ALPINE HIGH MIDSTREAM
NOTES TO COMBINED FINANCIAL STATEMENTS
(unaudited)
Alpine High Gathering LP, a Delaware limited partnership, Alpine High Pipeline LP, a Delaware limited partnership, Alpine High Processing LP, a Delaware limited partnership, and Alpine High NGL Pipeline LP, a Delaware limited partnership (collectively, “Alpine High Midstream,” or the “Partnership”), each are wholly owned subsidiaries of Apache Midstream LLC, a Delaware limited liability company and a wholly owned subsidiary of Apache Corporation, a Delaware corporation (“Apache” or “Parent”). These entities comprising Alpine High Midstream were formed between May 26, 2016 and January 12, 2017 in connection with the commencement of construction of midstream assets supporting Apache’s Alpine High upstream oil and gas development (“Alpine High”). On July 2, 2018, the Partnership converted from Delaware limited liability companies to Delaware limited partnerships with no impact to its combined financial statements.
The Partnership owns, develops, and operates a midstream energy asset network in the Southern Delaware Basin of West Texas. Construction on the assets began in the fourth quarter of 2016, and operations commenced in the second quarter of 2017. The Partnership’s operations consist of one reportable segment.
On August 8, 2018, Apache and Kayne Anderson Acquisition Corp. (“KAAC”) announced an agreement pursuant to which Apache will contribute the entities comprising Alpine High Midstream into a newly formed limited partnership, Altus Midstream LP. KAAC will contribute approximately $952.0 million in cash, less anticipated transaction expenses and any amount associated with potential KAAC share redemptions. The partnership will be jointly owned by Apache and KAAC. Upon closing, KAAC will be renamed Altus Midstream Company (together with Altus Midstream LP, “Altus Midstream”). Apache will own an estimated 71 percent interest in Altus Midstream, adjusted accordingly for any KAAC share redemptions. The transaction is subject to approval by KAAC shareholders, as well as other customary closing conditions. Closing is expected in the fourth quarter of 2018.
2. | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
These combined financial statements of Alpine High Midstream without audit are presented on a combined basis as the entities are under common control and management. All transactions and accounts between and among the combined entities have been eliminated. They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods, on a basis consistent with the annual audited financial statements, with the exception of Accounting Standards Update(ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (see “Revenue Recognition” section in this Note 2 below).
The accompanying financial statements have been recast for all periods presented to reflect the change in each Partnership reporting entity from Delaware limited liability companies to Delaware limited partnerships, and the related impacts on the capital structure.
Only assets and liabilities to which Alpine High Midstream has legal rights and obligations are included in the combined financial statements. The combined statement of operations includes all revenues and expenses directly attributable to Alpine High Midstream, as well as certain allocations and a management fee for administrative support services performed by centralized departments within Apache, such as information technology, risk management, corporate planning, accounting, cash management and others. As such, the combined financial information included herein may not necessarily reflect the financial position, results of operations, and cash flows of Alpine High Midstream in the future or what they would have been had Alpine High Midstream been a separate, stand-alone entity during the periods presented.
Use of Estimates
Preparation of the Partnership’s combined financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Significant estimates with regard to these financial statements include the estimate of asset retirement obligations, the calculation of income taxes, contingency obligations and the allocation of administrative costs for services performed by Apache.
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