8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2020

 

 

Altus Midstream Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38048   81-4675947

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(713) 296-6000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Class A common stock, $0.0001 par value    ALTM    NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.

 

Item 2.02.

Results of Operations and Financial Condition.

On February 26, 2020, Altus Midstream Company issued a press release announcing estimated financial and operating results for the fiscal quarter and year ended December 31, 2019. The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.    Description
99.1    Press Release of Altus Midstream Company dated February 26, 2020.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      ALTUS MIDSTREAM COMPANY
Date: February 27, 2020       /s/ Rebecca A. Hoyt
      Name: Rebecca A. Hoyt
     

Title:  Senior Vice President, Chief Accounting Officer and Controller

      (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

 

LOGO    NEWS RELEASE

Altus Midstream Announces Estimated Full-Year and Fourth-Quarter 2019 Results

HOUSTON, Feb. 26, 2020 – Altus Midstream Company (Nasdaq: ALTM) today announced its estimated results for fourth-quarter and full-year 2019.

For the full year, Altus reported an estimated net loss including noncontrolling interests of $1.34 billion. This included $1.37 billion for impairments of Altus gathering, processing and transmission assets to reflect lower volume expectations from Apache Corporation’s Alpine High rich natural gas play and an associated charge related to a valuation allowance on deferred tax assets. Excluding those and certain other items, Altus generated an estimated adjusted EBITDA of approximately $86.3 million for the full year. Gathering and Processing (G&P) volumes averaged 509 million cubic feet per day, approximately 64% of which was rich gas.

For the fourth-quarter 2019, Altus reported an estimated net loss including noncontrolling interests of $1.33 billion, which includes $1.36 billion for impairments and tax charges noted above. Excluding those and certain other items, Altus generated an estimated adjusted EBITDA of approximately $46.2 million. G&P volumes averaged 643 million cubic feet per day for the quarter, approximately 65% of which was rich gas.

“Altus accomplished many of the goals set at the beginning of the year: exercising options in three long-haul joint venture pipelines, securing financing for our capital plans without issuing common equity, and starting up three new processing plants – on time and on budget, and importantly, without injury to our staff and contractors,” said Clay Bretches, Altus Midstream CEO and President. “While operational execution was very strong, our financial results in 2019 were impacted by declining activity levels at Alpine High. Apache has no current plans for future drilling at Alpine High. As a result, Altus took an approximate $1.3 billion impairment charge on its gathering, processing and transmission assets.”

“Mitigating the effects of lower commodity prices on our G&P business, Altus’ ownership in JV pipelines offers a diversity of stable cash flows and long-term contracts across all three commodity streams being produced in the Permian Basin,” Bretches said.


ALTUS MIDSTREAM ANNOUNCES ESTIMATED FULL-YEAR AND FOURTH-QUARTER 2019 RESULTS

— PAGE 2 of 5

 

Altus holds a 16% interest in the Gulf Coast Express natural gas pipeline (GCX), an approximate 27% interest in the Permian Highway natural gas pipeline (PHP), a 33% interest in the Shin Oak natural gas liquids pipeline, and a 15% interest in the EPIC crude oil pipeline.

“During 2019, GCX and Shin Oak volumes exceeded our expectations, contributing to adjusted EBITDA above the midpoint of our guidance for the year, and we are encouraged with prospects going forward. Our G&P business generated adjusted EBITDA at the top end of our full-year guidance,” said Ben Rodgers, Altus Midstream Chief Financial Officer. “This allowed us to exit the Initial Period on our revolver, as we anticipated, increasing our liquidity by $150 million.”

2019 and 2020 Growth Capital

Capital investments in midstream infrastructure totaled $1.5 billion in 2019, including $1.2 billion for JV pipeline projects and approximately $300 million for gathering and processing assets. Including Altus’ gross proportionate share of capital in relation to equity method interests, 2019 growth capital investments were $1.6 billion.

2020 growth capital investments are expected to range between $300 and $360 million, which is primarily attributable to PHP and EPIC.

“Altus’ growth capital obligations have come down considerably from last year, following the startup of the Shin Oak natural gas liquids line in early 2019 and GCX in September 2019. With the completion of capital spending on the two remaining long-haul pipeline projects, EPIC crude oil later in the first half of 2020, and PHP in early 2021, Altus will have almost no growth capital obligations and only nominal maintenance capital, which should position the company to generate significant cash flow,” Rodgers said.

Looking Ahead

“We are aggressively pursuing third-party volumes to replace declining production from Alpine High and maximize throughput at our Diamond processing facility. Altus is uniquely positioned to provide treating, processing and transportation solutions with facilities that offer customers improved netbacks, and we’re expanding value-added services, such as treating sour gas and stabilizing NGLs to meet pipeline specifications,” Bretches concluded.


ALTUS MIDSTREAM ANNOUNCES ESTIMATED FULL-YEAR AND FOURTH-QUARTER 2019 RESULTS

— PAGE 3 of 5

 

Revised Guidance

Altus has updated its guidance for 2020, which is detailed in an updated investor presentation posted to Altus’ website.

Conference Call

Altus will host its estimated fourth-quarter and full-year 2019 results conference call Thursday, Feb. 27, 2020, at 1 p.m. Central time. The conference call will be webcast from Altus’ website at www.altusmidstream.com/investors, and the webcast replay will be archived there as well. The conference call will also be available for playback by telephone for one week beginning Feb. 27 at approximately 6 p.m. Central time. To access the telephone playback, dial (855) 859-2056 or (404) 537-3406 for international calls. The conference access code is 1386169.

About Altus Midstream Company

Altus Midstream Company is a pure-play, Permian-to-Gulf Coast midstream C-corporation. Through its consolidated subsidiaries, Altus owns substantially all of the gas gathering, processing and transmission assets servicing production from Apache Corporation (“Apache”) (NYSE, Nasdaq: APA) in the Alpine High play in the Delaware Basin, owns equity interests in four Permian-to-Gulf Coast pipelines, and has the option to acquire a 50% equity interest in the Salt Creek NGL pipeline. Altus posts announcements, operational updates, investor information and press releases on its website, www.altusmidstream.com.

Non-GAAP Financial Measures

Altus’ financial information includes information prepared in conformity with generally accepted accounting principles (GAAP) as well as non-GAAP financial information. It is management’s intent to provide non-GAAP financial information to enhance understanding of our consolidated financial information as prepared in accordance with GAAP. Adjusted EBITDA, Capital Investments and Growth Capital Investments are non-GAAP measures. This non-GAAP information should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure.


ALTUS MIDSTREAM ANNOUNCES ESTIMATED FULL-YEAR AND FOURTH-QUARTER 2019 RESULTS

— PAGE 4 of 5

 

Forward-looking Statements and Financial Disclosure Advisory

This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about future plans, expectations, and objectives for Altus Midstream’s and Apache’s operations, including statements about our strategy, future operations, financial position, estimated revenues and losses, anticipated financial and operating results, projected costs, prospects, plans, and objectives of management. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in our subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, when filed) for a discussion of risk factors that affect our business.

We are currently finalizing our standard financial reporting procedures for the quarter ended December 31, 2019. As a result, all estimated financial data included in this news release is preliminary, unaudited, and subject to change. While we have prepared the estimated financial data included in this news release based on the most current information available to management, actual results for the year ended December 31, 2019 may differ materially from such estimates as a result of the completion of our normal year-end accounting procedures and adjustments, primarily related to the completion of the audit of the financial statements for the year ended December 31, 2019 of each of the third-party pipelines in which we own an equity method interest. Other factors that could cause our actual results for the quarter and fiscal year ended December 31, 2019 to differ materially from the estimates


ALTUS MIDSTREAM ANNOUNCES ESTIMATED FULL-YEAR AND FOURTH-QUARTER 2019 RESULTS

— PAGE 5 of 5

 

contemplated by the forward-looking statements included in this news release include, but are not limited to, inaccurate assumptions, unrecorded expenses, changes in estimates or judgments, and facts or circumstances affecting the application of the company’s critical accounting policies. During the course of the preparation of our consolidated financial statements for the year ended December 31, 2019, we or our independent registered public accounting firm may identify items that could cause our final reported results to be materially different from the preliminary financial estimates presented herein. If upon completion of the audit of our consolidated financial statements for the year ended December 31, 2019, we determine that any of our financial results for the quarter or year ended December 31, 2019 materially deviate from the estimated financial data included in this news release, then we will disclose such deviation under the heading “Updated Earnings Information” in Part I, Item 1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which will include our final reported results.

Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Should one or more of these factors or events occur, or should underlying assumptions prove to be incorrect, then our actual financial and operating results could differ materially from those expressed in the forward-looking statements made by us in this news release. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as may be required by law or as otherwise provided herein.

Contacts

Media: (713) 296-7276 Phil West

Investors: (281) 296-6100 Patrick Cassidy

Website: www.altusmidstream.com

-end-

 


ALTUS MIDSTREAM COMPANY

STATEMENT OF CONSOLIDATED OPERATIONS

(Estimated and Unaudited)

(In thousands)

 

     For the Quarter
Ended December 31,
2019
    For the Year
Ended December 31,
2019
 

REVENUES:

    

Midstream services revenue—affiliate

   $ 43,803     $ 135,798  
  

 

 

   

 

 

 

Total revenues

     43,803       135,798  
  

 

 

   

 

 

 

COSTS AND EXPENSES:

    

Operations and maintenance

     12,391       55,858  

General and administrative

     1,987       10,301  

Depreciation and accretion

     13,012       41,480  

Impairments

     1,291,381       1,300,719  

Taxes other than income

     3,529       13,231  
  

 

 

   

 

 

 

Total costs and expenses

     1,322,300       1,421,589  
  

 

 

   

 

 

 

OPERATING LOSS

     (1,278,497     (1,285,791

Unrealized derivative instrument loss

     (4,701     (8,470

Interest income

     22       3,606  

Income from equity method interests, net(a)

     18,532       19,069  

Other

     (605     (622
  

 

 

   

 

 

 

Total other income

     13,248       13,583  

Financing costs, net of capitalized interest

     284       1,792  
  

 

 

   

 

 

 

NET LOSS BEFORE INCOME TAXES

     (1,265,533     (1,274,000

Current income tax benefit

     (15     (15

Deferred income tax expense

     65,425       64,915  
  

 

 

   

 

 

 

NET LOSS INCLUDING NONCONTROLLING INTERESTS

     (1,330,943     (1,338,900

Net income attributable to Preferred Unit limited partners

     17,186       38,809  
  

 

 

   

 

 

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

     (1,348,129     (1,377,709

Net loss attributable to Apache limited partner

     (984,516     (1,008,039
  

 

 

   

 

 

 

NET LOSS ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS

   $ (363,613   $ (369,670
  

 

 

   

 

 

 

 

(a)

Historically, the Company reported income and loss from equity method interests on a one-month reporting lag. Effective October 1, 2019, the Company had eliminated this one-month reporting lag as a change in accounting principle. As a result, the Statement of Consolidated Operations of this earnings release reflects the three months of equity method interests income and loss for the quarter ended December 31, 2019 and one month of equity method interest income and loss from the prior quarter of $4.4 million. The impact to the Statement of Consolidated Operations for the year ended December 31, 2019 was not material.

 

Page 1


ALTUS MIDSTREAM COMPANY

SUPPLEMENTAL FINANCIAL INFORMATION AND OPERATING STATISTICS

(Estimated and Unaudited)

(In thousands)

SUMMARY CASH FLOW INFORMATION

 

     For the Quarter
Ended December 31,
2019
    For the Year
Ended December 31,
2019
 

Net cash provided by operating activities

   $ 36,837     $ 76,273  

Net cash used in investing activities

     (188,641     (1,503,688

Net cash provided by financing activities

     155,193       983,463  

SUMMARY BALANCE SHEET INFORMATION

 

     December 31,
2019
 

Cash and cash equivalents

   $ 5,983  

Other current assets

     25,754  

Property, plant and equipment, net

     205,802  

Equity method interests

     1,258,048  

Other assets

     5,267  
  

 

 

 

Total assets

   $ 1,500,854  
  

 

 

 

Current liabilities

   $ 33,692  

Long-term debt

     396,000  

Deferred credits and other noncurrent liabilities

     167,638  

Redeemable noncontrolling interest—Apache limited partner

     701,000  

Redeemable noncontrolling interest—Preferred Unit limited partners

     555,599  

Shareholders’ deficit

     (353,075
  

 

 

 

Total liabilities, noncontrolling interests, and shareholders’ equity

   $ 1,500,854  
  

 

 

 

Common shares outstanding at the end of the period:

  

Class A Common Stock, $0.0001 par value

     74,929  

Class C Common Stock, $0.0001 par value

     250,000  

SUMMARY OPERATING STATISTICS

 

     For the Quarter
Ended December 31,
2019
     For the Year
Ended December 31,
2019
 

Throughput for natural gas assets (MMcf/d)

     

Rich wellhead gas

     419        324  

Lean wellhead gas

     224        185  
  

 

 

    

 

 

 

Total throughput

     643        509  

 

Page 2


ALTUS MIDSTREAM COMPANY

NON-GAAP FINANCIAL MEASURES

(Estimated and Unaudited)

(In thousands)

Reconciliation of net loss including noncontrolling interests to Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) including noncontrolling interests before financing costs (net of capitalized interest), interest income, income taxes, depreciation and accretion and adjust such equivalent items from our income from equity method interests. We also exclude (when applicable) impairments, unrealized gains or losses on derivative instruments, and other items affecting comparability of results to peers. Our management believes Adjusted EBITDA is useful for evaluating our operating performance and comparing results of our operations from period-to-period and against peers without regard to financing or capital structure. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) including noncontrolling interests or any other measure determined in accordance with GAAP or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing our financial performance, such as our cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. The presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Additionally, our computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

The GAAP measure used by the Company that is most directly comparable to Adjusted EBITDA is net income (loss) including noncontrolling interests. Adjusted EBITDA should not be considered as an alternative to the GAAP measure of net income (loss) including noncontrolling interests or any other measure of financial performance presented in accordance with GAAP. Adjusted EBITDA has important limitations as an analytical tool because it excludes some, but not all, items that affect net income (loss) including noncontrolling interests. Adjusted EBITDA should not be considered in isolation or as a substitute for analysis of the Company’s results as reported under GAAP. Our definitions of Adjusted EBITDA may not be comparable to similarly titled measures of other companies in our industry, thereby diminishing its utility.

Our management compensates for the limitations of Adjusted EBITDA as an analytical tool, by reviewing the comparable GAAP measure, understanding the differences between Adjusted EBITDA as compared to net income (loss) including noncontrolling interests and incorporating this knowledge into its decision-making processes. Our management believes that investors benefit from having access to the same financial measures that the Company uses in evaluating operating results.

Historically, the Company reported income and loss from equity method interests on a one-month reporting lag. Effective October 1, 2019, the Company had eliminated this one-month reporting lag as a change in accounting principle. As a result, the Adjusted EBITDA reconciliation of this earnings release has been adjusted to reflect only the three months of equity method interests Adjusted EBITDA for the quarter ended December 31, 2019. The impact to this reconciliation for the year ended December 31, 2019 was not material. Our management believes that this change in accounting principle is preferable as it provides the Company with the ability to present the result of its equity method interests for the same period as all other consolidated results of the Company, which improves overall financial reporting to investors by providing the most current information available.

 

     For the Quarter 
Ended December 31,
2019
     For the Year
Ended December 31,
2019
 

Net loss including noncontrolling interests

   $ (1,330,943    $ (1,338,900

Add:

     

Financing costs, net of capitalized interest

     284      1,792

Income tax expense

     65,410        64,900

Depreciation and accretion

     13,012        41,480

Impairments

     1,291,381        1,300,719

Unrealized derivative instrument loss

     4,701        8,470

Equity method interests Adjusted EBITDA

     20,250        29,251

Loss on sale of assets

     605      605

Other

     32        676

Less:

     

Interest income

     22        3,606

Income from equity method interests, net

     18,532        19,069
  

 

 

    

 

 

 

Adjusted EBITDA (Non-GAAP)

   $ 46,178      $ 86,318  
  

 

 

    

 

 

 

Other midstream activity

     

Cash distributions received from our equity method interests

   $ 21,925      $ 25,316  

 

Page 3


ALTUS MIDSTREAM COMPANY

TOTAL GROWTH CAPITAL INVESTMENTS

(Estimated and Unaudited)

(In thousands)

Reconciliation of costs incurred in midstream activity to capital investments and growth capital investments

Management believes the presentation of capital investments and growth capital investments is useful for investors to assess Altus’ expenditures related to our midstream capital activity. We define capital investments as costs incurred in midstream activities, adjusted to exclude asset retirement obligation revisions and liabilities incurred, while including amounts paid during the period for abandonment and decommissioning expenditures given the uncertainty and timing of when the actual abandonment activity will occur. Management also believes that including our proportionate share of capital in relation to equity method interests funded by cash contributions and the partner’s project financing is useful for investors to assess Altus’ total growth capital investments. Management believes total growth capital investments provides a more accurate reflection of Altus’ current-period expenditures related to midstream capital activity and is consistent with how we plan our capital budget.

 

     For the Quarter 
Ended December 31,
2019
     For the Year
Ended December 31,
2019
 

Costs incurred in midstream activity

     

Property, plant and equipment, gross

   $ 57,432      $ 328,395  

Equity method interests

     163,940      1,171,977
  

 

 

    

 

 

 

Total cost incurred in midstream activity

   $ 221,372      $ 1,500,372  
  

 

 

    

 

 

 

Reconciliation of costs incurred to midstream capital investment:

     

Asset retirement obligations incurred and revisions

   $ (25,681    $ (29,087

Asset retirement obligations settled

     —        —  
  

 

 

    

 

 

 

Total capital investments

     195,691      1,471,285

Equity method interest capital investments funded by project  financing

     7,500      150,000
  

 

 

    

 

 

 

Total growth capital investments

   $ 203,191      $ 1,621,285  
  

 

 

    

 

 

 

 

Page 4