Kinetik Holdings Inc
For the period ended Sep 30, 2024. Filed Nov 8, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 8, 2024
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SEGMENTS
- SEGMENTS
Ourtwo 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, ourtwo 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, processing and treating, 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 inthree Permian Basin pipelines that access various points along the U.S. Gulf Coast, as well as Kinetik NGL and Delaware Link Pipelines. The current operating pipelines transport crude oil, natural gas and NGLs.
Our Chief Executive Officer, who is the CODM, uses Segment Adjusted EBITDA, a non-GAAP measure, to measure profitability and allocate resources among segments. Segment Adjusted EBITDA, a non-GAAP measure, is defined as segment net earnings adjusted to exclude interest expense, income tax expense, depreciation and amortization, the proportionate effect of these same items for our EMI pipelines and other non-recurring items. The CODM considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about allocating capital and personnel to the segments.
The Midstream Logistics segment accounts for more than 97% of the Company’s operating revenues, more than 99% of the cost of sales (excluding depreciation and amortization) and operating expenses and more than 94% of the ad valorem expenses. The Pipeline Transportation segment contains all of the Company’s equity method investments. 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 debt service costs. For the three months ended September 30, 2024, the Midstream Logistics segment and the Pipeline Transportation segment represent 65% and 36% of total consolidated adjusted EBITDA, respectively, which is consistent with the prior year contributions from each segment.
The following tables present the reconciliation of the non-GAAP measure Segment Adjusted EBITDA to the GAAP measure segment income (loss) before income taxes as of and for the three and nine months period ended September 30, 2024 and 2023:
| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Segment income (loss) before income taxes | $88,581 | $88,797 | $(85,464) | $91,914 |
| Add back: | ||||
| Interest expense | 2,666 | — | 63,363 | 66,029 |
| Depreciation and amortization expenses | 85,273 | 2,305 | 5 | 87,583 |
| Contract assets amortization | 1,655 | — | — | 1,655 |
| Proportionate EMI EBITDA | — | 88,229 | — | 88,229 |
| Share-based compensation | — | — | 15,171 | 15,171 |
| Contingent liabilities fair value adjustment | 1,400 | — | — | 1,400 |
| Integration costs | 1,208 | — | 1,332 | 2,540 |
| Acquisition transaction costs | — | — | 31 | 31 |
| Other one-time costs or amortization | 1,657 | — | 2,060 | 3,717 |
| Deduct: | ||||
| Interest income | — | — | 572 | 572 |
| Commodity hedging unrealized gain | 8,817 | — | — | 8,817 |
| Gain on sale of equity method investment | — | 29,953 | — | 29,953 |
| Equity income from unconsolidated affiliates | — | 53,244 | — | 53,244 |
| Segment Adjusted EBITDA(2) | $173,623 | $96,134 | $(4,074) | $265,683 |
| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Segment income (loss) before income taxes | $56,584 | $50,598 | $(62,748) | $44,434 |
| Add back: | ||||
| Interest expense | 12 | — | 44,997 | 45,009 |
| Depreciation and amortization expenses | 69,456 | 473 | 6 | 69,935 |
| Contract assets amortization | 1,655 | — | — | 1,655 |
| Proportionate EMI EBITDA | — | 78,585 | — | 78,585 |
| Share-based compensation | — | — | 12,502 | 12,502 |
| Loss on disposal of assets | 2,927 | — | — | 2,927 |
| Unrealized loss on derivatives | 8,259 | — | — | 8,259 |
| Integration costs | 21 | — | — | 21 |
| Acquisition transaction costs | — | — | 378 | 378 |
| Other one-time costs or amortization | 1,529 | — | 1,133 | 2,662 |
| Warrant valuation adjustment | — | — | 4 | 4 |
| Deduct: | ||||
| Interest income | — | — | 293 | 293 |
| Equity income from unconsolidated affiliates | — | 50,754 | — | 50,754 |
| Segment Adjusted EBITDA(2) | $140,443 | $78,902 | $(4,021) | $215,324 |
| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Segment income (loss) before income taxes | $215,196 | $275,246 | $(241,172) | $249,270 |
| Add back: | ||||
| Interest expense | 5,273 | — | 162,272 | 167,545 |
| Depreciation and amortization expenses | 229,336 | 6,897 | 17 | 236,250 |
| Contract assets amortization | 4,965 | — | — | 4,965 |
| Proportionate EMI EBITDA | — | 262,553 | — | 262,553 |
| Share-based compensation | — | — | 52,868 | 52,868 |
| Loss on disposal of assets | 4,090 | — | — | 4,090 |
| Loss on debt extinguishment | — | — | 525 | 525 |
| Contingent liabilities fair value adjustment | 1,400 | — | — | 1,400 |
| Integration costs | 1,792 | — | 3,299 | 5,091 |
| Acquisition transaction costs | — | — | 3,538 | 3,538 |
| Other one-time costs or amortization | 4,048 | — | 4,400 | 8,448 |
| Deduct | ||||
| Other interest income | — | — | 1,459 | 1,459 |
| Commodity hedging unrealized gain | 1,935 | — | — | 1,935 |
| Gain on sale of equity method investment | — | 89,837 | — | 89,837 |
| Equity income from unconsolidated affiliates | — | 169,668 | — | 169,668 |
| Segment Adjusted EBITDA(2) | $464,165 | $285,191 | $(15,712) | $733,644 |
| Midstream Logistics | Pipeline Transportation | Corporate and Other(1) | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Segment income (loss) before income taxes | $163,794 | $146,524 | $(189,190) | $121,128 |
| Add back: | ||||
| Interest expense | 32 | — | 130,411 | 130,443 |
| Depreciation and amortization expenses | 206,855 | 1,398 | 18 | 208,271 |
| Contract assets amortization | 4,965 | — | — | 4,965 |
| Proportionate EMI EBITDA | — | 224,933 | — | 224,933 |
| Share-based compensation | — | — | 43,340 | 43,340 |
| Loss on disposal of assets | 15,166 | — | — | 15,166 |
| Unrealized loss on derivatives | 616 | — | — | 616 |
| Integration costs | 29 | — | 956 | 985 |
| Acquisition transaction costs | 33 | — | 615 | 648 |
| Other one-time costs or amortization | 5,310 | — | 2,235 | 7,545 |
| Deduct: | ||||
| Interest income | — | — | 314 | 314 |
| Warrant valuation adjustment | — | — | 73 | 73 |
| Equity income from unconsolidated affiliates | — | 146,828 | — | 146,828 |
| Segment Adjusted EBITDA(2) | $396,800 | $226,027 | $(12,002) | $610,825 |
(1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain General and Administrative Expense items. Items included here to reconcile operating segments profit and loss with the Company’s consolidated profit and loss.
(2)Segment adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q, for a definition and reconciliation to the GAAP measure.
The following tables present the revenue for the individual operating segments for the three and nine month period ended September 30, 2024 and 2023:
| Midstream Logistics | Pipeline Transportation | Elimination | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Revenue | $391,331 | $2,192 | $— | $393,523 |
| Other revenue | 2,837 | 2 | — | 2,839 |
| Intersegment revenue(1) | — | 6,748 | (6,748) | — |
| Total segment operating revenue | $394,168 | $8,942 | $(6,748) | $396,362 |
| Midstream Logistics | Pipeline Transportation | Elimination | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Revenue | $324,863 | $766 | $— | $325,629 |
| Other revenue | 4,670 | 2 | — | 4,672 |
| Total segment operating revenue | $329,533 | $768 | $— | $330,301 |
| Midstream Logistics | Pipeline Transportation | Elimination | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Revenue | $1,082,236 | $6,566 | $— | $1,088,802 |
| Other revenue | 8,122 | 289 | — | 8,411 |
| Intersegment revenue(1) | — | 19,288 | (19,288) | — |
| Total segment operating revenue | $1,090,358 | $26,143 | $(19,288) | $1,097,213 |
| Midstream Logistics | Pipeline Transportation | Elimination | Consolidated | |
|---|---|---|---|---|
| (In thousands) | ||||
| Revenue | $894,669 | $2,190 | $— | $896,859 |
| Other revenue | 10,679 | 6 | — | 10,685 |
| Total segment operating revenue | $905,348 | $2,196 | $— | $907,544 |
(1)The Company accounts for intersegment sales at market prices, while it accounts for asset transfers at book value. Intersegment revenue is eliminated at consolidation.
The following table presents total assets for each operating segment as of September 30, 2024 and December 31, 2023:
| September 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| (In thousands) | ||
| Midstream Logistics | $4,323,444 | $3,772,764 |
| Pipeline Transportation(1) | 2,297,544 | 2,703,588 |
| Segment total assets | 6,620,988 | 6,476,352 |
| Corporate and other | 239,473 | 20,521 |
| Total assets | $6,860,461 | $6,496,873 |
(1)Includes investment in unconsolidated affiliates of $2.14 billion and $2.54 billion as of September 30, 2024 and December 31, 2023, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.