UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Perpetual Preferred Units representing limited partner interests | ||||
Perpetual Preferred Units representing limited partner interests |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |||
Non-accelerated filer ☐ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The issuer had
TABLE OF CONTENTS
Item 1.Financial Statements
GLOBAL PARTNERS LP
CONSOLIDATED BALANCE SHEETS
(In thousands, except unit data)
(Unaudited)
March 31, | December 31, |
| |||||
| 2022 |
| 2021 |
| |||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Accounts receivable, net | | | |||||
Accounts receivable—affiliates |
| |
| | |||
Inventories |
| |
| | |||
Brokerage margin deposits |
| |
| | |||
Derivative assets |
| |
| | |||
Prepaid expenses and other current assets |
| |
| | |||
Total current assets |
| |
| | |||
Property and equipment, net |
| |
| | |||
Right of use assets, net | | | |||||
Intangible assets, net |
| |
| | |||
Goodwill |
| |
| | |||
Other assets |
| |
| | |||
Total assets | $ | | $ | | |||
Liabilities and partners’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | | $ | | |||
Working capital revolving credit facility—current portion |
| |
| | |||
Lease liability—current portion | | | |||||
Environmental liabilities—current portion |
| |
| | |||
Trustee taxes payable |
| |
| | |||
Accrued expenses and other current liabilities |
| |
| | |||
Derivative liabilities |
| |
| | |||
Total current liabilities |
| |
| | |||
Working capital revolving credit facility—less current portion |
| |
| | |||
Revolving credit facility |
| |
| | |||
Senior notes |
| |
| | |||
Long-term lease liability—less current portion | | | |||||
Environmental liabilities—less current portion |
| |
| | |||
Financing obligations | | | |||||
Deferred tax liabilities | | | |||||
Other long—term liabilities |
| |
| | |||
Total liabilities |
| |
| | |||
Partners’ equity | |||||||
Series A preferred limited partners ( | | | |||||
Series B preferred limited partners ( | | | |||||
Common limited partners ( |
| |
| | |||
General partner interest ( |
| ( |
| ( | |||
Accumulated other comprehensive loss |
| ( |
| ( | |||
Total partners’ equity |
| |
| | |||
Total liabilities and partners’ equity | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
3
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
(Unaudited)
Three Months Ended |
| ||||||
March 31, | |||||||
| 2022 |
| 2021 |
| |||
Sales | $ | | $ | | |||
Cost of sales |
| |
| | |||
Gross profit |
| |
| | |||
Costs and operating expenses: | |||||||
Selling, general and administrative expenses |
| |
| | |||
Operating expenses |
| |
| | |||
Amortization expense |
| |
| | |||
Net gain on sale and disposition of assets | ( | ( | |||||
Total costs and operating expenses |
| |
| | |||
Operating income |
| |
| | |||
Interest expense |
| ( |
| ( | |||
Income before income tax (expense) benefit |
| |
| ( | |||
Income tax (expense) benefit |
| ( |
| | |||
Net income (loss) |
| |
| ( | |||
Less: General partner’s interest in net income (loss), including incentive distribution rights |
| |
| | |||
Less: Preferred limited partner interest in net income | | | |||||
Net income (loss) attributable to common limited partners | $ | | $ | ( | |||
Basic net income (loss) per common limited partner unit | $ | | $ | ( | |||
Diluted net income (loss) per common limited partner unit | $ | | $ | ( | |||
Basic weighted average common limited partner units outstanding | |
| | ||||
Diluted weighted average common limited partner units outstanding |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
4
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
Three Months Ended |
| ||||||
March 31, | |||||||
2022 |
| 2021 |
| ||||
Net income (loss) | $ | | $ | ( | |||
Other comprehensive (loss) income: | |||||||
Change in fair value of cash flow hedges |
| — |
| | |||
Change in pension liability |
| ( |
| | |||
Total other comprehensive (loss) income |
| ( |
| | |||
Comprehensive income (loss) | $ | | $ | ( |
The accompanying notes are an integral part of these consolidated financial statements.
5
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended | |||||||
March 31, |
| ||||||
| 2022 |
| 2021 |
| |||
Cash flows from operating activities | |||||||
Net income (loss) | $ | | $ | ( | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | | | |||||
Amortization of deferred financing fees |
| | | ||||
Bad debt expense |
| | ( | ||||
Unit-based compensation expense |
| | | ||||
Net gain on sale and disposition of assets |
| ( | ( | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable |
| ( | ( | ||||
Accounts receivable-affiliate |
| ( | ( | ||||
Inventories |
| | ( | ||||
Broker margin deposits |
| ( | ( | ||||
Prepaid expenses, all other current assets and other assets |
| | | ||||
Accounts payable |
| | | ||||
Trustee taxes payable |
| ( | | ||||
Change in derivatives |
| | | ||||
Accrued expenses, all other current liabilities and other long-term liabilities |
| ( | ( | ||||
Net cash provided by (used in) operating activities |
| |
| ( | |||
Cash flows from investing activities | |||||||
Acquisitions |
| ( |
| ( | |||
Capital expenditures |
| ( | ( | ||||
Seller note issuances | — | ( | |||||
Proceeds from sale of property and equipment |
| | | ||||
Net cash used in investing activities |
| ( |
| ( | |||
Cash flows from financing activities | |||||||
Net proceeds from issuance of Series B preferred units | — | | |||||
Net borrowings from working capital revolving credit facility | | | |||||
Net borrowings from (payments on) revolving credit facility |
| | ( | ||||
LTIP units withheld for tax obligations |
| ( | ( | ||||
Distributions to limited partners and general partner |
| ( | ( | ||||
Net cash provided by financing activities |
| |
| | |||
Cash and cash equivalents | |||||||
(Decrease) increase in cash and cash equivalents |
| ( |
| | |||
Cash and cash equivalents at beginning of period |
| |
| | |||
Cash and cash equivalents at end of period | $ | | $ | | |||
Supplemental information | |||||||
Cash paid during the period for interest |
| $ | |
| $ | |
The accompanying notes are an integral part of these consolidated financial statements.
6
GLOBAL PARTNERS LP
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(In thousands)
(Unaudited)
Series A | Series B | Accumulated | |||||||||||||||||
Preferred | Preferred | Common | General | Other | Total | ||||||||||||||
Limited | Limited | Limited | Partner | Comprehensive | Partners’ |
| |||||||||||||
Three months ended March 31, 2022 |
| Partners | Partners | Partners |
| Interest |
| Income (Loss) |
| Equity |
| ||||||||
Balance at December 31, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Net income |
| |
| |
| |
| |
| — |
| | |||||||
Distributions to limited partners and general partner | ( | ( |
| ( |
| ( |
| — | ( | ||||||||||
Unit-based compensation | — | — |
| |
| — |
| — | | ||||||||||
Other comprehensive income | — | — |
| — |
| — |
| ( | ( | ||||||||||
LTIP units withheld for tax obligations | — | — |
| ( |
| — |
| — | ( | ||||||||||
Dividends on repurchased units | — | — |
| |
| — |
| — | | ||||||||||
Balance at March 31, 2022 | $ | | $ | | $ | | $ | ( | $ | ( | $ | |
Series A | Series B | Accumulated | |||||||||||||||||
Preferred | Preferred | Common | General | Other | Total | ||||||||||||||
Limited | Limited | Limited | Partner | Comprehensive | Partners’ |
| |||||||||||||
Three months ended March 31, 2021 |
| Partners | Partners | Partners |
| Interest |
| Income (Loss) |
| Equity |
| ||||||||
Balance at December 31, 2020 | $ | | $ | — | $ | | $ | ( | $ | | $ | | |||||||
Issuance of Series B preferred units | — | | — | — | — | | |||||||||||||
Net income (loss) |
| |
| |
| ( |
| |
| — |
| ( | |||||||
Distributions to limited partners and general partner | ( | — |
| ( |
| ( |
| — | ( | ||||||||||
Unit-based compensation | — | — |
| |
| — |
| — | | ||||||||||
Other comprehensive income | — | — |
| — |
| — |
| | | ||||||||||
LTIP units withheld for tax obligations | — | — |
| ( |
| — |
| — | ( | ||||||||||
Dividends on repurchased units | — | — |
| |
| — |
| — | | ||||||||||
Balance at March 31, 2021 | $ | | $ | | $ | | $ | ( | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
7
Note 1. Organization and Basis of Presentation
Organization
Global Partners LP (the “Partnership”) is a master limited partnership formed in March 2005. The Partnership owns, controls or has access to one of the largest terminal networks of refined petroleum products and renewable fuels in Massachusetts, Maine, Connecticut, Vermont, New Hampshire, Rhode Island, New York, New Jersey and Pennsylvania (collectively, the “Northeast”). The Partnership is one of the region’s largest independent owners, suppliers and operators of gasoline stations and convenience stores. As of March 31, 2022, the Partnership had a portfolio of
Global GP LLC, the Partnership’s general partner (the “General Partner”), manages the Partnership’s operations and activities and employs its officers and substantially all of its personnel, except for most of its gasoline station and convenience store employees who are employed by Global Montello Group Corp. (“GMG”), a wholly owned subsidiary of the Partnership.
The General Partner, which holds a
COVID-19 Pandemic
The COVID-19 pandemic continues to make its presence felt at home, in the workplace, at the Partnership’s retail sites and terminal locations and in the global supply chain. The Partnership remains active in responding to the challenges posed by the COVID-19 pandemic and continues to provide essential products and services while prioritizing the safety of its employees, customers and vendors in the communities where the Partnership operates.
2022 Events
Amendments to the Credit Agreement—On March 9, 2022, the Partnership and certain of its subsidiaries entered into the sixth amendment to third amended and restated credit agreement which, among other things, increased the total aggregate commitment to $
Acquisitions—On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets from Miller Oil Co., Inc. (“Miller Oil”). See Note 2.
On January 25, 2022, the Partnership acquired substantially all of the assets from Connecticut-based Consumers Petroleum of Connecticut, Incorporated (“Consumers Petroleum”). See Note 2.
8
Basis of Presentation
The financial results of Miller Oil and Consumers Petroleum since the respective acquisition date are included in the accompanying statement of operations for the three months ended March 31, 2022. The accompanying consolidated financial statements as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 reflect the accounts of the Partnership. Upon consolidation, all intercompany balances and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial condition and operating results for the interim periods. The interim financial information, which has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 and notes thereto contained in the Partnership’s Annual Report on Form 10-K. The significant accounting policies described in Note 2, “Summary of Significant Accounting Policies,” of such Annual Report on Form 10-K are the same used in preparing the accompanying consolidated financial statements.
The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results of operations that will be realized for the entire year ending December 31, 2022. The consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.
Concentration of Risk
Due to the nature of the Partnership’s businesses and its reliance, in part, on consumer travel and spending patterns, the Partnership may experience more demand for gasoline during the late spring and summer months than during the fall and winter months. Travel and recreational activities are typically higher in these months in the geographic areas in which the Partnership operates, increasing the demand for gasoline. Therefore, the Partnership’s volumes in gasoline are typically higher in the second and third quarters of the calendar year. However, the COVID-19 pandemic has had a negative impact on gasoline demand and the extent and duration of that impact remains uncertain. As demand for some of the Partnership’s refined petroleum products, specifically home heating oil and residual oil for space heating purposes, is generally greater during the winter months, heating oil and residual oil volumes are generally higher during the first and fourth quarters of the calendar year. These factors may result in fluctuations in the Partnership’s quarterly operating results.
The following table presents the Partnership’s product sales and other revenues as a percentage of the consolidated sales for the periods presented:
Three Months Ended | |||||
March 31, | |||||
| 2022 |
| 2021 |
| |
Gasoline sales: gasoline and gasoline blendstocks (such as ethanol) |
| | % | | % |
Distillates (home heating oil, diesel and kerosene) and residual oil sales |
| | % | | % |
Crude oil sales and crude oil logistics revenue |
| — | % | | % |
Convenience store and prepared food sales, rental income and sundries | | % | | % | |
Total |
| | % | | % |
9
The following table presents the Partnership’s product margin by segment as a percentage of the consolidated product margin for the periods presented:
Three Months Ended | |||||
March 31, | |||||
| 2022 |
| 2021 |
| |
Wholesale segment |
| | % | | % |
Gasoline Distribution and Station Operations segment |
| | % | | % |
Commercial segment | | % | | % | |
Total |
| | % | | % |
See Note 13, “Segment Reporting,” for additional information on the Partnership’s operating segments.
Note 2. Business Combinations
Acquisition from Miller Oil Co., Inc.—On February 1, 2022, the Partnership acquired substantially all of the retail motor fuel assets from Miller Oil in a cash transaction. The acquisition includes
The preliminary fair values of the assets acquired and liabilities assumed as of February 1, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the GDSO segment. Substantially all of the goodwill is expected to be deductible for tax purposes. These preliminary acquisition date values were generally determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the acquisition accounting is not complete, and additional information that existed at the acquisition date may become known to the Partnership during the remainder of the measurement period. As of the filing date of this Form 10-Q, the Partnership is still in the process of valuing the assets acquired from Miller Oil, including inventory, property and equipment, right of use assets, intangible assets and liabilities.
10
The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
Assets purchased: |
| ||
Inventory | $ | | |
Property and equipment | | ||
Right of use assets | | ||
Intangibles | | ||
Total identifiable assets purchased | | ||
Liabilities assumed: | |||
Accrued expenses and other current liabilities | ( | ||
Environmental liabilities | ( | ||
Lease liability | ( | ||
Other non-current liabilities | ( | ||
Total liabilities assumed | ( | ||
Net identifiable assets acquired | | ||
Goodwill | | ||
Net assets acquired |
| $ | |
The fair values of the remaining assets and liabilities noted above approximate their carrying values at February 1, 2022.
The Partnership utilized accounting guidance related to intangible assets which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include, in part, a review of the expected use by the Partnership of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. The Partnership amortizes these intangible assets over their estimated useful lives which is consistent with the estimated undiscounted future cash flows of these assets.
As part of the purchase price allocation, identifiable intangible assets include dealer supply contracts that are being amortized over
In connection with the acquisition of Miller Oil, the Partnership incurred acquisition costs of approximately $
Acquisition from Consumers Petroleum of Connecticut Incorporated—On January 25, 2022, the Partnership acquired substantially all of the assets from Consumers Petroleum in a cash transaction. The acquisition includes
The preliminary fair values of the assets acquired and liabilities assumed as of January 25, 2022, the acquisition date, are set forth in the table below. The excess of the purchase price over the aggregate acquisition date value of identifiable net assets acquired was recorded as goodwill and assigned to the GDSO segment. Substantially all of the goodwill is expected to be deductible for tax purposes. These preliminary acquisition date values were generally determined through established and generally accepted valuation techniques and are subject to change during the measurement period as valuations are finalized. As a result, the acquisition accounting is not complete, and additional
11
information that existed at the acquisition date may become known to the Partnership during the remainder of the measurement period. As of the filing date of this Form 10-Q, the Partnership is still in the process of valuing the assets acquired from Consumers Petroleum, including inventory, property and equipment, right of use assets, intangible assets and liabilities.
The following table presents the preliminary allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):
Assets purchased: |
| ||
Inventory | $ | | |
Property and equipment | | ||
Right of use assets | | ||
Intangibles | | ||
Other non-current assets | | ||
Total identifiable assets purchased | | ||
Liabilities assumed: | |||
Environmental liabilities | ( | ||
Lease liability | ( | ||
Other non-current liabilities | ( | ||
Total liabilities assumed | ( | ||
Net identifiable assets acquired | | ||
Goodwill | | ||
Net assets acquired | $ | |
The fair values of the remaining assets and liabilities noted above approximate their carrying values at January 25, 2022.
The Partnership utilized accounting guidance related to intangible assets which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include, in part, a review of the expected use by the Partnership of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets and legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset. The Partnership amortizes these intangible assets over their estimated useful lives which is consistent with the estimated undiscounted future cash flows of these assets.
As part of the purchase price allocation, identifiable intangible assets include dealer supply contracts that are being amortized over
In connection with the acquisition of Consumers Petroleum, the Partnership incurred acquisition costs of approximately $
Supplemental Pro Forma Information—Revenues and net income not included in the Partnership’s consolidated operating results for Miller Oil and Consumers Petroleum from January 1, 2022 through the respective acquisition date were immaterial.
12
Note 3. Revenue from Contract Customers
Disaggregation of Revenue
The following table provides the disaggregation of revenue from contracts with customers and other sales by segment for the periods presented (in thousands):
Three Months Ended March 31, 2022 |
| ||||||||||||
Revenue from contracts with customers: |
| Wholesale |
| GDSO |
| Commercial |
| Total |
| ||||
Refined petroleum products, renewable fuels and crude oil | $ | | $ | | $ | | $ | | |||||
Station operations |
| — |
| |
| — |
| | |||||
Total revenue from contracts with customers | | | | | |||||||||
Other sales: | |||||||||||||
Revenue originating as physical forward contracts and exchanges | | — | | | |||||||||
Revenue from leases |
| |
| |
| — |
| | |||||
Total other sales | | | | | |||||||||
Total sales | $ | | $ | | $ | | $ | |
Three Months Ended March 31, 2021 |
| ||||||||||||
Revenue from contracts with customers: |
| Wholesale |
| GDSO |
| Commercial |
| Total |
| ||||
Refined petroleum products, renewable fuels and crude oil | $ | | $ | | $ | | $ | | |||||
Station operations |
| — |
| |
| — |
| | |||||
Total revenue from contracts with customers | | | | | |||||||||
Other sales: | |||||||||||||
Revenue originating as physical forward contracts and exchanges | | — | | | |||||||||
Revenue from leases |
| |
| |
| — |
| | |||||
Total other sales | | | | | |||||||||
Total sales | $ | | $ | | $ | | $ | |
Contract Balances
A receivable, which is included in accounts receivable, net in the accompanying consolidated balance sheets, is recognized in the period the Partnership provides services when its right to consideration is unconditional. In contrast, a contract asset will be recognized when the Partnership has fulfilled a contract obligation but must perform other obligations before being entitled to payment.
The nature of the receivables related to revenue from contracts with customers and other revenue, as well as contract assets, are the same, given they are related to the same customers and have the same risk profile and securitization. Payment terms on invoiced amounts are typically
A contract liability is recognized when the Partnership has an obligation to transfer goods or services to a customer for which the Partnership has received consideration (or the amount is due) from the customer. The Partnership had no significant contract liabilities at both March 31, 2022 and December 31, 2021.
13
Note 4. Inventories
The Partnership hedges substantially all of its petroleum and ethanol inventory using a variety of instruments, primarily exchange-traded futures contracts. These futures contracts are entered into when inventory is purchased and are either designated as fair value hedges against the inventory on a specific barrel basis for inventories qualifying for fair value hedge accounting or not designated and maintained as economic hedges against certain inventory of the Partnership on a specific barrel basis. Changes in fair value of these futures contracts, as well as the offsetting change in fair value on the hedged inventory, are recognized in earnings as an increase or decrease in cost of sales. All hedged inventory designated in a fair value hedge relationship is valued using the lower of cost, as determined by specific identification, or net realizable value, as determined at the product level. All petroleum and ethanol inventory not designated in a fair value hedging relationship is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Renewable Identification Numbers (“RINs”) inventory is carried at the lower of historical cost, on a first-in, first-out basis, or net realizable value. Convenience store inventory is carried at the lower of historical cost, based on a weighted average cost method, or net realizable value.
Inventories consisted of the following (in thousands):
March 31, | December 31, | ||||||
| 2022 |
| 2021 |
| |||
Distillates: home heating oil, diesel and kerosene | $ | | $ | | |||
Gasoline |
| |
| | |||
Gasoline blendstocks |
| |
| | |||
Crude oil |
| |
| | |||
Residual oil |
| |
| | |||
Renewable identification numbers (RINs) |
| |
| | |||
Convenience store inventory |
| |
| | |||
Total | $ | | $ | |
In addition to its own inventory, the Partnership has exchange agreements for petroleum products and ethanol with unrelated third-party suppliers, whereby it may draw inventory from these other suppliers and suppliers may draw inventory from the Partnership. Positive exchange balances are accounted for as accounts receivable and amounted to $
Note 5. Goodwill
The following table presents changes in goodwill, all of which has been allocated to the Gasoline Distribution and Station Operations (“GDSO”) segment (in thousands):
Balance at December 31, 2021 | $ | | ||
Acquisition of Miller Oil (1) | | |||
Acquisition of Consumers Petroleum (1) | | |||
Dispositions (2) | ( | |||
Balance at March 31, 2022 | $ | |
(1) | See Note 2 for information on the Partnership’s business combinations. |
(2) | Dispositions represent derecognition of goodwill associated with the sale and disposition of certain assets. |
14
Note 6. Property and Equipment
Property and equipment consisted of the following (in thousands):
March 31, | December 31, | ||||||
| 2022 |
| 2021 |
| |||
Buildings and improvements | $ | | $ | | |||
Land |
| |
| | |||
Fixtures and equipment |
| |
| | |||
Idle plant assets | | | |||||
Construction in process |
| |
| | |||
Capitalized internal use software |
| |
| | |||
Total property and equipment |
| |
| | |||
Less accumulated dep |