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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination
The table below presents the purchase price (in thousands):
Base purchase price:
$
291,561 
Less: Adjusted Net Working Capital (as defined in the Gravity Acquisition Agreement)
3,814 
Plus: Various closing adjustments
5,433 
Adjusted purchase price
$
300,808 
Cash paid
$
209,297 
Fair value of common units issued (1)
91,511 
Purchase price
$
300,808 
(1)The increase from the $85.0 million base purchase price outlined in the purchase agreement for the common unit consideration was driven by an appreciation in the common unit price.
The table below presents the purchase price (in thousands):
Base purchase price:
$
230,000 
Less: Adjusted Net Working Capital (as defined in the H2O Midstream Acquisition Agreement)
(2,596)
Plus: various closing adjustments
2,331 
Adjusted purchase price
$
229,735 
Cash paid
$
159,735 
Fair value of Preferred Units issued
70,000 
Purchase price
$
229,735 
Business Combination, Recognized Asset Acquired and Liability Assumed
The following table summarizes the fair values of assets acquired and liabilities assumed in the Gravity Acquisition as of January 2, 2025 (in thousands):
Assets acquired:
Cash and cash equivalents
$
5,317 
Accounts receivables
16,433 
Inventories
1,851 
Other current assets
1,681 
Property, plant and equipment
191,485 
Operating lease right-of-use assets
107 
Customer relationship intangible (1)
66,271 
Other intangibles (1)
31,921 
Other non-current assets
59 
Total assets acquired
315,125 
Liabilities assumed:
Accounts payable
2,459 
Accrued expenses and other current liabilities
5,733 
Current portion of operating lease liabilities
54 
Asset retirement obligations
6,022 
Operating lease liabilities, net of current portion
49 
Total liabilities assumed
14,317 
Fair value of net assets acquired
$
300,808 
(1)The acquired intangible assets amount includes the following identified intangibles:
Customer relationship intangible that is subject to amortization with a fair value of $66.3 million, which will be amortized over approximately 32 years.
Rights-of-way intangibles are valued at $31.9 million, the majority of which have an indefinite life.
The following table summarizes the fair values of assets acquired and liabilities assumed in the H2O Midstream Acquisition as of September 11, 2024 (in thousands):
Assets acquired:
Accounts receivables
$
6,644 
Inventories
2,448 
Other current assets
879 
Property, plant and equipment
172,374 
Operating lease right-of-use assets
2,058 
Customer relationship intangible (1)
26,270 
Other intangibles (1)
33,268 
Other non-current assets
21 
Total assets acquired
243,962 
Liabilities assumed:
Accounts payable
1,833 
Accrued expenses and other current liabilities
7,045 
Current portion of operating lease liabilities
278 
Asset retirement obligations
4,852 
Operating lease liabilities, net of current portion
219 
Total liabilities assumed
14,227 
Fair value of net assets acquired
$
229,735 
(1)The acquired intangible assets amount includes the following identified intangibles:
Customer relationship intangible that is subject to amortization with a fair value of $26.3 million, which will be amortized over 13.4 years.
Rights-of-way intangibles are valued at $28.5 million, which have an indefinite life.
Favorable supply contract intangible that is subject to amortization with a fair value of $4.8 million which will be amortized over 4.8 years.
Schedule of Business Combination, Fair Value Adjustments
During the year ended December 31, 2025, the Partnership recorded the following fair value adjustments to the preliminary purchase price allocation, based on new information about facts and circumstances that existed as of the acquisition date:
Balance Sheet Description
Preliminary Value
Final Value
Change
Property, plant and equipment
$
208,313 
$
191,485 
$
(16,828)
Customer relationship intangible
$
50,674 
$
66,271 
$
15,597 
Asset retirement obligations
$
7,202 
$
6,022 
$
(1,180)
Business Combination, Pro Forma Information
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the Gravity Acquisition had occurred on January 1, 2024. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
Year Ended December 31,
2025
2024
(in thousands)
Net revenues
$
1,013,323 
$
1,058,936 
Net income attributable to partners
$
185,556 
$
149,185 
The following table summarizes the unaudited pro forma financial information of the Partnership assuming the H2O Midstream Acquisition had occurred on January 1, 2023. The unaudited pro forma financial information has been adjusted to give effect to certain pro forma adjustments that are directly related to this acquisition based on available information and certain assumptions that management believes are factually supportable. The most significant pro forma adjustments relate to (i) incremental interest expense associated with revolving credit facility borrowings incurred in connection with this acquisition, (ii) incremental depreciation resulting from the estimated fair values of acquired property, plant and equipment, (iii) incremental amortization resulting from the estimated fair value of the acquired customer relationship intangible and, (iv) transaction costs. The unaudited pro forma financial information excludes any expected cost savings or other synergies as a result of this acquisition. The unaudited pro forma financial information is not necessarily indicative of the results of operations that would have been achieved had this acquisition been effective as of the date presented, nor is it indicative of future operating results of the combined company. Actual results may differ significantly from the unaudited pro forma financial information.
Year Ended December 31,
2024
2023
(in thousands)
Net revenues
$
985,232 
$
1,107,103 
Net income attributable to partners
$
156,238 
$
142,376