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Related Party Transactions | 12 Months Ended
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Dec. 31, 2022
Related Party Transactions [Abstract] |
Related Party Transactions | Note 14. RELATED PARTY TRANSACTIONS Transactions with Affiliates of Members of the Board Fuel Supply and Lease Agreements Revenues from motor fuel sales and rental income from DMS were $27.1 million and $1.4 million for 2020, respectively. As a result of the acquisition of retail and wholesale assets as of April 14, 2020, we no longer have any revenue from DMS. Revenues from TopStar, an entity affiliated with the Topper Group, were $74.2 million, $58.0 million and $21.0 million for 2022, 2021 and 2020, respectively. Accounts receivable from TopStar were $0.7 million and $1.3 million at December 31, 2022 and 2021, 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 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 $10.0 million, $9.3 million and $6.6 million for 2022, 2021 and 2020, respectively. Omnibus Agreement On January 15, 2020, the Partnership entered into an Omnibus Agreement, effective as of January 1, 2020 (the “Omnibus Agreement”), among the Partnership, the General Partner and DMI. The terms of the 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 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 Omnibus Agreement will continue in effect until terminated in accordance with its terms. The Topper Group has the right to terminate the Omnibus Agreement at any time upon 180 days’ prior written notice, and the General Partner has the right to terminate the Omnibus Agreement at any time upon 60 days’ prior written notice. We incurred expenses under the Omnibus Agreement, including costs for store level personnel at our company operated sites, totaling $83.9 million, $62.5 million and $38.4 million for 2022, 2021 and 2020, respectively. Such expenses are included in operating expenses and general and administrative expenses in the consolidated statements of income. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $6.1 million at December 31, 2022 and 2021. Common Unit Distributions and Other Equity Transactions We distributed $30.7 million, $34.7 million and $37.1 million to the Topper Group related to its ownership of our common units during 2022, 2021 and 2020, 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 $10.5 million, $6.2 million and $2.0 million to affiliates of John B. Reilly, III related to their ownership of our common units for 2022, 2021 and 2020, respectively. See Note 18 for information regarding the issuance of preferred membership interests to related parties. Maintenance and Environmental Costs Certain maintenance and environmental monitoring and remediation activities are performed 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 $2.0 million, $2.2 million and $0.6 million for 2022, 2021 and 2020, respectively. Accounts payable to this related party amounted to $0.3 million at December 31, 2022. 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 $21.1 million, $19.7 million and $14.4 million for 2022. 2021 and 2020, respectively. Amounts payable to this related party amounted to $1.4 million and $1.5 million at December 31, 2022 and 2021. Vehicle Lease In connection with the services rendered under the Omnibus Agreement, we lease certain vehicles from an entity affiliated with the Topper Group, as approved by the independent conflicts committee of the Board. Lease expense was $0.1 million for 2022, 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 $0.9 million, $1.3 million and $1.1 million for 2022, 2021 and 2020, respectively. Public Relations and Website Consulting Services We have engaged a company affiliated with John B. Reilly, III, a member of our Board, for public relations and website consulting services. The cost of these services amounted to $0.1 million for 2022, 2021 and 2020.

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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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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