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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

KNTK$48.77-0.8%Stored close · as of Nov 6, 2026

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SEGMENTS

  1. 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 LogisticsPipeline TransportationCorporate and Other(1)Consolidated
(In thousands)
Segment income (loss) before income taxes$88,581$88,797$(85,464)$91,914
Add back:
Interest expense2,666—63,36366,029
Depreciation and amortization expenses85,2732,305587,583
Contract assets amortization1,655——1,655
Proportionate EMI EBITDA—88,229—88,229
Share-based compensation——15,17115,171
Contingent liabilities fair value adjustment1,400——1,400
Integration costs1,208—1,3322,540
Acquisition transaction costs——3131
Other one-time costs or amortization1,657—2,0603,717
Deduct:
Interest income——572572
Commodity hedging unrealized gain8,817——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 LogisticsPipeline TransportationCorporate and Other(1)Consolidated
(In thousands)
Segment income (loss) before income taxes$56,584$50,598$(62,748)$44,434
Add back:
Interest expense12—44,99745,009
Depreciation and amortization expenses69,456473669,935
Contract assets amortization1,655——1,655
Proportionate EMI EBITDA—78,585—78,585
Share-based compensation——12,50212,502
Loss on disposal of assets2,927——2,927
Unrealized loss on derivatives8,259——8,259
Integration costs21——21
Acquisition transaction costs——378378
Other one-time costs or amortization1,529—1,1332,662
Warrant valuation adjustment——44
Deduct:
Interest income——293293
Equity income from unconsolidated affiliates—50,754—50,754
Segment Adjusted EBITDA(2)$140,443$78,902$(4,021)$215,324
Midstream LogisticsPipeline TransportationCorporate and Other(1)Consolidated
(In thousands)
Segment income (loss) before income taxes$215,196$275,246$(241,172)$249,270
Add back:
Interest expense5,273—162,272167,545
Depreciation and amortization expenses229,3366,89717236,250
Contract assets amortization4,965——4,965
Proportionate EMI EBITDA—262,553—262,553
Share-based compensation——52,86852,868
Loss on disposal of assets4,090——4,090
Loss on debt extinguishment——525525
Contingent liabilities fair value adjustment1,400——1,400
Integration costs1,792—3,2995,091
Acquisition transaction costs——3,5383,538
Other one-time costs or amortization4,048—4,4008,448
Deduct
Other interest income——1,4591,459
Commodity hedging unrealized gain1,935——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 LogisticsPipeline TransportationCorporate and Other(1)Consolidated
(In thousands)
Segment income (loss) before income taxes$163,794$146,524$(189,190)$121,128
Add back:
Interest expense32—130,411130,443
Depreciation and amortization expenses206,8551,39818208,271
Contract assets amortization4,965——4,965
Proportionate EMI EBITDA—224,933—224,933
Share-based compensation——43,34043,340
Loss on disposal of assets15,166——15,166
Unrealized loss on derivatives616——616
Integration costs29—956985
Acquisition transaction costs33—615648
Other one-time costs or amortization5,310—2,2357,545
Deduct:
Interest income——314314
Warrant valuation adjustment——7373
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 LogisticsPipeline TransportationEliminationConsolidated
(In thousands)
Revenue$391,331$2,192$—$393,523
Other revenue2,8372—2,839
Intersegment revenue(1)—6,748(6,748)—
Total segment operating revenue$394,168$8,942$(6,748)$396,362
Midstream LogisticsPipeline TransportationEliminationConsolidated
(In thousands)
Revenue$324,863$766$—$325,629
Other revenue4,6702—4,672
Total segment operating revenue$329,533$768$—$330,301
Midstream LogisticsPipeline TransportationEliminationConsolidated
(In thousands)
Revenue$1,082,236$6,566$—$1,088,802
Other revenue8,122289—8,411
Intersegment revenue(1)—19,288(19,288)—
Total segment operating revenue$1,090,358$26,143$(19,288)$1,097,213
Midstream LogisticsPipeline TransportationEliminationConsolidated
(In thousands)
Revenue$894,669$2,190$—$896,859
Other revenue10,6796—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,
20242023
(In thousands)
Midstream Logistics$4,323,444$3,772,764
Pipeline Transportation(1)2,297,5442,703,588
Segment total assets6,620,9886,476,352
Corporate and other239,47320,521
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.

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