Kinetik Holdings Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (1) (In thousands, except per share data) Operating revenues: Service revenue $ 102,551 $ 102,080 $ 205,976 $ 182,525 Product revenue 191,430 229,651 365,254 404,579 Other revenue 2,222 3,841 6,013 5,717 Total operating revenues (3) 296,203 335,572 577,243 592,821 Operating costs and expenses: Costs of sales (exclusive of depreciation and amortization) (4) 110,467 152,714 226,344 272,989 Operating expenses 39,906 35,280 75,879 65,151 Ad valorem taxes 3,889 5,880 9,347 10,033 General and administrative expenses 22,869 25,960 50,380 48,712 Depreciation and amortization expenses 69,482 66,581 138,336 127,604 Loss on disposal of assets 12,137 8,546 12,239 8,656 Total operating costs and expenses 258,750 294,961 512,525 533,145 Operating income 37,453 40,611 64,718 59,676 Other income (expense): Interest and other income 1,042 — 1,336 250 Gain on redemption of mandatorily redeemable Preferred Units — 5,087 — 9,580 Loss on debt extinguishment — ( 27,975 ) — ( 27,975 ) Gain on embedded derivative — 91,448 — 88,562 Interest expense ( 16,126 ) ( 25,347 ) ( 85,434 ) ( 52,121 ) Equity in earnings of unconsolidated affiliates 49,610 47,786 96,074 75,703 Total other income, net 34,526 90,999 11,976 93,999 Income before income taxes 71,979 131,610 76,694 153,675 Income tax expense 311 162 727 838 Net income including noncontrolling interest 71,668 131,448 75,967 152,837 Net income attributable to Preferred Unit limited partners — 109,502 — 114,495 Net income attributable to common shareholders 71,668 21,946 75,967 38,342 Net income attributable to Common Unit limited partners 46,654 15,508 49,517 28,039 Net income attributable to Class A Common Stock Shareholders $ 25,014 $ 6,438 $ 26,450 $ 10,303 Net income attributable to Class A Common Shareholders per share Basic $ 0.41 $ 0.06 $ 0.36 $ 0.16 Diluted $ 0.41 $ 0.06 $ 0.36 $ 0.16 Weighted-average shares (2) Basic 50,553 39,297 48,980 38,766 Diluted 50,625 39,329 49,220 38,796 (1) The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to the 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) Class A share and per share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. (3) Includes amounts associated with related parties of $ 24.8 million and $ 30.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 50.1 million and $ 46.2 million for the six months ended June 30, 2023 and 2022, respectively. (4) Includes amounts associated with related parties of $ 10.8 million and $ 3.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 25.4 million and $ 7.1 million for the six months ended June 30, 2023 and 2022, respectively. The accompanying notes are an integral part of the condensed consolidated financial statements. 1 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, 2023 2022 (In thousands, except per share data) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,237 $ 6,394 Accounts receivable, net of allowance for credit losses of $ 1,000 in 2023 and 2022 (2) 181,536 204,036 Derivative assets 27,604 6,963 Prepaid and other current assets 36,458 24,474 247,835 241,867 NONCURRENT ASSETS: Property, plant and equipment, net 2,691,906 2,535,212 Intangible assets, net 649,897 695,389 Operating lease right-of-use assets 58,581 28,551 Deferred charges and other assets 83,513 32,275 Investments in unconsolidated affiliates 2,490,112 2,381,340 Goodwill 5,077 5,077 5,979,086 5,677,844 Total assets $ 6,226,921 $ 5,919,711 LIABILITIES, NONCONTROLLING INTEREST, AND EQUITY CURRENT LIABILITIES: Accounts payable $ 36,248 $ 17,899 Accrued expenses 112,086 173,914 Derivative liabilities 4,585 5,718 Current portion of operating lease liabilities 37,826 22,810 Other current liabilities 8,605 7,487 199,350 227,828 NONCURRENT LIABILITIES Long term debt, net 3,625,799 3,368,510 Contract liabilities 24,535 22,693 Operating lease liabilities 21,715 6,023 Derivative liabilities 3,761 8,328 Other liabilities 3,278 2,677 Deferred tax liabilities 11,621 11,018 3,690,709 3,419,249 Total liabilities 3,890,059 3,647,077 COMMITMENTS AND CONTINGENCIES (Note 16) Redeemable noncontrolling interest — Common Unit limited partners 3,242,619 3,112,409 EQUITY: Class A Common Stock: $ 0.0001 par, 1,500,000,000 shares authorized, 52,085,784 shares issued 51,973,472 shares outstanding at June 30, 2023 and 45,679,447 shares issued and outstanding and December 31, 2022, respectively (1) 5 5 Class C Common Stock: $ 0.0001 par, 1,500,000,000 shares authorized, 94,089,038 and 94,270,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively (1) 9 9 Additional paid-in capital — 118,840 Accumulated deficit ( 902,446 ) ( 958,629 ) Treasury stock, at cost ( 112,312 and nil shares as of June 30, 2023 and December 31, 2022, respectively) ( 3,325 ) — Total equity ( 905,757 ) ( 839,775 ) Total liabilities, noncontrolling interest, and equity $ 6,226,921 $ 5,919,711 (1) Share amounts have been retrospectively restated to reflect the Company’s stock split, which was effected June 8, 2022. (2) Includes amounts of $ 16.9 million and $ 17.6 million associated with related parties as of June 30, 2023 and December 31, 2022, respectively. The accompanying notes are an integral part of the condensed consolidated financial statements. 2 Table of Contents KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, 2023 2022 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income including noncontrolling interests $ 75,967 $ 152,837 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 138,336 127,604 Amortization of deferred financing costs 3,055 6,538 Amortization of contract costs 3,310 896 Contingent liabilities remeasurement — ( 839 ) Distributions from unconsolidated affiliates 136,230 117,544 Derivatives settlement 10,270 11,115 Derivative fair value adjustment ( 36,611 ) ( 102,544 ) Warrants fair value adjustment ( 77 ) — Gain on redemption of mandatorily redeemable Preferred Units — ( 9,580 ) Loss on disposal of assets 12,239 8,656 Equity in earnings from unconsolidated affiliates ( 96,074 ) ( 75,703 ) Loss on debt extinguishment — 27,975 Share-based compensation 30,839 18,304 Deferred income taxes 603 613 Changes in operating assets and liabilities: Accounts receivable 22,055 ( 100,511 ) Other assets ( 7,298 ) ( 11,892 ) Accounts payable 2,909 ( 3,844 ) Accrued liabilities ( 66,062 ) 102,094 Other non-current liabilities 678 — Operating leases 678 ( 345 ) Net cash provided by operating activities 231,047 268,918 CASH FLOWS FROM INVESTING ACTIVITIES: Property, plant and equipment expenditures ( 160,167 ) ( 71,429 ) Intangible assets expenditures ( 13,957 ) ( 8,516 ) Investments in unconsolidated affiliates ( 154,721 ) ( 2,675 ) Distributions from unconsolidated affiliate 5,793 — Cash proceeds from disposals 149 160 Net cash (paid for) acquired in acquisitions ( 125,000 ) 13,401 Net cash used in investing activities ( 447,903 ) ( 69,059 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of long-term debt — 3,000,000 Principal payments on long-term debt — ( 2,294,130 ) Payments on debt issuance cost — ( 37,042 ) Proceeds from revolver 563,000 7,000 Payments on revolver ( 308,000 ) ( 716,000 ) Redemption of mandatorily redeemable Preferred Units — ( 152,580 ) Distributions paid to mandatorily redeemable Preferred Unit holders — ( 1,850 ) Distributions paid to redeemable noncontrolling interest Preferred Unit limited partners — ( 6,937 ) Cash dividends paid to Class A Common Stock shareholders ( 36,196 ) ( 11,239 ) Distribution paid to Class C Common Unit limited partners ( 348 ) ( 491 ) Repurchase of Class A Common Stock ( 5,757 ) — Net cash provided by (used in) financing activities 212,699 ( 213,269 ) Net change in cash ( 4,157 ) ( 13,410 ) CASH, BEGINNING OF PERIOD 6,394 18,729 CASH, END OF PERIOD $ 2,237 $ 5,319 SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES Cash paid for interest, net of amounts capitalized $ 125,411 $ 52,982 Property and equipment and intangible accruals in accounts payable and accrued liabilities $ 39,631 $ 20,344 Class A Common Stock issued through dividend and distribution reinvestment plan $ 175,626 $ 87,697 Fair value of ALTM assets acquired $ — $ 2,446,430 Class A Common Stock issued in exchange — 1,013,745 ALTM liabilities and mezzanine equity assumed $ — $ 1,432,685 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (Unaudited) Redeemable Noncontrolling Interest — Preferred Unit Limited Partners (2) Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A Common Stock Class C Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Equity Shares (1) Amount Shares (1) Amount (In thousands) (In thousands) For the Quarter Ended June 30, 2022 Balance at March 31, 2022 $ 460,773 $ 3,185,431 37,973 $ 4 94,520 $ 9 $ — $ ( 1,137,873 ) $ — $ ( 1,137,860 ) Distributions payable to Preferred Unit limited partners ( 6,937 ) — — — — — — — — — Redemption of Common Units — ( 2,499 ) 70 — ( 70 ) — 2,499 — — 2,499 Issuance of Class A Common Stock through dividend and distribution reinvestment plan — — 2,504 — — — 87,697 — — 87,697 Share-based compensation — — 4 — — — 12,173 — — 12,173 Net income 109,502 15,508 — — — — — 6,438 — 6,438 Change in redemption value of noncontrolling interests — 123,741 — — — — ( 102,369 ) ( 21,372 ) — ( 123,741 ) Distributions paid to Common Unit limited partners — ( 70,891 ) — — — — — — — — Cash dividends on Class A Common Stock ($ 0.75 per share) — — — — — — — ( 28,536 ) — ( 28,536 ) Balance at June 30, 2022 $ 563,338 $ 3,251,290 40,551 $ 4 94,450 $ 9 $ — $ ( 1,181,343 ) $ — $ ( 1,181,330 ) For the Quarter Ended June 30, 2023 Balance at March 31, 2023 $ — $ 2,910,861 49,054 $ 5 94,089 $ 9 $ 229,672 $ ( 863,452 ) $ ( 2,432 ) $ ( 636,198 ) Issuance of common stock through dividend and distribution reinvestment plan — — 3,024 — — — 87,968 — — 87,968 Retirement of treasury stock — — — — — — — ( 2,432 ) 2,432 — Repurchase of Class A Common Stock — — ( 112 ) — — — — — ( 3,325 ) ( 3,325 ) Share-based compensation — — 7 — — — 13,299 — — 13,299 Net income — 46,654 — — — — — 25,014 — 25,014 Change in redemption value of noncontrolling interests — 355,670 — — — — ( 330,939 ) ( 24,731 ) — ( 355,670 ) Distribution paid to Common Units limited partners — ( 70,392 ) — — — — — — — — Cash dividends on Class A Common Stock ($ 0.75 per share) — ( 174 ) — — — — — ( 36,845 ) — ( 36,845 ) Balance at June 30, 2023 $ — $ 3,242,619 51,973 $ 5 94,089 $ 9 $ — $ ( 902,446 ) $ ( 3,325 ) $ ( 905,757 ) 4 KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (Unaudited) Redeemable Noncontrolling Interest — Preferred Unit Limited Partners (2) Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A Common Stock Class C Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Equity Shares (1) Amount Shares (1) Amount (In thousands) (In thousands) For the Six Months Ended June 30, 2022 Balance at December 31, 2021 $ — $ 1,006,838 — $ — 100,000 $ 10 $ — $ — $ — $ 10 ALTM acquisition 462,717 — 32,493 3 — — 1,013,742 — — 1,013,745 Distributions paid to Preferred Unit limited partners ( 6,937 ) — — — — — — — — — Distributions payable to Preferred Unit limited partners ( 6,937 ) — — — — — — — — — Redemption of Common Units — ( 172,559 ) 5,550 1 ( 5,550 ) ( 1 ) 172,559 — — 172,559 Issuance of common stock through dividend and distribution reinvestment plan — — 2,504 — — — 87,697 — — 87,697 Share-based compensation — — 4 — — — 18,304 — — 18,304 Remeasurement of contingent consideration — — — — — — 4,451 — — 4,451 Net income 114,495 28,039 — — — — — 10,303 — 10,303 Change in redemption value of noncontrolling interests — 2,459,863 — — — — ( 1,296,753 ) ( 1,163,110 ) — ( 2,459,863 ) Distribution paid to Common Units limited partners — ( 70,891 ) — — — — — — — — Cash dividends on Class A Common Stock ($ 0.75 per share) — — — — — — — ( 28,536 ) — ( 28,536 ) Balance at June 30, 2022 $ 563,338 $ 3,251,290 40,551 $ 4 94,450 $ 9 $ — $ ( 1,181,343 ) $ — $ ( 1,181,330 ) For the Six Months Ended June 30, 2023 Balance at December 31, 2022 $ — $ 3,112,409 45,679 $ 5 94,270 $ 9 $ 118,840 $ ( 958,629 ) $ — $ ( 839,775 ) Redemption of Common Units — ( 5,634 ) 181 — ( 181 ) — 5,634 — — 5,634 Issuance of common stock through dividend and distribution reinvestment plan — — 6,095 — — — 175,626 — — 175,626 Retirement of treasury stock — — — — — — — ( 2,432 ) 2,432 — Repurchase of Class A Common Stock — — ( 194 ) — — — — — ( 5,757 ) ( 5,757 ) Share-based compensation — — 212 — — — 30,839 — — 30,839 Net income — 49,517 — — — — — 26,450 — 26,450 Change in redemption value of noncontrolling interests — 227,459 — — — — ( 330,939 ) 103,480 — ( 227,459 ) Distribution paid to Common Units limited partners — ( 141,132 ) — — — — — — — — 5 KINETIK HOLDINGS INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (Unaudited) Redeemable Noncontrolling Interest — Preferred Unit Limited Partners (2) Redeemable Noncontrolling Interest — Common Unit Limited Partners Class A Common Stock Class C Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Total Equity Shares (1) Amount Shares (1) Amount (In thousands) (In thousands) Cash dividends on Class A Common Stock ($ 0.75 per share) — — — — — — — ( 71,315 ) — ( 71,315 ) Balance at June 30, 2023 $ — $ 3,242,619 51,973 $ 5 94,089 $ 9 $ — $ ( 902,446 ) $ ( 3,325 ) $ ( 905,757 ) (1) Share amounts have been retrospectively restated to reflect the Company’s Stock Split, which was effected on June 8, 2022. Refer to Note 10—Equity and Warrants in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q for further information. (2) Certain redemption features embedded within the Preferred Units require bifurcation and measurement at fair value. For further detail, refer to Note 12—Series A Cumulative Redeemable Preferred Units in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on March 7, 2023. The accompanying notes are an integral part of the condensed consolidated financial statements. 6 KINETIK HOLDINGS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) These condensed consolidated financial statements have been prepared by Kinetik Holdings Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for interim periods, on a basis consistent with the annual audited financial statements, with the exception of recently adopted accounting pronouncements. All such adjustments are of a normal recurring nature. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10-Q should be read along with the Company’s audited financial statements and related notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2023. 1. DESCRIPTION OF THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization BCP Raptor Holdco, LP (“ BCP”), the Company’s predecessor for accounting purposes, was formed on April 25, 2017 as a Delaware limited partnership to acquire and develop midstream oil and gas assets. BCP’s primary operating subsidiaries are EagleClaw Midstream Ventures, LLC and CR Permian Holdings, LLC. Both subsidiaries were formed to design, engineer, install, own and operate facilities and provide services for produced natural gas gathering, compression, processing, treating and dehydration, and condensate separation, stabilization, and storage, crude oil gathering and storage and produced water gathering and disposal assets. Altus Midstream Company (“ALTM”) was originally incorporated on December 12, 2016 in Delaware under the name Kayne Anderson Acquisition Corp. (“KAAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. KAAC completed its initial public offering in the second quarter of 2017. On August 3, 2018, Altus Midstream LP was formed in Delaware as a limited partnership and wholly-owned subsidiary of KAAC and entered into a contribution agreement with certain affiliates of Apache Corporation (“Apache” and such affiliates the “Altus Midstream Entities”), formed by Apache between May 2016 and January 2017, for the purpose of acquiring, developing and operating midstream oil and gas assets in the Alpine High resource play and surrounding areas. On November 9, 2018, KAAC acquired all equity interests of the Altus Midstream Entities and changed its name to Altus Midstream Company. On February 22, 2022 (the “Closing Date”), Kinetik Holdings Inc., a Delaware corporation (formerly known as Altus Midstream Company), consummated the previously announced business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021 (the “Contribution Agreement”), by and among the Company, Altus Midstream LP (now known as Kinetik Holdings LP), a Delaware limited partnership and subsidiary of Altus Midstream Company (the “Partnership”), New BCP Raptor Holdco, LLC, a Delaware limited liability company (“Contributor”) and BCP. The transactions contemplated by the Contribution Agreement are referred to herein as the “Transaction.” In connection with the closing of the Transaction (the “Closing”), the Company changed its name from “Altus Midstream Company” to “Kinetik Holdings Inc.” Unless the context otherwise requires, “ALTM” refers to the registrant prior to the Closing and “we,” “us,” “our” and the “Company” refer to Kinetik Holdings Inc., the registrant and its subsidiaries following the Closing. Through its consolidated subsidiaries, the Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGLs and crude oil to market. Additionally, the Company owns equity interests in four separate Permian Basin pipeline entities that have access to various markets along the Texas Gulf Coast. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP. Certain reclassifications of prior year balances have been made to conform such amounts to current year presentation. These reclassifications have no impact on net income. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a 7 Table of Contents full year; accordingly, you should read these condensed consolidated financial statements in conjunction with our consolidated financial statements and related notes included in our 2022 Form 10-K. All intercompany balances and transactions have been eliminated in consolidation. Prior to the Closing, the Company’s financial statements that were filed with the SEC were derived from ALTM’s accounting records. As the Transaction was determined to be a reverse merger, BCP was considered the accounting acquirer and ALTM was the legal acquirer. The accompanying condensed consolidated financial statements herein include (1) BCP’s net assets carried at historical value, (2) BCP’s historical results of operations prior to the Transaction, (3) the ALTM’s net assets carried at fair value as of the Closing Date and (4) the combined results of operations with the Company’s results presented within the condensed consolidated financial statements from February 22, 2022 going forward. Therefore, the results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 2—Business Combination to our condensed consolidated financial statements in this Form 10-Q for additional discussion. The Company completed a two -for-one Stock Split on June 8, 2022. All corresponding per-share and share amounts for periods prior to June 8, 2022 have been retrospectively restated in this Form 10-Q to reflect the two -for-one Stock Split, except for the number of Common Units and shares of Class C Common Stock described above in relation to the Transaction, which are presented at pre-Stock-Split amounts. This presentation is consistent with our previous public filings and the terms of the Contribution Agreement. Significant Accounting Policies The accounting policies that we follow are set forth in Note 2 – Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our Annual Report. There were no significant updates or revisions to our accounting policies during the six months ended June 30, 2023. Inventory Other current assets include condensate, residue gas and NGLs inventories that are valued at the lower of cost or market. Inventory was valued at $ 7.3 million and $ 4.8 million as of June 30, 2023 and December 31, 2022, respectively. Transactions with Affiliates The accounts receivable from or payable to affiliates represent the net result of the Company’s monthly revenue, capital and operating expenditures, and other miscellaneous transactions to be settled with Apache and its subsidiaries, who controlled the Company prior to the Transaction. Accounts receivable from affiliates was $ 16.9 million and $ 17.6 million as of June 30, 2023 and December 31, 2022, respectively. Revenue from affiliates was $ 24.8 million and $ 30.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 50.1 million and $ 46.2 million for the six months ended June 30, 2023 and 2022, respectively. Accrued expense due to affiliates was immaterial as of June 30, 2023 and December 31, 2022. The Company incurred operating expenses with affiliates of $ 0.2 million and $ 0.1 million for the three months ended June 30, 2023 and 2022, respectively, and $ 0.4 million and $ 0.2 million for the six months ended June 30, 2023 and 2022, respectively. The Company recorded cost of sales with an affiliate of $ 10.8 million and $ 3.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 25.4 million and $ 7.1 million, for the six months ended June 30, 2023 and 2022, respectively . 8 Table of Contents 2. BUSINESS COMBINATIONS As of June 30, 2023, our allocation of purchase price for acquisitions made during 2023 and 2022 are detailed below: Acquisition Date Acquisition Considerations Transferred Current Assets Property Plant & Equipment Intangible Assets Other Long Term Assets Goodwill Liabilities Noncontrolling Interest (In thousands) (1) Q1 2023 Midstream Infrastructure Assets and Incentive and Acceleration Agreement (a) $ 125,000 $ 4,736 $ 61,850 $ 3,150 $ 55,264 $ — $ — $ — (2) Q1 2022 Altus Midstream Company (“ALTM”) $ 1,013,745 $ 38,750 $ 634,923 $ 13,200 $ 1,752,500 $ 5,077 $ ( 967,988 ) $ ( 462,717 ) (a) Consideration includes $ 65 million paid for certain midstream assets and the $ 60 million paid related to the incentive and acceleration agreement. Midstream Infrastructure Assets In the first quarter of 2023, the Partnership closed on a purchase and sale agreement for certain midstream assets for $ 65.0 million together with a new 20-year midstream service agreement. In addition, the Partnership entered into an incentive and acceleration agreement related to near term supplemental development activities on acreage dedicated for midstream services to affiliates of the Partnership. Such development activities will begin in 2023 and are subject to semi-annual performance milestones and subject to refund with consequential monetary penalty if not satisfied. Consideration for the incentive and acceleration agreement of $ 60.0 million was capitalized as a contract asset in accordance with ASC 606, of which $ 4.7 million was included in “Prepaid and Other Current Assets” and $ 55.3 million was included in “Deferred Charges and Other Assets” in the condensed consolidated balance sheet as of the date of acquisition. These transactions were accounted for as a business combination in accordance with ASC 805. Certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, the completion of the valuation of the underlying assets and liabilities assumed. The Company is continuing its review of these matters during the measurement period. Acquisition-related costs were immaterial for this transaction. Altus Midstream Company On February 22, 2022, the Company consummated the Transaction. Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all of the equity interests of BCP and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of BCP (the “Contributed Entities”) to the Partnership; and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 common units representing limited partner interests in the Partnership and 50,000,000 shares of the Company’s Class C Common Stock, par value $ 0.0001 per share. The Transaction was accounted as a reverse merger in accordance with ASC 805, which, among other things, requires assets acquired and liabilities assumed to be measured at their acquisition date fair value. During the 12-month measurement period following the acquisition date, the Company made necessary adjustments as information became available to the purchase price allocation, including, but not limited to, working capital and valuation of the underlying assets of the equity method investments. The Company recorded goodwill of $ 5.1 million as of December 31, 2022 related to operational synergies. The Company incurred acquisition-related costs of nil and $ 0.7 million for the three months ended June 30, 2023 and 2022, respectively, and nil and $ 6.4 million for the six months ended June 30, 2023 and 2022, respectively, related to the Transaction. 9 Table of Contents 3. REVENUE RECOGNITION Disaggregation of Revenue The following table presents a disaggregation of the Company’s revenue: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Gathering and processing services $ 102,551 $ 102,080 $ 205,976 $ 182,525 Natural gas, NGLs and condensate sales 191,430 229,651 365,254 404,579 Other revenue 2,222 3,841 6,013 5,717 Total revenues and other $ 296,203 $ 335,572 $ 577,243 $ 592,821 There have been no significant changes to the Company’s contracts with customers during the three and six months ended June 30, 2023. The Company recognized revenues from minimum volume commitment (“MVC”) deficiency payments of $ 0.1 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.2 million and $ 0.3 million for the six months ended June 30, 2023 and 2022, respectively. Remaining Performance Obligations The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenues as of June 30, 2023: Amount Fiscal Year (In thousands) Remaining of 2023 $ 18,586 2024 53,639 2025 74,147 2026 56,166 2027 56,940 Thereafter 243,352 $ 502,830 Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to customer contracts that have fixed pricing and fixed volume terms and conditions, generally including contracts with payment obligations associated with MVCs. Contract Liabilities The following table provides information about contract liabilities from contracts with customers as of June 30, 2023: Amount (In thousands) Balance at December 31, 2022 $ 29,300 Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied ( 4,331 ) Cash received in advance and not recognized as revenue 6,872 Balance at June 30, 2023 31,841 Less: Current portion 7,306 Non-current portion $ 24,535 Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which result from contribution in aid of construction payments. Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities,” respectively, of the Condensed Consolidated Balance Sheets. 10 Table of Contents Contract Cost Assets The Company has capitalized certain costs incurred to obtain a contract that would not have been incurred otherwise. These costs are recovered through the net cash flows of the associated contract. As of June 30, 2023 and December 31, 2022, the Company had contract acquisition cost assets of $ 74.5 million and $ 17.8 million, respectively. Current and noncurrent contract cost assets are included in “Prepaid and Other Current Assets” and “Deferred Charges and Other Assets,” respectively, of the Condensed Consolidated Balance Sheets. The Company amortizes these assets as cost of sales on a straight-line basis over the life of the associated long-term customer contracts. The Company recognized cost of sales associated with these assets of $ 1.7 million and $ 0.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 3.3 million and $ 0.9 million for the six months ended June 30, 2023 and 2022, respectively. 4. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, at carrying value, is as follows: June 30, December 31, 2023 2022 (In thousands) Gathering, processing, and transmission systems and facilities $ 3,017,501 $ 2,904,084 Vehicles 11,674 9,290 Computers and equipment 6,048 4,289 Less: accumulated depreciation ( 547,712 ) ( 474,258 ) Total depreciable assets, net 2,487,511 2,443,405 Construction in progress 182,348 70,325 Land 22,047 21,482 Total property, plant, and equipment, net $ 2,691,906 $ 2,535,212 The cost of property classified as “Construction in progress” is excluded from capitalized costs being depreciated. These amounts represent property that is not yet available to be placed into productive service as of the respective reporting date. The Company recorded $ 38.9 million and $ 36.6 million of depreciation expense for the three months ended June 30, 2023 and 2022, respectively, and $ 77.3 million and $ 67.5 million of depreciation expense for the six months ended June 30, 2023 and 2022, respectively. There were no triggering events for property, plant and equipment during the three and six months ended June 30, 2023 and 2022. 5. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill totaled $ 5.1 million as of June 30, 2023 and December 31, 2022. The goodwill of $ 5.1 million is within the Midstream Logistics segment, and pertains to excess of the purchase price over net assets acquired in connection with the Transaction. Goodwill is tested at least annually as of November 30 of each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. Company’s management assesses whether there have been events or circumstances that trigger the fair value of the reporting unit to be lower than its net carrying value since consummation of the Transaction and concluded that goodwill was not impaired as of June 30, 2023. 11 Table of Contents Intangible Assets Intangible assets, net, are comprised of the following: June 30, December 31, 2023 2022 (In thousands) Customer contracts $ 1,142,278 $ 1,137,831 Right of way assets 138,660 127,539 Less accumulated amortization ( 631,041 ) ( 569,981 ) Total amortizable intangible assets, net $ 649,897 $ 695,389 The fair value of acquired customer contracts was capitalized as a result of acquiring favorable customer contracts as of the closing dates of certain past acquisitions and is being amortized using a straight-line method over the remaining term of the customer contracts, which range from one to twenty years . Right-of-way assets relate primarily to underground pipeline easements, have a useful life of ten years and are amortized using the straight-line method. The right of way agreements are generally for an initial term of ten years with an option to renew for an additional ten years at agreed upon renewal rates based on certain indices or up to 130 % of the original consideration paid. On June 30, 2023, remaining weighted average amortization periods for customer contracts and right of way assets were approximately 7.20 years and 6.90 years, respectively. Overall remaining weighted average amortization period for the intangible assets as of June 30, 2023 was approximately 7.16 years. The Company recorded $ 30.6 million and $ 30.0 million of amortization expense for the three months ended June 30, 2023 and 2022, respectively, and $ 61.1 million and $ 60.1 million of amortization expense for the six months ended June 30, 2023 and 2022, respectively. There was no impairment recognized on intangible assets for the three and six months ended June 30, 2023 and 2022. 6. EQUITY METHOD INVESTMENTS As of June 30, 2023, the Company owned investments in the following long-haul pipeline entities in the Permian Basin. These investments were accounted for using the equity method of accounting. For each EMI pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline. The table below presents the ownership percentages and investment balances held by the Company for each entity: June 30, December 31, Ownership 2023 2022 (In thousands) Permian Highway Pipeline LLC ("PHP") 53.3 % $ 1,603,140 $ 1,474,800 Breviloba, LLC ("Breviloba") 33.0 % 448,816 455,057 Gulf Coast Express Pipeline LLC ("GCX") 16.0 % 438,156 451,483 $ 2,490,112 $ 2,381,340 Additionally, as of June 30, 2023, the Company owned 15.0 % of Epic Crude Holdings, LP (“EPIC”). However, no dollar value was assigned through the Transaction’s purchase price allocation as an adjustment was made to eliminate equity in losses of EPIC. No additional contribution was made to EPIC and no distribution or equity income was received from EPIC during the three and six months ended June 30, 2023. The unamortized basis differences included in the EMI pipeline balances were $ 356.1 million and $ 363.2 million as of June 30, 2023 and December 31, 2022, respectively. These amounts represent differences in the Company’s contributions to date and the Company’s underlying equity in the separate net assets within the financial statements of the respective entities. Unamortized basis differences will be amortized into equity income over the useful lives of the underlying pipeline assets. There was capitalized interest of $ 17.5 million and $ 13.4 million as of June 30, 2023 and December 31, 2022, respectively. Capitalized interest is amortized on a straight-line basis into equity income. 12 Table of Contents The following table presents the activity in the Company’s EMIs for the six months ended June 30, 2023: Permian Highway Pipeline LLC Breviloba, LLC Gulf Coast Express Pipeline LLC Total (In thousands) Balance at December 31, 2022 $ 1,474,800 $ 455,057 $ 451,483 $ 2,381,340 Acquisitions — — — Contributions 150,331 — — 150,331 Distributions ( 88,395 ) ( 21,467 ) ( 32,161 ) ( 142,023 ) Capitalized interest 4,390 — — 4,390 Equity income, net (1) 62,014 15,226 18,834 96,074 Balance at June 30, 2023 $ 1,603,140 $ 448,816 $ 438,156 $ 2,490,112 (1) For the six months ended June 30, 2023, net of amortization of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $ 3.7 million from PHP, $ 0.3 million from Breviloba, LLC and $ 3.1 million from GCX. Summarized Financial Information The following tables represent selected data for the Company’s EMI pipelines (on a 100 percent basis) for the three and six months ended June 30, 2023 and 2022. Three Months Ended June 30, 2023 2022 Permian Highway Pipeline LLC Breviloba, LLC Gulf Coast Express Pipeline LLC Permian Highway Pipeline LLC Breviloba, LLC Gulf Coast Express Pipeline LLC (In thousands) Revenues $ 99,095 $ 46,641 $ 90,860 $ 98,808 $ 50,091 $ 90,769 Operating income 63,507 22,547 66,256 61,294 25,359 64,816 Net income 64,342 22,651 66,400 61,307 25,284 64,461 Six Months Ended June 30, 2023 2022 Permian Highway Pipeline LLC Breviloba, LLC Gulf Coast Express Pipeline LLC Permian Highway Pipeline LLC Breviloba, LLC Gulf Coast Express Pipeline LLC (In thousands) Revenues $ 191,935 $ 92,542 $ 180,608 $ 196,664 $ 98,612 $ 180,742 Operating income 120,312 44,496 131,472 120,770 51,672 128,259 Net income 124,032 44,863 137,491 120,520 51,651 127,990 13 Table of Contents 7. DEBT AND FINANCING COSTS The following table summarizes the Company’s debt obligations as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 (In thousands) $ 2.0 billion unsecured term loan $ 2,000,000 $ 2,000,000 $ 1.0 billion 2030 senior unsecured notes 1,000,000 1,000,000 $ 1.25 billion revolving line of credit 650,000 395,000 Total long-term debt 3,650,000 3,395,000 Less: Debt issuance costs, net (1) ( 24,201 ) ( 26,490 ) Total long-term debt, net $ 3,625,799 $ 3,368,510 Less: Current portion, net — — Long-term portion of debt, net $ 3,625,799 $ 3,368,510 (1) Excluded unamortized debt issuance cost related to the revolving line of credit. Unamortized debt issuance cost associated with the revolving line of credit was $ 6.1 million and $ 6.9 million as of June 30, 2023 and December 31, 2022, respectively. The current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and the “Deferred charges and other assets” of the Condensed Consolidated Balance Sheets. The table below presents the components of the Company’s financing costs, net of capitalized interest: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Capitalized interest $ ( 4,811 ) $ ( 197 ) $ ( 7,044 ) $ ( 301 ) Debt issuance costs 1,534 3,149 3,055 6,538 Interest expense 19,403 22,395 89,423 45,884 Total financing costs, net of capitalized interest $ 16,126 $ 25,347 $ 85,434 $ 52,121 As of June 30, 2023 and December 31, 2022, unamortized debt issuance costs associated with the senior unsecured notes and the term loan were $ 24.2 million and $ 26.5 million, respectively. Compliance with our Covenants Both the revolving credit agreement with Bank of America, N.A. as administrative agent, and the term loan credit agreement with PNC Bank as administrative agent, contain customary covenants and restrictive provisions which may, among other things, limit the Partnership’s ability to create liens, incur additional indebtedness, make restricted payments, or liquidate, dissolve, consolidate with or merge into or with any other person. The 5.875 % Senior Notes due 2030 also contain covenants and restrictive provisions, which may, among other things, limit the Partnership’s and its subsidiaries’ ability to create liens to secure indebtedness and the Partnership’s ability to consolidate or combine with or merge into any other person. As of June 30, 2023, the Partnership was in compliance with all customary and financial covenants. Fair Value of Financial Instruments The fair value of the Company and its subsidiaries’ consolidated debt as of June 30, 2023 and December 31, 2022 was $ 3.63 billion and $ 3.34 billion, respectively. On June 30, 2023, the senior unsecured notes’ fair value was based on Level 1 inputs and the term loan and revolving line of credit’s fair value was based on Level 3 inputs. 14 Table of Contents 8. ACCRUED EXPENSES The following table provides detail of the Company’s current accrued expenses on June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 (In thousands) Accrued product purchases $ 77,943 $ 115,773 Accrued taxes 9,370 19,509 Accrued salaries, vacation, and related benefits 2,540 3,934 Accrued capital expenditures 11,625 3,892 Accrued interest 3,942 24,815 Accrued other expenses 6,666 5,991 Total current accrued expenses $ 112,086 $ 173,914 Accrued product purchases mainly accrue the liabilities related to producer payments and any additional business-related miscellaneous fees we owe to third parties, such as transport or capacity fees as of June 30, 2023. 9. LEASE Components of lease costs are included in the Condensed Consolidated Statements of Operations as general and administrative expense for real-estate leases and operating expense for non-real estate leases. Total operating lease costs were $ 11.8 million and $ 9.1 million for the three months ended June 30, 2023 and 2022, respectively, and $ 22.6 million and $ 18.3 million for the six months ended June 30, 2023 and 2022, respectively. Short-term lease costs were $ 1.0 million and $ 1.5 million for the three months ended June 30, 2023 and 2022, respectively, and $ 1.0 million and $ 4.0 million for the six months ended June 30, 2023 and 2022, respectively. Variable lease cost was immaterial for the three and six months ended June 30, 2023 and 2022. The following table presents other supplemental lease information: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,739 $ 9,133 $ 22,371 $ 18,287 Right-of-use assets obtained in exchange for new operating lease liabilities $ 4,915 $ 16,123 $ 4,978 $ 21,386 Weighted-average remaining lease term — operating leases (in years) 1.77 1.73 1.77 1.73 Weighted-average discount rate — operating leases 8.82 % 7.46 % 8.82 % 7.46 % 10. EQUITY AND WARRANTS Redeemable Noncontrolling Interest — Common Unit Limited Partners On February 22, 2022, the Company consummated a business combination with Altus pursuant to the Contribution Agreement. In connection with the closing, (i) Contributor contributed all of the equity interests of the Contributed Entities to the Partnership; and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 common units representing limited partner interests in the Partnership and 50,000,000 shares of the Company’s Class C Common Stock, par value $ 0.0001 per share. Please refer to the “Transaction” above. The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is non-transferable, and the Common Unit is redeemable at the option of the holder. Therefore, the Common Unit is accounted for 15 Table of Contents as redeemable noncontrolling interest and classified as temporary equity on the Company’s Condensed Consolidated Balance Sheets. During the first three and six months of 2023, 180,962 common units were redeemed on a one -for-one basis for shares of Class A Common Stock and a corresponding number of shares of Class C Common Stock were cancelled. There were 94,089,038 Common Units and an equal number of Class C Common Stock issued and outstanding as of June 30, 2023. The Common Units fair value was approximately $ 3.24 billion as of June 30, 2023. Common Stock As of June 30, 2023, there were 51,973,472 and 94,089,038 shares, respectively, of Class A Common Stock and Class C Common Stock issued and outstanding (collectively, “Common Stock”). Public Warrants As of June 30, 2023, there were 12,577,350 Public Warrants (as defined below) outstanding. Each whole public warrant entitles the holder to purchase one tenth of a share of Class A Common Stock at a price of $ 115.00 per share (the “Public Warrants”). The Public Warrants will expire on November 9, 2023 or upon redemption or liquidation. The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $ 0.01 per warrant with not less than 30 days’ notice provided to the Public Warrant holders. However, this redemption right can only be exercised if the reported last sale price of the Class A Common Stock equals or exceeds $ 180.00 per share for any 20 -trading days within a 30 -trading day period ending three business days prior to sending the notice of redemption to the Public Warrant holders. Private Placement Warrants As of June 30, 2023, there were 6,364,281 Private Placement Warrants (as defined below) outstanding, of which Apache holds 3,182,140 . The private placement warrants will expire on November 9, 2023 and are identical to the Public Warrants discussed above, except (i) they will not be redeemable by the Company so long as they are held by the initial holders or their respective permitted transferees and (ii) they may be exercised by the holders on a cashless basis (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”). The Company recorded a fair value of $ 6 thousand for the Public Warrants and a fair value of $ 4 thousand for the Private Warrants as of June 30, 2023 on the Condensed Consolidated Balance Sheets in other non-current liabilities. Refer to Note 11—Fair Value Measurement in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q for additional discussion regarding valuation of the Warrants. Share Repurchase Program In February 2023, the Board of Directors (the “Board”) approved a share repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $ 100.0 million in the aggregate. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactions and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. 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. During the three and six months ended June 30, 2023, the Company retired 81,861 shares of treasury stock. For more information regarding the 1% U.S. federal excise tax imposed on certain repurchases of stock by publicly traded U.S. corporations, please refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Share Repurchase Program,” included in this Quarterly Report on Form 10-Q. Dividend On May 17, 2023 the Company made cash dividend payments of $ 19.4 million to holders of Class A Common Stock and Class C Common Units and $ 88.0 million was reinvested in shares of Class A Common Stock by Reinvestment Holders. Cash dividend payments to holders of Class A Common Stock and Class C Common Units totaled $ 36.5 million for the six months ended June 30, 2023, of which $ 175.6 million was reinvested in shares of Class A Common Stock by Reinvestment Holders. 16 Table of Contents 11. FAIR VALUE MEASUREMENTS The Company’s Condensed Consolidated Balance Sheets reflect a mixture of measurement methods for financial assets and liabilities. Public and private warrants, contingent liabilities and derivative financial instruments are reported at fair value. Other financial instruments are reported at historical cost or amortized cost on our Condensed Consolidated Balance Sheets. Long-term debt is primarily the other financial instrument for which carrying value could vary significantly from fair value. See Note 7—Debt and Financing Costs in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q for further information. Topic 820 establishes a framework for measuring fair value in U.S. GAAP, clarifies the definition of fair value within that framework and requires disclosures about the use of fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets. Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1 inputs). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1 inputs : Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 inputs : Inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 inputs : Prices or valuations that require unobservable inputs which are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or inventory parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022: June 30, 2023 Level 1 Level 2 Level 3 Total (In thousands) Commodity swap $ — $ 9,850 $ — $ 9,850 Interest rate derivatives — 17,754 — 17,754 Total assets $ — $ 27,604 $ — $ 27,604 Commodity swaps $ — $ 4,585 $ — $ 4,585 Interest rate derivatives — 3,761 — 3,761 Public warrants 6 — — 6 Private warrants — — 4 4 Total liabilities $ 6 $ 8,346 $ 4 $ 8,356 17 Table of Contents December 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Commodity swap $ — $ 4,288 $ — $ 4,288 Interest rate derivatives — 2,675 — 2,675 Total assets $ — $ 6,963 $ — $ 6,963 Commodity swaps $ — $ 5,718 $ — $ 5,718 Interest rate derivatives — 8,328 — 8,328 Public warrants 50 — — 50 Private warrants — — 38 38 Total liabilities $ 50 $ 14,046 $ 38 $ 14,134 Our derivative contracts consist of interest rate swaps and commodity swaps. Valuation of these derivative contracts involved both observable publicly quoted prices and certain inputs to the credit valuation that may not be readily observable in the marketplace. As such our derivative contracts are classified as Level 2 in the hierarchy. Refer to Note 12—Derivatives and Hedging Activities in the Notes to Condensed Consolidated Financial Statements in this Form 10-Q for further discussion related to commodity swaps and interest rate derivatives. The carrying value of the Company’s Public Warrants are recorded at fair value based on quoted market prices, a Level 1 fair value measurement. The carrying value of the Company’s Private Placement Warrants are recorded at fair value determined using an option pricing model, a Level 3 fair value measurement, which is calculated based on key assumptions related to expected volatility of the Company’s common stock, an expected dividend yield, the remaining term of the warrants outstanding and the risk-free rate based on the U.S. Treasury yield curve in effect at the time of the valuation. These assumptions are estimated utilizing historical trends of the Company’s common stock, Public Warrants and other factors. Change in fair value of the warrants since closing of the Transaction through reporting date was recorded in “Interest and other income” of the Condensed Consolidated Statements of Operations. The carrying amounts reported on the Condensed Consolidated Balance Sheets for the Company’s remaining financial assets and liabilities approximate fair value due to their short-term nature. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the six months ended June 30, 2023 and 2022. 12. DERIVATIVES AND HEDGING ACTIVITIES The Company is exposed to certain risks arising from both its business operations and economic conditions, and it enters into certain derivative contracts to manage exposure to these risks. To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties. The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022. Interest Rate Risk The Company manages market risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. During November 2022 and March 2023, the Company entered into three interest rate swaps with total notional amounts of $ 2.25 billion that are effective on May 1, 2023 and mature on May 31, 2025. Under these swaps, the Company pays a fixed rate ranging from 4.38 % to 4.49 % for the respective notional amounts. 18 Table of Contents The fair value or settlement value of the consolidated interest rate swaps outstanding are presented on a gross basis on the Condensed Consolidated Balance Sheets. Interest rate swap derivative assets were $ 17.8 million and $ 2.7 million as of June 30, 2023 and December 31, 2022, respectively. Interest rate swap derivative liabilities were $ 3.8 million and $ 8.3 million as of June 30, 2023 and December 31, 2022, respectively. The Company recorded cash settlements on interest rate swap derivatives of $ 2.4 million and $ 12.0 million for the three months ended June 30, 2023 and 2022, respectively, and $ 2.4 million and $ 11.3 million for the six months ended June 30, 2023 and 2022, respectively. In addition, the Company recorded fair value adjustments of $ 39.3 million and $ 2.4 million for the change in fair value of the interest rate swap derivatives for the three months ended June 30, 2023 and 2022, respectively, and $ 22.1 million and $ 14.0 million for the six months ended June 30, 2023 and 2022, respectively, in “Interest expense” of the Condensed Consolidated Statements of Operations. Commodity Price Risk The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local natural gas, natural gas liquids and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure of such risk through commodity hedge contracts. During the past two quarters, the Company has entered into numerous commodity swap contracts based on the OPIS NGL Mont Belvieu prices for ethane, propane and butane, the Waha Basis index and the NYMEX WTI index. These contracts are on various notional quantities of NGLs, natural gas and crude. Similarly, the Company has entered into various natural gas and crude basis spread swaps. These index swaps are effective over the next 1 to 12 months and are used to hedge against location price risk of the respective commodity resulting from supply and demand volatility and protect cash flows against price fluctuations. The table below presents detailed information of commodity swaps outstanding as of June 30, 2023 (in thousands, except volumes): June 30, 2023 Commodity Instruments Unit Volume Net Fair Value Natural Gas Commodity Swap MMBtus 2,130,000 $ ( 470 ) NGL Commodity Swap Gallons 98,101,500 2,669 Crude Commodity Swap Bbl 110,400 683 Natural Gas Basis Spread Swaps Commodity Swap MMBtus 33,510,000 2,155 Crude Gas Basis Spread Swaps Commodity Swap Bbl 314,000 228 $ 5,265 The fair value or settlement value of the swaps outstanding are presented on a gross basis on the Condensed Consolidated Balance Sheets. Commodity swap derivative assets were $ 9.9 million and $ 4.3 million as of June 30, 2023 and December 31, 2022, respectively. Commodity swap derivative liabilities were $ 4.6 million and $ 5.7 million as of June 30, 2023 and December 31, 2022, respectively. The Company recorded cash settlements on commodity swap derivatives of $ 6.9 million and nil for the three months ended June 30, 2023 and 2022, respectively, and $ 7.9 million and $ 0.2 million for the six months ended June 30, 2023 and 2022, respectively. In addition, the Company recorded fair value adjustments of $ 9.1 million and nil for the three months ended June 30, 2023 and 2022, respectively, and $ 14.5 million and nil for the change in fair value of commodity swap derivatives for the six months ended June 30, 2023 and 2022, respectively, in “Product revenue” of the Condensed Consolidated Statements of Operations. 13. SHARE-BASED COMPENSATION Prior to the Closing, the Company issued incentive units, which included performance and service conditions, to certain employees and Board members. The units consisted of Class A-1, Class A-2 and Class A-3 units. These units derived value from the Company’s certain wholly owned subsidiaries. Class A-1 and A-2 units would have vested upon either (i) the date of consummation of a change in control or (ii) the date that is 1-year following the consummation of the initial public offering of the Company (or its successor). Class A-3 units would have vested upon a change in control, if the participants were employed at the time of the event, or upon termination of the participant by the Company. 19 Table of Contents Immediately upon Closing, all outstanding Class A-1 and Class A-2 units were cancelled and exchanged for 5,300,000 shares (the “Class A Shares”), post-Stock Split, of the Company’s Class A Common Stock. These Class A Shares are issued and outstanding as they were distributed pro rata to all holders of Class A-1 and Class A-2 units by the Common Unit limited partners from the 50,000,000 common units, pre-Stock-Split, that such limited partners received upon the Closing. The Common Unit limited partners redeemed Common Units needed for the Class A Shares distribution upon the Closing. The Class A Shares are held in escrow and will vest over three to four years . Similarly, the Class A-3 units were exchanged for approximately 326,000 , post Stock Split, Class C Common Stock and Common Units (the “Class C Shares”) and will vest over four years . The Company also issued approximately 76,000 , post Stock Split, replacement restricted share awards (“Replacement Awards”) to new employees that transitioned from ALTM as part of the Transaction. These changes for all three share types established a new measurement date. The Class A Shares, Class C Shares and Replacement Awards were valued based on the Company’s publicly quoted stock price on the measurement date, which was the Closing Date of the Transaction. During the first quarter of 2023, pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time , the Company granted approximately 370,000 restricted stock units (“RSUs”) to its employees with cliff vesting on January 1, 2026 and approximately 181,000 RSUs to employees that were vested immediately. The 181,000 RSUs that vested immediately were granted to employees who received their bonus in Company stock in lieu of cash bonus awards. With respect to the above shares, the Company recorded compensation expenses of $ 13.3 million and $ 12.2 million for the three months ended June 30, 2023 and 2022, respectively, and $ 30.8 million and $ 18.3 million for the six months ended June 30, 2023 and 2022, respectively, based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares. 14. INCOME TAXES The Company is subject to U.S. federal income tax and the Texas margin tax. Income tax expense included in the condensed consolidated financial statements in this Form 10-Q is as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands) Income before income taxes $ 71,979 $ 131,610 $ 76,694 $ 153,675 Income tax expense $ 311 $ 162 $ 727 $ 838 Effective tax rate 0.43 % 0.12 % 0.95 % 0.55 % The effective tax rate for the three and six months ended June 30, 2023 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interests related to the Common Units limited partners and valuation allowance. 20 Table of Contents 15. NET INCOME PER SHARE The computation of basic and diluted net income per share for the periods presented in the condensed consolidated financial statements is shown in the tables below. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 (In thousands, except per share amounts) Net income attributable to Class A common shareholders $ 25,014 $ 6,438 $ 26,450 $ 10,303 Less: Net income available to participating unvested restricted Class A common shareholders (1) ( 4,426 ) ( 4,184 ) ( 8,582 ) ( 4,184 ) Total net income attributable to Class A common shareholders $ 20,588 $ 2,254 $ 17,868 $ 6,119 Weighted average shares outstanding - basic (2) 50,553 39,297 48,980 38,766 Dilutive effect of unvested Class A common shares (3)(4) 72 32 240 30 Weighted average shares outstanding - diluted 50,625 39,329 49,220 38,796 Net income (loss) available per common share - basic $ 0.41 $ 0.06 $ 0.36 $ 0.16 Net income (loss) available per common share - diluted $ 0.41 $ 0.06 $ 0.36 $ 0.16 (1) Represents dividends paid to unvested restricted Class A common shareholders. (2) Share and per share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. (3) The effect of an assumed exchange of the outstanding public and private warrants for shares of Class A Common Stock would have been anti-dilutive for all periods presented in which the public and private warrants were outstanding. (4) The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding. 16. COMMITMENTS AND CONTINGENCIES Accruals for loss contingencies arising from claims, assessments, litigation, environmental and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. As of June 30, 2023 and December 31, 2022, there were no accruals for loss contingencies. Litigation The Company is a party to various legal actions arising in the ordinary course of its businesses. In accordance with ASC 450, Contingencies , the Company accrues reserves for outstanding lawsuits, claims and proceedings when a loss contingency is probable and can be reasonably estimated. The Company estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the legal proceedings in question. Thus, the Company’s exposure and ultimate losses may be different than the amounts accrued. The Company has entered into litigation with two third parties to collect receivables totaling $ 19.6 million that remain outstanding from the Winter Storm Uri during February of 2021. Given the counterparties’ sufficient creditworthiness and the valid claims that we hold, no allowance has currently been established for these items as we have legally enforceable agreements with these parties. Environmental Matters As an owner of infrastructure assets with rights to surface lands, the Company is subject to various local and federal laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the Company for the cost of pollution clean-up resulting from operations and subject the Company to liability for pollution damages. The Company is not aware of any environmental claims existing as of June 30, 21 Table of Contents 2023, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. Contingent Liabilities Permian Gas Acquisition As part of the acquisition of Permian Gas on June 11, 2019, consideration included a contingent liability arrangement with PDC Permian, Inc. (“PDC”). The arrangement requires additional monies to be paid by the Company to PDC on a per Mcf basis if the actual annual Mcf volume amounts exceed forecasted annual Mcf volume amounts starting in 2020 and continuing through 2029. The total monies paid under this arrangement are capped at $ 60.5 million. Amounts are payable on an annual basis over the earn-out period. Based on current forecasts and discussions with PDC, management revalues this contingent liability with updated assumptions at each reporting period. PDC’s actual annual Mcf volume did not exceed the incentive rate during the past three years, and the Company did not expect PDC’s actual annual Mcf volume amounts to exceed forecasted amounts as of June 30, 2023; therefore, the estimated fair value of the contingent consideration liability was nil as of June 30, 2023 and December 31, 2022. Original Altus Transaction As part of the Transaction, the Company assumed contingent liabilities of $ 4.5 million related to earn-out consideration of up to 2,500,000 shares of Class A Common Stock, which was part of the original Altus transaction, as follows: • 1,250,000 shares if the per share closing price of the Class A Common Stock as reported by the New York Stock Exchange (“NYSE”) during any 30 -trading-day period ending prior to November 9, 2023 is equal to or greater than $ 140.00 for any 20 trading days within such 30 -trading-day period. • 1,250,000 shares if the per share closing price of the Class A Common Stock as reported by the NYSE during any 30 -trading-day period ending prior to November 9, 2023 is equal to or greater than $ 160.00 for any 20 trading days within such 30 -trading-day period. Pursuant to ASC 805, this earn-out consideration was a pre-existing contingency and accounted for as an assumed liability to the acquirer on the acquisition date . Immediately subsequent to the Closing, the Company evaluated the earn-out consideration classification in accordance with ASC 480, Distinguishing Liabilities from Equity ( “ASC 480” ) and ASC 815, Derivatives and Hedging ( “ASC 815” ). The Company determined the earn-out consideration to be classified as equity based on the settlement provision. Letters of Credit Our $ 1.25 billion senior unsecured Revolving Credit Facility maturing on June 8, 2027 can be used for letters of credit. Our obligations with respect to related letters of credit totaled $ 12.6 million and nil as of June 30, 2023 and December 31, 2022, respectively. 17. SEGMENTS Our two operating segments represent the Company’s segments for which discrete financial information is available and is utilized on a regular basis by our chief operating decision maker (“CODM”) to make key operating decisions, assess performance and allocate resources. Our Chief Executive Officer is the CODM. These segments are strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. The activities of each of our reportable segments from which the Company earns revenues and incurs expenses are described below: • Midstream Logistics: The Midstream Logistics segment operates under three streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal. • Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests in four Permian Basin pipelines that access various points along the Texas Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline that is under construction. The current operating pipelines transport crude oil, natural gas and NGLs. The Midstream Logistics segment accounts for more than 99 % of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment 22 Table of Contents contains all of the Company’s equity method investments, which contribute more than 99 % of the segment’s EBITDA. Corporate and Other contains the Company’s executive and administrative functions, including 85 % of the Company’s general and administrative expenses and all of the Company’s debt service costs. The following tables present the reconciliation of the segment profit measure as of and for the three and six months periods ended June 30, 2023 and 2022: Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Three Months Ended June 30, 2023 Segment net income (loss) including noncontrolling interests $ 55,680 $ 49,493 $ ( 33,505 ) $ 71,668 Add back: Interest expense 11 — 16,115 16,126 Income tax expense — — 311 311 Depreciation and amortization 69,005 471 6 69,482 Contract assets amortization 1,655 — — 1,655 Proportionate EMI EBITDA — 74,481 — 74,481 Share-based compensation — — 13,299 13,299 Loss on disposal of assets 12,137 — — 12,137 Acquisition transaction costs 2 — — 2 Integration costs 15 — 26 41 Other one-time costs or amortization 743 — 361 1,104 Deduct: Warrant valuation adjustment — — 33 33 Gain on redemption of mandatorily redeemable Preferred units — — — — Unrealized gain on derivatives 2,678 — — 2,678 Equity income from unconsolidated affiliates — 49,610 — 49,610 Segment adjusted EBITDA (3) $ 136,570 $ 74,835 $ ( 3,420 ) $ 207,985 Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Three Months Ended June 30, 2022 Segment net income including noncontrolling interests $ 14,563 $ 46,277 $ 70,608 $ 131,448 Add back: Interest expense 20,641 942 3,764 25,347 Income tax expense 162 — — 162 Depreciation and amortization 66,459 122 — 66,581 Contract assets amortization 448 — — 448 Proportionate EMI EBITDA — 71,340 — 71,340 Share-based compensation — — 12,173 12,173 Loss on disposal of assets 8,580 — ( 34 ) 8,546 Loss on debt extinguishment 27,983 ( 8 ) — 27,975 Integration costs 579 — 4,707 5,286 Acquisition transaction costs — — 674 674 Other one-time costs or amortization 1,239 — 1,020 2,259 Deduct: Gain on redemption of mandatorily redeemable Preferred units — — 5,087 5,087 Gain on embedded derivative — — 91,448 91,448 Equity income from unconsolidated affiliates — 47,786 — 47,786 Segment adjusted EBITDA (3) $ 140,654 $ 70,887 $ ( 3,623 ) $ 207,918 23 Table of Contents Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (In thousands) For the Six Months Ended June 30, 2023 Segment net income (loss) including noncontrolling interests $ 107,211 $ 95,927 $ ( 127,171 ) $ 75,967 Add back: Interest expense 21 — 85,413 85,434 Income tax expense — — 727 727 Depreciation and amortization 137,398 926 12 138,336 Contract assets amortization 3,310 — — 3,310 Proportionate EMI EBITDA — 146,348 — 146,348 Share-based compensation — — 30,839 30,839 Loss on disposal of assets 12,239 — — 12,239 Loss (gain) on debt extinguishment — — — — Integration costs — — 953 953 Acquisition transaction costs 33 — 237 270 Other one-time costs or amortization 3,793 — 1,071 4,864 Deduct: Warrant valuation adjustment — — 77 77 Unrealized gain on derivatives 7,643 — — 7,643 Gain on embedded derivative — — — — Equity income from unconsolidated affiliates — 96,074 — 96,074 Segment adjusted EBITDA (3) $ 256,362 $ 147,127 $ ( 7,996 ) $ 395,493 Midstream Logistics Pipeline Transportation Corporate and Other (1) Consolidated (2) (In thousands) For the Six Months Ended June 30, 2022 Segment net income including noncontrolling interests $ 23,749 $ 75,412 $ 53,676 $ 152,837 Add back: Interest expense (income) 47,412 ( 672 ) 5,381 52,121 Income tax expense (benefit) 457 ( 39 ) 420 838 Depreciation and amortization 127,352 252 — 127,604 Contract assets amortization 896 — — 896 Proportionate EMI EBITDA — 112,081 — 112,081 Share-based compensation — — 18,304 18,304 Loss (gain) on disposal of assets 8,690 — ( 34 ) 8,656 Loss (gain) on debt extinguishment 27,983 ( 8 ) — 27,975 Integration costs 4,683 — 6,755 11,438 Acquisition transaction costs 4 — 6,346 6,350 Other one-time costs or amortization 2,157 — 1,297 3,454 Deduct: Gain on redemption of mandatorily redeemable Preferred units — — 9,580 9,580 Gain on embedded derivative — — 88,562 88,562 Equity income from unconsolidated affiliates — 75,703 — 75,703 Segment adjusted EBITDA (3) $ 243,383 $ 111,323 $ ( 5,997 ) $ 348,709 (1) Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (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. (2) Results do not include legacy ALTM prior to February 22, 2022. Refer to 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 on the Company’s basis of presentation. (3) Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, for a definition and reconciliation to the most directly comparable GAAP measure. 24 Table of Contents The following tables present the revenue for individual operating segment for the three and six month periods ended June 30, 2023 and 2022: Midstream Logistics Pipeline Transportation Consolidated (In thousands) For the Three Months Ended June 30, 2023 Revenue $ 293,251 $ 730 $ 293,981 Other revenue 2,220 2 2,222 Total segment operating revenue $ 295,471 $ 732 $ 296,203 Midstream Logistics Pipeline Transportation Consolidated (In thousands) For the Three Months Ended June 30, 2022 Revenue $ 331,731 $ — $ 331,731 Other revenue 3,839 2 3,841 Total segment operating revenue $ 335,570 $ 2 $ 335,572 Midstream Logistics Pipeline Transportation Consolidated (In thousands) For the Six Months Ended June 30, 2023 Revenue $ 569,806 $ 1,424 $ 571,230 Other revenue 6,009 4 6,013 Total segment operating revenue $ 575,815 $ 1,428 $ 577,243 Midstream Logistics Pipeline Transportation Consolidated (In thousands) For the Six Months Ended June 30, 2022 Revenue $ 587,104 $ — $ 587,104 Other revenue 5,713 4 5,717 Total segment operating revenue $ 592,817 $ 4 $ 592,821 The following table presents total assets for each operating segment as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 (In thousands) Midstream Logistics $ 3,582,410 $ 3,486,948 Pipeline Transportation (1) 2,602,385 2,414,829 Segment total assets 6,184,795 5,901,777 Corporate and other 42,126 17,934 Total assets $ 6,226,921 $ 5,919,711 (1) Includes investment in unconsolidated affiliates of $ 2.49 billion and $ 2.38 billion as of June 30, 2023 and December 31, 2022, respectively . 18. SUBSEQUENT EVENTS 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 of record as of August 4, 2023 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.. 25 Table of Contents