KINETIK HOLDINGS INC., 10-K filed on 3/7/2023
Annual Report
v3.22.4
Cover - USD ($)
 12 Months Ended
Dec. 31, 2022
Feb. 28, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-38048    
Entity Registrant Name KINETIK HOLDINGS INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 81-4675947    
Entity Address, Address Line One 2700 Post Oak Boulevard, Suite 300    
Entity Address, City or Town Houston,    
Entity Address, State or Province TX    
Entity Address, Postal Zip Code 77056-4400    
City Area Code 713    
Local Phone Number 621-7330    
Title of 12(b) Security Class A common stock, $0.0001 par value    
Trading Symbol KNTK    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 564,554,574
Documents Incorporated by Reference Documents Incorporated By Reference Portions of registrant’s proxy statement relating to registrant’s 2023 annual meeting of stockholders have been incorporated by reference in Part III of this Annual Report on Form 10-K.    
Amendment Flag false    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001692787    
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   48,954,863  
Class C Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   94,089,038  
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Firm ID 185
Auditor Name KPMG LLP
Auditor Location Houston, Texas
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Operating revenues:      
Total operating revenues [1] $ 1,213,490,000 $ 662,044,000 $ 410,176,000
Operating costs and expenses:      
Costs of sales (exclusive of depreciation and amortization shown separately below) [2] 541,518,000 233,619,000 65,053,000
Operating expenses 137,289,000 90,894,000 93,704,000
Ad valorem taxes 16,970,000 11,512,000 10,985,000
General and administrative expenses 94,268,000 28,588,000 22,917,000
Depreciation and amortization expenses 260,345,000 243,558,000 223,763,000
Loss on disposal of assets 12,611,000 382,000 3,454,000
Goodwill impairment 0 0 1,010,773,000
Total operating costs and expenses 1,063,001,000 608,553,000 1,430,649,000
Operating income 150,489,000 53,491,000 (1,020,473,000)
Other income (expense):      
Interest and other income 489,000 4,143,000 608,000
Gain on redemption of mandatorily redeemable Preferred Units 9,580,000 0 0
Gain (loss) on debt extinguishment (27,975,000) 4,000 868,000
Gain on embedded derivative 89,050,000 0 0
Interest expense (149,252,000) (117,365,000) (135,516,000)
Equity in earnings (losses) of unconsolidated affiliates 180,956,000 63,074,000 (308,000)
Total other income (expense), net 102,848,000 (50,144,000) (134,348,000)
Income (loss) before income taxes 253,337,000 3,347,000 (1,154,821,000)
Income tax expense 2,616,000 1,865,000 968,000
Net income (loss) including noncontrolling interest 250,721,000 1,482,000 (1,155,789,000)
Net income attributable to Preferred Unit limited partners 115,203,000 0 0
Net income (loss) attributable to common shareholders 135,518,000 1,482,000 (1,155,789,000)
Net income (loss) attributable to Common Unit limited partners 94,783,000 1,482,000 (1,155,789,000)
Net income attributable to Class A Common Stock Shareholders $ 40,735,000 $ 0 $ 0
Net income attributable to Class A Common Shareholders per share      
Basic (in USD per share) $ 1.48 $ 0 $ 0
Diluted (in USD per share) $ 1.48 $ 0 $ 0
Weighted-average shares      
Basic (in shares) [3] 41,326 0 0
Diluted (in shares) [3] 41,361 0 0
Service revenue      
Operating revenues:      
Total operating revenues $ 393,954,000 $ 272,677,000 $ 272,829,000
Product revenue      
Operating revenues:      
Total operating revenues 806,353,000 385,622,000 135,330,000
Other revenue      
Operating revenues:      
Total operating revenues $ 13,183,000 $ 3,745,000 $ 2,017,000
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
[2] Includes amounts of $39.3 million, $62.9 million, and $37.1 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
[3] Share and per share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. Refer to Note—11 Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Total operating revenues [1] $ 1,213,490 $ 662,044 $ 410,176
Costs of sales (exclusive of depreciation and amortization shown separately below) [2] 541,518 233,619 65,053
Affiliated Entity      
Total operating revenues 107,662 7,300 13,300
Costs of sales (exclusive of depreciation and amortization shown separately below) $ 39,304 $ 62,900 $ 37,100
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
[2] Includes amounts of $39.3 million, $62.9 million, and $37.1 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
CONSOLIDATED BALANCE SHEET - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
CURRENT ASSETS:    
Cash and cash equivalents $ 6,394 $ 18,729
Accounts receivable, net of allowance for credit losses of $1,000 in 2022 and 2021 [1] 204,036 178,107
Derivative assets 6,963 0
Prepaid and other current assets 24,474 20,683
Current assets 241,867 217,519
NONCURRENT ASSETS:    
Property, plant and equipment, net 2,535,212 1,839,279
Intangible assets, net 695,389 786,049
Operating lease right-of-use assets 28,551 61,562
Deferred charges and other assets 32,275 22,320
Investment in unconsolidated affiliate 2,381,340 626,477
Goodwill 5,077 0
Noncurrent assets 5,677,844 3,335,687
Total assets 5,919,711 3,553,206
CURRENT LIABILITIES:    
Accounts payable 17,899 12,220
Accrued expenses 173,914 135,643
Derivative liabilities 5,718 2,667
Current portion of operating lease liabilities 22,810 31,776
Current portion of long-term debt, net 0 54,280
Other current liabilities 7,487 4,339
Current liabilities 227,828 240,925
NONCURRENT LIABILITIES    
Long term debt, net 3,368,510 2,253,422
Contract liabilities 22,693 11,674
Operating lease liabilities 6,023 29,889
Derivative liabilities 8,328 200
Other liabilities 2,677 2,219
Contingent liabilities 0 839
Deferred tax liabilities 11,018 7,190
Noncurrent liabilities 3,419,249 2,305,433
Total liabilities 3,647,077 2,546,358
COMMITMENTS AND CONTINGENCIES (Note 18)
Redeemable noncontrolling interest — Common Unit limited partners 3,112,409 1,006,838
EQUITY:    
Additional paid-in capital 118,840 0
Accumulated deficit (958,629) 0
Total equity (839,775) 10
Total liabilities, noncontrolling interests, and equity 5,919,711 3,553,206
Class A Common Stock    
EQUITY:    
Common stock [2] 5 0
Class C Common Stock    
EQUITY:    
Common stock [2] $ 9 $ 10
[1] Includes amounts of $17.6 million and nil associated with related parties as of December 31, 2022 and 2021, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
[2] Share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accounts receivable, allowance for credit losses $ 1,000 $ 1,000
Affiliated Entity | Apache Midstream and Titus    
Related Party Transaction [Line Items]    
Accounts receivable from affiliates $ 17,600 $ 0
Class A Common Stock    
Common stock, par value (in USD per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 1,500,000,000 1,500,000,000
Common stock, shares issued (in shares) 45,679,447 0
Common stock, shares outstanding (in shares) 45,679,447 0
Class C Common Stock    
Common stock, par value (in USD per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 1,500,000,000 1,500,000,000
Common stock, shares issued (in shares) 94,270,000 100,000,000
Common stock, shares outstanding (in shares) 94,270,000 100,000,000
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) including noncontrolling interests $ 250,721,000 $ 1,482,000 $ (1,155,789,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization expenses 260,345,000 243,558,000 223,763,000
Amortization of deferred financing costs 9,569,000 13,369,000 11,917,000
Amortization of contract costs 1,807,000 1,792,000 1,805,000
Contingent liabilities remeasurement (839,000) (661,000) (2,668,000)
Distributions from unconsolidated affiliate 256,764,000 68,335,000 0
Derivatives settlement 10,667,000 (19,422,000) (7,810,000)
Derivative fair value adjustment (95,501,000) 12,482,000 17,311,000
Warrants fair value adjustment (133,000) 0 0
Gain on redemption of mandatorily redeemable Preferred Units (9,580,000) 0 0
Loss on disposal of assets 12,611,000 382,000 3,454,000
Equity in (earnings) losses from unconsolidated affiliates (180,956,000) (63,074,000) 308,000
Loss (gain) on debt extinguishment 27,975,000 (4,000) (868,000)
Share-based compensation 42,780,000 0 0
Deferred income taxes 2,094,000 1,865,000 968,000
Goodwill impairment 0 0 1,010,773,000
Changes in operating assets and liabilities:      
Accounts receivable (8,329,000) (88,487,000) (7,293,000)
Other assets (4,242,000) (11,476,000) (6,561,000)
Accounts payable (1,598,000) (2,721,000) 4,228,000
Accrued liabilities 38,672,000 77,363,000 9,241,000
Operating leases 179,000 786,000 (683,000)
Net cash provided by operating activities 613,006,000 235,569,000 102,096,000
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property, plant and equipment expenditures (206,160,000) (78,030,000) (181,423,000)
Intangible assets expenditures (15,419,000) (4,682,000) (17,631,000)
Investments in unconsolidated affiliate 78,171,000 20,522,000  
Cash proceeds from disposals 219,000 3,613,000 0
Net cash acquired in acquisition 13,401,000 0 0
Net cash used in investing activities (286,130,000) (99,621,000) (505,586,000)
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from issuance of long-term debt 3,000,000,000 30,189,000 134,351,000
Principal payments on long-term debt (2,294,130,000) (96,548,000) (25,862,000)
Payments on debt issuance cost (37,009,000) (3,152,000) (576,000)
Proceeds from revolver 565,000,000 38,500,000 241,250,000
Payments on revolver (879,000,000) (69,500,000) (178,000,000)
Redemption of mandatorily redeemable Preferred Units (183,297,000) 0 0
Redemption, including PIK units (461,460,000) 0 0
Distributions paid to mandatorily redeemable Preferred Unit holders (1,850,000) 0 0
Distributions paid to redeemable noncontrolling interest Preferred Unit limited partners (6,937,000) 0 0
Cash dividends paid to Class A Common Stock shareholders (39,298,000) 0 0
Consideration payable from acquisition 0 0 (79,304,000)
Distribution paid to Class C Common Unit limited partners (1,230,000) (51,189,000) 0
Equity contributions 0 14,890,000 280,915,000
Net cash (used in) provided by financing activities (339,211,000) (136,810,000) 372,774,000
Net change in cash (12,335,000) (862,000) (30,716,000)
CASH, BEGINNING OF PERIOD 18,729,000 19,591,000 50,307,000
CASH, END OF PERIOD 6,394,000 18,729,000 19,591,000
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES      
Cash paid for interest, net of amounts capitalized 120,270,000 108,392,000 104,678,000
Property and equipment and intangible accruals in accounts payable and accrued liabilities 17,274,000 8,527,000 7,125,000
Lease assets obtained in exchange for lease liabilities 7,059,000 43,580,000 16,991,000
Class A Common Stock issued through dividend and distribution reinvestment plan 263,285,000 0 0
Restructuring Cost and Reserve [Line Items]      
Class A Common Stock issued in exchange 1,013,745,000    
ALTM liabilities and mezzanine equity assumed 1,430,705,000 0 0
Altus Midstream LP      
Restructuring Cost and Reserve [Line Items]      
Fair value of ALTM assets acquired 2,444,450,000 0 0
Class A Common Stock issued in exchange $ 1,013,745,000 $ 0 $ 0
v3.22.4
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS - USD ($)
$ in Thousands
Total
Preferred Unit limited partners
Apache limited partner
Class A Common Stock
Class C Common Stock
Common Stock
Class A Common Stock
Common Stock
Class C Common Stock
Additional Paid-in Capital
Accumulated Deficit
Beginning balance at Dec. 31, 2019   $ 0 [1] $ 1,916,530            
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Contribution     280,914            
Net income (loss)     (1,155,789)            
Ending balance at Dec. 31, 2020   0 [1] 1,041,655            
Beginning balance (in shares) at Dec. 31, 2019 [2]           0 91,929,000    
Beginning balance at Dec. 31, 2019 $ 9         $ 0 $ 9 $ 0 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Contribution (in shares) [2]             9,269,000    
Contribution 1           $ 1    
Excess of carrying amount over Preferred Units redemption price 0                
Net (loss) income 0               0
Ending balance (in shares) at Dec. 31, 2020 [2]           0 101,198,000    
Ending balance at Dec. 31, 2020 10         $ 0 $ 10 0 0
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Contribution     14,890            
Distributions paid to Class Unit limited partners     (51,189)            
Net income (loss)     1,482            
Ending balance at Dec. 31, 2021   0 [1] 1,006,838            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Contribution (in shares) [2]             491,000    
Contribution 0           $ 0    
Distributions paid to Class Unit limited partners (in shares) [2]             (1,689,000)    
Distributions paid to Class Unit limited partners 0           $ 0    
Excess of carrying amount over Preferred Units redemption price 0                
Net (loss) income 0               0
Ending balance (in shares) at Dec. 31, 2021       0 100,000,000 0 [2] 100,000,000 [2]    
Ending balance at Dec. 31, 2021 10         $ 0 $ 10 0 0
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Distributions paid to Class Unit limited partners     (212,430)            
ALTM acquisition [1]   462,717              
Distributions paid to Preferred Unit limited partners [1]   (6,937)              
Redemption of Stock Units   (461,460) (179,323)            
Excess of carrying amount over redemption price   (109,523) 76,623            
Net income (loss)   115,203 [1] 94,783            
Change in redemption value of noncontrolling interests     2,325,918            
Ending balance at Dec. 31, 2022   $ 0 [1] $ 3,112,409            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
ALTM acquisition (in shares) [2]           32,493,000      
ALTM acquisition 1,013,745         $ 3   1,013,742  
Redemption of Common Units (in shares) [2]           5,730,000 (5,730,000)    
Redemption of Common Units 179,323         $ 1 $ (1) 179,323  
Excess of carrying amount over Preferred Units redemption price 32,900               32,900
Issuance of common stock through dividend and distribution reinvestment plan (in shares) [2]           7,452,000      
Issuance of common stock through dividend and distribution reinvestment plan 263,285         $ 1   263,284  
Share-based compensation (in shares) [2]           4,000      
Share-based compensation 42,780             42,780  
Step up in tax basis for Common Unit conversion 297             297  
Remeasurement of contingent consideration 4,451             4,451  
Net (loss) income 40,735               40,735
Change in redemption value of noncontrolling interests (2,325,918)             (1,385,037) (940,881)
Cash dividends on Class A Common Stock ($2.25 per share) (91,383)               (91,383)
Ending balance (in shares) at Dec. 31, 2022       45,679,447 94,270,000 45,679,000 [2] 94,270,000 [2]    
Ending balance at Dec. 31, 2022 $ (839,775)         $ 5 $ 9 $ 118,840 $ (958,629)
[1] Certain redemption features embedded within the Preferred Units require bifurcation and measurement at fair value. For further detail, refer to Note 12—Series A Cumulative Redeemable Preferred Units in the Notes to the Consolidated Financial Statements in this Form 10-K.
[2] Share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (Parenthetical)
 12 Months Ended
Dec. 31, 2022
$ / shares
Class A Common Stock  
Cash dividends (in USD per share) $ 2.25
v3.22.4
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
The Transaction
On February 22, 2022 (the “Closing Date”), Kinetik Holdings Inc., a Delaware corporation (formerly known as Altus Midstream Company), consummated the previously announced business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021 (the “Contribution Agreement”), by and among the Company, Altus Midstream LP (now known as Kinetik Holdings LP), a Delaware limited partnership and subsidiary of Altus Midstream Company (the “Partnership”), New BCP Raptor Holdco, LLC, a Delaware limited liability company (“Contributor”), and BCP Raptor Holdco, LP, a Delaware limited partnership (“BCP”). The transactions contemplated by the Contribution Agreement are referred to herein as the “Transaction.”
Pursuant to the Contribution Agreement, in connection with the closing of the Transaction (the “Closing”), (i) Contributor contributed all of the equity interests of BCP and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of BCP (“BCP GP” and, together with BCP, the “Contributed Entities”), to the Partnership; and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 common units representing limited partner interests in the Partnership (“Common Units”) and 50,000,000 shares of the Company’s Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”).
The Company’s stockholders immediately prior to the Closing continued to hold their shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock,” and together with the Company’s Class C Common Stock, “Common Stock”). As a result of the Transaction, immediately following the Closing (i) Contributor held approximately 75% of the issued and outstanding Common Stock, (ii) Apache Midstream LLC, a Delaware limited liability company (“Apache Midstream”), held approximately 20% of the issued and outstanding Common Stock, and (iii) the Company’s remaining stockholders held approximately 5% of the issued and outstanding Common Stock.
The Company completed a two-for-one Stock Split in the form of a stock dividend on June 8, 2022. All corresponding per-share and share amounts for periods prior to June 8, 2022 have been retrospectively restated elsewhere in this Form 10-K to reflect the two-for-one Stock Split. However, the number of Common Units and shares of Class C Common Stock described in this Form 10-K in relation to the Transaction are presented at pre-Stock-Split amounts to be consistent with our previous public filings and the terms of the Contribution Agreement.
In connection with the Closing, the Company changed its name from “Altus Midstream Company” (“ALTM”) to “Kinetik Holdings Inc.” Unless the context otherwise requires, “ALTM” refers to the registrant prior to the Closing and “we,” “us,” “our,” and the “Company” refer to Kinetik Holdings Inc., the registrant and its subsidiaries following the Closing.
Organization
BCP was formed on April 25, 2017 as a Delaware limited partnership to acquire and develop midstream oil and gas assets. BCP’s primary operating subsidiaries were EagleClaw Midstream Ventures, LLC (“EagleClaw”) and CR Permian Holdings, LLC (“CR Permian”). Both subsidiaries were formed to design, engineer, install, own and operate facilities and provide services for produced natural gas gathering, compression, processing, treating and dehydration, and condensate separation, stabilization, and storage, crude oil gathering and storage, water gathering and disposal assets.
ALTM was originally incorporated on December 12, 2016 in Delaware under the name Kayne Anderson Acquisition Corp. (“KAAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. KAAC completed its initial public offering in the second quarter of 2017. On August 3, 2018, Altus Midstream LP was formed in Delaware as a limited partnership and wholly-owned subsidiary of KAAC and entered into a contribution agreement with certain affiliates of Apache Corporation (“Apache” and such affiliates the “Altus Midstream Entities”), formed by Apache between May 2016 and January 2017, for the purpose of acquiring, developing, and operating midstream oil and gas assets in the Alpine High resource play and surrounding areas (“Alpine High”). On November 9, 2018, KAAC acquired all equity interests of the Altus Midstream Entities and changed its name to Altus Midstream Company.
On February 22, 2022, upon the Closing, BCP and its subsidiaries became wholly owned subsidiaries of the Partnership. The Transaction was accounted for as a reverse merger pursuant to ASC 805 Business Combination (“ASC 805”). Refer to Note 3—Business Combination in the Notes to our Consolidated Financial Statements for further information.
Nature of Operations
Through its consolidated subsidiaries, the Company provides comprehensive gathering, water disposal, transportation, compression, processing and treating services necessary to bring natural gas, natural gas liquids (“NGL” or “NGLs”) and crude oil to market. Additionally, the Company owns an NGL pipeline and equity interests in four separate Permian Basin pipeline entities that have access to various markets along the Texas Gulf Coast.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations have been made and are of a recurring nature unless otherwise disclosed herein. All intercompany balances and transactions have been eliminated in consolidation.
Prior to the Closing, the Company’s financial statements that were filed with the Securities and Exchange Commission (“SEC”) were derived from ALTM’s accounting records. As the Transaction was determined to be a reverse merger, BCP was considered the accounting acquirer and ALTM was the legal acquirer. The accompanying Consolidated Financial Statements herein include (1) BCP’s net assets carried at historical value, (2) BCP’s historical results of operations prior to the Transaction, (3) the ALTM’s net assets carried at fair value as of the Closing Date and (4) the combined results of operations with the Company’s results presented within the Consolidated Financial Statements from February 22, 2022 going forward. Refer to Note 3—Business Combination to our Consolidated Financial Statements in this Form 10-K for further information.
The Company completed a two-for-one Stock Split on June 8, 2022. All corresponding per-share and share amounts for periods prior to June 8, 2022 have been retrospectively restated in this Form 10-K to reflect the two-for-one Stock Split, except for the number of Common Units and shares of Class C Common Stock described above in relation to the Transaction, which are presented at pre-Stock-Split amounts. This presentation election is consistent with our previous public filings and the terms of the Contribution Agreement.
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 consolidated 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 Consolidated Financial Statements, and changes in these estimates are recorded when known. Significant items subject to such estimates and assumptions include the valuation of enterprise value, assets acquired and liabilities assumed in a business combination, derivatives, tangible and intangible assets and impairment of long-lived assets and equity method investments.
Segment Information
The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is the CODM. The Company has determined it has two operating segments: (1) Midstream Logistics and (2) Pipeline Transportation.
Revenue Recognition
We provide gathering, processing, and disposal services and we sell commodities (including condensate, natural gas, and NGLs) under various contracts.
The Company recognizes revenue in accordance with the provisions of FASB Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”). We recognize revenues for services and products under revenue contracts as our obligations to perform services or deliver/sell products under the contracts are satisfied. A contract’s transaction price is allocated to each performance obligation in the contract and recognized as revenue when, or as, the performance obligation is satisfied. These contracts include:
a.Fee-based arrangements – Under fee-based contract arrangements, the Company provides gathering, processing and disposal services to producers and earns a net margin based on volumes. While transactions vary in form, the essential element of each transaction is the use of the Company’s assets to transport a product or provide a processed product to an end-user at the tailgate of the plant or pipeline. This revenue stream is generally directly related to the volume of water, natural gas, crude oil, NGLs, and condensate that flows through the Company’s systems and facilities and is not normally dependent on commodity prices. The Company primarily acts as an agent under these contracts selling the underlying commodities on behalf of the producer and remitting back to the producer the net proceeds. These such sales and remitted proceeds are presented net within revenue. However, in certain instances, the Company acts as the principal for processed residue gas and NGLs by purchasing them from the associated producer at the tailgate of the plant at index prices. This purchase and the associated 3rd party sale are presented gross within revenues and cost of sales.
b.Percent-of-proceeds arrangements – Under percentage-of-proceeds based contract arrangements, the Company will gather and process natural gas on behalf of producers and sell the outputs, including residue gas, NGLs and condensate at market prices. The Company remits an agreed-upon percentage of proceeds to the producer based on the market price received from 3rd parties or the index price defined in the contract. Under these arrangements, revenue is recognized net of the agreed-upon proceeds remitted to producers when the Company acts as an agent of the producer for the associated 3rd party sale. However, in certain instances the Company acts as the principal for processed residue gas and NGLs by purchasing these volumes from the associated producer at the tailgate of the plant at index prices. This purchase and the associated 3rd party sale are presented gross within revenues and cost of sales.
c.Percent-of-products arrangements – Under percent-of-products based contract arrangements, the Company will gather and process natural gas on behalf of producers. As partial compensation for services, the producer assigns to the Company, for no additional consideration, all right, title and interest to a set percentage, as defined in the contract, of the processed residue volumes. The Company recognizes the fair value of these products as revenue when the associated performance obligation has been met.
d.Product sales contracts – Under these contracts, we sell natural gas, NGLs or condensate to third parties. These sales are presented gross within revenues and cost of sales or net within revenues depending on whether the Company acts as the agent or the principal in the sale transaction as discussed above.
Our fee-based service contracts primarily have a single performance obligation to deliver a series of distinct goods or services that are substantially the same and have the same pattern of transfer to our producers. For performance obligations associated with these contracts, we recognize revenues over time utilizing the output method based on the actual volumes of products delivered/sold or services performed, because the single performance obligation is satisfied over time using the same performance measure of progress toward satisfaction of the performance obligation. The transaction price under our fee-based service contracts includes variable consideration that varies primarily based on actual volumes that are delivered under the contracts. Because the variable consideration specifically relates to our efforts to transfer the services and/or products under the contracts, we allocate the variable consideration entirely to the distinct service utilizing the allocation exception guidance under Topic 606, and accordingly recognize the variable consideration as revenues at the time the good or service is transferred to the producer.
We recognize revenues at a point in time for performance obligations associated with percent-of-proceeds contract elements, percent-of-products contract elements and product sale contracts, and these revenues are recognized because control of the underlying product is transferred to the customer or producer when the distinct good is provided to the customer or producer.
The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires judgments and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our producers or customers. Actual results can vary from those judgments and assumptions.
Minimum Volume Commitments
The Company has certain agreements that provide for quarterly or annual minimum volume commitments (“MVCs”). Under these MVCs, our producers agree to ship and/or process a minimum volume of production on our gathering and processing systems or to pay a minimum monetary amount over certain periods during the term of the MVC. A producer must make a shortfall payment to us at the end of the contracted measurement period if its actual throughput volumes are less than its contractual MVC for that period. None of the Company’s MVC provisions allow for producers to make up past deficient volumes in a future period. However, certain MVC provisions allow producers to carryforward volumes delivered in excess of a current period MVC to future periods. The Company recognizes revenue associated with MVCs when a counterparty has not met the contractual MVC at the completion of the measurement period for the specific commitment or we determine that the counterparty cannot meet the contractual MVC by the end of the contracted measurement period.
Disaggregation of Revenue
The Company disaggregates revenue into categories that depict the nature, amount, and timing of revenue and cash flows based on differing economic risk profiles for each category. In concluding such disaggregation, the Company evaluated the nature of the products and services, consumer markets, sales terms, and sales channels which have similar characteristics such that the level of disaggregation provides an understanding of the Company’s business activities and historical performance. The level of disaggregation is evaluated annually and as appropriate for changes to the Company or its business, either from internal growth, acquisitions, divestitures, or otherwise. See Note 4—Revenue Recognition in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
Concentration Risk
All operations and efforts of the Company are focused in the oil and gas industry and are subject to the related risks of the industry. The Company’s assets are located in the Delaware Basin. Demand for the Company’s products and services may be influenced by various regional and global factors and may impact the value of the projects the Company is developing.
The Company’s concentration of customers may impact its overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in the economy or other conditions. The Company’s operations involve a variety of counterparties, both investment grade and non-investment grade. The Company analyzes the counterparties’ financial condition prior to entering into an agreement, establishes credit limits and monitors the appropriateness of these limits on an ongoing basis within approved tolerances, with the primary focus on published credit ratings when available and inherent liquidity metrics to mitigate credit risk. Typically, through our customer contracts, the Company takes title to the rich gas and associated plant products (NGLs and residue gas). As such, the inherent risk with these types of contracts is mitigated as the Company receives funds for the disposition and sale of such products from downstream counterparties that are large investment grade entities and is able to deduct all fees owed to it by its customers and associated costs before remitting the balance of any funds back to the relevant customer. For those few counterparties’ that retain ownership of their plant products, the Company attempts to minimize credit risk exposure through its credit policies and monitoring procedures as well as through customer deposits, and letters of credit. The Company manages trade credit risk to mitigate credit losses and exposure to uncollectible trade receivables and generally receivables are collected within 30 days. Below is a summary of operating revenue by major customers that individually exceeded 10% of consolidated operating revenue:
For the Year Ended December 31,
202220212020
(In thousands)
Customer 1$326,899 $184,967 $71,681 
Customer 293,286 111,742 29,512 
Customer 375,188 59,301 55,573 
Customer 440,187 43,599 52,149 
Customer 5211,093 34,362 9,505 
Others466,837 228,073 191,756 
Consolidated Operating Revenue$1,213,490 $662,044 $410,176 
As of December 31, 2022 and 2021, approximately 58% and 72%, respectively, of accounts receivable were derived from the above customers. All operating revenue derived from above customers are included in the Midstream Logistics segment.
Major Producers are defined as our producers who we gather natural gas, crude and/or produced water and process gas and dispose of produced water from and account for 10% or more of our cost of sales as presented in the consolidated financial statements. For the year ended December 31, 2022, approximately 87% of the Company’s cost of sales were derived from five producers. For the year ended December 31, 2021, approximately 92% of the Company’s cost of sales were derived from five producers. For the year ended December 31, 2020, approximately 76% of the Company’s cost of sales were derived from three producers. This concentration of producers may impact the Company's overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in the economy or other conditions. We do not believe that a loss of revenues from any single customer would have a material adverse effect on our business, financial position, results of operations or cash flows.
The Company regularly maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses with respect to the related risks to cash and does not believe its exposure to such risk is more than nominal.
Fair Value Measurements
ASC Topic 820 establishes a framework for measuring fair value in U.S. GAAP, clarifies the definition of fair value within that framework, and requires disclosures about the use of fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.
Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1 inputs). The three levels of the fair value hierarchy under Topic 820 are described below:
Level 1 inputs: Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 inputs: Inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 inputs: Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or inventory parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity.
The Company’s Consolidated Balance Sheets reflect a mixture of measurement methods for financial assets and liabilities. Public and private warrants, contingent liabilities and derivative financial instruments are reported at fair value. See Note 13—Fair Value Measurements and Note 14—Derivative and Hedging Activities in the Notes to our Consolidated Financial Statements in this Form 10-K for further information. Other financial instruments are reported at historical cost or amortized cost on our Consolidated Balance Sheets. Long-term debt is primarily the other financial instrument for which carrying value could vary significantly from fair value. See Note 8—Debt and Financing Costs in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
Derivative Instruments and Hedging Activities
ASC Topic 815, Derivatives and Hedging (“Topic 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by Topic 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.
For all hedging relationships for which hedge accounting is applied, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Partnership also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.
When the Company does not elect to apply hedge accounting, the instruments are marked-to-market each period end and changes in fair value, realized or unrealized, are recognized in earnings.
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, 2022 and 2021, the Company had $6.4 million and $18.7 million, respectively, of cash and cash equivalents.
Accounts Receivable and Current Expected Credit Losses
Accounts receivable include amounts due from customers for gas, NGLs and condensate sales, pipeline transportation, and gathering, processing and disposal fees, under normal trade terms, generally requiring payment within 30 days. The Company’s current expected credit losses are determined based upon reviews of individual accounts, existing economics, and other pertinent factors. The Company had an allowance for credit losses of $1.0 million as of December 31, 2022 and 2021.
Gas Imbalance
Quantities of natural gas over-delivered or under-delivered related to imbalance agreements are recorded monthly as receivables or payables using weighted-average prices at the time of the imbalance. These imbalances are typically settled with deliveries of natural gas. We had imbalance receivables of $1.5 million and $1.5 million at December 31, 2022 and 2021, respectively, which are carried at the lower of cost or market value. We had imbalance payables of nil and $0.3 million at December 31, 2022 and 2021, respectively, which approximate the fair value of these imbalances. Imbalance receivables and imbalance payables are included in “Accounts Receivable” and “Accounts Payable”, respectively, on the Consolidated Balance Sheets.
Inventory
Other current assets include condensate, residue gas and NGL inventories that are valued at the lower of cost or net realizable value. At the end of each reporting period, the Partnership assesses the carrying value of inventory and makes any adjustments necessary to reduce the carrying value to the applicable net realizable value. Inventory was valued at $4.8 million and $2.1 million as of December 31, 2022 and 2021, respectively.
Property, Plant, and Equipment
Property, plant and equipment are carried at cost or fair market value at the date of acquisition less accumulated depreciation. The cost basis of constructed assets includes materials, labor, and other direct costs. Major improvements or betterments are capitalized, while repairs that do not improve the life of the respective assets are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
Estimated Useful Life
Buildings30 years
Gathering and processing systems and facilities20 years
Furniture and fixtures7 years
Vehicles5 years
Computer hardware and software3 years
Leases
The Company's lease portfolio includes certain real estate and equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying assets. The Company excludes variable lease payments in measuring right-of-use (“ROU”) assets and lease liabilities, other than those that depend on an index, a rate or are in-substance fixed payments.
ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date are reduced by lease incentives. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are excluded from ROU assets and liabilities.
Capitalized Interest
The Company’s policy is to capitalize interest cost incurred on debt during the construction of major projects.
Deferred Financing Costs
Deferred financing costs consist of fees incurred to secure debt financing and are amortized over the life of the related debt using the effective interest rate method. Deferred financing costs associated with the Company’s unsecured term loans and senior note are presented with the related debt on the Consolidated Balance Sheets, as a reduction to the carrying amounts. Deferred financing costs associated with the Company's revolving credit facilities are presented within “Other Current Assets” and “Deferred Charges and Other Assets” on the Consolidated Balance Sheets.
Asset Retirement Obligation
The Company follows the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations, which require the fair value of a liability related to the retirement of long-lived assets to be recorded at the time a legal obligation is incurred if the liability can be reasonably estimated. The liability is based on future retirement cost estimates and incorporates many assumptions, such as time to permanent removal, future inflation rates and the credit-adjusted risk-free rate of interest. The retirement obligation is recorded at its estimated present value with an offsetting increase to the related asset on the balance sheet. Over time, the liability is accreted to its future value, with the accretion recorded to expense.

The Company’s assets generally consist of gas processing plants, crude storage terminals, saltwater disposal wells, and underground gathering pipelines installed along rights-of-way acquired from landowners and related above-ground facilities. The majority of the rights-of-way agreements do not require the dismantling and removal of the pipelines and reclamation of the rights-of-way upon permanent removal of the pipelines from service. Further, we have in place a rigorous repair and maintenance program that keeps our gathering and processing systems in good working order. As a result, the ultimate dismantlement and removal dates of the Company’s assets are not determinable. As such, the fair value of the liability is not estimable and, therefore, no asset retirement obligation has been recognized in the Consolidated Financial Statements as of December 31, 2022 and 2021.
Environmental Costs
The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites, if applicable.
Environmental costs that relate to current operations are expensed or capitalized as appropriate. Costs are expensed when they relate to an existing condition caused by past operations and will not contribute to current or future revenue generation. Liabilities related to environmental assessments and/or remedial efforts are accrued when property or services are probable or can reasonably be estimated. No environmental liabilities were recorded as of December 31, 2022.
Intangible Assets
Intangible assets consist of rights of way agreements and customer contracts. Intangible assets are amortized on a straight-line basis over their estimated economic life or remaining term of the contract and are assessed for impairment with the associated long-lived asset group whenever impairment indicators are present.
Goodwill
Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”) at the reporting unit level at least annually. The Company’s reporting unit is subject to impairment testing annually, on November 30, or more frequently if events and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
ASC 350 provides the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company has the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing a quantitative goodwill impairment test. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgement, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of the fair value of each reporting unit.
Impairment of Long-Lived Assets
In accordance with FASB ASC 360, Property, Plant and Equipment (“ASC 360”), long-lived assets, excluding goodwill, to be held and used by the Company are reviewed for impairment annually or on an interim basis if events or circumstances indicate that the fair value of the assets have decreased below their carrying value. For long-lived assets to be held and used, the Company bases their evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present.
The Company’s management assesses whether there has been an impairment trigger, and if a trigger is identified, then the Company would perform an undiscounted cash flow test at the lowest level for which identifiable cash flows are independent of cash flows from other assets. If the sum of the undiscounted future net cash flows is less than the net book value of the property, an impairment loss is recognized for any excess of the property’s net book value over its estimated fair value. The Company did not recognize impairment losses for long-lived assets during the years ended December 31, 2022 and 2021.
Variable Interest Entity
The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that the Company is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity would be consolidated in our financial statements. The Company has determined that it has significant influence over the operating and financial policies of the four pipeline entities in which it is invested but does not exercise control over them; and hence, it accounts for these investments using the equity method. Refer to Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K.
Equity Method Investments
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 investments are carried originally at acquisition cost, increased by the Company’s proportionate share of the equity interest’s net income and contributions made, and decreased by the Company’s proportionate share of the equity interest’s net losses and distributions received. The Company determines whether distributions are a return on or a return of the investment based on the nature of the distribution approach, under which the Company classifies distributions from an investee by evaluating the facts, circumstances and nature of each distribution. As distributions from the Company’s equity method investment (“EMI”) pipeline entities are generated from their respective normal course of business, the Company classifies the distributions as return on investments and as cash flow from operating activities. Please refer to Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K, for further information of the Company’s equity method investments. Equity method investments acquired in the Transaction were recorded at fair value upon Closing. See discussion and additional detail in Note 3—Business Combination in the Notes to our Consolidated Financial Statements in this Form 10-K for the purchase price allocation of the Transaction.
Other Assets
The Company’s accounting policy is to classify its line fill as an other long-term asset to be consistent with industry practices and given line fill is required on the 3rd party pipeline to properly flow the Company’s product. Additionally, this line fill is contractually required to be maintained through the life of the contract with our counterparty and therefore will not be settled within an operating period. Accordingly, the Company has NGL line fill of $10.6 million and $4.1 million within other assets as of December 31, 2022 and 2021, respectively.
Redeemable Noncontrolling Interest — Common Units Limited Partners
Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership; and (ii) in exchange for such contribution, the Partnership issued 50,000,000 common units representing limited partner interests in the Partnership and the Company issued 50,000,000 shares of the Company’s Class C Common Stock, par value $0.0001 per share, to Contributor. Please refer to “The Transaction” above.
The Common Units are redeemable at the option of unit holders and accounted for in the Company’s Consolidated Balance Sheet as a redeemable noncontrolling interest classified as temporary equity. The Company records the redeemable noncontrolling interest at the higher of (i) its initial value plus accumulated earnings/losses associated with the noncontrolling interest or (ii) the maximum redemption value as of the balance sheet date. The redemption value was determined based on a 5-day volume weighted-average closing price of the Class A Common Stock. See discussion and additional details in Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K.
Mandatorily Redeemable Preferred Units
The Partnership issued Series A Cumulative Redeemable Preferred Units (“Preferred Units”) on June 12, 2019. As the Transaction was accounted for as a reverse merger, the Company assumed certain Preferred Units that were issued and outstanding at Closing for accounting purposes.
At the Close of the Transaction, the Company effectuated the Third Amended and Restated Agreement of Limited Partnership of the Partnership (“Partnership LPA”), which among other things, provides for mandatory pro-rata redemptions by the Partnership. Given this mandatory redemption feature and pursuant to ASC 480, liability classification is required for these Preferred Units and the pro rata PIK units. The Company values the liability as of each reporting date and records the change in valuation in the “Other income (expenses)” in the Consolidated Statements of Operations. During 2022, the Company redeemed all outstanding mandatorily redeemable preferred units.
Redeemable Noncontrolling Interest — Preferred Unit Limited Partners
The remaining Preferred Units assumed on the Closing Date do not contain a mandatory redemption feature and are accounted for on the Company’s Consolidated Balance Sheets as a redeemable noncontrolling interest classified as temporary equity in accordance with the terms of the Preferred Units, including the redemption rights with respect thereto. During 2022, the Company redeemed all outstanding redeemable noncontrolling Preferred Units. See discussion and additional detail in Note 12—Series A Cumulative Redeemable Preferred Units in the Notes to our Consolidated Financial Statements in this Form 10-K.
Income Taxes
The Company is subject to federal income and Texas margin tax. The Texas margin tax is assessed on corporations, limited liability companies, and limited partnerships. As such, the Company accounts for state income taxes in accordance with the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of temporary differences, at enacted statutory rates, between the consolidated financial statement carrying amounts and the tax bases of existing assets and liabilities. Income tax or benefit represents the current tax payable or refundable for the period, plus or minus the tax effect of the net change in the deferred tax assets and liabilities.
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 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, 2022 and 2021.
Net Income Per Share
Basic net income per share is calculated by dividing net income 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 per share, as holders of Class C Common Stock are not entitled to any dividends or liquidating distributions. No net income per share was computed for the twelve months ended December 31, 2021 and 2020, as no Class A Common Stock was outstanding with respect to BCP as the accounting acquirer as of December 31, 2021 and 2020.
The Company uses the “if-converted method” to determine the potential dilutive effect of (i) an assumed exchange of outstanding Common Units (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 exercise of the outstanding public and private warrants for shares of Class A Common Stock. 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.
Recently Adopted Accounting Pronouncement
Effective January 1, 2021, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"), which simplifies the limitations on how an entity can designate the hedged risks in certain cash flow and fair value hedging relationships. The guidance better aligns the recognition and presentation of the effects of hedging instrument(s) and item(s) in the financial statements with an entity’s risk management strategies. The adoption of ASU 2017-12 did not have a material impact on the Company’s Consolidated Financial Statements as of December 31, 2021.
Effective January 1, 2021, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (CCA) That is a Service Contract (“ASU 2018-15”). The ASU provides guidance on how to determine whether an arrangement includes a software license or is solely a hosted CCA service. Under the new guidance, the same criteria for capitalizing implementation costs for an arrangement with a software license which falls within the scope of internal – use software guidance will be applied to a hosting arrangement. The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense. The adoption of ASU 2018-15 did not have a material impact on the Company’s Consolidated Financial Statements.
Effective January 1, 2022, the Company adopted ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”). Current GAAP permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments to be included in a last-of-layer closed portfolio. The amendments in ASU 2022-01 allow nonprepayable financial assets also to be included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets, thereby allowing consistent accounting for similar hedges. The amendments in ASU 2022-01 also clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers as follows: (1) an entity is required to maintain basis adjustments in an existing hedge on a closed portfolio basis (that is, not allocated to individual assets), (2) an entity is required to immediately recognize and present the basis adjustment associated with the amount of the designated layer that was breached in interest income. In addition, an entity is required to disclose that amount and the circumstances that led to the breach, (3) an entity is required to disclose the total amount of the basis adjustments in existing hedges as a reconciling amount if other areas of GAAP require the disaggregated disclosure of the amortized cost basis of assets included in the closed portfolio, and (4) an entity is prohibited from considering basis adjustments in an existing hedge when determining credit losses. As the Company does not currently elect to apply hedge accounting, the instruments are marked-to-market each period end and changes in fair value, realized or unrealized, are recognized in earnings. Therefore, adoption of ASU 2022-01 did not have a material impact on the Company’s Consolidated Financial Statements.
Effective January 1, 2022, the Company adopted ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value. With adoption of ASU 2021-08, the Company assumed contract liabilities at carrying value of $9.1 million upon Closing.
Effective January 1, 2022, the Company adopted ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 was issued to ease the potential accounting burden expected when global capital markets move away from LIBOR, the benchmark interest rate banks use to make short-term loans to each other. The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationship, and other transactions affected by reference rate reform if certain criteria are met. Interest rate applied to the Company’s new debt resulting from the comprehensive refinance is based on Secured Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by treasury securities. Refer to Note 8—Debt and Financing Costs in the Notes to our Consolidated Financial Statements of this Form 10-K for discussion of SOFR applicable to the Company’s debt structures.
Recent Accounting Pronouncement Not Yet Adopted
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to contractual sale restrictions: (1) The fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; (2) The nature and remaining duration of the restriction(s); (3) The circumstances that could cause a lapse in the restriction(s). This guidance is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that ASU 2022-03 will have on its Consolidated Financial Statements.
v3.22.4
BUSINESS COMBINATION
 12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
BUSINESS COMBINATION BUSINESS COMBINATION
On February 22, 2022, the Company consummated the previously announced business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021. Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership; and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 shares of the Company’s Class C Common Stock. Please refer to “The Transaction” discussed above.
The Transaction was accounted for as a reverse merger in accordance with ASC 805, which, among other things, requires assets acquired and liabilities assumed to be measured at their acquisition date fair value. The Company also adopted ASU 2021-08, effective as of January 1, 2022, to record contract liabilities at their carrying value as of the acquisition date. Although the Company was the legal acquirer, BCP was determined to be the accounting acquirer and legal acquiree. As a result, BCP and its subsidiaries’ net assets were carried at historical value, acquired net assets were measured at fair value except contract liabilities being recorded at carrying value at the acquisition date, and results of operations of ALTM and its subsidiaries were included in the Company’s Consolidated Financial Statements from the Closing Date going forward.

The purchase price allocation is based on an assessment of the fair value of the assets acquired and liabilities assumed in the acquisition using inputs that are not observable in the market and thus level 3 inputs. The fair value of the processing plant, gathering system and related facilities and equipment are based on market and cost approaches. The initial value of the Preferred Units and associated embedded derivatives was based on expected future interest rates using the Black-Karasinski model and the assumed contingent liability was determined through a probability-weighted analysis of the expected future cash flows and other applicable valuation techniques. See additional details for Preferred Units in Note 12—Series A Cumulative Redeemable Preferred Units and contingent liabilities in Note 18—Commitments and Contingencies in the Notes to our Consolidated Financial Statements in this Form 10-K. In addition, the Company used an income approach by incorporation of discounted cash flow method, market approach through a guideline public company method and applied a weighting to the selected methods to estimate the fair values of the equity method investments, see additional details in Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K. During the 12-month measurement period following the acquisition date, the Company made necessary adjustments as information became available to the purchase price allocation, including, but not limited to, working capital and valuation of the underlying assets of the equity method investments. The Company recorded goodwill of $5.1 million relates to operational synergies as of December 31, 2022.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the Transaction in accordance with ASC 805:
(In thousands)Amount
Cash and cash equivalent$13,401 
Accounts receivable2,115 
Accounts receivable - affiliates15,485 
Property, plant, and equipment, net634,923 
Intangible assets, net13,200 
Investments in unconsolidated affiliates1,752,500 
Prepaid expense and other assets7,749 
Goodwill5,077 
Total assets acquired2,444,450 
Accrued expenses and other accrued liabilities5,688 
Long-term debt657,000 
Embedded derivative liabilities89,050 
Contract liabilities9,102 
Mandatory redeemable Preferred Units200,667 
Deferred tax liabilities2,030 
Contingent liabilities4,451 
Total liabilities assumed967,988 
Redeemable noncontrolling interest - Preferred Unit limited partners462,717 
Total consideration transferred$1,013,745 
The Company incurred acquisition-related costs of $6.4 million and $5.7 million, which was included in the “General and administrative expenses” of the Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, respectively.
For the year ended December 31, 2022, the Company’s Consolidated Statement of Operations included results of operations from ALTM starting from February 23, 2022, which recorded revenues of $129.4 million and net income of $44.8 million, excluding intercompany revenue and cost of sales.
The unaudited supplemental pro forma financials are for informational purposes only and are not indicative of future results. The results below for the years ended December 31, 2022 and 2021 combine the results of the Company and the Partnership, giving effect to the Transaction as if it had been completed on January 1, 2021.
Pro Forma Financials For the Year Ended December 31,
20222021
(In thousands)
Revenues$1,240,343 $822,661 
Net income (loss) including noncontrolling interest$243,301 $(52,172)
Given the assumed pro forma transaction date of January 1, 2021, we removed $21.0 million of acquisition-related expenses for the year ended months ended December 31, 2022 and recognized $31.2 million of total acquisition-related expenses for the year ended December 31, 2021.
v3.22.4
REVENUE RECOGNITION
 12 Months Ended
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]  
REVENUE RECOGNITION REVENUE RECOGNITION
The following table presents a disaggregation of the Company’s revenue:
For the Year Ended December 31,
202220212020
(In thousands)
Gathering and processing services$393,954 $272,677 $272,829 
Natural gas, NGLs and condensate sales806,353 385,622 135,330 
Other revenue13,183 3,745 2,017 
   Total revenues and other$1,213,490 $662,044 $410,176 
There have been no significant changes to the Company’s contracts with customers during the years ended December 31, 2022, 2021, and 2020. Contracts with customers acquired through the Transaction had similar structures as the Company’s existing contracts with customers. For the years ended December 31, 2022, 2021, and 2020 the Company recognized revenues from MVCs of $4.0 million, $2.5 million and $0.1 million, respectively.
Remaining Performance Obligations
The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenues as of December 31, 2022:

Fiscal YearAmount
(In thousands)
2023$38,382 
202439,750 
202545,535 
202634,631 
202735,405 
Thereafter155,888 
$349,591 
Our contractually committed revenue, for purposes of the tabular presentation above, is generally limited to customer contracts that have fixed pricing and fixed volume terms and conditions, generally including contracts with payment obligations associated with MVCs.

Contract Liabilities

The following provides information about contract liabilities from contracts with customers:

(In thousands)20222021
Balance as of January 1$14,756 $11,085 
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied(7,180)(423)
Cash received in advance and not recognized as revenue21,724 4,094 
Balance as of December 3129,300 14,756 
Less: Current portion6,607 3,082 
Non-current portion$22,693 $11,674 

Contract liabilities relate to payments received in advance of satisfying performance obligations under a contract, which result from contribution in aid of construction payments. Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities”, respectively, of the Consolidated Balance Sheets.
Contract liabilities balance as of December 31, 2022 increased $14.5 million compared to that as of December 31, 2021. Higher contract liabilities balance reflected new projects assumed upon Closing of the Transaction and new projects started during 2022 with existing customers.
Contract Cost Assets
The Company has capitalized certain costs incurred to obtain a contract that would not have been incurred if the contract had not been obtained. These costs are recovered through the net cash flows of the associated contract. As of December 31, 2022 and 2021, the Company had contract acquisition cost assets of $17.8 million and $18.4 million, respectively. Current and noncurrent contract cost assets are included in “Prepaid and Other Current Assets” and “Deferred Charges and Other Assets”, respectively, of the Consolidated Balance Sheets. The Company amortizes these assets as cost of sales on a straight-line basis over the life of the associated long-term customer contract. For the years ended December 31, 2022, 2021 and 2020, the Company recognized cost of sales associated with these assets of $1.8 million, $1.8 million and $1.8 million, respectively.
v3.22.4
PROPERTY, PLANT AND EQUIPMENT
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT, AND EQUIPMENT PROPERTY, PLANT, AND EQUIPMENT
Property, plant and equipment are carried at cost or fair market value at the date of acquisition less accumulated depreciation. The cost basis of constructed assets includes materials, labor, and other direct costs. Major improvements or betterment are capitalized, while repairs that do not improve the life of the respective assets are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets.
Property, plant, and equipment, at carrying value, is as follows:
December 31,
20222021
(In thousands)
Gathering, processing, and transmission systems and facilities$2,904,084 $2,121,434 
Vehicles9,290 6,090
Computers and equipment4,289 4,271
Less: accumulated depreciation and accretion(474,258)(337,030)
Total depreciable assets, net2,443,405 1,794,765 
Construction in progress70,325 24,888 
Land21,482 19,626 
Total property, plant, and equipment, net$2,535,212 $1,839,279 
The cost of property classified as “Construction in progress” is excluded from capitalized costs being depreciated. These amounts represent property that is not yet available to be placed into productive service as of the respective reporting date. The Company recorded $139.6 million , $106.8 million and $97.4 million of depreciation expense for the years ended December 31, 2022, 2021 and 2020, respectively.
Capitalized interest included in property, plant and equipment amounted to $1.4 million, $0.9 million and $16.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS, NET GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The Company closed a business combination transaction on February 22, 2022, refer to the Transaction in Note 3—Business Combination in the Notes to our Consolidated Financial Statements in this Form 10-K. The Transaction was accounted for as a reverse merger pursuant to ASC 805. In connection with the Transaction, the Company recorded excess of the purchase price over net assets acquired as goodwill. The Company recorded goodwill of $5.1 million in the Midstream Logistics segment as of December 31, 2022.
Goodwill is tested at least annually as of November 30 of each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce fair value of a reporting unit below its carrying value. Company’s management assesses whether there have been events or circumstances that trigger the fair value of the reporting unit to be lower than its net carrying value since consummation of the Transaction and concluded that goodwill was not impaired as of December 31, 2022.
Intangible Assets
Intangible assets, net are comprised of the following:
December 31,
20222021
(In thousands)
Customer contracts$1,137,831 $1,135,963 
Right of way assets127,539 99,345 
Less accumulated amortization(569,981)(449,259)
     Total amortizable intangible assets, net$695,389 $786,049 
The fair value of acquired customer contracts was capitalized as a result of acquiring favorable customer contracts as of the closing dates of certain past acquisitions and is being amortized using a straight-line method over the remaining term of the customer contracts, which range from one to twenty years. Right-of-way assets relate primarily to underground pipeline easements and have a useful life of ten years and are amortized using the straight-line method. The right of way agreements are generally for an initial term of ten years with an option to renew for an additional ten years at agreed upon renewal rates based on certain indices or up to 130% of the original consideration paid.
At December 31, 2022, remaining weighted average amortization periods for customer contracts and right of way assets were approximately 7.53 years and 7.07 years, respectively. Overall remaining weighted average amortization period for the intangible assets as of December 31, 2022 was approximately 7.47 years.
The Company recorded $120.7 million, $136.8 million and $126.4 million of amortization expense for the years ended December 31, 2022, 2021, and 2020, respectively. There was no impairment recognized on intangible assets for the years ended December 31, 2022, 2021 and 2020, respectively.
Estimated aggregate amortization expense for the remaining unamortized balance in years is as following:
Fiscal YearAmount
(In thousands)
2023$119,321 
2024118,538 
2025117,709 
2026111,400 
202777,441 
Thereafter150,980 
      Total$695,389 
v3.22.4
EQUITY METHOD INVESTMENTS
 12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY METHOD INVESTMENTS EQUITY METHOD INVESTMENTSAs of December 31, 2022, the Company owned investments in the following long-haul pipeline entities in the Permian Basin. These investments were accounted for using the equity method of accounting. For each equity method investment (“EMI”) pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline. The table below presents the ownership percentages and investment balances held by the Company for each entity:
December 31,
20222021
In thousands, except for ownership percentagesOwnershipAmountOwnershipAmount
Permian Highway Pipeline LLC (“PHP”)53.3 %$1,474,800 26.7 %$626,477 
Breviloba LLC (“Breviloba”)33.0 %455,057 — %— 
Gulf Coast Express Pipeline LLC (“GCX”)16.0 %451,483 — %— 
$2,381,340 $626,477 
Additionally, as of December 31, 2022, the Company owned 15.0% of Epic Crude Holdings, LP (“EPIC”). However, no dollar value was assigned through the purchase price allocation as an adjustment was made to eliminate equity in losses of EPIC. No additional contribution was made to EPIC and no distribution or equity income was received from EPIC during the twelve months ended December 31, 2022.
As of December 31, 2022, the unamortized basis differences included in the EMI pipelines balances were $363.2 million. There was no unamortized basis difference as of December 31, 2021. These amounts represent differences in the Company’s contributions to date and the Company’s underlying equity in the separate net assets within the financial statements of the respective entities. Unamortized basis differences will be amortized into equity income over the useful lives of the underlying pipeline assets. There was capitalized interest of $13.4 million and $12.8 million as of December 31, 2022 and 2021, respectively. Capitalized interest is amortized on a straight-line basis into equity income.
The following table presents the activities in the Company’s EMIs for the years ended December 31, 2022 and 2021:
Permian Highway Pipeline LLCBreviloba LLCGulf Coast Express Pipeline LLC
Total(2)
(In thousands)
Balance at December 31, 2020$611,216 $— $— $611,216 
Contributions20,522 — — 20,522 
Distributions(68,335)— — (68,335)
Equity income, net63,074 — — 63,074 
Balance at December 31, 2021$626,477 $— $— $626,477 
Acquisitions817,500 467,500 467,500 1,752,500 
Contributions78,171 — — 78,171 
Distributions(170,409)(38,816)(47,539)(256,764)
Equity income, net(1)
123,061 26,373 31,522 180,956 
Balance at December 31, 2022$1,474,800 $455,057 $451,483 $2,381,340 
(1)For the year ended December 31, 2022, net of amortization of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $6.8 million from PHP, $0.6 million from Breviloba and $5.3 million from GCX.
(2)The EMIs acquired in the Transaction are included in the results from February 22, 2022 to December 31, 2022, and this is also the case for the additional 26.67% of PHP that was acquired in the Transaction. The results of the legacy ALTM business are not included in the Company’s consolidated financial statements prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements of this Form 10-K, for further information on the Company’s basis of presentation.
Summarized Financial Information
The following represented selected income statement and balance sheet data for the Company’s EMI pipeline entities (on a 100 percent basis):
For the Year Ended December 31, 2022
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Statements of Operations(In thousands)
Revenues$396,846 $183,328 $364,223 
Operating income 261,04098,119269,150 
Net income 261,02897,834268,493 
For the Year Ended December 31, 2021
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Statements of Operations(In thousands)
Revenues$397,237 $157,683 $362,399 
Operating income237,230 92,568 254,772 
Net income 236,528 92,005 253,535 
For the Year Ended December 31, 2020
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Statements of Operations(In thousands)
Revenues$7,220 $167,784 $366,185 
Operating income (loss)(1,798)102,526 266,219
Net income (loss)(1,140)102,048 264,956
December 31,
20222021
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLCPermian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Balance Sheets(In thousands)
Current assets$94,771 $30,541 $47,935 $69,995 $34,159 $74,408 
Noncurrent assets2,310,739 1,308,087 1,594,623 2,267,940 1,344,178 1,655,941 
Total assets$2,405,510 $1,338,628 $1,642,558 $2,337,935 $1,378,337 $1,730,349 
Current liabilities$63,392 $12,352 $16,103 $36,657 $11,244 $46,151 
Noncurrent liabilities— 9,029 395 — 8,254 461 
Equity2,342,118 1,317,247 1,626,060 2,301,278 1,358,839 1,683,737 
Total liabilities and equity$2,405,510 $1,338,628 $1,642,558 $2,337,935 $1,378,337 $1,730,349 
v3.22.4
DEBT AND FINANCING COSTS
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
DEBT AND FINANCING COSTS DEBT AND FINANCING COSTS
June 2030 Sustainability-Linked Senior Notes

On June 8, 2022, the Partnership completed a private placement of $1.00 billion aggregate principal amount of its 5.875% Senior Notes due 2030 (the “Notes”), which are fully and unconditionally guaranteed by the Company. The Notes are issued under our Sustainability-Linked Financing Framework and include sustainability-linked features described below.

The Notes were issued at 99.588% of their face amount and will mature on June 15, 2030. Interest accrues from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from and including June 8, 2022 and is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2022. The aggregate fees, expenses, and original issue discount paid to obtain the Notes totaled $21.5 million and were capitalized as debt issuance cost and included in the Condensed Balance Sheets as a direct deduction to the Notes as the Notes were transferred to third-party investors that pay the stated principal amount without deduction for the initial purchasers’ discount.
From and including June 15, 2027, the interest rate accruing on the Notes will be increased by an additional 0.250% per annum unless the Partnership delivers written notice to the trustee on or before the date that is 15 days prior to June 15, 2027 that the Partnership has satisfied, and an independent external verifier has confirmed satisfaction of the Sustainability Performance Targets (“SPT”) as defined in the indenture governing the Notes related to the three key performance indicators:(1) Reduction of Scope 1 and Scope 2 greenhouse gas emissions intensity, (2) Reduction of Scope 1 and Scope 2 methane gas emissions intensity and (3) female representation in corporate officer positions. If the conditions set forth above have only been satisfied for one or two of the SPTs rather than all three, the interest rate accruing on the Notes will be increased by an additional 0.0833% per annum for each SPT which has not been satisfied and externally verified on June 15, 2027. If the interest rate accruing on the Notes is increased in the manner set forth above and the Partnership subsequently delivers written notice to the trustee that it has satisfied the SPTs set forth in clause (1) and (2) above and such satisfaction has been confirmed by an independent external verifier, on or before the date that is 15 days prior to June 15, 2029, the interest rate accruing on the Notes will be reduced by 0.0833% per annum for each such SPT.

The Partnership may redeem some or all the Notes at any time or from time to time prior to maturity based on terms prescribed in the indenture governing the Notes and the Notes.
Revolving Credit Facility
On June 8, 2022, the Partnership entered into a revolving credit agreement (the “RCA”) among Bank of America, N.A., as administrative agent (“Bank of America”), and the banks and other financial institutions party thereto, as lenders. The RCA provides for a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”).
The Partnership may prepay borrowings under the Revolving Credit Facility at any time without premium or penalty (other than customary SOFR breakage costs), subject to certain notice requirements. All borrowings under the Revolving Credit Facility mature on June 8, 2027. The obligations under the Revolving Credit Agreement are fully and unconditionally guaranteed by the Company.
The RCA provides for borrowings of either, at the Partnership’s option, base rate loans or term SOFR loans. Base rate loans bear interest at a rate per annum equal to the greatest of (a) the prime rate as announced from time to time by Bank of America, (b) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, plus 1/2 of 1.00% and (c) the adjusted term SOFR rate for an interest period of one month plus 1.00%, plus a margin that ranges between 0.25% and 1.00%, depending on the credit rating of the Partnership. SOFR loans bear interest at a rate per annum equal to the term SOFR rate for such interest periods plus 0.10%, plus a margin that ranges between 1.25% and 2.00%, depending on the credit rating of the Partnership. In obtaining the RCA, the Partnership incurred fees and expenses totaling $7.8 million, which was capitalized and included in the Consolidated Balance Sheets as “Prepaid and other current assets” and “Deferred charges and other assets.”
In addition, the Partnership is required to pay to each lender a commitment fee on the daily unfunded amount of such lender’s revolving commitment, which accrues at a rate that ranges between 0.15% and 0.35% depending on the credit rating of the Partnership.
Term Loan Credit Facility
On June 8, 2022, concurrently with the closing of the Revolving Credit Facility, the Partnership entered into a term loan credit agreement (the “TLA”) among PNC Bank, National Association, as administrative agent (“PNC Bank”), and the banks and other financial institutions party thereto, as lenders. The TLA provides for a $2.00 billion senior unsecured term loan credit facility (the “Term Loan Credit Facility”). The TLA matures on June 8, 2025. The obligations under the TLA are fully and unconditionally guaranteed by the Company.
The TLA provides for borrowings of either, at the Partnership’s option, base rate loans or term SOFR loans. Base rate loans bear interest at a rate per annum equal to the greatest of (a) the prime rate as announced from time to time by PNC Bank, (b) the greater of (i) the federal funds effective rate and (ii) the overnight bank funding rate, plus 1/2 of 1.00% and (c) the adjusted term SOFR rate for an interest period of one month plus 1.00%, plus a margin that ranges between 0.25% and 1.0%, depending on the credit rating of the Partnership. SOFR loans bear interest at a rate per annum equal to the term SOFR rate for such interest periods plus 0.10%, plus a margin that ranges between 1.25% and 2.0%, depending on the credit rating of the Partnership. In obtaining the TLA, the Partnership incurred fees and expenses totaling $7.7 million, which was capitalized as debt issuance cost and included in the Consolidated Balance Sheets as a direct deduction to the Term Loan Credit Facility.
Both the RCA and the TLA contain a “Sustainability Adjustments” feature that could result in a 0.05% increase or reduction to the effective interest rate, dependent upon the Company meeting certain sustainability targets after 2022. “Sustainability Rate Adjustment” means, with respect to any KPI Metrics Report, for any period between Sustainability Pricing Adjustment Dates, (a) positive 0.05%, if neither of the Sustainability Performance Targets (as defined in the RCA and TLA) as set forth in the KPI Metrics Report have been satisfied for the relevant calendar year, (b) 0.00% if only one of the Sustainability Performance Targets as set forth in the KPI Metrics Report has been satisfied for the relevant calendar year and (c) negative 0.05% if both of the Sustainability Performance Targets as set forth in the KPI Metrics Report have been satisfied for the relevant calendar year; provided that, in each case, if the Partnership subsequently issues a sustainability-linked debt instrument linked to the same KPI Metric and with an observation date for such calendar year, but with a higher percentage of representation or reduction, as the case may be, the relevant Sustainability Performance Target shall be automatically adjusted upward to equal the percentage of representation or reduction, as applicable, required by such subsequent sustainability-linked debt instrument.
“Sustainability Performance Targets” in the RCA and TLA mean, for any calendar year, with respect to (a) the Female Representation KPI, the target percentage of female representation in corporate officer positions for such calendar year and (b) the Methane Emissions KPI, the percentage reduction in methane gas emissions intensity relative to the baseline year for such calendar year.
Both the RCA and the TLA contain customary covenants and restrictive provisions which may, among other things, limit the Partnership’s ability to create liens, incur additional indebtedness, make restricted payments, or liquidate, dissolve, consolidate with, or merge into or with any other person. As of December 31, 2022, the Partnership is in compliance with all customary and financial covenants.
Repayment of Existing Credit Facilities
In June 2022, the Company used the net proceeds from the Notes, together with cash on hand and proceeds from the term loan credit facility, to repay all outstanding borrowings under its existing credit facilities and to pay certain related fees and expenses. In conjunction with the extinguishment of existing outstanding borrowings, the Company recognized a loss on extinguishment of debt of approximately $28.0 million. In addition, the unamortized debt issuance costs related to the existing outstanding borrowings were fully amortized and included in the loss on debt extinguishment calculation for the year ended December 31, 2022.
The fair value of the Company and its subsidiaries’ consolidated debt as of December 31, 2022 and 2021 was $2.82 billion and $2.34 billion, respectively. At December 31, 2022, the Notes’ fair value was based on Level 1 inputs and the Term Loan Credit Facility and Revolver Credit Facility’s fair value was based on Level 3 inputs.
The following table summarizes the Company’s debt obligations as of December 31, 2022 and 2021:
December 31,
20222021
(In thousands)
$2.0 billion unsecured term loan
$2,000,000 $— 
$1.0 billion 2030 senior unsecured notes
1,000,000 — 
$1.25 billion revolving line of credit
395,000 — 
$1.25 billion term loan
— 1,175,417 
$690 million term loan
— 639,393 
$513 million term loan
— 479,377 
$125 million revolving line of credit
— 52,000 
        Total Long-term debt3,395,000 2,346,187 
Less: Debt issuance costs, net(1)
(26,490)(38,485)
3,368,510 2,307,702 
Less: Current portion, net— (54,280)
        Long-term portion of debt, net$3,368,510 $2,253,422 
(1)Excluded unamortized debt issuance cost related to the Revolving Credit Facility. Unamortized debt issuance cost associated with the Revolving Credit Facility was $6.9 million and $2.2 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and “Deferred charges and other assets” of the Consolidated Balance Sheets.
Interest Income and Financing Costs, Net of Capitalized Interest
The table below presents the components of the Company’s financing costs, net of capitalized interest:
For the Year Ended December 31,
202220212020
(In thousands)
Capitalized interest$(2,747)$(868)$(16,131)
Debt issuance costs9,569 13,369 11,917 
Interest expense142,430 104,864 139,730 
        Total financing costs, net of capitalized interest$149,252 $117,365 $135,516 
As of December 31, 2022 and 2021, unamortized debt issuance costs associated with the Notes and the Term Loan Credit Facility were $26.5 million and $38.5 million, respectively. The amortization of the debt issuance costs was charged to interest expense for the periods presented. The amount of debt issuance costs included in interest expense was $9.6 million, $13.4 million and $11.9 million for the years ended December 31, 2022, 2021, and 2020, respectively.
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude approximately $26.5 million in unamortized deferred financing costs:
Fiscal YearAmount
(In thousands)
2023$— 
2024— 
20252,000,000 
2026— 
2027395,000 
Thereafter1,000,000 
      Total$3,395,000 
v3.22.4
OTHER CURRENT LIABILITIES
 12 Months Ended
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
OTHER CURRENT LIABILITIES OTHER CURRENT LIABILITIES
The following table provides detail of the Company’s other current liabilities at December 31, 2022 and 2021:
December 31,
 20222021
(In thousands)
Accrued product purchases$115,773 $118,364 
Accrued taxes19,509 4,299 
Accrued salaries, vacation, and related benefits3,934 2,113 
Accrued capital expenditures3,892 2,995 
Accrued interest24,815 — 
Accrued other expenses5,991 7,872 
Total other current liabilities$173,914 $135,643 
Accrued product purchases mainly accrue the liabilities related to producer payments and any additional business-related miscellaneous fees we owe to third parties, such as transport or capacity fees as of December 31, 2022.
v3.22.4
LEASES
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
LEASES LEASES
Components of lease costs are presented on the Consolidated Statements of Operations as “General and administrative expense” for real-estate leases and operating expense for non-real estate leases. Total operating lease cost for the years ended December 31, 2022, 2021, and 2020 were $37.7 million, $38.7 million, and $43.6 million, respectively. Short-term lease cost for the years ended December 31, 2022, 2021, and 2020 were $6.2 million, $4.8 million, and $2.8 million, respectively. For the years ended December 31, 2022, 2021, and 2020, the Company did not have material variable lease costs.
The following table presents other supplemental lease information:
Year Ended December 31,
20222021
(In thousands)
Operating cash flows from operating lease$37,420 $38,355 
Right-of-use assets obtained in exchange for new operating lease liabilities$7,059 $43,580 
Weighted-average remaining lease term — operating leases (in years)1.721.89
Weighted-average discount rate — operating leases6.62 %7.75 %
The following table presents future minimum lease payments under operating leases as of December 31, 2022.
Fiscal YearAmount
(In thousands)
2023$23,554 
20243,458 
20251,070 
2026740 
2027651 
Thereafter1,178 
      Total lease payments30,651 
Less: interest(1,818)
      Present value of lease liabilities$28,833 
v3.22.4
EQUITY AND WARRANTS
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
EQUITY AND WARRANTS EQUITY AND WARRANTS
Redeemable Noncontrolling Interest - Common Unit Limited Partners
On February 22, 2022, the Company consummated the previously announced business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021. Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership; and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 common units representing limited partner interests in the Partnership and 50,000,000 shares of the Company’s Class C Common Stock, par value $0.0001 per share. Please refer to “The Transaction” above.
The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is
non-transferable, and the Common Unit is redeemable at the option of the holder. Therefore, the Common Unit is accounted for
as redeemable noncontrolling interest and classified as temporary equity on the Company’s Consolidated Balance Sheet. During 2022, 5,730,000 common units were redeemed on a one-for-one basis for shares of Class A Common Stock and a corresponding number of shares of Class C Common Stock were cancelled. There were 94,270,000 Common Units and an equal number of Class C Common Stock issued and outstanding as of December 31, 2022. The Common Units fair value was approximately $3.11 billion as of December 31, 2022. Fair value of the Common Units is estimated based on a quoted market price.
Redeemable Noncontrolling Interest — Preferred Unit Limited Partners
Upon Closing, the Company assumed certain Preferred Units that were issued and outstanding on acquisition date. The Company has redeemed all assumed Preferred Units since the Closing. Refer to Note 12—Series A Cumulative Redeemable Preferred Units for further discussion.
Public Warrants
As of December 31, 2022 there were 12,577,350 Public Warrants (as defined below) outstanding. Each whole public warrant entitles the holder to purchase one tenth of a share of Class A Common Stock at a price of $115.00 per share (the Public Warrants). The Public Warrants will expire on November 9, 2023 or upon redemption or liquidation. The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant with not less than 30 days’ notice provided to the Public Warrant holders. However, this redemption right can only be exercised if the reported last sale price of the Class A Common Stock equals or exceeds $180.00 per share for any 20-trading days within a 30-trading day period ending three business days prior to sending the notice of redemption to the Public Warrant holders.
Private Placement Warrants
As of December 31, 2022 there were 6,364,281 Private Placement Warrants (as defined below) outstanding, of which Apache holds 3,182,140. The private placement warrants will expire on November 9, 2023 and are identical to the Public Warrants discussed above, except (i) they will not be redeemable by the Company so long as they are held by the initial holders or their respective permitted transferees and (ii) they may be exercised by the holders on a cashless basis (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”).
The Company recorded a fair value of $50 thousand for the Public Warrants and a fair value of $38 thousand for the Private Warrants as of December 31, 2022 on the Consolidated Balance Sheet in “Other Current Liabilities”. Refer to Note 13—Fair Value Measurement in the Notes to our Consolidated Financial Statements in this Form 10-K for additional discussion regarding valuation of the Warrants.
Dividend
On February 22, 2022, the Company entered into a Dividend and Distribution Reinvestment Agreement (the “Reinvestment Agreement”) with certain stockholders including BCP Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, APA Corporation Apache Midstream LLC, and certain individuals (each, a “Reinvestment Holder”). Under the Reinvestment Agreement, each Reinvestment Holder is obligated to reinvest at least 20% of all distributions on Common Units or dividends on shares of Class A Common Stock in the Company’s Class A Common Stock. Additionally, the Audit Committee resolved that for the calendar year 2022, 100% of all distributions or dividends received by each Reinvestment Holder would be reinvested in newly issued shares of Class A Common Stock. As described in these Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.”
During 2022, the Company made cash dividend payments of $40.5 million to holders of Class A Common Stock and Common Units and $263.3 million was reinvested in shares of Class A Common Stock by each Reinvestment Holder.

On January 17, 2023, the Company declared a cash dividend of $0.75 per share on the Company’s Class A Common Stock and a distribution of $0.75 per Common Unit from the Partnership to the holders of Common Units. Dividends are payable on February 16, 2023. Certain holders of Class A Common Stock and Class C Common Stock will receive a cash dividend with the balance receiving additional shares of Class A Common Stock under the Reinvestment Agreement.

Stock Split
On May 19, 2022, the Company announced that its Board approved and declared a two-for-one stock split with respect to its Class A Common Stock and Class C Common Stock, in the form of a stock dividend (the “Stock Split”). The Stock Split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding. The additional shares of Common Stock were issued on June 8, 2022 to holders of record at the close of business on May 31, 2022.
All corresponding per-share and share amounts, excluding the Transaction, for periods prior to June 8, 2022 have been retrospectively restated in this Form 10-K to reflect the Stock Split.
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS
Prior to the Closing Date of the Transaction, the Partnership had 625,000 Preferred Units issued and outstanding. Immediately prior to the Closing, on February 22, 2022, the Partnership redeemed for cash, 100,000 Preferred Units in an amount equal to approximately $120.1 million. The Company assumed the remaining 525,000 Preferred Units as well as 29,983
paid-in-kind (“PIK”) Preferred Units that were issued and outstanding at the close of the acquisition. At the close, 150,000 preferred units and 8,567 associated PIK units became mandatorily redeemable and liability classified with the balance of preferred units remaining unchanged and classified as redeemable noncontrolling interest.
During 2022, the Company redeemed all mandatorily redeemable preferred units for an aggregate $183.3 million and recognized a gain of $9.6 million, and the Company redeemed all noncontrolling interest Preferred Units for an aggregate $461.5 million and recognized excess of carrying amount over redemption price of $109.5 million. In addition, the Company bifurcated and recognized the embedded derivative associated with the noncontrolling interest Preferred Units related to the exchange option provided to the Preferred Unit holders under the terms of the Partnership LPA. As the Company redeemed all outstanding noncontrolling interest Preferred Units in July 2022 the embedded derivative liabilities were written off. The Company recorded gains of $89.1 million for the year ended December 31, 2022, which was recorded as a “Gain on embedded derivative” in the Consolidated Statement of Operations.
Activities related to Preferred Units for the year ended December 31, 2022 are as follows:

Units OutstandingAmount
(In thousands, except for unit data)
Redeemable noncontrolling interest — Preferred Units, immediately upon Closing Date of Transaction(1)
396,417 $462,717 
  Redemption, including PIK units(396,417)(461,460)
  Cash distribution paid to Preferred Unit limited partners— (6,937)
  Allocation of net income— 18,128 
  Accreted redemption value adjustment— 97,075 
  Excess of carrying amount over redemption price— (109,523)
Redeemable noncontrolling interest — Preferred Units, as of December 31, 2022— $— 
(1)Included 21,417 PIK units on a pro rata basis.
v3.22.4
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS EQUITY AND WARRANTS
Redeemable Noncontrolling Interest - Common Unit Limited Partners
On February 22, 2022, the Company consummated the previously announced business combination transactions contemplated by the Contribution Agreement, dated as of October 21, 2021. Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership; and (ii) in exchange for such contribution, the Partnership transferred to Contributor 50,000,000 common units representing limited partner interests in the Partnership and 50,000,000 shares of the Company’s Class C Common Stock, par value $0.0001 per share. Please refer to “The Transaction” above.
The redemption option of the Common Unit is not legally detachable or separately exercisable from the instrument and is
non-transferable, and the Common Unit is redeemable at the option of the holder. Therefore, the Common Unit is accounted for
as redeemable noncontrolling interest and classified as temporary equity on the Company’s Consolidated Balance Sheet. During 2022, 5,730,000 common units were redeemed on a one-for-one basis for shares of Class A Common Stock and a corresponding number of shares of Class C Common Stock were cancelled. There were 94,270,000 Common Units and an equal number of Class C Common Stock issued and outstanding as of December 31, 2022. The Common Units fair value was approximately $3.11 billion as of December 31, 2022. Fair value of the Common Units is estimated based on a quoted market price.
Redeemable Noncontrolling Interest — Preferred Unit Limited Partners
Upon Closing, the Company assumed certain Preferred Units that were issued and outstanding on acquisition date. The Company has redeemed all assumed Preferred Units since the Closing. Refer to Note 12—Series A Cumulative Redeemable Preferred Units for further discussion.
Public Warrants
As of December 31, 2022 there were 12,577,350 Public Warrants (as defined below) outstanding. Each whole public warrant entitles the holder to purchase one tenth of a share of Class A Common Stock at a price of $115.00 per share (the Public Warrants). The Public Warrants will expire on November 9, 2023 or upon redemption or liquidation. The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant with not less than 30 days’ notice provided to the Public Warrant holders. However, this redemption right can only be exercised if the reported last sale price of the Class A Common Stock equals or exceeds $180.00 per share for any 20-trading days within a 30-trading day period ending three business days prior to sending the notice of redemption to the Public Warrant holders.
Private Placement Warrants
As of December 31, 2022 there were 6,364,281 Private Placement Warrants (as defined below) outstanding, of which Apache holds 3,182,140. The private placement warrants will expire on November 9, 2023 and are identical to the Public Warrants discussed above, except (i) they will not be redeemable by the Company so long as they are held by the initial holders or their respective permitted transferees and (ii) they may be exercised by the holders on a cashless basis (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”).
The Company recorded a fair value of $50 thousand for the Public Warrants and a fair value of $38 thousand for the Private Warrants as of December 31, 2022 on the Consolidated Balance Sheet in “Other Current Liabilities”. Refer to Note 13—Fair Value Measurement in the Notes to our Consolidated Financial Statements in this Form 10-K for additional discussion regarding valuation of the Warrants.
Dividend
On February 22, 2022, the Company entered into a Dividend and Distribution Reinvestment Agreement (the “Reinvestment Agreement”) with certain stockholders including BCP Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, APA Corporation Apache Midstream LLC, and certain individuals (each, a “Reinvestment Holder”). Under the Reinvestment Agreement, each Reinvestment Holder is obligated to reinvest at least 20% of all distributions on Common Units or dividends on shares of Class A Common Stock in the Company’s Class A Common Stock. Additionally, the Audit Committee resolved that for the calendar year 2022, 100% of all distributions or dividends received by each Reinvestment Holder would be reinvested in newly issued shares of Class A Common Stock. As described in these Consolidated Financial Statements, as the context requires, dividends paid to holders of Class A Common Stock and distributions paid to holders of Common Units may be referred to collectively as “dividends.”
During 2022, the Company made cash dividend payments of $40.5 million to holders of Class A Common Stock and Common Units and $263.3 million was reinvested in shares of Class A Common Stock by each Reinvestment Holder.

On January 17, 2023, the Company declared a cash dividend of $0.75 per share on the Company’s Class A Common Stock and a distribution of $0.75 per Common Unit from the Partnership to the holders of Common Units. Dividends are payable on February 16, 2023. Certain holders of Class A Common Stock and Class C Common Stock will receive a cash dividend with the balance receiving additional shares of Class A Common Stock under the Reinvestment Agreement.

Stock Split
On May 19, 2022, the Company announced that its Board approved and declared a two-for-one stock split with respect to its Class A Common Stock and Class C Common Stock, in the form of a stock dividend (the “Stock Split”). The Stock Split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding. The additional shares of Common Stock were issued on June 8, 2022 to holders of record at the close of business on May 31, 2022.
All corresponding per-share and share amounts, excluding the Transaction, for periods prior to June 8, 2022 have been retrospectively restated in this Form 10-K to reflect the Stock Split.
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS
Prior to the Closing Date of the Transaction, the Partnership had 625,000 Preferred Units issued and outstanding. Immediately prior to the Closing, on February 22, 2022, the Partnership redeemed for cash, 100,000 Preferred Units in an amount equal to approximately $120.1 million. The Company assumed the remaining 525,000 Preferred Units as well as 29,983
paid-in-kind (“PIK”) Preferred Units that were issued and outstanding at the close of the acquisition. At the close, 150,000 preferred units and 8,567 associated PIK units became mandatorily redeemable and liability classified with the balance of preferred units remaining unchanged and classified as redeemable noncontrolling interest.
During 2022, the Company redeemed all mandatorily redeemable preferred units for an aggregate $183.3 million and recognized a gain of $9.6 million, and the Company redeemed all noncontrolling interest Preferred Units for an aggregate $461.5 million and recognized excess of carrying amount over redemption price of $109.5 million. In addition, the Company bifurcated and recognized the embedded derivative associated with the noncontrolling interest Preferred Units related to the exchange option provided to the Preferred Unit holders under the terms of the Partnership LPA. As the Company redeemed all outstanding noncontrolling interest Preferred Units in July 2022 the embedded derivative liabilities were written off. The Company recorded gains of $89.1 million for the year ended December 31, 2022, which was recorded as a “Gain on embedded derivative” in the Consolidated Statement of Operations.
Activities related to Preferred Units for the year ended December 31, 2022 are as follows:

Units OutstandingAmount
(In thousands, except for unit data)
Redeemable noncontrolling interest — Preferred Units, immediately upon Closing Date of Transaction(1)
396,417 $462,717 
  Redemption, including PIK units(396,417)(461,460)
  Cash distribution paid to Preferred Unit limited partners— (6,937)
  Allocation of net income— 18,128 
  Accreted redemption value adjustment— 97,075 
  Excess of carrying amount over redemption price— (109,523)
Redeemable noncontrolling interest — Preferred Units, as of December 31, 2022— $— 
(1)Included 21,417 PIK units on a pro rata basis.
v3.22.4
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021:
December 31, 2022
Level 1Level 2Level 3Total
(In thousands)
Commodity swap$— $4,288 $— $4,288 
Interest rate derivatives— 2,675 — 2,675 
Total assets$— $6,963 $— $6,963 
Commodity swaps$— $5,718 $— $5,718 
Interest rate derivatives— 8,328 — 8,328 
Public warrants50 — — 50 
Private warrants— — 38 38 
Total liabilities$50 $14,046 $38 $14,134 
December 31, 2021
Level 1Level 2Level 3Total
(In thousands)
Commodity swaps$— $205 $— $205 
Interest rate derivatives2,662 — 2,662 
Contingent liabilities— — 839 839 
Total liabilities$— $2,867 $839 $3,706 
Our derivative contracts consist of an interest rate swap and commodity swaps. Valuation of these derivative contracts involved both observable publicly quoted price and certain inputs to the credit valuation that may not be readily observable in the marketplace. As such derivative contracts are classified as Level 2 in the hierarchy. Refer to Note 14—Derivatives and Hedging Activities in the Notes to our Consolidated Financial Statements in this Form 10-K for further discussion related to commodity swaps and interest rate derivatives.
The carrying value of the Company’s Public Warrants are recorded at fair value based on quoted market prices, a Level 1 fair value measurement. The carrying value of the Company’s Private Placement Warrants are recorded at fair value determined using an option pricing model, a Level 3 fair value measurement, which is calculated based on key assumptions related to expected volatility of the Company’s common stock, an expected dividend yield, the remaining term of the warrants outstanding and the risk-free rate based on the U.S. Treasury yield curve in effect at the time of the valuation. These assumptions are estimated utilizing historical trends of the Company’s common stock, Public Warrants and other factors. The Company has recorded a liability of $0.1 million as of December 31, 2022. Change in fair value of the warrants since closing of the Transaction through reporting date was recorded in “Interest and other income” of the Consolidated Statement of Operations.
The carrying amounts reported on the Consolidated Balance Sheets for the Company’s remaining financial assets and liabilities approximate fair value due to their short-term nature. There were no transfers between Level 1, Level 2 or Level 3 of the fair value hierarchy during the year ended December 31, 2022 and 2021.
v3.22.4
DERIVATIVES AND HEDGING ACTIVITIES
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVES AND HEDGING ACTIVITIES DERIVATIVE AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions, and it enters into certain derivative contracts to manage exposure to these risks. To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties. The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021.
Interest Rate Risk
The Company manages market risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates.
The Company’s objectives in using interest rate derivatives is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
In September 2019, BCP PHP, LLC (“BCP PHP”) entered into two interest rate swaps on 75% of the outstanding $513.0 million term loan. These instruments were effective September 30, 2019 and included a mandatory termination date on November 19, 2024. The notional amounts of these swaps floated monthly such that 75% of the total outstanding term loan was covered by the notional of the two swaps over the life of the associated term facility. In June 2022, these two interest rate swaps were terminated as BCP PHP’s outstanding term loan credit facility was extinguished on June 8, 2022. Refer to Note 8—Debt and Financing Costs in the Notes to our Consolidated Financial Statements for further information about the refinancing transactions.
In November 2022, the Company entered into an interest rate swap with a notional amount of $1.00 billion effective on May 1, 2023 and maturing on May 31, 2025. The Company pays a fixed rate of 4.46% for the respective notional amount.
The fair value or settlement value of the consolidated interest rate swaps outstanding are presented on a gross basis on the Consolidated Balance Sheets. Interest rate swap derivative assets were $2.7 million and nil as of December 31, 2022 and 2021, respectively. Interest rate swap derivative liabilities were $8.3 million and $2.7 million as of December 31, 2022 and 2021, respectively. The Company recorded cash settlements on interest rate swap derivatives of $10.9 million, $2.9 million, and $9.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, in “Interest Expense” of the Consolidated Statements of Operations. In addition, the Company recorded fair value adjustments of $7.9 million, $4.5 million and $18.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, in “Interest Expense” of the Consolidated Statements of Operations.
Commodity Price Risk
The results of the Company’s operations may be affected by the market prices of oil, natural gas and NGLs. A portion of the Company’s revenue is directly tied to local natural gas, natural gas liquids and condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure of such risk through commodity hedge contracts.
During 2022, the Company entered into 11 commodity swap contracts based on the NGL-Mont Belvieu Purity Ethane-OPIS and Waha Basis index on various notional quantities of natural gas and NGLs. These index swaps are used to hedge against location price risk of the commodity resulting from supply and demand volatility and protect cash flows against price fluctuations. Table below presents detail information of commodity swaps outstanding as of December 31, 2022 (in thousands, except volumes):
December 31, 2022
CommodityInstrumentsUnitVolumeNet Fair Value
Natural Gas (short contracts)Commodity SwapMMBtus5,895,000 $4,737 
NGL (short contracts)Commodity SwapGallons87,906,000 (3,308)
$1,429 
Similarly, in 2021 and 2020 BCP Raptor, LLC (“BCP I”) and BCP Raptor II, LLC (“BCP II”) had WTI crude hedges at a specific notional amount that provided for a fixed price for crude in the Permian Basin and Waha basis hub hedges on various notional quantities of gas that either provided a fixed price differential of natural gas in the Permian Basin relative to the NYMEX natural gas contract or provided a fixed price for natural gas in the Permian Basin. These commodity swaps expired before December 31, 2021.
The fair value or settlement value of the swaps outstanding are presented on a gross basis on the Consolidated Balance Sheet. Commodity swap derivative assets were $4.3 million and nil as of December 31, 2022 and 2021, respectively. Commodity swap derivative liabilities were $5.7 million and $0.2 million as of December 31, 2022 and 2021, respectively. The Company recorded cash settlements on commodity swap derivatives of $0.2 million, $16.5 million, and $1.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, in “Product Revenue” of the Consolidated Statements of Operations. In addition, the Company recorded fair value adjustments of $1.4 million, $16.9 million and $1.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, in “Product Revenue” of the Consolidated Statements of Operations.
v3.22.4
SHARE-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATIONPrior to the Closing, the Company issued incentive units, which included performance and service conditions, to certain employees and board members. The units consisted of Class A-1, Class A-2, and Class A-3 units. These units derived value from the Company’s certain wholly owned subsidiaries. Class A-1 and A-2 units would have vested upon either (i) the date of consummation of a change in control or (ii) the date that is 1-year following the consummation of the initial public offering (“IPO”) of the Company (or its successor) (collectively “Exit Events”). Class A-3 units would have vested upon a change in control, if the participants were employed at the time of the event, or upon termination of the participant by the Company.
Immediately upon Closing, all outstanding Class A-1 and Class A-2 units were cancelled and exchanged for 5,300,000 shares (the “Class A Shares”), post Stock Split, of the Company’s Class A Common Stock. These Class A Shares are issued and outstanding as they were distributed pro rata to all holders of Class A-1 and Class A-2 units by the Common Unit limited partners from the 50,000,000 common units, pre-Stock-Split, that such limited partners received upon the Closing. The Common Unit limited partners redeemed Common Units needed for the Class A shares distribution upon the Closing. The Class A Shares are held in escrow and will vest over three to four years. Similarly, the Class A-3 units were exchanged for approximately 326,000, post Stock Split, Class C Common Stock and Common Units (the “Class C Shares”) and will vest over four years. The Company also issued approximately 76,000, post Stock Split, replacement restricted share awards (“Replacement Awards”) to new employees that transitioned from ALTM as part of the merger. These changes for all three share types established a new measurement date. The Class A Shares, Class C Shares and Replacement Awards were valued based on the Company’s publicly quoted stock price on the measurement date, which was the Closing Date of the Transaction.
During 2022, pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time (the “Plan”), the Company granted a total of 13,941 restricted stock units (“RSUs”) to certain members of the Board, which were valued based on the Company’s publicly quoted stock price on grant date and vested immediately on grant date, which will be settled in shares of Class A Common Stock at such time elected by each non-employee director’s deferral election form. The Company also granted a total of 46,858 RSUs to employees during 2022, which were valued based on the Company’s publicly quoted stock price on grant date and were subject to a vesting period between one and three years, subject to continued employment through the applicable vesting date. Once vested, the employee RSUs will be settled in shares of Class A Common Stock.
With respect to above shares and RSUs, the Company recorded compensation expenses of $42.8 million, in the “General and administrative expenses” of the Consolidated Statement of Operations, for year ended December 31, 2022 based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares. With respect to the above incentive units, no compensation expenses were recorded for the years ended December 31, 2021 and 2020, as the incentive units were considered non-vested prior to their cancellation and exchange for Class A or Class C Common Stock, and no RSUs were granted during 2021 or 2020.
v3.22.4
INCOME TAXES
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The total income tax provision consists of the following:
Year Ended December 31,
202220212020
(In thousands)
Current income taxes:
State$522 $— $— 
522 — — 
Deferred income taxes:
State2,094 1,865 968 
2,094 1,865 968 
Total$2,616 $1,865 $968 
The difference between the effective income tax rate and the U.S. statutory rate is reconciled below:
Year Ended
December 31, 2022
U.S. statutory rate(1)
21.00 %
Tax attributable to Noncontrolling interest (17.55)%
State tax rate1.03 %
Other1.22 %
Valuation allowance(4.67)%
Effective rate1.03 %
(1)Prior to the Closing on February 22, 2022, the Company was organized as a limited partnership and was not subject to the U.S. federal income tax for the years ended December 31, 2021 and 2020.
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,
20222021
(In thousands)
Deferred tax assets:
  Investment in partnership$156,763 $— 
  Net operating losses 61,555 — 
  Other1,412 — 
      Total deferred tax assets219,730 — 
Valuation allowance(219,730)— 
Net deferred tax assets— — 
Deferred tax liabilities:
    Property, plant, and equipment11,018 7,190 
Net deferred tax liabilities$(11,018)$(7,190)
For state purposes, the Company records deferred tax assets and liabilities based on the differences between the carrying value and tax basis of assets and liabilities recorded on the Consolidated Balance Sheets. The deferred tax liabilities recorded as of December 31, 2022 and 2021 relate to these differences.
For federal purposes, the Company has a deferred tax asset related to our investment in the Partnership and net operating losses. The Company recorded a full allowance valuation on its deferred tax assets, as it has determined that more-likely-than-not that the benefit of the deferred tax assets will not be realized.
Internal Revenue Code (“IRC”) Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change. The Company experienced an ownership change within the meaning of IRC Section 382 during 2022 (prior to the closing of the Transaction) that subjected certain of the Company’s tax attributes, including net operating losses ("NOLs"), to an IRC Section 382 limitation. Since the ownership change, the Company has generated additional NOLs and other tax attributes that are not currently subject to an IRC Section 382 limitation.
Upon Closing, the Company assumed certain uncertain tax positions from ALTM. The Company accounts for income taxes in accordance with ASC 740—Income Taxes, which prescribes a minimum recognition threshold a tax position must meet before being recognized in the financial statements. Tax positions generally refer to a position taken in a previously filed income tax return or expected to be included in a tax return to be filed in the future that is reflected in the measurement of current and deferred income tax assets and liabilities. Reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
December 31, 2022
(In thousands)
Balance at beginning of year$— 
Increased related to ALTM acquisition5,238 
Reductions related to current year activities(5,238)
Balance at end of year$— 
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, Company will record income tax interest and penalties as a component of income tax expense. As of December 31, 2022, tax years 2018 through 2022 remain subject to examination by various taxing authorities.
v3.22.4
EARNINGS PER SHARE (EPS)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
EARNINGS PER SHARE (EPS) EARNINGS PER SHARE (EPS)
Basic EPS is computed by dividing net income attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed by dividing net income attributable to the Company by the weighted average number of shares of common stock outstanding and the assumed issuance of all potentially dilutive securities. Each issue of potential common shares is evaluated separately in sequence from the most dilutive to the least dilutive. The dilutive effect of share-based payment awards and stock options is calculated using the treasury stock method, which assumes share purchases are calculated using the average share price of Kinetik common stock during the applicable period. The Company uses the if-converted method to compute potential common shares from potentially dilutive convertible securities. Under the if-converted method, dilutive convertible securities are assumed to be converted from the date of the issuance and the resulting common shares are included in the denominator of the diluted EPS calculation for the period being presented.
The following table sets forth a reconciliation of net income and weighted average shares outstanding used in computing basic and diluted net income per common share:
Year Ended December 31,
202220212020
(In thousands, except per share amounts)
Net income attributable to Class A common shareholders$40,735 $— $— 
Less: Net income available to participating unvested restricted Class A common shareholders(1)
(12,530)— — 
Excess preferred carrying amount over consideration paid(2)
32,900 — — 
Total net income attributable to Class A common shareholders$61,105 $— $— 
Weighted average shares outstanding - basic(3)
41,326 — — 
Dilutive effect(4)(5) of unvested Class A common shares
35 — — 
Weighted average shares outstanding - diluted41,361 — — 
Net income available per common share - basic$1.48 $— $— 
Net income available per common share - diluted$1.48 $— $— 
(1)Represents dividends paid to unvested restricted Class A common shareholders.
(2)Represented excess of carrying value of redeemable noncontrolling interest Preferred Units over redemption price at redemption.
(3)Share amounts have been retrospectively restated to reflect the Company’s two-for-one Stock Split. Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements for further information.
(4)The effect of an assumed exchange of the outstanding public and private warrants for shares of Class A Common Stock would have been anti-dilutive for all periods presented in which the public and private warrants were outstanding.
(5)The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding.
Further discussion of the Company’s outstanding common stock, warrants and any applicable redemption rights is provided in Note 11—Equity and Warrants. Further discussion of the Preferred Units and associated embedded features and earn-out consideration can be found in Note 12—Series A Cumulative Redeemable Preferred Units and Note 18—Commitments and Contingencies, respectively.
v3.22.4
COMMIMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIESAccruals 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, 2022 and 2021, there were no accruals for loss contingencies.
Litigation
The Company is a party to various legal actions arising in the ordinary course of its businesses. In accordance with ASC 450, Contingencies, the Company accrues reserves for outstanding lawsuits, claims, and proceedings when a loss contingency is probable and can be reasonably estimated. The Company estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the legal proceedings in question. Thus, the Company’s exposure and ultimate losses may be higher, and possibly significantly more, than the amounts accrued.
The Company has entered into litigation with two third parties to collect outstanding receivables totaling $19.6 million that remain outstanding from the Winter Storm Uri during February of 2021. Given the counterparties’ sufficient creditworthiness and the valid claims that we hold, no allowance has currently been established for these items as we have legally enforceable agreements with these parties.
Environmental Matters
As an owner of infrastructure assets with rights to surface lands, the Company is subject to various local and federal laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the Company for the cost of pollution clean-up resulting from operations and subject the Company to liability for pollution damages. The Company is not aware of any environmental claims existing as of December 31, 2022, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity.
Contingent Liabilities
2019 PDC Acquisition
As part of the acquisition of Permian Gas on June 11, 2019, consideration included a contingent liability arrangement with PDC Permian, Inc. (“PDC”). The arrangement requires additional monies to be paid by the Company to PDC on a per Mcf basis if the actual annual Mcf volume amounts exceed forecasted annual Mcf volume amounts starting in 2020 and continuing through 2029. The arrangement defines the incentive rate per Mcf for each qualifying year and the total monies paid under this arrangement are capped at $60.5 million. Amounts are payable on an annual basis over the earn-out period. The fair value of the contingent liability recognized on the acquisition date of $3.9 million was estimated utilizing the following key assumptions: (1) present value factors based on the Company’s weighted-average cost of capital, 2) a probability weighted payout based on an estimate of future volumes and (3) a discount period consistent with the arrangement’s life and the respective due dates of the potential future payments. Based on current forecasts and discussions with PDC, management revalued this contingent liability with updated assumptions at each reporting period. The Company did not expect PDC’s actual annual Mcf volume amounts to exceed forecasted amounts as of December 31, 2022; therefore, the estimated fair value of the contingent consideration liability was nil as of December 31, 2022. The estimated fair value of the contingent consideration liability related to this acquisition was $0.8 million as of December 31, 2021.
Original Altus Transaction
As part of the Transaction, the Company assumed contingent liabilities of $4.5 million related to earn-out consideration of up to 2,500,000 shares of Class A Common Stock, which was part of the original Altus transaction, as follows:
• 1,250,000 shares if the per share closing price of the Class A Common Stock as reported by the New York Stock Exchange (“NYSE”) during any 30-trading-day period ending prior to November 9, 2023 is equal to or greater than $140.00 for any 20 trading days within such 30-trading-day period.
• 1,250,000 shares if the per share closing price of the Class A Common Stock as reported by the NYSE during any 30-trading-day period ending prior to November 9, 2023 is equal to or greater than $160.00 for any 20 trading days within such 30-trading-day period.
Pursuant to ASC 805, this earn-out consideration was a pre-existing contingency and accounted for as an assumed liability to the acquirer on the acquisition date. Immediately subsequent to the Closing, the Company evaluated the earn-out consideration classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The Company determined the earn-out consideration to be classified as equity based on the settlement provision.
v3.22.4
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS Related Party Transactions
Transactions between related parties are considered to be related party transactions even though they may not be given accounting recognition. FASB ASC Topic 850, Related Party Transactions (“Topic 850”), requires that transactions with related parties that would make a difference in decision making shall be disclosed so that users of the financial statements can evaluate their significance.
Upon the Closing of the Transaction on February 22, 2022, the following shareholders own more than 10% of the Company’s issued and outstanding Common Stock: BCP Raptor Aggregator LP, Blackstone Management Partners, LLC, BX Permian Pipeline Aggregator LP, Buzzard Midstream LLC and Apache Midstream, LLC. Out of these affiliates, the Company has product and service revenue contracts and operating expense contracts with Apache Midstream. In addition, Apache Midstream acquired Titus Oil and Gas, LLC (“Titus”) in October 2022, at which time Titus became a related party.
The Company identifies the below unconsolidated affiliates as related parties:
Also, upon Closing of the Transaction, the Company acquired initial equity interests in Breviloba, GCX and EPIC- and an additional equity interest in PHP. Investments in these EMIs are accounted for using the equity investment method and are considered unconsolidated affiliates. The Company makes contributions, receives distributions and records equity in earnings or losses from these EMIs. See Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K for further information. In addition to equity investment activities, the Company pays a demand fee to PHP and a capacity fee to Breviloba for certain volumes transported on the Shin Oak NGL Pipeline.
Jetta Permian, LP (“Jetta”) and Primexx Energy Partners, Ltd. (“Primexx”) were affiliates of Blackstone under which we shared common control. Jetta became a related party effective with the Company’s purchase of EagleClaw on June 22, 2017. Effective July 1, 2021, Jetta was acquired by EOG Resources, Inc. and was no longer considered a related party as of December 31, 2021. Primexx became a related party effective October 1, 2017. Effective October 6, 2021, Primexx was no longer considered a related party as it was purchased by Callon Petroleum Company. The Company has commercial gas gathering and processing contracts with Jetta and Primexx.
The following table summarizes transactions with the above unconsolidated affiliates. Investment contributions, distributions and equity in earnings from EMIs are detailed in Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K, thus, not included in the table below. Apache Midstream, Titus, GCX, EPIC and Breviloba were not considered related parties during 2021 and 2020 and Jetta and Primexx were not considered related parties during 2022.
For the Year Ended December 31,
202220212020
(In thousands)
Operating revenue$107,662 $7,300 $13,300 
Operating expense632 — — 
Cost of sales39,304 62,900 37,100 
As of December 31, 2022, accounts receivable due from Apache Midstream and Titus totaled $17.6 million and immaterial accounts payable were due to Apache Midstream or Titus. As of December 31, 2022, no accounts receivable or payable were due from or to PHP or Breviloba. As of December 31, 2021, no accounts receivable or payable were due from or to Jetta or Primexx.
v3.22.4
SEGMENTS
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
SEGMENTS SEGMENTS
Our two operating segments represent the Company’s segments for which discrete financial information is available and is utilized on a regular basis by our chief operating decision maker (“CODM”) to make key operating decisions, assess performance and allocate resources. Our Chief Executive Officer is the CODM. These segments are strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. Upon Closing, our CODM reviewed the Company and ALTM’s reporting segment activities. The Company then renamed its Gathering and Processing segment to Midstream Logistics and its Transmission segment to Pipeline Transportation. These name changes were made to better align segment activities with the name of the respective segment. There was no change in segment composition or structure for the years ended December 31, 2022 and 2021 aside from the additions of new operations as a result of the Transaction.
The activities of each of our reportable segments from which the Company earns revenues, records equity earnings or losses and incurs expenses are described below:

•Midstream Logistics: The Midstream Logistics segment operates under three service offerings, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) water gathering and disposal.
•Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests in four Permian Basin pipelines that access various points along the Texas Gulf Coast, Brandywine NGL Pipeline and Delaware Link Pipeline that is under development. The current operating pipelines transport crude oil, natural gas and NGLs.
The following tables present the reconciliation of the segment profit measure as of and for the years ended December 31, 2022, 2021 and 2020:
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the year ended December 31, 2022(In thousands)
Segment net income (loss) including noncontrolling interests$150,957 $180,965 $(81,201)$250,721 
Add back:
Interest expense (income)47,419 (664)102,497 149,252 
Income tax expense (benefit)456 (39)2,199 2,616 
Depreciation and amortization259,318 1,016 11 260,345 
Contract assets amortization1,807 — — 1,807 
Proportionate EMI EBITDA— 268,826 — 268,826 
Share-based compensation— — 42,780 42,780 
Loss (gain) on disposal of assets12,645 — (34)12,611 
Loss (gain) on debt extinguishment27,983 (8)— 27,975 
Integration costs1,314 93 10,801 12,208 
Acquisition transaction costs9 — 6,403 6,412 
Other one-time costs or amortization14,137 4 2,214 16,355 
Deduct:
Warrant valuation adjustment— — 133 133 
Gain on redemption of mandatorily redeemable Preferred units— — 9,580 9,580 
Gain on embedded derivative— — 89,050 89,050 
Equity income from unconsolidated affiliates— 180,956 — 180,956 
Segment adjusted EBITDA(3)
$516,045 $269,237 $(13,093)$772,189 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the year ended December 31, 2021(In thousands)
Segment net income (loss) including noncontrolling interests$(35,969)$53,318 $(15,867)$1,482 
Add back:
Interest expense110,389 6,976 — 117,365 
Income tax expense 1,535 330 — 1,865 
Depreciation and amortization243,045 513 — 243,558 
Contract assets amortization1,792 — — 1,792 
Proportionate EMI EBITDA— 83,593 — 83,593 
Loss on disposal of assets359 23 — 382 
Derivatives loss due to Winter Storm Uri13,456 — — 13,456 
Acquisition transaction costs— — 5,730 5,730 
Other one-time costs or amortization2,494 182 180 2,856 
    Producer settlement6,827 — — 6,827 
Deduct:
Interest income115 — — 115 
Equity income from unconsolidated affiliates— 63,074 — 63,074 
Gain on debt extinguishment4 — — 4 
 Segment adjusted EBITDA(3)
$343,809 $81,861 $(9,957)$415,713 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the year ended December 31, 2020(In thousands)
Segment loss including noncontrolling interests$(1,128,529)$(17,644)$(9,616)$(1,155,789)
Add back:
Interest expense119,650 15,866 — 135,516 
Income tax expense 968 — — 968 
Depreciation and amortization223,763 — — 223,763 
Contract assets amortization1,805 — — 1,805 
Proportionate EMI EBITDA— 1,150 — 1,150 
Goodwill impairment1,010,773 — — 1,010,773 
Loss on disposal of assets3,454 — — 3,454 
Loss from unconsolidated affiliate— 308 — 308 
Deduct:
Interest income1 1 1 3 
Gain on debt extinguishment868 — — 868 
 Segment adjusted EBITDA(3)
$231,015 $(321)$(9,617)$221,077 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.
(2)Results do not include legacy ALTM prior to February 22, 2022. Refer to Note 1 —Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Form 10-K, for further information on the Company’s basis of presentation.
(3)Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, for a definition and reconciliation to the GAAP measure.
The following tables present the revenue for each individual operating segment for the years ended December 31, 2022, 2021 and 2020:
Midstream LogisticsPipeline TransportationConsolidated
For the year ended December 31, 2022(In thousands)
Revenue$1,198,474 $1,833 $1,200,307 
Other revenue13,175 8 13,183 
Total segment operating revenue$1,211,649 $1,841 $1,213,490 
Midstream LogisticsPipeline TransportationConsolidated
For the year ended December 31, 2021(In thousands)
Revenue$658,299 $— $658,299 
Other revenue3,737 8 3,745 
Total segment operating revenue$662,036 $8 $662,044 
Midstream LogisticsPipeline TransportationConsolidated
For the year ended December 31, 2020(In thousands)
Revenue$408,159 $— $408,159 
Other revenue2,012 5 2,017 
Total segment operating revenue$410,171 $5 $410,176 
The following table presents total capital expenditures, including property, plant and equipment and intangible assets, for each operating segment for the years ended December 31, 2022, 2021 and 2020:
For the Years Ended December 31,
202220212020
(In thousands)
Midstream Logistics$195,346 $82,662 $199,054 
Pipeline Transportation26,233 50 — 
Total capital expenditures$221,579 $82,712 $199,054 
The following table presents total assets for each operating segment as of December 31, 2022 and 2021:
December 31, 2022December 31, 2021
(In thousands)
Midstream Logistics$3,486,948 $2,916,774 
Pipeline Transportation(1)
2,414,829 635,784 
Segment total assets5,901,777 3,552,558 
Corporate and other17,934 648 
Total assets$5,919,711 $3,553,206 
(1)Includes investment in unconsolidated affiliates of $2,381.3 million and $626.5 million as of December 31, 2022 and 2021, respectively.
v3.22.4
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTSIn February 2023, the Board approved a share repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $100 million in the aggregate. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactions and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. The repurchases will depend on market conditions and may be discontinued at any time without prior notice.
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation Basis of PresentationThe accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations have been made and are of a recurring nature unless otherwise disclosed herein. All intercompany balances and transactions have been eliminated in consolidation.
Principles of Consolidation
Prior to the Closing, the Company’s financial statements that were filed with the Securities and Exchange Commission (“SEC”) were derived from ALTM’s accounting records. As the Transaction was determined to be a reverse merger, BCP was considered the accounting acquirer and ALTM was the legal acquirer. The accompanying Consolidated Financial Statements herein include (1) BCP’s net assets carried at historical value, (2) BCP’s historical results of operations prior to the Transaction, (3) the ALTM’s net assets carried at fair value as of the Closing Date and (4) the combined results of operations with the Company’s results presented within the Consolidated Financial Statements from February 22, 2022 going forward. Refer to Note 3—Business Combination to our Consolidated Financial Statements in this Form 10-K for further information.
The Company completed a two-for-one Stock Split on June 8, 2022. All corresponding per-share and share amounts for periods prior to June 8, 2022 have been retrospectively restated in this Form 10-K to reflect the two-for-one Stock Split, except for the number of Common Units and shares of Class C Common Stock described above in relation to the Transaction, which are presented at pre-Stock-Split amounts. This presentation election is consistent with our previous public filings and the terms of the Contribution Agreement.
Use of Estimates
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 consolidated 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 Consolidated Financial Statements, and changes in these estimates are recorded when known. Significant items subject to such estimates and assumptions include the valuation of enterprise value, assets acquired and liabilities assumed in a business combination, derivatives, tangible and intangible assets and impairment of long-lived assets and equity method investments.
Segment Information Segment InformationThe Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer is the CODM. The Company has determined it has two operating segments: (1) Midstream Logistics and (2) Pipeline Transportation.
Revenue Recognition
Revenue Recognition
We provide gathering, processing, and disposal services and we sell commodities (including condensate, natural gas, and NGLs) under various contracts.
The Company recognizes revenue in accordance with the provisions of FASB Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“Topic 606”). We recognize revenues for services and products under revenue contracts as our obligations to perform services or deliver/sell products under the contracts are satisfied. A contract’s transaction price is allocated to each performance obligation in the contract and recognized as revenue when, or as, the performance obligation is satisfied. These contracts include:
a.Fee-based arrangements – Under fee-based contract arrangements, the Company provides gathering, processing and disposal services to producers and earns a net margin based on volumes. While transactions vary in form, the essential element of each transaction is the use of the Company’s assets to transport a product or provide a processed product to an end-user at the tailgate of the plant or pipeline. This revenue stream is generally directly related to the volume of water, natural gas, crude oil, NGLs, and condensate that flows through the Company’s systems and facilities and is not normally dependent on commodity prices. The Company primarily acts as an agent under these contracts selling the underlying commodities on behalf of the producer and remitting back to the producer the net proceeds. These such sales and remitted proceeds are presented net within revenue. However, in certain instances, the Company acts as the principal for processed residue gas and NGLs by purchasing them from the associated producer at the tailgate of the plant at index prices. This purchase and the associated 3rd party sale are presented gross within revenues and cost of sales.
b.Percent-of-proceeds arrangements – Under percentage-of-proceeds based contract arrangements, the Company will gather and process natural gas on behalf of producers and sell the outputs, including residue gas, NGLs and condensate at market prices. The Company remits an agreed-upon percentage of proceeds to the producer based on the market price received from 3rd parties or the index price defined in the contract. Under these arrangements, revenue is recognized net of the agreed-upon proceeds remitted to producers when the Company acts as an agent of the producer for the associated 3rd party sale. However, in certain instances the Company acts as the principal for processed residue gas and NGLs by purchasing these volumes from the associated producer at the tailgate of the plant at index prices. This purchase and the associated 3rd party sale are presented gross within revenues and cost of sales.
c.Percent-of-products arrangements – Under percent-of-products based contract arrangements, the Company will gather and process natural gas on behalf of producers. As partial compensation for services, the producer assigns to the Company, for no additional consideration, all right, title and interest to a set percentage, as defined in the contract, of the processed residue volumes. The Company recognizes the fair value of these products as revenue when the associated performance obligation has been met.
d.Product sales contracts – Under these contracts, we sell natural gas, NGLs or condensate to third parties. These sales are presented gross within revenues and cost of sales or net within revenues depending on whether the Company acts as the agent or the principal in the sale transaction as discussed above.
Our fee-based service contracts primarily have a single performance obligation to deliver a series of distinct goods or services that are substantially the same and have the same pattern of transfer to our producers. For performance obligations associated with these contracts, we recognize revenues over time utilizing the output method based on the actual volumes of products delivered/sold or services performed, because the single performance obligation is satisfied over time using the same performance measure of progress toward satisfaction of the performance obligation. The transaction price under our fee-based service contracts includes variable consideration that varies primarily based on actual volumes that are delivered under the contracts. Because the variable consideration specifically relates to our efforts to transfer the services and/or products under the contracts, we allocate the variable consideration entirely to the distinct service utilizing the allocation exception guidance under Topic 606, and accordingly recognize the variable consideration as revenues at the time the good or service is transferred to the producer.
We recognize revenues at a point in time for performance obligations associated with percent-of-proceeds contract elements, percent-of-products contract elements and product sale contracts, and these revenues are recognized because control of the underlying product is transferred to the customer or producer when the distinct good is provided to the customer or producer.
The evaluation of when performance obligations have been satisfied and the transaction price that is allocated to our performance obligations requires judgments and assumptions, including our evaluation of the timing of when control of the underlying good or service has transferred to our producers or customers. Actual results can vary from those judgments and assumptions.
Minimum Volume Commitments
The Company has certain agreements that provide for quarterly or annual minimum volume commitments (“MVCs”). Under these MVCs, our producers agree to ship and/or process a minimum volume of production on our gathering and processing systems or to pay a minimum monetary amount over certain periods during the term of the MVC. A producer must make a shortfall payment to us at the end of the contracted measurement period if its actual throughput volumes are less than its contractual MVC for that period. None of the Company’s MVC provisions allow for producers to make up past deficient volumes in a future period. However, certain MVC provisions allow producers to carryforward volumes delivered in excess of a current period MVC to future periods. The Company recognizes revenue associated with MVCs when a counterparty has not met the contractual MVC at the completion of the measurement period for the specific commitment or we determine that the counterparty cannot meet the contractual MVC by the end of the contracted measurement period.
Disaggregation of Revenue
The Company disaggregates revenue into categories that depict the nature, amount, and timing of revenue and cash flows based on differing economic risk profiles for each category. In concluding such disaggregation, the Company evaluated the nature of the products and services, consumer markets, sales terms, and sales channels which have similar characteristics such that the level of disaggregation provides an understanding of the Company’s business activities and historical performance. The level of disaggregation is evaluated annually and as appropriate for changes to the Company or its business, either from internal growth, acquisitions, divestitures, or otherwise. See Note 4—Revenue Recognition in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
Current and noncurrent contract liabilities are included in “Other Current Liabilities” and “Contract Liabilities”, respectively, of the Consolidated Balance Sheets.Current and noncurrent contract cost assets are included in “Prepaid and Other Current Assets” and “Deferred Charges and Other Assets”, respectively, of the Consolidated Balance Sheets. The Company amortizes these assets as cost of sales on a straight-line basis over the life of the associated long-term customer contract.
Concentration Risk
Concentration Risk
All operations and efforts of the Company are focused in the oil and gas industry and are subject to the related risks of the industry. The Company’s assets are located in the Delaware Basin. Demand for the Company’s products and services may be influenced by various regional and global factors and may impact the value of the projects the Company is developing.
The Company’s concentration of customers may impact its overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in the economy or other conditions. The Company’s operations involve a variety of counterparties, both investment grade and non-investment grade. The Company analyzes the counterparties’ financial condition prior to entering into an agreement, establishes credit limits and monitors the appropriateness of these limits on an ongoing basis within approved tolerances, with the primary focus on published credit ratings when available and inherent liquidity metrics to mitigate credit risk. Typically, through our customer contracts, the Company takes title to the rich gas and associated plant products (NGLs and residue gas). As such, the inherent risk with these types of contracts is mitigated as the Company receives funds for the disposition and sale of such products from downstream counterparties that are large investment grade entities and is able to deduct all fees owed to it by its customers and associated costs before remitting the balance of any funds back to the relevant customer. For those few counterparties’ that retain ownership of their plant products, the Company attempts to minimize credit risk exposure through its credit policies and monitoring procedures as well as through customer deposits, and letters of credit. The Company manages trade credit risk to mitigate credit losses and exposure to uncollectible trade receivables and generally receivables are collected within 30 days.Major Producers are defined as our producers who we gather natural gas, crude and/or produced water and process gas and dispose of produced water from and account for 10% or more of our cost of sales as presented in the consolidated financial statements.The Company regularly maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses with respect to the related risks to cash and does not believe its exposure to such risk is more than nominal.
Fair Value Measurements
Fair Value Measurements
ASC Topic 820 establishes a framework for measuring fair value in U.S. GAAP, clarifies the definition of fair value within that framework, and requires disclosures about the use of fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.
Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1 inputs). The three levels of the fair value hierarchy under Topic 820 are described below:
Level 1 inputs: Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 inputs: Inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 inputs: Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or inventory parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity.
As such derivative contracts are classified as Level 2 in the hierarchy.The carrying value of the Company’s Public Warrants are recorded at fair value based on quoted market prices, a Level 1 fair value measurement. The carrying value of the Company’s Private Placement Warrants are recorded at fair value determined using an option pricing model, a Level 3 fair value measurementChange in fair value of the warrants since closing of the Transaction through reporting date was recorded in “Interest and other income” of the Consolidated Statement of Operations.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
ASC Topic 815, Derivatives and Hedging (“Topic 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by Topic 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.
For all hedging relationships for which hedge accounting is applied, the Company formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Partnership also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.
When the Company does not elect to apply hedge accounting, the instruments are marked-to-market each period end and changes in fair value, realized or unrealized, are recognized in earnings.
Cash and Cash Equivalents Cash and Cash EquivalentsThe 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.
Accounts Receivable and Current Expected Credit Losses Accounts Receivable and Current Expected Credit LossesAccounts receivable include amounts due from customers for gas, NGLs and condensate sales, pipeline transportation, and gathering, processing and disposal fees, under normal trade terms, generally requiring payment within 30 days. The Company’s current expected credit losses are determined based upon reviews of individual accounts, existing economics, and other pertinent factors.
Gas Imbalance
Gas Imbalance
Quantities of natural gas over-delivered or under-delivered related to imbalance agreements are recorded monthly as receivables or payables using weighted-average prices at the time of the imbalance. These imbalances are typically settled with deliveries of natural gas. We had imbalance receivables of $1.5 million and $1.5 million at December 31, 2022 and 2021, respectively, which are carried at the lower of cost or market value. We had imbalance payables of nil and $0.3 million at December 31, 2022 and 2021, respectively, which approximate the fair value of these imbalances. Imbalance receivables and imbalance payables are included in “Accounts Receivable” and “Accounts Payable”, respectively, on the Consolidated Balance Sheets.
Inventory InventoryOther current assets include condensate, residue gas and NGL inventories that are valued at the lower of cost or net realizable value. At the end of each reporting period, the Partnership assesses the carrying value of inventory and makes any adjustments necessary to reduce the carrying value to the applicable net realizable value.
Property, Plant and Equipment
Property, Plant, and Equipment
Property, plant and equipment are carried at cost or fair market value at the date of acquisition less accumulated depreciation. The cost basis of constructed assets includes materials, labor, and other direct costs. Major improvements or betterments are capitalized, while repairs that do not improve the life of the respective assets are expensed as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
Estimated Useful Life
Buildings30 years
Gathering and processing systems and facilities20 years
Furniture and fixtures7 years
Vehicles5 years
Computer hardware and software3 years
Leases
Leases
The Company's lease portfolio includes certain real estate and equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying assets. The Company excludes variable lease payments in measuring right-of-use (“ROU”) assets and lease liabilities, other than those that depend on an index, a rate or are in-substance fixed payments.
ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date are reduced by lease incentives. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is determined by using the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are excluded from ROU assets and liabilities.
Components of lease costs are presented on the Consolidated Statements of Operations as “General and administrative expense” for real-estate leases and operating expense for non-real estate leases.
Capitalized Interest
Capitalized Interest
The Company’s policy is to capitalize interest cost incurred on debt during the construction of major projects.
Deferred Financing Costs
Deferred Financing Costs
Deferred financing costs consist of fees incurred to secure debt financing and are amortized over the life of the related debt using the effective interest rate method. Deferred financing costs associated with the Company’s unsecured term loans and senior note are presented with the related debt on the Consolidated Balance Sheets, as a reduction to the carrying amounts. Deferred financing costs associated with the Company's revolving credit facilities are presented within “Other Current Assets” and “Deferred Charges and Other Assets” on the Consolidated Balance Sheets.
Asset Retirement Obligation
Asset Retirement Obligation
The Company follows the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations, which require the fair value of a liability related to the retirement of long-lived assets to be recorded at the time a legal obligation is incurred if the liability can be reasonably estimated. The liability is based on future retirement cost estimates and incorporates many assumptions, such as time to permanent removal, future inflation rates and the credit-adjusted risk-free rate of interest. The retirement obligation is recorded at its estimated present value with an offsetting increase to the related asset on the balance sheet. Over time, the liability is accreted to its future value, with the accretion recorded to expense.

The Company’s assets generally consist of gas processing plants, crude storage terminals, saltwater disposal wells, and underground gathering pipelines installed along rights-of-way acquired from landowners and related above-ground facilities. The majority of the rights-of-way agreements do not require the dismantling and removal of the pipelines and reclamation of the rights-of-way upon permanent removal of the pipelines from service. Further, we have in place a rigorous repair and maintenance program that keeps our gathering and processing systems in good working order. As a result, the ultimate dismantlement and removal dates of the Company’s assets are not determinable. As such, the fair value of the liability is not estimable and, therefore, no asset retirement obligation has been recognized in the Consolidated Financial Statements as of December 31, 2022 and 2021.
Environmental Costs
Environmental Costs
The Company is subject to extensive federal, state, and local environmental laws and regulations. These laws, which are constantly changing, regulate the discharge of materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites, if applicable.
Environmental costs that relate to current operations are expensed or capitalized as appropriate. Costs are expensed when they relate to an existing condition caused by past operations and will not contribute to current or future revenue generation. Liabilities related to environmental assessments and/or remedial efforts are accrued when property or services are probable or can reasonably be estimated.
Intangible Assets
Intangible Assets
Intangible assets consist of rights of way agreements and customer contracts. Intangible assets are amortized on a straight-line basis over their estimated economic life or remaining term of the contract and are assessed for impairment with the associated long-lived asset group whenever impairment indicators are present.
Goodwill
Goodwill
Goodwill represents the excess of cost over the fair value of assets of businesses acquired. Goodwill is not amortized, but instead is tested for impairment in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”) at the reporting unit level at least annually. The Company’s reporting unit is subject to impairment testing annually, on November 30, or more frequently if events and circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
ASC 350 provides the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company has the unconditional option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing a quantitative goodwill impairment test. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, a quantitative goodwill impairment test is not necessary. If the assessment of all relevant qualitative factors indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company will perform a quantitative goodwill impairment test. The quantitative impairment test for goodwill consists of a comparison of the fair value of a reporting unit with its carrying value, including the goodwill allocated to that reporting unit. If the carrying value of a reporting unit exceeds its fair value, the Company will recognize an impairment loss equal to the amount of the excess, limited to the amount of goodwill allocated to that reporting unit. Application of the impairment test requires judgement, including the identification of reporting units, assignment of assets and liabilities to reporting units and the determination of the fair value of each reporting unit.Goodwill is tested at least annually as of November 30 of each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce fair value of a reporting unit below its carrying value.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
In accordance with FASB ASC 360, Property, Plant and Equipment (“ASC 360”), long-lived assets, excluding goodwill, to be held and used by the Company are reviewed for impairment annually or on an interim basis if events or circumstances indicate that the fair value of the assets have decreased below their carrying value. For long-lived assets to be held and used, the Company bases their evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present.
The Company’s management assesses whether there has been an impairment trigger, and if a trigger is identified, then the Company would perform an undiscounted cash flow test at the lowest level for which identifiable cash flows are independent of cash flows from other assets. If the sum of the undiscounted future net cash flows is less than the net book value of the property, an impairment loss is recognized for any excess of the property’s net book value over its estimated fair value.
Variable Interest Entity
Variable Interest Entity
The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities. The approach focuses on identifying which enterprise has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and which enterprise has the obligation to absorb losses or the right to receive benefits from the variable interest entity. In the event that the Company is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity would be consolidated in our financial statements. The Company has determined that it has significant influence over the operating and financial policies of the four pipeline entities in which it is invested but does not exercise control over them; and hence, it accounts for these investments using the equity method. Refer to Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K.
Equity Method Investments
Equity Method Investments
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 investments are carried originally at acquisition cost, increased by the Company’s proportionate share of the equity interest’s net income and contributions made, and decreased by the Company’s proportionate share of the equity interest’s net losses and distributions received. The Company determines whether distributions are a return on or a return of the investment based on the nature of the distribution approach, under which the Company classifies distributions from an investee by evaluating the facts, circumstances and nature of each distribution. As distributions from the Company’s equity method investment (“EMI”) pipeline entities are generated from their respective normal course of business, the Company classifies the distributions as return on investments and as cash flow from operating activities. Please refer to Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K, for further information of the Company’s equity method investments. Equity method investments acquired in the Transaction were recorded at fair value upon Closing. See discussion and additional detail in Note 3—Business Combination in the Notes to our Consolidated Financial Statements in this Form 10-K for the purchase price allocation of the Transaction.
Unamortized basis differences will be amortized into equity income over the useful lives of the underlying pipeline assets.Capitalized interest is amortized on a straight-line basis into equity income.
Other Assets
Other Assets
The Company’s accounting policy is to classify its line fill as an other long-term asset to be consistent with industry practices and given line fill is required on the 3rd party pipeline to properly flow the Company’s product. Additionally, this line fill is contractually required to be maintained through the life of the contract with our counterparty and therefore will not be settled within an operating period. Accordingly, the Company has NGL line fill of $10.6 million and $4.1 million within other assets as of December 31, 2022 and 2021, respectively.
Redeemable Noncontrolling Interest
Redeemable Noncontrolling Interest — Common Units Limited Partners
Pursuant to the Contribution Agreement, in connection with the Closing, (i) Contributor contributed all the equity interests of the Contributed Entities to the Partnership; and (ii) in exchange for such contribution, the Partnership issued 50,000,000 common units representing limited partner interests in the Partnership and the Company issued 50,000,000 shares of the Company’s Class C Common Stock, par value $0.0001 per share, to Contributor. Please refer to “The Transaction” above.
The Common Units are redeemable at the option of unit holders and accounted for in the Company’s Consolidated Balance Sheet as a redeemable noncontrolling interest classified as temporary equity. The Company records the redeemable noncontrolling interest at the higher of (i) its initial value plus accumulated earnings/losses associated with the noncontrolling interest or (ii) the maximum redemption value as of the balance sheet date. The redemption value was determined based on a 5-day volume weighted-average closing price of the Class A Common Stock. See discussion and additional details in Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K.
Mandatorily Redeemable Preferred Units
The Partnership issued Series A Cumulative Redeemable Preferred Units (“Preferred Units”) on June 12, 2019. As the Transaction was accounted for as a reverse merger, the Company assumed certain Preferred Units that were issued and outstanding at Closing for accounting purposes.
At the Close of the Transaction, the Company effectuated the Third Amended and Restated Agreement of Limited Partnership of the Partnership (“Partnership LPA”), which among other things, provides for mandatory pro-rata redemptions by the Partnership. Given this mandatory redemption feature and pursuant to ASC 480, liability classification is required for these Preferred Units and the pro rata PIK units. The Company values the liability as of each reporting date and records the change in valuation in the “Other income (expenses)” in the Consolidated Statements of Operations. During 2022, the Company redeemed all outstanding mandatorily redeemable preferred units.
Redeemable Noncontrolling Interest — Preferred Unit Limited Partners
The remaining Preferred Units assumed on the Closing Date do not contain a mandatory redemption feature and are accounted for on the Company’s Consolidated Balance Sheets as a redeemable noncontrolling interest classified as temporary equity in accordance with the terms of the Preferred Units, including the redemption rights with respect thereto. During 2022, the Company redeemed all outstanding redeemable noncontrolling Preferred Units. See discussion and additional detail in Note 12—Series A Cumulative Redeemable Preferred Units in the Notes to our Consolidated Financial Statements in this Form 10-K.
Income Taxes
Income Taxes
The Company is subject to federal income and Texas margin tax. The Texas margin tax is assessed on corporations, limited liability companies, and limited partnerships. As such, the Company accounts for state income taxes in accordance with the asset and liability method of accounting for income taxes. Deferred income taxes are recognized for the tax consequences of temporary differences, at enacted statutory rates, between the consolidated financial statement carrying amounts and the tax bases of existing assets and liabilities. Income tax or benefit represents the current tax payable or refundable for the period, plus or minus the tax effect of the net change in the deferred tax assets and liabilities.
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 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, 2022 and 2021.
For state purposes, the Company records deferred tax assets and liabilities based on the differences between the carrying value and tax basis of assets and liabilities recorded on the Consolidated Balance Sheets.The Company recorded a full allowance valuation on its deferred tax assets, as it has determined that more-likely-than-not that the benefit of the deferred tax assets will not be realized.The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense.
Net Income Per Share
Net Income Per Share
Basic net income per share is calculated by dividing net income 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 per share, as holders of Class C Common Stock are not entitled to any dividends or liquidating distributions. No net income per share was computed for the twelve months ended December 31, 2021 and 2020, as no Class A Common Stock was outstanding with respect to BCP as the accounting acquirer as of December 31, 2021 and 2020.
The Company uses the “if-converted method” to determine the potential dilutive effect of (i) an assumed exchange of outstanding Common Units (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 exercise of the outstanding public and private warrants for shares of Class A Common Stock. 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.
Recently Adopted Accounting Pronouncement and Recent Accounting Pronouncement Not Yet Adopted
Recently Adopted Accounting Pronouncement
Effective January 1, 2021, the Company adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"), which simplifies the limitations on how an entity can designate the hedged risks in certain cash flow and fair value hedging relationships. The guidance better aligns the recognition and presentation of the effects of hedging instrument(s) and item(s) in the financial statements with an entity’s risk management strategies. The adoption of ASU 2017-12 did not have a material impact on the Company’s Consolidated Financial Statements as of December 31, 2021.
Effective January 1, 2021, the Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement (CCA) That is a Service Contract (“ASU 2018-15”). The ASU provides guidance on how to determine whether an arrangement includes a software license or is solely a hosted CCA service. Under the new guidance, the same criteria for capitalizing implementation costs for an arrangement with a software license which falls within the scope of internal – use software guidance will be applied to a hosting arrangement. The new guidance also prescribes the balance sheet, income statement, and cash flow classification of the capitalized implementation costs and related amortization expense. The adoption of ASU 2018-15 did not have a material impact on the Company’s Consolidated Financial Statements.
Effective January 1, 2022, the Company adopted ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”). Current GAAP permits only prepayable financial assets and one or more beneficial interests secured by a portfolio of prepayable financial instruments to be included in a last-of-layer closed portfolio. The amendments in ASU 2022-01 allow nonprepayable financial assets also to be included in a closed portfolio hedged using the portfolio layer method. That expanded scope permits an entity to apply the same portfolio hedging method to both prepayable and nonprepayable financial assets, thereby allowing consistent accounting for similar hedges. The amendments in ASU 2022-01 also clarify the accounting for and promote consistency in the reporting of hedge basis adjustments applicable to both a single hedged layer and multiple hedged layers as follows: (1) an entity is required to maintain basis adjustments in an existing hedge on a closed portfolio basis (that is, not allocated to individual assets), (2) an entity is required to immediately recognize and present the basis adjustment associated with the amount of the designated layer that was breached in interest income. In addition, an entity is required to disclose that amount and the circumstances that led to the breach, (3) an entity is required to disclose the total amount of the basis adjustments in existing hedges as a reconciling amount if other areas of GAAP require the disaggregated disclosure of the amortized cost basis of assets included in the closed portfolio, and (4) an entity is prohibited from considering basis adjustments in an existing hedge when determining credit losses. As the Company does not currently elect to apply hedge accounting, the instruments are marked-to-market each period end and changes in fair value, realized or unrealized, are recognized in earnings. Therefore, adoption of ASU 2022-01 did not have a material impact on the Company’s Consolidated Financial Statements.
Effective January 1, 2022, the Company adopted ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value. With adoption of ASU 2021-08, the Company assumed contract liabilities at carrying value of $9.1 million upon Closing.
Effective January 1, 2022, the Company adopted ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 was issued to ease the potential accounting burden expected when global capital markets move away from LIBOR, the benchmark interest rate banks use to make short-term loans to each other. The amendments in this update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationship, and other transactions affected by reference rate reform if certain criteria are met. Interest rate applied to the Company’s new debt resulting from the comprehensive refinance is based on Secured Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by treasury securities. Refer to Note 8—Debt and Financing Costs in the Notes to our Consolidated Financial Statements of this Form 10-K for discussion of SOFR applicable to the Company’s debt structures.
Recent Accounting Pronouncement Not Yet Adopted
In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to contractual sale restrictions: (1) The fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; (2) The nature and remaining duration of the restriction(s); (3) The circumstances that could cause a lapse in the restriction(s). This guidance is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the effect that ASU 2022-03 will have on its Consolidated Financial Statements.
Debt and Financing Cost The aggregate fees, expenses, and original issue discount paid to obtain the Notes totaled $21.5 million and were capitalized as debt issuance cost and included in the Condensed Balance Sheets as a direct deduction to the NotesIn obtaining the RCA, the Partnership incurred fees and expenses totaling $7.8 million, which was capitalized and included in the Consolidated Balance Sheets as “Prepaid and other current assets” and “Deferred charges and other assets.” the Partnership incurred fees and expenses totaling $7.7 million, which was capitalized as debt issuance cost and included in the Consolidated Balance Sheets as a direct deduction to the Term Loan Credit Facility.At December 31, 2022, the Notes’ fair value was based on Level 1 inputs and the Term Loan Credit Facility and Revolver Credit Facility’s fair value was based on Level 3 inputs. As of December 31, 2022, the current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and “Deferred charges and other assets” of the Consolidated Balance Sheets.
Stockholders' Equity All corresponding per-share and share amounts, excluding the Transaction, for periods prior to June 8, 2022 have been retrospectively restated in this Form 10-K to reflect the Stock Split.
v3.22.4
Fair Value Measures and Disclosures (Policies)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Fair Value Measurements
ASC Topic 820 establishes a framework for measuring fair value in U.S. GAAP, clarifies the definition of fair value within that framework, and requires disclosures about the use of fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.
Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1 inputs). The three levels of the fair value hierarchy under Topic 820 are described below:
Level 1 inputs: Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 inputs: Inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 inputs: Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or inventory parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity.
As such derivative contracts are classified as Level 2 in the hierarchy.The carrying value of the Company’s Public Warrants are recorded at fair value based on quoted market prices, a Level 1 fair value measurement. The carrying value of the Company’s Private Placement Warrants are recorded at fair value determined using an option pricing model, a Level 3 fair value measurementChange in fair value of the warrants since closing of the Transaction through reporting date was recorded in “Interest and other income” of the Consolidated Statement of Operations.
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Operating Revenue by Major Customers Below is a summary of operating revenue by major customers that individually exceeded 10% of consolidated operating revenue:
For the Year Ended December 31,
202220212020
(In thousands)
Customer 1$326,899 $184,967 $71,681 
Customer 293,286 111,742 29,512 
Customer 375,188 59,301 55,573 
Customer 440,187 43,599 52,149 
Customer 5211,093 34,362 9,505 
Others466,837 228,073 191,756 
Consolidated Operating Revenue$1,213,490 $662,044 $410,176 
Summary of Property, Plant and Equipment, Estimated Useful Lives Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
Estimated Useful Life
Buildings30 years
Gathering and processing systems and facilities20 years
Furniture and fixtures7 years
Vehicles5 years
Computer hardware and software3 years
Property, plant, and equipment, at carrying value, is as follows:
December 31,
20222021
(In thousands)
Gathering, processing, and transmission systems and facilities$2,904,084 $2,121,434 
Vehicles9,290 6,090
Computers and equipment4,289 4,271
Less: accumulated depreciation and accretion(474,258)(337,030)
Total depreciable assets, net2,443,405 1,794,765 
Construction in progress70,325 24,888 
Land21,482 19,626 
Total property, plant, and equipment, net$2,535,212 $1,839,279 
v3.22.4
BUSINESS COMBINATION (Tables)
 12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the Transaction in accordance with ASC 805:
(In thousands)Amount
Cash and cash equivalent$13,401 
Accounts receivable2,115 
Accounts receivable - affiliates15,485 
Property, plant, and equipment, net634,923 
Intangible assets, net13,200 
Investments in unconsolidated affiliates1,752,500 
Prepaid expense and other assets7,749 
Goodwill5,077 
Total assets acquired2,444,450 
Accrued expenses and other accrued liabilities5,688 
Long-term debt657,000 
Embedded derivative liabilities89,050 
Contract liabilities9,102 
Mandatory redeemable Preferred Units200,667 
Deferred tax liabilities2,030 
Contingent liabilities4,451 
Total liabilities assumed967,988 
Redeemable noncontrolling interest - Preferred Unit limited partners462,717 
Total consideration transferred$1,013,745 
Schedule of Pro Forma Information
The unaudited supplemental pro forma financials are for informational purposes only and are not indicative of future results. The results below for the years ended December 31, 2022 and 2021 combine the results of the Company and the Partnership, giving effect to the Transaction as if it had been completed on January 1, 2021.
Pro Forma Financials For the Year Ended December 31,
20222021
(In thousands)
Revenues$1,240,343 $822,661 
Net income (loss) including noncontrolling interest$243,301 $(52,172)
v3.22.4
REVENUE RECOGNITION (Tables)
 12 Months Ended
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]  
Summary of Disaggregation of Revenue
The following table presents a disaggregation of the Company’s revenue:
For the Year Ended December 31,
202220212020
(In thousands)
Gathering and processing services$393,954 $272,677 $272,829 
Natural gas, NGLs and condensate sales806,353 385,622 135,330 
Other revenue13,183 3,745 2,017 
   Total revenues and other$1,213,490 $662,044 $410,176 
Schedule of Remaining Performance Obligation, Expected Timing of Satisfaction
The following table presents our estimated revenue from contracts with customers for remaining performance obligations that has not yet been recognized, representing our contractually committed revenues as of December 31, 2022:

Fiscal YearAmount
(In thousands)
2023$38,382 
202439,750 
202545,535 
202634,631 
202735,405 
Thereafter155,888 
$349,591 
Schedule of Contract with Customer, Contract Liability
The following provides information about contract liabilities from contracts with customers:

(In thousands)20222021
Balance as of January 1$14,756 $11,085 
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied(7,180)(423)
Cash received in advance and not recognized as revenue21,724 4,094 
Balance as of December 3129,300 14,756 
Less: Current portion6,607 3,082 
Non-current portion$22,693 $11,674 
v3.22.4
PROPERTY, PLANT AND EQUIPMENT (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Summary of Property, Plant and Equipment, at Cost Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets as follows:
Estimated Useful Life
Buildings30 years
Gathering and processing systems and facilities20 years
Furniture and fixtures7 years
Vehicles5 years
Computer hardware and software3 years
Property, plant, and equipment, at carrying value, is as follows:
December 31,
20222021
(In thousands)
Gathering, processing, and transmission systems and facilities$2,904,084 $2,121,434 
Vehicles9,290 6,090
Computers and equipment4,289 4,271
Less: accumulated depreciation and accretion(474,258)(337,030)
Total depreciable assets, net2,443,405 1,794,765 
Construction in progress70,325 24,888 
Land21,482 19,626 
Total property, plant, and equipment, net$2,535,212 $1,839,279 
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
Intangible assets, net are comprised of the following:
December 31,
20222021
(In thousands)
Customer contracts$1,137,831 $1,135,963 
Right of way assets127,539 99,345 
Less accumulated amortization(569,981)(449,259)
     Total amortizable intangible assets, net$695,389 $786,049 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated aggregate amortization expense for the remaining unamortized balance in years is as following:
Fiscal YearAmount
(In thousands)
2023$119,321 
2024118,538 
2025117,709 
2026111,400 
202777,441 
Thereafter150,980 
      Total$695,389 
v3.22.4
EQUITY METHOD INVESTMENTS (Tables)
 12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Investments As of December 31, 2022, the Company owned investments in the following long-haul pipeline entities in the Permian Basin. These investments were accounted for using the equity method of accounting. For each equity method investment (“EMI”) pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline. The table below presents the ownership percentages and investment balances held by the Company for each entity:
December 31,
20222021
In thousands, except for ownership percentagesOwnershipAmountOwnershipAmount
Permian Highway Pipeline LLC (“PHP”)53.3 %$1,474,800 26.7 %$626,477 
Breviloba LLC (“Breviloba”)33.0 %455,057 — %— 
Gulf Coast Express Pipeline LLC (“GCX”)16.0 %451,483 — %— 
$2,381,340 $626,477 
The following table presents the activities in the Company’s EMIs for the years ended December 31, 2022 and 2021:
Permian Highway Pipeline LLCBreviloba LLCGulf Coast Express Pipeline LLC
Total(2)
(In thousands)
Balance at December 31, 2020$611,216 $— $— $611,216 
Contributions20,522 — — 20,522 
Distributions(68,335)— — (68,335)
Equity income, net63,074 — — 63,074 
Balance at December 31, 2021$626,477 $— $— $626,477 
Acquisitions817,500 467,500 467,500 1,752,500 
Contributions78,171 — — 78,171 
Distributions(170,409)(38,816)(47,539)(256,764)
Equity income, net(1)
123,061 26,373 31,522 180,956 
Balance at December 31, 2022$1,474,800 $455,057 $451,483 $2,381,340 
(1)For the year ended December 31, 2022, net of amortization of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $6.8 million from PHP, $0.6 million from Breviloba and $5.3 million from GCX.
(2)The EMIs acquired in the Transaction are included in the results from February 22, 2022 to December 31, 2022, and this is also the case for the additional 26.67% of PHP that was acquired in the Transaction. The results of the legacy ALTM business are not included in the Company’s consolidated financial statements prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements of this Form 10-K, for further information on the Company’s basis of presentation.
Schedule of Equity Method Investments, Summarized Financial Information (on a 100 percent basis):
For the Year Ended December 31, 2022
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Statements of Operations(In thousands)
Revenues$396,846 $183,328 $364,223 
Operating income 261,04098,119269,150 
Net income 261,02897,834268,493 
For the Year Ended December 31, 2021
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Statements of Operations(In thousands)
Revenues$397,237 $157,683 $362,399 
Operating income237,230 92,568 254,772 
Net income 236,528 92,005 253,535 
For the Year Ended December 31, 2020
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Statements of Operations(In thousands)
Revenues$7,220 $167,784 $366,185 
Operating income (loss)(1,798)102,526 266,219
Net income (loss)(1,140)102,048 264,956
December 31,
20222021
Permian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLCPermian Highway Pipeline LLCBreviloba, LLCGulf Coast Express Pipeline LLC
Balance Sheets(In thousands)
Current assets$94,771 $30,541 $47,935 $69,995 $34,159 $74,408 
Noncurrent assets2,310,739 1,308,087 1,594,623 2,267,940 1,344,178 1,655,941 
Total assets$2,405,510 $1,338,628 $1,642,558 $2,337,935 $1,378,337 $1,730,349 
Current liabilities$63,392 $12,352 $16,103 $36,657 $11,244 $46,151 
Noncurrent liabilities— 9,029 395 — 8,254 461 
Equity2,342,118 1,317,247 1,626,060 2,301,278 1,358,839 1,683,737 
Total liabilities and equity$2,405,510 $1,338,628 $1,642,558 $2,337,935 $1,378,337 $1,730,349 
v3.22.4
DEBT AND FINANCING COSTS (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
The following table summarizes the Company’s debt obligations as of December 31, 2022 and 2021:
December 31,
20222021
(In thousands)
$2.0 billion unsecured term loan
$2,000,000 $— 
$1.0 billion 2030 senior unsecured notes
1,000,000 — 
$1.25 billion revolving line of credit
395,000 — 
$1.25 billion term loan
— 1,175,417 
$690 million term loan
— 639,393 
$513 million term loan
— 479,377 
$125 million revolving line of credit
— 52,000 
        Total Long-term debt3,395,000 2,346,187 
Less: Debt issuance costs, net(1)
(26,490)(38,485)
3,368,510 2,307,702 
Less: Current portion, net— (54,280)
        Long-term portion of debt, net$3,368,510 $2,253,422 
(1)Excluded unamortized debt issuance cost related to the Revolving Credit Facility. Unamortized debt issuance cost associated with the Revolving Credit Facility was $6.9 million and $2.2 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and “Deferred charges and other assets” of the Consolidated Balance Sheets.
Schedule of Financing Costs, Net
The table below presents the components of the Company’s financing costs, net of capitalized interest:
For the Year Ended December 31,
202220212020
(In thousands)
Capitalized interest$(2,747)$(868)$(16,131)
Debt issuance costs9,569 13,369 11,917 
Interest expense142,430 104,864 139,730 
        Total financing costs, net of capitalized interest$149,252 $117,365 $135,516 
Schedule of Future Maturities of Long Term Debt
The following table reflects future maturities of long-term debt for each of the next five years and thereafter. These amounts exclude approximately $26.5 million in unamortized deferred financing costs:
Fiscal YearAmount
(In thousands)
2023$— 
2024— 
20252,000,000 
2026— 
2027395,000 
Thereafter1,000,000 
      Total$3,395,000 
v3.22.4
OTHER CURRENT LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2022
Other Liabilities Disclosure [Abstract]  
Summary of Other Current Liabilities
The following table provides detail of the Company’s other current liabilities at December 31, 2022 and 2021:
December 31,
 20222021
(In thousands)
Accrued product purchases$115,773 $118,364 
Accrued taxes19,509 4,299 
Accrued salaries, vacation, and related benefits3,934 2,113 
Accrued capital expenditures3,892 2,995 
Accrued interest24,815 — 
Accrued other expenses5,991 7,872 
Total other current liabilities$173,914 $135,643 
v3.22.4
LEASES (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of Other Supplemental Lease Information
The following table presents other supplemental lease information:
Year Ended December 31,
20222021
(In thousands)
Operating cash flows from operating lease$37,420 $38,355 
Right-of-use assets obtained in exchange for new operating lease liabilities$7,059 $43,580 
Weighted-average remaining lease term — operating leases (in years)1.721.89
Weighted-average discount rate — operating leases6.62 %7.75 %
Schedule of Future Minimum Lease Payments Under Operating Leases
The following table presents future minimum lease payments under operating leases as of December 31, 2022.
Fiscal YearAmount
(In thousands)
2023$23,554 
20243,458 
20251,070 
2026740 
2027651 
Thereafter1,178 
      Total lease payments30,651 
Less: interest(1,818)
      Present value of lease liabilities$28,833 
v3.22.4
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of Preferred Units
Activities related to Preferred Units for the year ended December 31, 2022 are as follows:

Units OutstandingAmount
(In thousands, except for unit data)
Redeemable noncontrolling interest — Preferred Units, immediately upon Closing Date of Transaction(1)
396,417 $462,717 
  Redemption, including PIK units(396,417)(461,460)
  Cash distribution paid to Preferred Unit limited partners— (6,937)
  Allocation of net income— 18,128 
  Accreted redemption value adjustment— 97,075 
  Excess of carrying amount over redemption price— (109,523)
Redeemable noncontrolling interest — Preferred Units, as of December 31, 2022— $— 
(1)Included 21,417 PIK units on a pro rata basis.
v3.22.4
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021:
December 31, 2022
Level 1Level 2Level 3Total
(In thousands)
Commodity swap$— $4,288 $— $4,288 
Interest rate derivatives— 2,675 — 2,675 
Total assets$— $6,963 $— $6,963 
Commodity swaps$— $5,718 $— $5,718 
Interest rate derivatives— 8,328 — 8,328 
Public warrants50 — — 50 
Private warrants— — 38 38 
Total liabilities$50 $14,046 $38 $14,134 
December 31, 2021
Level 1Level 2Level 3Total
(In thousands)
Commodity swaps$— $205 $— $205 
Interest rate derivatives2,662 — 2,662 
Contingent liabilities— — 839 839 
Total liabilities$— $2,867 $839 $3,706 
v3.22.4
DERIVATIVES AND HEDGING ACTIVITIES (Tables)
 12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Detail Information of Commodity Swaps Outstanding Table below presents detail information of commodity swaps outstanding as of December 31, 2022 (in thousands, except volumes):
December 31, 2022
CommodityInstrumentsUnitVolumeNet Fair Value
Natural Gas (short contracts)Commodity SwapMMBtus5,895,000 $4,737 
NGL (short contracts)Commodity SwapGallons87,906,000 (3,308)
$1,429 
v3.22.4
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Total Income Tax Provision (Benefit)
The total income tax provision consists of the following:
Year Ended December 31,
202220212020
(In thousands)
Current income taxes:
State$522 $— $— 
522 — — 
Deferred income taxes:
State2,094 1,865 968 
2,094 1,865 968 
Total$2,616 $1,865 $968 
Schedule of Reconciliation of Tax on Income (Loss) Before Income Taxes and Total Tax Expense (Benefit)
The difference between the effective income tax rate and the U.S. statutory rate is reconciled below:
Year Ended
December 31, 2022
U.S. statutory rate(1)
21.00 %
Tax attributable to Noncontrolling interest (17.55)%
State tax rate1.03 %
Other1.22 %
Valuation allowance(4.67)%
Effective rate1.03 %
(1)Prior to the Closing on February 22, 2022, the Company was organized as a limited partnership and was not subject to the U.S. federal income tax for the years ended December 31, 2021 and 2020.
Schedule of Net Deferred Tax Assets (Liabilities) The net deferred tax assets consist of the following:
December 31,
20222021
(In thousands)
Deferred tax assets:
  Investment in partnership$156,763 $— 
  Net operating losses 61,555 — 
  Other1,412 — 
      Total deferred tax assets219,730 — 
Valuation allowance(219,730)— 
Net deferred tax assets— — 
Deferred tax liabilities:
    Property, plant, and equipment11,018 7,190 
Net deferred tax liabilities$(11,018)$(7,190)
Schedule of Unrecognized Tax Benefits Reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
December 31, 2022
(In thousands)
Balance at beginning of year$— 
Increased related to ALTM acquisition5,238 
Reductions related to current year activities(5,238)
Balance at end of year$— 
v3.22.4
EARNINGS PER SHARE (EPS) (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Summary of Net (Loss) Per Share
The following table sets forth a reconciliation of net income and weighted average shares outstanding used in computing basic and diluted net income per common share:
Year Ended December 31,
202220212020
(In thousands, except per share amounts)
Net income attributable to Class A common shareholders$40,735 $— $— 
Less: Net income available to participating unvested restricted Class A common shareholders(1)
(12,530)— — 
Excess preferred carrying amount over consideration paid(2)
32,900 — — 
Total net income attributable to Class A common shareholders$61,105 $— $— 
Weighted average shares outstanding - basic(3)
41,326 — — 
Dilutive effect(4)(5) of unvested Class A common shares
35 — — 
Weighted average shares outstanding - diluted41,361 — — 
Net income available per common share - basic$1.48 $— $— 
Net income available per common share - diluted$1.48 $— $— 
(1)Represents dividends paid to unvested restricted Class A common shareholders.
(2)Represented excess of carrying value of redeemable noncontrolling interest Preferred Units over redemption price at redemption.
(3)Share amounts have been retrospectively restated to reflect the Company’s two-for-one Stock Split. Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements for further information.
(4)The effect of an assumed exchange of the outstanding public and private warrants for shares of Class A Common Stock would have been anti-dilutive for all periods presented in which the public and private warrants were outstanding.
(5)The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding.
v3.22.4
RELATED PARTY TRANSACTIONS (Tables)
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Summary of Transactions with Unconsolidated Affiliates The following table summarizes transactions with the above unconsolidated affiliates. Investment contributions, distributions and equity in earnings from EMIs are detailed in Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Form 10-K, thus, not included in the table below. Apache Midstream, Titus, GCX, EPIC and Breviloba were not considered related parties during 2021 and 2020 and Jetta and Primexx were not considered related parties during 2022.
For the Year Ended December 31,
202220212020
(In thousands)
Operating revenue$107,662 $7,300 $13,300 
Operating expense632 — — 
Cost of sales39,304 62,900 37,100 
v3.22.4
SEGMENTS (Tables)
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following tables present the reconciliation of the segment profit measure as of and for the years ended December 31, 2022, 2021 and 2020:
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the year ended December 31, 2022(In thousands)
Segment net income (loss) including noncontrolling interests$150,957 $180,965 $(81,201)$250,721 
Add back:
Interest expense (income)47,419 (664)102,497 149,252 
Income tax expense (benefit)456 (39)2,199 2,616 
Depreciation and amortization259,318 1,016 11 260,345 
Contract assets amortization1,807 — — 1,807 
Proportionate EMI EBITDA— 268,826 — 268,826 
Share-based compensation— — 42,780 42,780 
Loss (gain) on disposal of assets12,645 — (34)12,611 
Loss (gain) on debt extinguishment27,983 (8)— 27,975 
Integration costs1,314 93 10,801 12,208 
Acquisition transaction costs9 — 6,403 6,412 
Other one-time costs or amortization14,137 4 2,214 16,355 
Deduct:
Warrant valuation adjustment— — 133 133 
Gain on redemption of mandatorily redeemable Preferred units— — 9,580 9,580 
Gain on embedded derivative— — 89,050 89,050 
Equity income from unconsolidated affiliates— 180,956 — 180,956 
Segment adjusted EBITDA(3)
$516,045 $269,237 $(13,093)$772,189 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the year ended December 31, 2021(In thousands)
Segment net income (loss) including noncontrolling interests$(35,969)$53,318 $(15,867)$1,482 
Add back:
Interest expense110,389 6,976 — 117,365 
Income tax expense 1,535 330 — 1,865 
Depreciation and amortization243,045 513 — 243,558 
Contract assets amortization1,792 — — 1,792 
Proportionate EMI EBITDA— 83,593 — 83,593 
Loss on disposal of assets359 23 — 382 
Derivatives loss due to Winter Storm Uri13,456 — — 13,456 
Acquisition transaction costs— — 5,730 5,730 
Other one-time costs or amortization2,494 182 180 2,856 
    Producer settlement6,827 — — 6,827 
Deduct:
Interest income115 — — 115 
Equity income from unconsolidated affiliates— 63,074 — 63,074 
Gain on debt extinguishment4 — — 4 
 Segment adjusted EBITDA(3)
$343,809 $81,861 $(9,957)$415,713 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the year ended December 31, 2020(In thousands)
Segment loss including noncontrolling interests$(1,128,529)$(17,644)$(9,616)$(1,155,789)
Add back:
Interest expense119,650 15,866 — 135,516 
Income tax expense 968 — — 968 
Depreciation and amortization223,763 — — 223,763 
Contract assets amortization1,805 — — 1,805 
Proportionate EMI EBITDA— 1,150 — 1,150 
Goodwill impairment1,010,773 — — 1,010,773 
Loss on disposal of assets3,454 — — 3,454 
Loss from unconsolidated affiliate— 308 — 308 
Deduct:
Interest income1 1 1 3 
Gain on debt extinguishment868 — — 868 
 Segment adjusted EBITDA(3)
$231,015 $(321)$(9,617)$221,077 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.
(2)Results do not include legacy ALTM prior to February 22, 2022. Refer to Note 1 —Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Form 10-K, for further information on the Company’s basis of presentation.
(3)Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, for a definition and reconciliation to the GAAP measure.
The following tables present the revenue for each individual operating segment for the years ended December 31, 2022, 2021 and 2020:
Midstream LogisticsPipeline TransportationConsolidated
For the year ended December 31, 2022(In thousands)
Revenue$1,198,474 $1,833 $1,200,307 
Other revenue13,175 8 13,183 
Total segment operating revenue$1,211,649 $1,841 $1,213,490 
Midstream LogisticsPipeline TransportationConsolidated
For the year ended December 31, 2021(In thousands)
Revenue$658,299 $— $658,299 
Other revenue3,737 8 3,745 
Total segment operating revenue$662,036 $8 $662,044 
Midstream LogisticsPipeline TransportationConsolidated
For the year ended December 31, 2020(In thousands)
Revenue$408,159 $— $408,159 
Other revenue2,012 5 2,017 
Total segment operating revenue$410,171 $5 $410,176 
The following table presents total capital expenditures, including property, plant and equipment and intangible assets, for each operating segment for the years ended December 31, 2022, 2021 and 2020:
For the Years Ended December 31,
202220212020
(In thousands)
Midstream Logistics$195,346 $82,662 $199,054 
Pipeline Transportation26,233 50 — 
Total capital expenditures$221,579 $82,712 $199,054 
The following table presents total assets for each operating segment as of December 31, 2022 and 2021:
December 31, 2022December 31, 2021
(In thousands)
Midstream Logistics$3,486,948 $2,916,774 
Pipeline Transportation(1)
2,414,829 635,784 
Segment total assets5,901,777 3,552,558 
Corporate and other17,934 648 
Total assets$5,919,711 $3,553,206 
(1)Includes investment in unconsolidated affiliates of $2,381.3 million and $626.5 million as of December 31, 2022 and 2021, respectively.
v3.22.4
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details)
Jun. 08, 2022
May 19, 2022
Dec. 31, 2022
power_generator
$ / shares
shares
Feb. 22, 2022
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Schedule Of Organization [Line Items]          
Percent of common stock, issued and outstanding, owned       5.00%  
Number of entities with equity interests | power_generator     4    
Class C Common Stock          
Schedule Of Organization [Line Items]          
Common stock, shares issued (in shares)     94,270,000 50,000,000 100,000,000
Common stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001 $ 0.0001
Class C Common Stock | Common Stock          
Schedule Of Organization [Line Items]          
Stock split, conversion ratio 2 2      
Class A Common Stock          
Schedule Of Organization [Line Items]          
Common stock, shares issued (in shares)     45,679,447   0
Common stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001 $ 0.0001
Class A Common Stock | Common Stock          
Schedule Of Organization [Line Items]          
Stock split, conversion ratio 2        
Altus Midstream LP          
Schedule Of Organization [Line Items]          
Common stock, shares issued (in shares)       50,000,000  
BCP Raptor Holdco, LLC          
Schedule Of Organization [Line Items]          
Percent of common stock, issued and outstanding, owned       75.00%  
Apache Midstream          
Schedule Of Organization [Line Items]          
Percent of common stock, issued and outstanding, owned       20.00%  
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Segment Information (Details)
 12 Months Ended
Dec. 31, 2022
Segment
Accounting Policies [Abstract]  
Number of operating segments 2
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Summary of Operating Revenue by Major Customers (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Concentration Risk [Line Items]      
Total operating revenues [1] $ 1,213,490 $ 662,044 $ 410,176
Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues 1,213,490 662,044 410,176
Customer 1 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues 326,899 184,967 71,681
Customer 2 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues 93,286 111,742 29,512
Customer 3 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues 75,188 59,301 55,573
Customer 4 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues 40,187 43,599 52,149
Customer 5 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues 211,093 34,362 9,505
Others | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total operating revenues $ 466,837 $ 228,073 $ 191,756
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Concentration Risk (Details)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounts Receivable | Customer Concentration Risk | Customers 1-4      
Concentration Risk [Line Items]      
Concentration risk, percentage 58.00% 72.00%  
Cost of sales | Supplier Concentration Risk | Five Producers      
Concentration Risk [Line Items]      
Concentration risk, percentage 87.00% 92.00%  
Cost of sales | Supplier Concentration Risk | Three Producers      
Concentration Risk [Line Items]      
Concentration risk, percentage     76.00%
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Cash and cash equivalents $ 6,394 $ 18,729
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Accounts Receivable and Current Expected Credit Losses (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Accounts receivable, allowance for credit losses $ 1,000 $ 1,000
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Gas Imbalance (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Gas imbalance receivables $ 1,500,000 $ 1,500,000
Gas imbalance payables $ 0 $ 300,000
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Inventory (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Inventory $ 4.8 $ 2.1
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Property, Plant, and Equipment (Details)
 12 Months Ended
Dec. 31, 2022
Buildings  
Property, Plant and Equipment [Line Items]  
Estimated useful life 30 years
Gathering and processing systems and facilities  
Property, Plant and Equipment [Line Items]  
Estimated useful life 20 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Estimated useful life 7 years
Vehicles  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Computers and equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Asset Retirement Obligation and Environmental Costs (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Asset retirement obligation $ 0 $ 0
Environmental liabilities $ 0  
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Impairment of Long-Lived Asset and Other Assets (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]    
Impairment of long-lived assets $ 0 $ 0
Other assets $ 10,600,000 $ 4,100,000
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Redeemable Noncontrolling Interest (Details) - $ / shares
Dec. 31, 2022
Feb. 22, 2022
Dec. 31, 2021
Altus Midstream LP      
Class of Stock [Line Items]      
Common stock, shares issued (in shares)   50,000,000  
Class C Common Stock      
Class of Stock [Line Items]      
Common stock, shares issued (in shares) 94,270,000 50,000,000 100,000,000
Common stock, par value (in USD per share) $ 0.0001 $ 0.0001 $ 0.0001
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Net Income Per Share (Details) - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Net income available per common share - basic (in USD per share) $ 1.48 $ 0 $ 0
Net income available per common share - diluted (in USD per share) $ 1.48 $ 0 $ 0
Class A Common Stock      
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]      
Shares outstanding (in shares)   0 0
v3.22.4
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Accounting Pronouncements (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Jan. 01, 2022
Dec. 31, 2021
Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Contract liability $ 29,300   $ 14,756 $ 11,085
Accounting Standards Update 2021-08        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Contract liability   $ 9,100    
v3.22.4
BUSINESS COMBINATION - Additional Information (Details) - USD ($)
$ in Thousands
 10 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Feb. 22, 2022
Business Acquisition [Line Items]          
Goodwill $ 5,077 $ 5,077 $ 0    
Total operating revenues [1]   1,213,490 662,044 $ 410,176  
Net income attributable to Class A common shareholders   40,735 0 $ 0  
BCP and BCP GP          
Business Acquisition [Line Items]          
Goodwill 5,100 5,100     $ 5,077
Acquisition-related transaction costs   6,400 $ 31,200    
Total operating revenues 129,400        
Net income attributable to Class A common shareholders $ 44,800        
Reversal of acquisition related expenses   $ 21,000      
Class C Common Stock          
Business Acquisition [Line Items]          
Common stock, shares issued (in shares) 94,270,000 94,270,000 100,000,000   50,000,000
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
BUSINESS COMBINATION - Allocation of Acquisition Costs to Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Feb. 22, 2022
Dec. 31, 2021
Business Acquisition [Line Items]      
Goodwill $ 5,077   $ 0
BCP and BCP GP      
Business Acquisition [Line Items]      
Cash and cash equivalent   $ 13,401  
Accounts receivable   2,115  
Accounts receivable - affiliates   15,485  
Property, plant, and equipment, net   634,923  
Intangible assets, net   13,200  
Investments in unconsolidated affiliates   1,752,500  
Prepaid expense and other assets   7,749  
Goodwill $ 5,100 5,077  
Total assets acquired   2,444,450  
Accrued expenses and other accrued liabilities   5,688  
Long-term debt   657,000  
Embedded derivative liabilities   89,050  
Contract liabilities   9,102  
Mandatory redeemable Preferred Units   200,667  
Deferred tax liabilities   2,030  
Contingent liabilities   4,451  
Total liabilities assumed   967,988  
Redeemable noncontrolling interest - Preferred Unit limited partners   462,717  
Total consideration transferred   $ 1,013,745  
v3.22.4
BUSINESS COMBINATION - Pro Forma (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]    
Revenues $ 1,240,343 $ 822,661
Net income including noncontrolling interest $ 243,301 $ (52,172)
v3.22.4
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Total operating revenues [1] $ 1,213,490 $ 662,044 $ 410,176
Gathering and processing services      
Disaggregation of Revenue [Line Items]      
Total operating revenues 393,954 272,677 272,829
Natural gas, NGLs and condensate sales      
Disaggregation of Revenue [Line Items]      
Total operating revenues 806,353 385,622 135,330
Other revenue      
Disaggregation of Revenue [Line Items]      
Total operating revenues $ 13,183 $ 3,745 $ 2,017
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
REVENUE RECOGNITION - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Total operating revenues [1] $ 1,213,490 $ 662,044 $ 410,176
Contract with customer, liability, increase 14,500    
Capitalized contract cost 17,800 18,400  
Amortization of contract costs 1,807 1,792 1,805
Minimum Volume Commitments      
Disaggregation of Revenue [Line Items]      
Total operating revenues $ 4,000 $ 2,500 $ 100
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
REVENUE RECOGNITION - Remaining Performance Obligations (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 349,591
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 38,382
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 39,750
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 45,535
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 34,631
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 35,405
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 155,888
Expected timing of satisfaction, period
v3.22.4
REVENUE RECOGNITION - Contract Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Contract with Customer, Liability [Roll Forward]    
Balance as of January 1 $ 14,756 $ 11,085
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied (7,180) (423)
Cash received in advance and not recognized as revenue 21,724 4,094
Cash received in advance and not recognized as revenue 29,300 14,756
Less: Current portion 6,607 3,082
Non-current portion $ 22,693 $ 11,674
v3.22.4
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]      
Less: accumulated depreciation $ (474,258) $ (337,030)  
Total depreciable assets, net 2,443,405 1,794,765  
Total property, plant and equipment, net 2,535,212 1,839,279  
Depreciation expense 139,600 106,800 $ 97,400
Capitalized interest 1,400 900 $ 16,100
Gathering, processing, and transmission systems and facilities      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 2,904,084 2,121,434  
Vehicles      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 9,290 6,090  
Computers and equipment      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 4,289 4,271  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 70,325 24,888  
Land      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross $ 21,482 $ 19,626  
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Feb. 22, 2022
Business Acquisition [Line Items]        
Goodwill $ 5,077,000 $ 0    
Goodwill impairment $ 0 0 $ 1,010,773,000  
Finite-Lived Intangible Assets [Line Items]        
Initial term 10 years      
Option to renewal 10 years      
Percent of original consideration paid 130.00%      
Weighted average amortization period 7 years 5 months 19 days      
Amortization of intangible assets $ 120,700,000 136,800,000 126,400,000  
Impairment of intangible assets $ 0 $ 0 $ 0  
Right of way assets        
Finite-Lived Intangible Assets [Line Items]        
Useful life 10 years      
Weighted average amortization period 7 years 25 days      
Customer contracts        
Finite-Lived Intangible Assets [Line Items]        
Weighted average amortization period 7 years 6 months 10 days      
Minimum        
Finite-Lived Intangible Assets [Line Items]        
Remaining term 1 year      
Maximum        
Finite-Lived Intangible Assets [Line Items]        
Remaining term 20 years      
BCP and BCP GP        
Business Acquisition [Line Items]        
Goodwill $ 5,100,000     $ 5,077,000
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET - Intangible Asset (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Less accumulated amortization $ (569,981) $ (449,259)
Total amortizable intangible assets, net 695,389 786,049
Customer contracts    
Finite-Lived Intangible Assets [Line Items]    
Total amortizable intangible assets, gross 1,137,831 1,135,963
Right of way assets    
Finite-Lived Intangible Assets [Line Items]    
Total amortizable intangible assets, gross $ 127,539 $ 99,345
v3.22.4
GOODWILL AND INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Estimated future amortization expense of intangible assets    
2023 $ 119,321  
2024 118,538  
2025 117,709  
2026 111,400  
2027 77,441  
Thereafter 150,980  
Total amortizable intangible assets, net $ 695,389 $ 786,049
v3.22.4
EQUITY METHOD INVESTMENTS - Information of Equity Method Investments (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Feb. 22, 2022
Schedule of Equity Method Investments [Line Items]        
Equity method interests $ 2,381,340,000 $ 626,477,000 $ 611,216,000  
Acquisitions 1,752,500,000      
Difference between carrying amount and underlying equity 363,200,000 0    
Capitalized interest 13,400,000 12,800,000    
Movement In Equity Method Interests [Roll Forward]        
Beginning balance 626,477,000 611,216,000    
Acquisitions     306,532,000  
Contributions 78,171,000 20,522,000    
Distributions (256,764,000) (68,335,000)    
Equity income, net 180,956,000 63,074,000 (308,000)  
Ending balance $ 2,381,340,000 $ 626,477,000 611,216,000  
PHP        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 53.30% 26.70%   26.67%
Equity method interests $ 1,474,800,000 $ 626,477,000 611,216,000  
Acquisitions 817,500,000      
Movement In Equity Method Interests [Roll Forward]        
Beginning balance 626,477,000 611,216,000    
Contributions 78,171,000 20,522,000    
Distributions (170,409,000) (68,335,000)    
Equity income, net 123,061,000 63,074,000    
Ending balance 1,474,800,000 $ 626,477,000 611,216,000  
Amortization $ 6,800,000      
Breviloba, LLC (Shin Oak)        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 33.00% 0.00%    
Equity method interests $ 455,057,000 $ 0 0  
Acquisitions 467,500,000      
Movement In Equity Method Interests [Roll Forward]        
Beginning balance 0 0    
Contributions 0 0    
Distributions (38,816,000) 0    
Equity income, net 26,373,000 0    
Ending balance 455,057,000 $ 0 0  
Amortization $ 600,000      
Gulf Coast Express Pipeline LLC        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 16.00% 0.00%    
Equity method interests $ 451,483,000 $ 0 0  
Acquisitions 467,500,000      
Movement In Equity Method Interests [Roll Forward]        
Beginning balance 0 0    
Contributions 0 0    
Distributions (47,539,000) 0    
Equity income, net 31,522,000 0    
Ending balance 451,483,000 $ 0 $ 0  
Amortization $ 5,300,000      
EPIC Crude Holdings, LP        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 15.00%      
Movement In Equity Method Interests [Roll Forward]        
Contributions $ 0      
Distributions 0      
Equity income, net $ 0      
v3.22.4
EQUITY METHOD INVESTMENTS - Summarized Financial Information of Equity Method Investments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statements of Operations      
Operating income (loss) $ 150,489 $ 53,491 $ (1,020,473)
Net income (loss) 250,721 1,482 (1,155,789)
Balance Sheets      
Current assets 241,867 217,519  
Noncurrent assets 5,677,844 3,335,687  
Total assets 5,919,711 3,553,206  
Current liabilities 227,828 240,925  
Noncurrent liabilities 3,419,249 2,305,433  
Total liabilities, noncontrolling interests, and equity 5,919,711 3,553,206  
Permian Highway Pipeline LLC      
Statements of Operations      
Revenues 396,846 397,237 7,220
Operating income (loss) 261,040 237,230 (1,798)
Net income (loss) 261,028 236,528 (1,140)
Balance Sheets      
Current assets 94,771 69,995  
Noncurrent assets 2,310,739 2,267,940  
Total assets 2,405,510 2,337,935  
Current liabilities 63,392 36,657  
Noncurrent liabilities 0 0  
Equity 2,342,118 2,301,278  
Total liabilities, noncontrolling interests, and equity 2,405,510 2,337,935  
Breviloba      
Statements of Operations      
Revenues 183,328 157,683 167,784
Operating income (loss) 98,119 92,568 102,526
Net income (loss) 97,834 92,005 102,048
Balance Sheets      
Current assets 30,541 34,159  
Noncurrent assets 1,308,087 1,344,178  
Total assets 1,338,628 1,378,337  
Current liabilities 12,352 11,244  
Noncurrent liabilities 9,029 8,254  
Equity 1,317,247 1,358,839  
Total liabilities, noncontrolling interests, and equity 1,338,628 1,378,337  
Gulf Coast Express Pipeline LLC      
Statements of Operations      
Revenues 364,223 362,399 366,185
Operating income (loss) 269,150 254,772 266,219
Net income (loss) 268,493 253,535 $ 264,956
Balance Sheets      
Current assets 47,935 74,408  
Noncurrent assets 1,594,623 1,655,941  
Total assets 1,642,558 1,730,349  
Current liabilities 16,103 46,151  
Noncurrent liabilities 395 461  
Equity 1,626,060 1,683,737  
Total liabilities, noncontrolling interests, and equity $ 1,642,558 $ 1,730,349  
v3.22.4
DEBT AND FINANCING COSTS - Additional Information (Details) - USD ($)
 12 Months Ended
Jun. 15, 2027
Jun. 08, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]          
Unamortized debt issuance cost     $ 26,500,000 $ 38,500,000  
Deferred financing costs     26,490,000 38,485,000  
Loss (gain) on debt extinguishment     27,975,000 (4,000) $ (868,000)
Debt, fair value     2,820,000,000 2,340,000,000  
Amortization of deferred financing costs     9,569,000 13,369,000 $ 11,917,000
Revolving Credit Facility | One-Month SOFR          
Debt Instrument [Line Items]          
Effective percentage   1.00%      
Revolving Credit Facility | One-Month SOFR | Minimum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   0.25%      
Revolving Credit Facility | One-Month SOFR | Maximum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   1.00%      
Revolving Credit Facility | One, Three or Six-Month SOFR          
Debt Instrument [Line Items]          
Effective percentage   0.10%      
Revolving Credit Facility | One, Three or Six-Month SOFR | Minimum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   1.25%      
Revolving Credit Facility | One, Three or Six-Month SOFR | Maximum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   2.00%      
Revolving Credit Facility | Overnight Bank Funding Rate          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   0.50%      
Term Loan Credit Facility | One-Month SOFR          
Debt Instrument [Line Items]          
Effective percentage   1.00%      
Term Loan Credit Facility | One-Month SOFR | Minimum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   0.25%      
Term Loan Credit Facility | One-Month SOFR | Maximum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   1.00%      
Term Loan Credit Facility | One, Three or Six-Month SOFR          
Debt Instrument [Line Items]          
Effective percentage   0.10%      
Term Loan Credit Facility | One, Three or Six-Month SOFR | Minimum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   1.25%      
Term Loan Credit Facility | One, Three or Six-Month SOFR | Maximum          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   2.00%      
Term Loan Credit Facility | Overnight Bank Funding Rate          
Debt Instrument [Line Items]          
Debt instrument, basis spread on variable rate   0.50%      
Additional Percent Added | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   0.05%      
If Neither of the Sustainability Performance Targets as Set Forth | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   0.05%      
If Only One of the Sustainability Performance Targets as Set Forth | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   0.00%      
If Both of the Sustainability Performance Targets as Set Forth | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   (0.05%)      
$1.25 billion revolving credit facility | Revolving Credit Facility          
Debt Instrument [Line Items]          
Unamortized debt issuance cost   $ 7,800,000 6,900,000 $ 2,200,000  
Senior Notes | 5.875% Senior Notes Due 2030          
Debt Instrument [Line Items]          
Face amount   $ 1,000,000,000.00      
Stated percentage   5.875%      
Debt instrument, redemption price, percentage   99.588%      
Fee, expense, and original issue discounts   $ 21,500,000      
Senior Notes | 5.875% Senior Notes Due 2030 | Scenario, Forecast          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease) 0.25%        
Senior Notes | 5.875% Senior Notes Due 2030 | Scenario, Forecast | Additional Increase if Sustainability Performance Targets are Met          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease) 0.0833%        
Unsecured Debt | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt maximum borrowing capacity   $ 1,250,000,000      
Unsecured Debt | Revolving Credit Facility | Minimum          
Debt Instrument [Line Items]          
Line of credit facility, unused capacity, commitment fee percentage   0.15%      
Unsecured Debt | Revolving Credit Facility | Maximum          
Debt Instrument [Line Items]          
Line of credit facility, unused capacity, commitment fee percentage   0.35%      
Unsecured Debt | Term Loan Credit Facility          
Debt Instrument [Line Items]          
Debt maximum borrowing capacity   $ 2,000,000,000      
Deferred financing costs   $ 7,700,000      
Term Loan | Additional Percent Added          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   0.05%      
Term Loan | If Neither of the Sustainability Performance Targets as Set Forth          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   0.05%      
Term Loan | If Only One of the Sustainability Performance Targets as Set Forth          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   0.00%      
Term Loan | If Both of the Sustainability Performance Targets as Set Forth          
Debt Instrument [Line Items]          
Debt instrument, interest rate, increase (decrease)   (0.05%)      
Term Loan | $1.25 billion revolving credit facility          
Debt Instrument [Line Items]          
Face amount     1,250,000,000    
Line of Credit          
Debt Instrument [Line Items]          
Loss (gain) on debt extinguishment     $ 28,000,000    
v3.22.4
DEBT AND FINANCING COSTS - Schedule of Long-Term Debt (Details) - USD ($)
Dec. 31, 2022
Jun. 08, 2022
Dec. 31, 2021
Debt Instrument [Line Items]      
Total Long-term debt $ 3,395,000,000   $ 2,346,187,000
Less: Debt issuance costs, net (26,490,000)   (38,485,000)
Debt outstanding 3,368,510,000   2,307,702,000
Less: Current portion, net 0   (54,280,000)
Long-term portion of debt, net 3,368,510,000   2,253,422,000
Unamortized debt issuance cost 26,500,000   38,500,000
$1.0 billion 2030 senior unsecured notes      
Debt Instrument [Line Items]      
Face amount 1,000,000.0    
Total Long-term debt 1,000,000,000   0
$1.25 billion revolving credit facility | Revolving Credit Facility      
Debt Instrument [Line Items]      
Unamortized debt issuance cost 6,900,000 $ 7,800,000 2,200,000
Term Loan | $2.0 billion unsecured term loan      
Debt Instrument [Line Items]      
Face amount 2,000,000,000.0    
Total Long-term debt 2,000,000,000   0
Term Loan | $1.25 billion revolving credit facility      
Debt Instrument [Line Items]      
Face amount 1,250,000,000    
Total Long-term debt 395,000,000   0
Term Loan | $1.25 billion term loan      
Debt Instrument [Line Items]      
Face amount     1,250,000
Total Long-term debt 0   1,175,417,000
Term Loan | $690 million term loan      
Debt Instrument [Line Items]      
Face amount     690,000,000
Total Long-term debt 0   639,393,000
Term Loan | $513 million term loan      
Debt Instrument [Line Items]      
Face amount     513,000,000
Total Long-term debt 0   479,377,000
Line of Credit | $125 million revolving line of credit      
Debt Instrument [Line Items]      
Debt maximum borrowing capacity     125,000,000
Total Long-term debt $ 0   $ 52,000,000
v3.22.4
DEBT AND FINANCING COSTS - Schedule of Financing Costs, Net of Capitalized Interest (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Debt Disclosure [Abstract]      
Capitalized interest $ 2,747 $ 868 $ 16,131
Debt issuance costs 9,569 13,369 11,917
Interest expense 142,430 104,864 139,730
Total financing costs, net of capitalized interest $ 149,252 $ 117,365 $ 135,516
v3.22.4
DEBT AND FINANCING COSTS - Schedule of Future Maturities of Long Term Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Debt Disclosure [Abstract]    
2023 $ 0  
2024 0  
2025 2,000,000  
2026 0  
2027 395,000  
Thereafter 1,000,000  
Total $ 3,395,000 $ 2,346,187
v3.22.4
OTHER CURRENT LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Other Liabilities Disclosure [Abstract]    
Accrued product purchases $ 115,773 $ 118,364
Accrued taxes 19,509 4,299
Accrued salaries, vacation, and related benefits 3,934 2,113
Accrued capital expenditures 3,892 2,995
Accrued interest 24,815 0
Accrued other expenses 5,991 7,872
Total other current liabilities $ 173,914 $ 135,643
v3.22.4
LEASES - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease cost $ 37.7 $ 38.7 $ 43.6
Short-term lease cost 6.2 4.8 2.8
Variable lease costs $ 0.0 $ 0.0 $ 0.0
v3.22.4
LEASES - Schedule of Other Supplemental Lease Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating cash flows from operating lease $ 37,420 $ 38,355  
Right-of-use assets obtained in exchange for new operating lease liabilities $ 7,059 $ 43,580 $ 16,991
Weighted-average remaining lease term — operating leases (in years) 1 year 8 months 19 days 1 year 10 months 20 days  
Weighted-average discount rate — operating leases 6.62% 7.75%  
v3.22.4
LEASES - Schedule of Future Minimum Lease Payments Under Operating Leases (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Leases [Abstract]  
2023 $ 23,554
2024 3,458
2025 1,070
2026 740
2027 651
Thereafter 1,178
Total lease payments 30,651
Less: interest (1,818)
Present value of lease liabilities $ 28,833
v3.22.4
EQUITY AND WARRANTS (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 17, 2023
$ / shares
May 19, 2022
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
shares
Feb. 22, 2022
$ / shares
shares
Dec. 31, 2019
shares
Class of Stock [Line Items]              
Notice period to redeem warrants     30 days        
Threshold trading days     20 days        
Trading period     30 days        
Warrants outstanding, fair value | $     $ 100        
Percent of distributions or dividends reinvested in newly issued Class A shares           100.00%  
Class A Common Stock issued through dividend and distribution reinvestment plan | $     $ 263,285 $ 0 $ 0    
Class A Common Stock              
Class of Stock [Line Items]              
Common stock, shares issued (in shares)     45,679,447 0      
Common stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001   $ 0.0001  
Common stock, redemption ratio     1        
Common stock, shares outstanding (in shares)     45,679,447 0      
Warrant exercise price (in USD per share) | $ / shares     $ 115.00        
Percent of required investment           20.00%  
Class A Common Stock issued through dividend and distribution reinvestment plan | $     $ 263,300        
Stock split, additional share issued for each share outstanding (in shares)   1          
Class C Common Stock              
Class of Stock [Line Items]              
Common stock, shares issued (in shares)     94,270,000 100,000,000   50,000,000  
Common stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001   $ 0.0001  
Common stock, shares outstanding (in shares)     94,270,000 100,000,000      
Stock split, additional share issued for each share outstanding (in shares)   1          
Subsequent Event | Class A Common Stock              
Class of Stock [Line Items]              
Dividends declared (in USD per share) | $ / shares $ 0.75            
Public warrants              
Class of Stock [Line Items]              
Number of warrant outstanding (in shares)     12,577,350        
Redemption price of warrants (in USD per share) | $ / shares     $ 0.01        
Warrants outstanding, fair value | $     $ 50        
Public warrants | Class A Common Stock              
Class of Stock [Line Items]              
Class of warrant or right, purchase ratio for common stock     0.1        
Private warrants              
Class of Stock [Line Items]              
Number of warrant outstanding (in shares)     6,364,281        
Warrants outstanding, fair value | $     $ 38        
Common Stock              
Class of Stock [Line Items]              
Stock price trigger (in USD per share) | $ / shares     $ 180.00        
Common Stock | Class A Common Stock              
Class of Stock [Line Items]              
Common stock, shares outstanding (in shares) [1]     45,679,000 0 0   0
Dividends, cash | $     $ 40,500        
Common Stock | Class C Common Stock              
Class of Stock [Line Items]              
Issuance of shares (in shares)     5,730,000        
Common stock, shares outstanding (in shares) [1]     94,270,000 100,000,000 101,198,000   91,929,000
Altus Midstream LP              
Class of Stock [Line Items]              
Common stock, shares issued (in shares)           50,000,000  
Apache | Private warrants              
Class of Stock [Line Items]              
Number of warrant outstanding (in shares)     3,182,140        
Kinetik LP | Subsequent Event              
Class of Stock [Line Items]              
Distribution declared (in USD per share) | $ / shares $ 0.75            
[1] Share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS - Additional Information (Details) - USD ($)
$ in Thousands
 10 Months Ended 12 Months Ended
Feb. 22, 2022
Dec. 31, 2022
Dec. 31, 2022
Class of Stock [Line Items]      
Redemption of Common Units     $ (179,323)
Unrealized gain on derivatives     $ 89,100
Mandatory Redemption Feature      
Class of Stock [Line Items]      
Stock redeemed (in shares) 150,000    
Redemption of Common Units   $ 183,300  
Gain recognized   9,600  
Preferred Unit limited partners      
Class of Stock [Line Items]      
Number of units sold (in shares) 625,000    
Stock redeemed (in shares) 100,000    
Redemption of Common Units $ 120,100 $ 461,500  
Shares outstanding (in shares) 525,000    
Paid-In-Kind Units      
Class of Stock [Line Items]      
Shares outstanding (in shares) 29,983    
Paid-In-Kind Units | Partnership LPA      
Class of Stock [Line Items]      
Stock redeemed (in shares) 8,567    
v3.22.4
SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS - Activity Related to Preferred Units (Details) - USD ($)
$ in Thousands
 10 Months Ended 12 Months Ended
Feb. 22, 2022
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Increase (Decrease) in Temporary Equity [Roll Forward]          
Redemption, including PIK units     $ (461,460) $ 0 $ 0
Paid-in-kind (in shares) 21,417        
Preferred Unit limited partners          
Movement In Preferred Units [Roll Forward]          
Redeemable noncontrolling interest - Preferred Units: beginning of period (in shares)   396,417      
Redemption, including PIK units (in shares)   (396,417)      
Redeemable noncontrolling interest - Preferred Units: end of period (in shares) 396,417 0 0    
Increase (Decrease) in Temporary Equity [Roll Forward]          
Beginning balance   $ 462,717      
Redemption, including PIK units   (461,460)      
Cash distribution paid to Preferred Unit limited partners   (6,937)      
Allocation of net income   18,128      
Accreted redemption value adjustment   97,075      
Excess of carrying amount over redemption price   (109,523) $ (109,523)    
Ending balance $ 462,717 $ 0 $ 0    
v3.22.4
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Liabilities    
Warrants outstanding, fair value $ 100  
Total liabilities 3,647,077 $ 2,546,358
Public warrants    
Liabilities    
Warrants outstanding, fair value 50  
Private warrants    
Liabilities    
Warrants outstanding, fair value 38  
Fair Value, Recurring    
Assets    
Derivative asset 6,963  
Liabilities    
Contingent liabilities   839
Total liabilities 14,134 3,706
Fair Value, Recurring | Level 1    
Assets    
Derivative asset 0  
Liabilities    
Contingent liabilities   0
Total liabilities 50 0
Fair Value, Recurring | Level 2    
Assets    
Derivative asset 6,963  
Liabilities    
Contingent liabilities   0
Total liabilities 14,046 2,867
Fair Value, Recurring | Level 3    
Assets    
Derivative asset 0  
Liabilities    
Contingent liabilities   839
Total liabilities 38 839
Fair Value, Recurring | Commodity swaps    
Assets    
Derivative asset 4,288  
Liabilities    
Derivative liability 5,718 205
Fair Value, Recurring | Commodity swaps | Level 1    
Assets    
Derivative asset 0  
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Commodity swaps | Level 2    
Assets    
Derivative asset 4,288  
Liabilities    
Derivative liability 5,718 205
Fair Value, Recurring | Commodity swaps | Level 3    
Assets    
Derivative asset 0  
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Interest rate derivatives    
Assets    
Derivative asset 2,675  
Liabilities    
Derivative liability 8,328 2,662
Fair Value, Recurring | Interest rate derivatives | Level 1    
Assets    
Derivative asset 0  
Liabilities    
Derivative liability 0
Fair Value, Recurring | Interest rate derivatives | Level 2    
Assets    
Derivative asset 2,675  
Liabilities    
Derivative liability 8,328 2,662
Fair Value, Recurring | Interest rate derivatives | Level 3    
Assets    
Derivative asset 0  
Liabilities    
Derivative liability 0 $ 0
Fair Value, Recurring | Public warrants    
Liabilities    
Warrants outstanding, fair value 50  
Fair Value, Recurring | Public warrants | Level 1    
Liabilities    
Warrants outstanding, fair value 50  
Fair Value, Recurring | Public warrants | Level 2    
Liabilities    
Warrants outstanding, fair value 0  
Fair Value, Recurring | Public warrants | Level 3    
Liabilities    
Warrants outstanding, fair value 0  
Fair Value, Recurring | Private warrants    
Liabilities    
Warrants outstanding, fair value 38  
Fair Value, Recurring | Private warrants | Level 1    
Liabilities    
Warrants outstanding, fair value 0  
Fair Value, Recurring | Private warrants | Level 2    
Liabilities    
Warrants outstanding, fair value 0  
Fair Value, Recurring | Private warrants | Level 3    
Liabilities    
Warrants outstanding, fair value $ 38  
v3.22.4
FAIR VALUE MEASUREMENTS - Additional Information (Details)
$ in Millions
Dec. 31, 2022
USD ($)
Fair Value Disclosures [Abstract]  
Warrants outstanding, fair value $ 0.1
v3.22.4
DERIVATIVES AND HEDGING ACTIVITIES - Narrative (Details)
 12 Months Ended
Dec. 31, 2022
USD ($)
power_generator
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Nov. 30, 2022
USD ($)
Sep. 30, 2019
USD ($)
instrument
Derivative Instruments, Gain (Loss) [Line Items]          
Derivative cash settlement $ (10,667,000) $ 19,422,000 $ 7,810,000    
Interest Rate Swap          
Derivative Instruments, Gain (Loss) [Line Items]          
Number of instruments held | instrument         2
Percent under notional amount         75.00%
Debt outstanding         $ 513,000,000
Percent of debt outstanding covered by notional amount         75.00%
Derivative notional amount       $ 1,000,000,000  
Derivative, fixed interest rate       4.46%  
Derivative asset 2,700,000 0      
Total liabilities 8,300,000 2,700,000      
Derivative cash settlement (10,900,000) (2,900,000) 9,200,000    
Unrealized gains $ 7,900,000 (4,500,000) 18,900,000    
Commodity Swap          
Derivative Instruments, Gain (Loss) [Line Items]          
Number of instruments held | power_generator 11        
Derivative asset $ 4,300,000 0      
Total liabilities 5,700,000 200,000      
Derivative cash settlement 200,000 (16,500,000) 1,400,000    
Unrealized losses $ 1,400,000 $ 16,900,000 $ 1,600,000    
v3.22.4
DERIVATIVES AND HEDGING ACTIVITIES - Schedule of Detail Information of Commodity Swaps Outstanding (Details) - Commodity Swap
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
MMBTU
gal
Derivative [Line Items]  
Net Fair Value $ 1,429
Natural Gas and Natural Gas Liquids  
Derivative [Line Items]  
Notional Quantity (Energy) | MMBTU 5,895,000
Net Fair Value $ 4,737
Crude Oil and Natural Gas Liquids (NGL)  
Derivative [Line Items]  
Notional Quantity (Volume) | gal 87,906,000
Net Fair Value $ (3,308)
v3.22.4
SHARE-BASED COMPENSATION (Details) - USD ($)
 12 Months Ended
Feb. 22, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Compensation expenses   $ 42,780,000 $ 0 $ 0
Restricted stock units awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   46,858 0 0
New Employees        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Issuance of shares (in shares)   76,000    
Board | Restricted stock units awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Granted (in shares)   13,941    
Minimum | Restricted stock units awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period   1 year    
Maximum | Restricted stock units awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period   3 years    
Altus Midstream LP        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock, shares issued (in shares) 50,000,000      
Class A Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock, shares issued (in shares)   45,679,447 0  
Class A Common Stock | Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period   3 years    
Class A Common Stock | Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period   4 years    
Class C Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Common stock, shares issued (in shares) 50,000,000 94,270,000 100,000,000  
Award vesting period   4 years    
Class A-1 and Class A-2 Units | Class A Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock issued for exchange (in shares) 5,300,000      
Class A-3 Units | Class A Common Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock issued for exchange (in shares) 326,000      
v3.22.4
INCOME TAXES - Total Provision (Benefit) for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current income taxes:      
State $ 522 $ 0 $ 0
Total current income taxes 522 0 0
Deferred income taxes:      
State 2,094 1,865 968
Total deferred income taxes 2,094 1,865 968
Total $ 2,616 $ 1,865 $ 968
v3.22.4
INCOME TAXES - Reconciliation of Tax of Income Before Income Taxes and Total Tax Expense (Details)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
U.S. statutory rate 21.00%
Tax attributable to Noncontrolling interest (17.55%)
State tax rate 1.03%
Other 1.22%
Valuation allowance (4.67%)
Effective rate 1.03%
v3.22.4
INCOME TAXES - Net Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Investment in partnership $ 156,763 $ 0
Net operating losses 61,555 0
Other 1,412 0
Total deferred tax assets 219,730 0
Valuation allowance (219,730) 0
Net deferred tax assets 0 0
Deferred tax liabilities:    
Property, plant, and equipment 11,018 7,190
Net deferred tax liabilities $ (11,018) $ (7,190)
v3.22.4
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]  
Balance at beginning of year $ 0
Increased related to ALTM acquisition 5,238
Reductions related to current year activities (5,238)
Balance at end of year $ 0
v3.22.4
EARNINGS PER SHARE (EPS) (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Jun. 08, 2022
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Earnings Per Share [Abstract]        
Net income attributable to Class A common shareholders   $ 40,735 $ 0 $ 0
Less: Net income available to participating unvested restricted Class A common shareholders   (12,530) 0 0
Excess preferred carrying amount over consideration paid   32,900 0 0
Total net income attributable to Class A common shareholders   $ 61,105 $ 0 $ 0
Weighted average shares outstanding - basic (in shares) | shares [1]   41,326 0 0
Dilutive effect of unvested Class A common shares (in shares) | shares   35 0 0
Weighted average shares outstanding - diluted (in shares) | shares [1]   41,361 0 0
Net income available per common share - basic (in USD per share) | $ / shares   $ 1.48 $ 0 $ 0
Net income available per common share - diluted (in USD per share) | $ / shares   $ 1.48 $ 0 $ 0
Class A Common Stock | Common Stock        
Equity, Class of Treasury Stock [Line Items]        
Stock split, conversion ratio 2      
[1] Share and per share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. Refer to Note—11 Equity and Warrants in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
COMMIMENTS AND CONTINGENCIES (Details)
Feb. 22, 2022
USD ($)
$ / shares
shares
Feb. 28, 2021
USD ($)
defendant
Jun. 11, 2019
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Loss Contingencies [Line Items]          
Loss contingency accrual       $ 0 $ 0
Permian Gas          
Loss Contingencies [Line Items]          
Maximum annual amount to be paid     $ 60,500,000    
Contingent liabilities     $ 3,900,000 0 $ 800,000
Altus Midstream LP | Class A Common Stock          
Loss Contingencies [Line Items]          
Contingent liabilities $ 4,500,000        
Equity interest issuable (in shares) | shares 2,500,000        
Altus Midstream LP | Class A Common Stock | Price Option One          
Loss Contingencies [Line Items]          
Equity interest issuable (in shares) | shares 1,250,000        
Trading period 30 days        
Stock price trigger (in USD per share) | $ / shares $ 140.00        
Threshold trading days 20 days        
Altus Midstream LP | Class A Common Stock | Price Option Two          
Loss Contingencies [Line Items]          
Equity interest issuable (in shares) | shares 1,250,000        
Trading period 30 days        
Stock price trigger (in USD per share) | $ / shares $ 160.00        
Threshold trading days 20 days        
Winter Storm Uri          
Loss Contingencies [Line Items]          
Loss contingency accrual       $ 0  
Number of defendants | defendant   2      
Outstanding receivable   $ 19,600,000      
v3.22.4
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Affiliated Entity | Apache Midstream and Titus    
Related Party Transaction [Line Items]    
Accounts receivable from affiliates $ 17.6 $ 0.0
Affiliated Entity | Permian Highway Pipeline (“PHP”)    
Related Party Transaction [Line Items]    
Accounts receivable (payable) from affiliates 0.0  
Affiliated Entity | Breviloba    
Related Party Transaction [Line Items]    
Accounts receivable (payable) from affiliates $ 0.0  
Affiliated Entity | Jetta    
Related Party Transaction [Line Items]    
Accounts receivable (payable) from affiliates   0.0
Affiliated Entity | Primexx    
Related Party Transaction [Line Items]    
Accounts receivable (payable) from affiliates   $ 0.0
BCP Raptor Aggregator LP | Minimum    
Related Party Transaction [Line Items]    
Ownership percentage 10.00%  
Blacksone Management Partners, LLC | Minimum    
Related Party Transaction [Line Items]    
Ownership percentage 10.00%  
BX Permian Pipeline Aggregator LP | Minimum    
Related Party Transaction [Line Items]    
Ownership percentage 10.00%  
Buzzard Midstream LLC | Minimum    
Related Party Transaction [Line Items]    
Ownership percentage 10.00%  
Apache Midstream | Minimum    
Related Party Transaction [Line Items]    
Ownership percentage 10.00%  
v3.22.4
RELATED PARTY TRANSACTIONS - Summary of Transactions with Unconsolidated Affiliates (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Related Party Transaction [Line Items]      
Total operating revenues [1] $ 1,213,490 $ 662,044 $ 410,176
Costs of sales (exclusive of depreciation and amortization shown separately below) [2] 541,518 233,619 65,053
Affiliated Entity      
Related Party Transaction [Line Items]      
Total operating revenues 107,662 7,300 13,300
Operating expense 632 0 0
Costs of sales (exclusive of depreciation and amortization shown separately below) $ 39,304 $ 62,900 $ 37,100
[1] Includes amounts of $107.7 million, $7.3 million, and $13.3 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
[2] Includes amounts of $39.3 million, $62.9 million, and $37.1 million associated with related parties for the years ended December 31, 2022, 2021, and 2020, respectively. Refer to Note 19—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Form 10-K for further information.
v3.22.4
SEGMENTS (Details)
 12 Months Ended
Dec. 31, 2022
USD ($)
Segment
pipeline
stream
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Segment Reporting [Abstract]      
Number of operating segments | Segment 2    
Segment Reporting Information [Line Items]      
Net income $ 250,721,000 $ 1,482,000 $ (1,155,789,000)
Add back:      
Income tax expense 2,616,000 1,865,000 968,000
Depreciation and amortization expenses 260,345,000 243,558,000 223,763,000
Amortization of contract costs 1,807,000 1,792,000 1,805,000
Goodwill impairment 0 0 1,010,773,000
Compensation expenses 42,780,000 0 0
Loss (gain) on disposal of assets 12,611,000 382,000 3,454,000
Loss (gain) on debt extinguishment 27,975,000 (4,000) (868,000)
Derivatives loss due to Winter Storm Uri (95,501,000) 12,482,000 17,311,000
Deduct:      
Warrant valuation adjustment (133,000) 0 0
Interest and other income 489,000 4,143,000 608,000
Gain on embedded derivative 89,050,000 0 0
Equity income from unconsolidated affiliates 180,956,000 63,074,000 (308,000)
Assets 5,919,711,000 3,553,206,000  
Investment in unconsolidated affiliate 2,381,340,000 626,477,000 611,216,000
Operating Segments      
Deduct:      
Total capital expenditures 221,579,000 82,712,000 199,054,000
Assets $ 5,901,777,000 3,552,558,000  
Operating Segments | Midstream Logistics      
Segment Reporting Information [Line Items]      
Number of streams in which a segment operates | stream 3    
Net income $ 150,957,000 (35,969,000) (1,128,529,000)
Add back:      
Interest expense (income) 47,419,000 110,389,000 119,650,000
Income tax expense 456,000 1,535,000 968,000
Depreciation and amortization expenses 259,318,000 243,045,000 223,763,000
Amortization of contract costs 1,807,000 1,792,000 1,805,000
Proportionate EMI EBITDA 0 0 0
Goodwill impairment     1,010,773,000
Compensation expenses 0    
Loss (gain) on disposal of assets 12,645,000 359,000 3,454,000
Loss (gain) on debt extinguishment 27,983,000 (4,000) (868,000)
Derivatives loss due to Winter Storm Uri   13,456,000  
Integration costs 1,314,000    
Acquisition transaction costs 9,000 0  
Other one-time costs or amortization 14,137,000 2,494,000  
Producer settlement   6,827,000  
Deduct:      
Warrant valuation adjustment 0    
Interest and other income   115,000 1,000
Gain on redemption of mandatorily redeemable Preferred units 0    
Gain on embedded derivative 0    
Equity income from unconsolidated affiliates 0 0 0
Segment adjusted EBITDA 516,045,000 343,809,000 231,015,000
Product sales 1,211,649,000 662,036,000 410,171,000
Total capital expenditures 195,346,000 82,662,000 199,054,000
Assets 3,486,948,000 2,916,774,000  
Operating Segments | Midstream Logistics | Product and Service      
Deduct:      
Product sales 1,198,474,000 658,299,000 408,159,000
Operating Segments | Midstream Logistics | Other revenue      
Deduct:      
Product sales $ 13,175,000 3,737,000 2,012,000
Operating Segments | Pipeline Transportation      
Segment Reporting Information [Line Items]      
Number of pipelines with equity investment interest | pipeline 4    
Net income $ 180,965,000 53,318,000 (17,644,000)
Add back:      
Interest expense (income) (664,000) 6,976,000 15,866,000
Income tax expense (39,000) 330,000 0
Depreciation and amortization expenses 1,016,000 513,000 0
Amortization of contract costs 0 0 0
Proportionate EMI EBITDA 268,826,000 83,593,000 1,150,000
Goodwill impairment     0
Compensation expenses 0    
Loss (gain) on disposal of assets 0 23,000 0
Loss (gain) on debt extinguishment (8,000) 0 0
Derivatives loss due to Winter Storm Uri   0  
Integration costs 93,000    
Acquisition transaction costs 0 0  
Other one-time costs or amortization 4,000 182,000  
Producer settlement   0  
Deduct:      
Warrant valuation adjustment 0    
Interest and other income   0 1,000
Gain on redemption of mandatorily redeemable Preferred units 0    
Gain on embedded derivative 0    
Equity income from unconsolidated affiliates 180,956,000 63,074,000 (308,000)
Segment adjusted EBITDA 269,237,000 81,861,000 (321,000)
Product sales 1,841,000 8,000 5,000
Total capital expenditures 26,233,000 50,000 0
Assets 2,414,829,000 635,784,000  
Operating Segments | Pipeline Transportation | Product and Service      
Deduct:      
Product sales 1,833,000 0 0
Operating Segments | Pipeline Transportation | Other revenue      
Deduct:      
Product sales 8,000 8,000 5,000
Corporate and Other      
Segment Reporting Information [Line Items]      
Net income (81,201,000) (15,867,000) (9,616,000)
Add back:      
Interest expense (income) 102,497,000 0 0
Income tax expense 2,199,000 0 0
Depreciation and amortization expenses 11,000 0 0
Amortization of contract costs 0 0 0
Proportionate EMI EBITDA 0 0 0
Goodwill impairment     0
Compensation expenses 42,780,000    
Loss (gain) on disposal of assets (34,000) 0 0
Loss (gain) on debt extinguishment 0 0 0
Derivatives loss due to Winter Storm Uri   0  
Integration costs 10,801,000    
Acquisition transaction costs 6,403,000 5,730,000  
Other one-time costs or amortization 2,214,000 180,000  
Producer settlement   0  
Deduct:      
Warrant valuation adjustment 133,000    
Interest and other income   0 1,000
Gain on redemption of mandatorily redeemable Preferred units 9,580,000    
Gain on embedded derivative 89,050,000    
Equity income from unconsolidated affiliates 0 0 0
Segment adjusted EBITDA (13,093,000) (9,957,000) (9,617,000)
Assets 17,934,000 648,000  
Consolidated      
Segment Reporting Information [Line Items]      
Net income 250,721,000 1,482,000 (1,155,789,000)
Add back:      
Interest expense (income) 149,252,000 117,365,000 135,516,000
Income tax expense 2,616,000 1,865,000 968,000
Depreciation and amortization expenses 260,345,000 243,558,000 223,763,000
Amortization of contract costs 1,807,000 1,792,000 1,805,000
Proportionate EMI EBITDA 268,826,000 83,593,000 1,150,000
Goodwill impairment     1,010,773,000
Compensation expenses 42,780,000    
Loss (gain) on disposal of assets 12,611,000 382,000 3,454,000
Loss (gain) on debt extinguishment 27,975,000 (4,000) (868,000)
Derivatives loss due to Winter Storm Uri   13,456,000  
Integration costs 12,208,000    
Acquisition transaction costs 6,412,000 5,730,000  
Other one-time costs or amortization 16,355,000 2,856,000  
Producer settlement   6,827,000  
Deduct:      
Warrant valuation adjustment 133,000    
Interest and other income   115,000 3,000
Gain on redemption of mandatorily redeemable Preferred units 9,580,000    
Gain on embedded derivative 89,050,000    
Equity income from unconsolidated affiliates 180,956,000 63,074,000 (308,000)
Segment adjusted EBITDA 772,189,000 415,713,000 221,077,000
Product sales 1,213,490,000 662,044,000 410,176,000
Consolidated | Product and Service      
Deduct:      
Product sales 1,200,307,000 658,299,000 408,159,000
Consolidated | Other revenue      
Deduct:      
Product sales $ 13,183,000 $ 3,745,000 $ 2,017,000
v3.22.4
SUBSEQUENT EVENTS (Details)
Feb. 28, 2023
USD ($)
Subsequent Event | Class A Common Stock | Maximum  
Subsequent Event [Line Items]  
Authorized amount $ 100,000,000