NGL Energy Partners LPNGL
NGL Energy Partners LP Goodwill & Intangibles Disclosure
Goodwill
The following table summarizes changes in goodwill by segment for the periods indicated:
| Water Solutions | Crude Oil Logistics | Liquids Logistics | Total | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Goodwill at March 31, 2024 | $ | 279,202 | $ | 309,971 | $ | 28,058 | $ | 617,231 | |||||||||||||||
| Impairment | — | — | (17,883) | (17,883) | |||||||||||||||||||
| Goodwill at March 31, 2025 | 279,202 | 309,971 | 10,175 | 599,348 | |||||||||||||||||||
| Impairment | — | (247,842) | — | (247,842) | |||||||||||||||||||
| Goodwill at March 31, 2026 | $ | 279,202 | $ | 62,129 | $ | 10,175 | $ | 351,506 | |||||||||||||||
Fiscal Year 2026 Goodwill Impairment Assessment
We performed a qualitative assessment as of January 1, 2026 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2026.
Due to lower than expected operating results in our Crude Oil Logistics reporting unit and the conclusion during the three months ended March 31, 2026 of a competitive bid process that did not result in a divestiture transaction, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of March 31, 2026. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (ii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this testing, we concluded that as of March 31, 2026, the fair value of the Crude Oil Logistics reporting unit was less than its carrying value by approximately 30%.
During the three months ended March 31, 2026, in our Crude Oil Logistics reporting unit, we recorded a goodwill impairment charge of $247.8 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.
Fiscal Year 2025 Goodwill Impairment Assessment
Due to lower than expected operating results in our Crude Oil Logistics reporting unit, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of December 31, 2024 and March 31, 2025. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this testing, we concluded that as of December 31, 2024, the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 2% and as of March 31, 2025, the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 3%.
Due to the decision to wind-down our biodiesel business, it was decided that the goodwill within the Refined Products and Renewables reporting unit should be tested for impairment as of December 31, 2024. We estimated the fair value of the Refined Products and Renewables reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Refined Products and Renewables reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) volumes based on historical information and future demand and (ii) estimated fixed and variable costs. The discounted cash flows for the Refined Products and Renewables reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Refined Products and Renewables reporting unit exceeded its carrying value by approximately 75%.
We performed a qualitative assessment as of January 1, 2025 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2025, with the exception of our Wholesale/Terminal reporting unit. See below for a further discussion of the testing.
Due to lower than expected operating results and the expected sale of a significant amount of the reporting units’ assets (see Note 1), it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2025. We estimated the fair value of the Wholesale/Terminal reporting unit based on both the market approach, which utilizes quoted prices, and the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The market approach was used for the assets we expected to sell and the fair value was based on the negotiated sales price to be received for the transactions. The income approach was used to determine the fair value of the portion of the reporting units we were retaining. The future cash flows of the portion of the business being retained reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the portion of the reporting unit to be retained were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. The fair value calculated by the market approach and by the income approach were added together to calculate the fair value of the entire reporting unit. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 27%.
During the three months ended March 31, 2025, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $17.9 million within loss on disposal or impairment of assets, net in our consolidated statement of operations.
Fiscal Year 2024 Goodwill Impairment Assessment
We performed a qualitative assessment as of January 1, 2024 to determine whether it was more likely than not that the fair value of each reporting unit was greater than the carrying value of the reporting unit. Based on these qualitative assessments, we determined that the fair value of each of our reporting units was more likely than not greater than the carrying value of the reporting units as of January 1, 2024, with the exception of our Crude Oil Logistics and Wholesale/Terminal reporting units. See below for a further discussion of the testing.
Due to lower than expected operating results, it was decided that the goodwill within the Crude Oil Logistics reporting unit should be tested for impairment as of January 1, 2024. We estimated the fair value of the Crude Oil Logistics reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Crude Oil Logistics reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the crude oil price environment as reflected in crude oil forward prices as of the test date, (ii) volumes based on historical information and estimates of future drilling and completion activity, as well as expectations for future demand recovery and (iii) estimated fixed and variable costs. The discounted cash flows for the Crude Oil Logistics reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a
theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Crude Oil Logistics reporting unit exceeded its carrying value by approximately 4%.
Due to lower than expected operating results, it was decided that the goodwill within the Wholesale/Terminal reporting unit should be tested for impairment as of January 1, 2024. We estimated the fair value of the Wholesale/Terminal reporting unit based on the income approach, also known as the discounted cash flow method, which utilizes the present value of future expected cash flows to estimate the fair value. The future cash flows of the Wholesale/Terminal reporting unit were projected based upon estimates as of the test date of future revenues, operating expenses and cash outflows necessary to support these cash flows, including working capital and maintenance capital expenditures. We also considered expectations regarding: (i) the margins to be generated on product sold, (ii) estimated volumes based on historical information and estimates of future growth, (iii) renewal of certain customer contracts and (iv) estimated fixed and variable costs. The discounted cash flows for the Wholesale/Terminal reporting unit were based on five years of projected cash flows and we applied a discount rate and terminal multiple that we believe would be applied by a theoretical market participant in similar market transactions. Based on this test, we concluded that the fair value of the Wholesale/Terminal reporting unit was less than its carrying value by approximately 23%.
During the three months ended March 31, 2024, in our Wholesale/Terminal reporting unit, we recorded a goodwill impairment charge of $ within loss on disposal or impairment of assets, net in our consolidated statement of operations.
The fair value estimates used in all fiscal year impairment assessments above were primarily based on Level 3 inputs in the fair value hierarchy.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | May 28, 2026 | Showing above |
| 2021 | Jun 3, 2021 | |
| 2020 | Jun 1, 2020 | |
| 2019 | May 30, 2019 | |
| 2018 | May 30, 2018 | |
| 2016 | May 31, 2016 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.