Altus Midstream Company July 2020 Disclaimer FORWARD LOOKING STATEMENTS The information in this presentation and the oral statements made in connection therewith include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact, included in this presentation regarding Altus Midstream Company's ("Altus Mi ...

Altus Midstream Company (ALTM) Q1 2020 Earnings Conference Call May 7, 2020 2:00 PM ET Company Participants Patrick Cassidy - Director of IR David Bretches - Chairman, CEO & President Ben Rodgers - CFO, Treasurer Conference Call Participants Spiro Dounis - Credit Suisse Operator Ladies and gentlemen, thank you for standing by. And welcome to the Altus Midstream Company First Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, the ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-38048 Altus Midstream Company (Exact name of registrant as specified in its charter) (State or other jurisd ...

Company Overview - Altus Midstream is a pure-play, Permian to Gulf Coast midstream C-corp with interests in premier JV pipelines and state-of-the-art gathering and processing assets[7] - Apache Corporation holds approximately 79% ownership in Altus Midstream, with public investors holding the remaining approximately 21%[7] Joint Venture Pipelines - Altus Midstream has equity method interests in four joint venture pipeline projects: Gulf Coast Express (GCX), EPIC Crude, Permian Highway, and Shin Oak[10] - Altus owns 16% of GCX[10], ~27% of PHP[14], 33% of Shin Oak[10], and 15% of EPIC Crude[10] - The Permian Highway Pipeline (PHP) is expected to be in service in 1Q21 with a capacity of 2.1 Bcf/d[11, 14] - The EPIC Crude Pipeline has a current capacity of approximately 590 MBPD[16] Gathering & Processing - Altus Midstream has 600 MMcf/d of rich gas processing capacity from three cryo trains[19] - The company also has 400 MMcf/d of lean gas treating/compression capacity[19] Financials - The company expects 2020 Adjusted EBITDA of $150 – 190 million, with 55-65% attributable to JV pipeline projects[23] - 2020 Distributable Cash Flow is projected to be in the range of $80 – 100 million[23] - 2020 Growth Capital Investments are expected to be $300 – 360 million, with over 95% attributable to JV pipes[23]

Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the transition period from ________ to ________ Commission file number 001-38048 Altus Midstream Company (Exact name of registrant as specified in its charter) Delaware 81-4675947 (State or ...

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents Altus Midstream Company's unaudited consolidated financial statements for Q3 and nine months ended September 30, 2019, detailing operations, balance sheet, cash flows, and key accounting notes [Statement of Consolidated Operations](index=6&type=section&id=STATEMENT%20OF%20CONSOLIDATED%20OPERATIONS) For Q3 2019, revenues increased to **$34.0 million**, but a **$9.3 million** impairment and higher costs led to a **$6.6 million** operating loss and **$4.9 million** net loss for Class A shareholders Consolidated Operations Summary (Q3 2019 vs Q3 2018) | Metric | Three Months Ended Sep 30, 2019 (in millions) | Three Months Ended Sep 30, 2018 (in millions) | | :--- | :--- | :--- | | **Total Revenues** | $34.009 | $25.437 | | **Total Costs and Expenses** | $40.592 | $25.153 | | **Operating Income (Loss)** | ($6.583) | $0.284 | | **Net Loss Attributable to Class A Shareholders** | ($4.864) | $19.208 | | **Basic EPS** | ($0.06) | $0.09 | - The company recorded a **$9.3 million** impairment charge in Q3 2019, which was not present in the prior year, significantly contributing to the operating loss[17](index=17&type=chunk) - For the nine months ended September 30, 2019, revenues nearly doubled to **$92.0 million** from **$50.1 million** in the prior year period, though the company still posted a net loss attributable to Class A shareholders of **$6.1 million**[17](index=17&type=chunk) [Consolidated Balance Sheet](index=9&type=section&id=CONSOLIDATED%20BALANCE%20SHEET) Total assets grew to **$2.66 billion** by September 30, 2019, driven by **$1.09 billion** in equity method interests, funded by new debt and preferred units, while cash decreased significantly Key Balance Sheet Items (As of Sep 30, 2019 vs Dec 31, 2018) | Account | Sep 30, 2019 (in millions) | Dec 31, 2018 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $2.594 | $449.935 | | Property, Plant and Equipment, net | $1,443.050 | $1,226.897 | | Equity method interests | $1,094.564 | $91.100 | | **Total Assets** | **$2,661.835** | **$1,857.319** | | Long-Term Debt | $235.000 | $0 | | Redeemable noncontrolling interest - Preferred Units | $538.413 | $0 | | **Total Liabilities, Noncontrolling Interests, and Equity** | **$2,661.835** | **$1,857.319** | [Statement of Consolidated Cash Flows](index=11&type=section&id=STATEMENT%20OF%20CONSOLIDATED%20CASH%20FLOWS) For the first nine months of 2019, operating activities generated **$39.4 million**, but **$1.315 billion** was used in investing, primarily for pipeline projects, resulting in a **$447.3 million** net cash decrease Cash Flow Summary (Nine Months Ended Sep 30, 2019) | Cash Flow Category | Amount (in millions) | | :--- | :--- | | Net Cash Provided by Operating Activities | $39.436 | | Net Cash Used in Investing Activities | ($1,315.047) | | Net Cash Provided by Financing Activities | $828.270 | | **Net Decrease in Cash and Cash Equivalents** | **($447.341)** | - Major uses of cash in investing activities included **$307.0 million** in capital expenditures and **$1.008 billion** for acquisitions and contributions to equity method interests (pipelines)[28](index=28&type=chunk) - Financing activities were driven by **$611.2 million** in net proceeds from redeemable preferred units and **$235.0 million** from the revolving credit facility[28](index=28&type=chunk) [Notes to Consolidated Financial Statements](index=15&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes detail significant accounting policies, including reliance on Apache, terms of new financing, a **$9.3 million** asset impairment, and substantial investments in four long-haul pipeline projects - The company's operations consist of one reportable segment focused on gas gathering, processing, and transmission assets in the Permian Basin, with Apache Corporation being its sole customer for all periods presented[41](index=41&type=chunk)[81](index=81&type=chunk) - In Q3 2019, the company cancelled construction on a compressor station, resulting in a **$9.3 million** impairment charge and the reclassification of **$18.1 million** in components to 'assets held for sale'[97](index=97&type=chunk) - As of September 30, 2019, the company had exercised four of its five Pipeline Options, resulting in equity method interests totaling **$1.09 billion** in entities like Gulf Coast Express, EPIC Crude, Permian Highway, and Breviloba (Shin Oak)[117](index=117&type=chunk)[118](index=118&type=chunk) - On June 12, 2019, Altus Midstream issued **625,000** Series A Cumulative Redeemable Preferred Units for net proceeds of approximately **$611.2 million**, carrying a **7%** distribution rate and classified as temporary equity[132](index=132&type=chunk)[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2019 financial performance, noting revenue growth from increased throughput, a net loss due to impairment, and significant capital deployment for pipeline investments [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q3 2019 midstream revenue increased by **$8.6 million** to **$34.0 million** due to higher throughput, but total costs rose to **$40.6 million** due to a **$9.3 million** impairment and increased depreciation Key Performance Metrics (Q3 2019 vs Q3 2018) | Metric | Three Months Ended Sep 30, 2019 (in millions) | Three Months Ended Sep 30, 2018 (in millions) | | :--- | :--- | :--- | | **Midstream Services Revenue** | $34.009 | $25.437 | | **Operations and Maintenance** | $13.063 | $16.579 | | **Impairments** | $9.338 | $0 | | **Operating Income (Loss)** | ($6.583) | $0.284 | | **Adjusted EBITDA** | $17.816 | $5.767 | - The increase in Q3 revenue was primarily driven by higher throughput of rich natural gas volumes, which added approximately **$7.8 million**[174](index=174&type=chunk) - A **$9.3 million** impairment charge was recorded in Q3 2019 related to the cancellation of construction on a planned compressor station[180](index=180&type=chunk)[186](index=186&type=chunk) [Capital Resources and Liquidity](index=42&type=section&id=Capital%20Resources%20and%20Liquidity) Liquidity dramatically changed in Q1-Q3 2019, with **$611.2 million** from preferred units and **$235.0 million** from credit facility funding significant capital expenditures, including a **$442 million** investment in the Shin Oak NGL pipeline Liquidity Summary (As of Sep 30, 2019) | Metric | Amount (in millions) | | :--- | :--- | | Cash and cash equivalents | $2.594 | | Total debt | $252.562 | | Available committed borrowing capacity | $415.000 | - In Q3 2019, the company exercised its fourth Pipeline Option, acquiring a **33%** interest in the Shin Oak NGL pipeline for approximately **$442 million**[200](index=200&type=chunk) - Primary sources of cash for the nine months ended Sep 30, 2019 were **$611.2 million** from the issuance of Preferred Units and **$235.0 million** from the revolving credit facility[205](index=205&type=chunk)[215](index=215&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company identifies its primary market risks as indirect commodity price risk and direct credit risk, with revenue sensitivity to Apache's production volumes and concentrated credit exposure - The company has indirect exposure to commodity price risk, as adverse price changes could affect Apache's economic decisions to develop and produce, which in turn impacts Altus's service volumes and revenues[223](index=223&type=chunk) - Credit risk is concentrated with its primary customer, Apache Corporation, and any potential future third-party customers[225](index=225&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's disclosure controls and procedures were effective as of September 30, 2019, with no material changes to internal controls - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2019[226](index=226&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[228](index=228&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) The company is not aware of any pending or threatened legal proceedings as of the filing date of this quarterly report - As of the filing of the Form 10-Q, the company is not aware of any pending or threatened legal proceedings[231](index=231&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20RISK%20FACTORS) There have been no material changes to the company's risk factors since its 2018 Annual Report on Form 10-K - There have been no material changes to the company's risk factors since its 2018 Annual Report on Form 10-K[232](index=232&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including officer certifications and financial data in Inline XBRL format - Key exhibits filed include certifications by the Principal Executive Officer and Principal Financial Officer as required by SEC rules[234](index=234&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-38048 Altus Midstream Company (Exact name of registrant as specified in its charter) (State or other jurisdi ...

[Preliminary Information](index=3&type=section&id=Preliminary%20Information) This section provides essential introductory details, including forward-looking statement disclaimers, risk factors, and a glossary of industry-specific terms [Forward-Looking Statements and Risk](index=3&type=section&id=Forward-Looking%20Statements%20and%20Risk) This section outlines the nature of forward-looking statements and lists important factors that could cause actual results to differ materially from expectations - The report includes 'forward-looking statements' based on historical operating trends, production, and growth forecasts of Apache Corporation's Alpine High field development[9](index=9&type=chunk) - Important factors that could cause actual results to differ materially include market prices of oil, natural gas, and NGLs; pipeline and gathering system capacity; production rates; economic and competitive conditions; availability of capital; and legislative, regulatory, or policy changes[10](index=10&type=chunk)[11](index=11&type=chunk) [Glossary of Terms](index=5&type=section&id=Glossary%20of%20Terms) This section defines key abbreviations and terms used in the oil and natural gas industry, noting the name change of Alpine High Entities to Altus Midstream - Effective February 14, 2019, each of the Alpine High Entities' names were changed to replace 'Alpine High' with 'Altus Midstream'[14](index=14&type=chunk) - Key terms defined include Bbl (barrel), Bcf (billion cubic feet), Btu (British thermal unit), Field, Formation, MBbl (thousand barrels), Mcf (thousand cubic feet), MMcf (million cubic feet), and NGLs (natural gas liquids)[15](index=15&type=chunk) [PART I — FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This part presents the company's unaudited consolidated financial statements, management's discussion and analysis, and disclosures on market risk and controls [ITEM 1. FINANCIAL STATEMENTS](index=6&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents Altus Midstream Company's unaudited consolidated financial statements, including statements of operations, balance sheet, cash flows, and equity - The consolidated financial statements are unaudited and prepared in accordance with GAAP, with certain information and disclosures omitted as permitted by SEC rules[34](index=34&type=chunk) - Altus Midstream Company operates through its consolidated subsidiaries, owning gas gathering, processing, and transmission assets in the Permian Basin and equity interests in five Permian Basin pipelines[36](index=36&type=chunk)[131](index=131&type=chunk) [Statement of Consolidated Operations](index=6&type=section&id=STATEMENT%20OF%20CONSOLIDATED%20OPERATIONS) This statement details the company's revenues, costs, operating income, and net income for the three months ended March 31, 2019 and 2018 | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (YoY) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Total Revenues | $33,847 | $12,099 | +$21,748 | | Total Costs and Expenses | $29,616 | $19,669 | +$9,947 | | Operating Income (Loss) | $4,231 | $(7,570) | +$11,801 | | Net Income (Loss) including NCI | $5,728 | $(12,607) | +$18,335 | | Net Income (Loss) Attributable to Class A Common Shareholders | $1,100 | $(12,607) | +$13,707 | | Basic EPS | $0.01 | $(0.09) | +$0.10 | | Diluted EPS | $0.01 | $(0.09) | +$0.10 | [Consolidated Balance Sheet](index=7&type=section&id=CONSOLIDATED%20BALANCE%20SHEET) This balance sheet provides a snapshot of the company's assets, liabilities, and equity as of March 31, 2019, and December 31, 2018 | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | Change | | :----------------------------------- | :-------------------------------- | :--------------------------------- | :----- | | Total Current Assets | $226,042 | $468,030 | $(241,988) | | Property, Plant and Equipment, net | $1,359,733 | $1,226,897 | +$132,836 | | Total Assets | $1,868,008 | $1,857,319 | +$10,689 | | Total Current Liabilities | $101,046 | $98,521 | +$2,525 | | Total Liabilities | $135,494 | $130,533 | +$4,961 | | Redeemable Noncontrolling Interest | $1,504,500 | $1,940,500 | $(436,000) | | Total Equity | $228,014 | $(213,714) | +$441,728 | [Statement of Consolidated Cash Flows](index=9&type=section&id=STATEMENT%20OF%20CONSOLIDATED%20CASH%20FLOWS) This statement outlines the company's cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2019 | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net Cash Provided by Operating Activities | $10,054 | $0 | | Net Cash Used in Investing Activities | $(282,551) | $0 | | Net Decrease in Cash and Cash Equivalents | $(272,497) | $0 | | Cash and Cash Equivalents at End of Period | $177,438 | $0 | - Capital expenditures for the three months ended March 31, 2019, were **$164.5 million**, and contributions to equity method interests totaled **$66.2 million**, with an additional **$51.8 million** for the acquisition of an equity method interest[27](index=27&type=chunk) [Statement of Consolidated Changes in Equity and Noncontrolling Interest](index=10&type=section&id=STATEMENT%20OF%20CONSOLIDATED%20CHANGES%20IN%20EQUITY%20AND%20NONCONTROLLING%20INTEREST) This statement details changes in the company's equity and redeemable noncontrolling interest from December 31, 2018, to March 31, 2019 | Metric | Balance at Dec 31, 2018 (in thousands) | Net Income (in thousands) | Change in Redemption Value of NCI (in thousands) | Balance at Mar 31, 2019 (in thousands) | | :----------------------------------- | :------------------------------------- | :------------------------ | :----------------------------------------------- | :------------------------------------- | | Redeemable Noncontrolling Interest | $1,940,500 | $4,628 | $(440,628) | $1,504,500 | | Total Equity | $(213,714) | $1,100 | $440,628 | $228,014 | [Notes to Consolidated Financial Statements](index=11&type=section&id=NOTES%20TO%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, transactions, and specific accounts [Note 1. Summary of Significant Accounting Policies](index=11&type=section&id=Note%201.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's accounting policies, including consolidation principles, VIE treatment, reverse recapitalization, and new lease accounting standards - Altus Midstream Company consolidates Altus Midstream because it is the primary beneficiary of this variable interest entity (VIE), having the power to direct its activities and the right to receive benefits or absorb losses[42](index=42&type=chunk)[45](index=45&type=chunk) - The Business Combination was accounted for as a **reverse recapitalization**, treating Altus Midstream Company as the acquired company for financial reporting purposes, with the historical operations of the Altus Midstream Entities deemed those of the Company[46](index=46&type=chunk)[47](index=47&type=chunk) - The Company adopted ASU 2016-02, 'Leases (Topic 842),' on January 1, 2019, recognizing right-of-use (ROU) assets and lease liabilities for most operating leases[53](index=53&type=chunk) | Lease Type | Weighted Average Remaining Lease Term | Weighted Average Discount Rate | | :--------------- | :------------------------------------ | :----------------------------- | | Operating Leases | 3.4 years | 4.2% | | Finance Lease | 0.8 years | 4.2% | [Note 2. Recapitalization Transaction](index=15&type=section&id=Note%202.%20RECAPITALIZATION%20TRANSACTION) This note describes the Business Combination where KAAC acquired Altus Midstream Entities, resulting in Altus Midstream Company holding a 23.1% controlling interest - On November 9, 2018, KAAC acquired the entire equity interests of the Altus Midstream Entities and Pipeline Options from Apache, referred to as the Business Combination[64](index=64&type=chunk)[69](index=69&type=chunk) - Following the Business Combination, Altus Midstream Company holds an approximate **23.1% controlling interest** in Altus Midstream, and Apache holds the remaining **76.9% noncontrolling interest**[65](index=65&type=chunk) - Apache is the largest single holder of the Company's voting common stock, comprising **100% of newly-created Class C Common Stock** and approximately **9.8% of economic Class A Common Stock**[66](index=66&type=chunk) [Note 3. Transactions with Affiliates](index=16&type=section&id=Note%203.%20TRANSACTIONS%20WITH%20AFFILIATES) This note outlines significant related-party transactions with Apache Corporation, which serves as the company's sole customer and primary service provider - Apache Corporation is the Company's only customer for midstream services revenue, which includes gas gathering, compression, processing, and transportation[75](index=75&type=chunk) - The Company has no employees and contracts with Apache for operational, maintenance, and management services under the COMA, incurring G&A and operations and maintenance expenses[77](index=77&type=chunk)[80](index=80&type=chunk) | Expense Type | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | | :--------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Operations and maintenance | $2,900 | $2,300 | | General and administrative | $1,600 | $1,600 | [Note 4. Revenue Recognition](index=18&type=section&id=Note%204.%20REVENUE%20RECOGNITION) This note details the company's revenue recognition policies under ASC 606, disaggregating midstream services revenue by type and recognition over time - The Company adopted Accounting Standard Update (ASU) 2014-09, 'Revenue from Contracts with Customers (ASC 606),' on January 1, 2018[84](index=84&type=chunk) - Revenues are generated from fee-based midstream service agreements with Apache, which have no minimum volume commitments but are underpinned by acreage dedications, and are recognized over time as services are consumed[85](index=85&type=chunk)[86](index=86&type=chunk) | Midstream Service Revenue — Affiliate | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (YoY) | | :------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Gas gathering | $3,613 | $609 | +$3,004 | | Gas processing | $25,286 | $7,705 | +$17,581 | | Transmission | $4,853 | $3,785 | +$1,068 | | NGL transmission | $95 | $0 | +$95 | | Total | $33,847 | $12,099 | +$21,748 | [Note 5. Property, Plant and Equipment](index=19&type=section&id=Note%205.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) This note provides a detailed breakdown of the company's property, plant, and equipment, including gathering, processing, and transmission systems, and construction in progress | Asset Category | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | Change | | :-------------------------------------------- | :------------------------------ | :------------------------------- | :----- | | Gathering, processing and transmission systems and facilities | $824,687 | $729,585 | +$95,102 | | Construction in progress | $528,837 | $521,609 | +$7,228 | | Finance lease asset | $34,749 | $0 | +$34,749 | | Total property, plant and equipment, net | $1,359,733 | $1,226,897 | +$132,836 | - Construction in progress includes capitalized interest of **$5.4 million** at March 31, 2019, and these costs are excluded from depreciation until assets are placed into productive service[90](index=90&type=chunk)[91](index=91&type=chunk) [Note 6. Debt and Financing Costs](index=19&type=section&id=Note%206.%20DEBT%20AND%20FINANCING%20COSTS) This note describes Altus Midstream's revolving credit facility, including its maturity, interest rate options, restrictive covenants, and components of financing costs - Altus Midstream entered into a **$450.0 million revolving credit facility** in November 2018, maturing in November 2023, with no borrowings or letters of credit outstanding as of March 31, 2019[92](index=92&type=chunk)[168](index=168&type=chunk) - The credit facility contains restrictive covenants, including a debt-to-capital ratio not greater than **30.0%** during the Initial Period, and Altus Midstream was in compliance as of March 31, 2019[95](index=95&type=chunk)[96](index=96&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk) | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | | :------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Interest income | $2,161 | $0 | | Interest expense | $709 | $2,490 | | Capitalized interest | $(394) | $(2,490) | | Financing costs, net of capitalized interest | $508 | $0 | [Note 7. Other Current Liabilities](index=21&type=section&id=Note%207.%20OTHER%20CURRENT%20LIABILITIES) This note details the company's other current liabilities, including accrued capital costs, operations and maintenance expense, and current operating lease liability | Liability Category | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :------------------------------------- | :------------------------------ | :------------------------------- | | Accrued capital costs | $63,001 | $80,696 | | Accrued operations and maintenance expense | $2,583 | $2,863 | | Accrued taxes other than income | $2,528 | $69 | | Accrued interest | $493 | $232 | | Current operating lease liability | $586 | $0 | | Other | $2,855 | $1,066 | | Total other current liabilities | $72,046 | $84,926 | [Note 8. Asset Retirement Obligation](index=21&type=section&id=Note%208.%20ASSET%20RETIREMENT%20OBLIGATION) This note describes changes in the company's Asset Retirement Obligation liability, reflecting estimated future costs for dismantlement and site reclamation | Metric | Amount (in thousands) | | :------------------------------------ | :-------------------- | | Asset retirement obligation at Dec 31, 2018 | $29,369 | | Liabilities incurred during the period | $483 | | Accretion expense | $364 | | Asset retirement obligation at Mar 31, 2019 | $30,216 | - ARO reflects the estimated present value of costs for dismantlement, removal, site reclamation, and similar activities associated with the Company's central processing facilities, gathering systems, and pipelines[100](index=100&type=chunk) [Note 9. Commitments and Contingencies](index=22&type=section&id=Note%209.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's contractual obligations, including midstream service agreements, G&A support services, lease agreements, and future capital expenditures - Altus Midstream has fee-based midstream service agreements with Apache, obligating it to perform services on all volumes produced from dedicated acreage in Alpine High[104](index=104&type=chunk) - Under the COMA with Apache, Altus Midstream will pay fixed annual fees for G&A support services: **$3.0 million for 2019**, **$5.0 million for 2020**, **$7.0 million for 2021**, and **$9.0 million annually thereafter**[105](index=105&type=chunk) - The company has an operating lease agreement with Apache for office and storage facilities in Reeves County, Texas, with an initial term of **four years**[106](index=106&type=chunk) - Exercising Pipeline Options to acquire equity interests in third-party pipeline projects may require funding future capital expenditures for their equity share[107](index=107&type=chunk) [Note 10. Equity Method Interests](index=23&type=section&id=Note%2010.%20EQUITY%20METHOD%20INTERESTS) This note details the company's equity method interests in Permian Basin pipelines, including Gulf Coast Express Pipeline LLC and EPIC Crude Holdings, LP - As of March 31, 2019, the Company owns **15.0% equity method interests** in Gulf Coast Express Pipeline LLC and EPIC Crude Holdings, LP, having exercised two of its five Pipeline Options[110](index=110&type=chunk)[111](index=111&type=chunk) | Equity Method Interest | Balance at Dec 31, 2018 (in thousands) | Acquisitions (in thousands) | Contributions (in thousands) | Income (in thousands) | Balance at Mar 31, 2019 (in thousands) | | :--------------------- | :------------------------------------- | :-------------------------- | :--------------------------- | :-------------------- | :------------------------------------- | | Gulf Coast Express Pipeline LLC | $91,100 | $0 | $66,224 | $270 | $157,594 | | EPIC Crude Holdings, LP | $0 | $51,809 | $0 | $0 | $51,809 | | Total | $91,100 | $51,809 | $66,224 | $270 | $209,403 | [Note 11. Income Taxes](index=23&type=section&id=Note%2011.%20INCOME%20TAXES) This note clarifies the company's income tax structure, deferred tax assets and liabilities, and factors impacting the effective income tax rate - Altus Midstream Company is subject to U.S. federal income tax and Texas Margin tax; Altus Midstream LP is a partnership for federal income tax purposes but records a state income tax provision[113](index=113&type=chunk) - As of March 31, 2019, Altus Midstream Company had a net deferred tax asset of **$67.3 million**, and Altus Midstream LP had a net deferred state income tax liability of **$2.8 million**[113](index=113&type=chunk) - The effective income tax rate for Q1 2019 was primarily impacted by net income attributable to the noncontrolling interest and state income taxes[114](index=114&type=chunk) [Note 12. Equity](index=24&type=section&id=Note%2012.%20EQUITY) This note details the company's equity structure, including Class A and Class C Common Stock, warrants, and the redeemable noncontrolling interest held by Apache - As of March 31, 2019, there were **74,929,305 shares of Class A Common Stock** and **250,000,000 shares of Class C Common Stock** issued and outstanding[116](index=116&type=chunk) - Apache holds **250,000,000 common units**, representing an approximate **76.9% limited partner interest** in Altus Midstream, which is reflected as a redeemable noncontrolling interest valued at **$1.5 billion** as of March 31, 2019[122](index=122&type=chunk)[123](index=123&type=chunk) - Apache has the right to cause Altus Midstream to redeem all or a portion of its common units for Class A Common Stock or an equivalent amount of cash at any time subsequent to May 8, 2019[122](index=122&type=chunk) [Note 13. Net Income (Loss) Per Share](index=25&type=section&id=Note%2013.%20NET%20INCOME%20%28LOSS%29%20PER%20SHARE) This note explains the methodology for calculating basic and diluted net income (loss) per share, including the treatment of Class C Common Stock and warrants - Basic net income (loss) per share is calculated by dividing net income (loss) available to Class A Common shareholders by the weighted average shares outstanding, excluding Class C Common Stock[124](index=124&type=chunk) - The 'if-converted method' is used to determine the potential dilutive effect of exchanges of common units and Class C Common Stock, and earn-out consideration, while the treasury stock method is used for outstanding warrants[125](index=125&type=chunk) | Metric | 3 Months Ended March 31, 2019 | 3 Months Ended March 31, 2018 | | :-------------------------------------------- | :---------------------------- | :---------------------------- | | Net income (loss) attributable to Class A Common shareholders | $1,100 (in thousands) | $(12,607) (in thousands) | | Basic EPS | $0.01 | $(0.09) | | Diluted EPS | $0.01 | $(0.09) | [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's analysis of Altus Midstream Company's financial condition, operational results, and liquidity, including key performance metrics - Altus Midstream Company owns gas gathering, processing, and transmission assets in the Permian Basin, servicing Apache's Alpine High production, and holds options for equity interests in five Permian Basin pipelines[131](index=131&type=chunk) - The Business Combination was accounted for as a reverse recapitalization, with Altus Midstream Company treated as the acquired company for financial reporting purposes[136](index=136&type=chunk) - Key performance metrics used to assess operations and growth include Adjusted EBITDA, throughput volumes, and costs and expenses[140](index=140&type=chunk) [Overview](index=26&type=section&id=Overview) This overview describes Altus Midstream Company's operations in the Permian Basin, its assets, and its equity interests in Permian Basin pipelines - Altus Midstream Company operates gas gathering, processing, and transmission assets in the Permian Basin of West Texas, anchored by midstream service agreements with Apache Corporation for its Alpine High resource play[131](index=131&type=chunk) - The company also owns, or has options to own, equity interests in a total of **five Permian Basin pipelines**, providing access to fully integrated, wellhead-to-water connectivity[131](index=131&type=chunk) - As of March 31, 2019, Altus Midstream's assets include approximately **111 miles of natural gas gathering pipelines**, **52 miles of residue gas pipelines**, **26 miles of NGL Pipelines**, **380 MMcf/d of rich gas processing capacity**, and **400 MMcf/d of lean gas treating capacity**[132](index=132&type=chunk) [Altus Midstream Operational Assessment](index=27&type=section&id=Altus%20Midstream%20Operational%20Assessment) This section assesses Altus Midstream's operational performance, highlighting Adjusted EBITDA as a key non-GAAP financial measure for evaluation - Adjusted EBITDA is a key non-GAAP financial measure used by management to evaluate operating performance and compare results, excluding financing costs, interest income, income taxes, depreciation, and accretion[137](index=137&type=chunk) | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (YoY) | | :-------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Net income (loss) including noncontrolling interest | $5,728 | $(12,607) | +$18,335 | | Adjusted EBITDA | $12,109 | $(3,865) | +$15,974 | [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, detailing changes in midstream services revenue, operating expenses, and net income | Metric | 3 Months Ended March 31, 2019 (in thousands) | 3 Months Ended March 31, 2018 (in thousands) | Change (YoY) | | :-------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------- | | Midstream services revenue — affiliate | $33,847 | $12,099 | +$21,748 | | Operations and maintenance | $16,399 | $10,992 | +$5,407 | | General and administrative | $2,991 | $1,617 | +$1,374 | | Depreciation and accretion | $7,651 | $3,705 | +$3,946 | | Taxes other than income | $2,575 | $3,355 | $(780) | | Operating Income (Loss) | $4,231 | $(7,570) | +$11,801 | | Average throughput volumes of natural gas (MMcf/d) | 564 | 206 | +358 | - Midstream services revenue from affiliate increased by **$21.7 million** (YoY) to **$33.8 million**, primarily driven by increased throughput volumes as Apache increased production from Alpine High[146](index=146&type=chunk) - Net income before income taxes increased by **$13.7 million** and Adjusted EBITDA increased by **$16.0 million** for the three months ended March 31, 2019, primarily due to the increase in midstream services revenue, partially offset by higher operations and maintenance and G&A expenses[157](index=157&type=chunk) [Capital Resources and Liquidity](index=32&type=section&id=Capital%20Resources%20and%20Liquidity) This section discusses the company's future capital expenditure requirements for infrastructure development and pipeline options, and its funding strategies - Future infrastructure development and the exercise of outstanding Pipeline Options will require significant capital expenditures, expected to be funded by current cash, revolving credit facility borrowing capacity, and reinvested operating cash flow[158](index=158&type=chunk)[159](index=159&type=chunk) - Anticipated total annual investments in Altus Midstream's assets are approximately **$325 million in 2019**, **$185 million in 2020**, and **$200 million in 2021**, primarily for gathering, compression, processing, and transportation facilities[161](index=161&type=chunk) - The company exercised an option for a **15% ownership stake** in the EPIC crude oil pipeline project for **$51.8 million** in Q1 2019, and expects to exercise the remaining three Pipeline Options for approximately **$1.6 billion** in total anticipated capital spending[162](index=162&type=chunk) | Metric | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :------------------------------------ | :------------------------------ | :------------------------------- | | Cash and cash equivalents | $177,438 | $449,935 | | Total debt | $29,000 | $0 | | Available committed borrowing capacity | $450,000 | $450,000 | [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=34&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section addresses the company's exposure to market risks, including indirect commodity price risk and direct credit risk from customers - The company's midstream service agreements are fee-based, but it is indirectly exposed to commodity price risk through Apache's and potential third-party customers' economic decisions to develop and produce oil and natural gas[175](index=175&type=chunk) - Fluctuations in commodity prices also indirectly impact operating cost elements such as power and fuel, and affect industry activity and demand[176](index=176&type=chunk) - The company is subject to credit risk resulting from nonpayment or nonperformance by, or the insolvency or liquidation of, Apache or potential third-party customers[177](index=177&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section reports on the effectiveness of the company's disclosure controls and procedures and any changes in internal control over financial reporting - The company's Chief Executive Officer and President, and Chief Financial Officer and Treasurer, evaluated the effectiveness of disclosure controls and procedures as of March 31, 2019, and concluded they were effective[179](index=179&type=chunk) - There were no material changes in the company's internal control over financial reporting during the quarter ended March 31, 2019[181](index=181&type=chunk) [PART II — OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, exhibits, and official signatures, completing the quarterly report [ITEM 1. LEGAL PROCEEDINGS](index=35&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section confirms that Altus Midstream Company is not currently involved in any pending or threatened material legal proceedings - The Company is not aware of any pending or threatened legal proceedings against it at the time of the filing of this Quarterly Report on Form 10-Q[183](index=183&type=chunk) [ITEM 1A. RISK FACTORS](index=35&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section refers to the Annual Report for a comprehensive discussion of risk factors and confirms no material changes since the last filing - Readers are referred to Part I, Item 1A — Risk Factors of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018[184](index=184&type=chunk) - There have been no material changes to the company's risk factors since its Annual Report on Form 10-K for the fiscal year ended December 31, 2018[184](index=184&type=chunk) [ITEM 6. EXHIBITS](index=36&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including key agreements, corporate governance documents, and officer certifications - Exhibits include the Contribution Agreement, Second Amended and Restated Certificate of Incorporation, Bylaws, and certifications from the Principal Executive Officer and Principal Financial Officer[186](index=186&type=chunk) [SIGNATURES](index=37&type=section&id=SIGNATURES) This section contains the official signatures of the company's authorized officers, certifying the accuracy and completeness of the report - The report is signed by Ben C. Rodgers, Chief Financial Officer and Treasurer, and Rebecca A. Hoyt, Senior Vice President, Chief Accounting Officer, and Controller, on May 2, 2019[191](index=191&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Altus Midstream Company (Exact name of registrant as specified in its charter) Delaware 001-38048 81-4675947 (Commission File Number) (I.R.S. Employer Identification No.) One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...