ANNUAL REPORT PU RSU ANT 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 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Class A Common Stock , par value $0.0001 per share |
Large accelerated filer | ☐ | ☒ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2021 |
$ | |||
Number of shares of registrant’s Class A common stock, $0.0001 issued and outstanding as of March 31, 2022 |
||||
Number of shares of registrant’s Class C common stock, $0.0001 issued and outstanding as of March 31, 2022 |
1 | ||||||
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 1 | ||||
ITEM 11 |
EXECUTIVE COMPENSATION | 7 | ||||
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 13 | ||||
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 15 | ||||
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES | 18 | ||||
19 | ||||||
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 19 | ||||
ITEM 16. |
FORM 10-K SUMMARY | 22 |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Name |
Age |
Position | ||
Jamie Welch |
55 | Chief Executive Officer, President, Chief Financial Officer and Director | ||
Matthew Wall |
39 | EVP, Chief Operating Officer | ||
Steven Stellato |
48 | EVP, Chief Accounting and Administrative Operating Officer | ||
Todd Carpenter |
61 | General Counsel, Secretary and Chief Compliance Officer | ||
Anne Psencik |
59 | Chief Strategy Officer | ||
David I. Foley |
54 | Director | ||
John-Paul (JP) Munfa |
40 | Director | ||
Elizabeth P. Cordia |
29 | Director | ||
Thomas Lefebvre |
45 | Director | ||
Joe Payne |
41 | Director | ||
Laura A. Sugg |
61 | Director | ||
Kevin S. McCarthy |
62 | Director | ||
Ben C. Rodgers |
42 | Director | ||
D. Mark Leland |
60 | Director |
• | Apache Midstream will have the right to designate to the Board one director for so long as Apache Midstream and its affiliates beneficially own 10% or more of the outstanding shares of common stock; |
• | ISQ will have the right to designate to the Board (i) two directors for so long as ISQ and its affiliates beneficially own 20% or more of the outstanding shares of common stock; and (ii) one director for so long as ISQ and its affiliates beneficially own 10% or more (but less than 20%) of the outstanding shares of common stock; and |
• | BX Aggregator will have the right to designate to the Board (i) three directors for so long as BX Aggregator and its affiliates beneficially own 30% or more of the outstanding shares of common stock; (ii) two directors for so long as BX Aggregator and its affiliates beneficially own 20% or more (but less than 30%) of the outstanding shares of common stock; and (iii) one director for so long as BX Aggregator and its affiliates beneficially own 10% or more (but less than 20%) of the outstanding shares of common stock. |
ITEM 11 |
EXECUTIVE COMPENSATION |
• | Apache made available to Altus the services of the Apache employees who acted as Altus’s executive officers; |
• | Altus reimbursed Apache for the costs associated with the salary, benefits, and other compensation of those Apache employees who allocated substantially all or a proportional part of their time to the management and operation of Altus’s business and assets; and |
• | Altus paid Apache an escalating annual fee to cover the services provided to Altus by Apache’s employees who provided services to or on behalf of Altus, as described Item 13, “Certain Relationships and Related Transactions, and Director Independence—Historical Transactions with Altus’s Affiliates—Construction, Operations and Maintenance Agreement,” which includes an allocation of overhead costs, including an allocation of salary, benefits, and all other forms of compensation of Apache’s employees who are not included in the reimbursement described in the bullet point above. |
• | Clay Bretches |
• | Ben C. Rodgers |
• | Stephen P. Noe |
NEOs |
2021 Allocation Percentage |
2020 Allocation Percentage |
||||||
Clay Bretches |
50 | % | 50 | % | ||||
Ben C. Rodgers |
50 | % | 50 | % | ||||
Stephen P. Noe |
100 | % | 100 | % |
• | Base salaries |
• | Annual incentive compensation |
• | Long-term incentive compensation |
Name and Principal Position (a) |
Year (b) |
Salary ($) (c) |
Bonus ($) (d) |
Stock Awards(1) ($) (e) |
Option Awards ($) (f) |
Non-Equity Incentive Plan Compensation(2) ($) (g) |
Nonqualified Deferred Compensation Earnings ($) (h) |
All Other Compensation (3) ($) (i) |
Total ($) (j) |
|||||||||||||||||||||||||||
Clay Bretches |
2021 | 337,500 | — | 1,507,456 | — | 505,575 | — | 125,868 | 2,476,399 | |||||||||||||||||||||||||||
Chief Executive Officer and President |
2020 | 337,500 | — | 1,434,927 | — | 462,375 | — | 99,811 | 2,334,613 | |||||||||||||||||||||||||||
Ben C. Rodgers |
2021 | 225,000 | — | 703,441 | — | 253,125 | — | 67,259 | 1,248,825 | |||||||||||||||||||||||||||
Chief Financial Officer and Treasurer |
2020 | 225,000 | — | 669,653 | — | 242,007 | — | 47,460 | 1,184,121 | |||||||||||||||||||||||||||
Stephen P. Noe |
2021 | 260,000 | — | 207,961 | — | 186,030 | — | 52,648 | 706,638 | |||||||||||||||||||||||||||
VP, Business Development |
2020 | 216,667 | — | 173,347 | — | 103,700 | — | 31,522 | 525,236 |
(1) | These amounts reflect the value of RSU awards made during the fiscal year, based upon the aggregate grant date fair value determined in accordance with applicable FASB ASC Topic 718. The RSU awards were granted pursuant to APA’s 2016 Omnibus Compensation Plan. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU awards can be found in Note 14 of the Notes to Consolidated Financial Statements included in APA’s Annual Report on Form 10-K for the year ended December 31, 2021 (which is not and shall not be deemed to be incorporated by reference herein). |
(2) | These amounts are paid under APA’s incentive compensation plan as described under NEO Compensation Program and Objectives above. |
(3) | For additional information on All Other Compensation, see the table and footnotes below. |
Name |
Year |
Company Contributions to Retirement Plans (1) ($) |
Company Contributions to Non- Qualified Plans (1) ($) |
Life Insurance Premiums (2) ($) |
Enhanced Long- Term Disability Coverage & Annual Physicals (3) ($) |
Financial Planning Services and Other Expenses(4) ($) |
Total ($) |
|||||||||||||||||||||
Clay Bretches |
2021 | 19,250 | 92,733 | 4,347 | 7,518 | 2,021 | 125,868 | |||||||||||||||||||||
2020 | 18,750 | 57,970 | 4,246 | 11,345 | 7,500 | 99,811 | ||||||||||||||||||||||
Ben C. Rodgers |
2021 | 18,450 | 44,851 | 1,462 | 2,496 | — | 67,259 | |||||||||||||||||||||
2020 | 18,300 | 24,488 | 1,436 | 3,237 | — | 47,460 | ||||||||||||||||||||||
Stephen P. Noe |
2021 | 38,500 | 12,418 | 924 | 806 | — | 52,648 | |||||||||||||||||||||
2020 | 30,333 | — | 643 | 546 | — | 31,522 |
(1) | Officers, as employees of Apache, participate in two qualified retirement plans. The Apache 401(k) Savings Plan provides a match up to the first eight percent of base pay and incentive bonus, and the Apache Money Purchase Retirement Plan provides an annual six percent contribution by Apache. Additionally, officers can elect to participate in the Apache Non-Qualified Retirement/Savings Plan to defer beyond the limits in the Apache 401(k) Savings Plan and continue contributions by Apache, which exceed the limits in the qualified plans. |
(2) | Apache provides its U.S. employees with two times their base salary under group term life insurance. Executives receive the first $50,000 of coverage under the same group term life insurance plan, and the remaining amount to bring them up to two times salary is provided in the form of universal life insurance policies. |
(3) | In addition to the benefits for which all Apache employees are eligible, Apache also covers the cost of a comprehensive annual physical and the full cost of enhanced long-term disability coverage for executive officers. |
(4) | For executive officers, Apache makes available the services of a financial counseling service provider. If the officer elects to enroll in such services, Apache pays the costs charged by the service provider. |
Name (a) |
Option Awards |
Stock Awards |
||||||||||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options Exercisable (#) (b) |
Number of Securities Underlying Unexercised Options Unexercisable (#) (c) |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) |
Option Exercise Price ($) (e) |
Option Expiration Date (f) |
Number of Shares or Units of Stock That Have Not Vested (#) (g) |
Market Value of Shares of Units of Stock That Have Not Vested (1) ($) (h) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (i) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (j) |
||||||||||||||||||||||||||||
Clay Bretches |
2,391 | (2) |
64,294 | 11,952 | (11) |
321,389 | ||||||||||||||||||||||||||||||
5,000 | (3) |
134,450 | 21,020 | (12) |
565,228 | |||||||||||||||||||||||||||||||
3,586 | (3) |
96,428 | 41,718 | (13) |
1,121,797 | |||||||||||||||||||||||||||||||
3,504 | (4) |
94,209 | ||||||||||||||||||||||||||||||||||
5,255 | (5) |
141,307 | ||||||||||||||||||||||||||||||||||
12,515 | (6) |
336,528 | ||||||||||||||||||||||||||||||||||
12,515 | (7) |
336,528 | ||||||||||||||||||||||||||||||||||
1,834 | (8) |
112,443 | ||||||||||||||||||||||||||||||||||
11,717 | (9) |
315,070 | ||||||||||||||||||||||||||||||||||
11,105 | (10) |
298,600 | ||||||||||||||||||||||||||||||||||
Ben C. Rodgers |
883 | (14) |
23,744 | 8,278 | (11) |
222,595 | ||||||||||||||||||||||||||||||
1,325 | (15) |
35,616 | 9,810 | (12) |
263,777 | |||||||||||||||||||||||||||||||
1,635 | (16) |
43,965 | 19,468 | (13) |
523,495 | |||||||||||||||||||||||||||||||
2,453 | (17) |
65,948 | ||||||||||||||||||||||||||||||||||
5,841 | (6) |
157,051 | ||||||||||||||||||||||||||||||||||
5,841 | (7) |
157,051 | ||||||||||||||||||||||||||||||||||
101 | (18) |
6,162 | ||||||||||||||||||||||||||||||||||
5,468 | (9) |
147,035 | ||||||||||||||||||||||||||||||||||
5,182 | (10) |
139,331 | ||||||||||||||||||||||||||||||||||
Stephen P. Noe |
8,059 | (19) |
216,707 | |||||||||||||||||||||||||||||||||
8,554 | (10) |
230,017 |
(1) | Based on the per-share closing price of APA’s common stock of $26.89 on December 31, 2021, except as described in footnotes 8-10 and 18-19 below. |
(2) | Vests on 01/15/2022. These units may be paid only in cash. |
(3) | Vests on 01/15/2022. |
(4) | Vests ratably on 01/03/2022 and 01/03/2023. These units may be paid only in cash. |
(5) | Vests ratably on 01/03/2022 and 01/03/2023. |
(6) | Vests ratably on 02/01/2022, 01/05/2023, and 01/05/2024. These units may be paid only in cash. |
(7) | Vests ratably on 02/01/2022, 01/05/2023, and 01/05/2024. |
(8) | Vests on 01/15/2022. These units are based on the per-share closing price of Altus’s Class A Common Stock of $61.31 on December 31, 2021 and may be paid only in cash. |
(9) | Vests ratably on 01/03/2022 and 01/03/2023. These units are based on the per-share closing price of the Company’s Class A Common Stock of $61.31 on December 31, 2021 and may be paid only in cash. Subsequent to the awards being issued, APA’s MD&C Committee approved revising the terms, effective upon the closing of the business combination between the Company and BCP Raptor Holdco, LP on February 22, 2022, such that the then-outstanding awards are now based on an equivalent value of APA’s common stock, calculated based on the closing prices of the common stock of APA and the Company on the closing date of the transaction. |
(10) | Vests ratably on 02/01/2022, 01/05/2023, and 01/05/2024. These units are based on the per share closing price of Altus’s Class A common stock of $61.31 on 12/31/2021 and may be paid only in cash. Subsequent to the awards being issued, APA’s MD&C Committee approved revising the terms, effective upon the closing of the business combination between Altus and BCP Raptor Holdco, LP on February 22, 2022, such that the then-outstanding awards are now based on an equivalent value of APA’s common stock, calculated based on the closing prices of the common stock of APA and Altus on the closing date of the transaction. |
(11) | Final amount vested based on APA’s TSR and business performance from 01/01/2019 — 12/31/2021; as certified by APA’s MD&C on January 27, 2022. As a result, 50 percent of the RSUs earned vest on 1/27/2022 and the remaining 50 percent of the RSUs vest on 01/01/2023. These units may be paid only in cash. |
(12) | Amount that vests will be based on APA’s TSR and business performance from 01/01/2020 — 12/31/2022; no payout unless vesting occurs. If achievement warrants, 50 percent of the adjusted RSUs vest upon certification of the performance results and 50 percent of the adjusted RSUs vest on the first anniversary of the first day following the end of the performance period. As of 12/31/2021, two-year results would have resulted in a 68 percent payout under the 2020 Performance Share Program had it vested, therefore, the value and amount in the table assumes that target levels of performance are achieved. These units may be paid only in cash. |
(13) | Amount that vests will be based on APA’s TSR and business performance form 01/01/2021 – 12/31/2023; no payout unless vesting occurs. If achievement warrants, 50 percent of the adjusted RSUs vest upon certification of the performance results and 50 percent of the adjusted RSUs vest on the first anniversary of the first day following the end of the performance period. As of 12/31/2021, one-year results would have resulted in a 148 percent payout under the 2021 Performance Share Program had it vested, therefor, the value and the amount in the table assumes the target levels of performance are achieved. These units may be paid only in cash. |
(14) | Vests on 01/03/2022. These units may be paid only in cash. |
(15) | Vests on 01/03/2022. |
(16) | Vests ratably on 01/03/2022 and 01/03/2023. These units may be paid only in cash. |
(17) | Vests ratably on 01/03/2022 and 01/03/2023. |
(18) | Vests on 01/03/2022. These units are based on the per-share closing price of Altus’s Class A Common Stock of $61.31 on December 31, 2021 and may be paid only in cash. |
(19) | Vests ratably on 03/01/2022 and 03/01/2023. These units are based on the per-share closing price of Altus’s Class A Common Stock of $61.31 on December 31, 2021 and may be paid only in cash. Subsequent to the awards being issued, APA’s MD&C Committee approved revising the terms, effective upon the closing of the business combination between Altus and BCP Raptor Holdco, LP on February 22, 2022, such that the then-outstanding awards are now based on an equivalent value of APA’s common stock, calculated based on the closing prices of the common stock of APA and Altus on the closing date of the transaction. |
Name (a) |
Fees Earned or Paid in Cash ($) (b) |
Stock Awards ($) (c) |
Option Awards ($) (d) |
Non-Equity Incentive Plan Compensation ($) (e) |
Nonqualified Deferred Compensation Earnings ($) (f) |
All Other Compensation ($) (g) |
Total ($) (h) |
|||||||||||||||||||||
Mark Borer |
70,000 | 99,988 | — | — | — | — | 169,988 | |||||||||||||||||||||
Joe C. Frana |
70,000 | 99,988 | — | — | — | — | 169,988 | |||||||||||||||||||||
D. Mark Leland |
70,000 | 99,988 | — | — | — | — | 169,988 | |||||||||||||||||||||
Kevin S. McCarthy |
40,385 | 149,985 | — | — | — | — | 190,370 | |||||||||||||||||||||
Robert S. Purgason |
40,385 | 149,985 | — | — | — | — | 190,370 |
(1) | Officers, employees, and non-independent appointees of Apache Midstream who also served as members of the Board did not receive additional compensation for the services they provided as members of the Board. Messrs. McCarthy and Purgason were not determined by our Board to be independent within the meaning of Nasdaq Rule 5605(a)(2) until February 2021, and therefore received prorated compensation for their services as members of our Board for the fiscal year ended December 31, 2021. |
(2) | Grant date fair value, as computed in accordance with FASB ASC Topic 718, of RSUs granted during 2021 to each non-employee director based on the per-share closing price of Altus’s Class A Common Stock on the date of grant. The aggregate number of RSUs for each director that were outstanding as of the end of fiscal year 2021 are as follows: Mr. Borer – 6,419; Mr. Frana – 3,898; Mr. Leland – 6,419; Mr. McCarthy – 2,311; and Mr. Purgason – 2,311. |
• | an annual cash retainer of $70,000; and |
• | an annual equity-based retainer of $100,000. |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Class A Common Stock |
Class C Common Stock |
Combined Voting Power |
||||||||||||||||||||||
Number |
% |
Number |
% |
Number |
% |
|||||||||||||||||||
5% Stockholders: |
||||||||||||||||||||||||
APA Corporation (1) |
9,024,758 | 47.4 | % | — | — | 9,024,578 | 13.6 | % | ||||||||||||||||
Blackstone Inc. (2) |
1,844,395 | 8.9 | % | 32,771,235 | 69.3 | % | 34,578,358 | 50.8 | % | |||||||||||||||
I Squared Capital (3) |
804,659 | 4.1 | % | 13,744,582 | 29.1 | % | 14,549,241 | 21.7 | % | |||||||||||||||
Directors and Named Executive Officers: |
||||||||||||||||||||||||
Jamie Welch |
1,357,531 | 7.2 | % | 370,692 | * | 1,728,223 | 2.6 | % | ||||||||||||||||
Elizabeth P. Cordia |
— | — | — | — | — | — | ||||||||||||||||||
David I. Foley |
— | — | — | — | — | — | ||||||||||||||||||
Thomas Lefebvre |
— | — | — | — | — | — | ||||||||||||||||||
John-Paul (JP) Munfa |
— | — | — | — | — | — | ||||||||||||||||||
Joe Payne |
— | — | — | — | — | — | ||||||||||||||||||
Laura A. Sugg |
20,607 | * | — | — | 20,607 | * | ||||||||||||||||||
D. Mark Leland |
3,798 | * | — | — | 3,798 | * | ||||||||||||||||||
Kevin S. McCarthy |
30,246 | * | — | — | 30,246 | * | ||||||||||||||||||
Ben C. Rodgers |
5,000 | * | — | — | 5,000 | * | ||||||||||||||||||
Clay Bretches |
24,970 | * | — | — | 24,970 | * | ||||||||||||||||||
Stephen P. Noe |
— | — | — | — | — | — | ||||||||||||||||||
All directors and executive officers as a group (11 persons) |
1,906,811 | 10.0 | % | 370,692 | * | 2,277,503 | 3.4 | % |
* | Less than 1%. |
(1) | Consists of (i) 8,865,651 shares of Class A Common Stock and (ii) 159,107 shares of Class A Common Stock issuable upon exercise of warrants beneficially owned by APA Corporation (NASDAQ: APA). The address of APA Corporation is 2000 Post Oak Blvd., Suite 100, Houston, TX 77056. |
(2) | Consists of (i) 28,210,572 shares of Class C Common Stock and 1,585,884 shares of Class A Common Stock issuable upon settlement of Consideration Allocation Rights held by BCP Raptor Aggregator LP (“BCP Aggregator”) and (ii) 4,560,663 shares of Class C Common Stock and 256,124 shares of Class A Common Stock issuable upon settlement of Consideration Allocation Rights held by BX Permian Pipeline Aggregator LP (“BX Permian”) and (iii) 2,387 shares of Class A Common Stock held by Harvest Fund Advisors LLC, an indirect subsidiary of Blackstone (“HFA”), which shares are held by funds and accounts managed by HFA in the ordinary course of its business. BCP VII/BEP II Holdings Manager L.L.C. (“Holdings Manager”) is the general partner of each of BCP Aggregator and BX Permian. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of Holdings Manager. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone |
Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. (“Blackstone”) is the sole member of Blackstone Holdings III GP Management L.L.C. and indirectly controls HFA, an indirect subsidiary of Blackstone, through one or more subsidiaries. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. The address of the principal business office of each of the entities described in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154. |
(3) | Consists of (i) 13,744,582 shares of Class C Common Stock and (ii) 804,659 shares of Class A Common Stock issuable upon settlement of Consideration Allocation Rights held by Buzzard Midstream LLC. ISQ Global Fund II GP, LLC (“Fund II GP”) is the general partner of the members of the indirect owners of Buzzard Midstream LLC and, in such capacity, exercises voting and investment power over the securities directly held by Buzzard Midstream LLC. I Squared Capital, LLC is the sole member of Fund II GP. ISQ Holdings, LLC is the managing member of I Squared Capital, LLC. Each of Sadek Magdi Wahba, Gautam Bhandari and Adil Rahmathulla is a member of ISQ Holdings, LLC but, in reliance on the “rule of three”, disclaim beneficial ownership over the shares of Class A Common Stock reported as beneficially owned by Fund II GP, I Squared Capital, LLC and ISQ Holdings, LLC. |
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a) |
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights ($) (b) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c) |
|||||||||
Equity compensation plans approved by securities holders (1) |
— | — | 561,969 | (2) | ||||||||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Total |
— | — | 561,969 | |||||||||
|
|
|
|
|
|
(1) | The Company’s 2019 Omnibus Compensation Plan (2019 Plan), which was approved by the Company’s stockholders on May 30, 2019, is the only equity compensation plan approved by the Company’s security holders. |
(2) | Available for grant under the 2019 Plan. Amount reflects the Company’s one-for-twenty |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
Description |
2021 ($) |
2020 ($) |
||||||
Audit Fees (1) |
1,095,000 | 820,000 | ||||||
Audit-Related Fees |
— | — | ||||||
Tax Fees |
— | — | ||||||
All Other Fees |
— | — | ||||||
Total |
1,095,000 | 820,000 |
(1) | Audit Fees were for professional services rendered for the annual audit of Altus’s consolidated financial statements included in the Form 10-K, the reviews of Altus’s financial statements included in the Forms 10-Q, and other procedures required to be performed by the independent auditor to be able to form an opinion on Altus’s consolidated financial statements. The Audit Fees for 2021 and 2020 include EY’s annual audit of Altus’s consolidated financial statements for the 2021 and 2020 fiscal years, respectively, the reviews of the financial statements included in the Forms 10-Q, and assistance with and review of documents filed with the SEC. |
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
* | Filed herewith. |
** | Previously filed. |
*** | 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. |
† | Management contracts or compensatory plans or arrangements required to be filed herewith pursuant to Item 15 hereof. |
‡ | Portions have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv), because the omitted information is both not material and is the type that the Company treats as private or confidential. |
ITEM 16. |
FORM 10-K SUMMARY |
Kinetik Holdings Inc. | ||||||
April 28, 2022 | By: | /s/ Jamie Welch | ||||
Name: | Jamie Welch | |||||
Title: | Chief Executive Officer, President and Chief Financial Officer |