~~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 and subsequently the Company’s Board of Directors (the “Board”) resolved that for the calendar year 2022, 100% of all distributions or dividends received by each Reinvestment Holder would be reinvested in newly issued shares of Class A Common Stock. As described in these Condensed 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 the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, the Company made cash dividend payments of ~~$25.3~~$17.1 million to holders of Class A Common Stock and Class C Common Units and ~~$175.5~~$87.9 million was reinvested in shares of Class A Common Stock by Reinvestment Holders.

~~On October~~See Note 18 - Subsequent Events for discussion of dividend declared on April 19, 2022, the Board declared a cash dividend of $0.75 per share on the Company’s Class A Common Stock and a distribution of $0.75 per Common Unit from the Partnership to the holders of Common Units. Dividends are payable on November 17, 2022. Certain holders of Class A Common Stock and Class C Common Stock will receive a cash dividend with the balance receiving additional shares of Class A Common Stock under the Reinvestment Agreement.

~~Stock Split~~

On May 19, 2022, the Company announced that its Board approved and declared a two-for-one stock split with respect to its Class A Common Stock and Class C Common Stock, in the form of a stock dividend (the “Stock Split”). The Stock Split was accomplished by distributing one additional share of Class A Common Stock for each share of Class A Common Stock outstanding and one additional share of Class C Common Stock for each share of Class C Common Stock outstanding. The additional shares of Common Stock were issued on June 8, 2022 to holders of record at the close of business on May 31, 2022.

~~All corresponding per-share and share amounts, excluding the Transaction, for periods prior to June 8, 2022 have been retroactively restated in this Form 10-Q to reflect the Stock Split.~~2023.

11. ~~SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS~~FAIR VALUE MEASUREMENTS

Prior to the Closing Date of the Transaction, the Partnership had 625,000 Preferred Units issued and outstanding. Immediately prior to the Closing, on February 22, 2022, the Partnership redeemed for cash, 100,000 Preferred Units in an amount equal to approximately $120.1 million. The Company assumed the remaining 525,000 Preferred Units as well as 29,983 paid-in-kind (“PIK”) Preferred Units that were issued and outstanding at the closing of the Transaction. At the close, 150,000 preferred units and 8,567 associated PIK units became mandatorily redeemable and liability classified with the balance of preferred units remaining unchanged and classified as redeemable noncontrolling interest. The Company redeemed 125,000 mandatorily redeemable preferred units during the first two quarters of 2022 with the balance of mandatorily redeemable preferred units being redeemed during July for $30.7 million.

In July 2022, the Company redeemed all outstanding redeemable noncontrolling interest Preferred Units for an aggregate $461.5 million. The excess of the carrying amount of the redeemable noncontrolling interest Preferred units immediately prior to redemption over redemption price was included in “Retained Earnings” in theCompany’s Condensed Consolidated Balance ~~Sheets.~~

~~Table~~Sheets reflect a mixture of ~~Contents~~

~~Activities related to Preferred Units~~measurement methods for ~~the nine months ended September 30, 2022 are as follows:~~

Units Outstanding Amount
(In thousands, except for unit data)
Redeemable noncontrolling interest — Preferred Units, immediately upon Closing of Transaction(1)
396,417 $ 462,717
Redemption, including PIK units (396,417) (461,460)
Cash distribution paid to Preferred Unit limited partners — (6,937)
Allocation of net income — 18,128
Accreted redemption value adjustment — 97,075
Excess of carrying amount over redemption price — (109,523)
Redeemable noncontrolling interest — Preferred Units, as of September 30, 2022 — $ —

~~(1)Included 21,417 PIK units on a pro rata basis.~~

~~12. SHARE-BASED COMPENSATION~~

Prior to the Closing, the Company issued incentive units, which included performance and service conditions, to certain employees and board members. The units consisted of Class A-1, Class A-2, and Class A-3 units. These units derived value from the Company’s certain wholly owned subsidiaries. Class A-1 and A-2 units would have vested upon either (i) the date of consummation of a change in control or (ii) the date that is 1-year following the consummation of the initial public offering (“IPO”) of the Company (or its successor) (collectively “Exit Events”). Class A-3 units would have vested upon a change in control, if the participants were employed at the time of the event, or upon termination of the participant by the Company.

Immediately upon Closing, all outstanding Class A-1 and Class A-2 units were cancelled and exchanged for 5,300,000 shares (the “Class A Shares”), post-Stock Split, of the Company’s Class A Common Stock. These Class A Shares are issued and outstanding as they were distributed pro rata to all holders of Class A-1 and Class A-2 units by the Common Unit limited partners from the 50,000,000 common units, pre-Stock-Split, that such limited partners received upon the Closing. The Common Unit limited partners redeemed Common Units needed for the Class A shares distribution upon the Closing. The Class A Shares are held in escrow and will vest over ~~three~~ to four years. Similarly, the Class A-3 units were exchanged for approximately 326,000, post Stock Split, Class C Common Stock and Common Units (the “Class C Shares”) and will vest over four years. The Company also issued approximately 76,000, post Stock Split, replacement restricted share awards (“Replacement Awards”) to new employees that transitioned from ALTM as part of the Transaction. These changes for all three share types established a new measurement date. The Class A Shares, Class C Shares and Replacement Awards were valued based on the Company’s publicly quoted stock price on the measurement date, which was the Closing Date of the Transaction.

~~During 2022, pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time (the “Plan”)~~, the Company granted a total of 13,941 restricted stock units (“RSUs”) to certain members of the Board, which were vested immediately on grant date, and granted a total of 14,144 RSUs to new employees, which are subject to a vesting period between ~~one~~ ~~and three years.~~

With respect to the above shares, the Company recorded compensation expenses of $12.7 million and $31.0 million for the three and nine months ended September 30, 2022, respectively, based on a straight line amortization of the associated awards’ fair value over the respective vesting life of the shares. With respect to the above incentive units, no compensation expenses were recorded for the three and nine months ended September 30, 2021, as the incentive units were considered non-vested prior to their cancellation and exchange for Class A or Class C Common Stock, and no RSUs were granted during 2021.

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~~13. INCOME TAXES~~

~~The Company is subject to U.S. federal income tax and the Texas margin tax. Income tax expense included in the Condensed Consolidated Financial Statements in this Form 10-Q is as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2022
(In thousands)
Income before income taxes $ 50,828 $ 204,503
Income tax expense $ 1,406 $ 2,244
Effective tax rate (1)
2.77 % 1.10 %

(1) Prior to the Closing on February 22, 2022, BCP, the accounting acquirer, was organized as limited partnership and was not subject to the U.S. federal income tax for the three and nine months ended September 30, 2021.

The effective tax rate for the three and nine months ended September 30, 2022 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interests related to the Common Units and Preferred Units limited partners and valuation allowance.

~~Upon Closing, the Company assumed certain uncertain tax positions from ALTM. The Company accounts for income taxes in accordance with~~ ~~ASC 740—Income Taxes, which prescribes a minimum recognition threshold a tax position must meet before being recognized in the~~ financial statements. Tax positions generally refer to a position taken in a previously filed income tax return or expected to be included in a tax return to be filed in the future that is reflected in the measurement of current and deferred income tax assets and liabilities. ~~Reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:~~

~~(In thousands)~~

~~Amount~~

~~Balance at December 31, 2021~~

—

~~Increase related to ALTM acquisition~~

~~5,238~~

~~Reduction related to current year activities~~

~~(5,238)~~

~~Balance at September 30, 2022~~

—

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~~14. NET INCOME PER SHARE~~

~~The computation of basic and diluted net income per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below.~~

Three Months Ended September 30,
2022 2021
Income
Weighted-average shares(3)
Per Share Income
Weighted-average shares(3)
Per Share
(In thousands, except per share data)
Basic:
Net income attributable to Class A common shareholders $ 14,936 41,816 $ 0.36 $ — — $ —
Less: Net income available to participating unvested restricted Class A common shareholders(4)
(4,174) — $ — — — $ —
Excess preferred carrying amount over consideration paid(5)
32,900 — $ — — — $ —
Total net income attributable to Class A common shareholders $ 43,662 41,816 $ 1.04 $ — — $ —
Effect of dilutive securities:
Unvested Class A common shares — 39 $ — — — $ —
Diluted(1)(2):
Net income attributable to Class A common shareholders $ 43,662 41,855 $ 1.04 $ — — $ —

Nine Months Ended September 30,
2022 2021
Income
Weighted-average shares(3)
Per Share Income
Weighted-average share (3)
Per Share
(In thousands, except per share data)
Basic:
Net income attributable to Class A common shareholders $ 25,239 40,042 $ 0.63 $ — — $ —
Less: Net income available to participating unvested restricted Class A common shareholders(4)
(8,358) — $ — — — $ —
Excess preferred carrying amount over consideration paid(5)
32,900 — $ — — — $ —
Total net income attributable to Class A common shareholders $ 49,781 40,042 $ 1.24 $ — — $ —
Effect of dilutive securities:
Unvested Class A common shares — 33 $ — — — $ —
Diluted(1)(2):
Net income attributable to Class A common shareholders $ 49,781 40,075 $ 1.24 $ — — $ —

~~(1)The effect of an assumed exchange of the outstanding public~~Public and private warrants, contingent liabilities and derivative financial instruments are reported at fair value. Other financial instruments are reported at historical cost or amortized cost on our Condensed Consolidated Balance Sheets. Long-term debt is primarily the other financial instrument for ~~shares of Class A Common Stock would have been anti-dilutive for all periods presented in~~ which ~~the public and private warrants were outstanding.~~

~~(2)~~The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding.

~~(3)Share amounts have been retroactively restated to reflect the Company’s~~ ~~two-for-one~~ ~~Stock Split. Refer to~~carrying value could vary significantly from fair value. See Note ~~10—Equity~~7—Debt and ~~Warrants~~Financing Costs in the Notes to our Condensed Consolidated Financial Statements in this Form 10-Q for further information.

~~(4)Represents dividends paid to unvested restricted Class A common shareholders.~~

~~(5)Represented excess of carrying value of redeemable noncontrolling interest Preferred Units over redemption price at redemption.~~

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~~15. FAIR VALUE MEASUREMENTS~~

The Company’s financial assets and liabilities measured at fair value on a recurring basis include cash and cash equivalents, accrued receivables, accounts receivable, accounts receivable from affiliates, dividends and distributions payable, interest rate and commodity swap derivatives, and Company’s private and public warrants and an embedded derivative liability related to the issuance of Preferred Units.

Topic 820 establishes a framework for measuring fair value in U.S. GAAP, clarifies the definition of fair value within that framework and requires disclosures about the use of fair value measurements. Topic 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.

Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets (Level 1 inputs). The three levels of the fair value hierarchy under Topic 820 are described below:

Level 1 inputs: Unadjusted, quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 inputs: Inputs, other than quoted prices in active markets, that are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 inputs: Prices or valuations that require unobservable inputs that are both significant to the fair value measurement and unobservable. Valuation under Level 3 generally involves a significant degree of judgment from management.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or inventory parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity.

The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021:~~

September 30, 2022
Level 1 Level 2 Level 3 Total
(In thousands)
Public warrants $ 126 $ — $ — $ 126
Private warrants — — 95 95
Total liabilities $ 126 $ — $ 95 $ 221

December 31, 2021
Level 1 Level 2 Level 3 Total
(In thousands)
Commodity swaps $ — $ 205 $ — $ 205
Interest rate derivatives — 2,662 — 2,662
Contingent liabilities — — 839 839
Total liabilities $ — $ 2,867 $ 839 $ 3,706
2022:

2514

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~~The Company is exposed to certain risks arising from both its business operations and economic conditions, and the Company enters into certain~~


	March 31, 2023
	Level 1		Level 2		Level 3		Total

	(In thousands)
Commodity swap	$	—	$	10,545	$	—	$	10,545
Interest rate derivatives	—		3,413		—		3,413
Total assets	$	—	$	13,958	$	—	$	13,958

Commodity swaps	$	—	$	7,529	$	—	$	7,529
Interest rate derivatives	—		26,256		—		26,256

Public warrants	25		—		—		25
Private warrants	—		—		19		19

Total liabilities	$	25	$	33,785	$	19	$	33,829


	December 31, 2022
	Level 1		Level 2		Level 3		Total

	(In thousands)
Commodity swap	$	—	$	4,288	$	—	$	4,288
Interest rate derivatives	—		2,675		—		2,675
Total assets	$	—	$	6,963	$	—	$	6,963

Commodity swaps	$	—	$	5,718	$	—	$	5,718
Interest rate derivatives	—		8,328		—		8,328

Public warrants	50		—		—		50
Private warrants	—		—		38		38

Total liabilities	$	50	$	14,046	$	38	$	14,134

Our derivative contracts consist of interest rate swaps and commodity swaps. Valuation of these derivative contracts involved both observable publicly quoted prices and certain inputs to ~~manage~~ the ~~exposures.~~credit valuation that may not be readily observable in the marketplace. As such our derivative contracts are classified as Level 2 in the hierarchy. Refer to Note ~~16—~~12—Derivatives and Hedging Activities in the Notes to our Condensed Consolidated Financial Statements in this Form 10-Q for further discussion related to commodity swaps and interest rate derivatives.

The Company bifurcated and recognized the embedded derivative associated with the Preferred Units related to the exchange option provided to the Preferred Unit holders under the terms of the Partnership LPA. The Company redeemed all outstanding Preferred Units in July 2022 and wrote off related embedded derivative liabilities as of September 30, 2022. The Company recorded gains of $0.5 million and $89.1 million for the three and nine months ended September 30, 2022, which was recorded as a “Gain on embedded derivative” in the Condensed Consolidated Statement of Operations.

The carrying value of the Company’s Public Warrants are recorded at fair value based on quoted market prices, a Level 1 fair value measurement. The carrying value of the Company’s Private Placement Warrants are recorded at fair value determined using an option pricing model, a Level 3 fair value measurement, which is calculated based on key assumptions related to expected volatility of the Company’s common stock, an expected dividend yield, the remaining term of the warrants outstanding and the risk-free rate based on the U.S. Treasury yield curve in effect at the time of the valuation. These assumptions are estimated utilizing historical trends of the Company’s common stock, Public Warrants and other factors. ~~The Company has recorded a liability of $0.2 million as of September 30, 2022. There was no change~~Change in fair value of the warrants since closing of the Transaction through reporting ~~date.~~date was recorded in “Interest and other income” of the Condensed Consolidated Statements of Operations.

The carrying amounts reported on the Condensed 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 three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

~~16.~~12. 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 Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

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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 minimizes counterparty credit risk in derivative instruments by entering into transactions with high credit-rating counterparties.~~

The Company’s objectives in using interest rate derivatives isare 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 ~~and Term SOFR elections, (able to fix up to six months forward SOFR), granted under the company’s debt agreements~~ as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract.

~~In June~~During November 2022 ~~all of BCP PHP, LLC’s (“BCP PHP”) outstanding~~and March 2023, the Company entered into three interest rate ~~swaps were terminated as BCP PHP’s outstanding term loan credit facility was extinguished on June 8, 2022. Refer to~~ ~~Note 6—Debt and Financing Costs~~swaps inwith total notional amounts of $2.25 billion that are effective on May 1, 2023 and mature on May 31, 2025. Under these swaps, the ~~Notes~~Company pays a fixed rate ranging from 4.38% to ~~our Condensed Consolidated Financial Statements~~4.49% for ~~additional information about~~ the ~~refinancing transactions.~~ respective notional amounts.

The fair value or settlement value of the consolidated interest rate swaps outstanding are presented on a gross basis on the Condensed Consolidated Balance Sheets. Interest rate swap derivative ~~liabilities~~assets were ~~nil~~$3.4 million and $2.7 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Interest rate swap derivative liabilities were $26.3 million and $8.3 million as of March 31, 2023 and December 31, 2022, respectively. The Company recorded cash settlements on interest rate swap derivatives of nil and $0.7 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $11.3 and $2.2 million for the nine months ended September 30, 2022 and 2021,~~ respectively, in “Interest ~~Expense”~~expense” of the Condensed Consolidated Statements of Operations. In addition, the Company recorded fair value adjustments of ~~nil~~$17.2 million and ~~$26 thousand for the change in fair value of the interest rate swap derivatives~~$11.6 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $14.0 million and $3.1 million for the nine months ended September 30, 2022 and 2021,~~ respectively, in “Interest ~~Expense”~~expense” of the Condensed Consolidated Statements of Operations.

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Commodity Price Risk

~~Similarly, in 2020~~The results of the Company’s operations may be affected by the market prices of oil, natural gas and ~~2021 BCP Raptor, LLC (“BCP I”)~~NGLs. A portion of the Company’s revenue is directly tied to local natural gas, natural gas liquids and ~~BCP Raptor II, LLC (“BCP II”) had WTI crude hedges at a specific notional amount that provides for a fixed price for crude~~condensate prices in the Permian Basin and the U.S. Gulf Coast. Fluctuations in commodity prices also impact operating cost elements both directly and indirectly. Management regularly reviews the Company’s potential exposure to commodity price risk and manages exposure of such risk through commodity hedge contracts.

During the past two quarters, the Company has entered into numerous commodity swap contracts based on the OPIS NGL Mont Belvieu prices for ethane, propane and butane, the Waha ~~basis hub hedges~~Basis index and the NYMEX WTI index. These contracts are on various notional quantities of ~~gas that either provided for a fixed price differential of~~NGLs, natural gas inand crude. Similarly, the ~~Permian Basin relative to the NYMEX~~Company has entered into various natural gas ~~contract or provided for a fixed~~and crude basis spread swaps. These index swaps are effective over the next 1 to 15 months and are used to hedge against location price ~~for natural gas in the Permian Basin.~~

~~All~~risk of the ~~Company’s~~respective commodity resulting from supply and demand volatility and protect cash flows against price fluctuations. The table below presents detailed information of commodity swaps ~~had reached maturity~~outstanding as of ~~December~~March 31, ~~2021.~~ 2023 (in thousands, except volumes):

March 31, 2023

Commodity

Instruments

Unit

Volume

Net Fair Value

Natural Gas

Commodity Swap

MMBtus

6,380,000

(6,254)

NGL

Commodity Swap

Gallons

157,281,600

9,252

Crude

Commodity Swap

Bbl

137,500

258

Natural Gas Basis Spread Swaps

Commodity Swap

MMBtus

29,850,000

(574)

Crude Gas Basis Spread Swaps

Commodity Swap

Bbl

496,000

334

3,016

The fair value or settlement value of the swaps outstanding are presented on a gross basis on the Condensed Consolidated Balance ~~Sheet.~~Sheets. Commodity swap derivative ~~liability was nil~~assets were $10.5 million and ~~$0.2~~$4.3 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Commodity swap derivative liabilities were $7.5 million and $5.7 million as of March 31, 2023 and December 31, 2022, respectively. The Company recorded cash settlements on commodity swap derivatives of ~~nil~~$1.0 million and ~~$0.9~~$0.2 million for the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021, respectively, and $0.2 million and $15.8 million for the nine months ended September 30, 2022 and 2021,~~ respectively, in ~~“Other Revenue”~~“Product revenue” of the Condensed Consolidated Statements of Operations. In addition, the Company recorded fair value adjustments of ~~$0.6~~$5.4 million and ~~$17.1 million~~nil for the

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change in fair value of commodity swap derivatives for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2023 and 2022, respectively, in ~~“Other Revenue”~~“Product revenue” of the Condensed Consolidated Statements of Operations. ~~No fair~~

13. SHARE-BASED COMPENSATION

Prior to the Closing, the Company issued incentive units, which included performance and service conditions, to certain employees and Board members. The units consisted of Class A-1, Class A-2 and Class A-3 units. These units derived value ~~adjustment recognized~~from the Company’s certain wholly owned subsidiaries. Class A-1 and A-2 units would have vested upon either (i) the date of consummation of a change in control or (ii) the date that is 1-year following the consummation of the initial public offering (“IPO”) of the Company (or its successor) (collectively “Exit Events”). Class A-3 units would have vested upon a change in control, if the participants were employed at the time of the event, or upon termination of the participant by the Company.

Immediately upon Closing, all outstanding Class A-1 and Class A-2 units were cancelled and exchanged for 5,300,000 shares (the “Class A Shares”), post-Stock Split, of the Company’s Class A Common Stock. These Class A Shares are issued and outstanding as they were distributed pro rata to all holders of Class A-1 and Class A-2 units by the Common Unit limited partners from the 50,000,000 common units, pre-Stock-Split, that such limited partners received upon the Closing. The Common Unit limited partners redeemed Common Units needed for the Class A Shares distribution upon the Closing. The Class A Shares are held in escrow and will vest over three to four years. Similarly, the Class A-3 units were exchanged for approximately 326,000, post Stock Split, Class C Common Stock and Common Units (the “Class C Shares”) and will vest over four years. The Company also issued approximately 76,000, post Stock Split, replacement restricted share awards (“Replacement Awards”) to new employees that transitioned from ALTM as part of the Transaction. These changes for all three share types established a new measurement date. The Class A Shares, Class C Shares and Replacement Awards were valued based on the Company’s publicly quoted stock price on the measurement date, which was the Closing Date of the Transaction.

During the first quarter of 2023, pursuant to the Company’s 2019 Omnibus Compensation Plan, as amended from time to time (the “Plan”), the Company granted approximately 370,000 restricted stock units (“RSUs”) to its employees with cliff vesting on January 1, 2026 and approximately 181,000 RSUs to employees that were vested immediately. The 181,000 RSUs with no vesting terms were granted to employees who received their bonus in Company stock in lieu of cash bonus awards.

With respect to the above shares, the Company recorded compensation expenses of $17.5 million and $6.1 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, respectively, based on a straight-line amortization of the associated awards’ fair value over the respective vesting life of the shares.

14. INCOME TAXES

The Company is subject to U.S. federal income tax and the Texas margin tax. Income tax expense included in the Condensed Consolidated Financial Statements in this Form 10-Q is as ~~no commodity swaps~~follows:


	Three Months Ended March 31,
		2023			2022

		(In thousands)
Income before income taxes		$	4,715		$	22,065
Income tax expense		$	416		$	676
Effective tax rate		8.82		%	3.06		%

The effective tax rate for the three months ended March 31, 2023 was lower than the statutory rate mainly due to the impact of tax attributable to noncontrolling interests related to the Common Units limited partners and valuation allowance.

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15. NET INCOME PER SHARE

The computation of basic and diluted net income per share for the periods presented in the Condensed Consolidated Financial Statements is shown in the tables below.


	Three Months Ended March 31,
		2023		2022
		(In thousands, except per share amounts)
Net income attributable to Class A common shareholders		$	1,436	$	3,865
Less: Net income available to participating unvested restricted Class A common shareholders(1)		(4,156)		—

Total net income (loss) attributable to Class A common shareholders		$	(2,720)	$	3,865

Weighted average shares outstanding - basic(2)		47,392		37,392
Dilutive effect(3)(4) of unvested Class A common shares		213		34
Weighted average shares outstanding - diluted		47,605		37,426

Net income (loss) available per common share - basic		$	(0.06)	$	0.10
Net income (loss) available per common share - diluted		$	(0.06)	$	0.10

(1)Represents dividends paid to unvested restricted Class A common shareholders.

(2)Share amounts have been retrospectively restated to reflect the Company’s two-for-one Stock Split. Refer to Note 10—Equity and Warrantsin the Notes to our Condensed Consolidated Financial Statements for further information.

(3)The effect of an assumed exchange of the outstanding public and private warrants for shares of Class A Common Stock would have been anti-dilutive for all periods presented in which the public and private warrants were outstanding.

(4)The effect of an assumed exchange of outstanding Common Units (and the cancellation of a corresponding number of shares of outstanding Class C Common Stock) would have been anti-dilutive for all periods presented in which the Common Units were outstanding.

16. 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 March 31, 2023 and December 31, 2022, there were no accruals for loss contingencies.

Litigation

The Company is a party to various legal actions arising in the ordinary course of its businesses. In accordance with ASC 450, Contingencies, the Company accrues reserves for outstanding lawsuits, claims and proceedings when a loss contingency is probable and can be reasonably estimated. The Company estimates the amount of loss contingencies using current available information from legal proceedings, advice from legal counsel and available insurance coverage. Due to the inherent subjectivity of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued or included in this aggregate amount may not represent the ultimate loss to the Company from the legal proceedings in question. Thus, the Company’s exposure and ultimate losses may be higher, and possibly significantly more, than the amounts accrued.

The Company has entered into litigation with two third parties to collect outstanding receivables totaling $19.6 million that remain outstanding from the Winter Storm Uri during February of 2021. Given the counterparties’ sufficient creditworthiness and the valid claims that we hold, no allowance has currently been established for these items as we have legally enforceable agreements with these parties.

Environmental Matters

As an owner of infrastructure assets with rights to surface lands, the Company is subject to various local and federal laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on the Company for the cost of pollution clean-up resulting from operations and subject the Company to liability for pollution damages. The Company is not aware of any environmental claims existing as of March 31,

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2023, that have not been provided for or would otherwise have a material impact on its financial position, results of operations, or liquidity.

Contingent Liabilities

Permian Gas 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. Amounts are payable on an annual basis over the earn-out period. Based on current forecasts and discussions with PDC, management revalues this contingent liability with updated assumptions at each reporting period. PDC’s actual annual Mcf volume did not exceed the incentive rate during the past three years and the Company did not expect PDC’s actual annual Mcf volume amounts to exceed forecasted amounts as of March 31, 2023; therefore, the estimated fair value of the contingent consideration liability was nil as of March 31, 2023 and December 31, 2022.

Original Altus Transaction

As part of the Transaction, the Company assumed contingent liabilities of $4.5 million related to earn-out consideration of up to 2,500,000 shares of Class A Common Stock, which was part of the original Altus transaction, as follows:

• 1,250,000 shares if the per share closing price of the Class A Common Stock as reported by the New York Stock Exchange (“NYSE”) during any 30-trading-day period ending prior to November 9, 2023 is equal to or greater than $140.00 for any 20 trading days within such 30-trading-day period.

• 1,250,000 shares if the per share closing price of the Class A Common Stock as reported by the NYSE during any 30-trading-day period ending prior to November 9, 2023 is equal to or greater than $160.00 for any 20 trading days within such 30-trading-day period.

Pursuant to ASC 805, this earn-out consideration was a pre-existing contingency and accounted for as an assumed liability to the acquirer on the acquisition date. Immediately subsequent to the Closing, the Company evaluated the earn-out consideration classification in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The Company determined the earn-out consideration to be classified as equity based on the settlement provision.

17. SEGMENTS

Our two operating segments represent the Company’s segments for which discrete financial information is available and is utilized on a regular basis by our chief operating decision maker (“CODM”) to make key operating decisions, assess performance and allocate resources. Our Chief Executive Officer is the CODM. These segments are strategic business units with differing products and services. No operating segments have been aggregated to form the reportable segments. Therefore, our two operating segments represent our reportable segments. 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) water gathering and disposal.

•Pipeline Transportation: The Pipeline Transportation segment consists of equity investment interests in four Permian Basin pipelines that access various points along the Texas Gulf Coast, ~~Brandywine~~Kinetik NGL Pipeline and Delaware Link Pipeline that is under development. The current operating pipelines transport crude oil, natural gas and NGLs.

~~Upon Closing, our CODM reviewed the Company and ALTM’s reporting segment activities.~~ The ~~Company then renamed its Gathering and Processing segment to~~ Midstream Logistics ~~and its Transmission~~ segment ~~to Pipeline Transportation. These name changes were made to better align segment activities with the name~~accounts for more than 99% of the ~~respective segment. There was no change in~~Company’s operating revenues, cost of sales (excluding depreciation and amortization), operating expenses and ad valorem expenses. The Pipeline Transportation segment ~~composition or structure for~~contains all of the ~~three~~Company’s equity method investments, which contribute more than 99% of the segment’s EBITDA. Corporate and ~~nine months ended September 30, 2022.~~

~~Table~~Other contains the Company’s executive and administrative functions, including 85% of ~~Contents~~

the Company’s general and administrative expenses and all of the Company’s debt service costs.

The following tables present the reconciliation of the segment profit measure as of and for the three ~~and nine~~ months ended ~~September 30, 2022 and 2021:~~

Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the three months ended September 30, 2022 (In thousands)
Segment net income (loss) including noncontrolling interests $ 65,525 $ 44,750 $ (60,853) $ 49,422
Add back:
Interest expense 7 — 40,457 40,464
Income tax expense — — 1,406 1,406
Depreciation and amortization 64,655 345 5 65,005
Contract assets amortization 448 — — 448
Proportionate EMI EBITDA — 78,357 — 78,357
Share-based compensation — — 12,661 12,661
Loss on disposal of assets 3,946 — — 3,946
Integration costs 14 81 2,243 2,338
Acquisition transaction costs 5 — 57 62
Other one-time costs or amortization 2,945 162 645 3,752
Deduct:
Gain on embedded derivative — — 488 488
Equity income from unconsolidated affiliates — 45,003 — 45,003
Segment adjusted EBITDA $ 137,545 $ 78,692 $ (3,867) $ 212,370

Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the three months ended September 30, 2021 (In thousands)
Segment net income (loss) including noncontrolling interests $ (6,210) $ 13,333 $ (2,483) $ 4,640
Add back:
Interest expense 27,682 2,859 — 30,541
Income tax expense 1,207 — — 1,207
Depreciation and amortization 57,026 128 — 57,154
Contract assets amortization 448 — — 448
Proportionate EMI EBITDA — 21,704 — 21,704
Loss (gain) on disposal of assets (60) 23 — (37)
Loss on debt extinguishment 56 — — 56
Other one-time costs or amortization 802 160 205 1,167
Deduct:
Interest and other income 74 — — 74
Equity income from unconsolidated affiliates — 16,826 — 16,826
Segment adjusted EBITDA $ 80,877 $ 21,381 $ (2,278) $ 99,980

March

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Table of Contents

Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the nine months ended September 30, 2022 (In thousands)
Segment net income (loss) including noncontrolling interests $ 89,274 $ 120,162 $ (7,177) $ 202,259
Add back:
Interest expense 47,411 (664) 45,838 92,585
Income tax expense (benefit) 457 (39) 1,826 2,244
Depreciation and amortization 192,007 597 5 192,609
Contract assets amortization 1,344 — — 1,344
Proportionate EMI EBITDA — 190,438 — 190,438
Share-based compensation — — 30,966 30,966
Loss (gain) on disposal of assets 12,636 — (34) 12,602
Loss (gain) on debt extinguishment 27,983 (8) — 27,975
Integration costs 933 81 8,998 10,012
Acquisition transaction costs 9 — 6,403 6,412
Other one-time costs or amortization 8,865 162 1,942 10,969
Deduct:
Gain on redemption of mandatorily redeemable Preferred units — — 9,580 9,580
Gain on embedded derivative — — 89,050 89,050
Equity income from unconsolidated affiliates — 120,706 — 120,706
Segment adjusted EBITDA $ 380,919 $ 190,023 $ (9,863) $ 561,079

Midstream Logistics Pipeline Transportation
Corporate and Other(1)
Consolidated(2)
For the nine months ended September 30, 2021 (In thousands)
Segment net income (loss) including noncontrolling interests $ (22,238) $ 37,072 $ (7,424) $ 7,410
Add back:
Interest expense 82,967 5,491 — 88,458
Income tax expense 1,207 — — 1,207
Depreciation and amortization 169,906 385 — 170,291
Contract assets amortization 1,815 — — 1,815
Proportionate EMI EBITDA — 59,677 — 59,677
Loss on disposal of assets 394 23 — 417
Gain on debt extinguishment (4) — — (4)
Derivatives loss due to Winter Storm Uri 13,456 — — 13,456
Other one-time costs or amortization 1,675 182 153 2,010
Producer settlement 6,827 — — 6,827
Deduct:
Interest and other income 115 — — 115
Equity income from unconsolidated affiliates — 44,692 — 44,692
Segment adjusted EBITDA $ 255,890 $ 58,138 $ (7,271) $ 306,757
31, 2023 and 2022:


	Midstream Logistics		Pipeline Transportation		Corporate and Other(1)		Consolidated
	(In thousands)
For the Three Months Ended March 31, 2023
Segment net income (loss) including noncontrolling interests	$	51,012	$	46,432	$	(93,145)	$	4,299
Add back:
Interest expense (income)	9		—		69,299		69,308

Income tax expense (benefit)	—		—		416		416
Depreciation and amortization	68,393		455		6		68,854
Contract assets amortization	1,655		—		—		1,655

Unrealized hedging (gain) loss	(4,987)		—		—		(4,987)
Proportionate EMI EBITDA	—		71,867		—		71,867
Share-based compensation	—		—		17,540		17,540
Loss (gain) on disposal of assets	102		—		—		102



Integration costs	7		—		918		925
Acquisition transaction costs	33		—		235		268
Other one-time costs or amortization	3,025		—		723		3,748
Deduct:
Warrant valuation adjustment	—		—		44		44


Equity income from unconsolidated affiliates	—		46,464		—		46,464
Segment adjusted EBITDA(3)	$	119,249	$	72,290	$	(4,052)	$	187,487


	Midstream Logistics		Pipeline Transportation		Corporate and Other(1)		Consolidated(2)

	(In thousands)
For the Three Months Ended March 31, 2022
Segment net income (loss) including noncontrolling interests	$	9,185	$	29,136	$	(16,932)	$	21,389
Add back:
Interest expense (income)	26,642		(1,614)		1,617		26,645
Gain on redemption of mandatorily redeemable Preferred units	—		—		(4,493)		(4,493)
Income tax expense (benefit)	457		(39)		258		676
Depreciation and amortization	60,893		130		—		61,023
Contract assets amortization	448		—		—		448
Proportionate EMI EBITDA	—		40,741		—		40,741
Share-based compensation	—		—		6,132		6,132
Loss on disposal of assets	110		—		—		110
Loss on debt extinguishment	129		—		—		129
Unrealized loss on embedded derivatives	—		—		2,886		2,886

Integration costs	4,104		—		2,047		6,151
Acquisition transaction costs	4		—		5,672		5,676
Other one-time costs or amortization	918		—		277		1,195
Deduct:



Equity income from unconsolidated affiliates	—		27,917		—		27,917
Segment adjusted EBITDA(3)	$	102,890	$	40,437	$	(2,536)	$	140,791

(1)Corporate and Other represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items.

(2)Results do not include legacy ALTM prior to February 22, 2022. Refer to Note 1 —Description of the Organization and Summary of Significant Accounting Policies in the Notes to our Condensed Consolidated Financial Statements in this Form 10-Q, for further information on the Company’s basis of presentation.

(3)Adjusted EBITDA is a non-GAAP measure; please see Key Performance Metrics in ~~Item~~“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations” of this Form 10-Q, for a definition and reconciliation to the GAAP measure.

2920

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The following tables present the revenue for individual operating segment for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021:~~2022:


		Midstream Logistics		Pipeline Transportation		Consolidated			Midstream Logistics		Pipeline Transportation		Consolidated

For the three months ended September 30, 2022		(In thousands)
									(In thousands)
For the Three Months Ended March 31, 2023								For the Three Months Ended March 31, 2023
Revenue	Revenue	$	320,667	$	733	$	321,400	Revenue	$	276,555	$	694	$	277,249
Other revenue	Other revenue	3,774		2		3,776		Other revenue	3,789		2		3,791
Total segment operating revenue	Total segment operating revenue	$	324,441	$	735	$	325,176	Total segment operating revenue	$	280,344	$	696	$	281,040

Midstream Logistics Pipeline Transportation Consolidated
For the three months ended September 30, 2021 (In thousands)
Revenue $ 165,844 $ — $ 165,844
Other revenue 740 2 742
Total segment operating revenue $ 166,584 $ 2 $ 166,586

Midstream Logistics Pipeline Transportation Consolidated
For the nine months ended September 30, 2022 (In thousands)
Revenue $ 907,771 $ 733 $ 908,504
Other revenue 9,487 6 9,493
Total segment operating revenue $ 917,258 $ 739 $ 917,997


		Midstream Logistics		Pipeline Transportation		Consolidated			Midstream Logistics		Pipeline Transportation		Consolidated

For the nine months ended September 30, 2021		(In thousands)
									(In thousands)
For the Three Months Ended March 31, 2022								For the Three Months Ended March 31, 2022
Revenue	Revenue	$	446,840	$	—	$	446,840	Revenue	$	255,373	$	—	$	255,373
Other revenue	Other revenue	3,609		6		3,615		Other revenue	1,874		2		1,876
Total segment operating revenue	Total segment operating revenue	$	450,449	$	6	$	450,455	Total segment operating revenue	$	257,247	$	2	$	257,249


Delaware						81-4675947
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Item		Page
	PART I — FINANCIAL INFORMATION (UNAUDITED)

1.	FINANCIAL STATEMENTS	1

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021	1



	CONDENSED CONSOLIDATED BALANCE SHEETS - AS OF SEPTEMBER 30, 2022 AND DECEMBER 31, 2021	2

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021	3

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021	4

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6

	1.D ESCRIPTION OF THE ORGA NIZATION AND SUMMARY OF SIGN IFICANT ACCOUNTING POLICIES	6

	2.BUSINESS COMBINATION	10

	3.REVENUE RECOGNITION	12

	4.PROPERTY, PLANT AND EQUIPMENT	13

	5.GOO DWILL AND INTANGIBLE ASSETS, NET	14

	6.DEBT AND FINANCING COSTS	14

	7.ACCRUED EXPENSES	17

	8.COMMITMENTS AND CONTINGENCIES	17

	9.EQUITY METHOD INVESTMENTS	18

	10.EQUITY AND WARRANTS	20

	11.SERIES A CUMULATIVE REDEEMABLE PREFERRED UNITS	21

	12.SHARE-BASED COMPENSATION	22

	13.INCOME TAXES	23

	14.NET INCOME PER SHARE	24

	15.FAIR VALUE MEASUREMENTS	25

	16.DERIVATIVES AND HEDGING ACTIVITIES	26

	17.SEGMENTS	27

	18.SUBSEQUENT EVENTS	30

2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31

3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	44

4.	CONTROLS AND PROCEDURES	45

	PART II — OTHER INFORMATION

1.	LEGAL PROCEEDINGS	46

1A.	RISK FACTORS	46



5.	OTHER INFORMATION	47

6.	EXHIBITS	48
	SIGNATURES	49


Item		Page
	PART I — FINANCIAL INFORMATION (UNAUDITED)

1.	FINANCIAL STATEMENTS	1

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2023 AND 2022	1



	CONDENSED CONSOLIDATED BALANCE SHEETS - AS OF MARCH 31, 2023 AND DECEMBER 31, 2022	2

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - THREE MONTHS ENDED MARCH 31, 2023 AND 2022	3

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS - THREE MONTHS ENDED MARCH 31, 2023 AND 2022	4

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	5

	1.DESCRIPTION OF THE ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	5

	2.BUSINESS COMBINATIONS	6

	3.REVENUE RECOGNITION	7

	4.PROPERTY, PLANT AND EQUIPMENT	9

	5.GOODWILL AND INTANGIBLE ASSETS, NET	9

	6.EQUITY METHOD INVESTMENTS	10

	7.DEBT AND FINANCING COSTS	11

	8.ACCRUED EXPENSES	12

	9.LEASE	12

	10.EQUITY AND WARRANTS	13

	11.FAIR VALUE MEASUREMENTS	14

	12.DERIVATIVES AND HEDGING ACTIVITIES	15

	13.SHARE-BASED COMPENSATION	17

	14.INCOME TAXES	17

	15.NET INCOME PER SHARE	18

	16.COMMITMENTS AND CONTINGENCIES	18

	17.SEGMENTS	19

	18.SUBSEQUENT EVENTS	21

2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32

4.	CONTROLS AND PROCEDURES	32

	PART II — OTHER INFORMATION

1.	LEGAL PROCEEDINGS	33

1A.	RISK FACTORS	33

2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33

5.	OTHER INFORMATION	33

6.	EXHIBITS	35
	SIGNATURES	36


		Three Months Ended September 30,*				Nine Months Ended September 30,*					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022(4)

		(In thousands, except per share data)										(In thousands, except per share data)
Operating revenues:	Operating revenues:									Operating revenues:
Service revenue	Service revenue	$	107,597	$	72,578	$	290,122	$	202,482	Service revenue		$	103,425	$	80,445
Product revenue	Product revenue	213,803		93,266		618,382		244,358		Product revenue		173,824		174,928
Other revenue	Other revenue	3,776		742		9,493		3,615		Other revenue		3,791		1,876
Total operating revenues(1)	Total operating revenues(1)	325,176		166,586		917,997		450,455		Total operating revenues(1)		281,040		257,249
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Costs of sales (exclusive of depreciation and amortization shown separately below)(2)	Costs of sales (exclusive of depreciation and amortization shown separately below)(2)	145,208		60,503		418,197		141,011		Costs of sales (exclusive of depreciation and amortization shown separately below)(2)		115,877		120,275
Operating expenses	Operating expenses	35,845		22,731		100,996		63,575		Operating expenses		35,973		29,871
Ad valorem taxes	Ad valorem taxes	5,903		3,238		15,936		9,003		Ad valorem taxes		5,458		4,153
General and administrative expenses	General and administrative expenses	23,468		6,957		72,180		17,920		General and administrative expenses		27,511		22,752
Depreciation and amortization		65,005		57,154		192,609		170,291
Loss (gain) on disposal of assets		3,946		(37)		12,602		417
Depreciation and amortization expenses										Depreciation and amortization expenses		68,854		61,023
Loss on disposal of assets										Loss on disposal of assets		102		110

Total operating costs and expenses	Total operating costs and expenses	279,375		150,546		812,520		402,217		Total operating costs and expenses		253,775		238,184
Operating income	Operating income	45,801		16,040		105,477		48,238		Operating income		27,265		19,065
Other income (expense):	Other income (expense):									Other income (expense):
Interest and other income	Interest and other income	—		3,578		250		4,141		Interest and other income		294		250
Gain on redemption of mandatorily redeemable Preferred Units	Gain on redemption of mandatorily redeemable Preferred Units	—		—		9,580		—		Gain on redemption of mandatorily redeemable Preferred Units		—		4,493
Gain (loss) on debt extinguishment		—		(56)		(27,975)		4
Gain on embedded derivative		488		—		89,050		—

Loss on embedded derivative										Loss on embedded derivative		—		(2,886)
Interest expense	Interest expense	(40,464)		(30,541)		(92,585)		(88,458)		Interest expense		(69,308)		(26,774)
Equity in earnings of unconsolidated affiliates	Equity in earnings of unconsolidated affiliates	45,003		16,826		120,706		44,692		Equity in earnings of unconsolidated affiliates		46,464		27,917
Total other income (expense), net		5,027		(10,193)		99,026		(39,621)

Total other (expense) income, net										Total other (expense) income, net		(22,550)		3,000
Income before income taxes	Income before income taxes	50,828		5,847		204,503		8,617		Income before income taxes		4,715		22,065
Income tax expense	Income tax expense	1,406		1,207		2,244		1,207		Income tax expense		416		676

Net income including noncontrolling interest	Net income including noncontrolling interest	49,422		4,640		202,259		7,410		Net income including noncontrolling interest		4,299		21,389
Net income attributable to Preferred Unit limited partners	Net income attributable to Preferred Unit limited partners	708		—		115,203		—		Net income attributable to Preferred Unit limited partners		—		4,993
Net Income attributable to common shareholders		48,714		4,640		87,056		7,410
Net income attributable to common shareholders										Net income attributable to common shareholders		4,299		16,396
Net income attributable to Common Unit limited partners	Net income attributable to Common Unit limited partners	33,778		4,640		61,817		7,410		Net income attributable to Common Unit limited partners		2,863		12,531
Net income attributable to Class A Common Shareholders		$	14,936	$	—	$	25,239	$	—
Net income attributable to Class A Common Stock Shareholders										Net income attributable to Class A Common Stock Shareholders		$	1,436	$	3,865

Net income attributable to Class A Common Shareholders per share
Net (loss) income attributable to Class A Common Shareholders per share										Net (loss) income attributable to Class A Common Shareholders per share
Basic	Basic	$	1.04	$	—	$	1.24	$	—	Basic		$	(0.06)	$	0.10
Diluted	Diluted	$	1.04	$	—	$	1.24	$	—	Diluted		$	(0.06)	$	0.10
Weighted-average shares **

Weighted-average shares(3)										Weighted-average shares(3)
Basic	Basic	41,816		—		40,042		—		Basic		47,392		37,392
Diluted	Diluted	41,855		—		40,075		—		Diluted		47,605		37,426


		September 30,		December 31,			March 31,		December 31,
		2022		2021			2023		2022

		(In thousands, except share amounts)					(In thousands, except per share data)
ASSETS	ASSETS					ASSETS
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	11,728	$	18,729	Cash and cash equivalents	$	1,984	$	6,394
Accounts receivable, net of allowance for credit losses of $1,000 in 2022 and 2021		269,634		178,107

Accounts receivable, net of allowance for credit losses of $1,000 in 2023 and 2022(1)						Accounts receivable, net of allowance for credit losses of $1,000 in 2023 and 2022(1)	199,028		204,036
Derivative assets						Derivative assets	13,834		6,963
Prepaid and other current assets	Prepaid and other current assets	37,431		20,683		Prepaid and other current assets	31,366		24,474
		318,793		217,519			246,212		241,867
NONCURRENT ASSETS:	NONCURRENT ASSETS:					NONCURRENT ASSETS:
Property, plant and equipment, net	Property, plant and equipment, net	2,528,659		1,839,279		Property, plant and equipment, net	2,634,173		2,535,212
Intangible assets, net	Intangible assets, net	722,391		786,049		Intangible assets, net	676,516		695,389

Derivative asset, non-current						Derivative asset, non-current	124		—
Operating lease right-of-use assets	Operating lease right-of-use assets	34,677		61,562		Operating lease right-of-use assets	64,097		28,551
Deferred charges and other assets	Deferred charges and other assets	25,505		22,320		Deferred charges and other assets	85,551		32,275
Investment in unconsolidated affiliates		2,372,596		626,477

Investment in unconsolidated affiliate						Investment in unconsolidated affiliate	2,412,905		2,381,340
Goodwill	Goodwill	4,557		—		Goodwill	5,077		5,077
		5,688,385		3,335,687			5,878,443		5,677,844
Total assets	Total assets	$	6,007,178	$	3,553,206	Total assets	$	6,124,655	$	5,919,711

LIABILITIES, NONCONTROLLING INTERESTS, AND EQUITY
LIABILITIES, NONCONTROLLING INTEREST, AND EQUITY						LIABILITIES, NONCONTROLLING INTEREST, AND EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Accounts payable	Accounts payable	$	16,002	$	12,220	Accounts payable	$	18,323	$	17,899
Accrued expenses	Accrued expenses	235,160		135,643		Accrued expenses	176,307		173,914

Derivative liabilities	Derivative liabilities	—		2,667		Derivative liabilities	6,662		5,718

Current portion of operating lease liabilities						Current portion of operating lease liabilities	39,773		22,810

Current portion of operating lease liabilities		25,466		31,776
Current portion of long-term debt, net		—		54,280
Other current liabilities	Other current liabilities	8,039		4,339		Other current liabilities	7,236		7,487
		284,667		240,925			248,301		227,828
NONCURRENT LIABILITIES:
Long-term debt, net		3,447,513		2,253,422
NONCURRENT LIABILITIES						NONCURRENT LIABILITIES
Long term debt, net						Long term debt, net	3,511,648		3,368,510
Contract liabilities	Contract liabilities	22,707		11,674		Contract liabilities	21,991		22,693
Operating lease liabilities	Operating lease liabilities	9,033		29,889		Operating lease liabilities	25,238		6,023

Derivative liabilities	Derivative liabilities	—		200		Derivative liabilities	27,123		8,328
Other liabilities	Other liabilities	2,867		2,219		Other liabilities	4,310		2,677
Contingent liabilities		—		839

Deferred tax liabilities	Deferred tax liabilities	13,082		7,190		Deferred tax liabilities	11,381		11,018

							3,601,691		3,419,249

		3,495,202		2,305,433
Total liabilities	Total liabilities	3,779,869		2,546,358		Total liabilities	3,849,992		3,647,077

COMMITMENTS AND CONTINGENCIES (Note 8)

COMMITMENTS AND CONTINGENCIES (Note 16)						COMMITMENTS AND CONTINGENCIES (Note 16)
Redeemable noncontrolling interest — Common Unit limited partners	Redeemable noncontrolling interest — Common Unit limited partners	3,061,861		1,006,838		Redeemable noncontrolling interest — Common Unit limited partners	2,910,861		3,112,409

EQUITY:	EQUITY:					EQUITY:

Class A Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 43,082,157 and nil shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively*		4		—
Class C Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 94,270,000 and 100,000,000 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively*		9		10
Class A Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 49,054,411 and 45,679,447 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively						Class A Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 49,054,411 and 45,679,447 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	5		5
Class C Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 94,089,038 and 94,270,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively(2)						Class C Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 94,089,038 and 94,270,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively(2)	9		9
Additional paid-in capital	Additional paid-in capital	107,182		—		Additional paid-in capital	229,672		118,840
Accumulated deficit	Accumulated deficit	(941,747)		—		Accumulated deficit	(863,452)		(958,629)

		(834,552)		10
Total liabilities, noncontrolling interests, and equity		$	6,007,178	$	3,553,206
Treasury stock, at cost (81,862 and nil shares as of March 31, 2023 and December 31, 2022, respectively)						Treasury stock, at cost (81,862 and nil shares as of March 31, 2023 and December 31, 2022, respectively)	(2,432)		—
Total equity						Total equity	(636,198)		(839,775)
Total liabilities, noncontrolling interest, and equity						Total liabilities, noncontrolling interest, and equity	$	6,124,655	$	5,919,711


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022

		(In thousands)					(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVITIES:						CASH FLOWS FROM OPERATING ACTIVITIES:
Net income including noncontrolling interests	Net income including noncontrolling interests	$	202,259	$	7,410	Net income including noncontrolling interests	$	4,299	$	21,389
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	Depreciation and amortization expense	192,609		170,291		Depreciation and amortization expense	68,854		61,023
Amortization of debt issuance costs		8,053		9,991
Amortization of deferred financing costs						Amortization of deferred financing costs	1,521		3,389
Amortization of contract costs	Amortization of contract costs	1,344		1,815		Amortization of contract costs	1,655		448
Contingent liabilities remeasurement		(839)		(377)
Distributions from unconsolidated affiliates		185,786		47,017

Distributions from unconsolidated affiliate						Distributions from unconsolidated affiliate	67,764		48,073
Derivatives settlement	Derivatives settlement	11,115		(17,959)		Derivatives settlement	974		(884)
Derivatives fair value adjustment		(103,032)		13,943
Derivative fair value adjustment						Derivative fair value adjustment	11,770		(8,745)
Warrants fair value adjustment						Warrants fair value adjustment	(44)		—
Gain on redemption of mandatorily redeemable Preferred Units	Gain on redemption of mandatorily redeemable Preferred Units	(9,580)		—		Gain on redemption of mandatorily redeemable Preferred Units	—		(4,493)
Loss on disposal of assets	Loss on disposal of assets	12,602		417		Loss on disposal of assets	102		110
Equity in earnings from unconsolidated affiliates	Equity in earnings from unconsolidated affiliates	(120,706)		(44,692)		Equity in earnings from unconsolidated affiliates	(46,464)		(27,917)
(Gain) loss on debt extinguishment		27,975		(4)
Loss on debt extinguishment						Loss on debt extinguishment	—		129
Share-based compensation	Share-based compensation	30,966		—		Share-based compensation	17,540		6,132
Deferred income taxes	Deferred income taxes	1,882		1,207		Deferred income taxes	363		676

Change in operating assets and liabilities:
Changes in operating assets and liabilities:						Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(73,927)		(118,606)		Accounts receivable	5,008		(67,446)
Other assets	Other assets	(9,583)		(7,303)		Other assets	(2,206)		(456)

Accounts payable	Accounts payable	926		(2,141)		Accounts payable	(3,175)		(6,766)
Accrued liabilities	Accrued liabilities	95,675		96,347		Accrued liabilities	(10,679)		73,961

Operating lease liabilities		(281)		1,994
Other non-current liabilities						Other non-current liabilities	1,677		—
Operating leases						Operating leases	632		(230)
Net cash provided by operating activities	Net cash provided by operating activities	453,244		159,350		Net cash provided by operating activities	119,591		98,393
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES:						CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment expenditures	Property, plant and equipment expenditures	(160,478)		(60,609)		Property, plant and equipment expenditures	(58,862)		(29,234)
Intangible assets expenditures	Intangible assets expenditures	(13,332)		(3,733)		Intangible assets expenditures	(9,755)		(3,559)
Investment in unconsolidated affiliates		(56,199)		(20,522)
Investments in unconsolidated affiliate						Investments in unconsolidated affiliate	(58,658)		—
Distributions from unconsolidated affiliate						Distributions from unconsolidated affiliate	5,793		—
Cash proceeds from disposals						Cash proceeds from disposals	14		—
Net cash (paid for) acquired in acquisitions						Net cash (paid for) acquired in acquisitions	(125,000)		13,401
Net cash used in investing activities						Net cash used in investing activities	(246,468)		(19,392)
CASH FLOWS FROM FINANCING ACTIVITIES:						CASH FLOWS FROM FINANCING ACTIVITIES:

Cash proceeds from disposals		190		3,541
Net cash acquired in acquisition		13,401		—
Net cash used in investing activities		(216,418)		(81,323)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt		3,000,000		30,189
Principal payments on long-term debt	Principal payments on long-term debt	(2,294,130)		(80,177)		Principal payments on long-term debt	—		(26,382)
Payment on debt issuance costs		(36,873)		(3,152)

Proceeds from revolver	Proceeds from revolver	537,000		33,000		Proceeds from revolver	267,000		7,000
Payment on revolver		(771,000)		(27,000)
Payments on revolver						Payments on revolver	(125,000)		—
Redemption of mandatorily redeemable Preferred Units	Redemption of mandatorily redeemable Preferred Units	(183,297)		—		Redemption of mandatorily redeemable Preferred Units	—		(60,702)
Redemption of redeemable noncontrolling interest Preferred Units		(461,460)		—
Distributions paid to mandatorily redeemable Preferred Units holders		(1,850)		—
Distributions paid to redeemable noncontrolling interest Preferred Units limited partners		(6,937)		—

Cash dividends paid to Class A Common Stock shareholders	Cash dividends paid to Class A Common Stock shareholders	(24,351)		—		Cash dividends paid to Class A Common Stock shareholders	(16,927)		—
Distributions paid to Class C Common Units limited partners		(929)		(30,189)
Equity contributions		—		14,890

Net cash used in financing activities		(243,827)		(62,439)
Distribution paid to Class C Common Unit limited partners						Distribution paid to Class C Common Unit limited partners	(174)		—

Repurchase of Class A Common Stock						Repurchase of Class A Common Stock	(2,432)		—
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	122,467		(80,084)
Net change in cash	Net change in cash	$	(7,001)	$	15,588	Net change in cash	(4,410)		(1,083)

CASH, BEGINNING OF PERIOD	CASH, BEGINNING OF PERIOD	$	18,729	$	19,591	CASH, BEGINNING OF PERIOD	6,394		18,729
CASH, END OF PERIOD	CASH, END OF PERIOD	$	11,728	$	35,179	CASH, END OF PERIOD	$	1,984	$	17,646

SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES	SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES					SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES
Cash paid for interest, net of amounts capitalized	Cash paid for interest, net of amounts capitalized	$	76,592	$	81,521	Cash paid for interest, net of amounts capitalized	$	36,745	$	25,801
Property and equipment and intangible accruals in accounts payable and accrued liabilities	Property and equipment and intangible accruals in accounts payable and accrued liabilities	$	17,717	$	9,357	Property and equipment and intangible accruals in accounts payable and accrued liabilities	$	32,715	$	14,340
Class A Common Stock issued through dividend and distribution reinvestment plan	Class A Common Stock issued through dividend and distribution reinvestment plan	$	175,453	$	—	Class A Common Stock issued through dividend and distribution reinvestment plan	$	87,658	$	—

Fair value of ALTM assets acquired	Fair value of ALTM assets acquired	$	2,446,429	$	—	Fair value of ALTM assets acquired	$	—	$	2,445,665
Class A Common Stock issued in exchange	Class A Common Stock issued in exchange	1,013,745		—		Class A Common Stock issued in exchange	—		1,013,745
ALTM liabilities and mezzanine equity assumed	ALTM liabilities and mezzanine equity assumed	$	1,432,684	$	—	ALTM liabilities and mezzanine equity assumed	$	—	$	1,431,920


	Redeemable Noncontrolling Interest — Preferred Unit Limited Partners*		Redeemable Noncontrolling Interest — Common Unit Limited Partners		Class A Common Stock			Class C Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Equity
					Shares**	Amount		Shares**	Amount


	(In thousands)				(In thousands)

For the Quarter Ended September 30, 2021
Balance at June 30, 2021	$	—	$	1,029,126	—	$	—	100,694	$	10	$	—	$	—	$	10


Net income	—		4,640		—	—		—	—		—		—		—



Balance at September 30, 2021	$	—	$	1,033,766	—	$	—	100,694	$	10	$	—	$	—	$	10

For the Quarter Ended September 30, 2022
Balance at June 30, 2022	$	563,338	$	3,251,290	40,551	$	4	94,450	$	9	$	—	$	(1,181,343)	$	(1,181,330)



Redemption of Common Units	—		(6,765)		180	—		(180)	—		6,765		—		6,765
Redemption of Preferred Units	(461,460)		—		—	—		—	—		—		—		—
Excess of carrying amount over Preferred Units redemption price	(102,586)		76,623		—	—		—	—		—		32,900		32,900
Issuance of Class A Common Stock through dividend and distribution reinvestment plan	—		—		2,351	—		—	—		87,756		—		87,756
Share-based compensation	—		—		—	—		—	—		12,661		—		12,661

Net income	708		33,778		—	—		—	—		—		14,936		14,936
Change in redemption value of noncontrolling interests	—		(222,227)		—	—		—	—		—		222,227		222,227
Distributions paid to Common Unit limited partners	—		(70,838)		—	—		—	—		—		—		—
Dividends on Class A Common Stock ($0.75 per share)	—		—		—	—		—	—		—		(30,467)		(30,467)
Balance at September 30, 2022	$	—	$	3,061,861	43,082	$	4	94,270	$	9	$	107,182	$	(941,747)	$	(834,552)


	Acquisition Date	Acquisition	Considerations Transferred		Current Assets		Property Plant & Equipment		Intangible Assets		Other Long Term Assets		Goodwill		Liabilities		Noncontrolling Interest
			(In thousands)
(1)	Q1 2023	Midstream Infrastructure Assets and Incentive and Acceleration Agreement(a)	$	125,000	$	4,736	$	61,850	$	3,150	$	55,264	$	—	$	—	$	—
(2)	Q1 2022	Altus Midstream Company (“ALTM”)	$	1,013,745	$	38,750	$	634,923	$	13,200	$	1,752,500	$	5,077	$	(967,988)	$	(462,717)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(In thousands)	Pro forma		Pro forma		Pro forma		Pro forma
Revenues	$	325,176	$	201,134	$	944,850	$	554,742
Net income including noncontrolling interest	$	46,968	$	28,518	$	193,083	$	64,165


	Amount
Fiscal Year	(In thousands)
Remaining of 2022	$	2,151
2023	44,597
2024	40,247
2025	47,898
2026	34,631
Thereafter	191,293
	$	360,817


							March 31,		December 31,
		September 30, 2022		December 31, 2021			2023		2022

		(In thousands)					(In thousands)
Gathering, processing and transmission systems and facilities		$	2,850,062	$	2,121,434
Gathering, processing, and transmission systems and facilities						Gathering, processing, and transmission systems and facilities	$	3,004,016	$	2,904,084
Vehicles	Vehicles	8,026		6,090		Vehicles	10,331		9,290
Computers and equipment	Computers and equipment	4,255		4,271		Computers and equipment	5,504		4,289
Less: accumulated depreciation		(437,049)		(337,030)
Less: accumulated depreciation and accretion						Less: accumulated depreciation and accretion	(512,451)		(474,258)
Total depreciable assets, net	Total depreciable assets, net	2,425,294		1,794,765		Total depreciable assets, net	2,507,400		2,443,405
Construction in progress	Construction in progress	82,834		24,888		Construction in progress	104,900		70,325
Land	Land	20,531		19,626		Land	21,873		21,482
Total property, plant and equipment, net		$	2,528,659	$	1,839,279
Total property, plant, and equipment, net						Total property, plant, and equipment, net	$	2,634,173	$	2,535,212



	Ownership	September 30, 2022		December 31, 2021

		(In thousands)

Permian Highway Pipeline LLC(1)	53.3%	$	1,459,096	$	626,477
Breviloba, LLC (Shin Oak)	33.0%	462,691		—
Gulf Coast Express Pipeline LLC	16.0%	450,809		—
		$	2,372,596	$	626,477


			Permian Highway Pipeline LLC			Breviloba, LLC		Gulf Coast Express Pipeline LLC			Total(2)			Permian Highway Pipeline LLC		Breviloba, LLC			Gulf Coast Express Pipeline LLC		Total
					Gulf Coast Express Pipeline LLC					Permian Highway Pipeline LLC

																		(In thousands)
		(In thousands)
Balance at December 31, 2021			$	626,477		$	—	$	—		$	626,477
Balance at December 31, 2022													Balance at December 31, 2022	$	1,474,800	$	455,057		$	451,483	$	2,381,340
Acquisitions	Acquisitions		815,000			470,000		470,000			1,755,000		Acquisitions	—		—					—
Contributions	Contributions		56,199			—		—			56,199		Contributions	57,218		—			—		57,218
Distributions	Distributions		(125,526)			(25,810)		(34,450)			(185,786)		Distributions	(42,570)		(11,869)			(19,118)		(73,557)

Capitalized interest													Capitalized interest	1,440		—			—		1,440
Equity income, net(1)	Equity income, net(1)		86,946			18,501		15,259			120,706		Equity income, net(1)	28,937		7,738			9,789		46,464

Balance at September 30, 2022			$	1,459,096		$	462,691	$	450,809		$	2,372,596
Balance at March 31, 2023													Balance at March 31, 2023	$	1,519,825	$	450,926		$	442,154	$	2,412,905


	Units Outstanding	Amount

	(In thousands, except for unit data)
Redeemable noncontrolling interest — Preferred Units, immediately upon Closing of Transaction(1)	396,417	$	462,717

Redemption, including PIK units	(396,417)	(461,460)

Cash distribution paid to Preferred Unit limited partners	—	(6,937)

Allocation of net income	—	18,128
Accreted redemption value adjustment	—	97,075
Excess of carrying amount over redemption price	—	(109,523)
Redeemable noncontrolling interest — Preferred Units, as of September 30, 2022	—	$	—


		Three Months Ended September 30,*						Nine Months Ended September 30,*							Three Months Ended March 31,
		2022		2021		% Change		2022		2021		% Change					2023		2022*		% Change

		(In thousands, except percentages)														(In thousands, except percentages)
Midstream Logistics	Midstream Logistics	$	137,545	$	80,877	70	%	$	380,919	$	255,890	49	%	Midstream Logistics			$	119,249	$	102,890	16	%
Pipeline Transportation	Pipeline Transportation	78,692		21,381		268	%	190,023		58,138		227	%	Pipeline Transportation			72,290		40,437		79	%
Corporate and Other**	Corporate and Other**	(3,867)		(2,278)		70	%	(9,863)		(7,271)		36	%	Corporate and Other**			(4,052)		(2,536)		60	%
Total segment adjusted EBITDA	Total segment adjusted EBITDA	$	212,370	$	99,980	112	%	$	561,079	$	306,757	83	%	Total segment adjusted EBITDA			$	187,487	$	140,791	33	%


		For the Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021					2023		2022

		(In thousands)				(In thousands)
Cash provided by operating activities	Cash provided by operating activities	$	453,244	$	159,350			Cash provided by operating activities	$	119,591	$	98,393
Cash used in investing activities	Cash used in investing activities	$	(216,418)	$	(81,323)			Cash used in investing activities	$	(246,468)	$	(19,392)
Cash used in financing activities		$	(243,827)	$	(62,439)

Cash provided by (used in) financing activities								Cash provided by (used in) financing activities	$	122,467	$	(80,084)


Period	Total Number of Shares Purchased(1)	Average Price per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plan(1)	Maximum number (or approximate dollar value) of Shares that May Yet be Purchased under the Plans
January 1 to January 31, 2023	—	$	—	—	$	100,000,000
February 1 to February 28, 2023	—	—		—	100,000,000
March 1 to March 31, 2023	81,862	29.71		81,862	97,567,798
Total	81,862	$	29.71	81,862	$	97,567,798


* 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.


		KINETIK HOLDINGS INC.

Dated:	~~November 9, 2022~~May 4, 2023	/s/ Jamie Welch
		Jamie Welch
		Chief Executive Officer, President, Chief Financial Officer and Director
		(Principal Executive Officer)

Dated:	~~November 9, 2022~~May 4, 2023	/s/ Steven Stellato
		Steven Stellato
		Executive Vice President, Chief Accounting and Chief Administrative Officer
		(Principal Financial Officer)