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Related Party Transactions | 12 Months Ended
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Dec. 31, 2021
Related Party Transactions [Abstract] |
Related Party Transactions | Note 15. RELATED PARTY TRANSACTIONS Transactions with Affiliates of Members of the Board Wholesale Motor Fuel Sales and Real Estate Rentals Revenues from motor fuel sales and rental income from DMS were as follows (in thousands):
|  | For the Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
Revenues from motor fuel sales to DMS |  | $ | — |  |  | $ | 27,127 |  |  | $ | 142,236 |
Rental income from DMS |  |  | — |  |  |  | 1,395 |  |  |  | 6,326 |
As a result of the acquisition of retail and wholesale assets as further described in Note 4, as of April 14, 2020, we no longer have any revenue from DMS. Revenues from TopStar, an entity affiliated with Joseph V. Topper, Jr., a member of the Board, were $58.0 million, $21.0 million and $0.3 million for 2021, 2020 and 2019, respectively. Accounts receivable from TopStar were $1.3 million and $0.7 million at December 31, 2021 and 2020, respectively. As discussed in Note 4, 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 only leased motor fuel stations to TopStar. CrossAmerica leases real estate from the Topper Group. Rent expense under these lease agreements, including rent incurred under the leases entered into in connection with the acquisition of retail and wholesale assets, was $9.3 million, $6.6 million and $1.1 million for 2021, 2020 and 2019, respectively. Topper Group Omnibus Agreement On January 15, 2020, the Partnership entered into an Omnibus Agreement, effective as of January 1, 2020 (the “Topper Group Omnibus Agreement”), among the Partnership, the General Partner and DMI. The terms of the Topper Group Omnibus Agreement were approved by the independent conflicts committee of the Board, which is composed of the independent directors of the Board. Pursuant to the Topper Group Omnibus Agreement, DMI agreed, among other things, to provide, or cause to be provided, to the General Partner for the benefit of the Partnership, at cost without markup, certain management, administrative and operating services. The Topper Group Omnibus Agreement will continue in effect until terminated in accordance with its terms. The Topper Group has the right to terminate the Topper Group Omnibus Agreement at any time upon 180 days’ prior written notice, and the General Partner has the right to terminate the Topper Group Omnibus Agreement at any time upon 60 days’ prior written notice. 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 and for our recently acquired Joe’s Kwik Marts sites, totaling $62.5 million and $38.4 million for 2021 and 2020, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of income. 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 $6.1 million and $3.7 million at December 31, 2021 and 2020, respectively. IDR and Common Unit Distribution We distributed $34.7 million, $37.1 million and $16.0 million to the Topper Group related to its ownership of our common units during 2021, 2020 and 2019, respectively. We distributed $0.1 million to the Topper Group related to its ownership of our IDRs during 2020. On February 6, 2020, we closed on the Equity Restructuring Agreement that eliminated the IDRs. We distributed $6.2 million, $2.0 million and $2.0 million to affiliates of John B. Reilly, III related to their ownership of our common units for 2021, 2020 and 2019, respectively. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and 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 $2.2 million, $0.6 million and $1.0 million for 2021, 2020 and 2019, respectively. Accounts payable to this related party amounted to $0.1 million at December 31, 2020. Environmental Compliance and Inventory Management Costs We use certain environmental monitoring and inventory management equipment and services provided by an entity previously affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. We incurred charges with this related party of $0.2 million for 2021 and 2020. This entity was sold in July 2021 and is no longer a related party. 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 $19.7 million and $14.4 million for 2021 and 2020, respectively. Amounts payable to this related party amounted to $1.5 million at December 31, 2021 and 2020. 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 $0.1 million for both 2021 and 2020. Principal Executive Offices Our principal executive offices are in Allentown, Pennsylvania. We lease office space 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 $1.3 million, $1.1 million and $0.7 million for 2021, 2020 and 2019, 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 amounted to $0.1 million for 2021, 2020 and 2019. Transactions with Circle K As a result of the GP Purchase, Circle K is no longer a related party and we are independent of Circle K from November 19, 2019 forward. However, for comparability purposes, we have disclosed income statement amounts for transactions with Circle K for the full years of 2021, 2020 and 2019. Fuel Sales and Rental Income As of December 31, 2021, we sell wholesale motor fuel under a master fuel distribution agreement to 42 Circle K retail sites and lease real property on 11 retail sites to Circle K under a master lease agreement each having initial 10-year terms. The fuel distribution agreement provides us with rack-plus pricing. The master lease agreement is a triple net lease. As a result of the asset exchanges with Circle K (see Note 4 for additional information), we have sold most of the sites previously leased to Circle K, resulting in the reduction of rental income over the periods in the table below. Revenues from wholesale fuel sales and real property rental income from Circle K were as follows (in thousands):
|  | For the Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
Revenues from motor fuel sales to Circle K |  | $ | 146,444 |  |  | $ | 97,040 |  |  | $ | 153,055 |
Rental income from Circle K |  |  | 2,891 |  |  |  | 5,641 |  |  |  | 13,898 |
CST Fuel Supply Equity Interests CST Fuel Supply provides wholesale motor fuel distribution to the majority of CST’s legacy U.S. retail sites at cost plus a fixed markup per gallon. From July 1, 2015 through the closing of the CST Fuel Supply Exchange, we owned a 17.5% total interest in CST Fuel Supply. We accounted for the income derived from our equity interest of CST Fuel Supply as “Income from CST Fuel Supply equity interests” on our statements of income, which amounted to $3.2 million and $14.8 million for 2020 and 2019, respectively. See Note 4 for information regarding the CST Fuel Supply Exchange. CST Fuel Supply purchases gasoline for immediate distribution to specified retail locations through a supply contract with Valero. Fuel purchases are priced at the prevailing daily rack rates at terminals serving the specified locations. Revenues of CST Fuel Supply represent a $0.05 fixed markup on cost of gallons purchased. As a result of the pass-through nature of the fuel supply operations of CST Fuel Supply, we have presented supplemental income statement information beginning with gross profit as the most meaningful measure relevant to users. CST Fuel Supply does not enter into any other transactions beyond the purchase and resale activities described above. Supplemental income statement information for CST Fuel Supply was as follows (in thousands):
|  | Period from January 1 through March 25, |  |  | For the Year Ended December 31, |
|  | 2020 |  |  | 2019 |
Gross profit |  | $ | 17,820 |  |  | $ | 87,010 |
Net income |  |  | 17,476 |  |  |  | 85,310 |
Purchase of Fuel from Circle K We purchased $40.1 million and $263.5 million of motor fuel from Circle K in 2020 and 2019, respectively. Transitional Omnibus Agreement, Circle K Omnibus Agreement and Management Fees Upon the closing of the GP Purchase, the Partnership entered into a Transitional Omnibus Agreement, dated as of November 19, 2019 (the “Transitional Omnibus Agreement”), among the Partnership, the General Partner and Circle K. Pursuant to the Transitional Omnibus Agreement, Circle K agreed, among other things, to continue to provide, or cause to be provided, to the Partnership certain management, administrative and operating services, as provided under the Circle K Omnibus Agreement through June 30, 2020 with respect to certain services, unless earlier terminated. We incurred expense under the Transitional Omnibus Agreement and Circle K Omnibus Agreement, including non-cash stock-based compensation expense, totaling $11.6 million for 2019. Such costs are included in general and administrative expenses in the statements of income. IDR and Common Unit Distributions We distributed $0.5 million to Circle K related to its ownership of our IDRs and $15.7 million related to its ownership of our common units during 2019.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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