What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-09 compared with 2023-08-08 · 129 added, 123 removed, 227 unchanged (53% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis addresses the results of our operations for the three and six month periods ended June 30, 2023, as compared to our results of operations for the same periods in 2022.

The following discussion and analysis addresses the results of our operations for the three and nine month periods ended September 30, 2023, as compared to our results of operations for the same periods in 2022.

In addition, the discussion and analysis addresses our liquidity, financial condition and other matters for these periods.

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As the transaction was determined to be a reverse merger, BCP was considered the accounting acquirer and ALTM was considered the legal acquirer.

Therefore, BCP’s net assets, carried at historical value, were presented as the predecessor to Kinetik Holdings Inc.’s (the “Company”) historical financial statements and the comparable period presented herein reflects the results of operations of BCP for the three and six months ended June 30, 2022 and results of operations of ALTM from the Closing Date (as defined below) through June 30, 2022.

Therefore, BCP’s net assets, carried at historical value, were presented as the predecessor to Kinetik Holdings Inc.’s (the “Company”) historical financial statements and the comparable period presented herein reflects the results of operations of BCP for the three and nine months ended September 30, 2022 and results of operations of ALTM from the Closing Date (as defined below) through September 30, 2022.

Unless otherwise noted or the context requires otherwise, references herein to Kinetik Holdings Inc.

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The Transaction was accounted for as a reverse merger pursuant to ASC 805 Business Combination (“ASC 805”).

Refer to Note 2—Business Combination in the Notes to Condensed Consolidated Financial Statements for further information.

Refer to Note 2—Business Combination s in the Notes to Condensed Consolidated Financial Statements for further information regarding the Transaction.

We are an integrated midstream energy company in the Permian Basin providing comprehensive gathering, transportation, compression, processing and treating services.

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Our Operations and Segments

Upon Closing, the Company renamed its Gathering and Processing segment to Midstream Logistics and renamed its Transmission segment to Pipeline Transportation.

These name changes were made to better align segment activities with the name of each respective segment.

We have two reportable segments which are strategic business units with various products and services.

The Midstream Logistics segment operates under three service offerings, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal.

The Pipeline Transportation segment consists of four equity method investment (“EMI”) pipelines originating in the Permian Basin with various access points to the Texas Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline that is under development.

The pipelines transport crude oil, natural gas and NGLs within the Permian Basin and to the Texas Gulf Coast.

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Kinetik NGL Pipeline.

Approximately 30 miles of 20-inch NGL pipelines connected to our Diamond Cryogenic complex.

The Kinetik NGL Pipeline consists of approximately 30 miles of 20-inch NGL pipelines connected to our Diamond Cryogenic complex.

Delaware Link Pipeline.

The Company is currently building the Delaware Link Pipeline, which will provide additional transportation capacity to Waha when it is put into service.

The project is expected to be complete in the fourth quarter of 2023.

Upon completion, this pipeline is estimated to be 40 miles and to have a capacity of approximately 1.0 Bcf/d.

The Delaware Link Pipeline consists of approximately 40 miles of pipeline with a capacity of approximately 1.0 Bcf/d that provides additional transportation capacity to Waha.

The project reached commercial in-service in October 2023.

Factors Affecting Our Business

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There has been, and we believe there will continue to be, volatility in commodity prices and in the relationships among NGLs, crude oil and natural gas prices.

As a result of uncertainty around global commodity supply and demand, uncertainty in global economic recovery from the aftereffects of the COVID-19 pandemic and the armed conflict in Ukraine, and uncertainty from the recent banking turmoil and its effects on financial markets, global oil and natural gas commodity prices continue to remain volatile.

As a result of uncertainty around global commodity supply and demand, the current armed conflict in Israel and the Gaza Strip, the ongoing armed conflict in Ukraine, and uncertainty from the recent banking turmoil and its effects on financial markets, global oil and natural gas commodity prices continue to remain volatile.

The volatility and uncertainty of natural gas, crude oil and NGL prices impact drilling, completion and other investment decisions by producers and ultimately supply to our systems.

Although the armed conflict in Ukraine generated commodity price upward pressure, and our operations could benefit in an environment of higher natural gas, NGLs and condensate prices, the instability of the international political environment and human and economic hardship resulting from the conflict would have a highly uncertain impact on the U.S.

Although ongoing armed conflicts might generate commodity price upward pressure, and our operations could benefit in an environment of higher natural gas, NGLs and condensate prices, the instability of the international political environment and human and economic hardship resulting from the conflicts would have a highly uncertain impact on the U.S.

economy, which in turn, might affect our business and operations adv ersely.

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Inflation and Interest Rates

The annual rate of inflation in the United States dropped slightly to 3.0% in June 2023 compared to 9.1% in June 2022, as measured by the Consumer Price Index, which was the lowest since May 2021.

The annual rate of inflation in the United States was 3.7% in September 2023 compared to 8.2% in September 2022, as measured by the Consumer Price Index, which was the lowest since April 2021.

However, the Federal Open Market Committee (“FOMC”) maintains its long run goals of maximum employment and inflation at the rate of 2.00%.

In support of these goals, the FOMC raised the target range for the federal funds rate to 5.25% - 5.50% during its meeting in July 2023.

FOMC has acknowledged the current stress on the banking system, stating that while the United States banking system is sound and resilient, recent developments are likely to result in tighter credit conditions for households and businesses and to affect economic activity, hiring and inflation.

The extent of these effects is uncertain.

There is uncertainty regarding whether inflation will continue to be tamed by the FOMC’s effort or whether the FOMC will continue to tighten its monetary policy in the next 12 months.

Increased interest rates beyond the term of our hedges will increase our operating costs and have a negative impact on the Company’s ability to meet its contractual debt obligations and to fund its operating expenses, capital expenditures, dividends and distributions.

In support of these goals, the FOMC maintained the target range for the federal funds rate to 5.25% - 5.50% during its meeting in November 2023.

During the meeting, the FOMC acknowledged that the economic activity expanded at a strong pace in the third quarter and the U.S.

banking system is sound and resilient.

However, tighter financial and credit conditions for households and businesses are likely to weigh on economic activities, hiring and inflation.

As the extent of these effects remains uncertain, the FOMC remains highly attentive to inflation risks and is strongly committed to returning inflation to its goal of 2.00%.

Increased interest rates beyond the term of our hedges will increase our financing costs and have a negative impact on the Company’s ability to meet its contractual debt obligations and to fund its operating expenses, capital expenditures, dividends and distributions.

Income Tax Provision

The Company was at a net deferred tax asset position as of September 30, 2023 and December 31, 2022 before any valuation allowance assessment.

Based on all available positive and negative evidence, including projections of future taxable income, we believed it was more likely than not that our deferred tax assets would not be realized.

As such, a full valuation allowance was recorded against our net deferred tax asset position for federal purposes as of September 30, 2023 and December 31, 2022.

To arrive at this assessment, a significant piece of objectively verifiable negative evidence the Company used was the cumulative loss incurred throughout the last several years.

The Company also anticipates a net deferred tax asset position for the year ended December 31, 2023.

In evaluating the realizability of the deferred tax assets, the Company believes it will achieve a three-year cumulative level of profitability for the year ended December 31, 2023, which may allow management to conclude that it is more likely than not that the deferred tax assets would be realized and support a release of substantially all or a portion of the valuation allowance.

If the Company releases all or a portion of the valuation allowance, the Company will have a significant deferred income tax benefit in such period.

The Company will continue to evaluate whether the valuation allowance is needed in each reporting period based on information available to the Company.

Results of Operations

The following table presents the Company’s results of operations for the periods presented:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 % Change 2023 2022 (1)

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Cost of sales (exclusive of depreciation and amortization) (2)

147,756 145,208 2 % 374,100 418,197 (11 %)

Operating expense 42,925 35,845 20 % 118,804 100,996 18 %

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Refer to the Form 10-Q basis of presentation in Note 1—Description of the Organization and Summary of Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q, for further information.

(2) Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $38.6 million and $17.1 million for the three months ended September 30, 2023 and 2022, respectively, and $107.1 million and $51.1 million for the nine months ended September 30, 2023 and 2022, respectively, for certain volumes where we act as principal

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Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

For the three months ended June 30, 2023, revenue decreased $39.4 million, or 12%, to $296.2 million, compared to $335.6 million for the same period in 2022.

The decrease was primarily driven by period-to-period lower product revenues related to decreases in commodity prices, partially offset by increases in volumes sold.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

For the three months ended September 30, 2023, revenue increased $5.1 million, or 2%, to $330.3 million, compared to $325.2 million for the same period in 2022.

The increase was primarily driven by an increased product revenue related to increased NGL and condensate volumes sold, partially offset by period-to-period lower service revenues.

Service revenue

Service revenue consists of service fees paid to us by our customers for providing comprehensive gathering, treating, processing and produced water disposal services necessary to bring natural gas, NGLs and crude oil to market.

Service revenue for the three months ended June 30, 2023, increased by $0.5 million, or less than 1%, to $102.6 million, compared to $102.1 million for the same period in 2022.

Period-over-period gathered and processed gas volumes increased 296.9 Mcf per day and 320.4 Mcf per day, respectively, but the contract mix driving the increase in volumes did not lead to a commensurate increase in service fees.

Service revenue for the three months ended September 30, 2023, decreased by $3.2 million, or 3%, to $104.3 million, compared to $107.6 million for the same period in 2022.

Period-over-period gathered and processed gas volumes increased by 246.9 Mcf per day, or 18% and by 272.1 Mcf per day, or 22%, respectively.

However, the total gathered and processed gas volumes where we function as the agent decreased period over period, which lead to the $3.2 million decrease in service fees presented.

Additionally, period over period water gathering and disposal revenues were up $8.3 million primarily related to the new water gathering assets acquired during the first quarter of 2023, but the increase was overshadowed by the decrease in agent related gathered and processed gas volumes.

Over 99% of service revenues are included in the Midstream Logistics segment.

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Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs).

Product revenue for the three months ended June 30, 2023, decreased by $38.2 million, or 17%, to $191.4 million, compared to $229.7 million for the same period in 2022, primarily due to period over period decreases in commodity prices.

Period over period NGL prices decreased $21.54 per barrel, or 53%, condensate prices decreased $36.71 per barrel or 35% and residue prices decreased $5.75 per MMBtu or 84%.

These decreases were partially offset by increases in NGL and condensate volumes sold of 2.8 million barrels, or 62%.

Natural gas residue sales volumes decreased 10.4 million MMBtu, or 207%.

The period over period increase in NGL and condensate volumes and related decrease in residue volumes was partially driven by running our plants in recovery during the three months ended June 30, 2023 versus rejection for one month during the same period in 2022.

Product revenue for the three months ended September 30, 2023, increased by $7.5 million, or 3%, to $221.3 million, compared to $213.8 million for the same period in 2022, primarily due to increases in NGL and condensate volumes sold, partially offset by lower commodity prices.

Period over period NGL and condensate volumes sold increased 3.8 million barrels, or 86%.

These increases were partially offset by period over period decreases in NGL prices of $13.06 per barrel, or 37%, condensate prices of $12.07 per barrel or 13% and residue prices of $4.94 per MMBtu or 68%.

Natural gas residue sales volumes also decreased 0.8 MMBtu, or 14%.

Product revenues are included entirely in the Midstream Logistics segment.

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Cost of sales (exclusive of depreciation and amortization) primarily consists of purchases of NGLs and natural gas from our producers at contracted market prices to support product sales to other third parties.

For the three months ended June 30, 2023, cost of sales decreased $42.2 million, or 28%, to $110.5 million, compared to $152.7 million for the same period in 2022.

The decrease was primarily driven by period over period decreases in commodity prices as discussed above.

For the three months ended September 30, 2023, cost of sales increased $2.5 million, or 2%, to $147.8 million, compared to $145.2 million for the same period in 2022.

The increase was primarily driven by aforementioned period over period increase in NGL volumes sold.

Cost of sales (exclusive of depreciation and amortization) are included entirely in the Midstream Logistics segment.

Operating expenses

Operating expenses increased by $4.6 million, or 13%, to $39.9 million for the three months ended June 30, 2023, compared to $35.3 million for the same period in 2022.

Of the total increase, $4.3 million was driven by higher leased compression and electricity expenses from the increased gathered and processed volumes discussed above.

General and administrative

General and administrative (“G&A”) expense decreased by $3.1 million, or 12%, to $22.9 million for the three months ended June 30, 2023, compared to $26.0 million for the same period in 2022.

The decrease was driven by lower legal fees of $2.6 million that were primarily related to the Transaction and associated integration.

The remaining decrease relates primarily to lower labor costs that is also associated with the integration of the Transaction.

Operating expenses increased by $7.1 million, or 20%, to $42.9 million for the three months ended September 30, 2023, compared to $35.8 million for the same period in 2022.

Of the total increase, $2.2 million relates to increased operating expenses from our water operations primarily in relation to the new midstream infrastructure assets acquired during the first quarter of 2023.

The remaining increase was driven by higher leased compression and electricity expenses from the increased gathered and processed volumes discussed above.

Other Income (Expense)

Loss on debt extinguishment

For the three months ended June 30, 2022, the Company recognized a loss on debt extinguishment of $28.0 million in relation to the comprehensive refinancing completed in June 2022.

Unrealized gain on embedded derivative

For the three months ended June 30, 2022, the Company recognized an unrealized gain on an embedded derivative of $91.4 million.

The unrealized gain was a result of the decrease in fair value of the embedded derivative related to the redeemable noncontrolling interest Preferred Units.

The substantial decrease in fair value of this derivative related to the comprehensive debt refinancing that achieved more favorable interest terms for the Company and the partial redemption of these Preferred Units on July 1, 2022, which was known as of the end of the second quarter.

Interest Expense

Interest expense decreased by $9.2 million, or 36%, to $16.1 million for the three months ended June 30, 2023, compared to $25.3 million for the same period in 2022.

The decrease was primarily driven by interest rate swap valuation marks of $37.4 million when comparing the second quarter of 2023 to the same period in 2022.

The decrease was partially offset by increased interest expense of $26.1 million related to higher debt obligations from the comprehensive refinancing completed in June 2022, as well as an overall increase in interest rates associated with the Term Loan Credit Facility (as defined below) and Revolving Credit Facility (as defined below), which carried some variability.

Interest expense increased by $4.5 million, or 11%, to $45.0 million for the three months ended September 30, 2023, compared to $40.5 million for the same period in 2022.

The increase was primarily driven by higher average debt obligations during the quarter, as well as an overall increase in interest rates associated with the Term Loan Credit Facility (as defined below) and Revolving Credit Facility (as defined below), which carried some variability.

The increase was partially offset by realized gains and favorable valuation marks on our interest rate swaps totaling $12.5 million for the period.

Refer to Note—12 Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

For the six months ended June 30, 2023, revenue decreased $15.6 million, or 3%, to $577.2 million, compared to $592.8 million for the same period in 2022.

The decrease was primarily driven by period-to-period lower product revenues related to decreases in commodity prices, offset by higher service revenues related to increases in gathered and processed gas volumes.

Equity in earnings of unconsolidated affiliates

Income from EMI pipelines increased by $5.8 million, or 13%, to $50.8 million for the three months ended September 30, 2023, compared to $45.0 million for the same period in 2022.

The increase reflected higher profitability by the Company’s EMIs.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

For the nine months ended September 30, 2023, revenue decreased $10.5 million, or 1%, to $907.5 million, compared to $918.0 million for the same period in 2022.

The decrease was primarily driven by period-to-period lower product revenues due to decreases in commodity prices, partially offset by higher service revenues related to increases in gathered and processed gas volumes.

Service revenue

Service revenue consists of service fees paid to us by our customers for providing comprehensive gathering, treating, processing and water disposal services necessary to bring natural gas, NGLs and crude oil to market.

Service revenue for the six months ended June 30, 2023, increased by $23.5 million, or 13%, to $206.0 million, compared to $182.5 million for the same period in 2022.

This increase was primarily due to a period-over-period increase in gathered and processed gas volumes of 330.4 Mcf per day and 339.7 Mcf per day, respectively.

Service revenue for the nine months ended September 30, 2023, increased by $20.2 million, or 7%, to $310.3 million, compared to $290.1 million for the same period in 2022.

This increase was due to a period-over-period increase in water gathering and disposal revenues totaling $21.7 million primarily related to the new water gathering assets acquired during the first quarter of 2023.

Additionally, total gathered and processed gas volumes increased 302.3 Mcf per day, or 24% and 316.9 Mcf per day, or 27%, respectively.

However, the total gathered and processed gas volumes where we function as the agent slightly decreased period over period.

Over 99% of service revenues are included in the Midstream Logistics segment.

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Product revenue consists of commodity sales (including condensate, natural gas residue and NGLs).

Product revenue for the six months ended June 30, 2023, decreased by $39.3 million, or 10%, to $365.3 million, compared to $404.6 million for the same period in 2022, primarily due to period over period decreases in commodity prices.

Product revenue for the nine months ended September 30, 2023, decreased by $31.8 million, or 5%, to $586.5 million, compared to $618.4 million for the same period in 2022, primarily due to period over period decreases in commodity prices.

Period over period NGL prices decreased $18.31 per barrel, or 46%, condensate prices decreased $22.40 per barrel or 23% and residue prices decreased $4.49 per MMBtu, or 73%.

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Natural gas residue sales volumes decreased 4.1 million MMBtu, or 20%.

The period over period increase in NGL and condensate volumes and related decrease in residue volumes was partially driven by running our plants in recovery during the six months ended June 30, 2023 versus rejection for certain months during the same period in 2022.

Product revenues are included entirely in the Midstream Logistics segment.

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For the six months ended June 30, 2023, cost of sales decreased $46.6 million, or 17%, to $226.3 million, compared to $273.0 million for the same period in 2022.

The decrease was primarily driven by a period to period decrease in commodity prices, slightly offset by increases in condensate and NGL volumes sold.

For the nine months ended September 30, 2023, cost of sales decreased $44.1 million, or 11%, to $374.1 million, compared to $418.2 million for the same period in 2022.

The decrease was primarily driven by a period to period decrease in commodity prices, slightly offset by increases in NGL volumes sold.

Cost of sales (exclusive of depreciation and amortization) are included entirely in the Midstream Logistics segment.

Operating expenses

Operating expenses increased by $10.7 million, or 16%, to $75.9 million for the six months ended June 30, 2023, compared to $65.2 million for the same period in 2022.

Of the total increase, $4.5 million was driven by the inclusion of Altus operations for the entire period, versus just over four months during the same period of 2022.

The remaining increase is primarily the result of higher compression and electricity expenses from the increased gathered and processed volumes discussed above.

Operating expenses increased by $17.8 million, or 18%, to $118.8 million for the nine months ended September 30, 2023, compared to $101.0 million for the same period in 2022.

Of the total increase, $4.5 million was driven by the inclusion of Altus operations for the entire period, versus just over four months during the same period of 2022 and $3.7 million relates to increased operating expenses from our water operations predominantly related to the newly acquired midstream infrastructure assets.

The remaining increase is primarily the result of higher compression and electricity costs from the increased gathered and processed volumes discussed above.

Over 99% of operating expenses are included in the Midstream Logistics segment.

General and administrative

General and administrative expense increased by $1.7 million, or 3%, to $50.4 million for the six months ended June 30, 2023, compared to $48.7 million for the same period in 2022.

The increase was driven by higher share-based compensation of $12.5 million related to a full six months of stock compensation amortization during 2023 versus just over four months of amortization during the same period of 2022 and due to certain members of management opting to receive their bonuses in the form of stock compensation during March 2023.

This increase was partially offset by a decrease of $10.9 million in labor, professional fees and legal fees that were primarily related to the Transaction and its related integration.

Other Income (Expense)

Loss on debt extinguishment

For the six months ended June 30, 2022, the Company recognized a loss on debt extinguishment of $28.0 million in relation to the comprehensive refinancing completed in June 2022.

For the nine months ended September 30, 2022, the Company recognized a loss on debt extinguishment of $28.0 million in relation to the comprehensive refinancing completed in June 2022.

We did not recognize any loss on debt extinguishment for the nine months ended September 30, 2023.

Unrealized gain on embedded derivative

For the six months ended June 30, 2022, the Company recognized an unrealized gain on an embedded derivative of $88.6 million.

The unrealized gain was a result of the decrease in fair value of the embedded derivative related to the redeemable noncontrolling interest Preferred Units.

For the nine months ended September 30, 2022, the Company recognized an unrealized gain on an embedded derivative of $89.1 million.

The unrealized gain was a result of the redemption of the redeemable noncontrolling interest Preferred Units.

All redeemable noncontrolling interest Preferred Units were redeemed in 2022;

as such, no unrealized gain or loss was recognized during 2023.

Interest Expense

Interest expense increased by $33.3 million, or 64%, to $85.4 million for the six months ended June 30, 2023, compared to $52.1 million for the same period in 2022.

$42.7 million of the increase was driven by higher debt obligations from the comprehensive refinancing completed in June 2022, as well as an overall increase in interest rates associated with the Term Loan Credit Facility (as defined below) and Revolving Credit Facility (as defined below), which carried some variability.

The increase was partially offset by higher interest rate swap valuation marks of $8.6 million when comparing the six months ended June 30, 2023 to the same period in 2022.

Interest expense increased by $37.9 million, or 41%, to $130.4 million for the nine months ended September 30, 2023, compared to $92.6 million for the same period in 2022.

The increase was driven by higher debt obligations from the comprehensive refinancing completed in June 2022, as well as an overall increase in interest rates associated with the Term Loan Credit Facility and Revolving Credit Facility, which carried some variability.

The increase was partially offset by higher realized gains and favorable valuation marks on interest rate swaps of $21.1 million when comparing the nine months ended September 30, 2023 to the same period in 2022.

Refer to Note—12 Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements regarding the Company’s strategy in managing interest rate risk.

Equity in earnings of unconsolidated affiliates

Income from EMI pipelines increased by $20.4 million, or 27%, to $96.1 million for the six months ended June 30, 2023, compared to $75.7 million for the same period in 2022.

The increase was primarily due to the acquisition of new EMI pipelines and additional equity interests in the Company’s existing EMI pipeline, PHP, through the Transaction, which closed in February 2022.

Equity in earnings of unconsolidated affiliates is included entirely in the Pipeline Transportation segment.

Income from EMI pipelines increased by $26.1 million, or 22%, to $146.8 million for the nine months ended September 30, 2023, compared to $120.7 million for the same period in 2022.

The increase was due to the recognition of nine months of operations from the Company’s EMIs in 2023 compared to the recognition of seven months of operations in 2022 since the closing of the Transaction in February 2022.

The increase also reflected higher profitability by the EMIs.

Key Performance Metrics

Adjusted EBITDA

Adjusted EBITDA is defined as net income including noncontrolling interests adjusted for interest, taxes, depreciation and amortization, impairment charges, asset write-offs, the proportionate EBITDA from our equity method investments, equity in earnings from investments recorded using the equity method, share-based compensation expense, extraordinary losses and unusual or non-recurring charges.

Adjusted EBITDA is defined as net income including noncontrolling interests adjusted for interest, taxes, depreciation and amortization, impairment charges, asset write-offs, the proportionate EBITDA from our equity method investments, equity in earnings from investments recorded using the equity method, share-based compensation expense, noncash increases and decreases related to trading and hedging agreements, extraordinary losses and unusual or non-recurring charges.

Adjusted EBITDA provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance.

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The following table presents a reconciliation of the GAAP financial measure of net income including noncontrolling interest to the non-GAAP financial measure of Adjusted EBITDA.

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 % Change 2023 2022 *

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Loss on debt extinguishment — — — % — 27,975 (100 %)

Unrealized loss on derivatives 8,259 — 100 % 616 — 100 %

Integration Costs 21 2,338 (99 %) 985 10,012 (90 %)

Transaction Costs 2 674 (100) % 270 6,350 (96) %

Transaction Costs 378 62 NM 648 6,412 (90 %)

Other one-time cost or amortization 2,662 3,752 (29 %) 7,545 10,969 (31 %)

Unrealized gain on derivatives 2,678 — 100 % 7,643 — 100 %

Warrant valuation adjustment 4 — 100 % — %

Interest income 293 — 100 % 314 — 100 %

Warrant valuation adjustment — — — % 73 — 100 %

Gain on redemption of mandatorily redeemable Preferred Units — — — % — 9,580 (100 %)

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Adjusted EBITDA increased by $0.1 million, or 0%, to $208.0 million for the three months ended June 30, 2023, compared to $207.9 million for the same period in 2022.

Adjusted EBITDA increased by $46.8 million, or 13%, to $395.5 million for the six months ended June 30, 2023, compared to $348.7 million for the same period in 2022.

The increase was primarily driven by increases in the Company’s proportionate share of its EMI pipelines’ EBITDA of $34.3 million due to the acquisition of new EMI pipelines and additional equity interests in the Company’s existing EMI pipeline, PHP, through the Transaction.

The remaining increase is primarily due to owning the legacy Altus assets for the entire period during 2023 versus approximately four months during 2022.

Adjusted EBITDA increased by $3.0 million, or 1%, to $215.3 million for the three months ended September 30, 2023, compared to $212.4 million for the same period in 2022.

Adjusted EBITDA increased by $49.7 million, or 9%, to $610.8 million for the nine months ended September 30, 2023, compared to $561.1 million for the same period in 2022.

As discussed in the Item 2.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations — R esults of O perations to this Quarterly Report Form 10-Q, $15.9 million of the increase was due to lower cost of sales (exclusive of depreciation and amortization) of $44.1 million, partially offset by decreased total operating revenues of $10.5 million and increased operating expenses of $17.8 million.

The increase was also driven by (i) higher proportionate EMI EBITDA of $34.5 million due to owning the EMI investments acquired through the Transaction for a full nine months during 2023 and (ii) an increase in the add back related to share-based compensation of $12.4 million due primarily to a full nine months of amortization for the Class A Shares versus only seven months in the prior period.

These increases were partially offset by decreases in the add backs related to transaction and integration costs totaling $14.8 million related to the Transaction from 2022.

Segment Adjusted EBITDA

Segment adjusted EBITDA is defined as segment net earnings adjusted to exclude interest expense, income tax expense, depreciation and amortization, the proportionate effect of these same items for our equity method investments and other non-recurring items.

The following table presents segment adjusted EBITDA for the three and six month periods ended June 30, 2023 and 2022.

The following table presents segment adjusted EBITDA for the three and nine month periods ended September 30, 2023 and 2022.

Also refer to Note 17—Segments in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q for a reconciliation of segment adjusted EBITDA to net income including noncontrolling interest.

Three Months Ended June 30, 2023

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 % Change 2023 2022 *

Midstream Logistics $ 136,570 $ 140,654 (3 %)

Pipeline Transportation 74,835 70,887 6 %

Corporate and Other** (3,420) (3,622) (6 %)

Total segment adjusted EBITDA $ 207,985 $ 207,919 — %

Six Months Ended June 30,

(In thousands, except percentages)

Midstream Logistics $ 140,443 $ 137,545 2 % $ 396,800 $ 380,919 4 %

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Corporate and Other **

(4,021) (3,867) 4 % (12,002) (9,863) 22 %

Total segment adjusted EBITDA $ 215,324 $ 212,370 1 % $ 610,825 $ 561,079 9 %

* The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022.

Refer to Note 1—Description of the Organization and Summary of Significant Accounting Policie s in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q for further information on the Company’s financial statement consolidation.

Refer to Note 1—Description of the Organization and Summary of Significant Accounting Policies for further information on the Company’s basis of presentation.

** Corporate and Other represents those results that:

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(ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.

Midstream Logistics segment adjusted EBITDA decreased by $4.1 million, or 3%, to $136.6 million for the three months ended June 30, 2023, compared to $140.7 million for the same period in 2022.

The decrease was primarily driven by decrease in add backs related to interest expense of $20.6 million and loss on debt extinguishment of $28.0 million recognized in 2022, partially offset by an increase in segment net income including noncontrolling interests of $41.1 million and increase in add back related to loss on disposal of assets of $3.6 million.

Midstream Logistics segment adjusted EBITDA increased by $13.0 million, or 5%, to $256.4 million for the six months ended June 30, 2023, compared to $243.4 million for the same period in 2022.

The increase was primarily driven by an increase in segment net income including noncontrolling interests of $83.5 million and increases in the add back related to depreciation and amortization expense of $10.0 million due to new operations acquired through the Transaction and loss on disposal of assets of $3.5 million.

The increase in adjusted EBITDA was partially offset by decrease in add back related to interest expense of $47.4 million, loss on debt extinguishment of $28.0 million recognized in 2022 and integration and acquisition costs of $4.7 million.

Pipeline Transportation segment adjusted EBITDA increased by $3.9 million, or 6%, to $74.8 million for the three months ended June 30, 2023, compared to $70.9 million for the same period in 2022.

The increase was driven by investments in GCX, EPIC, Shin Oak and PHP, which were all acquired through the Transaction closed in February 2022.

Pipeline Transportation segment adjusted EBITDA increased by $35.8 million, or 32%, to $147.1 million for the six months ended June 30, 2023, compared to $111.3 million for the same period in 2022.

The increase was driven by investments in GCX, EPIC, Shin Oak and PHP, which were all acquired through the Transaction closed in February 2022.

Midstream Logistics segment adjusted EBITDA increased by $2.9 million, or 2%, to $140.4 million for the three months ended September 30, 2023, compared to $137.5 million for the same period in 2022.

Midstream Logistics segment adjusted EBITDA increased by $15.9 million, or 4%, to $396.8 million for the nine months ended September 30, 2023, compared to $380.9 million for the same period in 2022.

The increase was primarily due to the lower cost of sales (exclusive of depreciation and amortization) of $44.1 million, partially offset by decreased total operating revenues of $11.9 million and increased operating expenses of $18.0 million.

The reasons for the fluctuations are discussed in the Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations to this Quarterly Report Form 10-Q,

Pipeline Transportation segment adjusted EBITDA increased by $0.2 million to $78.9 million for the three months ended September 30, 2023, compared to $78.7 million for the same period in 2022.

Pipeline Transportation segment adjusted EBITDA increased by $36.0 million, or 19%, to $226.0 million for the nine months ended September 30, 2023, compared to $190.0 million for the same period in 2022.

The increase was primarily driven by increases in the Company’s proportionate share of its EMIs’ EBITDA of $34.5 million due to owning the EMI investments acquired through the Transaction for a full nine months during 2023 versus approximately seven months during 2022.

Contractual Obligations

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Under certain of our transportation services agreements with third party pipelines to transport natural gas and NGLs, if we fail to ship a minimum throughput volume during any year, then we will pay a deficiency payment for transportation based on the volume shortfall up to the MVC amount.

The Company has made no historical shortfall payments through June 30, 2023.

The Company has made no historical shortfall payments through September 30, 2023.

Capital Resources and Liquidity

The Company’s primary use of capital since inception has been for the initial construction of gathering and processing assets, as well as the acquisition of the EMI pipelines and associated subsequent construction costs.

For 2023, the Company’s primary capital spending requirements are related to the PHP expansion project, the midstream infrastructure acquisition and other budgeted capital expenditures for construction of gathering and processing assets and the Company’s contractual debt obligations.

The Company will continue to have the Reinvestment Holders (as defined below) and management reinvest 100% of their 2023 distributions and dividends into shares of our Class A Common Stock.

In addition, the Board of Directors (the “Board”) has approved the Repurchase Program (as defined below) authorizing discretionary purchases of the Company’s Class A Common Stock up to $100 million in aggregate.

During the six months ended June 30, 2023, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the Revolving Credit Facility and cash generated from operations.

Based on the Company’s current financial plan and related assumptions including the Reinvestment Agreement (as defined below), the Company believes that cash from operations and distributions from the EMI pipelines will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months.

During the nine months ended September 30, 2023, the Company’s primary sources of cash were distributions from the EMI pipelines, borrowings under the Revolving Credit Facility and cash generated from operations.

Based on the Company’s current financial plan and related assumptions including the Reinvestment Agreement (as defined below), the Company believes that cash from operations and distributions from the EMI pipelines, and remaining borrowing capacity on our credit facilities will generate cash flows in excess of capital expenditures and the amount required to fund the Company’s planned quarterly dividend over the next 12 months.

Additionally, the Company has locked in the floating base rate on its Term Loan Credit Facility with interest rate swaps with a $2.25 billion notional that are effective through May 31, 2025 swapping floating SOFR for a fixed swap rate between 4.38% and 4.49%.

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On June 8, 2022, the Partnership completed the private placement of $1.00 billion aggregate principal amount of 5.875% Senior Notes due 2030, which are fully and unconditionally guaranteed by the Company.

The Notes are issued under our Sustainability-Linked Financing Framework and include sustainability-linked features.

The Notes were issued under our Sustainability-Linked Financing Framework and include sustainability-linked features.

In addition, the Partnership entered into the revolving credit agreement with Bank of America, N.A.

as administrative agent, which provides for a $1.25 billion senior unsecured Revolving Credit Facility maturing on June 8, 2027 (the “Revolving Credit Facility”), and the term loan credit agreement with PNC Bank as administrative agent, which provides for a $2.00 billion senior unsecured Term Loan Credit Facility maturing on June 8, 2025 (the “Term Loan Credit Facility”).

as administrative agent, which provides for a $1.25 billion senior unsecured revolving credit facility maturing on June 8, 2027 (the “Revolving Credit Facility”), and the term loan credit agreement with PNC Bank as administrative agent, which provided for a $2.00 billion senior unsecured term loan credit facility maturing on June 8, 2025 (the “Term Loan Credit Facility”).

Proceeds from the Notes and the Term Loan Credit Facility were used to repay all outstanding borrowings under our existing credit facilities and to pay fees and expenses related to the offering.

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Our operations can be capital intensive, requiring investments to expand, upgrade, maintain or enhance existing operations and to meet environmental and operational regulations.

During the six months ended June 30, 2023 and 2022, capital spending for property, plant and equipment totaled $160.2 million and $71.4 million, respectively and intangible asset purchases of $14.0 million and $8.5 million, respectively.

The first quarter of 2023 also included capital spend of $65 million for certain midstream infrastructure assets, as discussed in Note 2 -- Business Combinations .

During the nine months ended September 30, 2023 and 2022, capital spending for property, plant and equipment totaled $245.8 million and $160.5 million, respectively, and intangible asset purchases totaled $15.1 million and $13.3 million, respectively.

In addition to contributing to the PHP expansion, the Company also acquired certain midstream infrastructure assets totaling $65.0 million in the first quarter of 2023, as discussed in Note 2—Business Combinations .

Management believes its existing gathering, processing and transmission infrastructure capacity is capable of fulfilling its midstream contracts to service its customers.

During the six months ended June 30, 2023, the Company contributed $154.7 million to PHP for the capacity expansion project, which started in June 2022.

The Company anticipates its existing capital resources will be sufficient to fund the future capital expenditures for EMI pipelines and the Company’s existing infrastructure assets over the next 12 months.

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The following tables present cash flows from operating, investing and financing activities during the periods presented:

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands)

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Operating activities .

Net cash provided by operating activities decreased by $37.9 million for the six months ended June 30, 2023 compared with the same period in 2022.

The change in the operating cash flows reflected increases in adjustments related to non-cash items of $71.5 million, offset by decreases in working capital of $32.5 million and a decrease in net income including noncontrolling interests of $76.9 million.

Net cash provided by operating activities decreased by $47.7 million for the nine months ended September 30, 2023 compared with the same period in 2022.

The change in the operating cash flows reflected increases in adjustments related to non-cash items of $72.9 million, which was mainly driven by increases in fair value adjustment for derivatives of $62.0 million and share-based compensation of $12.4 million.

The increase was partially offset by a decrease in working capital of $37.4 million and a decrease in net income including noncontrolling interests of $83.2 million.

Investing activities .

Net cash used in investing activities increased by $378.8 million for the six months ended June 30, 2023 compared with the same period in 2022.

The increase was primarily driven by an increase in net cash (paid for) acquired in acquisition of $138.4 million related to the current year acquisition of midstream infrastructure assets, an increase in property, plant and equipment expenditures of $88.7 million, an increase in contributions made to unconsolidated affiliates of $152.0 million related to the PHP expansion project and an increase in intangible assets expenditure of $5.4 million.

Net cash used in investing activities increased by $366.2 million for the nine months ended September 30, 2023 compared with the same period in 2022.

The increase was primarily driven by an increase in cash used in a business acquisition of $138.4 million for certain midstream assets, an increase in property, plant and equipment expenditures of $85.3 million and an increase in contributions made to unconsolidated affiliates of $146.5 million related to the PHP expansion project.

Financing activities .

Net cash provided by financing activities was $212.7 million for the six months ended June 30, 2023, which was comprised of net borrowings from the Company’s Revolving Credit Facility of $255.0 million, offset by cash dividends of $36.5 million and repurchase of Class A common stock of $5.8 million.

Net cash used in financing activities was $213.3 million for the six months ended June 30, 2022, which was comprised of redemption of mandatorily redeemable Preferred Units of $152.6 million, payments on debt issuance costs of $37.0 million, cash dividends of $20.5 million and net payments on the Company’s outstanding indebtedness of $3.1 million.

Net cash provided by financing activities was $170.7 million for the nine months ended September 30, 2023, which was comprised of net proceeds from the Company’s Revolving Credit Facility of $235.0 million, offset by cash dividends of $58.6 million and repurchase of Class A common stock of $5.8 million.

Net cash used in financing activities was $243.8 million for the nine months ended September 30, 2022, which was comprised of redemption of mandatorily redeemable Preferred Units of $183.3 million, payments on debt issuance costs of $36.9 million and cash dividends of $34.1 million, offset by net proceeds on the Company’s outstanding indebtedness of $471.9 million.

Dividend and Distribution Reinvestment Agreement

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The Audit Committee resolved that for the calendar year 2023, 100% of all distributions or dividends received by each Reinvestment Holder would be reinvested in shares of Class A Common Stock.

During the first six months of 2023, the Company made cash dividend payments of $36.5 million to holders of Class A Common Stock and Class C Common Units and $175.6 million was reinvested in shares of Class A Common Stock by the Reinvestment Holders.

During the first nine months of 2023, the Company made cash dividend payments of $58.6 million to holders of Class A Common Stock and Class C Common Units and $263.8 million was reinvested in shares of Class A Common Stock by the Reinvestment Holders.

On May 19, 2022, the Company announced the Stock Split with respect to its Class A Common Stock and Class C Common Stock in the form of a stock dividend.

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The additional shares of Common Stock were issued on June 8, 2022 to holders of record at the close of business on May 31, 2022.

On July 20, 2023, the Board declared a cash dividend of $0.75 per share on the Company’s Class A Common Stock which will be payable to stockholders on August 16, 2023.

The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.75 per Common Unit from the Partnership to the holders of Common Units, which will be payable on August 16, 2023.

On November 1, 2023, the Board declared a cash dividend of $0.75 per share on the Company’s Class A Common Stock which will be payable to stockholders on November 13, 2023.

Core Shareholders have agreed to reinvest 100% of dividends received on Class C Common Units based on the Reinvestment Agreement.

Share Repurchase Program

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The repurchases will depend on market conditions and may be discontinued at any time without prior notice.

For the three and six months ended June 30, 2023, the Company repurchased 112,312 shares at a total cost of $3.3 million and 194,174 shares at a total cost of $5.8 million, respectively.

The Company did not repurchase any outstanding shares during the three months ended September 30, 2023.

For the nine months ended September 30, 2023, the Company repurchased 194,174 shares at a total cost of $5.8 million.

The Company retired all treasury stock as of September 30, 2023.

For additional information regarding the Repurchase Program, see “Part II, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds” in this Quarterly Report on Form 10-Q.

The Inflation Reduction Act of 2022 provides for, among other things, the imposition of a 1% U.S.

The Inflation Reduction Act of 2022 provides for, among other things, the imposition of a 1% non-deductible U.S.

federal excise tax (the “Stock Buyback Tax”) on certain repurchases of stock by publicly traded U.S.

corporations such as us after December 31, 2022.

Accordingly, the Stock Buyback Tax will apply to our share repurchase program in 2023 and in subsequent taxable years.

Accordingly, the Stock Buyback Tax will apply to our share repurchase program in 2023 and in subsequent taxable years, provided, that the amount of share repurchases in the relevant taxable year subject to the Stock Buyback Tax is reduced by the fair market value of any stock issued by us during such taxable year, including the fair market value of any stock issued or provided to our employees or specified affiliates.

The Biden Administration has proposed increasing the amount of the Stock Buyback Tax from 1% to 4%;

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The following table presents a summary of the Company’s key liquidity indicators at the dates presented:

June 30, December 31,

September 30, December 31,

(In thousands)

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Cash and cash equivalents

As of June 30, 2023 and December 31, 2022, the Company had $2.2 million and $6.4 million, respectively, in cash and cash equivalents.

As of September 30, 2023 and December 31, 2022, the Company had $0.1 million and $6.4 million, respectively, in cash and cash equivalents.

Total debt and available credit facilities

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Off-Balance Sheet Arrangements

As of June 30, 2023, there were no off-balance sheet arrangements.

As of September 30, 2023, there were no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis