Kinetik Holdings Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company’s Chief Executive Officer and President, in his capacity as principal executive officer, and the Company’s Chief Financial Officer and Treasurer, in his capacity as principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation and as of the date of that evaluation, these officers concluded that the Company’s disclosure controls and procedures were effective, providing effective means to ensure that the information the Company is required to disclose under applicable laws and regulations is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The Company periodically reviews the design and effectiveness of its disclosure controls, including compliance with various laws and regulations that apply to operations. The Company makes modifications to improve the design and effectiveness of its disclosure controls, and may take other corrective action, if the Company’s reviews identify deficiencies or weaknesses in its controls. Management’s Annual Report on Internal Control Over Financial Reporting The management report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to the “Report of Management on Internal Control Over Financial Reporting,” included on page F-1 in Part IV, Item 15 of this Annual Report on Form 10-K. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act and is not required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act. As such, this Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal controls over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 45 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information set forth under the captions “Election of Directors” and “Information About Our Executive Officers” in the proxy statement relating to the Company’s 2022 Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, 2021 (the Proxy Statement), is incorporated herein by reference. Code of Ethics Pursuant to Rule 5610 of the Nasdaq Listing Rules, the Company is required to adopt a code of conduct for its directors, officers, and employees. The Company’s board of directors has adopted the Code of Business Conduct (Code of Conduct), which was most recently revised in December 2020. The Code of Conduct also meets the requirements of a code of ethics under Item 406 of Regulation S-K. You can access the Company’s Code of Conduct on the About - Governance page of the Company’s website at www.altusmidstream.com. Any stockholder who so requests may obtain a printed copy of the Code of Conduct without charge by submitting a request to the Company’s corporate secretary at the address on the cover of this Annual Report on Form 10-K. Changes in and waivers to the Code of Conduct for the Company’s directors, chief executive officer, and certain senior financial officers will be posted on the Company’s website within four business days and maintained for at least 12 months. Information on the Company’s website or any other website is not incorporated by reference into, and does not constitute a part of, this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information set forth under the caption “Executive Compensation” in the Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information set forth under the captions “Securities Ownership and Principal Holders,” “Securities Authorized for Issuance Under Equity Compensation Plans,” and “Delinquent Section 16(a) Reports” (if such a caption is included) in the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE See Note 2—Transactions with Affiliates of the Company’s financial statements, under Item 8 above, for information regarding payments to or from Apache Corporation. The information set forth under the captions “Certain Business Relationships and Transactions” and “Director Independence” in the Proxy Statement is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information set forth under the caption “Ratification of Appointment of Independent Auditor” in the Proxy Statement is incorporated herein by reference. 46 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Documents included in this Annual Report on Form 10-K: 1. Financial Statements Report of Management on Internal Control Over Financial Reporting F- 1 Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 243) F-3 Report of Independent Registered Public Accounting Firm (PCAOB ID: 185) F-4 Report of Independent Registered Public Accounting Firm (PCAOB ID: 243) F-5 Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020, and 2019 F- 6 Statement of Consolidated Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020, and 2019 F- 7 Consolidated Balance Sheet at December 31, 2021 and December 31, 2020 F- 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 F- 9 Statements of Consolidated Changes in Equity and Noncontrolling Interests for the Years Ended December 31, 2021, 2020, and 2019 F- 10 Notes to Consolidated Financial Statements F- 11 2. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s financial statements and related notes. Pursuant to Rule 3-09 of Regulation S-X, the audited financial statements of Gulf Coast Express Pipeline LLC, Breviloba, LLC, Permian Highway Pipeline LLC, and EPIC Crude Holdings, LP, which are equity method interests of the Company, are included in the Annual Report on Form 10-K as Exhibits 99.1, 99.2, 99.3, and 99.4, respectively. 3. Exhibits 47 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 2.1*** – Contribution Agreement, dated as of August 8, 2018, by and among Kayne Anderson Acquisition Corp., Altus Midstream LP, Apache Midstream LLC, Altus Midstream Gathering LP, Altus Midstream Pipeline LP, Altus Midstream Processing LP, Altus Midstream NGL Pipeline LP and Altus Midstream Subsidiary GP LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 8, 2018, SEC File No. 001-38048). 2.2*** – Contribution Agreement, dated as of October 21, 2021, by and among Altus Midstream Company, Altus Midstream LP, New BCP Raptor Holdco, LLC and BCP Raptor Holdco, LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2021, SEC File No. 001-38048). 3.1 – Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 3.2 – First Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 1, 2020, SEC File No. 001-38048). 3.3 – Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed on March 7, 2017, SEC File No. 333-216514). 4.1 – Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, SEC File No. 001-38048). 4.2 – Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Amendment No. 1 to Registration Statement on Form S-1/A filed on March 16, 2017, SEC File No. 333-216514). 4.3 – Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Amendment No. 1 to Registration Statement on Form S-1/A filed on March 16, 2017, SEC File No. 333-216514). 4.4 – Warrant Agreement, dated March 29, 2017, by and between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2017, SEC File No. 001-38048). 4.5 – Warrant Agreement, dated as of November 9, 2018, by and between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 4.6 – Stockholders Agreement, dated as of November 9, 2018, by and among Altus Midstream Company, Kayne Anderson Sponsor, LLC and Apache Midstream LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 4.7 – Amended and Restated Registration Rights Agreement, dated as of November 9, 2018, by and among Altus Midstream Company, Kayne Anderson Sponsor, LLC, the other holders party thereto and Apache Midstream LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 4.8 – Registration Rights Agreement, dated as of June 12, 2019, by and among Altus Midstream Company and the security holders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 14, 2019, SEC File No. 001-38048). 10.1 – Credit Agreement, dated as of November 9, 2018, among Altus Midstream, LP, the lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, Citibank, N.A., Bank of America, N.A., The Toronto-Dominion Bank, New York Branch, MUFG Bank Ltd., and The Bank of Nova Scotia, Houston Branch, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 10.2 – First Amendment to Credit Agreement, dated as of April 17, 2019 but effective May 8, 2019, among Altus Midstream LP, the lenders party thereto, the swingline lender party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 13, 2019, SEC File No. 001-38048). 10.3 – Second Amendment to Credit Agreement, dated as of February 7, 2020, among Altus Midstream LP, the lenders party thereto, the swingline lender party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2020, SEC File No. 001-38048). 10.4 – Construction, Operations and Maintenance Agreement, dated as of November 9, 2018, by and between Altus Midstream Company and Apache Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 48 10.5 – Side Letter re: Waiver of Direct G&A Costs, dated as of April 23, 2019, by and between Altus Midstream Company and Apache Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2019, SEC File No. 001-38048). 10.6 – Purchase Rights and Restrictive Covenants Agreement, dated as of November 9, 2018, by and between Altus Midstream Company and Apache Corporation (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 10.7 – Lease Agreement, dated as of November 9, 2018, by and between Apache Corporation and Altus Midstream LP (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 10.8 – First Amendment to Lease Agreement, dated effective July 27, 2020, by and between Apache Corporation and Altus Midstream LP (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, SEC File No. 001-38048) 10.9 – Trademark License Agreement, dated as of November 9, 2018, by and between Apache Corporation and Altus Midstream LP (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 10.10 – Trademark License Agreement, dated as of November 9, 2018, by and between Apache Corporation and Kayne Anderson Acquisition Corp. (n/k/a Altus Midstream Company) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 10.11‡ – Intrastate Firm Natural Gas Transportation Service Agreement, dated April 1, 2017, by and between Apache Corporation and Altus Midstream Pipeline LP (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No. 001-38048). 10.12‡ – Gas Gathering Agreement, dated July 1, 2018, by and between Apache Corporation and Altus Midstream Gathering LP (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No. 001-38048). 10.13‡ – Transportation Services Agreement, dated July 1, 2018, by and between Apache Corporation and Altus Midstream NGL Pipeline LP (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No. 001-38048). 10.14‡ – Gas Processing Agreement, dated effective September 1, 2021, by and between Apache Corporation and Altus Midstream Processing LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2021, SEC File No. 001-38048). 10.15† – Altus Midstream Company Restricted Stock Units Plan, dated December 17, 2018 (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No. 001-38048). 10.16† – Form of Director Grant Agreement, dated December 17, 2018 (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No. 001-38048). 10.17† – Altus Midstream Company 2019 Omnibus Compensation Plan, dated February 12, 2019, effective May 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 31, 2019, SEC File No. 001-38048). 10.18† – Altus Midstream Company Deferred Delivery Plan, dated May 30, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 31, 2019, SEC File No. 001-38048). 10.19 – Second Amended and Restated Agreement of Limited Partnership of Altus Midstream LP, dated as of June 12, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 14, 2019, SEC File No. 001-38048). 10.20 – First Amendment to Second Amended and Restated Agreement of Limited Partnership of Altus Midstream LP, dated as of June 30, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, SEC File No. 001-38048). 10.21 – Voting Agreement, dated as of June 12, 2019, by and among Apache Corporation, Altus Midstream Company, and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 14, 2019, SEC File No. 001-38048). 21.1* – Subsidiaries of the Company. 23.1* – Consent of Ernst & Young LLP. 23.2* – Consent of Ernst & Young LLP. 23.3* – Consent of BDO USA, LLP relating to the financial statements of Gulf Coast Express Pipeline LLC. 23.4* – Consent of BDO USA, LLP relating to the financial statements of Permian Highway Pipeline LLC. 23.5* – Consent of KPMG LLP. 24.1* – Power of Attorney (included on signature page hereto). 49 31.1* – Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** – Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350. 99.1* – Gulf Coast Express Pipeline LLC audited financial statements as of December 31, 202 1 . 99.2* – Breviloba, LLC audited financial statements as of December 31, 202 1 . 99.3* – Permian Highway Pipeline LLC audited financial statements as of December 31, 202 1 . 99.4* – EPIC Crude Holdings, LP audited financial statements as of December 31, 20 2 0 . 101.INS* – Inline XBRL Instance Document. (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH* – Inline XBRL Taxonomy Schema Document. 101.CAL* – Inline XBRL Calculation Linkbase Document. 101.DEF* – Inline XBRL Definition Linkbase Document. 101.LAB* – Inline XBRL Label Linkbase Document. 101.PRE* – Inline XBRL Presentation Linkbase Document. 104* – Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith *** Schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. † Management contracts or compensatory plans or arrangements required to be filed herewith pursuant to Item 15 hereof. ‡ Portions have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv), because the omitted information is both not material and is the type that the Company treats as private or confidential. ITEM 16. FORM 10-K SUMMARY None. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALTUS MIDSTREAM COMPANY /s/ Clay Bretches Clay Bretches Chief Executive Officer and President Dated: February 22, 2022 POWER OF ATTORNEY The officers and directors of Altus Midstream Company, whose signatures appear below, hereby constitute and appoint Clay Bretches and Ben C. Rodgers, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this report and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Clay Bretches Clay Bretches Director, Chief Executive Officer, and President (principal executive officer) February 22, 2022 /s/ Ben C. Rodgers Ben C. Rodgers Director, Chief Financial Officer, and Treasurer (principal financial officer) February 22, 2022 /s/ Rebecca A. Hoyt Rebecca A. Hoyt Senior Vice President, Chief Accounting Officer and Controller (principal accounting officer) February 22, 2022 /s/ Mark Borer Mark Borer Director February 22, 2022 /s/ Staci L. Burns Staci L. Burns Director February 22, 2022 /s/ Joe C. Frana Joe C. Frana Director February 22, 2022 /s/ D. Mark Leland D. Mark Leland Director February 22, 2022 /s/ Kevin S. McCarthy Kevin S. McCarthy Director February 22, 2022 /s/ Christopher J. Monk Christopher J. Monk Director February 22, 2022 /s/ Stephen P. Noe Stephen P. Noe Director February 22, 2022 /s/ Robert S. Purgason Robert S. Purgason Director February 22, 2022 /s/ Jon W. Sauer Jon W. Sauer Director, Chairman of the Board, and Senior Vice President February 22, 2022 51 REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in this annual report on Form 10-K. The financial statements were prepared in conformity with accounting principles generally accepted in the United States and include amounts that are based on management’s best estimates and judgments. Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control over financial reporting is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written code of business conduct adopted by our Company’s board of directors, applicable to all Company directors and all officers of our Company. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on our assessment, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2021. The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit Committee of the Company’s board of directors. Ernst & Young LLP have audited and reported on the consolidated financial statements of Altus Midstream Company and its subsidiaries. The report of the independent auditors follows this report on page F-2. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act and is not required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act. As such, this annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. /s/ Clay Bretches Chief Executive Officer and President (principal executive officer) /s/ Ben C. Rodgers Chief Financial Officer and Treasurer (principal financial officer) /s/ Rebecca A. Hoyt Senior Vice President, Chief Accounting Officer and Controller (principal accounting officer) Houston, Texas February 22, 2022 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Altus Midstream Company: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Altus Midstream Company (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity and noncontrolling interests for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We did not audit the financial statements of Gulf Coast Express Pipeline LLC (“GCX”), an entity in which the Company has a 16% interest, for the years ended December 31, 2021, 2020 and 2019; EPIC Crude Holdings, LP (“EPIC”), an entity in which the Company has a 15% interest, for the year ended December 31, 2020; or Permian Highway Pipeline LLC (“PHP”), an entity in which the Company has an approximately 26.7% interest, for the year ended December 31, 2019. In the consolidated financial statements, the Company’s equity method interest in GCX is stated at approximately $274 million and $284 million as of December 31, 2021 and 2020, respectively, and the Company’s income from equity method interest, net, of GCX is stated at approximately $40 million in 2021, $42 million in 2020, and $18 million in 2019. The Company’s equity method interest in EPIC is approximately $177 million as of December 31, 2020, and the Company’s loss from equity method interest, net, of EPIC is approximately $16 million for the year ended December 31, 2020. The Company’s equity method interest in PHP is approximately $310 million as of December 31, 2019, and the Company’s income from equity method interest, net, of PHP is approximately $0.4 million for the year ended December 31, 2019. Those statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for GCX, EPIC and PHP, is based solely on the reports of the other auditors. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2018. Houston, Texas February 22, 2022 F-2 Report of Independent Registered Public Accounting Firm Board of Directors and Members Gulf Coast Express Pipeline LLC Houston, Texas Opinion on the Financial Statements We have audited the accompanying balance sheets of Gulf Coast Express Pipeline LLC (the “Company”) as of December 31, 2021 and 2020, the related statements of income, members’ equity and cash flows for each of the three years ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years ended December 31, 2021 , in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. Emphasis of Matter — Significant Transactions with Related Parties As discussed in Note 4 to the financial statements, the Company has entered into significant transactions with related parties. /s/ BDO USA, LLP We have served as the Company's auditor since 2020. Houston, Texas February 16, 2022 F-3 Report of Independent Registered Public Accounting Firm To the Board of Directors and Owners EPIC Crude Holdings, LP: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of EPIC Crude Holdings, LP and subsidiaries (the Partnership) as of December 31, 2020, the related consolidated statements of operations, changes in owners’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. The consolidated financial statements of the Partnership as of December 31, 2019 and for the year then ended were audited by other auditors whose report dated March 11, 2020, expressed an unmodified opinion on those consolidated financial statements. Basis for Opinion These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Partnership’s auditor since 2020. San Antonio, Texas February 25, 2021 F-4 Report of Independent Registered Public Accounting Firm Board of Directors and Members Permian Highway Pipeline LLC Houston, Texas Opinion on the Financial Statements We have audited the accompanying statements of operations, members’ equity, and cash flows of Permian Highway Pipeline LLC (the “Company”) for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Emphasis of Matter — Significant Transactions with Related Parties As discussed in Note 3 to the financial statements, the Company has entered into significant transactions with related parties. /s/ BDO USA, LLP We have served as the Company's auditor since 2020. Houston, Texas March 16, 2020 F-5 ALTUS MIDSTREAM COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2021 2020 2019 (In thousands, except per share data) REVENUES: Midstream services revenue — affiliate (Note 3) $ 142,727 $ 144,714 $ 135,798 Product sales — affiliate (Note 3) 9,754 — — Product sales — third parties 8,136 3,695 — Total revenues 160,617 148,409 135,798 COSTS AND EXPENSES: Costs of product sales — affiliate (Note 3) 9,754 — — Costs of product sales — third parties 7,793 2,988 — Operations and maintenance (1) 32,748 37,993 55,858 General and administrative (2) 14,182 13,155 10,301 Depreciation and accretion 16,201 15,945 41,480 Impairments 441 1,643 1,300,719 Taxes other than income 13,886 15,069 13,231 Total costs and expenses 95,005 86,793 1,421,589 OPERATING INCOME (LOSS) 65,612 61,616 ( 1,285,791 ) Unrealized derivative instrument gain (loss) 82,114 ( 36,080 ) ( 8,470 ) Interest income 4 9 3,606 Income from equity method interests, net 113,764 58,739 19,069 Impairment on equity method interests ( 160,441 ) — — Warrants valuation adjustment 664 1,200 11,180 Transaction costs ( 4,472 ) — — Other 12,574 ( 2,306 ) ( 622 ) Total other income 44,207 21,562 24,763 Financing costs, net of capitalized interest 10,598 2,190 1,792 NET INCOME (LOSS) BEFORE INCOME TAXES 99,221 80,988 ( 1,262,820 ) Current income tax benefit — ( 696 ) ( 15 ) Deferred income tax expense — — 64,915 NET INCOME (LOSS) INCLUDING NONCONTROLLING INTERESTS 99,221 81,684 ( 1,327,720 ) Net income attributable to Preferred Unit limited partners 161,906 75,906 38,809 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS ( 62,685 ) 5,778 ( 1,366,529 ) Net income (loss) attributable to Apache limited partner ( 48,741 ) 2,987 ( 1,008,039 ) NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS $ ( 13,944 ) $ 2,791 $ ( 358,490 ) NET INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS, PER SHARE (3) Basic $ ( 3.72 ) $ 0.75 $ ( 95.70 ) Diluted ( 3.86 ) 0.36 ( 95.70 ) WEIGHTED AVERAGE SHARES (3) Basic 3,746 3,746 3,746 Diluted 16,246 16,246 3,746 (1) Includes amounts of $ 5.6 million, $ 5.4 million, and $ 8.8 million associated with related parties for the years ended December 31, 2021, 2020, and 2019, respectively. Refer to Note 2—Transactions with Affiliates . (2) Includes amounts of $ 9.1 million , $ 7.0 million, and $ 5.4 million associated with related parties for the years ended December 31, 2021, 2020, and 2019, respectively. Refer to Note 2—Transactions with Affiliates . (3) Share and per share amounts have been retroactively restated to reflect the Company’s reverse stock split, which was effected June 30, 2020. Refer to Note—10 Equity and Warrants for further information. The accompanying notes to consolidated financial statements are an integral part of this statement. F-6 ALTUS MIDSTREAM COMPANY STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2021 2020 2019 (In thousands) NET INCOME (LOSS) INCLUDING NONCONTROLLING INTERESTS $ 99,221 $ 81,684 $ ( 1,327,720 ) OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: Share of equity method interests other comprehensive income (loss) 630 523 ( 1,152 ) COMPREHENSIVE INCOME (LOSS) INCLUDING NONCONTROLLING INTERESTS 99,851 82,207 ( 1,328,872 ) Comprehensive income attributable to Preferred Unit limited partners 161,906 75,906 38,809 Comprehensive income (loss) attributable to Apache limited partner ( 48,256 ) 3,389 ( 1,008,925 ) COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS $ ( 13,799 ) $ 2,912 $ ( 358,756 ) The accompanying notes to consolidated financial statements are an integral part of this statement. F-7 ALTUS MIDSTREAM COMPANY CONSOLIDATED BALANCE SHEET December 31, 2021 2020 (In thousands, except per share data) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 131,963 $ 24,188 Accounts receivable 2,249 1,033 Accounts receivable from Apache Corporation (Note 1) 9,875 446 Revenue receivables (Note 3) 13,717 11,378 Inventories 2,958 3,597 Prepaid assets and other 5,866 2,127 166,628 42,769 PROPERTY, PLANT, AND EQUIPMENT: Property, plant, and equipment 211,700 208,870 Less: Accumulated depreciation and accretion ( 24,713 ) ( 13,034 ) 186,987 195,836 OTHER ASSETS: Equity method interests 1,364,826 1,555,182 Deferred charges and other 6,229 5,843 1,371,055 1,561,025 Total assets $ 1,724,670 $ 1,799,630 LIABILITIES, NONCONTROLLING INTERESTS, AND EQUITY CURRENT LIABILITIES: Distributions payable to Preferred Unit limited partners $ 11,562 $ — Dividends payable — 5,620 Distributions payable to Apache Corporation (Note 1) — 18,750 Other current liabilities (Note 6) 15,682 5,613 27,244 29,983 LONG-TERM DEBT 657,000 624,000 DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES: Asset retirement obligation 68,331 64,062 Embedded derivative 56,895 139,009 Other noncurrent liabilities 10,118 6,424 135,344 209,495 Total liabilities 819,588 863,478 COMMITMENTS AND CONTINGENCIES (Note 8) Redeemable noncontrolling interest — Apache limited partner 769,855 575,125 Redeemable noncontrolling interest — Preferred Unit limited partners 712,476 608,381 EQUITY: Class A Common Stock: $ 0.0001 par, 1,500,000,000 shares authorized, 3,746,460 shares issued and outstanding at December 31, 2021 and 2020 (1) 1 1 Class C Common Stock: $ 0.0001 par, 1,500,000,000 shares authorized, 12,500,000 shares issued and outstanding at December 31, 2021 and 2020 (1) 1 1 Additional paid-in capital — 122,222 Accumulated deficit ( 577,251 ) ( 369,433 ) Accumulated other comprehensive loss — ( 145 ) ( 577,249 ) ( 247,354 ) Total liabilities, noncontrolling interests, and equity $ 1,724,670 $ 1,799,630 (1) Share amounts have been retroactively restated to reflect the Company’s reverse stock split, which was effected June 30, 2020. Refer to Note 10—Equity and Warrants for further information. The accompanying notes to consolidated financial statements are an integral part of this statement. F-8 ALTUS MIDSTREAM COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2021 2020 2019 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) including noncontrolling interests $ 99,221 $ 81,684 $ ( 1,327,720 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Unrealized derivative instrument (gain) loss ( 82,114 ) 36,080 8,470 Depreciation and accretion 16,201 15,945 41,480 Deferred income tax expense — — 64,915 Income from equity method interests, net ( 113,764 ) ( 58,739 ) ( 19,069 ) Distributions from equity method interests 133,974 80,747 25,316 Impairments 441 1,643 1,300,719 Impairment on equity method interests 160,441 — — Power credit, net ( 5,701 ) — — Warrants valuation adjustment ( 664 ) ( 1,200 ) ( 11,180 ) Other 2,741 3,368 907 Changes in operating assets and liabilities: (Increase) decrease in inventories 356 430 ( 620 ) (Increase) decrease in prepaid assets and other 217 ( 56 ) 3,877 Increase in accounts receivable ( 1,216 ) ( 1,033 ) — (Increase) decrease in revenue receivables (Note 2) ( 2,339 ) 4,083 ( 4,532 ) (Increase) decrease in account receivables from/payable to affiliate ( 8,174 ) 1,043 ( 6,361 ) Increase in accrued expenses 9,353 280 71 Increase in deferred charges, deferred credits and other noncurrent liabilities 746 19 — NET CASH PROVIDED BY OPERATING ACTIVITIES 209,719 164,294 76,273 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 4,588 ) ( 29,981 ) ( 342,650 ) Proceeds from sale of assets 3,037 10,240 13,309 Contributions to equity method interests ( 28,420 ) ( 327,305 ) ( 501,352 ) Distributions from equity method interests 38,755 17,419 — Acquisition of equity method interests — — ( 670,625 ) Capitalized interest paid — ( 8,733 ) ( 2,370 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 8,784 ( 338,360 ) ( 1,503,688 ) CASH FLOWS FROM FINANCING ACTIVITIES: Redeemable noncontrolling interest - Preferred Unit limited partners, net — — 611,249 Distributions paid to Preferred Unit limited partners ( 46,249 ) ( 23,124 ) — Distributions paid to Apache limited partner ( 75,000 ) — — Dividends paid ( 22,479 ) — — Proceeds from revolving credit facility 33,000 228,000 396,000 Finance lease — ( 11,789 ) ( 22,994 ) Deferred facility fees — ( 816 ) ( 792 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ( 110,728 ) 192,271 983,463 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 107,775 18,205 ( 443,952 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 24,188 5,983 449,935 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 131,963 $ 24,188 $ 5,983 SUPPLEMENTAL CASH FLOW DATA: Accrued capital expenditures (1) $ 514 $ 834 $ 18,573 Finance lease liability (2) — — 9,767 Interest paid, net of capitalized interest 9,540 1,013 903 Cash received for income tax refunds — 696 527 (1) Includes $ 0.8 million due from Apache and $ 0.4 million and $ 1.5 million due to Apache of capital expenditures for the years ended December 31, 2021, 2020, and 2019, respectively, pursuant to the terms of the Construction, Operations, and Maintenance Agreement entered into at the closing of the Altus Combination. Refer to Note 2—Transactions with Affiliates for more information. (2) The Company entered into a finance lease in the first quarter of 2019 for power generators, which ended during the first quarter of 2020. The Company then exercised its option to purchase the generators. The accompanying notes to consolidated financial statements are an integral part of this statement. F-9 ALTUS MIDSTREAM COMPANY STATEMENT OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS Redeemable Noncontrolling Interest — Preferred Unit Limited Partners (2) Redeemable Noncontrolling Interest — Apache Limited Partner Class A Common Stock Class C Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Equity (Deficit) Shares (1) Amount Shares (1) Amount (In thousands) (In thousands) Balance at December 31, 2018 $ — $ 1,940,500 3,746 $ 1 12,500 $ 1 $ ( 22,464 ) $ ( 204,517 ) $ — $ ( 226,979 ) Issuance of Series A Cumulative Redeemable Preferred Units 516,790 — — — — — — — — — Net income (loss) 38,809 ( 1,008,039 ) — — — — — ( 358,490 ) — ( 358,490 ) Change in redemption value of noncontrolling interest — ( 230,575 ) — — — — 39,792 190,783 — 230,575 Accumulated other comprehensive loss — ( 886 ) — — — — — — ( 266 ) ( 266 ) Balance at December 31, 2019 555,599 701,000 3,746 1 12,500 1 17,328 ( 372,224 ) ( 266 ) ( 355,160 ) Distributions paid to Preferred Unit limited partners ( 23,124 ) — — — — — — — — — Distributions payable to Apache limited partner — ( 18,750 ) Quarterly Common Dividends declared ($ 1.50 per share) — — — — — — ( 5,620 ) — — ( 5,620 ) Net income 75,906 2,987 — — — — — 2,791 — 2,791 Change in redemption value of noncontrolling interest — ( 110,514 ) — — — — 110,514 — — 110,514 Accumulated other comprehensive income — 402 — — — — — — 121 121 Balance at December 31, 2020 608,381 575,125 3,746 1 12,500 1 122,222 ( 369,433 ) ( 145 ) ( 247,354 ) Distributions paid to Preferred Unit limited partners ( 46,249 ) — — — — — — — — — Distributions payable to Preferred Unit limited partners ( 11,562 ) — — — — — — — — — Distributions paid to Apache limited partner — ( 56,250 ) — — — — — — — — Quarterly Common Dividends declared ($ 1.50 per share) — — — — — — ( 16,860 ) — — ( 16,860 ) Net income (loss) 161,906 ( 48,741 ) — — — — — ( 13,944 ) — ( 13,944 ) Change in redemption value of noncontrolling interests — 299,236 — — — — ( 105,362 ) ( 193,874 ) — ( 299,236 ) Accumulated other comprehensive income — 485 — — — — — — 145 145 Balance at December 31, 2021 $ 712,476 $ 769,855 3,746 $ 1 12,500 $ 1 $ — $ ( 577,251 ) $ — $ ( 577,249 ) (1) Share amounts have been retroactively restated to reflect the Company’s reverse stock split, which was effected June 30, 2020. Refer to Note 10—Equity and Warrants for further information. (2) Certain redemption features embedded within the Preferred Unit purchase agreement require bifurcation and measurement at fair value. For further detail, refer to Note 11—Series A Cumulative Redeemable Preferred Units . The accompanying notes to consolidated financial statements are an integral part of this statement. F-10 ALTUS MIDSTREAM COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Unless the context otherwise requires, the “Company,” “ALTM” and “Altus” refers to Altus Midstream Company and its consolidated subsidiaries. “Altus Midstream” refers to Altus Midstream LP and its consolidated subsidiaries. “Apache” refers to Apache Corporation and its consolidated subsidiaries. All references to the Company’s Class A common stock, $ 0.0001 par value (Class A Common Stock), and Class C common stock, $ 0.0001 par value (Class C Common Stock), reflect such share amounts as retrospectively restated to reflect the Company’s reverse stock split, which was effected June 30, 2020. Refer to Note—10 Equity and Warrants for further information. Nature of Operations Through its consolidated subsidiaries, the Company owns gas gathering, processing, and transmission assets in the Permian Basin of West Texas. Construction on the assets began in the fourth quarter of 2016, and operations commenced in the second quarter of 2017. Additionally, the Company owns equity interests in four separate Permian Basin pipeline entities that have access to various points along the Texas Gulf Coast. The Company’s operations consist of one reportable segment. Organization The Company 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. On August 8, 2018, KAAC and Altus Midstream LP entered into a contribution agreement (the Altus Contribution Agreement) with certain wholly-owned subsidiaries of Apache, including four Delaware limited partnerships (collectively, Altus Midstream Operating) and their general partner (Altus Midstream Subsidiary GP LLC, a Delaware limited liability company, and together with Altus Midstream Operating, the Altus Midstream Entities). The Altus Midstream Entities were 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 (Alpine High). On November 9, 2018 (the Closing Date) and pursuant to the terms of the Altus Contribution Agreement, KAAC acquired from Apache the entire equity interests of the Altus Midstream Entities and options to acquire equity interests in five separate third-party pipeline projects (the Pipeline Options). The acquisition of the entities and the Pipeline Options is referred to herein as the Altus Combination. In exchange, the consideration provided to Apache included economic voting and non-economic voting shares in KAAC and partnership units representing limited partner interests in Altus Midstream LP (Common Units). Following the Closing Date and in connection with the completion of the Altus Combination, KAAC changed its name to Altus Midstream Company. Ownership of Altus Midstream LP As of and following the Closing Date and in connection with the completion of the Altus Combination, the Company’s wholly-owned subsidiary, Altus Midstream GP LLC, a Delaware limited liability company (Altus Midstream GP), is the sole general partner of Altus Midstream LP. The Company operates its business through Altus Midstream LP and its subsidiaries, which include Altus Midstream Operating. As of December 31, 2021, the Company held approximately 23.1 percent of the outstanding Common Units, and a controlling interest, in Altus Midstream and Apache held the remaining 76.9 percent. As a result of a direct exchange by the Company of Class A Common Stock for Apache’s Common Units in January 2022, the Company owns 100% of the outstanding Common Units (see Note—10 Equity and Warrants ). Business Combination with BCP On October 21, 2021, the Company announced that it will combine with privately-owned BCP Raptor Holdco LP (BCP and, together with BCP Raptor Holdco GP, LLC, the Contributed Entities) in an all-stock transaction, pursuant to the Contribution Agreement dated as of that same date and entered into by and among Altus, Altus Midstream LP (the Partnership), New BCP Raptor Holdco, LLC (the Contributor), and BCP (the BCP Contribution Agreement). BCP is the parent company of EagleClaw Midstream, which includes EagleClaw Midstream Ventures, the Caprock Midstream and Pinnacle Midstream businesses, and a 26.7 percent interest in the Permian Highway Pipeline. Pursuant to the BCP Contribution Agreement, F-11 Contributor will contribute all of the equity interests of the Contributed Entities (the Contributed Interests) to the Partnership, with each Contributed Entity becoming a wholly-owned subsidiary of the Partnership (the BCP Business Combination). As consideration for the contribution of the Contributed Interests, the Company will issue 50 million shares of Class C Common Stock (and Altus Midstream LP will issue a corresponding number of Common Units) to BCP’s unitholders, which are principally funds affiliated with Blackstone and I Squared Capital. The transaction is expected to close during the first quarter of 2022 following completion of customary closing conditions . F-12 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). Principles of Consolidation The consolidated financial results of Altus Midstream are included in the Company’s consolidated financial statements due to the Company’s 100 percent ownership interest in Altus Midstream GP, and Altus Midstream GP’s control of Altus Midstream. The Company has no independent operations or material assets other than its partnership interests in Altus Midstream, which constitutes all of its business. The Company’s only material net assets separate from Altus Midstream relate to deferred taxes and the current and deferred income tax expense (benefit) associated with its investment in Altus Midstream in 2018. In the fourth quarter of 2019, the Company recorded a full valuation allowance against its net deferred tax assets. Accordingly, the deferred tax asset balance was nil as of the years ended December 31, 2021 and 2020. Additionally, the Company’s balance sheet reflects the presentation of noncontrolling interest ownership attributable to the limited partner interests in Altus Midstream held by Apache and the holders of Series A Cumulative Redeemable Preferred Units (the Preferred Units). Refer to Note 12—Income Taxes , Note 10—Equity and Warrants , and Note 11—Series A Cumulative Redeemable Preferred Units for further information. Variable Interest Entity Altus Midstream is a variable interest entity (VIE) because the partners in Altus Midstream with equity at risk lack the power, through voting or similar rights, to direct the activities that most significantly impact Altus Midstream’s economic performance. A reporting entity that concludes it has a variable interest in a VIE must evaluate whether it has a controlling financial interest in the VIE, such that it is the VIE’s primary beneficiary and should consolidate. The Company is the primary beneficiary of Altus Midstream, and therefore should consolidate Altus Midstream because (i) the Company has the ability to direct the activities of Altus Midstream that most significantly affect its economic performance, and (ii) the Company has the right to receive benefits or the obligation to absorb losses that could be potentially significant to Altus Midstream. Redeemable Noncontrolling Interest — Apache Limited Partner As of December 31, 2021, the Company’s redeemable noncontrolling interest presented in the consolidated financial statements consisted of Common Units representing limited partner interests in Altus Midstream held by Apache. Pursuant to certain provisions of the partnership agreement of Altus Midstream (as amended in connection with the Altus Combination, and subsequent issuance of Preferred Units, the Amended LPA), the limited partner interests held by Apache were equal to the number of shares of the Company’s Class C Common Stock held by Apache. The Company initially recorded the redeemable noncontrolling interest upon the issuance of the Common Units to Apache as part of the Altus Combination and based on the recapitalization value ascribed at the Closing Date to the limited partner interest. All or a portion of these Common Units could be redeemed at Apache’s option, which it elected in January 2022 in respect of all such Common Units. The Company had the ability to settle the redemption option either (i) in shares of Class A Common Stock on a one -for-one basis, which it did in January 2022, or (ii) in cash (based on the fair market value of the Class A Common Stock as determined pursuant to the Altus Contribution Agreement), subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications. Upon the January 2022 exchange of Common Units held by Apache for Class A Common Stock, a corresponding number of shares of Class C Common Stock were cancelled. The Company’s policy is to record the redeemable noncontrolling interest represented by the Common Units held by Apache at the higher of (i) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest or (ii) the redemption value as of the balance sheet date. See discussion and additional detail further discussed in Note 10—Equity and Warrants . F-13 Redeemable Noncontrolling Interest — Preferred Unit Limited Partners On June 12, 2019, Altus Midstream issued and sold the Preferred Units in a private offering, and the purchasers of the Preferred Units were admitted as limited partners of Altus Midstream. The Preferred Units will be exchangeable for shares of the Company’s Class A Common Stock at the option of the Preferred Unit holders after the seventh anniversary of the closing of the Preferred Unit offering or upon the occurrence of specified events, unless otherwise redeemed by Altus Midstream. The Preferred Units are accounted for on the Company’s consolidated balance sheet as a redeemable noncontrolling interest classified as temporary equity based on the terms of the Preferred Units. Certain redemption features embedded within the terms of the Preferred Units require bifurcation and measurement at fair value and are accounted for on the Company’s consolidated balance sheet as a long-term liability embedded derivative. See discussion and additional detail further discussed in Note 11—Series A Cumulative Redeemable Preferred Units and Note 14—Fair Value Measurements . Equity Method Interests The Company follows the equity method of accounting when it does not exercise control over its equity interests, but can exercise significant influence over the operating and financial policies of the entity. Under this method, the equity interests are carried originally at acquisition cost, increased by Altus’ proportionate share of the equity interest’s net income and contributions made by Altus, and decreased by Altus’ proportionate share of the equity interest’s net losses and distributions received by Altus. Equity method interests are assessed for impairment whenever changes in the facts and circumstances indicate a loss in value has occurred, if the loss is deemed to be other than temporary. When the loss is deemed to be other than temporary, the carrying value of the equity method investment is written down to fair value, and the amount of the write-down is included in income. As part of its review of the fair value of its assets in relation to the announced BCP Business Combination, Altus determined the current fair value of its investment in EPIC was below carrying value. The Company subsequently determined that this loss in value was deemed to be other than temporary. As such, in the fourth quarter of 2021, Altus recorded an impairment charge of $ 160.4 million on its equity method interest in EPIC. The fair value of the impaired interest was determined using the income approach, which considered Altus’ estimates of future throughput volumes, tariff rates, and costs. These assumptions were applied to develop future operating cash flow projections that were then discounted to estimated fair value using a discount rate believed to be consistent with that which would be applied by market participants. The amount arrived at was then considered against EPIC’s debt and the carrying value of the Company’s interest in EPIC to determine the recoverability of Altus’ interest as of December 31, 2021, resulting in the fourth quarter impairment charge. Altus has classified this nonrecurring fair value measurements as Level 3 in the fair value hierarchy. Refer to Note 9—Equity Method Interests for further details of the Company’s equity method interests. Use of Estimates Preparation of financial statements in conformity with GAAP and disclosure of contingent assets and liabilities requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. The Company evaluates its estimates and assumptions on a regular basis. Actual results may differ from these estimates and assumptions used in preparation of its financial statements, and changes in these estimates are recorded when known. Fair Value Measurements Accounting Standards Codification (ASC) 820-10-35, “Fair Value Measurement” (ASC 820), provides a hierarchy that prioritizes and defines the types of inputs used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable; hence, these valuations have the lowest priority. The valuation techniques that may be used to measure fair value include a market approach, an income approach and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. F-14 An income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models, and the excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Embedded features identified within the Company’s agreements are bifurcated and measured at fair value at the end of each period on the Company’s consolidated balance sheet. Such recurring fair value measurements are presented in further detail in Note 14—Fair Value Measurements . The Company also uses fair value measurements on a nonrecurring basis when certain qualitative assessments of its assets indicate a potential impairment. During the years ended December 31, 2021, 2020, and 2019, the Company recorded an impairment charge of $ 0.4 million, $ 1.6 million, and $ 1.3 billion, respectively, on certain assets. Refer to Property, Plant and Equipment—Impairment within this Note below and Note 4—Property, Plant and Equipment , for further detail. During the year ended December 31, 2021, the Company separately recorded an impairment of $ 160.4 million on its interest in EPIC. Refer to Equity Method Interests within this Note above and Note 9 — Equity M ethod Interests for further detail. Cash and Cash Equivalents The Company considers all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value. As of December 31, 2021 and 2020, Altus Midstream had $ 132.0 million and $ 24.2 million, respectively, of cash and cash equivalents. Revenue Receivable For each period presented and upon commencement of operations, revenues were primarily generated from midstream services provided to Apache, which included gathering, processing, and transmission of natural gas. Revenue receivables represents revenues accrued that have been earned by Altus Midstream but not yet invoiced to Apache. There were no doubtful accounts written off, nor have we provided an allowance for doubtful accounts, as of December 31, 2021 and 2020. Inventories Inventories consist principally of equipment and material, stated at the lower of cost or net realizable value. Property, Plant, and Equipment Property, plant, and equipment consists of the costs incurred to acquire and construct midstream assets including capitalized interest. Depreciation Depreciation is computed over each asset’s estimated useful life using the straight-line method based on estimated useful lives and estimated asset salvage values. The estimated lives are generally 30 years for plants and facilities and 40 years for pipelines and such estimated useful lives were used to depreciate the Company’s assets in 2019. The estimation of useful life also takes into consideration anticipated production lives from the fields serviced by these assets, whether operated by Apache or a third-party. Determination of depreciation expense requires judgment regarding the estimated useful lives and salvage values of property, plant, and equipment. As circumstances warrant, depreciation estimates are reviewed to determine if any changes in the underlying assumptions are necessary. Given the fourth quarter 2019 impairment discussed under Impairment below, and as discussed further in Note 4—Property, Plant and Equipment , the Company reassessed the useful life of its assets in January of 2020. This assessment resulted in a change to estimated useful lives on its impaired assets to 12 years. For the years ended December 31, 2021, 2020, and 2019 depreciation expense totaled $ 11.9 million, $ 12.0 million, and $ 39.8 million, respectively. Asset Retirement Obligations and Accretion The initial estimated asset retirement obligation related to property, plant, and equipment and subsequent revisions are recorded as a liability at fair value, with an offsetting asset retirement cost recorded as an increase to the associated property, plant, and equipment on the consolidated balance sheet. Revisions in estimated liabilities can result from changes in estimated inflation rates, changes in service and equipment costs, and changes in the estimated timing of an asset’s retirement. Asset retirement costs are depreciated using a systematic and rational method similar to that used for the associated property, plant, and equipment. Accretion expense on the liability is recognized over the estimated productive life of the related assets and is included on the consolidated statements of operations under “Depreciation and accretion.” For the years ended December 31, 2021, 2020, and 2019 accretion expense totaled $ 4.3 million, $ 4.0 million, and $ 1.6 million, respectively. F-15 Capitalized Interest Interest is capitalized as part of the historical cost of developing and constructing assets. Significant midstream development assets, including assets owned by Altus through its equity method interests, that have not commenced operations qualify for interest capitalization. Capitalized interest is determined by multiplying Altus Midstream’s weighted-average borrowing cost of debt by the average amount of qualifying midstream assets. The amount of capitalized interest cannot be greater than actual interest incurred. Once an asset is placed into service, the associated capitalization of interest ceases and is expensed through depreciation over the asset’s useful life. Impairment The Company assesses the carrying amount of its property, plant, and equipment whenever events or changes in circumstances indicate a possible significant deterioration in future cash flows expected to be generated by an asset group. Individual assets are grouped for impairment purposes based on the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other asset groups. If, upon review, the carrying amount of an asset group is greater than the sum of the undiscounted expected cash flows, an impairment loss is recognized for the excess of the carrying value over its fair value. During the fourth quarter of 2020, the Company sold certain of its power generators and, as a result, the remaining power generators owned by the Company were remeasured at fair value based on the proceeds from such sale. This remeasurement resulted in an impairment of $ 1.6 million on these assets, and this nonrecurring fair value measurement is classified as Level 1 in the fair value hierarchy based on the negotiated sales price. Apache, as part of its fourth quarter 2019 review of its capital expenditure program, notified Altus that it had materially reduced its investment plans and had no plans to drill new wells at Alpine High. This notification prompted Altus management to assess its long-lived infrastructure assets for impairment, and as a result of this assessment, Altus recorded impairments of $ 1.3 billion on its gathering, processing, and transmission assets in the fourth quarter of 2019. Altus also recorded an impairment charge of $ 9.3 million in the third quarter of 2019 related to the cancellation of construction on a previously planned compressor station. The fair values of the impaired assets were determined using a combination of the income approach and the market approach (when direct sales bids on equivalent equipment was provided from third parties). The income approach considered several internal estimates of future throughput volumes, processing rates, and costs. The assumptions were applied to develop future cash flow projections that were then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. Altus has classified these nonrecurring fair value measurements as Level 3 in the fair value hierarchy. These asset impairments are recorded within “Impairments” on the Company’s consolidated statement of operations. Refer to Note 4—Property, Plant and Equipment , for further detail. Accounts Receivable From/Payable To Apache The accounts receivable from or payable to Apache represent the net result of Altus Midstream’s monthly revenue, capital and operating expenditures, and other miscellaneous transactions to be settled with Apache as provided under the Construction, Operations and Maintenance Agreement (COMA) between the two entities. Generally, cash in this amount will be transferred to Apache in the month after the Company’s transactions are processed and the net results of operations are determined. However, from time to time, the Company may estimate and transfer the cash settlement amount in the month the transactions are processed, in order to minimize related-party working capital balances. See discussion and additional detail in Note 2—Transactions with Affiliates . Other Income In 2020, the Company entered into a contract with a provider to supply the Company with electrical power. If the Company does not utilize all of its fixed purchase volumes under this contract, then it will receive a credit based on a market rate for the related underutilization. In conjunction with increased power pricing due to the Texas freeze event and underutilization of contractual electricity volumes, the Company recognized an estimated total credit of approximately $ 9.7 million for the six months ended June 30, 2021. The Company did no t recognize any additional credit during the remainder of 2021. These amounts are recorded on the statement of consolidated operations in “Other income.” The related power credit will offset the Company’s future monthly power payments and is recorded in “Prepaid assets and other” for the current portion and “Deferred charges and other” for the long-term portion on the consolidated balance sheet. No credits were recorded for the years ended December 31, 2020 and 2019. The Company has no remaining performance obligations related to these credits as of December 31, 2021. F-16 Distributions to Apache During 2021, the Company paid an aggregate $ 22.5 million in dividends on the Company’s Class A Common Stock, of which $ 5.6 million, or $ 1.50 per share, was paid in each quarter of 2021. Each quarterly Class A Common Stock dividend was funded by a distribution from Altus Midstream to its common unitholders of $ 1.50 per Common Unit, with each quarterly distribution totaling $ 24.4 million, of which $ 5.6 million was paid to the Company and the balance was paid to Apache due to its 76.9 percent ownership of outstanding Common Units. Please refer to Note 10—Equity and Warrants for further information. General and Administrative Expense General and administrative (G&A) expense represents indirect costs and overhead expenditures incurred by the Company associated with managing the midstream assets. In connection with the closing of the Altus Combination, the Company entered into the COMA, as described above, pursuant to which Apache will provide certain services related to the design, development, construction, operation, management, and maintenance of Altus Midstream’s assets, on the Company’s behalf. See discussion and additional detail further discussed in Note 2—Transactions with Affiliates . Maintenance and Repairs Routine maintenance and repairs are charged to expense as incurred. The Company had no non-routine maintenance or repair costs in any period presented. Income Taxes The Company is subject to federal income tax and recognizes deferred tax assets and liabilities based on the difference between the financial statement carrying value and tax basis of its investment in Altus Midstream. For federal income tax purposes, Altus Midstream is regarded as a partnership and not subject to income tax. Income and deductions associated with Altus Midstream and the Altus Midstream Entities flow through to the Company. As such, Altus Midstream and the Altus Midstream Entities do not record a federal income tax provision. The Company, Altus Midstream, and the Altus Midstream Entities are also subject to the Texas margin tax. The Texas margin tax is assessed on corporations, limited liability companies, and limited partnerships. As such, each entity recognizes state deferred tax assets and liabilities based on the differences between the financial statement carrying value and tax basis of assets and liabilities on the balance sheet. The Company routinely assesses the ability to realize its deferred tax assets. If the Company concludes that it is more likely than not that some or all of the deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance. In connection with this assessment, the Company maintained a full valuation allowance against its net deferred tax asset as of December 31, 2021 and 2020. Change in Accounting Policy Historically, the Company reported income and loss from equity method interests on a one-month reporting lag. Effective October 1, 2019, the Company eliminated this one-month reporting lag. In accordance with ASC 810-10-45-13, “A Change in the Fiscal Year-End Lag Between Subsidiary and Parent” (ASC 810), the elimination of this previously existing reporting lag is considered a voluntary change in accounting principle in accordance with ASC 250-10-50, “Change in Accounting Principle.” The Company believes that this change in accounting principle is preferable as it provides the Company with the ability to present the results of its equity method interests for the same period as all other consolidated results of the Company, which improves overall financial reporting to investors by providing the most current information available. The Company has not retrospectively applied the change in accounting principle since its impact to the consolidated balance sheet and related statements of operations and cash flows was immaterial for all periods. For more information on equity method interests owned by the Company, please refer to Note 9—Equity Method Interests . New Pronouncements Issued But Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, which clarified the scope and application of the original guidance. The guidance F-17 was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. The Company is evaluating whether to apply any of these expedients and, if elected, will adopt these standards when LIBOR is discontinued. In August 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. This update is effective for the Company beginning in the first quarter of 2022, with early adoption permitted, using either the modified or fully retrospective method with a cumulative effect adjustment to the opening balance of retained earnings. The Company will adopt this ASU in the first quarter of 2022 and does not believe it will have a material impact on its financial statements. 2. TRANSACTIONS WITH AFFILIATES Revenues The Company has contracted to provide services including gas gathering, compression, processing, transmission, and NGL transmission, pursuant to acreage dedications provided by Apache, comprising the entire Alpine High acreage. In accordance with the terms of these agreements, the Company receives prescribed fees and may receive excess recovery volumes based on the type and volume of product for which the services are provided. Additionally, beginning in 2020 Altus Midstream entered into three agreements to provide operating and maintenance services for Apache’s compressors in exchange for a fixed monthly fee per compressor serviced. Revenues generated under these agreements are presented on the Company’s statement of consolidated operations as “Midstream services revenue — affiliate.” Revenues earned that have not yet been invoiced to Apache are presented on the Company’s consolidated balance sheet as “Revenue receivables.” Refer to Note 3—Revenue Recognition , for further discussion. Cost and Expenses The Company has no employees, and prior to the Altus Combination, the Company had no banking or cash management facilities. As such, the Company has contracted with Apache to receive certain operational, maintenance, and management services. In accordance with the terms of these agreements, the Company incurred operations and maintenance expenses of $ 5.6 million, $ 5.4 million, and $ 8.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company incurred general and administrative expenses of $ 9.1 million, $ 7.0 million, and $ 5.4 million for the years ended December 31, 2021, 2020, and 2019, respectively, including expenses related to the operational services agreement and the COMA. Further information on the related-party agreements in place during the period is provided below. Construction, Operations, and Maintenance Agreement At the closing of the Altus Combination, the Company entered into the COMA with Apache. Under the terms of the COMA, Apache provides certain services related to the design, development, construction, operation, management, and maintenance of certain gathering, processing and other midstream assets, on behalf of the Company. In return, the Company paid or will pay fees to Apache of (i) $ 3.0 million for the period beginning on the execution of the COMA at the closing of the Altus Combination through December 31, 2019, (ii) $ 5.0 million for the period of January 1, 2020 through December 31, 2020, (iii) $ 7.0 million for the period of January 1, 2021 through December 31, 2021 and (iv) $ 9.0 million annually thereafter, adjusted based on actual internal overhead and general and administrative costs incurred, until terminated. The annual fee was negotiated as part of the Altus Combination to reimburse Apache for indirect costs of performing administrative corporate functions for the Company, including services for information technology, risk management, corporate planning, accounting, cash management, and others. In addition, Apache may be reimbursed for certain internal costs and third-party costs incurred in connection with its role as service provider under the COMA. Costs incurred by Apache directly associated with midstream activity, where substantially all the services are rendered for Altus Midstream, are charged to Altus Midstream on a monthly basis. The COMA stipulates that the Company shall provide reimbursement of amounts owing to Apache attributable to a particular month by no later than the last day of the immediately following month. Unpaid amounts accrue interest until settled. The COMA will continue to be effective until terminated (i) upon the mutual consent of Altus and Apache, (ii) by either of Altus and Apache, at its option, upon 30 days’ prior written notice in the event Apache or an affiliate no longer owns a direct or indirect interest in at least 50 percent of the voting or other equity securities of Altus, or (iii) by Altus if Apache fails to perform any of its covenants or obligations due to willful misconduct of certain key personnel and such failure has a material adverse financial impact on Altus. F-18 Lease Agreements Concurrent with the closing of the Altus Combination, Altus Midstream entered into an operating lease agreement with Apache (the Lease Agreement) relating to the use of certain office buildings, warehouse and storage facilities located in Reeves County, Texas. Under the terms of the Lease Agreement, Altus Midstream shall pay to Apache on a monthly basis the sum of (i) a base rental charge of $ 44,500 and (ii) an amount based on Apache’s estimate of the annual costs it expects to incur in connection with the ownership, operation, repair, and/or maintenance of the facilities. The Company incurred total expenses of $ 0.6 million, $ 0.8 million and $ 1.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, in relation to the Lease Agreement, which are included within operations and maintenance expenses. Unpaid amounts accrue interest until settled. The initial term of the Lease Agreement is four years and may be extended by Altus Midstream for three additional, consecutive periods of twenty-four months . To accommodate Altus Midstream’s desire to vacate the leased premises, the Lease Agreement was amended in July 2020 to provide for its termination with respect to all or any portion of the leased premises which Apache may sell, with a pro rata rent reduction if Apache sells less than all of the leased premises. The Company classified this lease as an operating lease and elected to account for lessee-related lease and non-lease components as a single lease component. The right-of-use (ROU) asset related to this lease is reflected within “Deferred charges and other” on the Company’s consolidated balance sheet, and the associated operating lease liability is reflected within “Other current liabilities” and “Other noncurrent liabilities,” as applicable. Operating lease expense associated with ROU assets is recognized on a straight-line basis over the lease term. Lease expense is reflected on the consolidated statement of operations commensurate with the leased activities and nature of the services performed. The remaining undiscounted future minimum lease payment as of December 31, 2021 is $ 0.4 million, which will be paid in 2022. In 2020 and 2021, Altus Midstream entered into various operating lease agreements with Apache related to the use of certain of Altus Midstream’s compressors. Under the terms of the agreement, Apache pays Altus Midstream fixed monthly lease payments, which are recorded as “Other” in the Company’s consolidated statement of operations. Each of the lease agreements has an initial term of thirty months and automatically extends on a month-to-month basis unless either party cancels the agreement. The Company recorded income related to these agreements of $ 1.6 million and $ 0.4 million for the years ended December 31, 2021 and 2020, respectively. Altus also earns a monthly fee to operate and maintain the compressors under lease. Refer to Note 3—Revenue Recognition for further discussion. Distributions to Apache During 2021, the Company paid an aggregate $ 22.5 million in dividends on the Company’s Class A Common Stock, of which $ 5.6 million, or $ 1.50 per share, was paid in each quarter of 2021. Each quarterly Class A Common Stock dividend was funded by a distribution from Altus Midstream to its common unitholders of $ 1.50 per Common Unit, with each quarterly distribution totaling $ 24.4 million, of which $ 5.6 million was paid to the Company and the balance was paid to Apache due to its 76.9 percent ownership of outstanding Common Units Please refer to Note 10—Equity and Warrants for further information. Altus Combination Agreements Limited Partnership Agreement of Altus Midstream LP In connection with the Altus Combination, Altus Midstream Company, Altus Midstream GP, Altus Midstream LP, and Apache entered into an amended and restated limited partnership agreement of Altus Midstream LP, which was further amended in connection with the subsequent issuance of Preferred Units. The Amended LPA sets forth, among other things, the rights and obligations of (i) Altus Midstream GP as general partner and (ii) Altus Midstream Company, Apache, and Preferred Unit holders as limited partners of Altus Midstream LP. Altus Midstream GP is not entitled to reimbursement for its services as general partner. Refer to Note 1—Summary of Significant Accounting Policies and Note 11—Series A Cumulative Redeemable Preferred Units , for further information. Purchase Rights and Restrictive Covenants Agreement At the closing of the Altus Combination, the Company entered into a purchase rights and restrictive covenants agreement (the Purchase Rights and Restrictive Covenants Agreement) with Apache. Under the Purchase Rights and Restrictive Covenants Agreement, until the later of the five-year anniversary of the Closing and the date on which Apache and its affiliates cease to own a majority of the Company’s voting common stock, Apache is obligated to provide (i) the first right to pursue any opportunity (including any expansion opportunities) of Apache to acquire or invest, directly or indirectly (including equity investments), in any midstream assets or participate in any midstream opportunities located, in whole or part, within an area F-19 covering approximately 1.7 million acres in Reeves, Pecos, Brewster, Culberson, and Jeff Davis Counties in Texas, and (ii) a right of first offer on certain retained midstream assets of Apache. 3. REVENUE RECOGNITION The following table presents a disaggregation of the Company’s revenue. Year Ended December 31, 2021 2020 2019 (In thousands) Gas gathering and compression $ 18,192 $ 20,060 $ 17,077 Gas processing 107,878 106,396 101,199 Transmission 12,572 14,548 15,942 NGL transmission 2,422 2,773 1,580 Other 1,663 937 — Midstream services revenue — affiliate 142,727 144,714 135,798 Product sales — affiliate 9,754 — — Product sales — third parties 8,136 3,695 — Total revenues $ 160,617 $ 148,409 $ 135,798 The Company primarily generates revenue from its contracts with customers for the gathering, compression, processing, transmission, and sale of natural gas and NGLs in exchange for a fee per unit of volumes processed or delivered during a given month. Midstream services revenue is primarily attributable to services performed for Apache pursuant to separate long-term commercial midstream agreements . As part of these agreements, substantially all of Apache’s natural gas production from its existing and future owned or controlled properties within the dedicated area of its entire Alpine High resource play is provided to the Company, so long as Apache has the right to market such product. Providing the related service on each volumetric unit represents a single, distinct performance obligation that is satisfied over time as services are rendered. Prior to the Company entering the new Gas Processing Agreement discussed below, the Company did not own or take title to the volumes it serviced under these agreements. Altus Midstream, in return for its performance, receives a fee per volumetric unit serviced during a given month. The related service fee charged per unit is set forth for each contract year, subject to yearly fee escalation recalculations. As the amount of volumes serviced are not subject to minimum commitments and each midstream service agreement contains provisions for fee recalculations, substantially all of the transaction price is variable at inception of each contract term. Revenue is measured using the output method based on the amount of volumes serviced each month and the applicable service fee and recognized over time in the amount to which Altus Midstream has the right to invoice, as performance completed to date corresponds directly with the value to its customers. The transaction price is not constrained as variability is resolved prior to the recognition of revenue. The Company entered into a new Gas Processing Agreement with Apache in October 2021, which superseded the prior agreement. In addition to the service fees discussed above, the new Gas Processing Agreement contains terms for Apache to provide the Company with excess recovery volumes as consideration under the contract. Excess recovery volumes represent the net difference between the actual recovery rate of processed volumes and contractually fixed volumetric recovery rates. The Company obtains control of excess recovery volumes, if any, on a monthly basis. Any product received is reflected as non-cash consideration and the associated value is included in the transaction price for gas processing services on a net basis. The associated revenue is valued using the market price of the relevant product during the month such product was processed. The subsequent sale of any excess recovery volumes to third parties is recorded as “Product sales — third parties” and the subsequent sale of any excess recovery volumes to Apache is recorded as “Product sales — affiliate” in the Company’s statement of operations. The associated costs of excess recovery volumes sold are recorded based on the market price of the relevant product and are recorded as “Cost of product sales — third parties” or “Cost of product sales — affiliate” in the Company’s consolidated statement of operations. In 2021, the Company recorded $ 9.8 million of revenues and costs related to sales of excess recovery volumes to Apache and $ 2.4 million of revenues and costs related to sales of excess recovery volumes to third parties. F-20 In addition to the $ 2.4 million of revenue and costs related to the sales of excess recovery volumes to third parties under the new Gas Processing Agreement, the Company also purchased and processed NGL volumes for other third-party customers during 2021 and 2020. As part of these agreements, Altus Midstream purchases volumes from a third party, which Altus Midstream then owns, controls and services, prior to ultimate sale to the customer. The Company recorded revenue related to these contracts of $ 5.7 million and $ 3.7 million, respectively, in 2021 and 2020, with associated purchase costs of $ 5.4 million and $ 3.0 million, respectively. As it relates to product sales, the physical delivery of each unit of quantity represents a single, distinct performance obligation that is satisfied at a point in time when control transfers to the customer, generally determined as the point of delivery. Prices are determined based on market-indexed values, adjusted for quality and other market-reflective differentials. As there are no provisions for minimum volume commitments and pricing is variable based on index values, revenue is measured by allocating an entirely variable market price to each performance obligation and recognized at a point in time when control is transferred to the customer. The transaction price is not constrained as variability is resolved prior to the recognition of revenue. Other Midstream Service Revenue — Affiliate Beginning in 2020, Altus Midstream entered into various agreements with Apache to provide compressor maintenance, operations, and other related services for various compressors at compressor stations owned by Apache. Altus Midstream receives a fixed monthly fee under these contracts for each month that services are provided. Providing such services on each compressor unit represents a single, distinct performance obligation that is satisfied over time as services are rendered. Income generated from these contracts in 2021 and 2020 totaled $ 1.7 million and $ 0.9 million, respectively, and is classified as “Other” within Midstream Services Revenue — Affiliate in the table above. Payment Terms and Contract Balances Payments are generally due the month immediately following the month of service. Amounts settled with Apache each month are based on the net amount owed to either party. Revenue receivables from the Company’s contracts with Apache totaled $ 13.7 million and $ 11.4 million, as of December 31, 2021 and 2020, respectively, as presented on the Company’s consolidated balance sheet. Sales revenue receivables from the Company’s contracts with third parties totaled $ 2.2 million and $ 1.0 million as of December 31, 2021 and 2020, respectively, as presented on the Company’s consolidated balance sheet. In accordance with the provisions of ASC Topic 606, “Revenue from Contracts with Customers,” a variable transaction price for each short-term sale is allocated to each performance obligation as the terms of payment relate specifically to the Company’s efforts to satisfy its obligations. As such, the Company has elected the practical expedients available under the standard to not disclose the aggregate transaction price allocated to unsatisfied, or partially unsatisfied, performance obligations as of the end of the reporting period. F-21 4. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, at carrying value, is as follows: December 31, 2021 2020 (In thousands) Gathering, processing, and transmission systems and facilities (1) $ 208,211 $ 204,643 Construction in progress 335 904 Other property and equipment 3,154 3,323 Total property, plant, and equipment 211,700 208,870 Less: accumulated depreciation and accretion ( 24,713 ) ( 13,034 ) Total property, plant, and equipment, net $ 186,987 $ 195,836 (1) Included in Gathering, processing, and transmissions systems and facilities are compressors under lease to Apache totaling $ 10.0 million and $ 6.2 million, net as of December 31, 2021 and December 31, 2020, respectively. 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 balance sheet dates. During 2020, the Company sold various assets for total proceeds of $ 10.2 million. Included in these assets sales was the sale of 15 power generators. As a result of the sale, the remaining power generators owned by the Company were remeasured at fair value calculated based on the proceeds of this sale. This remeasurement resulted in an impairment of $ 1.6 million on these assets based on this fair value assessment, which were written down to their fair value of $ 2.3 million. The fair value of the assets was determined using the market approach based on the sales proceeds of the assets, which are classified as Level 1 inputs in the fair value hierarchy. Property, plant, and equipment are evaluated for potential impairment when events or changes in circumstances indicate a possible significant deterioration in future cash flows expected to be generated by an asset group. In conjunction with Apache’s decision in the fourth quarter of 2019 to materially reduce funding to Alpine High, Altus management assessed its long-lived infrastructure assets for impairment given the expected reduction to future throughput volumes. As a result of this assessment, Altus recorded impairments totaling $ 1.3 billion on its gathering, processing, and transmission assets in the fourth quarter of 2019. The fair values of the impaired assets were determined to be $ 203.6 million as of the time of the impairment and were estimated using the income approach. Altus has classified these nonrecurring fair value measurements as Level 3 in the fair value hierarchy. During 2019, the Company also elected to cancel construction on a compressor station, and, as a result, certain of its components were marketed for sale. Accordingly, these assets were measured at fair value less costs to sell. The Company recorded an impairment of $ 9.3 million on these assets, which were written down to their fair value of $ 18.2 million. The fair value of the assets was determined using the market approach based on estimated sales proceeds, classified as Level 1 inputs in the fair value hierarchy. The Company entered into a finance lease during the first quarter of 2019 related to power generators leased on a one-year term with the right to purchase. The lease expired in January 2020, at which time the Company exercised its purchase option and purchased the power generators under lease for $ 9.8 million. Depreciation on the Company's finance lease asset was $ 5.0 million for the year ended December 31, 2019. Interest on the Company's finance lease assets was $ 0.9 million for the year ended December 31, 2019. No depreciation expense nor interest were recorded related to this finance lease for the years ended December 31, 2021 and 2020. F-22 5. DEBT AND FINANCING COSTS In November 2018, Altus Midstream entered into a revolving credit facility for general corporate purposes that matures in November 2023 (subject to Altus Midstream’s two , one year extension options). The agreement for this revolving credit facility, as amended (the Amended Credit Agreement), provides aggregate commitments from a syndicate of banks of $ 800.0 million. The aggregate commitments include a letter of credit subfacility of up to $ 100.0 million and a swingline loan subfacility of up to $ 100.0 million. Altus Midstream may increase commitments up to an aggregate $ 1.5 billion by adding new lenders or obtaining the consent of any increasing existing lenders. As of December 31, 2021, there were $ 657.0 million of borrowings and a $ 2.0 million of letter of credit outstanding under this facility. As of December 31, 2020, there were $ 624.0 million of borrowings and no letters of credit outstanding under this facility. Altus Midstream’s revolving credit facility is unsecured and is not guaranteed by the Company, Apache, APA Corporation or any of their respective subsidiaries. At Altus Midstream’s option, the interest rate per annum for borrowings under this facility is either a base rate, as defined, plus a margin, or the London Interbank Offered Rate (LIBOR), plus a margin. Altus Midstream also pays quarterly a facility fee at a rate per annum on total commitments. The margins and the facility fee vary based upon (i) the Leverage Ratio (as defined below) until Altus Midstream has a senior long-term debt rating and (ii) such senior long-term debt rating once it exists. The Leverage Ratio is the ratio of (1) the consolidated indebtedness of Altus Midstream and its restricted subsidiaries to (2) EBITDA (as defined in the Amended Credit Agreement) of Altus Midstream and its restricted subsidiaries for the 12 -month period ending immediately before the determination date. At December 31, 2021, the base rate margin was 0.05 percent, the LIBOR margin was 1.05 percent, and the facility fee was 0.20 percent. In addition, a commission is payable quarterly to the lenders on the face amount of each outstanding letter of credit at a per annum rate equal to the LIBOR margin then in effect. Customary letter of credit fronting fees and other charges are payable to issuing banks. The Amended Credit Agreement contains restrictive covenants that may limit the ability of Altus Midstream and its restricted subsidiaries to, among other things, incur additional indebtedness or guaranty indebtedness, sell assets, make investments in unrestricted subsidiaries, enter into mergers, make certain payments and distributions, incur liens on certain property securing indebtedness, and engage in certain other transactions without the prior consent of the lenders. Altus Midstream also is subject to a financial covenant under the Amended Credit Agreement, which requires it to maintain a Leverage Ratio not exceeding 5.00 :1.00 at the end of any fiscal quarter, starting with the quarter ended December 31, 2019, except that during the period of up to one year following a qualified acquisition, the Leverage Ratio cannot exceed 5.50 :1.00 at the end of any fiscal quarter. Unless the Leverage Ratio is less than or equal to 4.00 :1.00, the Amended Credit Agreement limits distributions in respect of Altus Midstream LP’s capital to $ 30 million per calendar year until either (i) the consolidated net income of Altus Midstream LP and its restricted subsidiaries, as adjusted pursuant to the Amended Credit Agreement, for three consecutive calendar months equals or exceeds $ 350.0 million on an annualized basis or (ii) Altus Midstream LP has a specified senior long-term debt rating; in addition, before the occurrence of one of those events, the Leverage Ratio must be less than or equal to 5.00 :1.00. In no event can any distribution be made that would, after giving effect to it on a pro forma basis, result in a Leverage Ratio greater than (i) 5.00 :1.00 or (ii) for a specified period after a qualifying acquisition, 5.50 :1.00. The Leverage Ratio as of December 31, 2021 was less than 4.00 :1.00. The terms of Altus Midstream’s Preferred Units also contain certain restrictions on distributions on Altus Midstream LP’s Common Units, including the Common Units held by the Company, and any other units that rank junior to the Preferred Units with respect to distributions or distributions upon liquidation. Refer to Note 11—Series A Cumulative Redeemable Preferred Units for further information. In addition, the amount of any cash distributions to Altus Midstream LP by any entity in which it has an interest accounted for by the equity method is subject to such entity’s compliance with the terms of any debt or other agreements by which it may be bound, which in turn may impact the amount of funds available for distribution by Altus Midstream LP to its partners. There are no clauses in the Amended Credit Agreement that permit the lenders to accelerate payments or refuse to lend based on unspecified material adverse changes. The Amended Credit Agreement has no drawdown restrictions or prepayment obligations in the event of a decline in credit ratings. However, the agreement allows the lenders to accelerate payment maturity and terminate lending and issuance commitments for nonpayment and other breaches, and if Altus Midstream or any of its restricted subsidiaries defaults on other indebtedness in excess of the stated threshold, is insolvent, or has any unpaid, non-appealable judgment against it for payment of money in excess of the stated threshold. Lenders may also accelerate payment maturity and terminate lending and issuance commitments if Altus Midstream undergoes a specified change in control or has specified pension plan liabilities in excess of the stated threshold. Altus Midstream was in compliance with the terms of the Amended Credit Agreement as of December 31, 2021. F-23 Interest Income and Financing Costs, Net of Capitalized Interest The following table presents the components of Altus Midstream’s interest income and financing costs, net of capitalized interest: Year Ended December 31, 2021 2020 2019 (in thousands) Interest income $ 4 $ 9 $ 3,606 Interest income $ 4 $ 9 $ 3,606 Interest expense $ 9,431 $ 9,775 $ 6,384 Amortization of deferred facility fees 1,167 1,148 889 Capitalized interest — ( 8,733 ) ( 5,481 ) Financing costs, net of capitalized interest $ 10,598 $ 2,190 $ 1,792 6. OTHER CURRENT LIABILITIES The following table provides detail of the Company’s other current liabilities at December 31, 2021 and 2020: December 31, 2021 2020 (In thousands) Accrued taxes other than income $ 10,888 $ 165 Accrued capital costs 1,346 360 Accrued incentive compensation 1,585 1,466 Accrued operations and maintenance expense 645 926 Other 1,218 2,696 Total other current liabilities $ 15,682 $ 5,613 7. ASSET RETIREMENT OBLIGATION The following table describes changes to the Company’s asset retirement obligation (ARO) liability for the years ended December 31, 2021 and 2020: December 31, 2021 2020 (In thousands) Asset retirement obligation, beginning balance $ 64,062 $ 60,095 Liabilities incurred during the period — — Accretion expense 4,269 3,967 Revisions in estimated liabilities — — Asset retirement obligation, ending balance $ 68,331 $ 64,062 ARO reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with the Company’s infrastructure assets which include central processing facilities, gathering systems, and pipelines. Management utilizes independent valuation reports and estimates of current costs to project expected cash outflows for retirement obligations. Management estimates the ultimate productive life of the properties, a risk-adjusted discount rate, and an inflation factor in order to determine the current present value of this obligation. To the extent future revisions to these assumptions impact the present value of existing ARO, a corresponding adjustment is made to the property, plant, and equipment balance. F-24 8. 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 December 31, 2021 and 2020, there were no accruals for loss contingencies. Litigation The Company is subject to governmental and regulatory controls arising in the ordinary course of business. The Company is not aware of any pending or threatened legal proceedings against it at the time of the filing of this Annual Report on Form 10-K that would have a material impact on its financial position, results of operations, or liquidity. Environmental Matters As an owner of infrastructure assets and 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. In some instances, Altus Midstream may be directed to suspend or cease operations. The Company maintains insurance coverage, which management believes is customary in the industry, although insurance does not fully cover against all environmental risks. Additionally, there can be no assurance that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered. The Company is not aware of any environmental claims existing as of December 31, 2021, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity. Contractual Obligations Altus Midstream’s existing fee-based midstream services agreements, which have no minimum volume commitments or firm transportation commitments, are underpinned by acreage dedications covering Alpine High. Pursuant to these agreements, Altus Midstream is obligated to perform low and high pressure gathering, processing, dehydration, compression, treating, conditioning, and transportation on all volumes produced from the dedicated acreage, so long as Apache has the right to market such gas. At the closing of the Altus Combination, the Company entered into the COMA and the Lease Agreement with Apache, which include contractual obligations for the Company to pay certain management and lease rental fees, respectively, to Apache over the term of the agreements. Refer to Note 2—Transactions with Affiliates for further discussion. During the fourth quarter of 2020, the Company entered into a three year fixed-rate power contract with a third-party. The Company estimates its minimum obligation will be $ 4.7 million and $ 3.6 million for 2022 and 2023, respectively. The actual amount incurred will vary based on usage. In the second quarter of 2019, Altus Midstream issued and sold the Preferred Units. Under the terms of the Amended LPA, the Preferred Unit holders are entitled to receive quarterly distributions until such time as the Preferred Units are redeemed or exchanged. Refer to Note 11—Series A Cumulative Redeemable Preferred Units for further discussion regarding the terms of the Preferred Units and the rights of the holders thereof. Additionally, the Company is required to fund its pro-rata portion of any future capital expenditures for the development of the pipeline projects as referenced in Note 9—Equity Method Interests . At December 31, 2021 and 2020, there were no other material contractual obligations related to the entities included in the consolidated financial statements other than the performance of asset retirement obligations as referenced in Note 7—Asset Retirement Obligation and required credit facility fees discussed in Note 5—Debt and Financing Costs . F-25 9. EQUITY METHOD INTERESTS As of December 31, 2021, the Company owns the following equity method interests in Permian Basin long-haul pipeline entities. For each of the equity method interests, 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 equity method interests. December 31, 2021 December 31, 2020 In thousands, except for ownership percentages Ownership Amount Ownership Amount Gulf Coast Express Pipeline LLC 16.0 % $ 273,940 16.0 % $ 283,530 EPIC Crude Holdings, LP 15.0 % — 15.0 % 176,640 Permian Highway Pipeline LLC 26.7 % 629,896 26.7 % 615,186 Breviloba, LLC 33.0 % 460,990 33.0 % 479,826 $ 1,364,826 $ 1,555,182 As of December 31, 2021 and 2020, unamortized basis differences included in the equity method interest balances were $ 34.0 million and $ 37.7 million, respectively. These amounts represent differences in the Company’s initial costs paid to acquire the equity method interests and Altus’ initial underlying equity in the respective entities, as well as capitalized interest related to Permian Highway Pipeline (PHP) construction costs. Unamortized basis differences are amortized into equity income (loss) over the useful lives of the underlying pipeline assets when they are placed into service. The following table presents the activity in the Company’s equity method interests for the years ended December 31, 2021 and 2020: Gulf Coast Express Pipeline LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC Total (In thousands) Balance at December 31, 2019 $ 291,628 $ 163,199 $ 310,421 $ 492,800 $ 1,258,048 Contributions 1,715 29,250 296,340 — 327,305 Distributions ( 52,009 ) — — ( 46,157 ) ( 98,166 ) Capitalized interest (1) — — 8,733 — 8,733 Equity income (loss), net 42,196 ( 16,332 ) ( 308 ) 33,183 58,739 Other comprehensive loss 523 — — 523 Balance at December 31, 2020 $ 283,530 $ 176,640 $ 615,186 $ 479,826 $ 1,555,182 Contributions 314 2,250 25,856 — 28,420 Distributions ( 49,953 ) — ( 73,668 ) ( 49,108 ) ( 172,729 ) Equity income (loss), net 40,049 ( 19,079 ) 62,522 30,272 113,764 Other comprehensive income — 630 — — 630 Impairment (2) — ( 160,441 ) — — ( 160,441 ) Balance at December 31, 2021 $ 273,940 $ — $ 629,896 $ 460,990 $ 1,364,826 (1) Altus’ proportionate share of the PHP construction costs were funded with the revolving credit facility. Accordingly, Altus capitalized $ 8.7 million of related interest expense during 2020, which is included in the basis of the PHP equity interest. (2) The Company impaired its investment in EPIC in the fourth quarter of 2021. Refer to Note 1 — Summary of Si gnificant Accounting P olicies for further details on this impairment charge. F-26 Summarized Financial Information The following represents selected income statement and balance sheet data for the Company’s equity method interests (on a 100 percent basis): For the Year Ended December 31, 2021 Gulf Coast Express Pipeline LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC Statements of Income (In thousands) Revenues $ 362,399 $ 164,774 $ 397,237 $ 157,683 Operating income (loss) 254,772 ( 36,488 ) 237,230 92,568 Net income (loss) 253,535 ( 114,519 ) 236,528 92,005 Other comprehensive income — 4,197 — — For the Year Ended December 31, 2020 Gulf Coast Express Pipeline LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC Statements of Income (In thousands) Revenues $ 366,185 $ 165,970 $ 7,220 $ 167,784 Operating income (loss) 266,219 ( 35,566 ) ( 1,798 ) 102,526 Net income (loss) 264,956 ( 109,614 ) ( 1,140 ) 102,048 Other comprehensive income — 3,484 — — For the Year Ended December 31, 2019 (1) Gulf Coast Express Pipeline LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC Statements of Income (In thousands) Revenues $ 132,103 $ 40,756 $ — $ 129,559 Operating income (loss) 108,056 ( 67,763 ) ( 93 ) 81,369 Net income (loss) 109,997 ( 72,535 ) 1,587 81,469 Other comprehensive loss — ( 7,681 ) — — (1) Although the Company’s interests in EPIC Crude Holdings, LP, Permian Highway Pipeline LLC, and Breviloba, LLC were acquired in March, May, and July of 2019, respectively, the financial results for all equity method interests are presented for the entire twelve months of 2019 for comparability. As of December 31, 2021 2020 Gulf Coast Express Pipeline LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC Gulf Coast Express Pipeline LLC EPIC Crude Holdings, LP Permian Highway Pipeline LLC Breviloba, LLC Balance Sheets (In thousands) Current assets $ 74,408 $ 101,189 $ 69,995 $ 34,159 $ 59,910 $ 122,995 $ 23,734 $ 53,206 Noncurrent assets 1,655,941 2,177,616 2,267,940 1,344,178 1,714,062 2,272,805 2,316,176 1,375,155 Total assets $ 1,730,349 $ 2,278,805 $ 2,337,935 $ 1,378,337 $ 1,773,972 $ 2,395,800 $ 2,339,910 $ 1,428,361 Current liabilities $ 46,151 $ 58,729 $ 36,657 $ 11,244 $ 32,997 $ 67,073 $ 95,863 $ 10,326 Noncurrent liabilities 461 1,185,003 — 8,254 526 1,187,615 — 2,389 Equity 1,683,737 1,035,073 2,301,278 1,358,839 1,740,449 1,141,112 2,244,047 1,415,646 Total liabilities and equity $ 1,730,349 $ 2,278,805 $ 2,337,935 $ 1,378,337 $ 1,773,972 $ 2,395,800 $ 2,339,910 $ 1,428,361 F-27 10. EQUITY AND WARRANTS Reverse Stock Split On June 30, 2020, the Company effected a reverse stock split of the Company’s Class A Common Stock and Class C Common Stock by a ratio of one-for-twenty. The par value and number of authorized shares of common stock and preferred stock were not affected by the reverse stock split. A corresponding number of Altus Midstream Common Units were also restated as part of the reverse stock split. All corresponding per-share and share amounts have been retroactively restated in this Annual Report on Form 10-K for all periods presented to reflect the reverse stock split. Common Stock and Warrants The Company’s second amended and restated certificate of incorporation authorizes the issuance of 1,500,000,000 shares of Class A Common Stock, $ 0.0001 par value, and 1,500,000,000 shares of Class C Common Stock, $ 0.0001 par value. The Company’s shares of Class A Common Stock are listed on the Nasdaq under the symbol “ALTM.” As of December 31, 2021, there were 3,746,460 and 12,500,000 issued and outstanding shares of Class A Common Stock and Class C Common Stock, respectively. In January 2022, a direct exchange by the Company and Apache was effectuated under the Amended LPA, pursuant to which the Company succeeded to Apache’s 12,500,000 Common Units, issued an additional 12,500,000 shares of Class A Common Stock to Apache, and cancelled Apache’s 12,500,000 shares of Class C Common Stock, whereupon the Company and Altus Midstream remained subsidiaries of Apache. Holders of each of the Class A Common Stock and Class C Common Stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. Only holders of Class A Common Stock are entitled to dividends or other liquidating distributions made by the Company. On December 10, 2020, the Company announced that its board of directors initiated a dividend program on the Company’s Class A Common Stock as further detailed below under the section titled “Common Stock Dividend.” Shares of Class A Common Stock and certain warrants were originally issued in connection with the Company’s public offering, while shares of Class C Common Stock were newly-issued in connection with the Altus Combination. Public Warrants As of December 31, 2021, 2020, and 2019 there were 12,577,350 Public Warrants (as defined below) outstanding. Each whole public warrant entitles the holder to purchase one twentieth of a share of Class A Common Stock at a price of $ 230.00 per share (the Public Warrants). The Public Warrants will expire five years after closing of the Altus Combination or earlier 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 $ 360.00 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. Following the closing of the Altus Combination, the Public Warrants continued trading under the symbol “ALTMW.” On December 11, 2018, the Company received notice from the Staff of the Nasdaq of a delisting determination with respect to its Public Warrants for failure to satisfy the Nasdaq’s minimum round lot holder listing requirement. The Public Warrants ceased trading on the Nasdaq at the opening of business on December 20, 2018. The delisting of the Public Warrants did not impact the listing or trading of the Company’s Class A Common Stock. Private Placement Warrants As of December 31, 2021, 2020, and 2019 , there were 6,364,281 Private Placement Warrants (as defined below) outstanding, of which Apache holds 3,182,140 . The private placement warrants 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 Warrants are recorded at a fair value of $ 0.2 million and $ 0.9 million as of December 31, 2021 and 2020, respectively, on the consolidated balance sheet in other non-current liabilities. F-28 Earn-Out Consideration As part of the Altus Combination, Apache was granted the right to receive earn-out consideration of up to 1,250,000 shares of Class A Common Stock as follows: • 625,000 shares if the per share closing price of the Class A Common Stock as reported by Nasdaq during any 30 -trading-day period ending prior to the fifth anniversary of the Closing Date is equal to or greater than $ 280.00 for any 20 trading days within such 30 -trading-day period. • 625,000 shares if the per share closing price of the Class A Common Stock as reported by Nasdaq during any 30 -trading-day period ending prior to the fifth anniversary of the Closing Date is equal to or greater than $ 320.00 for any 20 trading days within such 30 -trading-day period. Redeemable Noncontrolling Interest — Apache Limited Partner As of December 31, 2021, in conjunction with its ownership of the Class C Common Stock, Apache owned 12,500,000 Altus Midstream Common Units, approximately 76.9 percent of the total Common Units issued and outstanding. The financial results of Altus Midstream and its subsidiaries are included in the Company’s consolidated financial statements as detailed in Note 1—Summary of Significant Accounting Policies , under the section titled “Principles of Consolidation.” As of December 31, 2021, Apache had the right, at any time, to cause Altus Midstream to redeem all or a portion of the Common Units issued to Apache, in exchange for shares of the Company’s Class A Common Stock on a one -for-one basis or, at Altus Midstream’s option, an equivalent amount of cash; provided that the Company could, at its option, effect a direct exchange of cash or Class A Common Stock for such Common Units in lieu of such a redemption by Altus Midstream. Upon the future redemption or exchange of Common Units held by Apache, a corresponding number of shares of Class C Common Stock held by Apache would be cancelled. In January 2022, a direct exchange by the Company and Apache was effectuated under the Amended LPA, pursuant to which the Company succeeded to Apache’s 12,500,000 Common Units, issued an additional 12,500,000 shares of Class A Common Stock to Apache, and cancelled Apache’s 12,500,000 shares of Class C Common Stock, whereupon the Company and Altus Midstream remained subsidiaries of Apache. As of December 31, 2021, Apache’s limited partner interest associated with the Common Units issued with the Class C Common Stock is reflected as a redeemable noncontrolling interest in the Company. The redeemable noncontrolling interest is recognized at the higher of (i) its initial fair value plus accumulated earnings/losses associated with the noncontrolling interest and (ii) the maximum redemption value as of the balance sheet date. The redemption value is determined based on a 5 -day volume weighted average closing price of the Class A Common Stock ( 5 -day VWAP) as defined in the Amended LPA, a Level 1 non-recurring fair value measurement. At December 31, 2021 and 2020, the redeemable noncontrolling interest was recorded based on the redemption value as of the balance sheet date of $ 769.9 million and $ 575.1 million, respectively. For further discussion of Apache’s right to receive additional shares of Class A Common Stock, and other outstanding equity instruments that may impact ownership interests and the limited partner interests of Altus Midstream in future periods, see Note 13—Net Income (Loss) Per Share . Redeemable Noncontrolling Interest — Preferred Unit Limited Partners On June 12, 2019, Altus Midstream issued and sold the Preferred Units in a private offering, and the purchasers of the Preferred Units were admitted as limited partners of Altus Midstream. The Preferred Units will be exchangeable for shares of the Company’s Class A Common Stock at the option of the Preferred Unit holders after the seventh anniversary of Closing (as defined below) or upon the occurrence of specified events, unless otherwise redeemed by Altus Midstream. Refer to Note 11—Series A Cumulative Redeemable Preferred Units for further discussion. Common Stock Dividend During 2021, the Company paid an aggregate $ 22.5 million in dividends on the Company’s Class A Common Stock, of which $ 5.6 million, or $ 1.50 per share, was paid in each quarter of 2021. Each quarterly Class A Common Stock dividend was funded by a distribution from Altus Midstream to its common unitholders of $ 1.50 per Common Unit, with each quarterly distribution totaling $ 24.4 million, of which $ 5.6 million was paid to the Company and the balance was paid to Apache due to its 76.9 percent ownership of outstanding Common Units. Refer to Note 2—Transactions with Affiliates for further discussion of the Common Unit distribution. F-29 11. SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS On June 12, 2019, Altus Midstream issued and sold the Preferred Units in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the Closing). The Closing occurred pursuant to a Preferred Unit Purchase Agreement among Altus Midstream, the Company, and the purchasers party thereto, dated as of May 8, 2019. A total of 625,000 Preferred Units were sold at a price of $ 1,000 per Preferred Unit, for an aggregate issue price of $ 625.0 million. Altus Midstream received approximately $ 611.2 million in cash proceeds from the sale after deducting transaction costs and discounts to certain purchasers. At the Closing, the partners of Altus Midstream entered into the Amended LPA. The Amended LPA provides the terms of the Preferred Units, including the distribution rate, redemption rights, and rights to exchange the Preferred Units for shares of the Company’s Class A Common Stock, as well as rights of holders of the Preferred Units to approve certain partnership business, financial, and governance-related matters. The Preferred Units have a perpetual term, unless redeemed or exchanged as described below. Pursuant to the Amended LPA: • The Preferred Units entitle the holders thereof to receive quarterly distributions at a rate of 7 percent per annum, commencing with the quarter ended June 30, 2019. The rate increases to 10 percent per annum after the fifth anniversary of Closing and upon the occurrence of specified events. For any quarter ending on or prior to December 31, 2020, Altus Midstream could elect to pay distributions in-kind and did so in respect of quarters ended on and before March 31, 2020. • The Preferred Units are redeemable at Altus Midstream’s option at any time in cash at a redemption price (the Redemption Price) equal to (a) the greater of (i) an 11.5 percent internal rate of return (increasing to 13.75 percent after the fifth anniversary of Closing), and (ii) a 1.3 x multiple of invested capital plus (b) if applicable, the value of any accrued and unpaid distributions. The Preferred Units will be redeemable at the holder’s option upon a change of control or liquidation of Altus Midstream and certain other events, including certain asset dispositions. The Company and Altus Midstream remained subsidiaries of Apache upon consummation of the January 2022 direct exchange by the Company and Apache under the Amended LPA, pursuant to which the Company succeeded to Apache’s 12.5 million Common Units, issued an additional 12.5 million shares of Class A Common Stock to Apache, and cancelled Apache’s 12.5 million shares of Class C Common Stock (as further discussed in Note 10—Equity and Warrants ). • The Preferred Units will be exchangeable for shares of the Company’s Class A Common Stock at the option of the Preferred Unit holders after the seventh anniversary of Closing or upon the occurrence of specified events. Each Preferred Unit will be exchangeable for a number of shares of Class A Common Stock equal to the Redemption Price divided by the volume-weighted average trading price of the Class A Common Stock on the Nasdaq Global Select Market for the 20 trading days immediately preceding the second trading day prior to the applicable exchange date, less a 6 percent discount. • Each outstanding Preferred Unit has a liquidation preference equal to the Redemption Price payable before any amounts are paid in respect of Altus Midstream’s Common Units and any other units that rank junior to the Preferred Units with respect to distributions or distributions upon liquidation. • Altus Midstream is restricted from declaring or making cash distributions on its Common Units until all required distributions on the Preferred Units have been paid. In addition, before the fifth anniversary of Closing, aggregate cash distributions on, and redemptions of, Common Units are limited to $ 650 million of cash from ordinary course of operations if permitted under the Amended Credit Agreement. Cash distributions on, and redemptions of, Common Units also are subject to satisfaction of leverage ratio requirements specified in the Amended LPA. Since the Preferred Units could be exchangeable for a number of shares of Class A Common Stock equal to 20 percent or more of the Company’s outstanding voting power, the Company submitted the potential issuance of such shares for approval of its stockholders (the Stockholder Approval) at its annual stockholder meeting in 2020 and obtained Stockholder Approval. Classification The Preferred Units are accounted for on the Company’s consolidated balance sheet as a redeemable noncontrolling interest classified as temporary equity based on the terms of the Preferred Units, including the redemption rights with respect thereto. F-30 Initial Measurement T he net transaction price as shown below was based on the negotiated transaction price, less issue discounts and transaction costs. June 12, 2019 (In thousands) Transaction price, gross $ 625,000 Issue discount ( 3,675 ) Transaction costs to other third parties ( 10,076 ) Transaction price, net $ 611,249 Certain redemption features embedded within the terms of the Preferred Units require bifurcation and measurement at fair value. As such, the net transaction price shown in the table above was allocated to the preferred redeemable noncontrolling interest and the embedded features according to the associated initial fair value measurements as follows: June 12, 2019 (In thousands) Redeemable noncontrolling interest - Preferred Units $ 516,790 Long-term liability: Embedded derivative (1) 94,459 $ 611,249 (1) See Note 14—Fair Value Measurements for further discussion on the nature and recognition of the embedded derivative. Subsequent Measurement The Company applies a two-step approach to subsequently measure the redeemable noncontrolling interest related to the Preferred Units, by first allocating a portion of the net income of Altus Midstream in accordance with the terms of the Amended LPA described above. After consideration of the foregoing, the Company records an additional adjustment to the carrying value of the Preferred Unit redeemable noncontrolling interest at each period end, if applicable. The amount of such adjustment is determined based upon the accreted value method to reflect the passage of time until the Preferred Units are exchangeable at the option of the holder. Pursuant to this method, the net transaction price is accreted using the effective interest method, to the Redemption Price calculated at the seventh anniversary of Closing. The total adjustment is limited to an amount such that the carrying amount of the Preferred Unit redeemable noncontrolling interest at each period end is equal to the greater of (a) the sum of (i) the carrying amount of the Preferred Units determined in accordance with ASC 810, plus (ii) the fair value of the embedded derivative liability and (b) the accreted value of the net transaction price. F-31 Activity related to the Preferred Units for the years ended December 31, 2021 and 2020 is as follows: Units Outstanding Financial Position (1) (In thousands, except for unit data) Redeemable noncontrolling interest — Preferred Units: at December 31, 2019 638,163 $ 555,599 Distribution of in-kind additional Preferred Units 22,531 — Cash distributions paid to Preferred Unit limited partners — ( 23,124 ) Allocation of Altus Midstream net income N/A 75,906 Redeemable noncontrolling interest — Preferred Units: at December 31, 2020 660,694 608,381 Cash distributions paid to Preferred Unit limited partners — ( 46,249 ) Distributions payable to Preferred Unit limited partners — ( 11,562 ) Allocation of Altus Midstream net income N/A 79,931 Accreted redemption value adjustment N/A 81,975 Redeemable noncontrolling interest — Preferred Units: at December 31, 2021 660,694 $ 712,476 Embedded derivative liability (2) 56,895 $ 769,371 (1) The Preferred Units are redeemable at Altus Midstream’s option at a redemption price (the Redemption Price), which as of December 31, 2021 is calculated as the greater of (i) an 11.5 percent internal rate of return and (ii) a 1.3 times multiple of invested capital. As of December 31, 2021, the Redemption Price would have been based on an 11.5 percent internal rate of return, which would equate to a redemption value of $ 738.7 million. (2) Certain redemption features embedded within the terms of the Preferred Units require bifurcation and measurement at fair value. Refer to Note 14—Fair Value Measurements for discussion of the fair value changes in the embedded derivative liability during the period. N/A - not applicable. F-32 12. INCOME TAXES The total income tax provision (benefit) consists of the following: Year Ended December 31, 2021 2020 2019 (In thousands) Current income taxes: Federal $ — $ ( 696 ) $ ( 15 ) State — — — — ( 696 ) ( 15 ) Deferred income taxes: Federal — — 67,516 State — — ( 2,601 ) — — 64,915 Total $ — $ ( 696 ) $ 64,900 The total income tax provision (benefit) differs from the amounts computed by applying the U.S. statutory income tax rate to net income (loss) before income taxes. A reconciliation of the tax on the Company’s net income (loss) before income taxes and total tax expense (benefit) is shown below: Year Ended December 31, 2021 2020 2019 (In thousands) Income tax expense (benefit) at U.S. statutory rate $ 20,836 $ 17,008 $ ( 265,192 ) Income tax expense (benefit) attributable to Apache limited partner ( 15,932 ) ( 12,892 ) 205,844 Income tax benefit attributable to Preferred Unit limited partners ( 7,833 ) ( 3,676 ) ( 1,879 ) State tax benefit (1) — — ( 2,610 ) CARES Act tax impact — ( 266 ) — Valuation allowance (1) 3,068 ( 620 ) 130,988 Warrant valuation adjustment ( 139 ) ( 252 ) ( 2,348 ) All other, net — 2 97 Income tax expense (benefit) $ — $ ( 696 ) $ 64,900 (1) The change in state valuation allowance is included as a component of state income tax. F-33 The net deferred tax assets reflect the tax impact of temporary differences between the asset and liability amounts carried on the balance sheet under U.S. GAAP and amounts utilized for income tax purposes. The net deferred tax assets consist of the following: December 31, 2021 2020 (In thousands) Deferred tax assets: Investment in partnership $ 88,054 $ 92,881 Asset retirement obligation 512 480 Net operating losses 44,437 37,675 Property, plant, and equipment 3,358 4,471 Total deferred tax assets 136,361 135,507 Valuation allowance ( 135,263 ) ( 133,077 ) Net deferred tax assets 1,098 2,430 Deferred tax liabilities: Other 1,098 2,430 Net deferred tax assets $ — $ — In 2021, the Company recorded an increase in valuation allowance against its net deferred tax asset. The Company has assessed the future potential to realize these deferred tax assets and has concluded that it is more likely than not that these deferred tax assets will not be realized. The Company reconciles its effective tax rate to its net income (loss) before income taxes. This includes net income (loss) before income taxes attributable to both the controlling and noncontrolling interests. As such, the Company’s effective tax rate includes adjustments to remove income (loss) attributed to the noncontrolling interests. In 2021, 2020, and 2019, the Company recorded tax benefit adjustments of $ 15.9 million and $ 12.9 million and a tax expense adjustment of $ 205.8 million, respectively, associated with income and losses allocated to Apache. On March 27, 2020, the President signed into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act) in response to the COVID-19 pandemic. Under the CARES Act, 100 percent of net operating losses arising in tax years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five preceding tax years of such loss. For the year ended December 31, 2020, the Company recorded a current income tax benefit of $ 0.7 million associated with a net operating loss carryback claim. In the first quarter of 2020, the Company early adopted ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The Company’s adoption of ASU 2019-12 did not result in a material impact on the consolidated financial statements. On June 12, 2019, Altus Midstream issued and sold the Preferred Units in a private offering. Concurrently, the Preferred Units were established as a new class of partnership unit representing limited partner interests in Altus Midstream pursuant to the terms of the Amended LPA, and the purchasers were admitted as limited partners of Altus Midstream. In 2021, 2020 and 2019, the Company recorded a tax benefit adjustment of $ 7.8 million, $ 3.7 million, and $ 1.9 million, respectively, associated with income allocated to the noncontrolling Preferred Unit limited partners of Altus Midstream. For further details on the terms of the Preferred Units and the rights of the holders thereof, refer to Note 11—Series A Cumulative Redeemable Preferred Units . Altus is also subject to the Texas margin tax. Unlike federal income taxes, the Texas margin regime assesses tax on corporations, limited liability companies, limited partnerships, and disregarded entities. As such, the Company records deferred tax assets and liabilities for Texas margin tax based on the differences between the financial statement carrying value and tax basis of assets and liabilities on the balance sheet. The Texas margin tax associated with Apache's share of the liability is recorded as a component of the noncontrolling interest. The Company has a federal net operating loss carryforward of $ 211.6 million, which has an indefinite carryforward period. The Company has recorded a full valuation allowance against the federal net operating loss because it is more likely than not that this attribute will not be realized. F-34 On January 14, 2022, a direct exchange by the Company and Apache Midstream LLC was effectuated under the Amended LPA, pursuant to which the Company succeeded to Apache’s 12,500,000 Common Units, issued an additional 12,500,000 shares of Class A Common Stock to Apache, and cancelled Apache’s 12,500,000 shares of Class C Common Stock (as further discussed in Note 10—Equity and Warrants ). For federal income tax purposes, the Company is deemed to have acquired 12,500,000 Common Units and as a result, the tax basis of the assets held by Altus Midstream LP was increased to the market value of Class A Common Stock on the exchange date. The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes,” which prescribes a minimum recognition threshold a tax position must meet before being recognized in the financial statements. Tax positions generally refer to a position taken in a previously filed income tax return or expected to be included in a tax return to be filed in the future that is reflected in the measurement of current and deferred income tax assets and liabilities. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: December 31, 2021 2020 2019 (In thousands) Balance at beginning of year $ 4,613 $ 2,057 $ — Additions based on tax positions related to the prior year — — — Additions based on tax positions related to the current year 1,622 2,556 2,057 Reductions for tax positions of prior years — — — Balance at end of year $ 6,235 $ 4,613 $ 2,057 The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. Each quarter the Company assesses the amounts provided for and, as a result, may increase (expense) or reduce (benefit) the amount of interest and penalties. The Company has recorded no interest or penalties associated with its unrecognized tax benefit. Uncertain tax positions may change in the next twelve months; however, the Company does not expect any possible change to have a significant impact on the results of operations or financial position. If incurred, Altus will record income tax interest and penalties as a component of income tax expense. The contributor of Altus Midstream LP’s operating assets, Apache Corporation, is currently under IRS audit for the 2014 through 2017 tax years. F-35 13. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is calculated by dividing net income (loss) attributable to Class A common shareholders by the weighted average number of shares of Class A Common Stock outstanding during the period. Class C Common Stock is excluded from the weighted average shares outstanding for the calculation of basic net income (loss) per share, as holders of Class C Common Stock are not entitled to any dividends or liquidating distributions. The Company uses the “if-converted method” to determine the potential dilutive effect of (i) an assumed exchange of outstanding Common Units of Altus Midstream (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) for shares of Class A Common Stock, and (ii) an assumed exchange of the outstanding Preferred Units of Altus Midstream for shares of Class A Common Stock. The treasury stock method is used to determine the potential dilutive effect of its outstanding warrants. The dilutive effect of any earn-out consideration payable in shares is only included in periods for which the underlying conditions for the issuance are met. The computation of basic and diluted net income (loss) per share for the periods presented in the consolidated financial statements is shown in the table below. For the Year Ended December 31, 2021 2020 2019 Loss Shares Per Share Income Shares Per Share Loss Shares (3) Per Share (In thousands, except per share data) Basic: Net income (loss) attributable to Class A common shareholders $ ( 13,944 ) 3,746 $ ( 3.72 ) $ 2,791 3,746 $ 0.75 $ ( 358,490 ) 3,746 $ ( 95.70 ) Effect of dilutive securities: Redeemable noncontrolling interest — Apache limited partner $ ( 48,741 ) 12,500 $ 2,987 12,500 $ — — Diluted (1)(2) : Net income (loss) attributable to Class A common shareholders $ ( 62,685 ) 16,246 $ ( 3.86 ) $ 5,778 16,246 $ 0.36 $ ( 358,490 ) 3,746 $ ( 95.70 ) (1) The effect of an assumed exchange of outstanding Common Units of Altus Midstream (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for the year ended December 31, 2019. (2) The effect of an assumed exchange of the outstanding Preferred Units of Altus Midstream for shares of Class A Common Stock would have been anti-dilutive for all periods presented in which the Preferred Units were outstanding. (3) Share and per share amounts have been retroactively restated to reflect the Company’s reverse stock split, which was effected June 30, 2020. Refer to Note 10—Equity and Warrants for further information. The diluted earnings per share calculation excludes the effects of the outstanding warrants of the Company to purchase an aggregate 947,082 shares of Class A Common Stock, since the associated impacts would have been anti-dilutive for all periods presented. Earn-out consideration granting Apache the right to receive additional shares of Class A Common Stock is also not included in the earnings per share calculation above, as the conditions for issuance were not satisfied as of the year ended December 31, 2021. Further discussion of the Company’s outstanding common stock, warrants, and earn-out consideration as well as any applicable redemption rights is provided in Note 10—Equity and Warrants . Further discussion of the Preferred Units and associated embedded features can be found in Note 11—Series A Cumulative Redeemable Preferred Units and Note 14—Fair Value Measurements , respectively. F-36 14. FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities measured at fair value on a recurring basis consist of: cash and cash equivalents; revenue receivables; accounts receivable from/payable to Apache, the Company’s warrant liability, and an embedded derivative liability related to the issuance of Preferred Units. This embedded derivative liability is recorded on the Company’s consolidated balance sheet at fair value. The carrying amounts reported on the consolidated balance sheet for the Company’s remaining financial assets and liabilities approximate fair value due to their short-term nature. The carrying amount of Altus Midstream’s revolving credit facility approximates fair value because the interest rate is variable and reflective of market rates. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the years ended December 31, 2021 or 2020. The Company bifurcated and recognized the embedded derivative associated with the Preferred Units related to the exchange option provided to the Preferred Unit holders under the terms of the Amended LPA. The valuation of the embedded derivative (using an income approach) was based on a range of factors including expected future interest rates using the Black-Karasinski model, the Company’s imputed interest rate, interest rate volatility, the expected timing of periodic cash distributions, any anticipated early redemptions of the Preferred Units, the estimated timing for the potential exercise of the exchange option, and anticipated dividend yields of the Preferred Units. The Company recorded an unrealized gain of $ 82.1 million and unrealized losses of $ 36.1 million and $ 8.5 million for the years ended December 31, 2021, 2020 and 2019, respectively, which are recorded in “Unrealized derivative instrument loss” in the consolidated statement of operations. Altus has classified these recurring fair value measurements as Level 3 in the fair value hierarchy. As of the December 31, 2021 valuation date, the Company used the forward B-rated Energy Bond Yield curve to develop the following key unobservable inputs used to value this embedded derivative: Quantitative Information About Level 3 Fair Value Measurements Fair Value at December 31, 2021 Valuation Technique Significant Unobservable Inputs Range/Value (In thousands) Preferred Units Embedded Derivative $ 56,895 Option Model Altus Midstream Company’s Imputed Interest Rate 5.54 - 11.21 % Interest Rate Volatility 40.08 % In addition, no early redemptions of the Preferred Units were assumed for the December 31, 2020 valuation. As a result of the announced BCP Business Combination and associated publicly filed information, the December 31, 2021 valuation assumed 250,000 Preferred Units would be redeemed before the Preferred Unit holders had the right to exercise their exchange option. This early redemption assumption significantly reduced the value of the derivative liability year over year. A one percent increase in the imputed interest rate assumption would significantly increase the value of the embedded derivative liability at December 31, 2021, while a one percent decrease would lead to a similar decrease in value as of December 31, 2021. The assumed expected timing until exercise of the exchange option at December 31, 2021 was 4.45 years. The Company has additional embedded derivatives in the Preferred Units related to the exchange option and redemption features that are accounted for separately from the Preferred Units. Level 3 valuations of the embedded derivatives are based on a range of factors including the likelihood of the event occurring, and these factors are assessed quarterly. There was no value associated with these additional identified embedded derivatives for any applicable period presented. The fair value of the Company’s warrant liability was insignificant as of December 31, 2021 and 2020. F-37