XML 35 R23.htm IDEA: XBRL DOCUMENT v3.25.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Note 14. RELATED PARTY TRANSACTIONS

Transactions with Affiliates of Members of the Board

Wholesale Motor Fuel Sales and Real Estate Rentals

Revenues from TopStar, an entity affiliated with the Topper Group, were $43.1 million, $50.7 million and $74.2 million for 2024, 2023 and 2022, respectively. Accounts receivable from TopStar were $0.6 million and $0.4 million at December 31, 2024 and 2023, respectively.

We lease real estate from the Topper Group. Rent expense under these lease agreements was $10.2 million, $10.3 million and $10.0 million for 2024, 2023 and 2022, respectively. Generally, rent payable under these leases increases by 1.5% per year through the 10-year term expiring in April 2030. Generally, there are four five-year renewal options under these leases.

Sale of Property

In 2024, we sold one property to a related party affiliated with the Topper Group for $2.5 million, resulting in a net gain of $1.8 million.

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 as well as other cost reimbursements, totaling $125.2 million, $108.5 million and $91.7 million for 2024, 2023 and 2022, respectively. Such expenses are included in operating expenses and general and administrative expenses in the statements of operations. Amounts payable to the Topper Group related to expenses incurred by the Topper Group on our behalf in accordance with the Omnibus Agreement totaled $5.7 million and $8.4 million at December 31, 2024 and 2023, respectively.

Common Unit Distributions and Other Equity Transactions

 

We distributed $30.8 million, $30.8 million and $30.7 million to the Topper Group related to its ownership of our common units during 2024, 2023 and 2022, respectively.

 

We distributed $10.5 million to affiliates of John B. Reilly, III, a member of our Board, related to their ownership of our common units for each of the years 2024, 2023 and 2022.

 

See Note 18 for information regarding the preferred membership interests held by related parties.

Maintenance and Environmental Costs

Certain maintenance and environmental 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 $3.4 million, $2.6 million and $2.0 million for 2024, 2023 and 2022, respectively. Accounts payable to this related party amounted to $0.6 million and $0.3 million at December 31, 2024 and 2023, 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. Merchandise costs amounted to $19.4 million, $20.8 million and $21.1 million for 2024, 2023 and 2022, respectively. Amounts payable to this related party amounted to $1.4 million at each of December 31, 2024 and 2023.

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 $0.2 million for 2024 and 2023 and $0.1 million for 2022.

Principal Executive Offices

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 $1.2 million, $1.0 million and $0.9 million for 2024, 2023 and 2022, 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 2024, 2023 and 2022.