KINETIK HOLDINGS INC., 10-K filed on 3/3/2025
Annual Report
v3.25.0.1
Cover - USD ($)
12 Months Ended
Dec. 31, 2024
Feb. 21, 2025
Jun. 30, 2024
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --12-31    
Document Period End Date Dec. 31, 2024    
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 Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Auditor Attestation Flag true    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 1,563,008,393
Documents Incorporated by Reference
Documents Incorporated By Reference
Portions of registrant’s proxy statement relating to registrant’s 2024 annual meeting of stockholders to be filed hereafter are incorporated by reference in Part III of this Annual Report on Form 10-K.
   
Amendment Flag false    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001692787    
Common Class A      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   60,078,190  
Common Class C      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   97,696,784  
v3.25.0.1
Audit Information
12 Months Ended
Dec. 31, 2024
Audit Information [Abstract]  
Auditor Firm ID 185
Auditor Name KPMG LLP
Auditor Location Houston, Texas
v3.25.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Operating revenues:      
Total revenues [1] $ 1,482,929 $ 1,256,412 $ 1,213,490 [2]
Operating costs and expenses:      
Costs of sales (exclusive of depreciation and amortization expenses) [3],[4] 620,618 515,721 541,518 [2]
Operating expenses 195,970 161,520 137,289 [2]
Ad valorem taxes 24,714 21,622 16,970 [2]
General and administrative expenses 134,157 97,906 94,268 [2]
Depreciation and amortization expenses 324,197 280,986 260,345 [2]
Loss on disposal of assets, net 4,040 19,402 12,611 [2]
Total operating costs and expenses 1,303,696 1,097,157 1,063,001 [2]
Operating income 179,233 159,255 150,489 [2]
Other income (expense):      
Interest and other income 2,802 2,004 489 [2]
Gain on redemption of mandatorily redeemable Preferred Units 0 0 9,580 [2]
Loss on debt extinguishment (525) (1,876) (27,975) [2]
Gain on sale of equity method investment 89,802 0 0
Gain on embedded derivative 0 0 89,050 [2]
Interest expense (217,235) (205,854) (149,252) [2]
Equity in earnings of unconsolidated affiliates 213,191 200,015 180,956 [2]
Total other income (expense), net 88,035 (5,711) 102,848 [2]
Income before income taxes 267,268 153,544 253,337 [2]
Income tax expense (benefit) 23,035 (232,908) 2,616 [2]
Net income including noncontrolling interests 244,233 386,452 250,721 [2]
Net income attributable to Preferred Unit limited partners 0 0 115,203 [2]
Net income attributable to common shareholders 244,233 386,452 135,518 [2]
Net income attributable to Common Unit limited partners 164,219 97,010 94,783 [2]
Net income attributable to Class A Common Stock Shareholders $ 80,014 $ 289,442 $ 40,735 [2]
Net income attributable to Class A Common Shareholders per share      
Basic (in USD per share) $ 1.03 $ 5.25 $ 1.47 [2]
Diluted (in USD per share) $ 1.02 $ 2.52 $ 1.47 [2]
Weighted-average shares      
Basic (in shares) [5] 59,284 51,823 41,630 [2]
Diluted (in shares) [5] 60,115 146,197 41,665 [2]
Service revenue      
Operating revenues:      
Total revenues $ 408,000 $ 417,751 $ 393,954 [2]
Product revenue      
Operating revenues:      
Total revenues 1,062,986 822,410 806,353 [2]
Other revenue      
Operating revenues:      
Total revenues $ 11,943 $ 16,251 $ 13,183 [2]
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[3] Includes related party amounts of $58.5 million, $59.1 million, and $39.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[4] Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $219.7 million, $148.3 million and $70.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, for certain volumes where we act as principal.
[5] Share and per share amounts have been retrospectively restated to reflect the Company’s reverse stock split, which was effected June 8, 2022. Refer to Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report for further information
v3.25.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Total revenues [1] $ 1,482,929 $ 1,256,412 $ 1,213,490 [2]
Costs of sales (exclusive of depreciation and amortization expenses) [3],[4] 620,618 515,721 541,518 [2]
Oil and Gas Service      
Costs of sales (exclusive of depreciation and amortization expenses) 219,700 148,300 70,400
Related Party      
Total revenues 17,211 104,138 107,662
Costs of sales (exclusive of depreciation and amortization expenses) $ 58,496 $ 59,118 $ 39,304
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[3] Includes related party amounts of $58.5 million, $59.1 million, and $39.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[4] Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $219.7 million, $148.3 million and $70.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, for certain volumes where we act as principal.
v3.25.0.1
CONSOLIDATED BALANCE SHEET - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 3,606 $ 4,510
Accounts receivable, net of allowance for credit losses of $1,000 in 2024 and 2023 [1] 111,940 215,721
Accounts receivable pledged 140,200 0
Derivative assets 2,308 7,812
Prepaid and other current assets 36,705 29,256
Current assets 294,759 257,299
NONCURRENT ASSETS:    
Property, plant and equipment, net 3,433,864 2,743,227
Intangible assets, net 652,490 591,670
Derivative asset, non-current 65 165
Operating lease right-of-use assets 29,814 37,569
Deferred tax asset 203,996 235,627
Deferred charges and other assets 76,994 85,250
Investments in unconsolidated affiliates 2,117,878 2,540,989
Goodwill 5,077 5,077
Noncurrent assets 6,520,178 6,239,574
Total assets 6,814,937 6,496,873
CURRENT LIABILITIES:    
Accounts payable 27,239 34,000
Accrued expenses 186,714 177,421
Derivative liabilities 10,011 1,734
Current portion of operating lease liabilities 18,701 29,203
Current debt obligations 140,200 0
Other current liabilities 35,689 7,786
Current liabilities 418,554 250,144
NONCURRENT LIABILITIES    
Long term debt, net 3,363,996 3,562,809
Contract liabilities 20,985 25,761
Operating lease liabilities 11,490 9,349
Derivative liabilities 1,937 5,363
Other liabilities 2,148 3,219
Deferred tax liabilities 16,761 13,244
Noncurrent liabilities 3,417,317 3,619,745
Total liabilities 3,835,871 3,869,889
COMMITMENTS AND CONTINGENCIES (NOTE 17)
Redeemable noncontrolling interest — Common Unit limited partners 5,955,662 3,157,807
EQUITY:    
Deferred consideration 1 0
Additional paid-in capital 0 192,678
Accumulated deficit (2,976,612) (723,516)
Total equity (2,976,596) (530,823)
Total liabilities, noncontrolling interest, and equity 6,814,937 6,496,873
Common Class A    
EQUITY:    
Common stock 6 6
Class C Common Stock    
EQUITY:    
Common stock $ 9 $ 9
[1] Includes amounts of nil and $15.8 million associated with related parties as of December 31, 2024 and 2023, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Accounts receivable, allowance for credit losses $ 1,000,000 $ 1,000,000
Related Party    
Related Party Transaction [Line Items]    
Outstanding receivable 0  
Related Party | Apache Midstream and Titus    
Related Party Transaction [Line Items]    
Outstanding receivable $ 0 $ 15,800,000
Common Class A    
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) 59,929,611 57,096,538
Common stock, shares outstanding (in shares) 59,929,611 57,096,538
Common Class C    
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) 97,783,034 94,089,038
Common stock, shares outstanding (in shares) 97,783,034 94,089,038
v3.25.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income including noncontrolling interests $ 244,233 $ 386,452 $ 250,721 [1]
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization expenses 324,197 280,986 260,345 [1]
Amortization of deferred financing costs 7,438 6,194 9,569
Contract assets amortization 6,621 6,620 1,807
Contingent liabilities fair value adjustment 200 0 (839)
Distributions from unconsolidated affiliate 289,992 272,490 256,764
Derivatives settlement (7,258) 25,708 10,667
Derivative fair value adjustment 17,713 (33,671) (95,501)
Warrants fair value adjustment 0 (88) (133)
Gain on sale of equity method investment (89,802) 0 0
Gain on redemption of mandatorily redeemable Preferred Units 0 0 (9,580)
Loss on disposal of assets, net 4,040 19,402 12,611 [1]
Equity in earnings from unconsolidated affiliates (213,191) (200,015) (180,956) [1]
Loss on debt extinguishment 525 1,876 27,975 [1]
Share-based compensation 76,536 55,983 42,780
Deferred income tax expense (benefit) 19,503 (233,400) 2,094
Changes in operating assets and liabilities:      
Accounts receivable and pledged receivable (7,033) (12,131) (8,329)
Other assets 8,000 (5,910) (4,242)
Accounts payable (40,849) 19,804 (1,598)
Accrued liabilities (2,913) (6,521) 38,672
Operating leases (606) 701 179
Net cash provided by operating activities 637,346 584,480 613,006
CASH FLOWS FROM INVESTING ACTIVITIES:      
Property, plant and equipment expenditures (263,544) (312,860) (206,160)
Intangible assets expenditures (12,329) (16,694) (15,419)
Investments in unconsolidated affiliate (3,273) (238,803) (78,171)
Net cash paid for acquisition of interest in unconsolidated affiliates (85,417) 0 0
Distributions from unconsolidated affiliate 4,059 6,679 0
Cash proceeds from sale of equity method investment 524,390 0 0
Cash proceeds from disposals of assets 409 358 219
Net cash (paid for) acquired in acquisition (341,182) (125,000) 13,401
Net cash used in investing activities (176,887) (686,320) (286,130)
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from borrowings under A/R Facility 156,000 0 0
Payments on A/R Facility (15,800) 0 0
Proceeds from borrowings from long-term debt 0 800,000 3,000,000
Principal payments on long-term debt (200,000) (800,000) (2,294,130)
Payments of debt issuance costs (1,086) (11,238) (37,009)
Payments on debt discount, net (500) 0 0
Proceeds from revolver 1,060,000 752,500 565,000
Payments on revolver (1,064,000) (553,500) (879,000)
Redemption of mandatorily redeemable Preferred Units 0 0 (183,297)
Redemption of redeemable noncontrolling interest Preferred Units 0 0 (461,460)
Distributions paid to mandatorily redeemable Preferred Unit holders 0 0 (1,850)
Distributions paid to redeemable noncontrolling interest Preferred Unit limited partners 0 0 (6,937)
Cash dividends paid to Class A Common Stock shareholders (175,208) (81,352) (39,298)
Distributions paid to Class C Common Unit limited partners (220,769) (697) (1,230)
Repurchase of Class A Common Stock 0 (5,757) 0
Net cash (used in) provided by financing activities (461,363) 99,956 (339,211)
Net change in cash (904) (1,884) (12,335)
CASH, BEGINNING OF PERIOD 4,510 6,394 18,729
CASH, END OF PERIOD 3,606 4,510 6,394
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES      
Cash paid for interest, net of amounts capitalized 244,603 207,700 120,270
Cash paid for income taxes, net 560 480 0
Property and equipment and intangible accruals in accounts payable and accrued liabilities 21,094 27,316 17,274
Right-of-use obtained in exchange for lease liabilities 43,682 5,189 7,059
Class A Common Stock issued through dividend and distribution reinvestment plan 75,633 352,060 263,285
Fair value of assets acquired in Durango and ALTM Acquisition [2] 875,244 0 2,444,450
Cash consideration paid 357,967 0 0
Deferred consideration 275,000 0 0
Contingent consideration 4,500 0 0
Liabilities and mezzanine equity assumed 89,577 0 1,430,705
Common Class C      
Class Common Units/Stock issued in exchange 148,200 0 0
Common Class A      
SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES      
Class A Common Stock issued through dividend and distribution reinvestment plan 75,600 352,100  
Class Common Units/Stock issued in exchange $ 0 $ 0 $ 1,013,745
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[2] See Note 3—Business Combinations in the Notes to Consolidated Financial Statements for additional information regarding the Durango and ALTM Acquisition (as defined herein).
v3.25.0.1
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS - USD ($)
$ in Thousands
Total
Additional Paid-in Capital
Accumulated Deficit
Treasury Stock
Preferred Unit limited partners
Redeemable Common Stock
Common Class A
Common Class A
Common Stock
Common Class C
Common Class C
Common Stock
Common Class C
Common Stock, Deferred Consideration
Beginning balance at Dec. 31, 2021         $ 0 $ 1,006,838          
Increase (Decrease) in Temporary Equity [Roll Forward]                      
ALTM acquisition         462,717            
Distributions paid to Preferred Unit limited partners         (6,937)            
Redemption of units         (461,460) (179,323)          
Excess of carrying amount over Preferred Units redemption price         (109,523) 76,623          
Net income         115,203 94,783          
Change in redemption value of noncontrolling interests           2,325,918          
Distributions paid to Common Units limited partners           (212,430)          
Ending balance at Dec. 31, 2022         0 3,112,409          
Beginning balance (in shares) at Dec. 31, 2021               0   100,000,000 [1] 0 [2]
Beginning balance at Dec. 31, 2021 $ 10 $ 0 $ 0 $ 0       $ 0   $ 10 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
ALTM acquisition (in shares)               32,493,000      
ALTM acquisition 1,013,745 1,013,742           $ 3      
Redemption of Common Units (in shares)               (5,730,000)   (5,730,000) [1]  
Redemption of Common Units 179,323 179,323           $ 1   $ (1)  
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)               7,452,000      
Issuance of common stock through dividend and distribution reinvestment plan 263,285 263,284           $ 1      
Share-based compensation (in shares)               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 income 40,735 [3]   40,735                
Change in redemption value of noncontrolling interests (2,325,918) (1,385,037) (940,881)                
Dividends on Class A Common Stock (91,383)   (91,383)                
Ending balance (in shares) at Dec. 31, 2022               45,679,000   94,270,000 [1] 0 [2]
Ending balance at Dec. 31, 2022 (839,775) 118,840 (958,629) 0       $ 5   $ 9 $ 0
Increase (Decrease) in Temporary Equity [Roll Forward]                      
Redemption of units           (5,634)          
Net income           97,010          
Change in redemption value of noncontrolling interests           236,288          
Distributions paid to Common Units limited partners           (282,266)          
Ending balance at Dec. 31, 2023         0 3,157,807          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
Redemption of Common Units (in shares)               181,000   (181,000) [1]  
Redemption of Common Units 5,634 5,634                  
Excess of carrying amount over Preferred Units redemption price 0                    
Issuance of common stock through dividend and distribution reinvestment plan (in shares)               11,215,000      
Issuance of common stock through dividend and distribution reinvestment plan 352,060 352,059           $ 1      
Retirement of treasury stock 0   (5,757) 5,757              
Repurchase of Class A Common Stock (in shares)             (194,174) (194,000)      
Repurchase of Class A Common Stock (5,757)     (5,757)     $ (5,800)        
Share-based compensation (in shares)               216,000      
Share-based compensation 55,983 55,983                  
Net income 289,442   289,442                
Change in redemption value of noncontrolling interests (236,288) (339,838) 103,550                
Dividends on Class A Common Stock (152,122)   (152,122)                
Ending balance (in shares) at Dec. 31, 2023             57,096,538 57,097,000 94,089,038 94,089,000 [1] 0 [2]
Ending balance at Dec. 31, 2023 (530,823) 192,678 (723,516) $ 0       $ 6   $ 9 $ 0
Increase (Decrease) in Temporary Equity [Roll Forward]                      
ALTM acquisition           423,200          
Redemption of units           (5,060)          
Net income           164,219          
Change in redemption value of noncontrolling interests           2,506,075          
Distributions paid to Common Units limited partners           (290,579)          
Ending balance at Dec. 31, 2024         $ 0 $ 5,955,662          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                      
ALTM acquisition (in shares)                   3,840,000 [1] 7,680,000 [2]
ALTM acquisition 1                   $ 1
Redemption of Common Units (in shares)               146,000   (146,250) [1]  
Redemption of Common Units 5,060 5,060               $ 0  
Excess of carrying amount over Preferred Units redemption price 0                    
Issuance of common stock through dividend and distribution reinvestment plan (in shares)               2,213,000      
Issuance of common stock through dividend and distribution reinvestment plan 75,633 75,633               0  
Repurchase of Class A Common Stock (in shares)             0        
Share-based compensation (in shares)               474,000      
Share-based compensation 76,536 76,536               0  
Net income 80,014   80,014                
Change in redemption value of noncontrolling interests (2,506,075) (353,997) (2,152,078)             0  
Equity, Recognition Of Deferred Tax Asset 4,090 $ 4,090               0  
Dividends on Class A Common Stock (181,032)   (181,032)             $ 0  
Ending balance (in shares) at Dec. 31, 2024             59,929,611 59,930,000 97,783,034 97,783,000 [1] 7,680,000 [2]
Ending balance at Dec. 31, 2024 $ (2,976,596)   $ (2,976,612)         $ 6   $ 9 $ 1
[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 Annual Report for further information.
[2] Pursuant to the Durango MIPA (as defined herein), deferred consideration of 7.7 million shares of Class C Common Stock is to be issued on July 1, 2025. Fair value of the deferred consideration was included in the “Redeemable noncontrolling interest—Common Units limited partners” of the Consolidated Balance Sheets as of December 31, 2024.
[3] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
STATEMENTS OF CONSOLIDATED CHANGES IN EQUITY AND NONCONTROLLING INTERESTS (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Common Class A      
Cash dividends (in USD per share) $ 3.03 $ 3.00 $ 2.25
v3.25.0.1
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Organization
Kinetik Holdings Inc, (the “Company”) is a holding company, whose only significant assets are ownership of the non-economic general partner interest and an approximate 38% limited partner interest in Kinetik Holdings LP, a Delaware limited partnership (the “Partnership”). As the owner of the non-economic general partner interest in the Partnership, the Company is responsible for all operational, management and administrative decisions related to, and consolidates the results of, the Partnership and its subsidiaries.
BCP Raptor Holdco, LP (“BCP”), the predecessor for accounting purposes of the Company, formerly known as Altus Midstream Company), was formed on April 25, 2017 as a Delaware limited partnership to acquire and develop midstream oil and gas assets.
On February 22, 2022 (the “Altus Closing Date”), the Company consummated the business combination transaction (the “Altus Acquisition”) contemplated by that certain 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) (the “Partnership”), New BCP Raptor Holdco, LLC, a Delaware limited liability company (“Contributor”) and BCP. In connection with the closing of Altus Acquisition, the Company changed its name from “Altus Midstream Company” to “Kinetik Holdings Inc.”
On June 24, 2024, the Company consummated the previously announced transaction contemplated by the Membership Interest Purchase Agreement (the “Durango MIPA”), dated May 9, 2024, by and between the Company, the Partnership, and Durango Midstream LLC, an affiliate of Morgan Stanley Equity Partners (the “Durango Seller”), pursuant to which the Partnership purchased all of the membership interests of Durango Permian LLC and its wholly owned subsidiaries (“Durango”) from Durango Seller (“Durango Acquisition”). The Durango Acquisition allows the Company to further expand its footprint into New Mexico and across the Northern Delaware Basin.
Nature of Operations
Through its consolidated subsidiaries, the Company provides comprehensive gathering, produced water disposal, transportation, compression, processing and treating services necessary to bring natural gas, NGL and crude oil to market. Additionally, the Company owns two NGL pipelines and equity interests in three separate Permian Basin pipeline entities that have access to various markets along the U.S. Gulf Coast.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with 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.
During the year ended December 31, 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) which has required prior periods to reflect the change in presentation. See Note 2—Summary of Significant Accounting Policies, Recent Accounting Pronouncements for further discussion.

In addition, the Company completed a two-for-one stock split on June 8, 2022 (the “Stock-Split”). All corresponding per-share and share amounts for periods prior to June 8, 2022 have been retrospectively restated in this Annual Report to reflect the two-for-one stock split, except for the number of common units representing limited partner interests in the Partnership (“Common Units”) and shares of the Company’s Class C Common Stock, par value $0.0001 per share (“Class C Common Stock”) described in relation to the Altus Acquisition in this Annual Report, 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.
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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2024
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 (“EMI” or “EMIs”).
Segment Information
The Company applies FASB 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 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. During the year ended December 31, 2024, the Company adopted ASU 2023-07 and identified significant segment expenses that are provided to CODM on a regular basis. See Note 19—Segments in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
Revenue Recognition
We provide gathering, processing, transportation, 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 ASC 606, Revenue from Contracts with Customers (“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 third-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 third 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 third-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 third-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 principal or the agent 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.
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 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 4Revenue Recognition in the Notes to our Consolidated Financial Statements in this Annual Report 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 Permian Basin, across Texas and New Mexico. 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 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 customer that individually exceeded 10% of consolidated operating revenue:
For the Year Ended December 31,
202420232022
(In thousands)
Customer 1$372,949 $205,079 $71,055 
Customer 2335,107 278,408 211,093 
Customer 3190,318 223,714 326,899 
Customer 4158,451 9,395 — 
Others426,104 539,816 604,443 
Consolidated Operating Revenue$1,482,929 $1,256,412 $1,213,490 
As of December 31, 2024 and 2023, approximately 48% and 40%, respectively, of accounts receivable and accounts receivable pledged 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, 2024, approximately 59% of the Company’s cost of sales were derived from two producers. For the year ended December 31, 2023, approximately 60% of the Company’s cost of sales were derived from three producers. For the year ended December 31, 2022, approximately 87% of the Company’s cost of sales were derived from five 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
FASB ASC Topic 820, Fair Value Measurement (“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 a 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 and derivative financial instruments are reported at fair value. See Note 12—Fair Value Measurements and Note 13—Derivatives and Hedging Activities in the Notes to our Consolidated Financial Statements in this Annual Report 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 Annual Report for further information.
Derivative Instruments and Hedging Activities
FASB 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. The Company has not elected to apply hedge accounting to any of its current or recent derivative transactions.
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 approximate fair value. As of December 31, 2024 and 2023, the Company had $3.6 million and $4.5 million, respectively, of cash and cash equivalents.
Accounts Receivable and Current Expected Credit Losses
Accounts receivable include billed and unbilled 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, 2024 and 2023.
Accounts Receivable Securitization Facility
Pursuant to ASC 860, Transfers and Servicing, accounts receivable that are sold or contributed by the Partnership to the special purpose vehicle are treated as collateral for borrowings under the third party A/R Facility (as defined below) and are included as “Accounts receivable pledged” within the Consolidated Balance Sheets. Proceeds from the transfer of the eligible accounts receivable under the third party A/R Facility are secured borrowings included as “Current debt obligations” within our Consolidated Balance Sheets. Proceeds and repayments under such facility are reflected as cash flows from financing activities in our Consolidated Statements of Cash Flows. See Note 8—Debt and Financing Costs for further discussion.
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 $5.0 million and $1.3 million at December 31, 2024 and 2023, respectively, which are carried at the lower of cost or market value. We had no imbalance payables at December 31, 2024 and 2023. 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 Company 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 $3.6 million and $3.1 million as of December 31, 2024 and 2023, 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 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 as follows:
Estimated Useful Life
Buildings30 years
Gathering and processing systems and facilities20 years
Furniture and fixtures5 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 notes 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 and transportation 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, 2024 and 2023.
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. See Note 17—Commitments and Contingencies for additional discussion of environmental matter-related assessment.
Intangible Assets
Intangible assets consist of rights of way agreements, primarily relate to underground pipeline easements and 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, and customer contracts, which are capitalized as a result of acquiring favorable customer contracts from business combinations with remaining contract terms that range from five to twenty years on acquisition dates. 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 FASB ASC 350, Intangibles – Goodwill and Other (“Topic 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.
Topic 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.
The Company assessed relevant qualitative factors, such as the Company’s operations, actual versus budgeted results of operations, forecast, macroeconomics conditions, etc. The Company concluded there is no indication that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. As such, no quantitative impairment test is necessary and the Company’s goodwill was not impaired as of December 31, 2024 and 2023.
Impairment of Long-Lived Assets
In accordance with FASB ASC 360, Property, Plant and Equipment, long-lived assets, excluding goodwill, to be held and used by the Company are reviewed for impairment 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. There was no impairment trigger event observed in 2024 and 2023. The Company did not recognize impairment losses for long-lived assets during the years ended December 31, 2024 and 2023.
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 three 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 Annual Report.
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. For distributions from the Company’s EMI pipeline entities that are generated from their respective normal course of business, the Company classifies the distributions as return on investments and as cash flows from operating activities. For distributions that are a return of the investment, the Company classifies the distribution as cash flows from investing activities. Please refer to Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report, for further information of the Company’s EMIs.
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 certain third-party pipelines 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 had NGL and gas line fill of $16.8 million and $16.4 million within other assets as of December 31, 2024 and 2023, 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 Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report.
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 Company’s Class A Common Stock, par value $0.0001 per share. See discussion and additional details in Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report.
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 as of the Closing Date for accounting purposes.
At the Close of the Altus Acquisition, the Company effectuated the Third Amended and Restated Agreement of Limited Partnership of the Partnership, which among other things, provided for mandatory pro-rata redemptions by the Partnership. Given this mandatory redemption feature and pursuant to FASB ASC 480, liability classification was required for these Preferred Units and the pro rata PIK units. The Company valued the liability as of each reporting date and recorded the change in valuation in “Other income (expenses)” in the Consolidated Statements of Operations. During 2022, the Company redeemed all outstanding mandatorily redeemable preferred units and recorded a gain on the redemption of $9.6 million.
Redeemable Noncontrolling Interest — Preferred Unit Limited Partners
The remaining Preferred Units assumed on the Closing Date were 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. During 2022, the Company redeemed all outstanding redeemable noncontrolling Preferred Units and recorded a gain on the related embedded derivative of $89.1 million.
Deferred Consideration Shares
The adjusted purchase price of the Durango Acquisition included deferred consideration of approximately 7.7 million shares of Class C Common Stock (and an equivalent number of common units in the Partnership (“OpCo Units”)), valued at $275.0 million to be issued on July 1, 2025. Pursuant to ASC 260—Earnings Per Share, these shares are considered as deferred consideration and outstanding as of the Durango Closing Date for the purpose of earning per share (“EPS”) calculation as issuance of these shares is not subject to any conditions other than the passage of time. Fair value of the deferred consideration was included in the “Redeemable noncontrolling interest—Common Units limited partners” of the Consolidated Balance Sheets as of December 31, 2024. The outstanding number of deferred consideration shares is part of the “if-converted method” used by the Company to determine the potential dilutive effect of 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.
Share-Based Compensation
On Altus Closing Date, all outstanding Class A-1 and Class A-2 units from BCP were cancelled and exchanged for shares of Class A Common Stock (“Class A Shares”). The Class A Shares are held in escrow and vest over three to four years. Similarly, the Class A-3 units from BCP were exchanged for shares of Class C Common Stock and a corresponding number of Common Units (“Class C Shares”) and vest over four years. In addition, the Company granted restricted stock units (“RSUs”) to its officers, directors and employees pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time. The Class A and Class C Shares and RSUs are recorded at grant-date fair value and compensation expense is recognized on a straight‑line basis over the vesting period within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718, Compensation - Stock Compensation (“ASC 718”). Forfeitures are recognized as they occur.
In the first quarter of 2024, the Company granted performance stock units (“PSUs”) pursuant to the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan to certain of its employees and executives. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during a three-year performance period. Depending on the results achieved during the three-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognized compensation expense for PSUs on a straight-line basis over the performance period within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718. Any PSU not earned at the end of the performance period will be forfeited.
See further discussion of the Company’s assessment in Note 14—Share-Based Compensation in the Notes to our Consolidated Financial Statements in this Annual Report.
Income Taxes
The Company is subject to federal income, state 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, as applicable, plus or minus the tax effect of the net change in the deferred tax assets and liabilities.
The Company routinely assesses its ability to realize its deferred tax assets. If the Company concludes that it is more likely than not that some or all of its deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance. See further discussion of the Company’s assessment in Note 15—Income Taxes in the Notes to our Consolidated Financial Statements in this Annual Report.
Net Income Per Share
Basic EPS 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.
The Company uses the “if-converted method” to determine the potential dilutive effect of 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 includes the dilutive effect of unvested Class A common shares in the diluted weighted average outstanding shares calculation.
Recently Adopted Accounting Pronouncement
Effective January 1, 2024, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented in the financial statements. The amendment requires a public entity disclose, on an annual and interim basis (1) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (2) an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss; (3) clarification if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources; (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. With adoption of ASU 2023-07, the Company has updated the segment disclosures in Note 19—Segments.
Recent Accounting Pronouncement Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) (“ASU 2023-09”). The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. The amendments in this update require that all entities disclose on an annual basis (1) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments in this update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information beginning in the Annual Report on Form 10-K for the year ended December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”). The new standard requires that at each interim and annual reporting period an entity: (1) Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). (2) Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements. (3) Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. (4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 and ASU 2025-01 apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2024-03 and 2025-01 will have on the disclosures within its Consolidated Financial Statements.
v3.25.0.1
BUSINESS COMBINATIONS
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
Durango Permian LLC Acquisition
On June 24, 2024 (the “Durango Closing Date”), the Company consummated the previously announced transaction contemplated by the Durango MIPA, dated May 9, 2024, by and between the Company, the Partnership, and the Durango Seller, pursuant to which the Partnership purchased all of the membership interests of Durango from Durango Seller for an adjusted purchase price of approximately $785.7 million, consisting of (i) $358.0 million of cash consideration paid at closing, (ii) approximately 3.8 million shares of Class C Common Stock, par value $0.0001 per share, of the Company (“Class C
Common Stock”) (and an equivalent number of OpCo Units), valued at $148.2 million, issued at closing and (iii) approximately 7.7 million shares of Class C Common Stock (and an equivalent number of OpCo Units), valued at $275.0 million, to be issued on July 1, 2025. Durango Seller is also entitled to an earn out of up to $75.0 million in cash contingent upon the Kings Landing gas processing complex in Eddy County, New Mexico (the “Kings Landing Project”), which is currently under construction, being placed into service (the “Kings Landing Earnout”). The Kings Landing Earnout is subject to reduction based on actual capital costs associated with the Kings Landing Project. The Durango Acquisition allows the Company to further expand its footprint into New Mexico and across the Northern Delaware Basin.
The Durango Acquisition was accounted for as a business combination in accordance with ASC 805 Business Combination (“ASC 805”). Starting on the Durango Closing Date, our Consolidated Financial Statements reflected Durango as a consolidated subsidiary. The accompanying Consolidated Financial Statements in this Annual Report herein include (i) the combined net assets of the Company carried at historical costs and net assets of Durango carried at fair value as of the Durango Closing Date and (ii) the combined results of operations of the Company with Durango’s results presented within the Consolidated Financial Statements in this Annual Report from the Durango Closing Date going forward.
Both observable and non-observable market data, thus Level 2 and Level 3 inputs, are used in the assessment of the fair value of the assets acquired and liabilities assumed listed in the table below. The fair value of the processing plants, gathering system and related facilities and equipment is based on market and cost approaches and will be depreciated over an estimated useful life ranging from one to thirty years, which is consistent with the Company’s policy over similar facilities and equipment. The fair value of the intangible assets is based on the market and cost approaches for the right-of-way and discounted cash flow approach for customer contracts, which will be amortized over estimated useful lives ranging from eight to nine years. The assumed liabilities are approximate to fair value as of the Durango Closing Date. Acquired net assets from this business combination were included in the Midstream Logistic segment. In addition, the Company recorded a contingent liability related to the Kings Landing Earnout based on project completion probability, see additional information in Note 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements set forth in this Annual Report.
Since the Durango Closing Date, the Company has made necessary adjustments to the purchase price allocation as information about facts and circumstances that existed at the Durango Closing Date have become available. This included certain working capital adjustments as a result of obtaining Durango’s closing balance sheet as of June 30, 2024. During the year ended December 31, 2024, the Company identified working capital adjustments of $26.1 million and a reduction of other long-term assets of $0.2 million resulting from the final closing balance sheet, identification and assessment of environmental liabilities totaling $24.0 million, valuation adjustments related to the long-lived assets and intangible assets of $50.6 million, valuation of deferred tax liabilities of $0.4 million and valuation of contingent liabilities related to the Kings Landing Earnout of $59.5 million, resulting in a decrease in goodwill of $10.4 million.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed in the Durango Acquisition as of June 24, 2024, in accordance with ASC 805:
(In thousands)Amount
Cash and cash equivalents$16,785 
Accounts receivable29,386 
Prepaid and other current assets15,000 
Property, plant, and equipment, net627,452 
Intangible assets, net183,000 
Deferred charges and other assets
Operating lease ROU assets3,617 
Total assets acquired875,244 
Accounts payable34,443 
Accrued expenses7,140 
Environmental liabilities
24,000 
Contract liabilities642 
Operating lease liabilities3,617 
Deferred tax liabilities19,735 
Total liabilities assumed89,577 
Contingent consideration(1)
4,500 
Consideration transferred$781,167 
(1)Pursuant to ASC 805, the Company evaluated the earn-out consideration classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. Therefore, the Company records the contingent consideration at fair value as of December 31, 2024. Additional discussion in Note 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements set forth in this Annual Report.
The Company incurred acquisition-related costs of $3.2 million for the year ended December 31, 2024, which were included in the “General and administrative expenses” of the Consolidated Statements of Operations.
The Company’s Consolidated Statement of Operations included results of operations from Durango starting from the Durango Closing Date through December 31, 2024, which included revenues of $75.9 million and net income of $4.1 million for the year ended December 31, 2024.
Supplemental Pro Forma Information
The unaudited supplemental pro forma financial data is for informational purposes only and is not indicative of future results. The results below for the years ended December 31, 2024 and 2023, respectively, combine the results of the Company and Durango, giving effect to the Durango Acquisition as if it had been completed on January 1, 2023.
Pro Forma Financials For the Year Ended December 31,
20242023
(In thousands)
Revenues$1,595,973 $1,560,541 
Net income including noncontrolling interest$246,022 $378,997 
Given the assumed pro forma transaction date of January 1, 2023, we removed $3.5 million of acquisition-related expenses for the year ended December 31, 2024 and recognized $3.5 million of acquisition-related expenses for the year ended December 31, 2023. We also removed $24.0 million of interest expense on Durango’s debt for the year ended December 31, 2024, and $16.1 million for the year ended December 31, 2023, as if the business combination had occurred and the debt had been paid off on January 1, 2023.
Midstream Infrastructure Assets
In the first quarter of 2023, the Partnership closed on a purchase and sale agreement for certain midstream assets for $65.0 million together with a new 20-year midstream service agreement. Midstream assets acquired consisted of water gathering and disposal assets and intangible right-of-way assets. As the net book value of the acquired assets were approximate to their fair market value, consideration was allocated to property plant and equipment and intangible based on the historical long-lived assets and intangible assets ratio acquired. In addition, the Partnership entered into an incentive and acceleration agreement related to near term supplemental development activities on acreage dedicated for midstream services to affiliates of the Partnership. Such development activities began in October 2023 and are subject to semi-annual performance milestones and subject to refund with consequential monetary penalty if not satisfied. Consideration for the incentive and acceleration agreement of $60.0 million was capitalized as a contract asset in accordance with ASC 606, of which $4.7 million was included in “Prepaid and Other Current Assets” and $55.3 million was included in “Deferred Charges and Other Assets” in the Consolidated Balance Sheet as of the date of acquisition. Acquisition-related costs were immaterial for this transaction. Acquired net assets from this business combination were included in the Midstream Logistic segment.
v3.25.0.1
REVENUE RECOGNITION
12 Months Ended
Dec. 31, 2024
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,
202420232022
(In thousands)
Gathering and processing services$408,000 $417,751 $393,954 
Natural gas, NGLs and condensate sales1,062,986 822,410 806,353 
Other revenue11,943 16,251 13,183 
   Total revenues
$1,482,929 $1,256,412 $1,213,490 
There have been no significant changes to the Company’s contracts with customers during the years ended December 31, 2024, 2023, and 2022 aside from the addition of certain gas gathering and processing agreements associated with the Durango Acquisition in 2024. Contracts with customers acquired through the Transaction had similar structures as the Company’s existing contracts with customers. For the years ended December 31, 2024, 2023, and 2022 the Company recognized revenues from producer MVC short falls of $0.1 million, $1.6 million and $4.0 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, 2024:
Fiscal YearAmount
(In thousands)
2025$58,710 
202673,265 
202773,981 
202872,873 
202970,674 
Thereafter160,076 
$509,579 
Our contractually committed revenue, for purposes of the tabular presentation above, is 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)20242023
Balance as of January 1$32,238 $29,300 
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied(7,003)(9,292)
Cash received in advance and not recognized as revenue1,430 12,230 
Balance as of December 3126,665 32,238 
Less: Current portion5,680 6,477 
Non-current portion$20,985 $25,761 
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, 2024 decreased $5.6 million compared to that as of December 31, 2023. Lower contract liabilities balance is primarily due to the reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied during the year slightly offset by additional provisions for customer capital reimbursements.
Contract Cost Assets
The Company has capitalized certain costs incurred to obtain a contract or additional contract dedicated acreage or volumes that would not have been incurred if the contract or associated acreage and volumes had not been obtained. These costs are recovered through the net cash flows of the associated contract. As of December 31, 2024 and 2023, the Company had contract cost assets of $64.6 million and $71.2 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, 2024, 2023, and 2022, the Company recognized cost of sales associated with these assets of $6.6 million, $6.6 million and $1.8 million, respectively.
Contract cost assets balance as of December 31, 2024, decreased $6.6 million compared to that as of December 31, 2023 related to the amortization of these assets during 2024.
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT, NET
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant, and equipment, net at carrying value, is as follows:
December 31,
20242023
(In thousands)
Gathering, processing, and transmission systems and facilities$3,977,825 $3,253,539 
Vehicles15,659 11,447
Computers and equipment7,872 6,242
Less: accumulated depreciation
(813,371)(626,223)
Total depreciable assets, net3,187,985 2,645,005 
Construction in progress215,168 74,369 
Land30,711 23,853 
Total property, plant, and equipment, net$3,433,864 $2,743,227 
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 $184.1 million, $158.6 million and $139.6 million of depreciation expense for the years ended December 31, 2024, 2023, and 2022, respectively.
Capitalized interest included in property, plant and equipment amounted to $8.3 million, $6.4 million and $1.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.
v3.25.0.1
INTANGIBLE ASSETS, NET
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS, NET INTANGIBLE ASSETS, NET
Intangible assets, net are comprised of the following:
December 31,
20242023
(In thousands)
Customer contracts$1,270,106 $1,139,665 
Right of way assets196,979 141,711 
Less accumulated amortization(814,595)(689,706)
     Total amortizable intangible assets, net$652,490 $591,670 
At December 31, 2024, the remaining customer contract amortization terms range from one to seventeen years with weighted average amortization periods of approximately 7.87 years, and the right-of-way assets remaining amortization terms range from one to fifteen years with weighted average amortization periods of approximately 6.53 years. The overall remaining weighted average amortization period for the intangible assets as of December 31, 2024 was approximately 7.63 years.
The Company recorded $140.1 million, $122.3 million and $120.7 million of amortization expense for the years ended December 31, 2024, 2023, and 2022, respectively. There was no impairment recognized on intangible assets for the years ended December 31, 2024, 2023, and 2022, respectively.
Estimated aggregate amortization expense for the remaining unamortized balance in future years is as follows:
Fiscal YearAmount
(In thousands)
2025$138,419 
2026131,482 
202796,706 
202850,752 
202946,215 
Thereafter188,916 
      Total$652,490 
v3.25.0.1
EQUITY METHOD INVESTMENTS
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY METHOD INVESTMENTS EQUITY METHOD INVESTMENTS
As of December 31, 2024, the Company owned investments in the following long-haul pipeline entities in the Permian Basin. These investments were accounted for using the equity method of accounting. For each EMI pipeline entity, the Company has the ability to exercise significant influence based on certain governance provisions and its participation in the significant activities and decisions that impact the management and economic performance of the EMI pipeline.
The table below presents the ownership percentages and investment balances held by the Company for each entity:
December 31,
20242023
(In thousands, except for ownership percentages)
OwnershipAmountOwnershipAmount
Permian Highway Pipeline LLC (“PHP”)55.5 %$1,607,323 55.5 %$1,666,254 
Breviloba LLC (“Breviloba”)33.0 %428,383 33.0 %443,684 
Epic Crude Holdings, LP (“EPIC”)(1)
27.5 %82,172 15.0 %— 
Gulf Coast Express Pipeline LLC (“GCX”)(2)
— %— 16.0 %431,051 
$2,117,878 $2,540,989 
(1)As of December 31, 2023 and until the purchase of the 12.5% equity interest in EPIC in July 2024, the Company owned 15.0% of EPIC. However, no dollar value was assigned through the Altus Acquisition purchase price allocation as an adjustment was made to eliminate equity in losses of EPIC.
(2)The Company owned 16% of GCX as of December 31, 2023 and divested its entire ownership in June 2024.
During the third quarter 2024, the Company entered into an Equity Sale and Purchase Agreement with third parties to purchase a 12.5% equity interest in EPIC, increasing our total equity interest in EPIC to 27.5%. As the increase in ownership did not result in a controlling interest, and did not represent the funding of prior losses, the Company resumed accounting for its investment in EPIC using the equity method of accounting upon the closing of the acquisition of the additional interests during July 2024.

On June 4, 2024, the Company consummated the previously announced transaction contemplated by the Purchase and Sale Agreement dated as of May 9, 2024, to sell its 16% equity interest in GCX to GCX Pipeline, LLC (the "GCX Buyer") for an adjusted price of $524.4 million (the "GCX Sale"), including a $30.0 million earn out in cash upon the approval by the GCX Board of Directors of one or more capital projects that achieve certain capacity expansion criteria. The Company recognized a net gain of $89.8 million for the year ended December 31, 2024 in relation to this transaction.
As of December 31, 2024 and 2023, the unamortized net basis differences included in the EMI pipelines’ investment balances were $40.3 million and $349.3 million, respectively. These amounts represent differences in the Company’s contributions to date and the Company’s underlying equity in the separate net assets within the financial statements of the respective entities. Unamortized basis differences will be amortized or accreted into equity income over the useful lives of the underlying pipeline assets. There was capitalized interest of $23.9 million and $24.7 million as of December 31, 2024 and 2023, respectively. Capitalized interest is amortized on a straight-line basis into equity income.
The following table presents the activities in the Company’s EMIs:
PHP
Breviloba
GCX
EPIC
Total
(In thousands)
Balance at December 31, 2022
$1,474,800 $455,057 $451,483 $— $2,381,340 
Contributions226,948 — — — 226,948 
Distributions(178,542)(42,711)(57,916)— (279,169)
Capitalized interest11,855 — — — 11,855 
Equity income, net(1)
131,193 31,338 37,484 — 200,015 
Balance at December 31, 2023
$1,666,254 $443,684 $431,051 $— $2,540,989 
Acquisitions— — — 85,417 85,417 
Contributions3,273 — — — 3,273 
Distributions(236,285)(42,156)(15,610)— (294,051)
Disposition— — (430,941)— (430,941)
Equity income, net(1)
174,081 26,855 15,500 (3,245)213,191 
Balance at December 31, 2024
$1,607,323 $428,383 $— $82,172 $2,117,878 
(1)For the year ended December 31, 2024, net of amortization and accretion of basis differences and capitalized interests, which represents undistributed earnings, the amortization (accretion) was $7.9 million from PHP, $0.7 million from Breviloba, $2.7 million from GCX, and $(3.2) million from EPIC. For the year ended December 31, 2023, net of amortization of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $7.5 million from PHP, $0.7 million from Breviloba and $6.2 million from GCX.
Summarized Financial Information
The following represented selected income statement and balance sheet data for the Company’s EMI pipeline entities (on a 100 percent balance):
For the Year Ended December 31, 2024
PHP
Breviloba
GCX(1)
EPIC
Statements of Operations(In thousands)
Revenues$508,137 $193,118 $151,486 $382,958 
Operating income326,33887,301110,679 92,566 
Net income (loss)327,33587,886110,458 (46,986)
For the Year Ended December 31, 2023
PHP
Breviloba
GCX
EPIC
Statements of Operations(In thousands)
Revenues$401,668 $188,921 $364,223 $347,436 
Operating income259,87293,763267,01955,830 
Net income (loss)261,33294,378273,194(77,825)
For the Year Ended December 31, 2022
PHP
Breviloba
GCX
EPIC
Statements of Operations(In thousands)
Revenues$396,846 $183,328 $364,223 $244,250 
Operating income261,04098,119269,15012,174 
Net income (loss)261,02897,834268,493(71,821)
December 31,
20242023
PHP
Breviloba
GCX(1)
EPIC
PHP
Breviloba
GCX
EPIC
Balance Sheets(In thousands)
Current assets$84,566 $28,302 $47,649 $181,867 $101,900 $30,108 $49,884 $111,799 
Noncurrent assets2,474,121 1,237,862 1,524,798 1,937,058 2,575,843 1,277,648 1,509,632 2,041,496 
Total assets$2,558,687 $1,266,164 $1,572,447 $2,118,925 $2,677,743 $1,307,756 $1,559,516 $2,153,295 
Current liabilities$42,636 $14,639 $21,973 $80,994 $67,597 $17,131 $21,908 $80,353 
Noncurrent liabilities— 9,187 302 1,197,849 — 8,427 329 1,185,874 
Equity2,516,051 1,242,338 1,550,172 840,082 2,610,146 1,282,198 1,537,279 887,068 
Total liabilities and equity$2,558,687 $1,266,164 $1,572,447 $2,118,925 $2,677,743 $1,307,756 $1,559,516 $2,153,295 
(1)Represented summarized financial information from GCX for the five months period ended and as of May 31, 2024 as the Company sold all its equity interest in GCX on June 4, 2024.
v3.25.0.1
DEBT AND FINANCING COSTS
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
DEBT AND FINANCING COSTS DEBT AND FINANCING COSTS
Comprehensive Refinancing 2022
On June 8, 2022, the Partnership completed the private placement of $1.00 billion aggregate principal amount of 5.875% Senior Notes due 2030 (the “2030 Notes”), which are fully and unconditionally guaranteed by the Company. The 2030 Notes were issued under our Sustainability-Linked Financing Framework and include certain Sustainability Performance Targets (“SPT”) that the Company needs to meet from and including June 15, 2027.
In addition, the Partnership entered into the revolving credit agreement with Bank of America, N.A. as administrative agent, which provides for a $1.25 billion revolving credit facility (the “Revolving Credit Facility”) maturing on June 8, 2027, and the Term Loan with PNC Bank as administrative agent, which provided for a $2.00 billion senior unsecured term loan credit facility (“Term Loan”) maturing on June 8, 2025, which was amended on December 6, 2023 to extend the maturity date from June 8, 2025 to June 8, 2026, with an additional automatic six-month extension of the amended maturity date to December 8, 2026, at such time as no more than $1.00 billion of an aggregate principal amount of loans under the Term Loan remain outstanding, subject to customary conditions. Both the Revolving Credit Facility and Term Loan include certain “Sustainability Adjustment” features that could result in an interest rate adjustment that depends on the Company meeting the sustainability targets defined in the respective agreement.
Proceeds from the Notes and the Term Loan were used to repay all outstanding borrowings under previous credit facilities and to pay fees and expenses related to the offering. The Company recorded a loss on debt extinguishment of $28.0 million for the year ended December 31, 2022.
December 2028 Sustainability-Linked Senior Notes
On December 6, 2023, the Partnership completed a private placement of $500.0 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “Original 2028 Notes”) at par. Further, on December 19, 2023, the Company completed an additional private placement of $300.0 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “Additional 2028 Notes”) at 100.50% of face amount (collectively, the “2028 Notes”). The Original 2028 Notes and the Additional 2028 Notes are treated as a single series of securities under the indenture governing the 2028 Notes, vote together as a single class, and have substantially identical terms, other than the issue date and issue price. The 2028 Notes are fully and unconditionally guaranteed by the Company and include certain Sustainability Performance Targets (“SPT”) that the Company needs to meet from and including June 15, 2027.
Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2024. The aggregate fees and expenses paid to obtain the 2028 Notes totaled $11.2 million and were capitalized as debt issuance cost and included in the Consolidated Balance Sheets as a direct deduction to the 2028 Notes. The $1.5 million premium was added to the 2028 Notes. The debt issuance cost is amortized and debt premium was accreted to interest expense over the term of the 2028 Notes using the effective interest method.
The Partnership may redeem in whole or in part, at a redemption price equal to the Make-Whole-Redemption Price, which is the greater of (1) 100% of the principal amount of the 2028 notes to be redeemed or (2) the present value of the 2028 Notes to be redeemed at such redemption date, prior to December 15, 2025. On or after December 15, 2025, the Partnership may redeem in whole or in part at the redemption price set forth in the indenture agreement governing the 2028 Notes.
Term Loan Amendment 2023
On December 6, 2023, the Partnership, the Company, PNC Bank, and the banks and other financial institutions party thereto, as lenders, entered into a First amendment to Credit Agreement (the “First Amendment”), concurrently with the closing of its 2028 Notes discussed above.
The First Amendment (1) extended the maturity of the Term Loan to June 8, 2026 upon the prepayment of a principal amount of loans under the Term Loan of no less than $500.0 million; and (2) provided for an additional automatic six-month extension of the amended maturity date to December 8, 2026, at such time as no more than $1.00 billion of an aggregate principal amount of loans under the Term Loan remain outstanding, subject to customary conditions. Pursuant to FASB ASC 470-50, Modifications and Extinguishments, the Company determined that the amendment of the maturity date is a modification of the original Term Loan. Fees paid directly to lenders in arranging the modification totaled $1.5 million and were recorded as an original debt discount and included in the Consolidated Balance Sheets as a direct deduction of the Term Loan and was amortized over the modified remaining life of the Term Loan using the effective interest method. Cost incurred with third parties directly related to the modification totaled $0.6 million and were expensed as incurred. Furthermore, the partial paydown of the principal under the Term Loan totaled $800.0 million, using proceeds from the 2028 Notes, resulting in the write off (loss extinguishment) of a proportional amount of the remaining unamortized debt issuance cost and original discount from the Term Loan immediately prior to the paydown. The Company recorded a $1.9 million loss on extinguishment from these write offs in the Consolidated Statements of Operations for the year ended December 31, 2023.
Accounts Receivable Securitization Facility
On April 2, 2024, Kinetik Receivables LLC (“Kinetik Receivables”), a bankruptcy remote special purpose entity formed as a direct subsidiary of the Partnership, which is a subsidiary of the Company, entered into an accounts receivable securitization facility with an initial facility limit of $150.0 million (“A/R Facility”) with PNC Bank, as the administrative agent, and certain purchasers party thereto from time to time, which has a scheduled termination date of April 1, 2025. The aggregate fees and expenses paid directly to third parties in obtaining the A/R Facility totaled $1.1 million and were capitalized as debt issuance costs and included in the Consolidated Balance Sheets as a current asset within “Prepaid and other current assets”, amortized over the term of the A/R Facility to interest expense using the effective-interest method. There were unamortized debt issuance costs related to the A/R Facility of $0.3 million as of December 31, 2024.
Pursuant to the A/R Facility, the Company and certain of its subsidiaries continuously transfer receivables to Kinetik Receivables and Kinetik Receivables transfers receivables that meet certain qualifying conditions to third-party purchasers in exchange for cash. These receivables are held by Kinetik Receivables and are pledged to secure the collectability of the sold receivables and are accounted for as secured borrowings. The amount available for borrowing at any one time under the A/R Facility is limited to an amount calculated based on the outstanding balance of eligible receivables sold to the purchasers, subject to certain reserves, concentration limits, and other limitations. Under the A/R Facility, the Company is subject to pay a yield to the purchasers equal to SOFR plus a spread adjustment of 0.10% and a drawn fee of 0.90%. The Company also pays a fee of 0.40% on the undrawn committed amount of the A/R Facility. Yield and fees payable by the Company under the AR Facility are due monthly. The effective interest rate on the A/R Facility was 5.55% as of December 31, 2024. As of December 31, 2024, eligible accounts receivable of $140.2 million were pledged to the A/R Facility as collateral.
The Partnership has continuing involvement with the receivables transferred by Kinetik Receivables to the third-party purchasers by providing collection services.
The net proceeds of the A/R Facility were used, together with cash on hand, to repay a portion of the outstanding borrowings under the existing Term Loan Credit Facility, lowering the remaining balance to $1.0 billion. As a result, the maturity of the Term Loan Credit Facility extended to December 8, 2026. The Company recognized a loss on debt extinguishment of $0.5 million for the partial payment made on the Term Loan Credit Facility.
Sustainability Performance Targets
The Partnership’s outstanding debts were 100% linked to sustainability performance targets as of December 31, 2024 and 2023, among which, the Partnership’s 2030 Notes and the 2028 Notes have SPTs that would result in interest rate adjustments starting on June 15, 2027, and the Partnership’s Term Loan, Revolving Credit Facility and A/R Facility have SPTs to be met for each calendar year starting in 2022 and onward.
In 2023, the Company met both SPTs under the Term Loan and Revolving Credit Facility. As a result of meeting both SPTs under the Term Loan and Revolving Credit Facility, the Company maintained the favorable rate adjustment for these facilities during 2024. The 2024 SPTs will be verified in 2025 for rate adjustment.
Compliance with our Covenants
Each of the revolving credit agreements with Bank of America, N.A. as administrative agent and the Term Loan Credit Facility, contain customary covenants and restrictive provisions which may, among other things, limit the Partnership’s ability to create liens, incur additional indebtedness and make restricted payments and the Partnership’s ability to liquidate, dissolve, consolidate with or merge into or with any other person. The 2030 Notes and the 2028 Notes also contain covenants and restrictive provisions, which may, among other things, limit the Partnership’s and its subsidiaries’ ability to create liens to secure indebtedness.
The A/R Facility contains covenants and restrictive provisions with respect to the Partnership and Kinetik Receivables that are customary for accounts receivable securitization facilities.
As of December 31, 2024, the Partnership is in compliance with all customary and financial covenants.
Fair Value of Financial Instruments
The fair value of the Company and its subsidiaries’ consolidated debt as of December 31, 2024 and 2023 was $3.52 billion and $3.57 billion, respectively. At December 31, 2024, the 2030 Notes and the 2028 Notes’ fair value was based on Level 1 inputs and the Term Loan and Revolving Credit Facility’s fair value was based on Level 3 inputs and the A/R Facility’s fair value approximates its carrying value due to its short term nature.
The following table summarizes the Company’s debt obligations:
December 31,
20242023
(In thousands)
A/R Facility$140,200 $— 
Total current debt obligations$140,200 $— 
Unsecured term loan(1)
$1,000,000 $1,200,000 
$1.00 billion 2030 senior unsecured notes
1,000,000 1,000,000 
$0.80 billion 2028 senior unsecured notes
800,000 800,000 
$1.25 billion revolving line of credit(2)
590,000 594,000 
        Total Long-term debt3,390,000 3,594,000 
Deferred debt issuance costs, net(3)
(26,174)(31,510)
Unamortized debt premium and discount, net
170 319 
         Long-term portion of debt, net
$3,363,996 $3,562,809 
(1)The effective interest rate was 6.25% and 7.06% as of December 31, 2024 and 2023, respectively.
(2)The weighted average effective interest rate was 6.43% and 7.06% as of December 31, 2024 and 2023, respectively.
(3)Excludes unamortized debt issuance cost related to the Revolving Credit Facility. Unamortized debt issuance cost associated with the Revolving Credit Facility was $3.8 million and $5.4 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and “Deferred charges and other assets” of the Consolidated Balance Sheets, respectively.
Interest Income and Financing Costs, Net of Capitalized Interest
The table below presents the components of the Company’s financing costs, net of capitalized interest:
For the Year Ended December 31,
202420232022
(In thousands)
Capitalized interest$(8,321)$(18,270)$(2,747)
Debt issuance costs7,438 6,194 9,569 
Interest expense218,118 217,930 142,430 
        Total financing costs, net of capitalized interest$217,235 $205,854 $149,252 
As of December 31, 2024 and 2023, unamortized debt issuance costs associated with the 2030 Notes, the 2028 Notes and the Term Loan Credit Facility were $26.2 million and $31.5 million, respectively, and unamortized debt premium and discount, net, associated with the 2028 Notes and Term Loan Credit Facility were $0.2 million and $0.3 million, respectively.
The following table reflects future maturities of our outstanding debt for each of the next five years and thereafter. These amounts exclude approximately $26.0 million in unamortized deferred financing costs, debt premium and discount, net:
Fiscal YearAmount
(In thousands)
2025$140,200 
20261,000,000 
2027590,000 
2028800,000 
2029— 
Thereafter1,000,000 
      Total$3,530,200 
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ACCRUED EXPENSES
12 Months Ended
Dec. 31, 2024
Other Liabilities Disclosure [Abstract]  
ACCRUED EXPENSES ACCRUED EXPENSES
The following table provides detail of the Company’s other current liabilities:
December 31,
 20242023
(In thousands)
Accrued product purchases$132,439 $109,172 
Accrued taxes15,538 632 
Accrued salaries, vacation, and related benefits3,111 1,872 
Accrued capital expenditures13,484 18,534 
Accrued interest6,127 33,760 
Accrued other expenses16,015 13,451 
Total accrued expenses
$186,714 $177,421 
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, 2024 and 2023.
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LEASES
12 Months Ended
Dec. 31, 2024
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, 2024, 2023 and 2022 were $38.7 million, $45.6 million, and $37.7 million, respectively. Short-term lease cost for the years ended December 31, 2024, 2023 and 2022 were $7.7 million, $3.4 million, and $6.2 million, respectively.
The following table presents other supplemental lease information:
Year Ended December 31,
20242023
(In thousands)
Operating cash flows from operating leases$39,247 $45,366 
Right-of-use assets obtained in exchange for new operating lease liabilities$43,682 $5,189 
Weighted-average remaining lease term — operating leases (in years)1.851.51
Weighted-average discount rate — operating leases6.82 %8.76 %
The following table presents future minimum lease payments under operating leases:
Fiscal YearAmount
(In thousands)
2025$19,702 
20267,978 
20272,691 
2028812 
2029695 
Thereafter48 
      Total lease payments31,926 
Less: interest(1,735)
      Present value of lease liabilities$30,191 
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EQUITY AND WARRANTS
12 Months Ended
Dec. 31, 2024
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 Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report.
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 Sheets. During 2024, 146,250 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 97,783,034 Common Units and an equal number of Class C Common Stock issued and outstanding as of December 31, 2024. The Common Units fair value was approximately $5.96 billion and $3.16 billion as of December 31, 2024 and 2023, respectively. The fair value of the Common Units is estimated based on a quoted market price.
Preferred Units
Upon Closing, the Company assumed certain Preferred Units that were issued and outstanding as of the Closing Date. At the Closing, the Company assumed liabilities of $200.7 million related to mandatorily redeemable Preferred Units and temporary equity of $462.7 million related to redeemable noncontrolling interest - Preferred Units Limited Partners. During 2022, the Company redeemed all assumed Preferred Units from the Closing and recorded a gain on the redemption of mandatorily redeemable Preferred Units of $9.6 million and a gain on embedded derivative related to the redeemable noncontrolling interest - Preferred Units Limited Partners of $89.1 million.
Warrants
Upon Closing, the Company assumed certain warrants that were outstanding on the Closing Date. At the Closing, the Company recorded liabilities related to the warrants of $0.2 million. There were 12,577,350 Public Warrants, valued based on Level 1 inputs, and 6,364,281 Private Placement Warrants, valued based on Level 3 inputs. All Public Warrants and Private Placement Warrants expired on November 9, 2023.
Common Stock
As of December 31, 2024, there were 59.9 million and 97.8 million shares, respectively, of Class A Common Stock and Class C Common Stock issued and outstanding (collectively, “Common Stock”). In addition, 7.7 million shares of Class C Common Stock will be issued as deferred consideration for the Durango Acquisition on July 1, 2025.
Stock Repurchase Program
In February 2023, the Board of Directors (the “Board”) approved a stock repurchase program (“Repurchase Program”), authorizing discretionary purchases of the Company’s Class A Common Stock up to $100.0 million in the aggregate. Repurchases may be made at management’s discretion from time to time, in accordance with applicable securities laws, on the open market or through privately negotiated transactions and may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act. Privately negotiated repurchases from affiliates are also authorized under the Repurchase Program, subject to such affiliates’ interest and other limitations. The repurchases will depend on market conditions and may be discontinued at any time without prior notice.
During the year ended December 31, 2024, the Company did not repurchase any of its Class A Common Stock under the Repurchase Program. During the year ended December 31, 2023, the Company repurchased 194,174 shares at a total cost of $5.8 million. The Company retired all treasury stock as of December 31, 2023.
For more information regarding the non-deductible 1% U.S. federal excise tax imposed on certain repurchases of stock by publicly traded U.S. corporations, please refer to Part I—Item 1A Risk Factors—Risks Related to Ownership of our Common Stock.
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 2023, 100% of all distributions or dividends received by each Reinvestment Holder would be reinvested in newly issued shares of Class A Common Stock. The Reinvestment Agreement automatically terminated on March 8, 2024. 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 2024 and 2023, the Company made cash dividend payments of $396.0 million and $82.0 million, respectively, to holders of Class A Common Stock and Common Units and $75.6 million and $352.1 million, respectively, was reinvested in shares of Class A Common Stock by each Reinvestment Holder.
Stock Split
On May 19, 2022, the Company announced that its Board approved and declared a two-for-one stock split with respect to its Class A Common Stock and Class C Common Stock, in the form of a stock dividend. The Stock Split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding. The additional shares of Common Stock were issued on June 8, 2022 to holders of record at the close of business on May 31, 2022.
All corresponding per-share and share amounts, excluding the Altus Acquisition, for periods prior to June 8, 2022 have been retrospectively restated in this Annual Report to reflect the Stock Split.
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FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis:
December 31, 2024
Level 1Level 2Level 3Total
(In thousands)
Commodity swap$— $1,869 $— $1,869 
Interest rate derivatives— 504 — 504 
Total assets$— $2,373 $— $2,373 
Commodity swaps$— $10,742 $— $10,742 
Interest rate derivatives— 1,206 — 1,206 
Contingent liabilities— — 4,700 4,700 
Total liabilities$— $11,948 $4,700 $16,648 
December 31, 2023
Level 1Level 2Level 3Total
(In thousands)
Commodity swap$— $3,663 $— $3,663 
Interest rate derivatives— 4,314 — 4,314 
Total assets$— $7,977 $— $7,977 
Commodity swaps$— $1,749 $— $1,749 
Interest rate derivatives— 5,348 — 5,348 
Total liabilities$— $7,097 $— $7,097 
Our derivative contracts consist of interest rate swaps and commodity swaps. The valuation of these derivative contracts involved both observable publicly quoted prices and certain credit valuation inputs that may not be readily observable in the marketplace. As such derivative contracts are classified as Level 2 in the hierarchy. Refer to Note 13—Derivatives and Hedging Activities in the Notes to our Consolidated Financial Statements in this Annual Report for further discussion related to commodity swaps and interest rate swaps.
The Company recorded a contingent liability related to the Kings Landing Earnout using Level 3 inputs, including projected spending and completion probability of the project. Refer to Note 17Commitments and Contingencies in the Notes to our Consolidated Financial Statements in this Annual Report for further discussion related to Kings Landing Earnout contingent liability.
Long-term debt’s carrying value can vary from fair value. See Note 8—Debt and Financing Costs in the Notes to Consolidated Financial Statements in this Annual Report for further information. 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, 2024.
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DERIVATIVES AND HEDGING ACTIVITIES
12 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVES AND HEDGING ACTIVITIES DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions, and it enters into certain derivative contracts to manage exposure to these risks. To minimize counterparty credit risk in derivative instruments, the Company enters into transactions with high credit-rating counterparties. The Company did not elect to apply hedge accounting to these derivative contracts and recorded the fair value of the derivatives on the Consolidated Balance Sheets as of December 31, 2024 and 2023.
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 interest rate derivatives involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.
As of December 31, 2024, the Company had two interest rate swap contracts with total notional amounts of $1,700.0 million effective on May 1, 2023 and maturing on May 31, 2025 that pay a fixed rate ranging from 4.38% to 4.48% and four interest rate swap with a total notional amount of $300.0 million effective May 30, 2025 and maturing on December 31, 2025 that pays a fixed rate ranging from 3.02% to 4.06%.
The fair value or settlement value of the consolidated interest rate swaps outstanding are presented on a gross basis on the Consolidated Balance Sheets. The following table presents the fair value of derivative assets and liabilities related to the interest rate swap contracts:
December 31December 31
20242023
(In thousands)
Derivatives assets - current$504 $4,314 
      Total derivative assets$504 $4,314 
Derivative liabilities - current1,206 — 
Derivatives liabilities - noncurrent— 5,348 
      Total derivative liabilities$1,206 $5,348 
The Company recorded cash settlements and changes in fair value of the interest rate swap contracts in “Interest expense” of the Consolidated Statements of Operations. The following table presents interest rate swap derivatives activities for the years ended December 31, 2024, 2023 and 2022:
For the Year Ended December 31,
202420232022
Realized gain on interest rate swaps$13,149 $12,651 $10,872 
Favorable fair value adjustment$13,482 $17,270 $7,880 
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 both directly and indirectly. Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure of such risk through commodity hedge contracts.
During the past twelve months, the Company entered into multiple commodity swap contracts based on the OPIS NGL Mont Belvieu prices for ethane, propane and butane, the Waha Basis index, the HSC index and the NYMEX West Texas Intermediate Control index. These contracts are for various notional quantities of NGLs, natural gas and crude. Similarly, the Company has entered into various natural gas and crude basis spread swaps. These contracts are effective over the next 1 to 17 months and are used to hedge against location price risk of the respective commodity resulting from supply and demand volatility and protect cash flows against price fluctuations.
The table below presents detail information of commodity swaps outstanding as of December 31, 2024 (in thousands, except volumes):
December 31, 2024
CommodityInstrumentsUnitVolumeNet Fair Value
(In thousands)
Natural GasCommodity SwapMMBtus900,000 $(79)
NGLCommodity SwapGallons350,834,400 (8,523)
CrudeCommodity SwapBbl622,000 908 
Crude CollarsCommodity SwapBbl145,400 468 
Natural Gas Basis Spread SwapsCommodity SwapMMBtus5,440,000 (1,647)
$(8,873)
The fair value or settlement value of the outstanding swaps are presented on a gross basis on the Consolidated Balance Sheets. The following table presents the fair value of derivative assets and liabilities related to commodity swaps:
December 31December 31
20242023
(In thousands)
Derivatives assets - current$1,804 $3,498 
Derivative assets - noncurrent65 165 
      Total derivative assets$1,869 $3,663 
Derivative liabilities - current$8,805 $1,734 
Derivatives liabilities - noncurrent1,937 15 
      Total derivative liabilities$10,742 $1,749 
The Company recorded cash settlements and fair value adjustments on commodity swap derivatives in “Product revenue” of the Consolidated Statements of Operations. The following table presents commodity swap derivatives activities for the years ended December 31, 2024, 2023 and 2022:
For the Year Ended December 31,
202420232022
(In thousands)
Realized (loss) gain on commodity swaps$(20,407)$13,056 $(205)
(Unfavorable) favorable fair value adjustment$(31,195)$16,400 $(1,429)
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SHARE-BASED COMPENSATION
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION SHARE-BASED COMPENSATION
Class A Shares and Class C Shares
The table below summarizes Class A Shares and Class C Shares activity for the year ended December 31, 2024:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested units as of December 31, 20235,444,488 $28.91 
Vested
43,166 31.18 
Forfeited
1,592 31.18 
Outstanding and unvested units as of December 31, 20245,399,730 $28.89 
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares for the years ended December 31, 2024 and 2023. No vesting or forfeitures occurred for Class C Shares during 2024 or 2023.
Year Ended December 31,
20242023
(In thousands)
Aggregate intrinsic value of vested Class A Shares
$1,756 $28 
Grant-date fair value of vested Class A Shares
$1,346 $25 
As of December 31, 2024, there were $27.5 million of unrecognized compensation costs related to unvested Class A Shares and Class C Shares. These costs are expected to be recognized over a weighted average period of 1.03 years.
Restricted Stock Units
RSUs were granted to certain executives and employees under the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan (the “2019 Plan”) with various service vesting requirements. Such RSUs may be settled only for shares of Class A Common Stock on a one-for-one basis, contingent upon continued employment.
The table below summarizes RSUs activity for the year ended December 31, 2024:
Number of Shares(1)
Weighted Avg Grant-Date Fair Market Value Per Unit(1)
Outstanding and unvested units as of December 31, 2023435,220 $31.15 
Granted770,227 39.83 
Vested493,402 41.89 
Forfeited13,450 32.40 
Outstanding and unvested units as of December 31, 2024698,595 $33.11 
(1)The number of shares and weighted average fair market value per share here includes restricted share awards issued to new employees transitioned from ALTM as part of the merger.
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested RSUs for the years ended December 31, 2024 and 2023.
Year Ended December 31,
20242023
(In thousands)
Aggregate intrinsic value of vested RSUs
$21,104 $7,446 
Grant-date fair value of vested RSUs
$20,667 $6,931 
As of December 31, 2024, there were $10.4 million of unrecognized compensation costs related to unvested RSUs. These costs are expected to be recognized over a weighted average period of 1.49 years.
Performance Stock Units
The Company granted PSUs pursuant to the 2019 Plan to certain of its employees and executives during 2024. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during a three-year performance period. Depending on the results achieved during the three-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognized compensation expense for PSUs on a straight-line basis over the performance period. Any PSU not earned at the end of the performance period will be forfeited.
The table below summarizes PSU activities for the year ended December 31, 2024:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Granted in 2024198,703 $36.76 
Outstanding and unvested units as of December 31, 2024198,703 $36.76 
No vesting or forfeiture occurred for PSUs for the year ended December 31, 2024.
The table below presents a summary of the grant-date fair value assumptions used to value the PSUs on the grant date:
March 2024
Grant-date fair value per unit$36.76
Beginning average price
$32.84
Risk-free interest rate4.21%
Volatility factor37%
Expected term
2.82 years
As of December 31, 2024, there were $5.2 million of unrecognized compensation costs related to the PSUs. These costs are expected to be recognized over a weighted average period of 2.00 years.
With respect to above Class A Shares, Class C Shares, RSUs and PSUs, the Company recorded compensation expenses of $76.5 million, $56.0 million and $42.8 million in “General and administrative expenses” of the Consolidated Statements of Operations, for the years ended December 31, 2024, 2023 and 2022, respectively, based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares.
v3.25.0.1
INCOME TAXES
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The total income tax provision consists of the following:
Year Ended December 31,
202420232022
(In thousands)
Current income tax expense:
Federal$1,329 $— $— 
State2,203 492 522 
3,532 492 522 
Deferred tax (benefit) expense:
Federal19,535 (235,627)— 
State(32)2,227 2,094 
19,503 (233,400)2,094 
Total$23,035 $(232,908)$2,616 
The difference between the effective income tax rate and the U.S. statutory rate is reconciled below:
Year Ended December 31,
20242023
U.S. statutory rate21.00 %21.00 %
Tax attributable to noncontrolling interest
(13.11)%(13.51)%
State tax rate2.03 %1.64 %
Other(1.30)%0.02 %
Valuation allowance— %(160.84)%
Effective rate8.62 %(151.69)%
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,
20242023
(In thousands)
Deferred tax assets:
  Investment in partnership$110,856 $145,990 
  Net operating losses 90,435 88,788 
  Other2,705 849 
      Total deferred tax assets203,996 235,627 
Deferred tax liabilities:
  Property, plant, and equipment
16,761 13,244 
      Net deferred tax assets
$187,235 $222,383 
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.
For federal purposes, the Company has deferred tax assets related to (i) its investment in the Partnership and (ii) net operating losses (“NOLs”) with no expiration date. As of December 31, 2024, embedded in the investment in partnership deferred tax asset is approximately $21.3 million related to the carryover of interest expense limitation under IRC 163(j). The carryover for the interest expense limitation has no expiration. The Company has evaluated all positive and negative evidence to conclude that it is more likely than not that such deferred tax assets will be realized. This determination was based, in part, on the fact that the Company achieved a three-year cumulative position of profitability as of December 31, 2024. It is also based on our projections of future taxable income at current commodity prices and our current cost structure. This positive evidence outweighs negative evidence regarding the realization of the Company’s deferred tax assets. As a result, no valuation allowance was recorded with respect to such deferred tax assets as of December 31, 2024.
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 ownership changes within the meaning of IRC Section 382 that subjected certain of the Company's tax attributes, including NOLs, to an IRC Section 382 limitation. Subsequent ownership changes could further impact the limitation in future years. However, notwithstanding such limitation, we expect to use substantially all of our NOLs to offset our future federal tax liabilities. The timing of such usage will depend upon our future earnings and future tax circumstances.
The Company accounts for income taxes in accordance with FASB 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.
The Company had no uncertain tax position as of December 31, 2024 and 2023.
The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company has recorded no interest or penalties associated with unrecognized tax benefits. As of December 31, 2024, tax years 2020 through 2024 remain subject to examination by various taxing authorities.
v3.25.0.1
NET INCOME PER SHARE
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
NET INCOME PER SHARE NET INCOME PER SHARE
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 the Company’s common stock during the applicable period. The Company uses the if-converted method to compute potential common shares exchanged from potentially dilutive Common Units. Under the if-converted method, dilutive Common Units are assumed to be exchanged from the date of the issuance and the resulting shares of Class A Common Stock 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,
202420232022
(In thousands, except per share amounts)
Net income attributable to Class A common shareholders$80,014 $289,442 $40,735 
Less: Net income available to participating unvested restricted Class A common shareholders(1)
(18,829)(17,406)(12,530)
Excess preferred carrying amount over consideration paid(2)
— — 32,900 
      Total net income attributable to Class A common shareholders - basic
$61,185 $272,036 $61,105 
Net income attributable to Class A Common shareholders - basic
$61,185 $272,036 $61,105 
Net income attributable to Common Units limited partners(3)
— 97,010 — 
      Total net income attributable to Class A common shareholders - diluted
$61,185 $369,046 $61,105 
Weighted average shares outstanding - basic(4)
59,284 51,823 41,630 
Dilutive effect of unvested Class A common shares(5)
831 269 35 
Dilutive effect of exchange of outstanding Common Units(3)
— 94,105 — 
Weighted average shares outstanding - diluted
60,115 146,197 41,665 
Net income available per common share - basic$1.03 $5.25 $1.47 
Net income available per common share - diluted$1.02 $2.52 $1.47 
(1)Represents dividends paid to unvested Class A and Class C Shares, RSUs and PSUs.
(2)Represented excess of carrying value of redeemable noncontrolling interest Preferred Units over redemption price at redemption.
(3)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 the years ended December 31, 2024 and 2022.
(4)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 in this Annual Report for further information.
(5)Includes dilutive effect from both RSUs and PSUs on unvested Class A common shares.
v3.25.0.1
COMMIMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Accruals for loss contingencies arising from claims, assessments, litigation, environmental, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted as additional information becomes available or circumstances change. As of December 31, 2024 and 2023, there were no accruals for loss contingencies.
Litigation
The Company is a party to various legal actions arising in the ordinary course of its business. 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 a third party to collect receivables totaling $11.6 million and is waiting on settlement of $8.0 million in outstanding vendor credits from another counterparty related to prior litigation the Company had previously entered into and subsequently dropped. These amounts 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
The Company is subject to various local, state, and federal laws and regulations relating to various environmental matters during the ordinary course of business. Although we believe our operations are in substantial compliance with applicable environmental laws and relations, risks of additional costs and liabilities are inherent in our operations. Moreover, changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly requirements could require the Company to make significant expenditures to attain and maintain compliance or may otherwise have a material adverse effect on its operations, competitive position, or financial condition.
As of the Durango Closing Date, the Company became a potential responsible party to certain potential civil penalties related to excess emission violations of certain gas plants and compressor stations acquired. The Company estimated a liability of $24.0 million based on information related to the alleged violations available as of the Durango Closing Date and December 31, 2024.
Contingent Liabilities
Durango Acquisition
On June 24, 2024, the Company consummated the previously announced Durango Acquisition. Pursuant to the Durango MIPA, Durango Seller is entitled to an earn out of up to $75.0 million in cash contingent upon the completion of the Kings Landing Project and placing it into service in Eddy County, New Mexico. This earn out is subject to reduction based on actual capital costs associated with the Kings Landing Project.
Upon Closing, the Company evaluated the earn-out consideration classification in accordance with ASC 480. The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. As of Closing, the Company recorded an initial contingent liability of $64.0 million and further reduced such contingent liability through a measurement period adjustment of $59.5 million, based on information available as of the Durango Acquisition Date, but obtained subsequent thereto. The earn-out liability is a function of the present value of projected spend as evaluated using a weighted probability model. Pursuant to ASC 805, the Company also recorded a fair value adjustment of $0.2 million within “Costs of sales (exclusive of depreciation and amortization)” of the Consolidated Statement of Operations for the year ended December 31, 2024. The contingent liability associated with the Kings Landing Project of $4.7 million was included in “Other current liabilities” of the Consolidated Balance Sheet as of December 31, 2024.
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 total monies paid under this arrangement are capped at $60.5 million and are payable on an annual basis over the earn-out period. PDC’s actual annual Mcf volume did not exceed the incentive forecast volume during the past five years and is not expected to over the next five years; therefore, the estimated fair value of the contingent consideration liability was nil as of December 31, 2024 and 2023.
Letters of Credit
Our Revolving Credit Facility maturing on June 8, 2027, can be used for letters of credit. Our obligations with respect to related letters of credit totaled $12.6 million and $12.6 million as of December 31, 2024 and 2023, respectively.
v3.25.0.1
RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2024
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 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 closing of the Altus Acquisition, the Company had the following shareholders that owned 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 (“Apache”). Out of these affiliates, the Company has product and service revenue contracts and operating expense contracts with Apache Midstream. In addition, Apache acquired Titus Oil and Gas, LLC (“Titus”) in October 2022, at which time Titus became a related party. Through secondary offerings completed in December 2023 and March 2024, Apache sold all of the Company’s Class A Common Stock it owned. Pursuant to ASC 850, Apache was no longer a related party after the completion of its secondary offering in December 2023 as it owned less than 10% of the Company’s common stock. Pursuant to Regulation S-K, Item 404(a), Apache ceased to be a related party as of March 18, 2024 as it no longer owned any of the Company’s common stock.
The Company also has equity interests in PHP, Breviloba and EPIC as of December 31, 2024. 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 Annual Report 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 pipeline.
The following table summarizes transactions with the above unconsolidated affiliates. Investment contributions, distributions and equity in earnings from EMIs are detailed in Note 7Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report, thus, not included in the table below.
For the Year Ended December 31,
2024(1)
20232022
(In thousands)
Operating revenue$17,211 $104,138 $107,662 
Operating expense$179 $759 $632 
Cost of sales$58,496 $59,118 $39,304 
(1)Included activities from Apache for the period ended March 18, 2024, on which date Apache ceased to be a related party.
As of December 31, 2024, the Company had no accounts receivable or accounts payable due from or to related parties. As of December 31, 2023, accounts receivable from Apache Midstream and Titus totaled $15.8 million and immaterial accounts payable were due to Apache Midstream and Titus.
v3.25.0.1
SEGMENTS
12 Months Ended
Dec. 31, 2024
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 CODM to make key operating decisions, assess performance and allocate resources. These segments represent strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. The activities of each of our reportable segments from which the Company earns revenues and incurs expenses are described below:
Midstream Logistics: The Midstream Logistics segment operates under three streams, 1) gas gathering and processing, 2) crude oil gathering, stabilization and storage services and 3) produced water gathering and disposal.
Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests in three Permian Basin pipelines that access various points along the U.S. Gulf Coast, Kinetik NGL Pipeline and Delaware Link Pipeline. The current operating pipelines transport crude oil, natural gas and NGLs.
Our Chief Executive Officer, who is the CODM, uses segment net income or loss including noncontrolling interests adjusted for taxes, depreciation and amortization, gain or loss on disposal of assets, the proportionate EBITDA from our EMI pipelines, equity income and gain from sale of investments recorded using the equity method, noncash increases and decreases related to hedging activities, fair value adjustments for contingent liabilities, integration and transaction costs and extraordinary losses and unusual or non-recurring charges (“Segment Adjusted EBITDA”) to access performance of each operating segment. For both segments, the CODM uses Segment Adjusted EBITDA to allocate resources. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis for both measures when making decisions about allocating capital and personnel to the segments.
The Midstream Logistics segment accounts for more than 98% of the Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments, which contribute more than 91% of the Segment’s Adjusted EBITDA. Corporate and Other contains the Company’s executive and administrative functions, including 84% of the Company’s general and administrative expenses and all of the Company’s stock compensation and debt service costs.
The Company regularly provides management reports to the CODM that include cost of sales, operating expenses, and general and administrative expenses related to the segments, which are all considered to be significant.
The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the years ended December 31, 2024, 2023 and 2022:
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the year ended December 31, 2024
(In thousands)
Revenue$1,461,898 $9,088 $— $— $1,470,986 
Other revenue11,652 291 — — 11,943 
Intersegment revenue(2)
— 26,099 — (26,099)— 
Total segment operating revenue1,473,550 35,478 — (26,099)1,482,929 
Costs of sales (excluding depreciation and amortization expense)
(620,617)(1)— — (620,618)
Intersegment cost of sales
(26,099)— — 26,099 — 
Operating expenses(3)
(217,780)(2,904)— — (220,684)
General and administrative expenses(19,623)(1,689)(112,845)— (134,157)
Proportionate EMI EBITDA— 346,666 — — 346,666 
Other segment items(4)
25,452 — 91,530 116,982 
Segment Adjusted EBITDA(5)
$614,883 $377,550 $(21,315)$— $971,118 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$614,883 $377,550 $(21,315)$— $971,118 
Add back:
Other interest income— — 1,988 — 1,988 
Gain on sale of equity method investment— 89,802 — — 89,802 
Equity in earnings of unconsolidated affiliates— 213,191 — — 213,191 
Deduct:
Interest expense81 — 217,154 — 217,235 
Depreciation and amortization expenses314,970 9,204 23 — 324,197 
Contract assets amortization
6,621 — — — 6,621 
Proportionate EMI EBITDA— 346,666 — — 346,666 
Share-based compensation
— — 76,536 — 76,536 
Loss on disposal of assets, net4,040 — — — 4,040 
Commodity hedging unrealized loss
10,788 — — — 10,788 
Loss on debt extinguishment— — 525 — 525 
Contingent liabilities fair value adjustment200 — — — 200 
Integration costs2,110 — 3,716 — 5,826 
Acquisition transaction costs— — 4,096 — 4,096 
Other one-time costs and amortization
4,919 — 7,182 — 12,101 
Income (loss) before income taxes
$271,154 $324,673 $(328,559)$— $267,268 
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the year ended December 31, 2023
(In thousands)
Revenue$1,236,304 $3,857 $— $— $1,240,161 
Other revenue13,343 2,908 — — 16,251 
Intersegment revenue(2)
— 1,678 — (1,678)— 
Total segment operating revenue1,249,647 8,443 — (1,678)1,256,412 
Costs of sales (excluding depreciation and amortization expense)(514,035)(1,686)— (515,721)
Intersegment cost of sales
(1,678)— — 1,678 — 
Operating expenses(3)
(182,684)(458)— — (183,142)
General and administrative expenses(17,216)(1,265)(79,425)— (97,906)
Proportionate EMI EBITDA— 306,072 — — 306,072 
Other segment items(4)
9,156 — 63,959 — 73,115 
Segment Adjusted EBITDA(5)
$543,190 $311,106 $(15,466)$— $838,830 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$543,190 $311,106 $(15,466)$— $838,830 
Add back:
Other interest income— — 677 — 677 
Warrant valuation adjustment— — 88 — 88 
Commodity hedging unrealized gain4,291 — — — 4,291 
Equity in earnings of unconsolidated affiliates— 200,015 — — 200,015 
Deduct:
Interest expense47 — 205,807 — 205,854 
Depreciation and amortization expenses275,568 5,395 23 — 280,986 
Contract assets amortization
6,620 — — — 6,620 
Proportionate EMI EBITDA— 306,072 — — 306,072 
Share-based compensation
— — 55,983 — 55,983 
Loss on disposal of assets, net19,402 — — — 19,402 
Loss on debt extinguishment— — 1,876 — 1,876 
Integration costs59 — 956 — 1,015 
Acquisition transaction costs33 — 615 — 648 
Other one-time costs and amortization
5,996 — 5,905 — 11,901 
Income (loss) before income taxes
$239,756 $199,654 $(285,866)$— $153,544 
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Consolidated(6)
For the year ended December 31, 2022
(In thousands)
Revenue$1,198,474 $1,833 $— $1,200,307 
Other revenue13,175 — 13,183 
Total segment operating revenue1,211,649 1,841 — 1,213,490 
Costs of sales (excluding depreciation and amortization expense)(541,518)— — (541,518)
Operating expenses(3)
(153,456)(239)(564)(154,259)
General and administrative expenses(18,155)(1,288)(74,825)(94,268)
Proportionate EMI EBITDA— 268,826 — 268,826 
Other segment items(4)
17,525 97 62,296 79,918 
Segment Adjusted EBITDA(5)
$516,045 $269,237 $(13,093)$772,189 
Reconciliation of segment adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$516,045 $269,237 $(13,093)$772,189 
Add back:
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 in earnings of unconsolidated affiliates— 180,956 — 180,956 
Deduct:
Interest expense47,419 (664)102,497 149,252 
Depreciation and amortization expenses259,318 1,016 11 260,345 
Contract assets amortization
1,807 — — 1,807 
Proportionate EMI EBITDA— 268,826 — 268,826 
Share-based compensation
— — 42,780 42,780 
Loss (gain) on disposal of assets
12,645 — (34)12,611 
Loss (gain) on debt extinguishment
27,983 (8)— 27,975 
Integration costs1,314 93 10,801 12,208 
Acquisition transaction costs— 6,403 6,412 
Other one-time costs and amortization
14,137 2,214 16,355 
Income (loss) before income taxes
$151,413 $180,926 $(79,002)$253,337 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating 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. Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss.
(2)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.
(3)Operating expenses includes ad valorem taxes.
(4)Other segment items include other income related to sales tax refund, proceeds from insurance claims and legal settlements, and warrants fair value adjustments, share-based compensation, and one-time or nonrecurring cost adjustments related to amortization of contract costs, commodity hedging unrealized (gain)/loss, contingent liabilities fair value adjustment, integration costs, acquisition transaction costs and other one-time cost or amortization.
(5)Segment 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 Annual Report, for a definition and reconciliation to the GAAP measure.
(6)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 Annual Report, for further information on the Company’s basis of presentation.
The following tables present supplemental segment information that are not included in the segment profit measurements above for the years ended December 31, 2024, 2023 and 2022:
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated
For the year ended December 31, 2024
(In thousands)
Income tax expenses
$— $— $23,035 $23,035 
Segment assets (2)
4,326,954 2,270,403 217,580 6,814,937 
Total capital expenditures (3)
273,783 2,080 10 275,873 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated
For the year ended December 31, 2023(In thousands)
Income tax benefit
$— $— $(232,908)$(232,908)
Segment assets (2)
3,772,764 2,703,588 20,521 6,496,873 
Total capital expenditures (3)
234,879 94,675 — 329,554 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated
For the year ended December 31, 2022(In thousands)
Income tax expenses
$— $— $2,616 $2,616 
Segment assets (2)
3,486,948 2,414,829 17,934 5,919,711 
Total capital expenditures (3)
195,346 26,233 — 221,579 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating 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)Pipeline Transportation includes investment in unconsolidated affiliates of $2.12 billion, $2.54 billion and $2.38 billion as of December 31, 2024, 2023 and 2022, respectively.
(3)Excludes contributions, acquisition and divestiture of equity interest in the Company’s EMIs included in Pipeline Transportation segment assets. See Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report for additional information.
v3.25.0.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
On January 14, 2025, the Company consummated the previously announced transaction contemplated by the definitive agreement with Permian Resources Corporation (“Permian Resources”) to acquire certain natural gas and crude oil gathering systems assets, primarily located in Reeves County, Texas, for approximately $178.4 million of cash consideration (“Permian Resources Midstream Acquisition”). We are currently evaluating the Permian Resources Midstream Acquisition and have not completed the purchase accounting.
On January 22, 2025, the Board declared a cash dividend of $0.78 per share on the Company’s Class A Common Stock which was paid to stockholders of record as of February 3, 2025, on February 12, 2025. The Company, through its ownership of the general partner of the Partnership, declared a distribution of $0.78 per Common Unit from the Partnership to the holders of Common Units, which was paid on February 12, 2025.
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Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
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Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
The Company has established a cybersecurity incident management policy to facilitate the Company’s management of cybersecurity incidents. Monitoring and detection systems have been implemented to help identify and remediate cybersecurity threats. All potential security events and/or confirmed security incidents, as appropriate, are reported and logged in to the Company’s authorized incident management systems. The Company’s incident response team (“IRT”), along with the third-party security system providers, aims to review, analyze, categorize and take action on reported security events. We also have an Incident Response Plan that is designed to be triggered if a security event is identified as a security incident. Consideration shall also be given to individually immaterial incidents that occur as part of a series of related unauthorized occurrences and are material when considered in the aggregate.
Furthermore, the Company has established processes for communicating an incident that is determined material, based on the Company’s materiality assessment, to the Audit Committee. This process is designed to help implement a containment strategy and to comply with applicable regulations. The Company’s Incident Response Plan focuses on the following goals: reduction of damage due to a security incident; identifying potential opportunities for eradication; identifying potential recovery strategies; establishing lesson learned analyses; and identifying mitigation strategies designed to decrease the likelihood of security incident reoccurrence.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block] As a Company that manages midstream infrastructure for the energy sector, cybersecurity is of great concern to our organization, and we aim to protect our systems, networks and programs from digital attacks. We have endeavored to implement policies, standards, and technical controls based on external cybersecurity standards, such as National Institute of Standards and Technology (“NIST”) and ISO frameworks.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Our Board has delegated the responsibility for overseeing cybersecurity risk. Our Audit Committee oversees management’s assessment and management of cybersecurity risk. Our Senior IT Director, who reports to our Executive Vice President, Chief Administrative and Accounting Officer, leads the Information Technology team, is a member of our management-level Cybersecurity Governance Committee and management-level Cybersecurity Risk Committee and manages our information technology and cybersecurity function.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Audit Committee oversees management’s assessment and management of cybersecurity risk.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]
Through the Company’s ERM program, our Cybersecurity Governance Committee and Cybersecurity Risk Committee oversee the Company’s cybersecurity initiatives. The Cybersecurity Governance Committee is responsible for monitoring, reviewing and reporting to the Audit Committee on cyber incident response. The Cybersecurity Risk Committee is responsible for communication of security incidents to organizational stakeholders.
Cybersecurity Risk Role of Management [Text Block]
Our Board has delegated the responsibility for overseeing cybersecurity risk. Our Audit Committee oversees management’s assessment and management of cybersecurity risk. Our Senior IT Director, who reports to our Executive Vice President, Chief Administrative and Accounting Officer, leads the Information Technology team, is a member of our management-level Cybersecurity Governance Committee and management-level Cybersecurity Risk Committee and manages our information technology and cybersecurity function.
Through the Company’s ERM program, our Cybersecurity Governance Committee and Cybersecurity Risk Committee oversee the Company’s cybersecurity initiatives. The Cybersecurity Governance Committee is responsible for monitoring, reviewing and reporting to the Audit Committee on cyber incident response. The Cybersecurity Risk Committee is responsible for communication of security incidents to organizational stakeholders.
As part of our efforts to facilitate effective oversight, the Cybersecurity Governance Committee and the Cybersecurity Risk Committee hold discussions on cybersecurity risks, incident trends, and the effectiveness of cybersecurity measures at least quarterly and more frequently as necessitated by emerging material cyber risks or incidents.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
Through the Company’s ERM program, our Cybersecurity Governance Committee and Cybersecurity Risk Committee oversee the Company’s cybersecurity initiatives. The Cybersecurity Governance Committee is responsible for monitoring, reviewing and reporting to the Audit Committee on cyber incident response. The Cybersecurity Risk Committee is responsible for communication of security incidents to organizational stakeholders.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]
Our executive team, in particular, our Senior IT Director and members of our IRT, have relevant degrees in computer information systems and extensive experience and background in network design and configuration, endpoint protection, privileged identity management, device encryption, cloud network and infrastructure, cloud email security, security information and event management (SIEM), and vulnerability assessments. This combined expertise is important to our cybersecurity risk management processes.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The Cybersecurity Governance Committee is responsible for monitoring, reviewing and reporting to the Audit Committee on cyber incident response.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
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SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with 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.
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 (“EMI” or “EMIs”).
Segment Information
Segment Information
The Company applies FASB 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 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. During the year ended December 31, 2024, the Company adopted ASU 2023-07 and identified significant segment expenses that are provided to CODM on a regular basis. See Note 19—Segments in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
Revenue Recognition
Revenue Recognition
We provide gathering, processing, transportation, 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 ASC 606, Revenue from Contracts with Customers (“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 third-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 third 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 third-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 third-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 principal or the agent 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.
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 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 4Revenue Recognition in the Notes to our Consolidated Financial Statements in this Annual Report 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 Permian Basin, across Texas and New Mexico. 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 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
FASB ASC Topic 820, Fair Value Measurement (“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 a 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.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities
FASB 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. The Company has not elected to apply hedge accounting to any of its current or recent derivative transactions.
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.
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, 2024 and 2023.
Cash and Cash Equivalents
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 approximate fair value.
Accounts Receivable and Current Expected Credit Losses
Accounts Receivable and Current Expected Credit Losses
Accounts receivable include billed and unbilled 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.
Accounts Receivable Securitization Facility
Accounts Receivable Securitization Facility
Pursuant to ASC 860, Transfers and Servicing, accounts receivable that are sold or contributed by the Partnership to the special purpose vehicle are treated as collateral for borrowings under the third party A/R Facility (as defined below) and are included as “Accounts receivable pledged” within the Consolidated Balance Sheets. Proceeds from the transfer of the eligible accounts receivable under the third party A/R Facility are secured borrowings included as “Current debt obligations” within our Consolidated Balance Sheets. Proceeds and repayments under such facility are reflected as cash flows from financing activities in our Consolidated Statements of Cash Flows.At December 31, 2024, the 2030 Notes and the 2028 Notes’ fair value was based on Level 1 inputs and the Term Loan and Revolving Credit Facility’s fair value was based on Level 3 inputs and the A/R Facility’s fair value approximates its carrying value due to its short term nature.As of December 31, 2024 and 2023, 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, respectively.
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.
Inventory
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 Company 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 betterment are capitalized, while repairs that do not improve the life of the respective assets are expensed as incurred.
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 notes 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.
Interest on the 2028 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing June 15, 2024. The aggregate fees and expenses paid to obtain the 2028 Notes totaled $11.2 million and were capitalized as debt issuance cost and included in the Consolidated Balance Sheets as a direct deduction to the 2028 Notes. The $1.5 million premium was added to the 2028 Notes. The debt issuance cost is amortized and debt premium was accreted to interest expense over the term of the 2028 Notes using the effective interest method.
Fees paid directly to lenders in arranging the modification totaled $1.5 million and were recorded as an original debt discount and included in the Consolidated Balance Sheets as a direct deduction of the Term Loan and was amortized over the modified remaining life of the Term Loan using the effective interest method. Cost incurred with third parties directly related to the modification totaled $0.6 million and were expensed as incurred. The aggregate fees and expenses paid directly to third parties in obtaining the A/R Facility totaled $1.1 million and were capitalized as debt issuance costs and included in the Consolidated Balance Sheets as a current asset within “Prepaid and other current assets”, amortized over the term of the A/R Facility to interest expense using the effective-interest method.
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 and transportation 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, 2024 and 2023.
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, primarily relate to underground pipeline easements and 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, and customer contracts, which are capitalized as a result of acquiring favorable customer contracts from business combinations with remaining contract terms that range from five to twenty years on acquisition dates. 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 FASB ASC 350, Intangibles – Goodwill and Other (“Topic 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.
Topic 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.
The Company assessed relevant qualitative factors, such as the Company’s operations, actual versus budgeted results of operations, forecast, macroeconomics conditions, etc. The Company concluded there is no indication that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. As such, no quantitative impairment test is necessary and the Company’s goodwill was not impaired as of December 31, 2024 and 2023.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
In accordance with FASB ASC 360, Property, Plant and Equipment, long-lived assets, excluding goodwill, to be held and used by the Company are reviewed for impairment 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 three 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.
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. For distributions from the Company’s EMI pipeline entities that are generated from their respective normal course of business, the Company classifies the distributions as return on investments and as cash flows from operating activities. For distributions that are a return of the investment, the Company classifies the distribution as cash flows from investing activities. Unamortized basis differences will be amortized or accreted 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 certain third-party pipelines 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 had NGL and gas line fill of $16.8 million and $16.4 million within other assets as of December 31, 2024 and 2023, 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 Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report.
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 Company’s Class A Common Stock, par value $0.0001 per share. See discussion and additional details in Note 11—Equity and Warrants in the Notes to our Consolidated Financial Statements in this Annual Report.
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 as of the Closing Date for accounting purposes.
At the Close of the Altus Acquisition, the Company effectuated the Third Amended and Restated Agreement of Limited Partnership of the Partnership, which among other things, provided for mandatory pro-rata redemptions by the Partnership. Given this mandatory redemption feature and pursuant to FASB ASC 480, liability classification was required for these Preferred Units and the pro rata PIK units. The Company valued the liability as of each reporting date and recorded the change in valuation in “Other income (expenses)” in the Consolidated Statements of Operations. During 2022, the Company redeemed all outstanding mandatorily redeemable preferred units and recorded a gain on the redemption of $9.6 million.
Redeemable Noncontrolling Interest — Preferred Unit Limited Partners
The remaining Preferred Units assumed on the Closing Date were 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. During 2022, the Company redeemed all outstanding redeemable noncontrolling Preferred Units and recorded a gain on the related embedded derivative of $89.1 million.
Deferred Consideration Shares
Deferred Consideration Shares
The adjusted purchase price of the Durango Acquisition included deferred consideration of approximately 7.7 million shares of Class C Common Stock (and an equivalent number of common units in the Partnership (“OpCo Units”)), valued at $275.0 million to be issued on July 1, 2025. Pursuant to ASC 260—Earnings Per Share, these shares are considered as deferred consideration and outstanding as of the Durango Closing Date for the purpose of earning per share (“EPS”) calculation as issuance of these shares is not subject to any conditions other than the passage of time. Fair value of the deferred consideration was included in the “Redeemable noncontrolling interest—Common Units limited partners” of the Consolidated Balance Sheets as of December 31, 2024. The outstanding number of deferred consideration shares is part of the “if-converted method” used by the Company to determine the potential dilutive effect of 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.
Share-Based Compensation
Share-Based Compensation
On Altus Closing Date, all outstanding Class A-1 and Class A-2 units from BCP were cancelled and exchanged for shares of Class A Common Stock (“Class A Shares”). The Class A Shares are held in escrow and vest over three to four years. Similarly, the Class A-3 units from BCP were exchanged for shares of Class C Common Stock and a corresponding number of Common Units (“Class C Shares”) and vest over four years. In addition, the Company granted restricted stock units (“RSUs”) to its officers, directors and employees pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time. The Class A and Class C Shares and RSUs are recorded at grant-date fair value and compensation expense is recognized on a straight‑line basis over the vesting period within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718, Compensation - Stock Compensation (“ASC 718”). Forfeitures are recognized as they occur.
In the first quarter of 2024, the Company granted performance stock units (“PSUs”) pursuant to the Kinetik Holdings Inc. Amended and Restated 2019 Omnibus Compensation Plan to certain of its employees and executives. These PSUs vest and become earned upon the achievement of certain performance goals based on the Company’s annualized absolute total stockholder return and the Company’s relative total stockholder return as compared to the performance peer group during a three-year performance period. Depending on the results achieved during the three-year performance period, the actual number of Class A Common Stock that a holder of the PSUs earns at the end of the performance period may range from 0% to 200% of the target number of PSUs granted. The fair value of the PSUs is determined using a Monte Carlo simulation at the grant date. The Company recognized compensation expense for PSUs on a straight-line basis over the performance period within “General and Administrative Expense” of the Consolidated Statements of Operations in accordance with FASB ASC 718. Any PSU not earned at the end of the performance period will be forfeited.
Income Taxes
Income Taxes
The Company is subject to federal income, state 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, as applicable, plus or minus the tax effect of the net change in the deferred tax assets and liabilities.
The Company routinely assesses its ability to realize its deferred tax assets. If the Company concludes that it is more likely than not that some or all of its deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance.
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 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 EPS 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.
The Company uses the “if-converted method” to determine the potential dilutive effect of 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 includes the dilutive effect of unvested Class A common shares in the diluted weighted average outstanding shares calculation.
Recently Adopted Accounting Pronouncement and Recent Accounting Pronouncement Not Yet Adopted
Recently Adopted Accounting Pronouncement
Effective January 1, 2024, the Company adopted ASU 2023-07, which was applied retrospectively to all prior periods presented in the financial statements. The amendment requires a public entity disclose, on an annual and interim basis (1) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (2) an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss; (3) clarification if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources; (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. With adoption of ASU 2023-07, the Company has updated the segment disclosures in Note 19—Segments.
Recent Accounting Pronouncement Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) (“ASU 2023-09”). The amendments in this update require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). A public business entity is required to provide an explanation, if not otherwise evident, of the individual reconciling items disclosed, such as the nature, effect, and underlying causes of the reconciling items and the judgment used in categorizing the reconciling items. The amendments in this update require that all entities disclose on an annual basis (1) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments in this update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. We are evaluating the effect of the amendments on our consolidated financial statements and expect to disclose the required information beginning in the Annual Report on Form 10-K for the year ended December 31, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”). The new standard requires that at each interim and annual reporting period an entity: (1) Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e). (2) Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements. (3) Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. (4) Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 and ASU 2025-01 apply to all public business entities and are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2024-03 and 2025-01 will have on the disclosures within its Consolidated Financial Statements.
Business Combination The Durango Acquisition was accounted for as a business combination in accordance with ASC 805 Business Combination (“ASC 805”). Starting on the Durango Closing Date, our Consolidated Financial Statements reflected Durango as a consolidated subsidiary. The accompanying Consolidated Financial Statements in this Annual Report herein include (i) the combined net assets of the Company carried at historical costs and net assets of Durango carried at fair value as of the Durango Closing Date and (ii) the combined results of operations of the Company with Durango’s results presented within the Consolidated Financial Statements in this Annual Report from the Durango Closing Date going forward.The fair value of the processing plants, gathering system and related facilities and equipment is based on market and cost approaches and will be depreciated over an estimated useful life ranging from one to thirty yearsThe fair value of the intangible assets is based on the market and cost approaches for the right-of-way and discounted cash flow approach for customer contracts, which will be amortized over estimated useful lives ranging from eight to nine years.The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. Therefore, the Company records the contingent consideration at fair value as of December 31, 2024.Consideration for the incentive and acceleration agreement of $60.0 million was capitalized as a contract asset in accordance with ASC 606, of which $4.7 million was included in “Prepaid and Other Current Assets” and $55.3 million was included in “Deferred Charges and Other Assets” in the Consolidated Balance Sheet as of the date of acquisition.
Stockholders' Equity
All corresponding per-share and share amounts, excluding the Altus Acquisition, for periods prior to June 8, 2022 have been retrospectively restated in this Annual Report to reflect the Stock Split.
Commitments and Contingencies Upon Closing, the Company evaluated the earn-out consideration classification in accordance with ASC 480. The Company determined the earn-out consideration to be classified as a liability based on the settlement provision.Pursuant to ASC 805, the Company also recorded a fair value adjustment of $0.2 million within “Costs of sales (exclusive of depreciation and amortization)” of the Consolidated Statement of Operations for the year ended December 31, 2024. The contingent liability associated with the Kings Landing Project of $4.7 million was included in “Other current liabilities” of the Consolidated Balance Sheet as of December 31, 2024.
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedule of Operating Revenue by Major Customers Below is a summary of operating revenue by major customer that individually exceeded 10% of consolidated operating revenue:
For the Year Ended December 31,
202420232022
(In thousands)
Customer 1$372,949 $205,079 $71,055 
Customer 2335,107 278,408 211,093 
Customer 3190,318 223,714 326,899 
Customer 4158,451 9,395 — 
Others426,104 539,816 604,443 
Consolidated Operating Revenue$1,482,929 $1,256,412 $1,213,490 
Schedule 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 fixtures5 years
Vehicles5 years
Computer hardware and software3 years
Property, plant, and equipment, net at carrying value, is as follows:
December 31,
20242023
(In thousands)
Gathering, processing, and transmission systems and facilities$3,977,825 $3,253,539 
Vehicles15,659 11,447
Computers and equipment7,872 6,242
Less: accumulated depreciation
(813,371)(626,223)
Total depreciable assets, net3,187,985 2,645,005 
Construction in progress215,168 74,369 
Land30,711 23,853 
Total property, plant, and equipment, net$3,433,864 $2,743,227 
v3.25.0.1
BUSINESS COMBINATIONS (Tables)
12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 Durango Acquisition as of June 24, 2024, in accordance with ASC 805:
(In thousands)Amount
Cash and cash equivalents$16,785 
Accounts receivable29,386 
Prepaid and other current assets15,000 
Property, plant, and equipment, net627,452 
Intangible assets, net183,000 
Deferred charges and other assets
Operating lease ROU assets3,617 
Total assets acquired875,244 
Accounts payable34,443 
Accrued expenses7,140 
Environmental liabilities
24,000 
Contract liabilities642 
Operating lease liabilities3,617 
Deferred tax liabilities19,735 
Total liabilities assumed89,577 
Contingent consideration(1)
4,500 
Consideration transferred$781,167 
(1)Pursuant to ASC 805, the Company evaluated the earn-out consideration classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company determined the earn-out consideration to be classified as a liability based on the settlement provision. Therefore, the Company records the contingent consideration at fair value as of December 31, 2024. Additional discussion in Note 17—Commitments and Contingencies in the Notes to our Consolidated Financial Statements set forth in this Annual Report.
Schedule of Pro Forma Information
The unaudited supplemental pro forma financial data is for informational purposes only and is not indicative of future results. The results below for the years ended December 31, 2024 and 2023, respectively, combine the results of the Company and Durango, giving effect to the Durango Acquisition as if it had been completed on January 1, 2023.
Pro Forma Financials For the Year Ended December 31,
20242023
(In thousands)
Revenues$1,595,973 $1,560,541 
Net income including noncontrolling interest$246,022 $378,997 
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REVENUE RECOGNITION (Tables)
12 Months Ended
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following table presents a disaggregation of the Company’s revenue:
For the Year Ended December 31,
202420232022
(In thousands)
Gathering and processing services$408,000 $417,751 $393,954 
Natural gas, NGLs and condensate sales1,062,986 822,410 806,353 
Other revenue11,943 16,251 13,183 
   Total revenues
$1,482,929 $1,256,412 $1,213,490 
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, 2024:
Fiscal YearAmount
(In thousands)
2025$58,710 
202673,265 
202773,981 
202872,873 
202970,674 
Thereafter160,076 
$509,579 
Schedule of Contract with Customer, Contract Liability
The following provides information about contract liabilities from contracts with customers:
(In thousands)20242023
Balance as of January 1$32,238 $29,300 
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied(7,003)(9,292)
Cash received in advance and not recognized as revenue1,430 12,230 
Balance as of December 3126,665 32,238 
Less: Current portion5,680 6,477 
Non-current portion$20,985 $25,761 
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PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule 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 fixtures5 years
Vehicles5 years
Computer hardware and software3 years
Property, plant, and equipment, net at carrying value, is as follows:
December 31,
20242023
(In thousands)
Gathering, processing, and transmission systems and facilities$3,977,825 $3,253,539 
Vehicles15,659 11,447
Computers and equipment7,872 6,242
Less: accumulated depreciation
(813,371)(626,223)
Total depreciable assets, net3,187,985 2,645,005 
Construction in progress215,168 74,369 
Land30,711 23,853 
Total property, plant, and equipment, net$3,433,864 $2,743,227 
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INTANGIBLE ASSETS, NET (Tables)
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
Intangible assets, net are comprised of the following:
December 31,
20242023
(In thousands)
Customer contracts$1,270,106 $1,139,665 
Right of way assets196,979 141,711 
Less accumulated amortization(814,595)(689,706)
     Total amortizable intangible assets, net$652,490 $591,670 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated aggregate amortization expense for the remaining unamortized balance in future years is as follows:
Fiscal YearAmount
(In thousands)
2025$138,419 
2026131,482 
202796,706 
202850,752 
202946,215 
Thereafter188,916 
      Total$652,490 
v3.25.0.1
EQUITY METHOD INVESTMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of Equity Method Investments
The table below presents the ownership percentages and investment balances held by the Company for each entity:
December 31,
20242023
(In thousands, except for ownership percentages)
OwnershipAmountOwnershipAmount
Permian Highway Pipeline LLC (“PHP”)55.5 %$1,607,323 55.5 %$1,666,254 
Breviloba LLC (“Breviloba”)33.0 %428,383 33.0 %443,684 
Epic Crude Holdings, LP (“EPIC”)(1)
27.5 %82,172 15.0 %— 
Gulf Coast Express Pipeline LLC (“GCX”)(2)
— %— 16.0 %431,051 
$2,117,878 $2,540,989 
(1)As of December 31, 2023 and until the purchase of the 12.5% equity interest in EPIC in July 2024, the Company owned 15.0% of EPIC. However, no dollar value was assigned through the Altus Acquisition purchase price allocation as an adjustment was made to eliminate equity in losses of EPIC.
(2)The Company owned 16% of GCX as of December 31, 2023 and divested its entire ownership in June 2024.
The following table presents the activities in the Company’s EMIs:
PHP
Breviloba
GCX
EPIC
Total
(In thousands)
Balance at December 31, 2022
$1,474,800 $455,057 $451,483 $— $2,381,340 
Contributions226,948 — — — 226,948 
Distributions(178,542)(42,711)(57,916)— (279,169)
Capitalized interest11,855 — — — 11,855 
Equity income, net(1)
131,193 31,338 37,484 — 200,015 
Balance at December 31, 2023
$1,666,254 $443,684 $431,051 $— $2,540,989 
Acquisitions— — — 85,417 85,417 
Contributions3,273 — — — 3,273 
Distributions(236,285)(42,156)(15,610)— (294,051)
Disposition— — (430,941)— (430,941)
Equity income, net(1)
174,081 26,855 15,500 (3,245)213,191 
Balance at December 31, 2024
$1,607,323 $428,383 $— $82,172 $2,117,878 
(1)For the year ended December 31, 2024, net of amortization and accretion of basis differences and capitalized interests, which represents undistributed earnings, the amortization (accretion) was $7.9 million from PHP, $0.7 million from Breviloba, $2.7 million from GCX, and $(3.2) million from EPIC. For the year ended December 31, 2023, net of amortization of basis differences and capitalized interests, which represents undistributed earnings, the amortization was $7.5 million from PHP, $0.7 million from Breviloba and $6.2 million from GCX.
Schedule of Equity Method Investments, Summarized Financial Information
The following represented selected income statement and balance sheet data for the Company’s EMI pipeline entities (on a 100 percent balance):
For the Year Ended December 31, 2024
PHP
Breviloba
GCX(1)
EPIC
Statements of Operations(In thousands)
Revenues$508,137 $193,118 $151,486 $382,958 
Operating income326,33887,301110,679 92,566 
Net income (loss)327,33587,886110,458 (46,986)
For the Year Ended December 31, 2023
PHP
Breviloba
GCX
EPIC
Statements of Operations(In thousands)
Revenues$401,668 $188,921 $364,223 $347,436 
Operating income259,87293,763267,01955,830 
Net income (loss)261,33294,378273,194(77,825)
For the Year Ended December 31, 2022
PHP
Breviloba
GCX
EPIC
Statements of Operations(In thousands)
Revenues$396,846 $183,328 $364,223 $244,250 
Operating income261,04098,119269,15012,174 
Net income (loss)261,02897,834268,493(71,821)
December 31,
20242023
PHP
Breviloba
GCX(1)
EPIC
PHP
Breviloba
GCX
EPIC
Balance Sheets(In thousands)
Current assets$84,566 $28,302 $47,649 $181,867 $101,900 $30,108 $49,884 $111,799 
Noncurrent assets2,474,121 1,237,862 1,524,798 1,937,058 2,575,843 1,277,648 1,509,632 2,041,496 
Total assets$2,558,687 $1,266,164 $1,572,447 $2,118,925 $2,677,743 $1,307,756 $1,559,516 $2,153,295 
Current liabilities$42,636 $14,639 $21,973 $80,994 $67,597 $17,131 $21,908 $80,353 
Noncurrent liabilities— 9,187 302 1,197,849 — 8,427 329 1,185,874 
Equity2,516,051 1,242,338 1,550,172 840,082 2,610,146 1,282,198 1,537,279 887,068 
Total liabilities and equity$2,558,687 $1,266,164 $1,572,447 $2,118,925 $2,677,743 $1,307,756 $1,559,516 $2,153,295 
(1)Represented summarized financial information from GCX for the five months period ended and as of May 31, 2024 as the Company sold all its equity interest in GCX on June 4, 2024.
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DEBT AND FINANCING COSTS (Tables)
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
The following table summarizes the Company’s debt obligations:
December 31,
20242023
(In thousands)
A/R Facility$140,200 $— 
Total current debt obligations$140,200 $— 
Unsecured term loan(1)
$1,000,000 $1,200,000 
$1.00 billion 2030 senior unsecured notes
1,000,000 1,000,000 
$0.80 billion 2028 senior unsecured notes
800,000 800,000 
$1.25 billion revolving line of credit(2)
590,000 594,000 
        Total Long-term debt3,390,000 3,594,000 
Deferred debt issuance costs, net(3)
(26,174)(31,510)
Unamortized debt premium and discount, net
170 319 
         Long-term portion of debt, net
$3,363,996 $3,562,809 
(1)The effective interest rate was 6.25% and 7.06% as of December 31, 2024 and 2023, respectively.
(2)The weighted average effective interest rate was 6.43% and 7.06% as of December 31, 2024 and 2023, respectively.
(3)Excludes unamortized debt issuance cost related to the Revolving Credit Facility. Unamortized debt issuance cost associated with the Revolving Credit Facility was $3.8 million and $5.4 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, the current and non-current portion of the unamortized debt issuance costs related to the revolving credit facilities were included in the “Prepaid and other current assets” and “Deferred charges and other assets” of the Consolidated Balance Sheets, respectively.
Schedule of Financing Costs, Net
The table below presents the components of the Company’s financing costs, net of capitalized interest:
For the Year Ended December 31,
202420232022
(In thousands)
Capitalized interest$(8,321)$(18,270)$(2,747)
Debt issuance costs7,438 6,194 9,569 
Interest expense218,118 217,930 142,430 
        Total financing costs, net of capitalized interest$217,235 $205,854 $149,252 
Schedule of Future Maturities of Long Term Debt
The following table reflects future maturities of our outstanding debt for each of the next five years and thereafter. These amounts exclude approximately $26.0 million in unamortized deferred financing costs, debt premium and discount, net:
Fiscal YearAmount
(In thousands)
2025$140,200 
20261,000,000 
2027590,000 
2028800,000 
2029— 
Thereafter1,000,000 
      Total$3,530,200 
v3.25.0.1
ACCRUED EXPENSES (Tables)
12 Months Ended
Dec. 31, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Other Current Liabilities
The following table provides detail of the Company’s other current liabilities:
December 31,
 20242023
(In thousands)
Accrued product purchases$132,439 $109,172 
Accrued taxes15,538 632 
Accrued salaries, vacation, and related benefits3,111 1,872 
Accrued capital expenditures13,484 18,534 
Accrued interest6,127 33,760 
Accrued other expenses16,015 13,451 
Total accrued expenses
$186,714 $177,421 
v3.25.0.1
LEASES (Tables)
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Other Supplemental Lease Information
The following table presents other supplemental lease information:
Year Ended December 31,
20242023
(In thousands)
Operating cash flows from operating leases$39,247 $45,366 
Right-of-use assets obtained in exchange for new operating lease liabilities$43,682 $5,189 
Weighted-average remaining lease term — operating leases (in years)1.851.51
Weighted-average discount rate — operating leases6.82 %8.76 %
Schedule of Future Minimum Lease Payments Under Operating Leases
The following table presents future minimum lease payments under operating leases:
Fiscal YearAmount
(In thousands)
2025$19,702 
20267,978 
20272,691 
2028812 
2029695 
Thereafter48 
      Total lease payments31,926 
Less: interest(1,735)
      Present value of lease liabilities$30,191 
v3.25.0.1
FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis:
December 31, 2024
Level 1Level 2Level 3Total
(In thousands)
Commodity swap$— $1,869 $— $1,869 
Interest rate derivatives— 504 — 504 
Total assets$— $2,373 $— $2,373 
Commodity swaps$— $10,742 $— $10,742 
Interest rate derivatives— 1,206 — 1,206 
Contingent liabilities— — 4,700 4,700 
Total liabilities$— $11,948 $4,700 $16,648 
December 31, 2023
Level 1Level 2Level 3Total
(In thousands)
Commodity swap$— $3,663 $— $3,663 
Interest rate derivatives— 4,314 — 4,314 
Total assets$— $7,977 $— $7,977 
Commodity swaps$— $1,749 $— $1,749 
Interest rate derivatives— 5,348 — 5,348 
Total liabilities$— $7,097 $— $7,097 
v3.25.0.1
DERIVATIVES AND HEDGING ACTIVITIES (Tables)
12 Months Ended
Dec. 31, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value The following table presents the fair value of derivative assets and liabilities related to the interest rate swap contracts:
December 31December 31
20242023
(In thousands)
Derivatives assets - current$504 $4,314 
      Total derivative assets$504 $4,314 
Derivative liabilities - current1,206 — 
Derivatives liabilities - noncurrent— 5,348 
      Total derivative liabilities$1,206 $5,348 
The following table presents interest rate swap derivatives activities for the years ended December 31, 2024, 2023 and 2022:
For the Year Ended December 31,
202420232022
Realized gain on interest rate swaps$13,149 $12,651 $10,872 
Favorable fair value adjustment$13,482 $17,270 $7,880 
The following table presents the fair value of derivative assets and liabilities related to commodity swaps:
December 31December 31
20242023
(In thousands)
Derivatives assets - current$1,804 $3,498 
Derivative assets - noncurrent65 165 
      Total derivative assets$1,869 $3,663 
Derivative liabilities - current$8,805 $1,734 
Derivatives liabilities - noncurrent1,937 15 
      Total derivative liabilities$10,742 $1,749 
The following table presents commodity swap derivatives activities for the years ended December 31, 2024, 2023 and 2022:
For the Year Ended December 31,
202420232022
(In thousands)
Realized (loss) gain on commodity swaps$(20,407)$13,056 $(205)
(Unfavorable) favorable fair value adjustment$(31,195)$16,400 $(1,429)
Schedule of Detail Information of Commodity Swaps Outstanding
The table below presents detail information of commodity swaps outstanding as of December 31, 2024 (in thousands, except volumes):
December 31, 2024
CommodityInstrumentsUnitVolumeNet Fair Value
(In thousands)
Natural GasCommodity SwapMMBtus900,000 $(79)
NGLCommodity SwapGallons350,834,400 (8,523)
CrudeCommodity SwapBbl622,000 908 
Crude CollarsCommodity SwapBbl145,400 468 
Natural Gas Basis Spread SwapsCommodity SwapMMBtus5,440,000 (1,647)
$(8,873)
v3.25.0.1
SHARE-BASED COMPENSATION (Tables)
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Arrangement, Outstanding Award, Activity, Excluding Option
The table below summarizes Class A Shares and Class C Shares activity for the year ended December 31, 2024:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Outstanding and unvested units as of December 31, 20235,444,488 $28.91 
Vested
43,166 31.18 
Forfeited
1,592 31.18 
Outstanding and unvested units as of December 31, 20245,399,730 $28.89 
Schedule of Share-Based Compensation Arrangement by Share-Based Payment Award, Options Than Options, Grants in Period, Grant Date Intrinsic Value
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested Class A Shares for the years ended December 31, 2024 and 2023. No vesting or forfeitures occurred for Class C Shares during 2024 or 2023.
Year Ended December 31,
20242023
(In thousands)
Aggregate intrinsic value of vested Class A Shares
$1,756 $28 
Grant-date fair value of vested Class A Shares
$1,346 $25 
Schedule of Nonvested Restricted Stock Shares Activity
The table below summarizes RSUs activity for the year ended December 31, 2024:
Number of Shares(1)
Weighted Avg Grant-Date Fair Market Value Per Unit(1)
Outstanding and unvested units as of December 31, 2023435,220 $31.15 
Granted770,227 39.83 
Vested493,402 41.89 
Forfeited13,450 32.40 
Outstanding and unvested units as of December 31, 2024698,595 $33.11 
(1)The number of shares and weighted average fair market value per share here includes restricted share awards issued to new employees transitioned from ALTM as part of the merger.
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity
The table below summarizes aggregate intrinsic value (market value at vesting date) and grant-date fair value of vested RSUs for the years ended December 31, 2024 and 2023.
Year Ended December 31,
20242023
(In thousands)
Aggregate intrinsic value of vested RSUs
$21,104 $7,446 
Grant-date fair value of vested RSUs
$20,667 $6,931 
Schedule of Share-Based Payment Arrangement, Performance Shares, Activity
The table below summarizes PSU activities for the year ended December 31, 2024:
Number of Shares
Weighted Avg Grant-Date Fair Market Value Per Unit
Granted in 2024198,703 $36.76 
Outstanding and unvested units as of December 31, 2024198,703 $36.76 
Schedule of Share-Based Payment Award, Other Than Options, Valuation Assumptions
The table below presents a summary of the grant-date fair value assumptions used to value the PSUs on the grant date:
March 2024
Grant-date fair value per unit$36.76
Beginning average price
$32.84
Risk-free interest rate4.21%
Volatility factor37%
Expected term
2.82 years
v3.25.0.1
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of Total Income Tax Provision (Benefit)
The total income tax provision consists of the following:
Year Ended December 31,
202420232022
(In thousands)
Current income tax expense:
Federal$1,329 $— $— 
State2,203 492 522 
3,532 492 522 
Deferred tax (benefit) expense:
Federal19,535 (235,627)— 
State(32)2,227 2,094 
19,503 (233,400)2,094 
Total$23,035 $(232,908)$2,616 
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,
20242023
U.S. statutory rate21.00 %21.00 %
Tax attributable to noncontrolling interest
(13.11)%(13.51)%
State tax rate2.03 %1.64 %
Other(1.30)%0.02 %
Valuation allowance— %(160.84)%
Effective rate8.62 %(151.69)%
Schedule of Net Deferred Tax Assets (Liabilities) The net deferred tax assets consist of the following:
December 31,
20242023
(In thousands)
Deferred tax assets:
  Investment in partnership$110,856 $145,990 
  Net operating losses 90,435 88,788 
  Other2,705 849 
      Total deferred tax assets203,996 235,627 
Deferred tax liabilities:
  Property, plant, and equipment
16,761 13,244 
      Net deferred tax assets
$187,235 $222,383 
v3.25.0.1
NET INCOME PER SHARE (Tables)
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Net Income 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,
202420232022
(In thousands, except per share amounts)
Net income attributable to Class A common shareholders$80,014 $289,442 $40,735 
Less: Net income available to participating unvested restricted Class A common shareholders(1)
(18,829)(17,406)(12,530)
Excess preferred carrying amount over consideration paid(2)
— — 32,900 
      Total net income attributable to Class A common shareholders - basic
$61,185 $272,036 $61,105 
Net income attributable to Class A Common shareholders - basic
$61,185 $272,036 $61,105 
Net income attributable to Common Units limited partners(3)
— 97,010 — 
      Total net income attributable to Class A common shareholders - diluted
$61,185 $369,046 $61,105 
Weighted average shares outstanding - basic(4)
59,284 51,823 41,630 
Dilutive effect of unvested Class A common shares(5)
831 269 35 
Dilutive effect of exchange of outstanding Common Units(3)
— 94,105 — 
Weighted average shares outstanding - diluted
60,115 146,197 41,665 
Net income available per common share - basic$1.03 $5.25 $1.47 
Net income available per common share - diluted$1.02 $2.52 $1.47 
(1)Represents dividends paid to unvested Class A and Class C Shares, RSUs and PSUs.
(2)Represented excess of carrying value of redeemable noncontrolling interest Preferred Units over redemption price at redemption.
(3)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 the years ended December 31, 2024 and 2022.
(4)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 in this Annual Report for further information.
(5)Includes dilutive effect from both RSUs and PSUs on unvested Class A common shares.
v3.25.0.1
RELATED PARTY TRANSACTIONS (Tables)
12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Schedule 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 7Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report, thus, not included in the table below.
For the Year Ended December 31,
2024(1)
20232022
(In thousands)
Operating revenue$17,211 $104,138 $107,662 
Operating expense$179 $759 $632 
Cost of sales$58,496 $59,118 $39,304 
(1)Included activities from Apache for the period ended March 18, 2024, on which date Apache ceased to be a related party.
v3.25.0.1
SEGMENTS (Tables)
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following tables present the Segment Adjusted EBITDA of the Company’s reportable segments and reconciliations of the segment profits to consolidated income before income tax expenses for the years ended December 31, 2024, 2023 and 2022:
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the year ended December 31, 2024
(In thousands)
Revenue$1,461,898 $9,088 $— $— $1,470,986 
Other revenue11,652 291 — — 11,943 
Intersegment revenue(2)
— 26,099 — (26,099)— 
Total segment operating revenue1,473,550 35,478 — (26,099)1,482,929 
Costs of sales (excluding depreciation and amortization expense)
(620,617)(1)— — (620,618)
Intersegment cost of sales
(26,099)— — 26,099 — 
Operating expenses(3)
(217,780)(2,904)— — (220,684)
General and administrative expenses(19,623)(1,689)(112,845)— (134,157)
Proportionate EMI EBITDA— 346,666 — — 346,666 
Other segment items(4)
25,452 — 91,530 116,982 
Segment Adjusted EBITDA(5)
$614,883 $377,550 $(21,315)$— $971,118 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$614,883 $377,550 $(21,315)$— $971,118 
Add back:
Other interest income— — 1,988 — 1,988 
Gain on sale of equity method investment— 89,802 — — 89,802 
Equity in earnings of unconsolidated affiliates— 213,191 — — 213,191 
Deduct:
Interest expense81 — 217,154 — 217,235 
Depreciation and amortization expenses314,970 9,204 23 — 324,197 
Contract assets amortization
6,621 — — — 6,621 
Proportionate EMI EBITDA— 346,666 — — 346,666 
Share-based compensation
— — 76,536 — 76,536 
Loss on disposal of assets, net4,040 — — — 4,040 
Commodity hedging unrealized loss
10,788 — — — 10,788 
Loss on debt extinguishment— — 525 — 525 
Contingent liabilities fair value adjustment200 — — — 200 
Integration costs2,110 — 3,716 — 5,826 
Acquisition transaction costs— — 4,096 — 4,096 
Other one-time costs and amortization
4,919 — 7,182 — 12,101 
Income (loss) before income taxes
$271,154 $324,673 $(328,559)$— $267,268 
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Elimination
Consolidated
For the year ended December 31, 2023
(In thousands)
Revenue$1,236,304 $3,857 $— $— $1,240,161 
Other revenue13,343 2,908 — — 16,251 
Intersegment revenue(2)
— 1,678 — (1,678)— 
Total segment operating revenue1,249,647 8,443 — (1,678)1,256,412 
Costs of sales (excluding depreciation and amortization expense)(514,035)(1,686)— (515,721)
Intersegment cost of sales
(1,678)— — 1,678 — 
Operating expenses(3)
(182,684)(458)— — (183,142)
General and administrative expenses(17,216)(1,265)(79,425)— (97,906)
Proportionate EMI EBITDA— 306,072 — — 306,072 
Other segment items(4)
9,156 — 63,959 — 73,115 
Segment Adjusted EBITDA(5)
$543,190 $311,106 $(15,466)$— $838,830 
Reconciliation of Segment Adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$543,190 $311,106 $(15,466)$— $838,830 
Add back:
Other interest income— — 677 — 677 
Warrant valuation adjustment— — 88 — 88 
Commodity hedging unrealized gain4,291 — — — 4,291 
Equity in earnings of unconsolidated affiliates— 200,015 — — 200,015 
Deduct:
Interest expense47 — 205,807 — 205,854 
Depreciation and amortization expenses275,568 5,395 23 — 280,986 
Contract assets amortization
6,620 — — — 6,620 
Proportionate EMI EBITDA— 306,072 — — 306,072 
Share-based compensation
— — 55,983 — 55,983 
Loss on disposal of assets, net19,402 — — — 19,402 
Loss on debt extinguishment— — 1,876 — 1,876 
Integration costs59 — 956 — 1,015 
Acquisition transaction costs33 — 615 — 648 
Other one-time costs and amortization
5,996 — 5,905 — 11,901 
Income (loss) before income taxes
$239,756 $199,654 $(285,866)$— $153,544 
Midstream LogisticsPipeline Transportation
Corporate and Other(1)
Consolidated(6)
For the year ended December 31, 2022
(In thousands)
Revenue$1,198,474 $1,833 $— $1,200,307 
Other revenue13,175 — 13,183 
Total segment operating revenue1,211,649 1,841 — 1,213,490 
Costs of sales (excluding depreciation and amortization expense)(541,518)— — (541,518)
Operating expenses(3)
(153,456)(239)(564)(154,259)
General and administrative expenses(18,155)(1,288)(74,825)(94,268)
Proportionate EMI EBITDA— 268,826 — 268,826 
Other segment items(4)
17,525 97 62,296 79,918 
Segment Adjusted EBITDA(5)
$516,045 $269,237 $(13,093)$772,189 
Reconciliation of segment adjusted EBITDA to income before income taxes
Segment Adjusted EBITDA(5)
$516,045 $269,237 $(13,093)$772,189 
Add back:
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 in earnings of unconsolidated affiliates— 180,956 — 180,956 
Deduct:
Interest expense47,419 (664)102,497 149,252 
Depreciation and amortization expenses259,318 1,016 11 260,345 
Contract assets amortization
1,807 — — 1,807 
Proportionate EMI EBITDA— 268,826 — 268,826 
Share-based compensation
— — 42,780 42,780 
Loss (gain) on disposal of assets
12,645 — (34)12,611 
Loss (gain) on debt extinguishment
27,983 (8)— 27,975 
Integration costs1,314 93 10,801 12,208 
Acquisition transaction costs— 6,403 6,412 
Other one-time costs and amortization
14,137 2,214 16,355 
Income (loss) before income taxes
$151,413 $180,926 $(79,002)$253,337 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating 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. Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss.
(2)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.
(3)Operating expenses includes ad valorem taxes.
(4)Other segment items include other income related to sales tax refund, proceeds from insurance claims and legal settlements, and warrants fair value adjustments, share-based compensation, and one-time or nonrecurring cost adjustments related to amortization of contract costs, commodity hedging unrealized (gain)/loss, contingent liabilities fair value adjustment, integration costs, acquisition transaction costs and other one-time cost or amortization.
(5)Segment 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 Annual Report, for a definition and reconciliation to the GAAP measure.
(6)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 Annual Report, for further information on the Company’s basis of presentation.
The following tables present supplemental segment information that are not included in the segment profit measurements above for the years ended December 31, 2024, 2023 and 2022:
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated
For the year ended December 31, 2024
(In thousands)
Income tax expenses
$— $— $23,035 $23,035 
Segment assets (2)
4,326,954 2,270,403 217,580 6,814,937 
Total capital expenditures (3)
273,783 2,080 10 275,873 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated
For the year ended December 31, 2023(In thousands)
Income tax benefit
$— $— $(232,908)$(232,908)
Segment assets (2)
3,772,764 2,703,588 20,521 6,496,873 
Total capital expenditures (3)
234,879 94,675 — 329,554 
Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated
For the year ended December 31, 2022(In thousands)
Income tax expenses
$— $— $2,616 $2,616 
Segment assets (2)
3,486,948 2,414,829 17,934 5,919,711 
Total capital expenditures (3)
195,346 26,233 — 221,579 
(1)Corporate and Other represents those results that: (i) are not specifically attributable to an operating 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)Pipeline Transportation includes investment in unconsolidated affiliates of $2.12 billion, $2.54 billion and $2.38 billion as of December 31, 2024, 2023 and 2022, respectively.
(3)Excludes contributions, acquisition and divestiture of equity interest in the Company’s EMIs included in Pipeline Transportation segment assets. See Note 7—Equity Method Investments in the Notes to our Consolidated Financial Statements in this Annual Report for additional information.
v3.25.0.1
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details)
12 Months Ended
Jun. 08, 2022
Dec. 31, 2024
pipeline
entity
$ / shares
Jun. 24, 2024
$ / shares
Dec. 31, 2023
$ / shares
Feb. 22, 2022
$ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Number of pipelines owned | pipeline   2      
Interest In Pipeline Entities | entity   3      
Stock split, conversion ratio 0.5        
Common Class C          
Class of Stock [Line Items]          
Common stock, par value (in USD per share) | $ / shares   $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001
Kinetik Holdings LP          
Class of Stock [Line Items]          
Limited partner's interest   38.00%      
v3.25.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2024
USD ($)
Segment
pipeline
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
Jun. 24, 2024
$ / shares
Feb. 22, 2022
$ / shares
shares
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Number of operating segments | Segment   2        
Cash and cash equivalents   $ 3,606,000 $ 4,510,000      
Accounts receivable, allowance for credit losses   1,000,000 1,000,000      
Gas imbalance receivables   5,000,000 1,300,000      
Gas imbalance payables   0 0      
Inventory   3,600,000 3,100,000      
Asset retirement obligation   $ 0 0      
Initial term   10 years        
Renewal term option   10 years        
Goodwill impairment   $ 0 0      
Impairment of long-lived assets   $ 0 0      
Number of pipeline entities | pipeline   3        
Other assets   $ 16,800,000 16,400,000      
Gain on redemption of mandatorily redeemable Preferred Units   0 0 $ 9,580,000 [1]    
Gain on the related embedded derivative   $ 0 $ 0 $ 89,050,000 [1]    
Performance shares            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Award vesting period 3 years          
Minimum            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Remaining term   5 years        
PSU's granted 0.00%          
Minimum | Common Class A            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Award vesting period   3 years        
Maximum            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Renewal rate   130.00%        
Remaining term   20 years        
Maximum | Common Class A            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Award vesting period   4 years        
PSU's granted 200.00%          
Common Class C            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Common stock, shares issued (in shares) | shares   97,783,034 94,089,038     50,000,000
Common stock, par value (in USD per share) | $ / shares   $ 0.0001 $ 0.0001   $ 0.0001 $ 0.0001
Award vesting period   4 years        
Common Class A            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Common stock, shares issued (in shares) | shares   59,929,611 57,096,538      
Common stock, par value (in USD per share) | $ / shares   $ 0.0001 $ 0.0001      
Altus Midstream LP            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Common stock, shares issued (in shares) | shares           50,000,000
Cost of sales | Supplier Concentration Risk | Zero Producers            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Concentration risk, percentage   59.00%        
Cost of sales | Supplier Concentration Risk | Five Producers            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Concentration risk, percentage     60.00% 87.00%    
Customers 1-4 | Accounts Receivable | Customer Concentration Risk            
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]            
Concentration risk, percentage   48.00% 40.00%      
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Summary of Operating Revenue by Major Customers (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Concentration Risk [Line Items]      
Total revenues [1] $ 1,482,929 $ 1,256,412 $ 1,213,490 [2]
Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total revenues 1,482,929 1,256,412 1,213,490
Customer 1 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total revenues 372,949 205,079 71,055
Customer 2 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total revenues 335,107 278,408 211,093
Customer 3 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total revenues 190,318 223,714 326,899
Customer 4 | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total revenues 158,451 9,395 0
Others | Revenue | Customer Concentration Risk      
Concentration Risk [Line Items]      
Total revenues $ 426,104 $ 539,816 $ 604,443
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES - Property, Plant, and Equipment (Details)
Dec. 31, 2024
Buildings  
Property, Plant and Equipment [Line Items]  
Estimated useful life 30 years
Gathering and processing systems and facilities  
Property, Plant and Equipment [Line Items]  
Estimated useful life 20 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Vehicles  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Computers and equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful life 3 years
v3.25.0.1
BUSINESS COMBINATIONS - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands, shares in Millions
3 Months Ended 12 Months Ended
Jun. 24, 2024
Mar. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Mar. 13, 2023
Feb. 22, 2022
Business Acquisition [Line Items]              
Cash consideration paid     $ 357,967 $ 0 $ 0    
Other long term asset     200        
Valuation adjusments     24,000        
Valuation of deferred tax liabilities     (400)        
Acquisition transaction costs     $ 4,096 $ 648 $ 6,412    
Common Class C              
Business Acquisition [Line Items]              
Common stock, par value (in USD per share) $ 0.0001   $ 0.0001 $ 0.0001     $ 0.0001
Durango Permian LLC              
Business Acquisition [Line Items]              
Purchase price $ 785,700            
Cash consideration paid $ 358,000            
Contingent liabilities     $ 4,500        
Adjustment related to long-lived assets and intangible assets     (50,600)        
Working capital adjustment     26,100        
Decrease in goodwill     10,400        
Acquisition transaction costs       $ 3,500      
Revenues     75,900        
Net Income     4,100        
Acquisition related expense adjustment     (3,500)        
Interest expense removed     24,000 $ 16,100      
Assets acquired     875,244        
Durango Permian LLC | General and Administrative Expense              
Business Acquisition [Line Items]              
Acquisition transaction costs     3,200        
Durango Permian LLC | Minimum              
Business Acquisition [Line Items]              
Estimated useful life 1 year            
Intangible asset useful life 8 years            
Durango Permian LLC | Maximum              
Business Acquisition [Line Items]              
Estimated useful life 30 years            
Intangible asset useful life 9 years            
Durango Permian LLC | Kinetik LP              
Business Acquisition [Line Items]              
Contingent liabilities $ 75,000   $ 4,700        
Durango Permian LLC | Common Class C              
Business Acquisition [Line Items]              
Equity interest issuable (in shares) 3.8            
Equity interest issuable value $ 148,200            
Durango Permian LLC | Common Class C | To Be Issued On July 1, 2025              
Business Acquisition [Line Items]              
Equity interest issuable (in shares) 7.7   7.7        
Equity interest issuable value $ 275,000            
Midstream Infrastructure Assets and Incentive and Acceleration Agreement              
Business Acquisition [Line Items]              
Assets acquired   $ 65,000          
Agreement term   20 years          
Incentive and acceleration agreement           $ 60,000  
Midstream Infrastructure Assets and Incentive and Acceleration Agreement | Prepaid Expenses and Other Current Assets              
Business Acquisition [Line Items]              
Prepaid and other current assets           4,700  
Midstream Infrastructure Assets and Incentive and Acceleration Agreement | Deferred Charges and Other Assets              
Business Acquisition [Line Items]              
Other noncurrent assets           $ 55,300  
Kings Landing Earnout              
Business Acquisition [Line Items]              
Contingent liabilities     $ 59,500        
v3.25.0.1
BUSINESS COMBINATIONS - Allocation of Acquisition Costs to Assets Acquired and Liabilities Assumed (Details) - Durango Permian LLC
$ in Thousands
Dec. 31, 2024
USD ($)
Business Acquisition [Line Items]  
Cash and cash equivalents $ 16,785
Accounts receivable 29,386
Prepaid and other current assets 15,000
Property, plant, and equipment, net 627,452
Intangible assets, net 183,000
Operating lease ROU assets 3,617
Total assets acquired 875,244
Accounts payable 34,443
Accrued expenses 7,140
Environmental liabilities 24,000
Contract liabilities 642
Operating lease liabilities 3,617
Deferred tax liabilities 19,735
Total liabilities assumed 89,577
Contingent liabilities 4,500
Consideration transferred 781,167
Deferred Charges and Other Assets  
Business Acquisition [Line Items]  
Deferred charges and other assets $ 4
v3.25.0.1
BUSINESS COMBINATIONS -Schedule of Pro Forma Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]    
Revenues $ 1,595,973 $ 1,560,541
Net income including noncontrolling interest $ 246,022 $ 378,997
v3.25.0.1
REVENUE RECOGNITION - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Total revenues [1] $ 1,482,929 $ 1,256,412 $ 1,213,490 [2]
Gathering and processing services      
Disaggregation of Revenue [Line Items]      
Total revenues 408,000 417,751 393,954
Natural gas, NGLs and condensate sales      
Disaggregation of Revenue [Line Items]      
Total revenues 1,062,986 822,410 806,353
Other revenue      
Disaggregation of Revenue [Line Items]      
Total revenues $ 11,943 $ 16,251 $ 13,183 [2]
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
REVENUE RECOGNITION - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of Revenue [Line Items]      
Total revenues [1] $ 1,482,929,000 $ 1,256,412,000 $ 1,213,490,000 [2]
Contract with customer, liability, decrease (5,600,000)    
Capitalized contract cost 64,600,000 71,200,000  
Contract assets amortization 6,621,000 6,620,000 1,807,000
Contract with customer, asset, increase (6,600,000)    
Minimum Volume Commitments      
Disaggregation of Revenue [Line Items]      
Contract with customers changes 0 0 0
Total revenues $ 100,000 $ 1,600,000 $ 4,000,000
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
REVENUE RECOGNITION - Remaining Performance Obligations (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 509,579
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 $ 58,710
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 $ 73,265
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 $ 73,981
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 $ 72,873
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 70,674
Expected timing of satisfaction, period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2030-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligations $ 160,076
Expected timing of satisfaction, period
v3.25.0.1
REVENUE RECOGNITION - Contract Liabilities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Contract with Customer, Liability [Roll Forward]    
Beginning balance $ 32,238 $ 29,300
Reclassification of beginning contract liabilities to revenue as a result of performance obligations being satisfied (7,003) (9,292)
Cash received in advance and not recognized as revenue 1,430 12,230
Ending balance 26,665 32,238
Less: Current portion 5,680 6,477
Non-current portion $ 20,985 $ 25,761
v3.25.0.1
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Less: accumulated depreciation $ (813,371) $ (626,223)  
Total depreciable assets, net 3,187,985 2,645,005  
Total property, plant, and equipment, net 3,433,864 2,743,227  
Depreciation expense 184,100 158,600 $ 139,600
Capitalized interest 8,300 6,400 $ 1,400
Gathering, processing, and transmission systems and facilities      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 3,977,825 3,253,539  
Vehicles      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 15,659 11,447  
Computers and equipment      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 7,872 6,242  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross 215,168 74,369  
Land      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment, gross $ 30,711 $ 23,853  
v3.25.0.1
INTANGIBLE ASSETS, NET - Intangible Asset (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Less accumulated amortization $ (814,595) $ (689,706)
Total amortizable intangible assets, net 652,490 591,670
Customer contracts    
Finite-Lived Intangible Assets [Line Items]    
Total amortizable intangible assets, gross 1,270,106 1,139,665
Right of way assets    
Finite-Lived Intangible Assets [Line Items]    
Total amortizable intangible assets, gross $ 196,979 $ 141,711
v3.25.0.1
INTANGIBLE ASSETS, NET - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 7 years 7 months 17 days    
Amortization of intangible assets $ 140,100,000 $ 122,300,000 $ 120,700,000
Impairment of intangible assets $ 0 $ 0 $ 0
Customer contracts      
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 7 years 10 months 13 days    
Customer contracts | Minimum      
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 1 year    
Customer contracts | Maximum      
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 17 years    
Right of way assets      
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 6 years 6 months 10 days    
Right of way assets | Minimum      
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 1 year    
Right of way assets | Maximum      
Finite-Lived Intangible Assets [Line Items]      
Remaining weighted average amortization period 15 years    
v3.25.0.1
INTANGIBLE ASSETS, NET - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Estimated future amortization expense of intangible assets    
2025 $ 138,419  
2026 131,482  
2027 96,706  
2028 50,752  
2029 46,215  
Thereafter 188,916  
Total amortizable intangible assets, net $ 652,490 $ 591,670
v3.25.0.1
EQUITY METHOD INVESTMENTS - Information of Equity Method Investments (Details) - USD ($)
$ in Thousands
12 Months Ended
Jun. 04, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Jul. 26, 2024
Schedule of Equity Method Investments [Line Items]          
Equity method interests   $ 2,117,878 $ 2,540,989 $ 2,381,340  
Difference between carrying amount and underlying equity   40,300 349,300    
Capitalized interest   23,900 24,700    
Movement In Equity Method Interests [Roll Forward]          
Beginning balance   2,540,989 2,381,340    
Acquisitions   85,417      
Contributions   3,273 226,948    
Distributions   (294,051) (279,169)    
Capitalized interest     11,855    
Disposition   (430,941)      
Equity income, net   213,191 200,015 180,956 [1]  
Ending balance   2,117,878 $ 2,540,989 2,381,340  
Disposed of by Sale | GCX          
Schedule of Equity Method Investments [Line Items]          
Percentage of equity interest sold 16.00%        
Consideration $ 524,400        
Recognized gain   $ 89,800      
Disposed of by Sale | GCX | Earn Out On Cash Upon Certain Criteria          
Schedule of Equity Method Investments [Line Items]          
Consideration $ 30,000        
PHP          
Schedule of Equity Method Investments [Line Items]          
Ownership percentage   55.50% 55.50%    
Equity method interests   $ 1,607,323 $ 1,666,254 1,474,800  
Movement In Equity Method Interests [Roll Forward]          
Beginning balance   1,666,254 1,474,800    
Acquisitions   0      
Contributions   3,273 226,948    
Distributions   (236,285) (178,542)    
Capitalized interest     11,855    
Disposition   0      
Equity income, net   174,081 131,193    
Ending balance   1,607,323 1,666,254 1,474,800  
Amortization   $ (7,900) $ 7,500    
Breviloba LLC (“Breviloba”)          
Schedule of Equity Method Investments [Line Items]          
Ownership percentage   33.00% 33.00%    
Equity method interests   $ 428,383 $ 443,684 455,057  
Movement In Equity Method Interests [Roll Forward]          
Beginning balance   443,684 455,057    
Acquisitions   0      
Contributions   0 0    
Distributions   (42,156) (42,711)    
Capitalized interest     0    
Disposition   0      
Equity income, net   26,855 31,338    
Ending balance   428,383 443,684 455,057  
Amortization   $ (700) $ 700    
GCX          
Schedule of Equity Method Investments [Line Items]          
Ownership percentage   0.00% 16.00%    
Equity method interests   $ 0 $ 431,051 451,483  
Movement In Equity Method Interests [Roll Forward]          
Beginning balance   431,051 451,483    
Acquisitions   0      
Contributions   0 0    
Distributions   (15,610) (57,916)    
Capitalized interest     0    
Disposition   (430,941)      
Equity income, net   15,500 37,484    
Ending balance   0 431,051 451,483  
Amortization   $ (2,700) $ 6,200    
EPIC          
Schedule of Equity Method Investments [Line Items]          
Ownership percentage   27.50% 15.00%    
Equity method interests   $ 82,172 $ 0 0  
Equity interest acquired percentage         12.50%
Movement In Equity Method Interests [Roll Forward]          
Beginning balance   0 0    
Acquisitions   85,417      
Contributions   0 0    
Distributions   0 0    
Capitalized interest     0    
Disposition   0      
Equity income, net   (3,245) 0    
Ending balance   82,172 $ 0 $ 0  
Amortization   $ 3,200      
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
EQUITY METHOD INVESTMENTS - Summarized Financial Information of Equity Method Investments (Details) - USD ($)
$ in Thousands
5 Months Ended 12 Months Ended
May 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]        
Operating income   $ 179,233 $ 159,255 $ 150,489 [1]
Net income (loss)   244,233 386,452 250,721 [1]
Balance Sheets        
Current assets   294,759 257,299  
Noncurrent assets   6,520,178 6,239,574  
Total assets   6,814,937 6,496,873 5,919,711
Current liabilities   418,554 250,144  
Noncurrent liabilities   3,417,317 3,619,745  
Total liabilities, noncontrolling interest, and equity   6,814,937 6,496,873  
PHP        
Income Statement [Abstract]        
Revenues   508,137 401,668 396,846
Operating income   326,338 259,872 261,040
Net income (loss)   327,335 261,332 261,028
Balance Sheets        
Current assets   84,566 101,900  
Noncurrent assets   2,474,121 2,575,843  
Total assets   2,558,687 2,677,743  
Current liabilities   42,636 67,597  
Noncurrent liabilities   0 0  
Equity   2,516,051 2,610,146  
Total liabilities, noncontrolling interest, and equity   2,558,687 2,677,743  
Breviloba        
Income Statement [Abstract]        
Revenues   193,118 188,921 183,328
Operating income   87,301 93,763 98,119
Net income (loss)   87,886 94,378 97,834
Balance Sheets        
Current assets   28,302 30,108  
Noncurrent assets   1,237,862 1,277,648  
Total assets   1,266,164 1,307,756  
Current liabilities   14,639 17,131  
Noncurrent liabilities   9,187 8,427  
Equity   1,242,338 1,282,198  
Total liabilities, noncontrolling interest, and equity   1,266,164 1,307,756  
GCX        
Income Statement [Abstract]        
Revenues $ 151,486   364,223 364,223
Operating income 110,679   267,019 269,150
Net income (loss) 110,458   273,194 268,493
Balance Sheets        
Current assets 47,649   49,884  
Noncurrent assets 1,524,798   1,509,632  
Total assets 1,572,447   1,559,516  
Current liabilities 21,973   21,908  
Noncurrent liabilities 302   329  
Equity 1,550,172   1,537,279  
Total liabilities, noncontrolling interest, and equity $ 1,572,447   1,559,516  
Equity securities 5 months      
EPIC        
Income Statement [Abstract]        
Revenues   382,958 347,436 244,250
Operating income   92,566 55,830 12,174
Net income (loss)   (46,986) (77,825) $ (71,821)
Balance Sheets        
Current assets   181,867 111,799  
Noncurrent assets   1,937,058 2,041,496  
Total assets   2,118,925 2,153,295  
Current liabilities   80,994 80,353  
Noncurrent liabilities   1,197,849 1,185,874  
Equity   840,082 887,068  
Total liabilities, noncontrolling interest, and equity   $ 2,118,925 $ 2,153,295  
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
DEBT AND FINANCING COSTS - Additional Information (Details) - USD ($)
6 Months Ended 12 Months Ended
Dec. 19, 2023
Dec. 06, 2023
Jun. 08, 2022
Sep. 30, 2024
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
[1]
Apr. 02, 2024
Debt Instrument [Line Items]                
Loss on debt extinguishment         $ 525,000 $ 1,876,000 $ 27,975,000  
Fee, expense, and original issue discounts         $ (26,000,000)      
Debt instrument, redemption price, percentage of principal amount redeemed         100.00%      
Total Long-term debt         $ 3,530,200,000      
Unamortized debt issuance cost         $ 26,200,000 31,500,000    
weighted average interest rate         5.55%      
Debt, fair value         $ 3,520,000,000 3,570,000,000    
Unamortized debt premium and discount, net         $ (170,000) $ (319,000)    
Term Loan Credit Facility                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     0.50%          
Revolving Credit Facility                
Debt Instrument [Line Items]                
Debt instrument, basis spread on variable rate     0.50%          
Sustainability Performance Targets | The Partnership                
Debt Instrument [Line Items]                
Percent of outstanding debts linked to sustainability performance targets         100.00% 100.00%    
Term Loan                
Debt Instrument [Line Items]                
Automatic renewal period         6 months      
Loss on debt extinguishment   $ (500,000)     $ 1,900,000      
Prepayment of a principal amount of loans         500,000,000      
Aggregate principal amount of loans         1,000,000,000      
Payments for debt modification         1,500,000      
Term Loan | Third Party                
Debt Instrument [Line Items]                
Debt modification, transaction fees         600,000      
$1.00 billion 2030 senior unsecured notes | Unsecured Debt                
Debt Instrument [Line Items]                
Face amount     $ 1,000,000,000.00   1,000,000,000.00      
$1.00 billion 2030 senior unsecured notes | Term Loan                
Debt Instrument [Line Items]                
Face amount   $ 1,000,000,000            
Automatic renewal period   6 months            
5.875% Senior Notes Due 2030 | Senior Notes                
Debt Instrument [Line Items]                
Stated percentage     5.875%          
$1.25 billion revolving line of credit | Revolving Credit Facility                
Debt Instrument [Line Items]                
Unamortized debt issuance cost         3,800,000 $ 5,400,000    
$1.25 billion revolving line of credit | Term Loan                
Debt Instrument [Line Items]                
Face amount     $ 1,250,000,000   1,250,000,000      
Unsecured term loan | Term Loan                
Debt Instrument [Line Items]                
Face amount     $ 2,000,000,000.00          
Original 2028 Notes | Senior Notes                
Debt Instrument [Line Items]                
Face amount   $ 500,000,000            
Stated percentage   6.625%            
Fee, expense, and original issue discounts   $ 11,200,000            
Debt instrument, unamortized premium   $ 1,500,000            
Additional 2028 Notes | Senior Notes                
Debt Instrument [Line Items]                
Face amount $ 300,000,000              
Stated percentage   6.625%            
Debt instrument, redemption price, percentage 100.50%              
$0.80 billion 2028 senior unsecured notes | Term Loan                
Debt Instrument [Line Items]                
Face amount         800,000,000      
A/R Facility                
Debt Instrument [Line Items]                
Fee, expense, and original issue discounts               $ 1,100,000
Accounts Receivable from Securitization         140,200,000     $ 150,000,000.0
Unamortized debt issuance cost         $ 300,000      
Debt instrument, basis spread on variable rate       0.10%        
Debt facility fee percentage         0.90%      
Line of credit facility, unused capacity, commitment fee percentage         0.40%      
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
DEBT AND FINANCING COSTS - Schedule of Long-Term Debt (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 06, 2023
Jun. 08, 2022
Debt Instrument [Line Items]        
Total current debt obligations $ 140,200,000 $ 0    
Debt outstanding 3,390,000,000 3,594,000,000    
Deferred debt issuance costs, net (26,174,000) (31,510,000)    
Unamortized debt premium and discount, net 170,000 319,000    
Long-term portion of debt, net $ 3,363,996,000 $ 3,562,809,000    
Effective interest rate 6.25% 7.06%    
Weighted average effective interest rate 6.43% 7.06%    
Unamortized debt issuance cost $ 26,200,000 $ 31,500,000    
Unsecured term loan | Term Loan        
Debt Instrument [Line Items]        
Face amount       $ 2,000,000,000.00
Debt outstanding 1,000,000,000 1,200,000,000    
$1.00 billion 2030 senior unsecured notes | Term Loan        
Debt Instrument [Line Items]        
Face amount     $ 1,000,000,000  
$1.00 billion 2030 senior unsecured notes | Unsecured Debt        
Debt Instrument [Line Items]        
Face amount 1,000,000,000.00     1,000,000,000.00
Debt outstanding 1,000,000,000 1,000,000,000    
$0.80 billion 2028 senior unsecured notes | Term Loan        
Debt Instrument [Line Items]        
Face amount 800,000,000      
$0.80 billion 2028 senior unsecured notes | Unsecured Debt        
Debt Instrument [Line Items]        
Debt outstanding 800,000,000 800,000,000.0    
$1.25 billion revolving line of credit | Revolving Credit Facility        
Debt Instrument [Line Items]        
Unamortized debt issuance cost 3,800,000 5,400,000    
$1.25 billion revolving line of credit | Term Loan        
Debt Instrument [Line Items]        
Face amount 1,250,000,000     $ 1,250,000,000
Debt outstanding 590,000,000 594,000,000    
A/R Facility        
Debt Instrument [Line Items]        
Short-Term Debt 140,200,000 $ 0    
Unamortized debt issuance cost $ 300,000      
v3.25.0.1
DEBT AND FINANCING COSTS - Schedule of Financing Costs, Net of Capitalized Interest (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Disclosure [Abstract]      
Capitalized interest $ (8,321) $ (18,270) $ (2,747)
Debt issuance costs 7,438 6,194 9,569
Interest expense 218,118 217,930 142,430
Total financing costs, net of capitalized interest $ 217,235 $ 205,854 $ 149,252
v3.25.0.1
DEBT AND FINANCING COSTS - Schedule of Future Maturities of Long Term Debt (Details)
$ in Millions
Dec. 31, 2024
USD ($)
Debt Disclosure [Abstract]  
2025 $ 140.2
2026 1,000.0
2027 590.0
2028 800.0
2029 0.0
Thereafter 1,000.0
Total $ 3,530.2
v3.25.0.1
ACCRUED EXPENSES (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Accrued product purchases $ 132,439 $ 109,172
Accrued taxes 15,538 632
Accrued salaries, vacation, and related benefits 3,111 1,872
Accrued capital expenditures 13,484 18,534
Accrued interest 6,127 33,760
Accrued other expenses 16,015 13,451
Total accrued expenses $ 186,714 $ 177,421
v3.25.0.1
LEASES - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease cost $ 38.7 $ 45.6 $ 37.7
Short-term lease cost $ 7.7 $ 3.4 $ 6.2
v3.25.0.1
LEASES - Schedule of Other Supplemental Lease Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating cash flows from operating leases $ 39,247 $ 45,366  
Right-of-use assets obtained in exchange for new operating lease liabilities $ 43,682 $ 5,189 $ 7,059
Weighted-average remaining lease term — operating leases (in years) 1 year 10 months 6 days 1 year 6 months 3 days  
Weighted-average discount rate — operating leases 6.82% 8.76%  
v3.25.0.1
LEASES - Schedule of Future Minimum Lease Payments Under Operating Leases (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
2025 $ 19,702
2026 7,978
2027 2,691
2028 812
2029 695
Thereafter 48
Total lease payments 31,926
Less: interest (1,735)
Present value of lease liabilities $ 30,191
v3.25.0.1
EQUITY AND WARRANTS (Details)
12 Months Ended
Jun. 08, 2022
May 19, 2022
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
shares
Jun. 24, 2024
$ / shares
Feb. 28, 2023
USD ($)
Feb. 22, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
shares
Class of Stock [Line Items]                  
Redeemable noncontrolling interest — Common Unit limited partners | $     $ 5,955,662,000 $ 3,157,807,000          
Gain on redemption of mandatorily redeemable Preferred Units | $     0 0 $ 9,580,000 [1]        
Gain on embedded derivative | $     0 0 89,050,000 [1]        
Closing the company recorded liabilities related to the warrant | $     200,000            
Warrants fair value adjustment | $     0 88,000 133,000        
Repurchase of Class A Common Stock | $       5,757,000          
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 | $     $ 75,633,000 $ 352,060,000 $ 263,285,000        
Stock split, conversion ratio 0.5                
Public Warrants                  
Class of Stock [Line Items]                  
Number of warrant outstanding (in shares) | shares     12,577,350            
Private Placement Warrants                  
Class of Stock [Line Items]                  
Number of warrant outstanding (in shares) | shares     6,364,281            
BCP and BCP GP                  
Class of Stock [Line Items]                  
Company assumed liabilities | $               $ 200,700,000  
Altus Midstream Company                  
Class of Stock [Line Items]                  
Redeemable noncontrolling interest | $               $ 462,700,000  
Common Class A                  
Class of Stock [Line Items]                  
Common stock, shares issued (in shares) | shares     59,929,611 57,096,538          
Common stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001          
Common stock, redemption ratio     1            
Common stock, shares outstanding (in shares) | shares     59,929,611 57,096,538          
Stock repurchased during period (in shares) | shares     0 194,174          
Repurchase of Class A Common Stock | $       $ 5,800,000          
Percent of required investment               20.00%  
Dividends, cash | $     $ 396,000,000.0 82,000,000.0          
Class A Common Stock issued through dividend and distribution reinvestment plan | $     $ 75,600,000 $ 352,100,000          
Stock split, additional share issued for each share outstanding (in shares)   1              
Common Class A | Maximum                  
Class of Stock [Line Items]                  
Authorized amount | $             $ 100,000,000.0    
Common Class A | Common Stock                  
Class of Stock [Line Items]                  
Stock redeemed (in shares) | shares     (146,000) (181,000) 5,730,000        
Common stock, shares outstanding (in shares) | shares     59,930,000 57,097,000 45,679,000       0
Stock repurchased during period (in shares) | shares       194,000          
Stock split, conversion ratio 2                
Common Class C                  
Class of Stock [Line Items]                  
Common stock, shares issued (in shares) | shares     97,783,034 94,089,038       50,000,000  
Common stock, par value (in USD per share) | $ / shares     $ 0.0001 $ 0.0001   $ 0.0001   $ 0.0001  
Common stock, shares outstanding (in shares) | shares     97,783,034 94,089,038          
Stock split, additional share issued for each share outstanding (in shares)   1              
Common Class C | Common Stock                  
Class of Stock [Line Items]                  
Stock redeemed (in shares) | shares [2]     146,250 181,000 5,730,000        
Common stock, shares outstanding (in shares) | shares [2]     97,783,000 94,089,000 94,270,000       100,000,000
Stock split, conversion ratio   2              
Altus Midstream LP                  
Class of Stock [Line Items]                  
Common stock, shares issued (in shares) | shares               50,000,000  
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report 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 Annual Report for further information.
v3.25.0.1
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Liabilities    
Total liabilities $ 3,835,871 $ 3,869,889
Fair Value, Recurring    
Assets    
Derivative asset 2,373 7,977
Liabilities    
Contingent liabilities 4,700  
Total liabilities 16,648 7,097
Fair Value, Recurring | Level 1    
Assets    
Derivative asset 0 0
Liabilities    
Contingent liabilities 0  
Total liabilities 0 0
Fair Value, Recurring | Level 2    
Assets    
Derivative asset 2,373 7,977
Liabilities    
Contingent liabilities 0  
Total liabilities 11,948 7,097
Fair Value, Recurring | Level 3    
Assets    
Derivative asset 0 0
Liabilities    
Contingent liabilities 4,700  
Total liabilities 4,700 0
Fair Value, Recurring | Commodity swaps    
Assets    
Derivative asset 1,869 3,663
Liabilities    
Derivative liability 10,742 1,749
Fair Value, Recurring | Commodity swaps | Level 1    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Commodity swaps | Level 2    
Assets    
Derivative asset 1,869 3,663
Liabilities    
Derivative liability 10,742 1,749
Fair Value, Recurring | Commodity swaps | Level 3    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Interest rate derivatives    
Assets    
Derivative asset 504 4,314
Liabilities    
Derivative liability 1,206 5,348
Fair Value, Recurring | Interest rate derivatives | Level 1    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Interest rate derivatives | Level 2    
Assets    
Derivative asset 504 4,314
Liabilities    
Derivative liability 1,206 5,348
Fair Value, Recurring | Interest rate derivatives | Level 3    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability $ 0 $ 0
v3.25.0.1
FAIR VALUE MEASUREMENTS (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Liabilities    
Total liabilities $ 3,835,871 $ 3,869,889
Fair Value, Recurring    
Assets    
Derivative asset 2,373 7,977
Liabilities    
Total liabilities 16,648 7,097
Fair Value, Recurring | Commodity swaps    
Assets    
Derivative asset 1,869 3,663
Liabilities    
Derivative liability 10,742 1,749
Fair Value, Recurring | Interest rate derivatives    
Assets    
Derivative asset 504 4,314
Liabilities    
Derivative liability 1,206 5,348
Fair Value, Recurring | Level 1    
Assets    
Derivative asset 0 0
Liabilities    
Total liabilities 0 0
Fair Value, Recurring | Level 1 | Commodity swaps    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Level 1 | Interest rate derivatives    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Level 2    
Assets    
Derivative asset 2,373 7,977
Liabilities    
Total liabilities 11,948 7,097
Fair Value, Recurring | Level 2 | Commodity swaps    
Assets    
Derivative asset 1,869 3,663
Liabilities    
Derivative liability 10,742 1,749
Fair Value, Recurring | Level 2 | Interest rate derivatives    
Assets    
Derivative asset 504 4,314
Liabilities    
Derivative liability 1,206 5,348
Fair Value, Recurring | Level 3    
Assets    
Derivative asset 0 0
Liabilities    
Total liabilities 4,700 0
Fair Value, Recurring | Level 3 | Commodity swaps    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability 0 0
Fair Value, Recurring | Level 3 | Interest rate derivatives    
Assets    
Derivative asset 0 0
Liabilities    
Derivative liability $ 0 $ 0
v3.25.0.1
DERIVATIVES AND HEDGING ACTIVITIES - Narrative (Details)
$ in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
power_generator
agreement
May 01, 2023
Interest Rate Swap | Maturing May 31, 2025    
Derivative Instruments, Gain (Loss) [Line Items]    
Number of instruments held | power_generator 2  
Derivative notional amount $ 1,700.0  
Interest Rate Swap | Maturing December 31, 2025    
Derivative Instruments, Gain (Loss) [Line Items]    
Number of instruments held | agreement 4  
Derivative notional amount $ 300.0  
Interest Rate Swap | Minimum | Maturing May 31, 2025    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivative, fixed interest rate   4.38%
Interest Rate Swap | Minimum | Maturing December 31, 2025    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivative, fixed interest rate   3.02%
Interest Rate Swap | Maximum | Maturing May 31, 2025    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivative, fixed interest rate   4.48%
Interest Rate Swap | Maximum | Maturing December 31, 2025    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivative, fixed interest rate   4.06%
Commodity Swap | Minimum    
Derivative Instruments, Gain (Loss) [Line Items]    
Term of contract 1 year  
Commodity Swap | Maximum    
Derivative Instruments, Gain (Loss) [Line Items]    
Term of contract 17 months  
v3.25.0.1
DERIVATIVES AND HEDGING ACTIVITIES - Fair Value of Derivative Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative assets $ 2,308 $ 7,812
Derivative asset, non-current 65 165
Derivative liabilities - current 10,011 1,734
Derivative liabilities 1,937 5,363
Interest Rate Swap    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative assets 504 4,314
Total derivative assets 504 4,314
Derivative liabilities - current 1,206 0
Derivative liabilities 0 5,348
Total derivative liabilities 1,206 5,348
Commodity Swap    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative assets 1,804 3,498
Derivative asset, non-current 65 165
Total derivative assets 1,869 3,663
Derivative liabilities - current 8,805 1,734
Derivative liabilities 1,937 15
Total derivative liabilities $ 10,742 $ 1,749
v3.25.0.1
DERIVATIVES AND HEDGING ACTIVITIES - Derivatives activities (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Realized (loss) gain on commodity swaps $ (17,713) $ 33,671 $ 95,501
Interest Rate Swap      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Realized (loss) gain on commodity swaps 13,149 12,651 10,872
Favorable (unfavorable) fair value adjustment 13,482 17,270 7,880
Commodity Swap      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Realized (loss) gain on commodity swaps (20,407) 13,056 (205)
Favorable (unfavorable) fair value adjustment $ (31,195) $ 16,400 $ (1,429)
v3.25.0.1
DERIVATIVES AND HEDGING ACTIVITIES - Schedule of Detail Information of Commodity Swaps Outstanding (Details) - Commodity Swap
$ in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
MMBTU
gal
bbl
Derivative [Line Items]  
Net Fair Value $ (8,873)
Natural Gas  
Derivative [Line Items]  
Notional Quantity (Energy) | MMBTU 900,000
Net Fair Value $ (79)
NGL  
Derivative [Line Items]  
Notional Quantity (Volume) | gal 350,834,400
Net Fair Value $ (8,523)
Crude  
Derivative [Line Items]  
Notional Quantity (Volume) | bbl 622,000
Net Fair Value $ 908
Crude Collars  
Derivative [Line Items]  
Notional Quantity (Volume) | bbl 145,400
Net Fair Value $ 468
Natural Gas Basis Spread Swaps  
Derivative [Line Items]  
Notional Quantity (Volume) | bbl 5,440,000
Net Fair Value $ (1,647)
v3.25.0.1
SHARE-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation $ 76,536 $ 55,983 $ 42,780
Restricted stock units awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Cost not yet recognized $ 10,400    
Period for recognition for remaining compensation cost 1 year 5 months 26 days    
Vested (in shares) 493,402    
Forfeited (in shares) 13,450    
Performance shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Cost not yet recognized $ 5,200    
Period for recognition for remaining compensation cost 2 years    
Period for recognition for remaining compensation cost 3 years    
Vested (in shares) 0    
Forfeited (in shares) 0    
Minimum | Performance shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Percentage Of Potential Target Shares 0.00%    
Maximum | Performance shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Percentage Of Potential Target Shares 200.00%    
Common Class A      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Cost not yet recognized $ 27,500    
Period for recognition for remaining compensation cost 1 year 10 days    
v3.25.0.1
SHARE-BASED COMPENSATION - Schedule of Class A and Class C Shares Activities (Details) - Common Stock
12 Months Ended
Dec. 31, 2024
$ / shares
shares
Number of Shares  
Outstanding at the beginning of period (in shares) | shares 5,444,488
Vested (in shares) | shares 43,166
Forfeited (in shares) | shares 1,592
Outstanding at the end of period (in shares) | shares 5,399,730
Weighted Avg Grant-Date Fair Market Value Per Unit  
Outstanding at the beginning of period (in usd per share) | $ / shares $ 28.91
Vested (in dollars per share) | $ / shares 31.18
Forfeited (in dollars per share) | $ / shares 31.18
Outstanding at the end of period (in usd per share) | $ / shares $ 28.89
v3.25.0.1
SHARE-BASED COMPENSATION - Schedule of Aggregate Intrinsic Value (Market Value At Vesting Date) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Common Class C    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Aggregate intrinsic value of vested Class A Shares $ 0 $ 0
Grant-date fair value of vested Class A Shares 0 0
Common Class A    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Aggregate intrinsic value of vested Class A Shares 1,756 28
Grant-date fair value of vested Class A Shares $ 1,346 $ 25
v3.25.0.1
SHARE-BASED COMPENSATION - Schedule of RSUs Activities (Details) - Restricted stock units awards
12 Months Ended
Dec. 31, 2024
$ / shares
shares
Number of Shares  
Outstanding at the beginning of period (in shares) | shares 435,220
Granted (in shares) | shares 770,227
Vested (in shares) | shares 493,402
Forfeited (in shares) | shares 13,450
Outstanding at the end of period (in shares) | shares 698,595
Weighted Avg Grant-Date Fair Market Value Per Unit  
Outstanding at the beginning of period (in usd per share) | $ / shares $ 31.15
Granted (in usd per share) | $ / shares 39.83
Vested (in dollars per share) | $ / shares 41.89
Forfeited (in dollars per share) | $ / shares 32.40
Outstanding at the end of period (in usd per share) | $ / shares $ 33.11
v3.25.0.1
SHARE-BASED COMPENSATION - Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - Restricted stock units awards - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Aggregate intrinsic value of vested RSUs $ 21,104 $ 7,446
Grant-date fair value of vested RSUs $ 20,667 $ 6,931
v3.25.0.1
SHARE-BASED COMPENSATION - Schedule of PSUs Activities (Details) - Performance shares
12 Months Ended
Dec. 31, 2024
$ / shares
shares
Number of Shares  
Granted (in shares) | shares 198,703
Outstanding and unvested (in shares) | shares 198,703
Weighted Avg Grant-Date Fair Market Value Per Unit  
Granted (in usd per share) | $ / shares $ 36.76
Outstanding and unvested (in usd per share) | $ / shares $ 36.76
v3.25.0.1
SHARE-BASED COMPENSATION - Grant Fair Value Assumptions (Details) - Performance shares
1 Months Ended
Mar. 31, 2024
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Grant-date fair value per unit $ 36.76
Beginning average price $ 32.84
Risk-free interest rate 4.21%
Volatility factor 37.00%
Expected term 2 years 9 months 25 days
v3.25.0.1
INCOME TAXES - Total Provision (Benefit) for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current income tax expense:      
Federal $ 1,329 $ 0 $ 0
State 2,203 492 522
Total current income taxes 3,532 492 522
Deferred tax (benefit) expense:      
Federal 19,535 (235,627) 0
State (32) 2,227 2,094
Total deferred income taxes 19,503 (233,400) 2,094
Total $ 23,035 $ (232,908) $ 2,616 [1]
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
INCOME TAXES - Reconciliation of Tax of Income Before Income Taxes and Total Tax Expense (Details)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
U.S. statutory rate 21.00% 21.00%
Tax attributable to noncontrolling interest (13.11%) (13.51%)
State tax rate 2.03% 1.64%
Other (1.30%) 0.02%
Valuation allowance 0.00% (160.84%)
Effective rate 8.62% (151.69%)
v3.25.0.1
INCOME TAXES - Net Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets:    
Investment in partnership $ 110,856 $ 145,990
Net operating losses 90,435 88,788
Other 2,705 849
Total deferred tax assets 203,996 235,627
Deferred tax liabilities:    
Property, plant, and equipment 16,761 13,244
Net deferred tax assets $ 187,235 $ 222,383
v3.25.0.1
INCOME TAXES - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Valuation allowance $ 0  
Unrecognized tax position 0 $ 0
Interest or penalties associated with unrecognized tax benefits 0  
Deferred tax assets, investment in partnership $ 21,300,000  
v3.25.0.1
NET INCOME PER SHARE (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Jun. 08, 2022
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Earnings Per Share [Abstract]        
Net income attributable to Class A common shareholders   $ 80,014 $ 289,442 $ 40,735 [1]
Less: Net income available to participating unvested restricted Class A common shareholders   (18,829) (17,406) (12,530)
Excess of carrying amount over Preferred Units redemption price   0 0 32,900
Total net income attributable to Class A common shareholders - basic   61,185 272,036 61,105
Net income attributable to Common Units limited partners   0 97,010 0
Total net income attributable to Class A common shareholders - diluted   $ 61,185 $ 369,046 $ 61,105
Weighted average shares outstanding - basic (in shares) | shares [2]   59,284 51,823 41,630 [1]
Dilutive effect of unvested Class A common shares (in shares) | shares   831 269 35
Dilutive effect of exchange of outstanding Common Units (in shares) | shares   0 94,105 0
Weighted average shares outstanding - diluted (in shares) | shares [2]   60,115 146,197 41,665 [1]
Net income available per common share - basic (in USD per share) | $ / shares   $ 1.03 $ 5.25 $ 1.47 [1]
Net income available per common share - diluted (in USD per share) | $ / shares   $ 1.02 $ 2.52 $ 1.47 [1]
Equity, Class of Treasury Stock [Line Items]        
Stock split, conversion ratio 0.5      
Common Class A | Common Stock        
Equity, Class of Treasury Stock [Line Items]        
Stock split, conversion ratio 2      
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[2] 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 Annual Report for further information
v3.25.0.1
COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
12 Months Ended
Jun. 11, 2019
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Jun. 24, 2024
Feb. 28, 2021
Loss Contingencies [Line Items]            
Loss contingency accrual   $ 0 $ 0      
Contingent liabilities fair value adjustment   200,000 0 $ (839,000)    
Revolving Credit Facility | Unsecured Debt            
Loss Contingencies [Line Items]            
Letters of credit outstanding   12,600,000 $ 12,600,000      
Durango Permian LLC            
Loss Contingencies [Line Items]            
Environmental liabilities   24,000,000        
Contingent liabilities   4,500,000        
Durango Permian LLC | Kinetik LP            
Loss Contingencies [Line Items]            
Contingent liabilities   4,700,000     $ 75,000,000.0  
Contingent liabilities fair value adjustment   200,000        
Durango Permian LLC | Kinetik LP | Initial Contingent Liabilities            
Loss Contingencies [Line Items]            
Contingent liabilities         $ 64,000,000  
Contingent liabilities fair value adjustment   $ (59,500,000)        
Permian Gas            
Loss Contingencies [Line Items]            
Maximum annual amount to be paid $ 60,500,000          
Period of annual volume without exceeding incentive forecast volume 5 years          
Expected period of annual volume without exceeding incentive forecast volume 5 years          
Winter Storm Uri            
Loss Contingencies [Line Items]            
Receivable           $ 11,600,000
Receivable, noncurrent           8,000,000
Receivable allowance           $ 0
v3.25.0.1
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)
Dec. 31, 2024
Dec. 31, 2023
Related Party    
Related Party Transaction [Line Items]    
Accounts payable $ 0  
Outstanding receivable 0  
Apache Midstream and Titus | Related Party    
Related Party Transaction [Line Items]    
Outstanding receivable $ 0 $ 15,800,000
Maximum | Apache    
Related Party Transaction [Line Items]    
Ownership percentage 10.00%  
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%  
v3.25.0.1
RELATED PARTY TRANSACTIONS - Summary of Transactions with Unconsolidated Affiliates (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Related Party Transaction [Line Items]      
Operating revenue [1] $ 1,482,929 $ 1,256,412 $ 1,213,490 [2]
Operating expenses 220,684 183,142 154,259
Costs of sales (excluding depreciation and amortization expense) [3],[4] 620,618 515,721 541,518 [2]
Related Party      
Related Party Transaction [Line Items]      
Operating revenue 17,211 104,138 107,662
Operating expenses 179 759 632
Costs of sales (excluding depreciation and amortization expense) $ 58,496 $ 59,118 $ 39,304
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[3] Includes related party amounts of $58.5 million, $59.1 million, and $39.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[4] Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $219.7 million, $148.3 million and $70.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, for certain volumes where we act as principal.
v3.25.0.1
SEGMENTS - Additional Information (Details)
12 Months Ended
Dec. 31, 2024
Segment
power_generator
stream
Segment Reporting Information [Line Items]  
Number of operating segments 2
Number of reportable segments 2
Operating Segments | Midstream Logistics  
Segment Reporting Information [Line Items]  
Number of streams in which a segment operates | stream 3
Operating Segments | Pipeline Transportation  
Segment Reporting Information [Line Items]  
Number of pipelines with equity investment interest | power_generator 3
Operating Segments | Segment Concentration Risk | Revenue | Midstream Logistics  
Segment Reporting Information [Line Items]  
Concentration risk, percentage 98.00%
Operating Segments | Segment Concentration Risk | EBITDA | Pipeline Transportation  
Segment Reporting Information [Line Items]  
Concentration risk, percentage 91.00%
Corporate and Other | Segment Concentration Risk | General And Administrative Expenses And Debt Service Costs  
Segment Reporting Information [Line Items]  
Concentration risk, percentage 84.00%
v3.25.0.1
SEGMENTS - Schedule of Adjusted EBITDA (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Total segment operating revenue [1] $ 1,482,929 $ 1,256,412 $ 1,213,490 [2]
Costs of sales (excluding depreciation and amortization expense) [3],[4] (620,618) (515,721) (541,518) [2]
Operating expenses (220,684) (183,142) (154,259)
General and administrative expenses (134,157) (97,906) (94,268) [2]
Proportionate EMI EBITDA 346,666 306,072 268,826
Other segment items 116,982 73,115 79,918
Earnings Before Interest Tax Depreciation And Amortization 971,118 838,830 772,189
Other interest income 1,988 677  
Warrants fair value adjustment 0 88 133
Commodity hedging unrealized loss 10,788 4,291  
Gain on redemption of mandatorily redeemable Preferred Units 0 0 9,580 [2]
Gain on sale of equity method investment 89,802 0 0
Gain on embedded derivative 0 0 89,050 [2]
Equity in earnings of unconsolidated affiliates 213,191 200,015 180,956 [2]
Interest expense 217,235 205,854 149,252 [2]
Depreciation and amortization expenses 324,197 280,986 260,345 [2]
Contract assets amortization 6,621 6,620 1,807
Share-based compensation 76,536 55,983 42,780
Loss on disposal of assets, net 4,040 19,402 12,611 [2]
Loss on debt extinguishment 525 1,876 27,975 [2]
Contingent liabilities fair value adjustment 200 0 (839)
Integration costs 5,826 1,015 12,208
Acquisition transaction costs 4,096 648 6,412
Other one-time costs and amortization 12,101 11,901 16,355
Income (loss) before income taxes 267,268 153,544 253,337 [2]
Product and Service      
Segment Reporting Information [Line Items]      
Total segment operating revenue 1,470,986 1,240,161 1,200,307
Other revenue      
Segment Reporting Information [Line Items]      
Total segment operating revenue 11,943 16,251 13,183 [2]
Operating Segments | Midstream Logistics      
Segment Reporting Information [Line Items]      
Total segment operating revenue 1,473,550 1,249,647 1,211,649
Costs of sales (excluding depreciation and amortization expense) (620,617) (514,035) (541,518)
Operating expenses (217,780) (182,684) (153,456)
General and administrative expenses (19,623) (17,216) (18,155)
Proportionate EMI EBITDA 0 0 0
Other segment items 25,452 9,156 17,525
Earnings Before Interest Tax Depreciation And Amortization 614,883 543,190 516,045
Other interest income 0 0  
Warrants fair value adjustment   0 0
Commodity hedging unrealized loss 10,788 4,291  
Gain on redemption of mandatorily redeemable Preferred Units     0
Gain on sale of equity method investment 0    
Gain on embedded derivative     0
Equity in earnings of unconsolidated affiliates 0 0 0
Interest expense 81 47 47,419
Depreciation and amortization expenses 314,970 275,568 259,318
Contract assets amortization 6,621 6,620 1,807
Share-based compensation 0 0 0
Loss on disposal of assets, net 4,040 19,402 12,645
Loss on debt extinguishment 0 0 27,983
Contingent liabilities fair value adjustment 200    
Integration costs 2,110 59 1,314
Acquisition transaction costs 0 33 9
Other one-time costs and amortization 4,919 5,996 14,137
Income (loss) before income taxes 271,154 239,756 151,413
Operating Segments | Midstream Logistics | Product and Service      
Segment Reporting Information [Line Items]      
Total segment operating revenue 1,461,898 1,236,304 1,198,474
Operating Segments | Midstream Logistics | Other revenue      
Segment Reporting Information [Line Items]      
Total segment operating revenue 11,652 13,343 13,175
Operating Segments | Pipeline Transportation      
Segment Reporting Information [Line Items]      
Total segment operating revenue 35,478 8,443 1,841
Costs of sales (excluding depreciation and amortization expense) (1) (1,686) 0
Operating expenses (2,904) (458) (239)
General and administrative expenses (1,689) (1,265) (1,288)
Proportionate EMI EBITDA 346,666 306,072 268,826
Other segment items 0 0 97
Earnings Before Interest Tax Depreciation And Amortization 377,550 311,106 269,237
Other interest income 0 0  
Warrants fair value adjustment   0 0
Commodity hedging unrealized loss 0 0  
Gain on redemption of mandatorily redeemable Preferred Units     0
Gain on sale of equity method investment 89,802    
Gain on embedded derivative     0
Equity in earnings of unconsolidated affiliates 213,191 200,015 180,956
Interest expense 0 0 (664)
Depreciation and amortization expenses 9,204 5,395 1,016
Contract assets amortization 0 0 0
Share-based compensation 0 0 0
Loss on disposal of assets, net 0 0 0
Loss on debt extinguishment 0 0 (8)
Contingent liabilities fair value adjustment 0    
Integration costs 0 0 93
Acquisition transaction costs 0 0 0
Other one-time costs and amortization 0 0 4
Income (loss) before income taxes 324,673 199,654 180,926
Operating Segments | Pipeline Transportation | Product and Service      
Segment Reporting Information [Line Items]      
Total segment operating revenue 9,088 3,857 1,833
Operating Segments | Pipeline Transportation | Other revenue      
Segment Reporting Information [Line Items]      
Total segment operating revenue 291 2,908 8
Corporate and Eliminations      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0  
Costs of sales (excluding depreciation and amortization expense) 0 0  
Corporate and Other      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0 0
Costs of sales (excluding depreciation and amortization expense) 0 0 0
Operating expenses 0 0 (564)
General and administrative expenses (112,845) (79,425) (74,825)
Proportionate EMI EBITDA 0 0 0
Other segment items 91,530 63,959 62,296
Earnings Before Interest Tax Depreciation And Amortization (21,315) (15,466) (13,093)
Other interest income 1,988 677  
Warrants fair value adjustment   88 133
Commodity hedging unrealized loss 0 0  
Gain on redemption of mandatorily redeemable Preferred Units     9,580
Gain on sale of equity method investment 0    
Gain on embedded derivative     89,050
Equity in earnings of unconsolidated affiliates 0 0 0
Interest expense 217,154 205,807 102,497
Depreciation and amortization expenses 23 23 11
Contract assets amortization 0 0 0
Share-based compensation 76,536 55,983 42,780
Loss on disposal of assets, net 0 0 (34)
Loss on debt extinguishment 525 1,876 0
Contingent liabilities fair value adjustment 0    
Integration costs 3,716 956 10,801
Acquisition transaction costs 4,096 615 6,403
Other one-time costs and amortization 7,182 5,905 2,214
Income (loss) before income taxes (328,559) (285,866) (79,002)
Corporate and Other | Product and Service      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0 0
Corporate and Other | Other revenue      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0 0
Elimination      
Segment Reporting Information [Line Items]      
Total segment operating revenue (26,099) (1,678) $ 1,213,490
Costs of sales (excluding depreciation and amortization expense) 26,099 1,678  
Operating expenses 0 0  
General and administrative expenses 0 0  
Proportionate EMI EBITDA 0 0  
Other segment items 0  
Earnings Before Interest Tax Depreciation And Amortization 0 0  
Other interest income 0 0  
Warrants fair value adjustment   0  
Commodity hedging unrealized loss 0 0  
Gain on sale of equity method investment 0    
Equity in earnings of unconsolidated affiliates 0 0  
Interest expense 0 0  
Depreciation and amortization expenses 0 0  
Contract assets amortization 0 0  
Share-based compensation 0 0  
Loss on disposal of assets, net 0 0  
Loss on debt extinguishment 0 0  
Contingent liabilities fair value adjustment 0    
Integration costs 0 0  
Acquisition transaction costs 0 0  
Other one-time costs and amortization 0 0  
Income (loss) before income taxes 0 0  
Elimination | Product and Service      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0  
Elimination | Other revenue      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0  
Elimination | Midstream Logistics      
Segment Reporting Information [Line Items]      
Total segment operating revenue 0 0  
Costs of sales (excluding depreciation and amortization expense) (26,099) (1,678)  
Elimination | Pipeline Transportation      
Segment Reporting Information [Line Items]      
Total segment operating revenue (26,099) (1,678)  
Costs of sales (excluding depreciation and amortization expense) $ 0 $ 0  
[1] Includes amounts of $17.2 million, $104.1 million, and $107.7 million associated with related parties for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information
[2] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[3] Includes related party amounts of $58.5 million, $59.1 million, and $39.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. Refer to Note 18—Related Party Transactions in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
[4] Cost of sales (exclusive of depreciation and amortization) is net of gas service revenues totaling $219.7 million, $148.3 million and $70.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, for certain volumes where we act as principal.
v3.25.0.1
SEGMENTS - Schedule of Supplemental Segment Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Income tax expenses $ 23,035 $ (232,908) $ 2,616 [1]
Segment assets 6,814,937 6,496,873 5,919,711
Total capital expenditures 275,873 329,554 221,579
Investments in unconsolidated affiliates 2,117,878 2,540,989 2,381,340
Operating Segments | Midstream Logistics      
Segment Reporting Information [Line Items]      
Income tax expenses 0 0 0
Segment assets 4,326,954 3,772,764 3,486,948
Total capital expenditures 273,783 234,879 195,346
Operating Segments | Pipeline Transportation      
Segment Reporting Information [Line Items]      
Income tax expenses 0 0 0
Segment assets 2,270,403 2,703,588 2,414,829
Total capital expenditures 2,080 94,675 26,233
Corporate and Other      
Segment Reporting Information [Line Items]      
Income tax expenses 23,035 (232,908) 2,616
Segment assets 217,580 20,521 17,934
Total capital expenditures $ 10 $ 0 $ 0
[1] The results of the legacy ALTM business are not included in the Company’s consolidated financials prior to February 22, 2022. Refer to Note 1—Description of Business and Basis of Presentation in the Notes to our Consolidated Financial Statements in this Annual Report for further information.
v3.25.0.1
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($)
$ / shares in Units, $ in Millions
Feb. 12, 2025
Jan. 22, 2025
Jan. 14, 2025
Kinetik LP      
Subsequent Event [Line Items]      
Dividends declared (in USD per share) $ 0.78    
Common Class A      
Subsequent Event [Line Items]      
Dividends declared (in USD per share)   $ 0.78  
Permian Resources Midstream Acquisition      
Subsequent Event [Line Items]      
Consideration transferred     $ 178.4