Goodwill

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill represents the excess of the aggregate purchase price over the fair value of the identifiable net assets acquired and is not amortized. We perform an annual assessment of whether goodwill retains its value. This assessment is done more frequently if indicators of potential impairment exist. We performed our annual goodwill impairment review in the fourth quarter of 2024, 2023, and 2022.

For the years ended December 31, 2024 and 2022, we performed a qualitative assessment. The annual impairment review resulted in the determination that no indicators of impairment of goodwill were present.

For the year ended December 31, 2023, we performed a quantitative assessment for our Delaware Gathering reporting unit and a qualitative assessment for our other reporting units. Our 2023 testing of goodwill did not identify any impairments other than our Delaware Gathering reporting unit, which reported a goodwill impairment charge of $14.8 million. The impairment was primarily driven by the significant increases in interest rates and timing of system connections with our producer customers.

For the quantitative assessment, we estimated the value of each of the reporting unit using a discounted cash flows ("DCF") analysis. The significant assumptions that were used to develop the estimates of the fair values under the DCF method included management’s best estimates of the discount rate of 16% as well as estimates of future cash flows, which are impacted primarily by volume and EBITDA projections. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future. The fair value measurements for the individual reporting units represent Level 3 measurements.

Accumulated goodwill impairment was $14.8 million as of December 31, 2024 and 2023.

A summary of our goodwill by segment is as follows (in thousands):


	Gathering and Processing		Wholesale Marketing and Terminalling		Storage and Transportation		Total
December 31, 2022	$	19,003	$	7,499	$	549	$	27,051
Goodwill Impairment	(14,848)		—		—		(14,848)
December 31, 2023	4,155		7,499		549		12,203

December 31, 2024	$	4,155	$	7,499	$	549	$	12,203