We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Oasis Midstream Partners LP | NASDAQ:OMP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.86 | 26.44 | 20.00 | 0 | 01:00:00 |
|
|
|
|
|
FORM 10-K
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Oasis Midstream Partners LP
(Exact name of registrant as specified in its charter)
|
|
|
|
Delaware
|
|
47-1208855
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1001 Fannin Street, Suite 1500
Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(281) 404-9500
(Registrant’s telephone number, including area code)
|
Common Units Representing Limited Partner Interests
|
|
New York Stock Exchange
|
(Title of Class)
|
|
(Name of Exchange)
|
Large accelerated filer
|
o
|
Accelerated filer
|
ý
|
|
|
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
|
|
|
|
|
|
Emerging growth company
|
ý
|
|
|
|
|
|
•
|
an inability of Oasis Petroleum (as defined below) or our other future customers to meet their operational and development plans on a timely basis or at all;
|
•
|
the execution of our business strategies;
|
•
|
the demand for and price of crude oil and natural gas, on an absolute basis and in comparison to the price of alternative and competing fuels;
|
•
|
the fees we charge, and the margins we realize, from our midstream services;
|
•
|
the cost of achieving organic growth in current and new markets;
|
•
|
our ability to make acquisitions of other midstream infrastructure assets or other assets that complement or diversify our operations;
|
•
|
our ability to make acquisitions of other assets on economically acceptable terms from Oasis Petroleum;
|
•
|
the lack of asset and geographic diversification;
|
•
|
the suspension, reduction or termination of our commercial agreements with Oasis Petroleum;
|
•
|
labor relations and government regulations;
|
•
|
competition and actions taken by third-party producers, operators, processors and transporters;
|
•
|
outcomes of litigation and regulatory investigations, proceedings or inquiries;
|
•
|
the demand for, and the costs of developing and conducting, our midstream infrastructure services;
|
•
|
general economic conditions, including the risk of a prolonged economic slowdown or decline, or the risk of delay in a recovery, which can affect the long-term demand for natural gas and crude oil and related services;
|
•
|
the price and availability of equity and debt financing;
|
•
|
operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
potential effects arising from cyber threats, terrorist attacks and any consequential or other hostilities;
|
•
|
interruption of our operations due to social, civil or political events or unrest;
|
•
|
changes in environmental, safety and other laws and regulations;
|
•
|
the effects of accounting pronouncements issued periodically during the periods covered by forward-looking statements;
|
•
|
changes in our tax status;
|
•
|
uncertainty regarding our future operating results; and
|
•
|
certain factors discussed elsewhere in this Form 10-K.
|
DevCos
|
|
Areas Served
|
|
Service Lines
|
|
OMP Ownership
|
Bighorn DevCo
|
|
Wild Basin
|
|
–
Natural gas processing
–
Crude oil stabilization
–
Crude oil blending
–
Crude oil and NGL storage
–
Crude oil transportation
|
|
100%
|
Bobcat DevCo
|
|
Wild Basin
|
|
–
Natural gas gathering
–
Natural gas compression
–
Gas lift
–
Crude oil gathering
–
Produced and flowback water gathering
–
Produced and flowback water disposal
|
|
25%
|
Beartooth DevCo
|
|
Alger
Cottonwood Hebron Indian Hills Red Bank Wild Basin |
|
–
Produced and flowback water gathering
–
Produced and flowback water disposal
–
Freshwater supply and distribution
|
|
70%
|
•
|
two natural gas processing plants with total processing capacity of
280
million standard cubic feet per day (“MMscfpd”) with enhanced propane recovery refrigeration units;
|
•
|
four
mechanical refrigeration units with total capacity of
40
MMscfpd to process natural gas volumes in excess of current capacity;
|
•
|
an approximately
20
-mile, 10-inch, FERC-regulated, mainline crude oil pipeline to the sales destination, Johnson’s Corner, with up to
75,000
barrels of crude oil per day (“Bopd”) of operating capacity; and
|
•
|
a crude oil blending, stabilization and storage facility with
240,000
barrels of storage capacity.
|
•
|
approximately
40
miles of six- and eight-inch crude oil gathering pipelines with initial capacity of
50,000
Bopd, which can be expanded to
70,000
Bopd, approximately
80%
of which was constructed as of
December 31, 2018
and was servicing substantially all of Oasis Petroleum’s recently completed wells;
|
•
|
approximately
73
miles of eight-inch through 20-inch natural gas gathering pipelines with gathering capacity of up to
220
MMscfpd and field compression capabilities, approximately
80%
of which was constructed as of
December 31, 2018
and was servicing Oasis Petroleum’s and certain third party producers’ recently completed wells;
|
•
|
a natural gas lift system providing artificial lift throughout the field; and
|
•
|
a produced and flowback water gathering and disposal system, consisting of
eight
current disposal wells and approximately
39
miles of eight-and ten-inch pipeline with capacity of approximately
60,000
Bowpd. Approximately
80%
of the produced and flowback water gathering lines and
five
disposal wells were completed as of
December 31, 2018
and were servicing substantially all of Oasis Petroleum’s recently completed wells.
|
•
|
seven
strategically located produced and flowback water gathering pipeline systems spanning approximately
384
miles that connect approximately
675
crude oil and natural gas producing wells to our disposal well sites;
|
•
|
twenty-one
strategically located disposal wells that dispose of produced and flowback water from our produced and flowback water gathering pipeline systems or from third-party trucks;
|
•
|
approximately
328
miles of freshwater pipeline that connect to approximately
527
crude oil and natural gas producing wells that are widely dispersed throughout our areas of operation, allowing for expansion to new wells in these areas for completion with minimal expansion capital expenditures;
|
•
|
a freshwater distribution system, which includes four freshwater ponds, in McKenzie County, North Dakota, spanning approximately
60
miles; and
|
•
|
a centralized freshwater intake facility from the Missouri River in McKenzie County, North Dakota.
|
•
|
Dropdown Acquisitions from Oasis Petroleum
. As of
December 31, 2018
, Oasis Petroleum owns a
75%
economic interest in Bobcat DevCo and a
30%
economic interest in Beartooth DevCo, both of which are subject to our ROFO or ROFR, as applicable, with Oasis Petroleum or its successors. We anticipate that we will have the opportunity to make accretive acquisitions from Oasis Petroleum by acquiring the remaining equity interests in Bobcat DevCo and Beartooth DevCo. We also anticipate acquiring assets that are not currently included in the DevCos that we anticipate Oasis Petroleum will develop to support its production activities. Oasis Petroleum’s future development areas in the Williston Basin and in the Delaware Basin provide it the opportunity to develop a portion or a full suite of crude oil, natural gas and water-related midstream assets.
|
•
|
Organic Growth
. Our midstream infrastructure footprint services Oasis Petroleum’s leading acreage position in the Williston Basin. During the year ended
December 31, 2018
, Oasis Petroleum completed and placed on production
114
gross (
79.0
net) operated Bakken and Three Forks wells, compared to
88
gross (
58.3
net) operated Bakken and Three Forks wells during the year ended
December 31, 2017
. During
2018
, Oasis Petroleum incurred total capital expenditures of
$2.2 billion
, including midstream capital expenditures of
$277.6 million
. We anticipate we will be positioned to increase our throughput volumes and cash flows as Oasis Petroleum grows its production volumes through our crude oil, natural gas and water-related midstream assets. For the year ended
December 31, 2018
, our pipelines gathered approximately
90%
of the produced and flowback water volumes produced from Oasis Petroleum’s operated wells and disposed of approximately
95%
of the produced and flowback water volumes produced from Oasis Petroleum’s operated wells. We will seek to increase this percentage as we increase utilization on our existing pipelines and further develop our midstream infrastructure with volumes from Oasis Petroleum and third parties. Additionally, for the year ended
December 31, 2018
, our crude oil and natural gas pipelines gathered
59,642
Boepd produced from Oasis Petroleum’s operated wells in the Wild Basin area.
|
•
|
Dropdown Acquisition Opportunities.
As of
December 31, 2018
, Oasis Petroleum retains a
75%
economic interest in Bobcat DevCo and a
30%
economic interest in Beartooth DevCo, both of which are subject to our ROFO or ROFR, as applicable, with Oasis Petroleum or its successors. In addition, we believe Oasis Petroleum will continue to build crude oil, natural gas and water-related midstream assets to support its production growth. We anticipate that we will have the opportunity to make accretive acquisitions from Oasis Petroleum by acquiring the remaining equity interests in two of our DevCos. In addition, we anticipate acquiring midstream assets that Oasis Petroleum elects to develop and sell to support its production activities in the Williston Basin and the Delaware Basin.
|
•
|
The Development of the Williston Basin is a Strategic Priority for Oasis Petroleum.
Oasis Petroleum owns and operates an extensive and contiguous land position with a large inventory of leasehold acreage in the core areas of the Williston Basin, of which approximately
97%
was held by production as of
December 31, 2018
. We believe we will directly benefit from Oasis Petroleum’s continued development of its Williston Basin acreage, where it serves as operator with respect to substantially all of its net wells.
|
•
|
Demand for Midstream Infrastructure Services in the Williston Basin
. The Wild Basin area in McKenzie County, North Dakota is the primary area of focus for Oasis Petroleum’s drilling plan given its core location within the Williston Basin. We believe the extensive midstream infrastructure we have built and are continuing to build in this area provides a strategic footprint in the core of the Williston Basin and provides opportunities to continue to connect other third-party operators. We believe our midstream assets will continue to be able to compete for third-party business based on the cost-effective nature of our midstream services compared to the current alternatives for transportation of crude oil, natural gas and water in the Williston Basin. Additionally, due to the core location of our assets, we believe that extensive development will occur in and around our assets in the current commodity price environment, and future development activity will be highly levered to any commodity price recovery.
|
•
|
Strategically Located Near Key Demand Centers
. We believe our crude oil pipeline to Johnson’s Corner provides a highly strategic takeaway alternative for operators in the core of the Williston Basin. Johnson’s Corner is a receipt point for the Dakota Access Pipeline, which has significantly improved in-basin pricing realizations for producers since coming online.
|
•
|
Full-Service Operational Flexibility
. In addition to our crude oil, natural gas and water gathering capabilities, our midstream assets also include crude oil blending, stabilization and storage, and a mainline FERC-regulated crude oil pipeline to the sales destination, Johnson’s Corner. In addition, we have two fully operational natural gas processing plants with approximately
280
MMscfpd natural gas processing capacity with enhanced propane recovery refrigeration units, as well as
four
mechanical refrigeration units with total capacity of
40
MMscfpd. Our natural gas processing plants and mechanical refrigeration units service natural gas production from both Oasis Petroleum and third parties. As production increases in the Williston Basin, our interconnected system is constructed to provide optionality, which increases our growth prospects and value proposition to additional third-party customers.
|
•
|
Oasis Petroleum granted the Partnership a ROFO with respect to (i) its retained interests in each of Bobcat DevCo and Beartooth DevCo and (ii) any other midstream assets that Oasis Petroleum or any successor to Oasis Petroleum builds with respect to its current acreage and elects to sell in the future, which ROFO converts into a ROFR upon a change of control of Oasis Petroleum;
|
•
|
Oasis Petroleum provided the Partnership with a license to use certain Oasis Petroleum-related names and trademarks in connection with the Partnership’s operations; and
|
•
|
Oasis Petroleum agreed to indemnify the Partnership for certain environmental and other liabilities, including certain liabilities related to the Mirada litigation (as described in the Omnibus Agreement, the “Mirada Litigation”), and the
|
•
|
a reduction in or slowing of Oasis Petroleum’s anticipated drilling and production schedule, which would directly and adversely impact demand for our midstream infrastructure;
|
•
|
the volatility of crude oil and natural gas prices, which could have a negative effect on the value of Oasis Petroleum’s properties, its drilling programs or its ability to finance its operations;
|
•
|
changes in regulations or statutes applicable to us or Oasis Petroleum, which could have a negative effect on the value of our facilities or services or Oasis Petroleum’s properties, its drilling programs or its ability to finance its operations;
|
•
|
the availability of capital on an economic basis to fund Oasis Petroleum’s exploration and development activities;
|
•
|
Oasis Petroleum’s ability to replace reserves;
|
•
|
Oasis Petroleum’s drilling and operating risks, including potential environmental liabilities;
|
•
|
severe weather that may adversely affect Oasis Petroleum’s production and operations;
|
•
|
limitations on Oasis Petroleum’s operations resulting from its debt restrictions and financial covenants;
|
•
|
adverse effects of governmental and environmental regulation; and
|
•
|
losses from pending or future litigation.
|
•
|
Oasis Petroleum’s and our third-party customers’ ability to fund their drilling programs in our areas of operation;
|
•
|
market prices of crude oil and natural gas and their effect on Oasis Petroleum’s and third parties’ drilling schedule, as well as produced volumes;
|
•
|
the fees we charge, and the margins we realize, from our midstream infrastructure business;
|
•
|
the volumes of natural gas we gather, compress and process, the volumes of crude oil we gather, blend, stabilize and transport, the volumes of produced and flowback water we collect or dispose of and the volumes of freshwater we distribute;
|
•
|
our ability to make acquisitions of other midstream infrastructure assets, including any of the Subject Assets, or other assets that complement or diversify our operations;
|
•
|
the level of competition from other companies;
|
•
|
costs associated with leaks or accidental releases of hydrocarbons or produced and flowback water into the environment, as a result of human error or otherwise;
|
•
|
adverse weather conditions, natural disasters, vandalism and acts of terror;
|
•
|
the level of our operating, maintenance and general and administrative costs;
|
•
|
governmental regulations, including changes in governmental regulations, in our and our customers’ industries; and
|
•
|
prevailing economic and market conditions.
|
•
|
the level and timing of capital expenditures we make;
|
•
|
our debt service requirements and other liabilities;
|
•
|
the level of our operating costs and expenses and the performance of our various facilities;
|
•
|
our ability to make borrowings under the revolving credit facility (as defined below) to pay distributions;
|
•
|
fees and expenses of our General Partner and its affiliates (including Oasis Petroleum) we are required to reimburse; and
|
•
|
other business risks affecting our cash levels.
|
•
|
the availability and cost of capital;
|
•
|
prevailing and projected crude oil and natural gas prices;
|
•
|
the proximity, capacity, cost and availability of gathering and transportation facilities, and other factors that result in differentials to benchmark prices;
|
•
|
demand for crude oil and natural gas;
|
•
|
levels of reserves;
|
•
|
geologic considerations;
|
•
|
environmental or other governmental laws and regulations, including the availability of drilling permits, the regulation of hydraulic fracturing, the availability of certain federal income tax deductions with respect to crude oil and natural gas exploration and development, and state taxes on crude oil and natural gas extraction;
|
•
|
stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of crude oil and natural gas; and
|
•
|
the costs of producing crude oil and natural gas and the availability and costs of drilling rigs and other equipment.
|
•
|
the supply of and demand for crude oil and natural gas;
|
•
|
the level of prices, and expectations about future prices, of crude oil and natural gas;
|
•
|
the cost of exploring for, developing, producing and delivering crude oil and natural gas, including fracturing services;
|
•
|
the expected rate of decline of current crude oil and natural gas production;
|
•
|
the discovery rates of new crude oil and natural gas reserves;
|
•
|
available pipeline and other transportation capacity;
|
•
|
lead times associated with acquiring equipment and products and availability of personnel;
|
•
|
weather conditions, including hurricanes, tornadoes, wildfires, drought or man-made disasters that can affect crude oil and natural gas operations over a wide area, as well as local weather conditions in the Bakken Shale region of the Williston Basin in North Dakota that can have a significant impact on drilling activity in that region;
|
•
|
regulations regarding flaring which may significantly increase the expenses associated with production;
|
•
|
domestic and worldwide economic conditions;
|
•
|
contractions in the credit market;
|
•
|
political instability in certain crude oil and natural gas producing countries;
|
•
|
the continued threat of terrorism and the impact of military and other action, including military action in the Middle East;
|
•
|
governmental regulations, including income tax laws or government incentive programs relating to the crude oil and natural gas industry and the policies of governments regarding the exploration for and production and development of their crude oil and natural gas reserves;
|
•
|
the level of crude oil production by non-OPEC countries and the available excess production capacity within OPEC;
|
•
|
crude oil refining capacity and shifts in end-customer preferences toward fuel efficiency;
|
•
|
potential acceleration in the development, and the price and availability, of alternative fuels;
|
•
|
the availability of water resources for use in hydraulic fracturing operations;
|
•
|
public pressure on, and legislative and regulatory interest in, federal, state and local governments to ban, stop, significantly limit or regulate hydraulic fracturing operations;
|
•
|
technical advances affecting energy consumption;
|
•
|
the access to and cost of capital for crude oil and natural gas producers;
|
•
|
merger and divestiture activity among crude oil and natural gas producers; and
|
•
|
the impact of changing regulations and environmental and occupational health and safety rules and policies.
|
•
|
Oasis Petroleum may choose not to sell these non-controlling interests or assets;
|
•
|
we may not accept offers for these assets or make acceptable offers for these equity interests;
|
•
|
we and Oasis Petroleum may be unable to agree to terms acceptable to both parties;
|
•
|
we may be unable to obtain financing to purchase these non-controlling interests or assets on acceptable terms or at all; or
|
•
|
we may be prohibited by the terms of our debt agreements (including our revolving credit facility, as defined below) or other contracts from purchasing some or all of these non-controlling interests or assets, and Oasis Petroleum may be prohibited by the terms of its debt agreements or other contracts from selling some or all of these non-controlling interests or assets. If we or Oasis Petroleum must seek waivers of such provisions or refinance debt governed by such provisions in order to consummate a sale of these non-controlling interests or assets, we or Oasis Petroleum may be unable to do so in a timely manner or at all.
|
•
|
mistaken assumptions about volumes, revenue and costs, including synergies and potential growth;
|
•
|
an inability to secure adequate customer commitments to use the acquired systems or facilities;
|
•
|
an inability to integrate successfully the assets or businesses we acquire;
|
•
|
the assumption of unknown environmental and other liabilities for which we are not indemnified or for which our indemnity is inadequate;
|
•
|
limitations on rights to indemnity from the seller;
|
•
|
mistaken assumptions about the overall costs of equity or debt;
|
•
|
customer or key personnel losses at the acquired businesses;
|
•
|
the diversion of management’s and employees’ attention from other business concerns; and
|
•
|
unforeseen difficulties operating in new geographic areas or business lines.
|
•
|
catastrophic events, including tornadoes, seismic activity such as earthquakes, lightning strikes, fires and floods;
|
•
|
loss of electricity or power;
|
•
|
rupture, spills or other unauthorized releases in or from gathering pipelines and disposal facilities;
|
•
|
explosion, breakage, loss of power or accidents to machinery, storage tanks or facilities;
|
•
|
leaks in packers and tubing below the surface, failures in cement or casing or ruptures in the pipes, valves, fittings, hoses, pumps, tanks, containment systems or houses that lead to spills or employee injuries;
|
•
|
environmental remediation;
|
•
|
pressure issues that limit or restrict our ability to inject water into the disposal well or limitations with the injection zone formation and its permeability or porosity that could limit or prevent disposal of additional fluids;
|
•
|
labor difficulties;
|
•
|
malfunctions in automated control systems at our assets or facilities;
|
•
|
disruptions in the supply of produced and flowback water to our assets;
|
•
|
failure of third-party pipelines, pumps, equipment or machinery; and
|
•
|
governmental mandates, compliance, inspection, restrictions or laws and regulations.
|
•
|
incur or guarantee additional debt;
|
•
|
redeem or repurchase units or make distributions under certain circumstances;
|
•
|
make certain investments and acquisitions;
|
•
|
incur certain liens or permit them to exist;
|
•
|
enter into certain types of transactions with affiliates;
|
•
|
merge or consolidate with another company; and
|
•
|
transfer, sell or otherwise dispose of assets.
|
•
|
our ability to obtain additional financing, if necessary, for working capital, capital expenditures (including required well pad connections and well connections pursuant to our produced and flowback water gathering and disposal agreement as well as acquisitions) or other purposes may be impaired or such financing may not be available on favorable terms;
|
•
|
our funds available for operations, future business opportunities and distributions to unitholders will be reduced by that portion of our cash flows required to make interest payments on our debt;
|
•
|
we may be more vulnerable to competitive pressures or a downturn in our business or the economy generally; and
|
•
|
our flexibility in responding to changing business and economic conditions may be limited.
|
•
|
damages to pipelines, terminals and facilities, related equipment and surrounding properties caused by earthquakes, tornadoes, floods, fires, severe weather, explosions and other natural disasters and acts of terrorism or vandalism;
|
•
|
maintenance, repairs, mechanical or structural failures at our or Oasis Petroleum’s facilities or at third-party facilities on which our or Oasis Petroleum’s operations are dependent, including electrical shortages, power disruptions and power grid failures;
|
•
|
equipment defects, vehicle accidents, blowouts, surface cratering, uncontrollable flows of natural gas or well fluids, abnormally pressured formations and various environmental hazards such as unauthorized crude oil or produced water spills and releases of, and exposure to, hazardous substances;
|
•
|
risks associated with hydraulic fracturing, including any mishandling, surface spillage or potential underground migration of fracturing fluids, including chemical additives;
|
•
|
damages to and loss of availability of interconnecting third-party pipelines, railroads, terminals and other means of delivering produced and flowback water, freshwater, crude oil and natural gas;
|
•
|
crude oil tank car derailments, fires, explosions and spills;
|
•
|
disruption or failure of information technology systems and network infrastructure due to various causes, including unauthorized access or attack;
|
•
|
curtailments of operations due to severe seasonal weather;
|
•
|
riots, strikes, lockouts or other industrial disturbances;
|
•
|
governmental mandates, compliance, inspections restrictions or laws and regulations; and
|
•
|
other hazards.
|
•
|
injury or loss of life;
|
•
|
damage to and destruction of property, natural resources and equipment;
|
•
|
pollution and other environmental damage;
|
•
|
regulatory investigations and penalties;
|
•
|
suspension of our operations; and
|
•
|
repair and remediation costs.
|
•
|
the levels of domestic production and consumer demand;
|
•
|
the availability of transportation systems with adequate capacity;
|
•
|
the volatility and uncertainty of regional pricing differentials;
|
•
|
worldwide economic conditions;
|
•
|
worldwide political events, including actions taken by foreign crude oil and natural gas producing nations;
|
•
|
worldwide weather events and conditions, including natural disasters and seasonal changes;
|
•
|
the price and availability of alternative fuels;
|
•
|
the effect of energy conservation measures;
|
•
|
the nature and extent of governmental regulation (including environmental requirements) and taxation;
|
•
|
fluctuations in demand from electric power generators and industrial customers; and
|
•
|
the anticipated future prices of crude oil and natural gas, condensate and other commodities.
|
•
|
the level of existing and new competition to provide gathering services to our markets;
|
•
|
the macroeconomic factors affecting natural gas gathering economics for our current and potential customers;
|
•
|
the balance of supply and demand, on a short-term, seasonal and long-term basis, in our markets;
|
•
|
the extent to which the customers in our markets are willing to contract on a long-term basis; and
|
•
|
the effects of federal, state or local regulations on the contracting practices of our customers.
|
•
|
supply chain disruptions, which could delay or halt development of additional infrastructure, effectively delaying the start of cash flows from the project;
|
•
|
delays in delivering or failure to deliver product at the tailgate of our facilities, resulting in a loss of revenues;
|
•
|
operational disruption resulting in loss of revenues;
|
•
|
events of non-compliance that could lead to regulatory fines or penalties; and
|
•
|
business interruptions that could result in expensive remediation efforts, distraction of management, damage to our reputation or a negative impact on the price of our units.
|
•
|
neither our partnership agreement nor any other agreement requires Oasis Petroleum to pursue a business strategy that favors us;
|
•
|
Oasis Petroleum, as our anchor customer, has an economic incentive to cause us not to seek higher fees, even if such higher fees would reflect fees that could be obtained in arm’s-length, third-party transactions;
|
•
|
Oasis Petroleum may choose to shift the focus of its investment and operations to areas not served by our assets;
|
•
|
actions taken by our General Partner may affect the amount of cash available to pay distributions to unitholders or accelerate the right to convert subordinated units;
|
•
|
the directors and officers of Oasis Petroleum have a fiduciary duty to make decisions in the best interests of the stockholders of Oasis Petroleum, which may be contrary to our interests;
|
•
|
our General Partner is allowed to take into account the interests of parties other than us, such as Oasis Petroleum, in exercising certain rights under our partnership agreement, including with respect to conflicts of interest;
|
•
|
except in limited circumstances, our General Partner has the power and authority to conduct our business without unitholder approval;
|
•
|
our General Partner may cause us to borrow funds in order to permit the payment of cash distributions;
|
•
|
disputes may arise under our agreements with Oasis Petroleum and its affiliates;
|
•
|
our General Partner controls the enforcement of obligations owed to us by our General Partner and its affiliates, including our contractual commercial agreements with Oasis Petroleum;
|
•
|
our General Partner determines the amount and timing of asset purchases and sales, borrowings, issuances of additional partnership securities and the level of reserves, each of which can affect the amount of cash that is distributed to our unitholders;
|
•
|
our General Partner determines the amount and timing of any cash expenditure and whether a cash expenditure is classified as a maintenance capital expenditure, which reduces operating surplus. This determination can affect the amount of cash from operating surplus that is distributed to our unitholders which, in turn, may affect the ability of the subordinated units to convert;
|
•
|
our partnership agreement limits the liability of, and replaces the duties owed by, our General Partner and also restricts the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty;
|
•
|
common unitholders have no right to enforce obligations of our General Partner and its affiliates under agreements with us;
|
•
|
contracts between us, on the one hand, and our General Partner and its affiliates, on the other, are not and will not be the result of arm’s-length negotiations;
|
•
|
our partnership agreement permits us to distribute up to $40.0 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus, which may be used to fund distributions on our subordinated units or the incentive distribution rights;
|
•
|
our General Partner determines which costs incurred by it and its affiliates are reimbursable by us;
|
•
|
our partnership agreement does not restrict our General Partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with its affiliates on our behalf;
|
•
|
our General Partner intends to limit its liability regarding our contractual and other obligations;
|
•
|
our General Partner may exercise its right to call and purchase common units if it and its affiliates own more than 80% of the common units;
|
•
|
we may not choose to retain separate counsel for ourselves or for the holders of common units;
|
•
|
our General Partner’s affiliates may compete with us, and our General Partner and its affiliates have limited obligations to present business opportunities to us; and
|
•
|
the holder or holders of our incentive distribution rights may elect to cause us to issue common units to it in connection with a resetting of incentive distribution levels without the approval of our unitholders, which may result in lower distributions to our common unitholders in certain situations.
|
•
|
how to allocate business opportunities among us and its other affiliates;
|
•
|
whether to exercise its call right;
|
•
|
whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of the general partner;
|
•
|
how to exercise its voting rights with respect to any units it owns;
|
•
|
whether to exercise its registration rights; and
|
•
|
whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement.
|
•
|
provides that whenever our General Partner, the board of directors of our General Partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our General Partner, the board of directors of our General Partner and any committee thereof (including the conflicts committee) is required to make such determination, or take or decline to take such other action, in the absence of bad faith, and will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;
|
•
|
provides that our General Partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning that it believed that the decision was not adverse to the interest of our partnership;
|
•
|
provides that our General Partner and its officers and directors will not be liable for monetary damages to us, our limited partners or their assignees resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and
|
•
|
provides that our General Partner will not be in breach of its obligations under the partnership agreement to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is:
|
◦
|
approved by the conflicts committee of the board of directors of our General Partner, although our General Partner is not obligated to seek such approval; or
|
◦
|
approved by the vote of a majority of the outstanding common units, excluding any common units owned by our General Partner and its affiliates.
|
•
|
each unitholder’s proportionate ownership interest in us will decrease;
|
•
|
the amount of our distributable cash per unit may decrease;
|
•
|
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
•
|
our quarterly distributions;
|
•
|
our quarterly or annual earnings or those of other companies in our industry;
|
•
|
events affecting Oasis Petroleum;
|
•
|
announcements by us or our competitors of significant contracts or acquisitions;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
general economic conditions;
|
•
|
the failure of securities analysts to cover our common units or changes in financial estimates by analysts;
|
•
|
future sales of our common units; and
|
•
|
other factors described in these “Risk Factors.”
|
•
|
we have distributed cash from operating surplus to the common unitholders and subordinated unitholders in an amount equal to the minimum quarterly distribution; and
|
•
|
we have distributed cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;
|
•
|
first
, to all unitholders, pro rata, until each unitholder receives a total of
$0.43125
per unit for that quarter, or the first target distribution;
|
•
|
second
,
85%
to all common unitholders and subordinated unitholders, pro rata, and
15%
to the holders of our incentive distribution rights, until each unitholder receives a total of
$0.46875
per unit for that quarter, or the second target distribution;
|
•
|
third
,
75%
to all common unitholders and subordinated unitholders, pro rata, and
25%
to the holders of our incentive distribution rights, until each unitholder receives a total of
$0.56250
per unit for that quarter, or the third target distribution; and
|
•
|
thereafter
,
50%
to all common unitholders and subordinated unitholders, pro rata, and
50%
to the holders of our incentive distribution rights.
|
|
|
|
|
Marginal Percentage Interest in Distributions
|
||||
|
|
Total Quarterly Distribution Per Unit
|
|
Unitholders
|
|
IDR Holders
|
||
Minimum Quarterly Distribution
|
|
up to $0.3750
|
|
100
|
%
|
|
—
|
%
|
First Target Distribution
|
|
above $0.3750 up to $0.4313
|
|
100
|
%
|
|
—
|
%
|
Second Target Distribution
|
|
above $0.4313 up to $0.4688
|
|
85
|
%
|
|
15
|
%
|
Third Target Distribution
|
|
above $0.4688 up to $0.5625
|
|
75
|
%
|
|
25
|
%
|
Thereafter
|
|
above $0.5625
|
|
50
|
%
|
|
50
|
%
|
•
|
for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date, aggregate distributions from operating surplus equaled or exceeded the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding in each quarter in each period;
|
•
|
for the same three consecutive, non-overlapping four-quarter periods, the “adjusted operating surplus” equaled or exceeded the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding during each quarter on a fully diluted weighted average basis; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on our common units.
|
•
|
for one four-quarter period immediately preceding that date, aggregate distributions from operating surplus exceeded 150.0% of the minimum quarterly distribution multiplied by the total number of common units and subordinated units outstanding in each quarter in the period;
|
•
|
for the same four-quarter period, the “adjusted operating surplus” equaled or exceeded
150.0%
of the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding during each quarter on a fully diluted weighted average basis, plus the related distribution on the incentive distribution rights; and
|
•
|
there are no arrearages in payment of the minimum quarterly distributions on our common units.
|
1.
|
$100 was invested in our common units, the S&P 500 and the Alerian MLP Index on September 21, 2017 at the closing price on such date; and
|
2.
|
Dividends were reinvested.
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per unit data)
|
||||||||||||||
Statement of operations data:
|
|
|
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Midstream services – Oasis Petroleum
|
$
|
248,216
|
|
|
$
|
168,205
|
|
|
$
|
107,772
|
|
|
$
|
83,840
|
|
Midstream services – third parties
|
2,604
|
|
|
1,973
|
|
|
594
|
|
|
21
|
|
||||
Product sales – Oasis Petroleum
|
17,476
|
|
|
11,644
|
|
|
12,486
|
|
|
20,835
|
|
||||
Product sales – third parties
|
3,327
|
|
|
394
|
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
271,623
|
|
|
182,216
|
|
|
120,852
|
|
|
104,696
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
146,409
|
|
|
$
|
72,547
|
|
|
$
|
40,128
|
|
|
$
|
32,442
|
|
Net income subsequent to the initial public offering
|
146,409
|
|
|
34,970
|
|
|
|
|
|
||||||
Net income attributable to Oasis Midstream Partners LP
|
50,055
|
|
|
11,638
|
|
|
|
|
|
||||||
Earnings Attributable to Limited Partners Per Limited Partner Unit
|
|
|
|
|
|
|
|
||||||||
Common units — Basic
|
$
|
1.82
|
|
|
$
|
0.43
|
|
|
|
|
|
||||
Common units — Diluted
|
1.82
|
|
|
0.43
|
|
|
|
|
|
||||||
Cash distribution declared per limited partner unit
(1)
|
1.68
|
|
|
0.40
|
|
|
|
|
|
||||||
Balance Sheet
|
|
|
|
|
|
|
|
||||||||
Total property, plant and equipment, net
|
$
|
870,425
|
|
|
$
|
619,580
|
|
|
$
|
431,535
|
|
|
$
|
265,409
|
|
Total assets
|
964,252
|
|
|
709,906
|
|
|
450,028
|
|
|
280,763
|
|
||||
Long-term debt
|
318,000
|
|
|
78,000
|
|
|
—
|
|
|
—
|
|
||||
Total equity
|
551,445
|
|
|
560,020
|
|
|
331,675
|
|
|
204,856
|
|
||||
Cash Flows
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
205,012
|
|
|
$
|
79,843
|
|
|
$
|
72,086
|
|
|
$
|
54,143
|
|
Net cash used in investing activities
|
(276,810
|
)
|
|
(255,944
|
)
|
|
(157,866
|
)
|
|
(120,234
|
)
|
||||
Net cash provided by financing activities
|
77,564
|
|
|
176,984
|
|
|
85,780
|
|
|
66,091
|
|
||||
Non-GAAP Financial Measures
(2)
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
$
|
177,512
|
|
|
$
|
119,152
|
|
|
$
|
79,912
|
|
|
65,823
|
|
|
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
68,758
|
|
|
13,713
|
|
|
|
|
|
||||||
Distributable cash flow attributable to Oasis Midstream Partners LP
|
59,323
|
|
|
12,074
|
|
|
|
|
|
(1)
|
The cash distribution declared for the year ended
December 31, 2017
represents the initial quarterly cash distribution of $0.3750 per unit for the quarter ended
December 31, 2017
, as well as the cash distribution of $0.0245 per unit for the six days subsequent to the initial public offering for the quarter ended September 30, 2017.
See Note
12
to our consolidated financial statements for further discussion of our distributions.
|
(2)
|
Adjusted EBITDA and Distributable Cash Flow are not defined by accounting principles generally accepted in the United States of America (“GAAP”) and should not be considered an alternative to, or more meaningful than, net income (loss), operating income (loss), net cash provided by (used in) operating activities or any other measures prepared under GAAP. For definitions and reconciliations of Adjusted EBITDA and Distributable Cash Flow to their most directly comparable GAAP measures, see “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
—
Non-GAAP Financial Measures
.”
|
•
|
Net income was
$146.4 million
and net cash provided by operating activities was
$205.0 million
for the year ended
December 31, 2018
.
|
•
|
Adjusted EBITDA was
$177.5 million
and net Adjusted EBITDA to the Partnership was
$68.8 million
for the year ended
December 31, 2018
. Adjusted EBITDA is a non-GAAP financial measure. See “
Non-GAAP Financial Measures
” below.
|
•
|
Distributable Cash Flow (“DCF”) was
$59.3 million
for the year ended
December 31, 2018
. DCF is a non-GAAP financial measure. See “
Non-GAAP Financial Measures
” below.
|
•
|
We increased water volumes in Beartooth DevCo to
151.1
thousand barrels of water per day, a 53% increase compared to the fourth quarter of 2017.
|
•
|
We successfully commenced operations at our new
200
MMscfpd natural gas processing plant in Wild Basin (“Gas Plant II”) in early December and began servicing third party natural gas volumes during the
fourth quarter
of
2018
.
|
•
|
We completed the acquisition from Oasis Petroleum of an additional
15%
ownership interest in Bobcat DevCo and an additional
30%
ownership interest in Beartooth DevCo for total consideration of
$251.4 million
, consisting of
$172.4 million
in cash and
$79.0 million
in common units.
|
•
|
We successfully signed multiple third party agreements across all three DevCos and have commenced services pursuant to these agreements to provide our full suite of midstream services to third parties.
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2017
|
|
2018
|
||||
|
|
(In thousands, except throughput volumes)
|
||||||
Bighorn DevCo
|
|
|
|
|
||||
Crude oil services volumes (Mbopd)
|
|
43.8
|
|
|
45.1
|
|
||
Natural gas services volumes (MMscfpd)
|
|
70.0
|
|
|
113.0
|
|
||
Operating income
|
|
$
|
5,279
|
|
|
$
|
5,963
|
|
Depreciation and amortization
|
|
1,085
|
|
|
3,323
|
|
||
Capital expenditures
|
|
31,227
|
|
|
19,233
|
|
||
Bobcat DevCo
|
|
|
|
|
||||
Crude oil services volumes (Mbopd)
|
|
34.2
|
|
|
36.9
|
|
||
Natural gas services volumes (MMscfpd)
|
|
108.4
|
|
|
166.8
|
|
||
Water services volumes (Mbowpd)
|
|
32.2
|
|
|
53.9
|
|
||
Operating income
|
|
$
|
16,715
|
|
|
$
|
19,896
|
|
Depreciation and amortization
|
|
1,720
|
|
|
2,698
|
|
||
Capital expenditures
|
|
17,753
|
|
|
23,679
|
|
||
Beartooth DevCo
|
|
|
|
|
||||
Water services volumes (Mbowpd)
|
|
98.5
|
|
|
151.1
|
|
||
Operating income
|
|
$
|
12,015
|
|
|
$
|
15,068
|
|
Depreciation and amortization
|
|
1,566
|
|
|
2,171
|
|
||
Capital expenditures
|
|
13,501
|
|
|
15,191
|
|
||
Oasis Midstream Partners LP
|
|
|
|
|
||||
DevCo operating income
|
|
$
|
34,009
|
|
|
$
|
40,927
|
|
Public company expenses
|
|
644
|
|
|
632
|
|
||
OMP operating income
|
|
33,365
|
|
|
40,295
|
|
||
Depreciation and amortization
|
|
4,371
|
|
|
8,192
|
|
||
Equity-based compensation expenses
|
|
53
|
|
|
76
|
|
||
Total CapEx
|
|
62,481
|
|
|
58,103
|
|
||
Maintenance CapEx
|
|
2,501
|
|
|
1,568
|
|
||
Expansion CapEx
(1)
|
|
59,980
|
|
|
56,535
|
|
•
|
successful development activity by Oasis Petroleum on our dedicated acreage and our ability to fund the capital costs required to connect our infrastructure assets to new wells;
|
•
|
our ability to utilize the remaining uncommitted capacity on, or add additional capacity to, our infrastructure assets;
|
•
|
the level of workovers and recompletions of wells on existing pad sites to which our infrastructure assets are connected;
|
•
|
our ability to identify and execute organic expansion projects to capture incremental volumes from Oasis Petroleum and third parties;
|
•
|
our ability to compete for volumes from successful new wells in the areas in which we operate outside of our dedicated acreage;
|
•
|
our ability to provide crude oil, natural gas and water-related midstream services with respect to volumes produced on acreage that has been released from commitments with our competitors; and
|
•
|
our ability to obtain financing for acquiring incremental assets in dropdown transactions from Oasis Petroleum.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating results (in thousands):
|
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Midstream services – Oasis Petroleum
|
$
|
248,216
|
|
|
$
|
168,205
|
|
|
$
|
107,772
|
|
Midstream services – third parties
|
2,604
|
|
|
1,973
|
|
|
594
|
|
|||
Product sales – Oasis Petroleum
|
17,476
|
|
|
11,644
|
|
|
12,486
|
|
|||
Product sales – third parties
|
3,327
|
|
|
394
|
|
|
—
|
|
|||
Total revenues
|
$
|
271,623
|
|
|
$
|
182,216
|
|
|
$
|
120,852
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Operating expenses
|
|
|
|
|
|
||||||
Costs of product sales
|
$
|
7,433
|
|
|
$
|
6,085
|
|
|
$
|
6,479
|
|
Operating and maintenance
|
63,123
|
|
|
39,441
|
|
|
22,796
|
|
|||
Depreciation and amortization
|
28,404
|
|
|
15,730
|
|
|
8,525
|
|
|||
General and administrative
|
23,897
|
|
|
18,597
|
|
|
12,112
|
|
|||
Total operating expenses
|
122,857
|
|
|
79,853
|
|
|
49,912
|
|
|||
Operating Income
|
148,766
|
|
|
102,363
|
|
|
70,940
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(2,343
|
)
|
|
(6,965
|
)
|
|
(5,481
|
)
|
|||
Other income (expense)
|
(14
|
)
|
|
7
|
|
|
(474
|
)
|
|||
Total other expense
|
(2,357
|
)
|
|
(6,958
|
)
|
|
(5,955
|
)
|
|||
Income before income taxes
|
146,409
|
|
|
95,405
|
|
|
64,985
|
|
|||
Income tax expense
|
—
|
|
|
(22,858
|
)
|
|
(24,857
|
)
|
|||
Net income
|
$
|
146,409
|
|
|
$
|
72,547
|
|
|
$
|
40,128
|
|
Less: Net income prior to initial public offering
|
—
|
|
|
37,577
|
|
|
|
||||
Net income subsequent to initial public offering
|
146,409
|
|
|
34,970
|
|
|
|
||||
Less: Net income attributable to non-controlling interests subsequent to initial public offering
|
96,354
|
|
|
23,332
|
|
|
|
||||
Net income attributable to Oasis Midstream Partners LP
|
50,055
|
|
|
11,638
|
|
|
|
||||
Less: Net income attributable to General Partner
|
112
|
|
|
—
|
|
|
|
||||
Net income attributable to limited partners
|
$
|
49,943
|
|
|
$
|
11,638
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
205,012
|
|
|
$
|
79,843
|
|
|
$
|
72,086
|
|
Net cash used in investing activities
|
(276,810
|
)
|
|
(255,944
|
)
|
|
(157,866
|
)
|
|||
Net cash provided by financing activities
|
77,564
|
|
|
176,984
|
|
|
85,780
|
|
|||
Increase in cash and cash equivalents
|
$
|
5,766
|
|
|
$
|
883
|
|
|
$
|
—
|
|
|
1Q 2018 - 3Q 2018
|
|
4Q 2018
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Capital expenditures
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||||||||
Maintenance CapEx
|
$
|
5,347
|
|
|
$
|
1,711
|
|
|
$
|
1,568
|
|
|
$
|
1,036
|
|
|
$
|
6,915
|
|
|
$
|
2,747
|
|
Expansion CapEx
|
208,601
|
|
|
83,553
|
|
|
56,535
|
|
|
30,276
|
|
|
265,136
|
|
|
113,829
|
|
||||||
Total CapEx
(1)
|
$
|
213,948
|
|
|
$
|
85,264
|
|
|
$
|
58,103
|
|
|
$
|
31,312
|
|
|
$
|
272,051
|
|
|
$
|
116,576
|
|
•
|
Consolidated Total Leverage Ratio:
Prior to the date on which one or more of the credit parties have issued an aggregate principal amount of at least
$150.0 million
of senior notes (as permitted under the Revolving Credit Facility) (such date the “Covenant Changeover Date”) and commencing with the fiscal quarter ended December 31, 2017, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA (each as defined in the Credit Agreement) on a quarterly basis may not exceed
4.50 to 1.00
(or during an Acquisition Period (as defined in the Credit Agreement),
5.00 to 1.00
). On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA may not exceed
5.25 to 1.00
.
|
•
|
Consolidated Senior Secured Leverage Ratio: On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Consolidated Senior Secured Funded Debt to EBITDA (each as defined in the Credit Agreement) may not exceed
3.75 to 1.00
.
|
•
|
Consolidated Interest Coverage Ratio: On a quarterly basis prior to the Covenant Changeover Date and commencing with the fiscal quarter ended December 31, 2017, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense (each as defined in the Credit Agreement) may not be less than
3.00 to 1.00
and on a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense may not be less than
2.50 to 1.00
.
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Within 1
year |
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Borrowings under Revolving Credit Facility
(1)
|
$
|
318,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318,000
|
|
|
$
|
—
|
|
Interest payments on borrowings under Revolving Credit Facility
(1)
|
442
|
|
|
442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
(2)
|
1,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,514
|
|
|||||
Operating leases
(3)
|
736
|
|
|
736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Volume commitment agreements
(3)
|
10,148
|
|
|
2,948
|
|
|
5,144
|
|
|
402
|
|
|
1,654
|
|
|||||
Total contractual cash obligations
|
$
|
330,840
|
|
|
$
|
4,126
|
|
|
$
|
5,144
|
|
|
$
|
318,402
|
|
|
$
|
3,168
|
|
(1)
|
See Note
8
to our consolidated financial statements for a description of the Revolving Credit Facility and related interest payments.
|
(2)
|
Amounts represent the present value of estimated costs expected to be incurred in the future to plug, abandon and remediate our produced and flowback water disposal wells at the end of their productive lives. Because these costs typically extend many years into the future, estimating these future costs requires management to make estimates and judgments that are subject to future revisions. See Note
2
to our consolidated financial statements.
|
(3)
|
See
Note
10
to our consolidated financial statements for a description of our operating leases and volume commitment agreements.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Interest expense, net of capitalized interest
|
$
|
2,343
|
|
|
$
|
6,965
|
|
|
$
|
5,481
|
|
Capitalized interest
(1)
|
4,870
|
|
|
1,220
|
|
|
4,419
|
|
|||
Amortization of deferred financing costs
(2)
|
(525
|
)
|
|
(126
|
)
|
|
—
|
|
|||
Cash Interest
|
$
|
6,688
|
|
|
$
|
8,059
|
|
|
$
|
9,900
|
|
Less: Cash Interest prior to the initial public offering
|
—
|
|
|
7,603
|
|
|
|
||||
Cash Interest attributable to Oasis Midstream Partners LP
|
$
|
6,688
|
|
|
$
|
456
|
|
|
|
(1)
|
Capitalized interest allocated to the Predecessor prior to the initial public offering was
$0.7 million
and
$4.4 million
for the
year ended December 31, 2017
and
2016
, respectively. The Partnership recorded capitalized interest on borrowings under the Revolving Credit Facility of
$0.6 million
for the
year ended December 31, 2017
. See Note
8
to our consolidated financial statements for a description of our long-term debt.
|
(2)
|
Represents the amortization of deferred financing costs on the Revolving Credit Facility. See Note
8
to our consolidated financial statements for a description of our long-term debt.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
146,409
|
|
|
$
|
72,547
|
|
|
$
|
40,128
|
|
Income tax expense
|
—
|
|
|
22,858
|
|
|
24,857
|
|
|||
Depreciation and amortization
|
28,404
|
|
|
15,730
|
|
|
8,525
|
|
|||
Equity-based compensation expenses
|
356
|
|
|
1,052
|
|
|
911
|
|
|||
Interest expense, net of capitalized interest
|
2,343
|
|
|
6,965
|
|
|
5,481
|
|
|||
Other non-cash adjustments
|
—
|
|
|
—
|
|
|
10
|
|
|||
Adjusted EBITDA
|
$
|
177,512
|
|
|
$
|
119,152
|
|
|
$
|
79,912
|
|
Less: Adjusted EBITDA prior to the initial public offering
|
—
|
|
|
79,484
|
|
|
|
||||
Adjusted EBITDA subsequent to the initial public offering
|
177,512
|
|
|
39,668
|
|
|
|
||||
Less: Adjusted EBITDA attributable to non-controlling interests
|
108,754
|
|
|
25,955
|
|
|
|
||||
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
68,758
|
|
|
13,713
|
|
|
|
||||
Cash Interest attributable to Oasis Midstream Partners LP
|
6,688
|
|
|
456
|
|
|
|
||||
Maintenance capital expenditures
|
2,747
|
|
|
1,183
|
|
|
|
||||
Distributable Cash Flow attributable to Oasis Midstream Partners LP
|
$
|
59,323
|
|
|
$
|
12,074
|
|
|
|
||
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
205,012
|
|
|
$
|
79,843
|
|
|
$
|
72,086
|
|
Current tax expense
|
—
|
|
|
17,618
|
|
|
24,069
|
|
|||
Interest expense, net of capitalized interest
|
2,343
|
|
|
6,965
|
|
|
5,481
|
|
|||
Changes in working capital
|
(30,362
|
)
|
|
14,853
|
|
|
(21,734
|
)
|
|||
Other non-cash adjustments
|
519
|
|
|
(127
|
)
|
|
10
|
|
|||
Adjusted EBITDA
|
$
|
177,512
|
|
|
$
|
119,152
|
|
|
$
|
79,912
|
|
Less: Adjusted EBITDA prior to the initial public offering
|
—
|
|
|
79,484
|
|
|
|
||||
Adjusted EBITDA subsequent to the initial public offering
|
177,512
|
|
|
39,668
|
|
|
|
||||
Less: Adjusted EBITDA attributable to non-controlling interests
|
108,754
|
|
|
25,955
|
|
|
|
||||
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
68,758
|
|
|
13,713
|
|
|
|
||||
Cash Interest attributable to Oasis Midstream Partners LP
|
6,688
|
|
|
456
|
|
|
|
||||
Maintenance capital expenditures
|
2,747
|
|
|
1,183
|
|
|
|
||||
Distributable Cash Flow attributable to Oasis Midstream Partners LP
|
$
|
59,323
|
|
|
$
|
12,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
6,649
|
|
|
$
|
883
|
|
Accounts receivable
|
2,481
|
|
|
834
|
|
||
Accounts receivable - Oasis Petroleum
|
80,805
|
|
|
85,818
|
|
||
Prepaid expenses
|
1,418
|
|
|
778
|
|
||
Other current assets
|
22
|
|
|
—
|
|
||
Total current assets
|
91,375
|
|
|
88,313
|
|
||
Property, plant and equipment
|
933,155
|
|
|
653,928
|
|
||
Less: accumulated depreciation and amortization
|
(62,730
|
)
|
|
(34,348
|
)
|
||
Total property, plant and equipment, net
|
870,425
|
|
|
619,580
|
|
||
Other assets
|
2,452
|
|
|
2,013
|
|
||
Total assets
|
$
|
964,252
|
|
|
$
|
709,906
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
2,180
|
|
|
$
|
—
|
|
Accounts payable - Oasis Petroleum
|
33,014
|
|
|
11,638
|
|
||
Accrued liabilities
|
57,657
|
|
|
58,818
|
|
||
Accrued interest payable
|
442
|
|
|
114
|
|
||
Total current liabilities
|
93,293
|
|
|
70,570
|
|
||
Long-term debt
|
318,000
|
|
|
78,000
|
|
||
Asset retirement obligations
|
1,514
|
|
|
1,316
|
|
||
Total liabilities
|
412,807
|
|
|
149,886
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Partners' Equity
|
|
|
|
||||
Limited Partners
|
|
|
|
||||
Common units (20,029 and 13,762 units issued and outstanding at December 31, 2018 and 2017, respectively)
|
192,581
|
|
|
167,401
|
|
||
Subordinated units (13,750 units issued and outstanding at December 31, 2018 and 2017)
|
45,937
|
|
|
79,173
|
|
||
General Partner
|
112
|
|
|
—
|
|
||
Total partners' equity
|
238,630
|
|
|
246,574
|
|
||
Non-controlling interests
|
312,815
|
|
|
313,446
|
|
||
Total equity
|
551,445
|
|
|
560,020
|
|
||
Total liabilities and equity
|
$
|
964,252
|
|
|
$
|
709,906
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per unit data)
|
||||||||||
Revenues
|
|
|
|
|
|
||||||
Midstream services – Oasis Petroleum
|
$
|
248,216
|
|
|
$
|
168,205
|
|
|
$
|
107,772
|
|
Midstream services – third parties
|
2,604
|
|
|
1,973
|
|
|
594
|
|
|||
Product sales – Oasis Petroleum
|
17,476
|
|
|
11,644
|
|
|
12,486
|
|
|||
Product sales – third parties
|
3,327
|
|
|
394
|
|
|
—
|
|
|||
Total revenues
|
271,623
|
|
|
182,216
|
|
|
120,852
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Costs of product sales
|
7,433
|
|
|
6,085
|
|
|
6,479
|
|
|||
Operating and maintenance
|
63,123
|
|
|
39,441
|
|
|
22,796
|
|
|||
Depreciation and amortization
|
28,404
|
|
|
15,730
|
|
|
8,525
|
|
|||
General and administrative
|
23,897
|
|
|
18,597
|
|
|
12,112
|
|
|||
Total operating expenses
|
122,857
|
|
|
79,853
|
|
|
49,912
|
|
|||
Operating Income
|
148,766
|
|
|
102,363
|
|
|
70,940
|
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(2,343
|
)
|
|
(6,965
|
)
|
|
(5,481
|
)
|
|||
Other income (expense)
|
(14
|
)
|
|
7
|
|
|
(474
|
)
|
|||
Total other expense
|
(2,357
|
)
|
|
(6,958
|
)
|
|
(5,955
|
)
|
|||
Income before income taxes
|
146,409
|
|
|
95,405
|
|
|
64,985
|
|
|||
Income tax expense
|
—
|
|
|
(22,858
|
)
|
|
(24,857
|
)
|
|||
Net income
|
$
|
146,409
|
|
|
$
|
72,547
|
|
|
$
|
40,128
|
|
Less: Net income prior to initial public offering
|
—
|
|
|
37,577
|
|
|
|
||||
Net income subsequent to initial public offering
|
146,409
|
|
|
34,970
|
|
|
|
||||
Less: Net income attributable to non-controlling interests subsequent to initial public offering
|
96,354
|
|
|
23,332
|
|
|
|
||||
Net income attributable to Oasis Midstream Partners LP
|
50,055
|
|
|
11,638
|
|
|
|
||||
Less: Net income attributable to General Partner
|
112
|
|
|
—
|
|
|
|
||||
Net income attributable to limited partners
|
$
|
49,943
|
|
|
$
|
11,638
|
|
|
|
||
Earnings per limited partner unit (Note 13)
|
|
|
|
|
|
||||||
Common units - Basic and diluted
|
$
|
1.82
|
|
|
$
|
0.43
|
|
|
|
||
Weighted average number of limited partners units outstanding (Note 13)
|
|
|
|
|
|
||||||
Common units - Basic
|
14,504
|
|
|
13,566
|
|
|
|
||||
Common units - Diluted
|
14,519
|
|
|
13,568
|
|
|
|
|
Predecessor
|
|
Partnership
|
|
|
|
|
||||||||||||||||
|
Net Parent Investment
|
|
Common Units
|
|
Subordinated Units
|
|
General Partner
|
|
Non-controlling Interests
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Balance as of December 31, 2015
|
$
|
204,856
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204,856
|
|
Net income
|
40,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,128
|
|
||||||
Contributions from parent
|
85,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,780
|
|
||||||
Equity-based compensation
|
911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
911
|
|
||||||
Balance as of December 31, 2016
|
331,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331,675
|
|
||||||
Cumulative effect adjustment for adoption of ASU 2016-09
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
||||||
Equity-based compensation
|
999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
999
|
|
||||||
Capital contributions prior to initial public offering
|
65,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,145
|
|
||||||
Net income prior to initial public offering
|
37,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,577
|
|
||||||
Balance as of September 25, 2017
|
435,337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
435,337
|
|
||||||
Elimination of current and deferred tax liabilities
|
104,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,005
|
|
||||||
Net assets excluded from initial public offering
|
(50,726
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,726
|
)
|
||||||
Allocation of net investment to unitholders
|
(488,616
|
)
|
|
53,704
|
|
|
144,077
|
|
|
—
|
|
|
290,835
|
|
|
—
|
|
||||||
Net proceeds from initial public offering
|
—
|
|
|
134,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,185
|
|
||||||
Proceeds from initial public offering distributed to Oasis Petroleum
|
—
|
|
|
(26,360
|
)
|
|
(70,723
|
)
|
|
—
|
|
|
(35,000
|
)
|
|
(132,083
|
)
|
||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,279
|
|
|
34,279
|
|
||||||
Equity-based compensation
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||||
Net income subsequent to initial public offering
|
—
|
|
|
5,819
|
|
|
5,819
|
|
|
—
|
|
|
23,332
|
|
|
34,970
|
|
||||||
Balance as of December 31, 2017
|
—
|
|
|
167,401
|
|
|
79,173
|
|
|
—
|
|
|
313,446
|
|
|
560,020
|
|
||||||
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,453
|
|
|
147,453
|
|
||||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128,903
|
)
|
|
(128,903
|
)
|
||||||
Distributions to unitholders
|
—
|
|
|
(22,478
|
)
|
|
(22,440
|
)
|
|
—
|
|
|
—
|
|
|
(44,918
|
)
|
||||||
Dropdown of contributed assets from Oasis Petroleum
|
—
|
|
|
45,935
|
|
|
69,600
|
|
|
—
|
|
|
(115,535
|
)
|
|
—
|
|
||||||
Distribution to Oasis Petroleum for contributed assets
|
—
|
|
|
(68,556
|
)
|
|
(103,873
|
)
|
|
—
|
|
|
—
|
|
|
(172,429
|
)
|
||||||
Issuance of common units
|
—
|
|
|
44,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,503
|
|
||||||
Equity-based compensation
|
—
|
|
|
356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356
|
|
||||||
Other
|
—
|
|
|
(493
|
)
|
|
(553
|
)
|
|
—
|
|
|
—
|
|
|
(1,046
|
)
|
||||||
Net income
|
—
|
|
|
25,913
|
|
|
24,030
|
|
|
112
|
|
|
96,354
|
|
|
146,409
|
|
||||||
Balance as of December 31, 2018
|
$
|
—
|
|
|
$
|
192,581
|
|
|
$
|
45,937
|
|
|
$
|
112
|
|
|
$
|
312,815
|
|
|
$
|
551,445
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
146,409
|
|
|
$
|
72,547
|
|
|
$
|
40,128
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
28,404
|
|
|
15,730
|
|
|
8,525
|
|
|||
Deferred income taxes
|
—
|
|
|
5,240
|
|
|
788
|
|
|||
Equity-based compensation expenses
|
356
|
|
|
1,052
|
|
|
911
|
|
|||
Deferred financing costs amortization and other
|
(519
|
)
|
|
127
|
|
|
—
|
|
|||
Working capital changes:
|
|
|
|
|
|
||||||
Change in accounts and insurance receivable
|
3,411
|
|
|
(56,473
|
)
|
|
(2,908
|
)
|
|||
Change in other current assets
|
(22
|
)
|
|
(94
|
)
|
|
—
|
|
|||
Change in prepaid expenses
|
(640
|
)
|
|
(304
|
)
|
|
(623
|
)
|
|||
Change in accounts payable and accrued liabilities
|
27,613
|
|
|
24,400
|
|
|
1,196
|
|
|||
Change in current income taxes payable
|
—
|
|
|
17,618
|
|
|
24,069
|
|
|||
Net cash provided by operating activities
|
205,012
|
|
|
79,843
|
|
|
72,086
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(276,810
|
)
|
|
(181,424
|
)
|
|
(157,866
|
)
|
|||
Acquisitions
|
—
|
|
|
(74,520
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(276,810
|
)
|
|
(255,944
|
)
|
|
(157,866
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Capital contributions from parent prior to initial public offering
|
—
|
|
|
65,145
|
|
|
85,780
|
|
|||
Capital contributions from non-controlling interests
|
140,277
|
|
|
33,875
|
|
|
—
|
|
|||
Proceeds from initial public offering, net of offering costs
|
—
|
|
|
134,185
|
|
|
—
|
|
|||
Proceeds from sale of common units, net of offering costs
|
44,503
|
|
|
—
|
|
|
—
|
|
|||
Distribution to Oasis Petroleum subsequent to initial public offering
|
—
|
|
|
(132,083
|
)
|
|
—
|
|
|||
Distributions to non-controlling interests
|
(128,903
|
)
|
|
—
|
|
|
—
|
|
|||
Distribution to Oasis Petroleum for contributed assets
|
(172,429
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions to unitholders
|
(44,918
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred financing costs
|
(966
|
)
|
|
(2,138
|
)
|
|
—
|
|
|||
Proceeds from revolving credit facility
|
275,000
|
|
|
78,000
|
|
|
—
|
|
|||
Principal payments on revolving credit facility
|
(35,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
77,564
|
|
|
176,984
|
|
|
85,780
|
|
|||
Increase in cash and cash equivalents
|
5,766
|
|
|
883
|
|
|
—
|
|
|||
Cash:
|
|
|
|
|
|
||||||
Beginning of period
|
883
|
|
|
—
|
|
|
—
|
|
|||
End of period
|
$
|
6,649
|
|
|
$
|
883
|
|
|
$
|
—
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
1,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental non-cash transactions:
|
|
|
|
|
|
||||||
Change in accrued capital expenditures
|
$
|
(4,890
|
)
|
|
$
|
63,199
|
|
|
$
|
16,434
|
|
Change in asset retirement obligations
|
198
|
|
|
198
|
|
|
351
|
|
|||
Installment notes from acquisition
|
—
|
|
|
4,875
|
|
|
—
|
|
|||
Contribution of capital expenditures from non-controlling interests
|
7,176
|
|
|
—
|
|
|
—
|
|
|||
Non-cash elimination of current and deferred tax liabilities
|
—
|
|
|
104,005
|
|
|
—
|
|
DevCos
|
|
Areas Served
|
|
Service Lines
|
|
OMP Ownership
|
Bighorn DevCo
|
|
Wild Basin
|
|
–
Natural gas processing
–
Crude oil stabilization
–
Crude oil blending
–
Crude oil and NGL storage
–
Crude oil transportation
|
|
100%
|
Bobcat DevCo
|
|
Wild Basin
|
|
–
Natural gas gathering
–
Natural gas compression
–
Gas lift
–
Crude oil gathering
–
Produced and flowback water gathering
–
Produced and flowback water disposal
|
|
25%
|
Beartooth DevCo
|
|
Alger
Cottonwood Hebron Indian Hills Red Bank Wild Basin |
|
–
Produced and flowback water gathering
–
Produced and flowback water disposal
–
Freshwater supply and distribution
|
|
70%
|
•
|
Crude oil and natural gas.
The Partnership is party to certain contracts with customers for crude oil gathering, stabilization, blending, storage and transportation, as well as natural gas gathering, compression, processing and gas lift services. Under these customer contracts, the Partnership provides daily integrated midstream services on a stand ready basis over a period of time, which represents a single performance obligation since the customer simultaneously receives and consumes the benefits of these services on a daily basis. Satisfaction of the performance obligation is measured as each day of service is completed, which directly corresponds with its right to consideration from the
|
•
|
Produced and flowback water.
The Partnership is party to certain contracts with customers for produced and flowback water gathering and disposal services, under which it provides daily integrated midstream services on a stand ready basis over a period of time, which represents a single performance obligation since the customer simultaneously receives and consumes the benefits of these services on a daily basis. Satisfaction of the performance obligation is measured as each day of service is completed, which directly corresponds with its right to consideration from the customer. Revenues associated with these contracts are recognized based upon the transaction price at month-end under the right to invoice practical expedient.
|
•
|
Natural gas.
The Partnership is party to certain purchase arrangements with third parties pursuant to which the Partnership purchases natural gas from third parties at a connection point and obtains control prior to performing services and is the principal in the transaction. The Partnership gathers, compresses and/or processes the gas and then redelivers the residue gas and NGLs to a different counterparty at market-based prices.
|
•
|
Freshwater.
The Partnership is party to certain contracts with customers for freshwater services, which includes freshwater supply and distribution. Under its customer contracts for freshwater supply and distribution services, the Partnership supplies and distributes freshwater to its customers for hydraulic fracturing and production optimization. These contracts contain multiple distinct performance obligations since each freshwater barrel can be sold separately and is not dependent or highly interrelated with other barrels.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Service revenues
|
|
|
|
|
|
||||||
Crude oil and natural gas revenues
|
$
|
134,562
|
|
|
$
|
85,828
|
|
|
$
|
16,660
|
|
Produced and flowback water revenues
|
116,258
|
|
|
84,350
|
|
|
91,706
|
|
|||
Total service revenues
|
250,820
|
|
|
170,178
|
|
|
108,366
|
|
|||
Product revenues
|
|
|
|
|
|
||||||
Natural gas and NGL revenues
|
1,445
|
|
|
—
|
|
|
—
|
|
|||
Freshwater revenues
|
19,358
|
|
|
12,038
|
|
|
12,486
|
|
|||
Total product revenues
|
20,803
|
|
|
12,038
|
|
|
12,486
|
|
|||
|
|
|
|
|
|
||||||
Total revenues
|
$
|
271,623
|
|
|
$
|
182,216
|
|
|
$
|
120,852
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Operating expenses
|
|
|
|
|
|
||||||
General and administrative
|
$
|
21,089
|
|
|
$
|
12,828
|
|
|
$
|
7,821
|
|
Interest expense, net of capitalized interest
|
—
|
|
|
6,945
|
|
|
5,481
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
Accrued capital costs
|
$
|
42,953
|
|
|
$
|
47,843
|
|
Accrued operating expenses
|
13,539
|
|
|
10,860
|
|
||
Other accrued liabilities
|
1,165
|
|
|
115
|
|
||
Total accrued liabilities
|
$
|
57,657
|
|
|
$
|
58,818
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(In thousands)
|
||||||
Pipelines
|
$
|
395,087
|
|
|
$
|
255,231
|
|
Natural gas processing plant
|
278,680
|
|
|
102,371
|
|
||
Produced and flowback water facilities
|
95,119
|
|
|
80,050
|
|
||
Compressor stations
|
126,019
|
|
|
59,293
|
|
||
Other property and equipment
|
33,829
|
|
|
32,340
|
|
||
Construction in progress
|
4,422
|
|
|
124,643
|
|
||
Total property, plant and equipment
|
933,155
|
|
|
653,928
|
|
||
Less: accumulated depreciation and amortization
|
(62,730
|
)
|
|
(34,348
|
)
|
||
Total property, plant and equipment, net
|
$
|
870,425
|
|
|
$
|
619,580
|
|
Consolidated Total Leverage Ratio
|
|
Applicable Margin
for Eurodollar Loans
|
|
Applicable Margin
for ABR Loans
|
|
Commitment Fee Rate
|
|||
Less than or equal to 3.00 to 1.00
|
|
1.75
|
%
|
|
0.75
|
%
|
|
0.375
|
%
|
Greater than 3.00 to 1.00 but less than or equal to 3.50 to 1.00
|
|
2.00
|
%
|
|
1.00
|
%
|
|
0.375
|
%
|
Greater than 3.50 to 1.00 but less than or equal to 4.00 to 1.00
|
|
2.25
|
%
|
|
1.25
|
%
|
|
0.500
|
%
|
Greater than 4.00 to 1.00 but less than or equal to 4.50 to 1.00
|
|
2.50
|
%
|
|
1.50
|
%
|
|
0.500
|
%
|
Greater than 4.50 to 1.00
|
|
2.75
|
%
|
|
1.75
|
%
|
|
0.500
|
%
|
•
|
Consolidated Total Leverage Ratio: Prior to the date on which one or more of the credit parties have issued an aggregate principal amount of at least
$150.0 million
of senior notes (as permitted under the Revolving Credit Facility) (such date the “Covenant Changeover Date”) and commencing with the fiscal quarter ended
December 31, 2017
, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA (each as defined in the Credit Agreement) on a quarterly basis may not exceed
4.50
to 1.00 (or during an Acquisition Period (as defined in the Credit Agreement),
5.00
to 1.00). On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA may not exceed
5.25
to 1.00.
|
•
|
Consolidated Senior Secured Leverage Ratio: On a quarterly basis, commencing with the date the Covenant Changeover Date occurs, the Partnership and OMP Operating’s ratio of Consolidated Senior Secured Funded Debt to EBITDA (each as defined in the Credit Agreement) may not exceed
3.75
to 1.00.
|
•
|
Consolidated Interest Coverage Ratio: On a quarterly basis prior to the Covenant Changeover Date and commencing with the fiscal quarter ended
December 31, 2017
, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense (each as defined in the Credit Agreement) may not be less than
3.00
to 1.00 and on a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense may not be less than
2.50
to 1.00
|
|
|
Year Ended December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Current:
|
|
|
|
|
||||
Federal
|
|
$
|
15,571
|
|
|
$
|
21,272
|
|
State
|
|
2,047
|
|
|
2,797
|
|
||
|
|
17,618
|
|
|
24,069
|
|
||
Deferred:
|
|
|
|
|
||||
Federal
|
|
4,631
|
|
|
772
|
|
||
State
|
|
609
|
|
|
16
|
|
||
|
|
5,240
|
|
|
788
|
|
||
Total income tax expense
|
|
$
|
22,858
|
|
|
$
|
24,857
|
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
|
|
(%)
|
|
(In thousands)
|
|
(%)
|
|
(In thousands)
|
||||||
U.S. federal statutory rate
|
|
35.00
|
%
|
|
$
|
33,392
|
|
|
35.00
|
%
|
|
$
|
22,745
|
|
Earnings not subject to tax subsequent to the initial public offering
|
|
(12.83
|
)%
|
|
(12,239
|
)
|
|
—
|
%
|
|
—
|
|
||
State income taxes, net of federal income tax benefit
|
|
1.81
|
%
|
|
1,727
|
|
|
2.90
|
%
|
|
1,882
|
|
||
Other
|
|
(0.02
|
)%
|
|
(22
|
)
|
|
0.35
|
%
|
|
230
|
|
||
Annual effective tax rate
|
|
23.96
|
%
|
|
$
|
22,858
|
|
|
38.25
|
%
|
|
$
|
24,857
|
|
|
Phantom Units
|
|
Weighted Average Grant Date Fair Value per Unit
|
|||
Non-vested units outstanding at December 31, 2017
|
99,100
|
|
|
$
|
16.40
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(29,254
|
)
|
|
16.40
|
|
|
Forfeited
|
(11,467
|
)
|
|
16.40
|
|
|
Non-vested units outstanding at December 31, 2018
|
58,379
|
|
|
$
|
16.40
|
|
|
|
Restricted Units
|
|
Weighted Average Grant Date Fair Value per Unit
|
|||
Non-vested units outstanding at December 31, 2017
|
|
11,766
|
|
|
$
|
17.00
|
|
Granted
|
|
17,260
|
|
|
17.55
|
|
|
Vested
|
|
(11,766
|
)
|
|
17.00
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested units outstanding at December 31, 2018
|
|
17,260
|
|
|
$
|
17.55
|
|
|
|
|
|
|
|
|
|
Distributions
|
||||||||||||
|
|
|
|
|
|
|
|
Limited Partners
|
|
General Partner
|
||||||||||
Period
|
|
Record Date
|
|
Distribution Date
|
|
Distribution per limited partner unit
|
|
Common units
|
|
Subordinated units
|
|
IDRs
|
||||||||
|
|
|
|
|
|
|
|
(In thousands)
|
||||||||||||
Q3 2017
(1)
|
|
February 16, 2018
|
|
February 26, 2018
|
|
$
|
0.0245
|
|
|
$
|
337
|
|
|
$
|
337
|
|
|
$
|
—
|
|
Q4 2017
|
|
February 16, 2018
|
|
February 26, 2018
|
|
0.3750
|
|
|
5,161
|
|
|
5,156
|
|
|
—
|
|
||||
Q1 2018
|
|
May 17, 2018
|
|
May 29, 2018
|
|
0.3925
|
|
|
5,406
|
|
|
5,397
|
|
|
—
|
|
||||
Q2 2018
|
|
August 16, 2018
|
|
August 28, 2018
|
|
0.4100
|
|
|
5,649
|
|
|
5,638
|
|
|
—
|
|
||||
Q3 2018
|
|
November 9, 2018
|
|
November 27, 2018
|
|
0.4300
|
|
|
5,925
|
|
|
5,913
|
|
|
—
|
|
||||
Q4 2018
|
|
February 15, 2019
|
|
February 28, 2019
|
|
0.4500
|
|
|
9,020
|
|
|
6,188
|
|
|
112
|
|
•
|
for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date, aggregate distributions from operating surplus equaled or exceeded the sum of the minimum quarterly distribution multiplied by the total number of common units and subordinated units outstanding in each quarter in each period;
|
•
|
for the same three consecutive, non-overlapping four-quarter periods, the “adjusted operating surplus” (as defined in the partnership agreement) equaled or exceeded the sum of the minimum quarterly distribution multiplied by the total number of common units and subordinated units outstanding during each quarter on a fully diluted weighted average basis; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the common units.
|
•
|
for one four-quarter period immediately preceding that date, aggregate distributions from operating surplus exceeded
150.0%
of the minimum quarterly distribution multiplied by the total number of common units and subordinated units outstanding in each quarter in the period;
|
•
|
for the same four-quarter period, the “adjusted operating surplus” (as defined in the Partnership’s Amended and Restated Agreement of Limited Partnership) equaled or exceeded
150.0%
of the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding during each quarter on a fully diluted weighted average basis, plus the related distribution on the incentive distribution rights; and
|
•
|
there are no arrearages in payment of the minimum quarterly distributions on the common units.
|
|
|
|
|
Marginal Percentage Interest in Distributions
|
||||
|
|
Total Quarterly Distribution Per Unit
|
|
Unitholders
|
|
IDR Holders
|
||
Minimum Quarterly Distribution
|
|
up to $0.3750
|
|
100
|
%
|
|
—
|
%
|
First Target Distribution
|
|
above $0.3750 up to $0.4313
|
|
100
|
%
|
|
—
|
%
|
Second Target Distribution
|
|
above $0.4313 up to $0.4688
|
|
85
|
%
|
|
15
|
%
|
Third Target Distribution
|
|
above $0.4688 up to $0.5625
|
|
75
|
%
|
|
25
|
%
|
Thereafter
|
|
above $0.5625
|
|
50
|
%
|
|
50
|
%
|
|
Year ended December 31, 2018
|
||||||||||||||
|
General Partner
|
|
Limited Partners
|
|
|
||||||||||
|
IDRs
|
|
Common units
|
|
Subordinated units
|
|
Total
|
||||||||
|
(In thousands, except per unit data)
|
||||||||||||||
Net income attributable to Oasis Midstream Partners LP:
|
|
|
|
|
|
|
|
||||||||
Distribution declared
|
$
|
112
|
|
|
$
|
26,001
|
|
|
$
|
23,134
|
|
|
$
|
49,247
|
|
Undistributed earnings attributable to Oasis Midstream Partners LP
|
—
|
|
|
415
|
|
|
393
|
|
|
808
|
|
||||
Net income attributable to Oasis Midstream Partners LP
|
$
|
112
|
|
|
$
|
26,416
|
|
|
$
|
23,527
|
|
|
$
|
50,055
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
14,504
|
|
|
|
|
|
|||||||
Diluted
|
|
|
14,519
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Oasis Midstream Partners LP per limited partner unit
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
1.82
|
|
|
|
|
|
||||||
Diluted
|
|
|
1.82
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive restricted units
|
|
|
6
|
|
|
|
|
|
|
Year ended December 31, 2017
|
||||||||||||||
|
General Partner
|
|
Limited Partners
|
|
|
||||||||||
|
IDRs
|
|
Common units
|
|
Subordinated units
|
|
Total
|
||||||||
|
(In thousands, except per unit data)
|
||||||||||||||
Net income attributable to Oasis Midstream Partners LP:
|
|
|
|
|
|
|
|
||||||||
Distribution declared
|
$
|
—
|
|
|
$
|
5,498
|
|
|
$
|
5,493
|
|
|
$
|
10,991
|
|
Undistributed earnings attributable to Oasis Midstream Partners LP
|
—
|
|
|
321
|
|
|
326
|
|
|
647
|
|
||||
Net income attributable to Oasis Midstream Partners LP
|
$
|
—
|
|
|
$
|
5,819
|
|
|
$
|
5,819
|
|
|
$
|
11,638
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partner units outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
13,566
|
|
|
|
|
|
|||||||
Diluted
|
|
|
13,568
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Oasis Midstream Partners LP per limited partner unit
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
$
|
0.43
|
|
|
|
|
|
||||||
Diluted
|
|
|
0.43
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive restricted units
|
|
|
10
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per unit data)
|
||||||||||||||
Revenues
|
$
|
61,421
|
|
|
$
|
66,558
|
|
|
$
|
71,467
|
|
|
$
|
72,177
|
|
Operating income
|
31,791
|
|
|
37,668
|
|
|
39,013
|
|
|
40,294
|
|
||||
Income before income taxes
|
31,529
|
|
|
37,485
|
|
|
38,835
|
|
|
38,560
|
|
||||
Net income
|
31,529
|
|
|
37,485
|
|
|
38,835
|
|
|
38,560
|
|
||||
Net income attributable to Oasis Midstream Partners LP
|
9,954
|
|
|
12,444
|
|
|
12,376
|
|
|
15,281
|
|
||||
Earnings per limited partner unit - Basic and Diluted
|
|
|
|
|
|
|
|
||||||||
Common units
|
0.36
|
|
|
0.45
|
|
|
0.45
|
|
|
0.54
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(In thousands, except per unit data)
|
||||||||||||||
Revenues
|
$
|
37,640
|
|
|
$
|
40,312
|
|
|
$
|
47,381
|
|
|
$
|
56,883
|
|
Operating income
|
20,763
|
|
|
23,102
|
|
|
25,135
|
|
|
33,363
|
|
||||
Income before income taxes
|
19,544
|
|
|
20,089
|
|
|
22,407
|
|
|
33,365
|
|
||||
Net income
|
12,249
|
|
|
12,424
|
|
|
14,509
|
|
|
33,365
|
|
||||
Net income attributable to Oasis Midstream Partners LP
(1)
|
|
|
|
|
526
|
|
|
11,112
|
|
||||||
Earnings per limited partner unit - Basic and Diluted
|
|
|
|
|
|
|
|
||||||||
Common units
(1)
|
|
|
|
|
0.02
|
|
|
0.41
|
|
Name
|
|
Age
|
|
Position With Our General Partner
|
Thomas B. Nusz
|
|
59
|
|
Chairman of the Board
|
Taylor L. Reid
|
|
56
|
|
Chief Executive Officer and Director
|
Michael H. Lou
|
|
44
|
|
President and Director
|
Nickolas J. Lorentzatos
|
|
49
|
|
Executive Vice President, General Counsel and Corporate Secretary and Director
|
Richard N. Robuck
|
|
44
|
|
Senior Vice President and Chief Financial Officer
|
Matthew Fitzgerald
|
|
61
|
|
Director
|
Phillip D. Kramer
|
|
62
|
|
Director
|
Harry N. Pefanis
|
|
61
|
|
Director
|
Name
|
|
Principal Executive Position(s)
|
Taylor L. Reid
|
|
Chief Executive Officer
|
Michael H. Lou
|
|
President
|
Nickolas J. Lorentzatos
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Name and Principal Position
|
Year
|
|
Salary
($) (1) |
|
Stock Awards ($)
(2)
|
|
Non-Equity Incentive Plan Compensation
($) (3) |
|
All Other
Compensation ($) (4) |
|
Total
($) |
|||||
Taylor L. Reid
|
2018
|
|
25,200
|
|
|
119,549
|
|
|
25,200
|
|
|
947
|
|
|
170,896
|
|
Chief Executive Officer
|
2017
|
|
6,355
|
|
|
—
|
|
|
5,155
|
|
|
264
|
|
|
11,774
|
|
Michael H. Lou
|
2018
|
|
20,160
|
|
|
95,639
|
|
|
20,160
|
|
|
929
|
|
|
136,888
|
|
President
|
2017
|
|
5,102
|
|
|
—
|
|
|
4,124
|
|
|
246
|
|
|
9,472
|
|
Nickolas J. Lorentzatos
|
2018
|
|
17,693
|
|
|
63,513
|
|
|
14,280
|
|
|
861
|
|
|
96,347
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Awards
|
|
PSUs
|
||||||||
Name
|
|
Number of Shares of Stock That Have Not Vested
(1)
|
|
Market Value of Shares of Stock That Have Not Vested
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares that Have Not Vested
(3)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares that Have Not Vested
(4)
|
|||||
Taylor L. Reid
|
|
5,439
|
|
|
$
|
30,072
|
|
|
6,527
|
|
36,094
|
|
Michael H. Lou
|
|
4,351
|
|
|
$
|
24,061
|
|
|
5,221
|
|
28,872
|
|
Nickolas J. Lorentzatos
|
|
2,890
|
|
|
$
|
15,982
|
|
|
3,468
|
|
19,178
|
|
(1)
|
The
shares vest in three substantially equal annual installments. The first 1/3 tranche vested on January 24, 2019. The second tranche will vest on January 24, 2020 and the final tranche will vest on January 24, 2021.
|
(2)
|
This
column reflects the closing price of Oasis Petroleum’s common stock on December 31, 2018 (the last trading day of fiscal year 2018), which was $5.53, multiplied by the number of outstanding shares of restricted stock.
|
(3)
|
Reflects
a performance level of 120% applied to the following initial number of PSUs: (a) Mr. Reid-129,500, (c) Mr. Lou-103,600, and (d) Mr. Lorentzatos-68,800. The designated performance periods for these awards each commenced on January 24, 2018 and end on January 23, 2020, 2021, and 2022.
|
(4)
|
This
column reflects the closing price of Oasis Petroleum’s common stock on December 31, 2018 (the last trading day of fiscal year 2018), which was $5.53, multiplied by the number of outstanding PSUs.
|
•
|
A cash retainer of $70,000 per year, payable quarterly;
|
•
|
An additional cash retainer, payable quarterly if such non-employee director serves as the chairperson of a committee ($20,000 per year for the chairperson of the audit committee and $15,000 per year for the chairperson of the conflicts committee);
|
•
|
An additional cash retainer, payable quarterly if such non-employee directors serves as a member of a committee ($4,750 per year for the members of the audit committee and $10,000 per year for the members of the conflicts committee);
|
•
|
An additional payment of $2,000 for each board meeting attended in excess of five meetings per year;
|
•
|
An additional payment of $2,000 for each committee meeting attended as a member in excess of five meetings per year; and
|
•
|
Annual equity based compensation with an aggregate grant date value of $100,000 in the form of restricted units which vest one year following the grant date, subject to the terms of the LTIP and the restricted unit award agreement pursuant to which such award is granted.
|
|
|
|
|
|
|
|
||||||
Name
|
|
Fees Earned or Paid in Cash
(1)
|
|
Equity Awards
(2)
|
|
Total
|
||||||
Phillip D. Kramer
|
|
$
|
103,750
|
|
|
$
|
100,650
|
|
|
$
|
204,400
|
|
Matthew D. Fitzgerald
|
|
114,000
|
|
|
100,650
|
|
|
214,650
|
|
|||
Harry N. Pefanis
|
|
50,375
|
|
|
101,605
|
|
|
151,980
|
|
(1)
|
Includes an annual cash retainer, board and committee meeting fees, and committee chair fees for each non-employee director during fiscal year
2018
. For Mr. Pefanis, the annual cash retainer was pro-rated to reflect actual length of service during the year.
|
(2)
|
The value of equity awards compensation reflects the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The grant date fair value is computed based upon the closing price of our common units on the respective date of grant
, which was $16.50 per common unit on March 1, 2018 for Messrs. Kramer and Fitzgerald and $20.08 per common unit on August 1, 2018 for Mr. Pefanis. As of December 31, 2018, Messrs. Kramer and Fitzgerald each held 6,100 outstanding restricted units, which will vest in full on March 1, 2019; and Mr. Pefanis held 5,060 outstanding restricted units, which will vest in full on August 1, 2019.
|
•
|
each director and named executive officer of our General Partner; and
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Common Units Beneficially Owned
|
|
Percentage of Common Units Beneficially Owned
(1)
|
|
Subordinated Units Beneficially Owned
|
|
Percentage of Subordinated Units Beneficially Owned
|
|
Percentage of Common and Subordinated Units Beneficially Owned
|
|
Oasis Petroleum
(2)(3)
|
|
9,075,000
|
|
|
45.27%
|
|
13,750,000
|
|
100%
|
|
67.54%
|
Thomas B. Nusz
|
|
5,000
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Taylor L. Reid
|
|
20,000
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Michael H. Lou
|
|
25,000
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Nickolas J. Lorentzatos
|
|
5,900
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Richard N. Robuck
|
|
7,500
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Matthew Fitzgerald
|
|
22,373
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Phillip D. Kramer
|
|
33,373
|
|
¬
|
|
—
|
|
—
|
|
¬
|
|
Harry N. Pefanis
|
|
35,450
|
|
¬
|
|
|
|
|
|
¬
|
|
All directors and executive officers as a group (8 persons)
|
|
154,596
|
|
¬
|
|
—
|
|
—
|
|
¬
|
(1)
|
Percentage of total common units beneficially owned based on
20,045,196
common units outstanding as of
February 22, 2019
.
|
(2)
|
Under Oasis Petroleum’s amended and restated certificate of incorporation and bylaws, the voting and disposition of any of our common or subordinated units held by Oasis Petroleum is controlled by the board of directors of Oasis Petroleum. The board of directors of Oasis Petroleum, which acts by majority approval, is comprised of Thomas B. Nusz, Taylor L. Reid, William J. Cassidy, John E. Hagale, Michael McShane, Bobby S. Shackouls and Paula D. Polito. Each of the members of Oasis Petroleum’s board of directors disclaims beneficial ownership of any of our units held by Oasis Petroleum.
|
(3)
|
As reported on Schedule 13D filed with the SEC on November 28, 2018 by OMS Holdings, Oasis Petroleum LLC and Oasis Petroleum. Oasis Petroleum is a public company and owns 100% of the equity interests of Oasis Petroleum LLC. Oasis Petroleum LLC owns 100% of the equity interests of OMS Holdings. OMS Holdings is the managing member of our General Partner. These entities have shared voting power and shared dispositive power with respect to 22,825,000 units (including
9,075,000
common units and
13,750,000
subordinated units).
|
Name of Beneficial Owner
|
|
Shares Beneficially Owned
|
|
Percentage of Shares Beneficially Owned
|
Thomas B. Nusz
|
|
1,818,808
|
|
¬
|
Taylor L. Reid
(1)
|
|
1,921,103
|
|
¬
|
Michael H. Lou
|
|
537,332
|
|
¬
|
Nickolas J. Lorentzatos
|
|
342,721
|
|
¬
|
Richard N. Robuck
|
|
170,617
|
|
¬
|
Matthew Fitzgerald
|
|
—
|
|
—
|
Phillip D. Kramer
|
|
—
|
|
—
|
Harry N. Pefanis
|
|
—
|
|
—
|
All directors and named executive officers as a group (8 persons)
|
|
4,790,581
|
|
¬
|
(1)
|
Mr. Reid has sole voting power over 1,396,103 of these shares and shared voting power over 525,000 of these shares. The 525,000 shares are held by West Bay Partners, Ltd., a limited partnership formed for family investment purposes. The sole general partner of West Bay Partners, Ltd., a Texas limited liability company, is controlled by Mr. Reid and his wife, and the limited partners of West Bay consist of Mr. Reid, his immediate family members and trusts formed for their benefit.
|
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 security holders
|
|
—
|
|
—
|
|
2,088,591
|
Equity compensation plans not approved by security holders
|
|
—
|
|
—
|
|
—
|
Total
|
|
—
|
|
—
|
|
2,088,591
|
(1)
|
Pursuant to the terms of the Oasis Midstream Partners LP 2017 Long Term Incentive Plan (the “2017 Plan”), on January 1 of each calendar year occurring after the effective date and prior to the expiration of the 2017 Plan, the total number of common units reserved and available for issuance under the 2017 Plan shall increase by a number of common units equal to one percent (1%) of the number of common units outstanding on a fully diluted basis as of the close of business on the immediately preceding December 31 (calculated by adding to the number of common units outstanding and all outstanding securities convertible into common units on such date on an as converted basis).
|
•
|
5,125,000 common units;
|
•
|
the non-economic general partner interest; and
|
•
|
an initial cash distribution of
$132.1 million
from the Partnership.
|
•
|
Oasis Petroleum granted the Partnership a ROFO with respect to (i) its retained interests in each of Bobcat DevCo and Beartooth DevCo and (ii) any other midstream assets that Oasis Petroleum or any successor to Oasis Petroleum builds with respect to its current acreage and elects to sell in the future, which ROFO converts into a ROFR upon a change of control of Oasis Petroleum;
|
•
|
Oasis Petroleum provided the Partnership with a license to use certain Oasis Petroleum-related names and trademarks in connection with the Partnership’s operations; and
|
•
|
Oasis Petroleum agreed to indemnify the Partnership for certain environmental and other liabilities, including certain liabilities related to the Mirada litigation (as described in the Omnibus Agreement, the “Mirada Litigation”), and the Partnership agreed to indemnify Oasis Petroleum for certain environmental and other liabilities related to the Partnership’s assets to the extent Oasis Petroleum is not required to indemnify the Partnership.
|
(1)
|
Financial Statements:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
Exhibit
No. |
|
Description of Exhibit
|
|
|
|
|
Contribution Agreement, dated November 7, 2018, between Oasis Midstream Partners LP, OMS Holdings LLC, Oasis Midstream Services LLC, OMP GP LLC, OMP Operating LLC and, for certain limited purposes set forth therein, Oasis Petroleum Inc. (incorporated herein by reference to Exhibit 2.1 to the Form 8-K filed by the Partnership on November 8, 2018).
|
|
|
|
|
|
Certificate of Limited Partnership of Oasis Midstream Partners LP (incorporated herein by reference to Exhibit 3.1 to the Form S-1 filed by the Partnership on May 12, 2017).
|
|
|
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of Oasis Midstream Partners LP (incorporated herein by reference to Exhibit 3.2 to the Form S-1 filed by the Partnership on May 12, 2017).
|
|
|
|
|
|
Amended and Restated Agreement of Limited Partnership of Oasis Midstream Partners LP, dated September 25, 2017, by and between OMP GP LLC, as the general partner, and OMS Holdings LLC, as the organizational limited partner (incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Certificate of Formation of OMP GP LLC (incorporated herein by reference to Exhibit 3.4 to the Form S-1 filed by the Partnership on May 12, 2017.)
|
|
|
|
|
|
Certificate of Amendment to Certificate of Formation of OMP GP LLC (incorporated herein by reference to Exhibit 3.5 to the Amendment No. 2 to Form S-1 filed by the Partnership on May 30, 2017).
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of OMP GP LLC (incorporated herein by reference to Exhibit 3.6 to the Amendment No. 2 to Form S-1 filed by the Partnership on May 30, 2017.)
|
|
|
|
|
|
Contribution Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum LLC, OMS Holdings LLC, Oasis Midstream Services LLC, OMP GP LLC and OMP Operating LLC (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Omnibus Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum Inc., Oasis Petroleum LLC, OMS Holdings LLC, Oasis Midstream Services LLC, OMP GP LLC and OMP Operating LLC (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Gas Gathering, Compression, Processing and Gas Lift Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC, Oasis Petroleum Marketing LLC and Oasis Midstream Services LLC (incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Crude Oil Gathering, Stabilization, Blending and Storage Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC, Oasis Petroleum Marketing LLC and Oasis Midstream Services LLC (incorporated herein by reference to Exhibit 10.4 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Produced and Flowback Water Gathering and Disposal Agreement - Wild Basin, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC and Oasis Midstream Services LLC (incorporated herein by reference to Exhibit 10.5 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Produced and Flowback Water Gathering and Disposal Agreement - Beartooth Area, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC and Oasis Midstream Services LLC (incorporated herein by reference to Exhibit 10.6 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Freshwater Purchase and Sales Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC and Oasis Midstream Services LLC (incorporated herein by reference to Exhibit 10.7 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Crude Oil Transportation Services Agreement, dated May 9, 2016, by and between Oasis Midstream Services LLC and Oasis Petroleum Marketing LLC (incorporated herein by reference to Exhibit 10.8 to the Form S-1/A filed by the Partnership on May 17, 2017).
|
|
|
|
|
|
Amendment #1 and Assignment Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum Marketing LLC and Oasis Midstream Services LLC (incorporated herein by reference to Exhibit 10.8 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Registration Rights Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and OMS Holdings Inc. (incorporated herein by reference to Exhibit 10.9 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Revolving Credit Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, as parent, OMP Operating LLC, as borrower, and Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto (incorporated herein by reference to Exhibit 10.10 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Services and Secondment Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Oasis Petroleum Inc. (incorporated herein by reference to Exhibit 10.11 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of Bighorn DevCo LLC, dated as of September 25, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member (incorporated herein by reference to Exhibit 10.12 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC, dated as of September 25, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member (incorporated herein by reference to Exhibit 10.13 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC, dated as of September 25, 2017, by and between OMP Operating LLC, as the member, and Oasis Midstream Services LLC, as the original member (incorporated herein by reference to Exhibit 10.14 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Thomas B. Nusz (incorporated herein by reference to Exhibit 10.15 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Taylor L. Reid (incorporated herein by reference to Exhibit 10.16 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Michael H. Lou (incorporated herein by reference to Exhibit 10.17 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Richard N. Robuck (incorporated herein by reference to Exhibit 10.18 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Nickolas J. Lorentzatos (incorporated herein by reference to Exhibit 10.19 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Phillip D. Kramer (incorporated herein by reference to Exhibit 10.20 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Matthew D. Fitzgerald (incorporated herein by reference to Exhibit 10.21 to the Form 8-K filed by the Partnership on September 29, 2017).
|
|
|
|
|
|
Oasis Midstream Partners LP 2017 Long Term Incentive Plan (incorporated herein by reference to Exhibit 4.4 to the Form S-8 filed by the Partnership on September 25, 2017).
|
|
|
|
|
|
Form of Restricted Unit Award Agreement (incorporated herein by reference to Exhibit 4.5 to the Form S-8 filed by the Partnership on September 25, 2017).
|
|
|
|
|
|
Form of Restricted Unit Award Grant Notice (incorporated herein by reference to Exhibit 4.6 to the Form S-8 filed by the Partnership on September 25, 2017).
|
|
|
|
|
|
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC, dated as of November 7, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member (incorporated herein by reference to Exhibit 10.25 to the Form 10-Q filed by the Partnership on November 9, 2017).
|
|
|
|
|
|
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC, dated as of November 7, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member (incorporated herein by reference to Exhibit 10.26 to the Form 10-Q filed by the Partnership on November 9, 2017).
|
|
|
|
|
|
Indemnification Agreement, dated July 5, 2018, between Oasis Midstream Partners LP and Mr. Harry N. Pefanis (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed by the Partnership on August 7, 2018).
|
|
|
|
|
|
First Amendment to Credit Agreement, dated as of August 27, 2018 among Oasis Midstream Partners, LP, as Parent, OMP Operating LLC, as Borrower, the Other Credit Parties party to thereto, Wells Fargo Banks, N.A., as Administrative Agent and the Lenders thereto (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed by the Partnership on November 6, 2018).
|
|
|
|
|
|
Second Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC, dated as of February 22, 2019, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Partnership on February 28, 2019).
|
|
|
|
|
|
Second Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC, dated as of February 22, 2019, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Partnership on February 28, 2019).
|
|
|
|
|
|
List of Subsidiaries of Oasis Midstream Partners LP
|
|
|
|
|
|
Consent of PricewaterhouseCoopers LLP
|
|
|
|
|
|
Sarbanes-Oxley Section 302 certification of Principal Executive Officer.
|
|
|
|
|
|
Sarbanes-Oxley Section 302 certification of Principal Financial Officer.
|
|
|
|
|
|
Sarbanes-Oxley Section 906 certification of Principal Executive Officer.
|
|
|
|
|
|
Sarbanes-Oxley Section 906 certification of Principal Financial Officer.
|
|
|
|
|
101.INS(a)
|
|
XBRL Instance Document.
|
|
|
|
101.SCH(a)
|
|
XBRL Schema Document.
|
|
|
|
101.CAL(a)
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
101.DEF(a)
|
|
XBRL Definition Linkbase Document.
|
|
|
|
101.LAB(a)
|
|
XBRL Labels Linkbase Document.
|
|
|
|
101.PRE(a)
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oasis Midstream Partners LP
|
|
|
|
|
|
By: OMP GP LLC, its general partner
|
||
|
|
|
|
|
|
|
|
Date:
|
March 1, 2019
|
|
|
|
By:
/s/ Taylor L. Reid
|
||
|
|
|
|
|
|
|
Taylor L. Reid,
|
|
|
|
|
|
|
|
Chief Executive Officer and Director
|
Signature
|
|
Title (Positions with OMP GP LLC)
|
|
Date
|
|
|
|
|
|
/s/ Taylor L. Reid
|
|
Chief Executive Officer and Director
|
|
March 1, 2019
|
Taylor L. Reid
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Richard N. Robuck
|
|
Senior Vice President and Chief Financial Officer
|
|
March 1, 2019
|
Richard N. Robuck
|
|
(Principal Accounting Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Thomas B. Nusz
|
|
Chairman of the Board of Directors
|
|
March 1, 2019
|
Thomas B. Nusz
|
|
|
|
|
|
|
|
|
|
/s/ Michael H. Lou
|
|
President and Director
|
|
March 1, 2019
|
Michael H. Lou
|
|
|
|
|
|
|
|
|
|
/s/ Nickolas J. Lorentzatos
|
|
Executive Vice President and General Counsel and Corporate Secretary and Director
|
|
March 1, 2019
|
Nickolas J. Lorentzatos
|
|
|
|
|
|
|
|
|
|
/s/ Matthew Fitzgerald
|
|
Director
|
|
March 1, 2019
|
Matthew Fitzgerald
|
|
|
|
|
|
|
|
|
|
/s/ Phillip D. Kramer
|
|
Director
|
|
March 1, 2019
|
Phillip D. Kramer
|
|
|
|
|
|
|
|
|
|
/s/ Harry N. Pefanis
|
|
Director
|
|
March 1, 2019
|
Harry N. Pefanis
|
|
|
|
|
1 Year Oasis Midstream Partners Chart |
1 Month Oasis Midstream Partners Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions