Kinetik Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 5, 2024
KNTK$52.08+3.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Documents included in this Annual Report:
| 1. | Financial Statements |
| Report of Management on Internal Control Over Financial Reporting | F-1 |
|---|---|
| Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185) | F-2 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 | F-5 |
| Consolidated Balance Sheets at December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 | F-7 |
| Statements of Consolidated Changes in Equity and Noncontrolling Interests for the Years Ended December 31, 2023, 2022, and 2021 | F-9 |
| Notes to Consolidated Financial Statements | |
| 1. Description of Business and Basis of Presentation | F-11 |
| 2. Summary of Significant Accounting Policies | F-12 |
| 3. Business Combination | F-22 |
| 4. Revenue Recognition | F-23 |
| 5. Property, Plant, and Equipment | F-24 |
| 6. Intangible Assets, Net | F-24 |
| 7. Equity Method Investments | F-25 |
| 8. Debt and Financing Costs | F-27 |
| 9. Accrued Expenses | F-30 |
| 10. Leases | F-30 |
| 11. Equity and Warrants | F-31 |
| 12. Fair Value Measurements | F-32 |
| 13. Derivatives and Hedging Activities | F-33 |
| 14. Share-Based Compensation | F-34 |
| 15. Income Taxes | F-36 |
| 16. Net Income Per Share | F-37 |
| 17. Commitments and Contingencies | F-38 |
| 18. Related Party Transactions | F-39 |
| 19. Segments | F-40 |
| 20. Subsequent Events | F-43 |
| 2. | Financial Statement Schedules |
Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in the Company’s consolidated financial statements and related notes.
Pursuant to Rule 3-09 of Regulation S-X, the audited financial statements of Permian Highway Pipeline LLC, which is an equity method investment of the Company, is included in this Annual Report as Exhibit 99.1
| 3. | Exhibits |
| EXHIBIT NO. · DESCRIPTION | ||
|---|---|---|
| 2.1*** | – | Contribution Agreement, dated October 21, 2021, by and among Altus Midstream Company, Altus Midstream LP, New BCP Raptor Holdco, LLC, and BCP Raptor Holdco, LP (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on October 21, 2021). |
| 3.1 | – | Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). |
| 3.2 | Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2023). | |
| 3.3 | – | Amended and Restated Bylaws of Kinetik Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). |
| 4.1* | Description of Securities of the Registrant | |
| 4.2 | – | Amended and Restated Stockholders Agreement, dated October 21, 2021, by and among APA Corporation, Apache Midstream LLC, Altus Midstream Company, New BCP Raptor Holdco, LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC, and BCP Raptor Holdco, LP. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). |
| 4.3 | – | Second Amended and Restated Registration Rights Agreement, dated February 22, 2022, by and among Altus Midstream Company, Apache Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC and the other holders party thereto. (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). |
| 4.4 | – | Indenture, dated June 8, 2022, by and among Kinetik Holdings Inc., Kinetik Holdings LP, as issuer. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022). |
| 4.5 | – | Form of 5.875% Sustainability-Linked Senior Notes (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 14, 2022). |
| 4.6 | – | Indenture, dated December 6, 2023, by and among Kinetik Holdings Inc., Kinetik Holdings LP and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023). |
| 4.7 | Form of 6.625% Sustainability-Linked Senior Notes (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on December 6, 2023). | |
| 10.1† | – | Third Amended and Restated Agreement of Limited Partnership of Altus Midstream LP, dated as of October 22, 2021. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). |
| 10.2† | – | Altus Midstream Company Restricted Stock Units Plan, dated December 31, 2018 (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for year ended December 31, 2018, SEC File No. 001-38048). |
| 10.3† | – | Form of Director Grant Agreement, dated December 17, 2018 (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, SEC File No. 001-38048). |
| 10.4† | – | Altus Midstream Company 2019 Omnibus Compensation Plan, dated February 12, 2019, effective May 30, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 31, 2019, SEC File No. 001-38048). |
| 10.5† | – | Altus Midstream Company Deferred Delivery Plan, dated May 30, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 31, 2019, SEC File No. 001-38048). |
| 10.6† | – | Kinetik Holdings Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No. 001-38048). |
| 10.7† | – | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No. 001-38048). |
| 10.8† | – | Form of Stock Award Grant Letter (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, SEC File No. 001-38048). |
| 10.9† | – | Form of Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, SEC File No. 001-38048). |
| 10.10† | – | Form of Deferred Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report for the quarter ended June 30, 2022, SEC File No. 001-38048). |
| 10.11† | – | Dividend and Distribution Reinvestment Agreement, dated February 22, 2022, by and among Altus Midstream Company, Altus Midstream LP, APA Corporation, Apache Midstream LLC, Buzzard Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP and each of the other parties set forth on the signature pages thereto. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 22, 2022). |
| 10.12† | – | Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, SEC File No. 001-38048). |
| 10.13† | – | Form of Restricted Stock Unit Agreement (Directors) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, SEC File No. 001-38048). |
| 10.14* | – | Form of Restricted Stock Unit Agreement (2024 VPs and Above). |
| 10.15* | – | Form of Performance Stock Unit Agreement (2024). |
| 10.16* | – | Form of Restricted Stock Unit Agreement (2024 All Other Employees). |
|---|---|---|
| 10.17* | – | Form of Restricted Stock Unit Agreement (2024 Directors). |
| 10.18* | – | Form of Deferred Stock Unit Agreement (2024 Directors). |
| 21.1* | – | Subsidiaries of the Company. |
| 23.1* | – | Consent of KPMG LLP. |
| 23.2* | – | Consent of BDO USA, P.C. relating to the financial statements of Permian Highway Pipeline LLC. |
| 23.3* | – | Consent of KPMG LLP. relating to the financial statements of Permian Highway Pipeline LLC. |
| 31.1* | – | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2* | – | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** | – | Certification of the Principal Executive Officer required by 18 U.S.C. 1350. |
| 32.2** | – | Certification of the Principal Financial Officer required by 18 U.S.C. 1350. |
| 97.1* | – | Kinetik Holdings Inc. Clawback Policy. |
| 99.1* | – | Permian Highway Pipeline LLC audited financial statements as of December 31, 2023. |
| 101* | – | The following financial statements from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Equity and Noncontrolling Interests and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |
| 101.SCH* | – | Inline XBRL Taxonomy Schema Document. |
| 101.CAL* | – | Inline XBRL Calculation Linkbase Document. |
| 101.DEF* | – | Inline XBRL Definition Linkbase Document. |
| 101.LAB* | – | Inline XBRL Label Linkbase Document. |
| 101.PRE* | – | Inline XBRL Presentation Linkbase Document. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith
*** Schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
† Management contracts or compensatory plans or arrangements required pursuant to Item 15 hereof.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.