiliated with Joseph V. Topper, Jr., a member of the Board, as approved by the independent conflicts committee of the Board. Lease expense was insignificant for the three and six months ended June 30, 2021 and 2020.

Principal Executive Offices

Our principal executive offices are in Allentown, Pennsylvania. We sublease office space from the Topper Group that the Topper Group leases from an affiliate of John B. Reilly, III and Joseph V. Topper, Jr., members of our Board, as approved by the independent conflicts committee of the Board. Rent expense amounted to $0.4 million and $0.3 million for the three months ended June 30, 2021 and 2020 and $0.7 million and $0.5 million for the six months ended June 30, 2021 and 2020, respectively.

Public Relations and Website Consulting Services

 

We have engaged a company affiliated with a member of the Board for public relations and website consulting services. The cost of these services was insignificant for the three and six months ended June 30, 2021 and 2020.