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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 |
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FORM 10-Q
|
ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
|
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)
|
|
Large accelerated filer
|
o
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Accelerated filer
|
ý
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Non-accelerated filer
|
o
|
Smaller reporting company
|
o
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|
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|
|
|
|
Emerging growth company
|
ý
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Page
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|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands, except unit data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,259
|
|
|
$
|
6,649
|
|
Accounts receivable
|
3,419
|
|
|
2,481
|
|
||
Accounts receivable - Oasis Petroleum
|
79,659
|
|
|
80,805
|
|
||
Prepaid expenses
|
1,366
|
|
|
1,418
|
|
||
Other current assets
|
272
|
|
|
22
|
|
||
Total current assets
|
89,975
|
|
|
91,375
|
|
||
Property, plant and equipment
|
983,632
|
|
|
933,155
|
|
||
Less: accumulated depreciation and amortization
|
(71,637
|
)
|
|
(62,730
|
)
|
||
Total property, plant and equipment, net
|
911,995
|
|
|
870,425
|
|
||
Operating lease right-of-use assets
|
3,102
|
|
|
—
|
|
||
Other assets
|
2,680
|
|
|
2,452
|
|
||
Total assets
|
$
|
1,007,752
|
|
|
$
|
964,252
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
557
|
|
|
$
|
2,180
|
|
Accounts payable - Oasis Petroleum
|
32,871
|
|
|
33,014
|
|
||
Accrued liabilities
|
63,698
|
|
|
57,657
|
|
||
Accrued interest payable
|
624
|
|
|
442
|
|
||
Current operating lease liabilities
|
2,339
|
|
|
—
|
|
||
Other current liabilities
|
16
|
|
|
—
|
|
||
Total current liabilities
|
100,105
|
|
|
93,293
|
|
||
Long-term debt
|
345,000
|
|
|
318,000
|
|
||
Asset retirement obligations
|
1,533
|
|
|
1,514
|
|
||
Operating lease liabilities
|
785
|
|
|
—
|
|
||
Other liabilities
|
311
|
|
|
—
|
|
||
Total liabilities
|
447,734
|
|
|
412,807
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Partners’ equity
|
|
|
|
||||
Limited partners
|
|
|
|
||||
Common units (20,045,196 and 20,029,026 issued and outstanding at March 31, 2019 and December 31, 2018, respectively)
|
199,191
|
|
|
192,581
|
|
||
Subordinated units (13,750,000 units issued and outstanding at March 31, 2019 and December 31, 2018)
|
48,345
|
|
|
45,937
|
|
||
General Partner
|
238
|
|
|
112
|
|
||
Total partners’ equity
|
247,774
|
|
|
238,630
|
|
||
Non-controlling interests
|
312,244
|
|
|
312,815
|
|
||
Total equity
|
560,018
|
|
|
551,445
|
|
||
Total liabilities and equity
|
$
|
1,007,752
|
|
|
$
|
964,252
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per unit data)
|
||||||
Revenues
|
|
|
|
||||
Midstream services – Oasis Petroleum
|
$
|
74,862
|
|
|
$
|
57,360
|
|
Midstream services – third parties
|
1,127
|
|
|
563
|
|
||
Product sales – Oasis Petroleum
|
15,652
|
|
|
3,493
|
|
||
Product sales – third parties
|
10
|
|
|
5
|
|
||
Total revenues
|
91,651
|
|
|
61,421
|
|
||
Operating expenses
|
|
|
|
||||
Costs of product sales
|
8,065
|
|
|
1,120
|
|
||
Operating and maintenance
|
18,850
|
|
|
15,996
|
|
||
Depreciation and amortization
|
8,929
|
|
|
6,364
|
|
||
General and administrative
|
8,720
|
|
|
6,150
|
|
||
Total operating expenses
|
44,564
|
|
|
29,630
|
|
||
Operating income
|
47,087
|
|
|
31,791
|
|
||
Other expense
|
|
|
|
||||
Interest expense, net of capitalized interest
|
(3,748
|
)
|
|
(262
|
)
|
||
Net income
|
43,339
|
|
|
31,529
|
|
||
Less: Net income attributable to non-controlling interests
|
21,796
|
|
|
21,575
|
|
||
Net income attributable to Oasis Midstream Partners LP
|
21,543
|
|
|
9,954
|
|
||
Less: Net income attributable to General Partner
|
238
|
|
|
—
|
|
||
Net income attributable to limited partners
|
$
|
21,305
|
|
|
$
|
9,954
|
|
Earnings per limited partner unit (Note 12)
|
|
|
|
||||
Common units – basic and diluted
|
$
|
0.63
|
|
|
$
|
0.36
|
|
Weighted average number of limited partners units outstanding (Note 12)
|
|
|
|
||||
Common units – basic
|
20,016
|
|
|
13,750
|
|
||
Common units – diluted
|
20,033
|
|
|
13,754
|
|
|
Partnership
|
|
|
|
|
||||||||||||||
|
Common Units
|
|
Subordinated Units
|
|
General Partner
|
|
Non-controlling Interests
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance as of December 31, 2018
|
$
|
192,581
|
|
|
$
|
45,937
|
|
|
$
|
112
|
|
|
$
|
312,815
|
|
|
$
|
551,445
|
|
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
|
2,532
|
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,922
|
)
|
|
(21,922
|
)
|
|||||
Distributions to unitholders
|
(9,020
|
)
|
|
(6,188
|
)
|
|
(112
|
)
|
|
—
|
|
|
(15,320
|
)
|
|||||
Equity-based compensation
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||
Other
|
2,881
|
|
|
(79
|
)
|
|
—
|
|
|
(2,977
|
)
|
|
(175
|
)
|
|||||
Net income
|
12,630
|
|
|
8,675
|
|
|
238
|
|
|
21,796
|
|
|
43,339
|
|
|||||
Balance as of March 31, 2019
|
$
|
199,191
|
|
|
$
|
48,345
|
|
|
$
|
238
|
|
|
$
|
312,244
|
|
|
$
|
560,018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of December 31, 2017
|
$
|
167,401
|
|
|
$
|
79,173
|
|
|
$
|
—
|
|
|
$
|
313,446
|
|
|
$
|
560,020
|
|
Contributions from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
23,565
|
|
|
23,565
|
|
|||||
Distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,316
|
)
|
|
(38,316
|
)
|
|||||
Distributions to unitholders
|
(5,498
|
)
|
|
(5,493
|
)
|
|
—
|
|
|
—
|
|
|
(10,991
|
)
|
|||||
Equity-based compensation
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||
Net income
|
4,977
|
|
|
4,977
|
|
|
—
|
|
|
21,575
|
|
|
31,529
|
|
|||||
Balance as of March 31, 2018
|
$
|
166,943
|
|
|
$
|
78,657
|
|
|
$
|
—
|
|
|
$
|
320,270
|
|
|
$
|
565,870
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
43,339
|
|
|
$
|
31,529
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
8,929
|
|
|
6,364
|
|
||
Equity-based compensation expenses
|
119
|
|
|
63
|
|
||
Deferred financing costs amortization
|
191
|
|
|
114
|
|
||
Working capital and other changes:
|
|
|
|
||||
Change in accounts receivable
|
208
|
|
|
28,588
|
|
||
Change in prepaid expenses
|
52
|
|
|
31
|
|
||
Change in accounts payable and accrued liabilities
|
3,438
|
|
|
8,062
|
|
||
Change in other assets and liabilities, net
|
(226
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
56,050
|
|
|
74,751
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(49,458
|
)
|
|
(76,440
|
)
|
||
Net cash used in investing activities
|
(49,458
|
)
|
|
(76,440
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Capital contributions from non-controlling interests
|
2,532
|
|
|
15,161
|
|
||
Distributions to non-controlling interests
|
(21,922
|
)
|
|
(38,316
|
)
|
||
Distributions to unitholders
|
(15,320
|
)
|
|
(10,991
|
)
|
||
Deferred financing costs
|
(43
|
)
|
|
—
|
|
||
Proceeds from revolving credit facility
|
32,000
|
|
|
57,000
|
|
||
Principal payments on revolving credit facility
|
(5,000
|
)
|
|
(18,000
|
)
|
||
Other
|
(229
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(7,982
|
)
|
|
4,854
|
|
||
Increase (decrease) in cash and cash equivalents
|
(1,390
|
)
|
|
3,165
|
|
||
Cash:
|
|
|
|
||||
Beginning of period
|
6,649
|
|
|
883
|
|
||
End of period
|
$
|
5,259
|
|
|
$
|
4,048
|
|
Supplemental non-cash transactions:
|
|
|
|
||||
Change in accrued capital expenditures
|
$
|
1,019
|
|
|
$
|
4,806
|
|
Change in asset retirement obligations
|
17
|
|
|
16
|
|
||
Reimbursement of capital expenditures from Oasis Petroleum
|
—
|
|
|
8,404
|
|
DevCos
|
|
Areas Served
|
|
Service Lines
|
|
Partnership Ownership
|
Bighorn DevCo
|
|
Wild Basin
South Nesson
|
|
–
Natural gas processing
–
Crude oil stabilization
–
Crude oil blending
–
Crude oil and natural gas liquids storage
–
Crude oil transportation
|
|
100.0%
|
Bobcat DevCo
|
|
Wild Basin
South Nesson
|
|
–
Natural gas gathering
–
Natural gas compression
–
Gas lift
–
Crude oil gathering
–
Produced and flowback water gathering
–
Produced and flowback water disposal
|
|
27.4%
|
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
|
|
70.0%
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Service revenues
|
|
|
|
||||
Crude oil and natural gas revenues
|
$
|
48,583
|
|
|
$
|
31,413
|
|
Produced and flowback water revenues
|
27,406
|
|
|
26,510
|
|
||
Total service revenues
|
75,989
|
|
|
57,923
|
|
||
Product revenues
|
|
|
|
||||
Natural gas and NGL revenues
|
10,217
|
|
|
—
|
|
||
Freshwater revenues
|
5,445
|
|
|
3,498
|
|
||
Total product revenues
|
15,662
|
|
|
3,498
|
|
||
Total revenues
|
$
|
91,651
|
|
|
$
|
61,421
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Accrued capital costs
|
$
|
43,973
|
|
|
$
|
42,953
|
|
Accrued operating expenses
|
16,834
|
|
|
13,539
|
|
||
Other accrued liabilities
|
2,891
|
|
|
1,165
|
|
||
Total accrued liabilities
|
$
|
63,698
|
|
|
$
|
57,657
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Pipelines
|
$
|
425,122
|
|
|
$
|
395,087
|
|
Natural gas processing plants
|
286,252
|
|
|
278,680
|
|
||
Produced and flowback water facilities
|
95,346
|
|
|
95,119
|
|
||
Compressor stations
|
128,422
|
|
|
126,019
|
|
||
Other property and equipment
|
33,855
|
|
|
33,829
|
|
||
Construction in progress
|
14,635
|
|
|
4,422
|
|
||
Total property, plant and equipment
|
983,632
|
|
|
933,155
|
|
||
Less: accumulated depreciation and amortization
|
(71,637
|
)
|
|
(62,730
|
)
|
||
Total property, plant and equipment, net
|
$
|
911,995
|
|
|
$
|
870,425
|
|
|
Three Months Ended March 31, 2019
|
||
|
(In thousands)
|
||
Operating lease costs
|
$
|
1,095
|
|
Finance lease costs:
|
|
||
Amortization of ROU assets
|
3
|
|
|
Interest on lease liabilities
|
2
|
|
|
Total lease costs
|
$
|
1,100
|
|
|
Operating Leases
|
|
Finance Leases
|
||||
|
(In thousands)
|
||||||
2019 (excluding the three months ended March 31, 2019)
|
$
|
1,811
|
|
|
$
|
18
|
|
2020
|
1,373
|
|
|
24
|
|
||
2021
|
—
|
|
|
24
|
|
||
2022
|
—
|
|
|
24
|
|
||
2023
|
—
|
|
|
24
|
|
||
Thereafter
|
—
|
|
|
362
|
|
||
Total future lease payments
|
$
|
3,184
|
|
|
$
|
476
|
|
Less: Imputed interest
|
60
|
|
|
155
|
|
||
Present value of future lease payments
|
$
|
3,124
|
|
|
$
|
321
|
|
|
|
Balance Sheet Classification
|
|
March 31, 2019
|
||
|
|
|
|
(In thousands)
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Operating lease right-of-use assets
|
|
$
|
3,102
|
|
Finance lease assets
|
|
Other assets
|
|
376
|
|
|
Total lease assets
|
|
|
|
$
|
3,478
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating lease liabilities
|
|
Current operating lease liabilities
|
|
$
|
2,339
|
|
Finance lease liabilities
|
|
Other current liabilities
|
|
10
|
|
|
Long-term
|
|
|
|
|
||
Operating lease liabilities
|
|
Operating lease liabilities
|
|
785
|
|
|
Finance lease liabilities
|
|
Other liabilities
|
|
311
|
|
|
Total lease liabilities
|
|
|
|
$
|
3,445
|
|
|
March 31, 2019
|
||
|
(In thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows from operating leases
|
$
|
358
|
|
Operating cash flows from finance leases
|
2
|
|
|
Financing cash flows from finance leases
|
55
|
|
|
ROU assets obtained in exchange for lease obligations
|
|
||
Operating leases
|
$
|
98
|
|
Finance leases
|
345
|
|
|
As of March 31, 2019
|
|
Operating Leases
|
|
|
Weighted average remaining lease term
|
1.9 years
|
|
Weighted average discount rate
|
3.0
|
%
|
Finance Leases
|
|
|
Weighted average remaining lease term
|
19.8 years
|
|
Weighted average discount rate
|
4.3
|
%
|
|
|
|
|
|
|
|
|
Distributions
|
||||||||||||
|
|
|
|
|
|
|
|
Limited Partners
|
|
General Partner
|
||||||||||
Period
|
|
Record Date
|
|
Distribution Date
|
|
Distribution per limited partner unit
|
|
Common units
|
|
Subordinated units
|
|
IDRs
|
||||||||
|
|
|
|
|
|
|
|
(In thousands)
|
||||||||||||
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
|
|
||||
Q1 2019
|
|
May 17, 2019
|
|
May 29, 2019
|
|
0.4700
|
|
|
9,421
|
|
|
6,463
|
|
|
238
|
|
(1)
|
The cash distribution for the
three months ended March 31, 2019
, was determined based upon the number of units outstanding at
April 30, 2019
.
|
•
|
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 units and subordinated units outstanding during each quarter on a fully diluted weighted average basis, plus the related distribution on the IDRs; 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
|
%
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||
|
|
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
|
|
$
|
238
|
|
|
$
|
9,421
|
|
|
$
|
6,463
|
|
|
$
|
16,122
|
|
Undistributed earnings attributable to Oasis Midstream Partners LP
|
|
—
|
|
|
3,214
|
|
|
2,207
|
|
|
5,421
|
|
||||
Net income attributable to Oasis Midstream Partners LP
|
|
$
|
238
|
|
|
$
|
12,635
|
|
|
$
|
8,670
|
|
|
$
|
21,543
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partners units outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
20,016
|
|
|
|
|
|
|||||||
Diluted
|
|
|
|
20,033
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Oasis Midstream Partners LP per limited partner unit
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
|
|
$
|
0.63
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive restricted units
|
|
|
|
9
|
|
|
|
|
|
|
|
Three Months Ended March 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
|
|
$
|
—
|
|
|
$
|
5,406
|
|
|
$
|
5,397
|
|
|
$
|
10,803
|
|
Excess distributions attributable to Oasis Midstream Partners LP
|
|
—
|
|
|
(429
|
)
|
|
(420
|
)
|
|
(849
|
)
|
||||
Net income attributable to Oasis Midstream Partners LP
|
|
$
|
—
|
|
|
$
|
4,977
|
|
|
$
|
4,977
|
|
|
$
|
9,954
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average limited partners units outstanding
|
|
|
|
|
|
|
|
|
||||||||
Common units – basic
|
|
|
|
13,750
|
|
|
|
|
|
|||||||
Common units – diluted
|
|
|
|
13,754
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Oasis Midstream Partners LP per limited partner unit
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
$
|
0.36
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Anti-dilutive restricted units
|
|
|
|
12
|
|
|
|
|
|
•
|
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 Quarterly Report on Form 10-Q.
|
•
|
Declared the quarterly cash distribution for the
first quarter
of
2019
of
$0.47
per unit, an approximate 5% increase from the cash distribution declared for the
fourth quarter
of
2018
, in line with the Partnership’s 20% annualized distribution growth target.
|
•
|
Net income was
$43.3 million
for the
three months ended March 31, 2019
and net cash from operating activities was
$56.1 million
for the
three months ended March 31, 2019
.
|
•
|
Adjusted EBITDA was
$56.1 million
for the
three months ended March 31, 2019
and net Adjusted EBITDA to the Partnership was
$31.5 million
for the
three months ended March 31, 2019
. See “Non-GAAP Financial Measures” below.
|
•
|
Distributable Cash Flow was
$26.2 million
for the
three months ended March 31, 2019
, resulting in distribution coverage of
1.6
x. See “Non-GAAP Financial Measures” below.
|
•
|
Increased Bighorn DevCo natural gas volumes by 71% from the fourth quarter of 2018, up to
193
million standard cubic feet per day (“MMscfpd”) in the
first quarter
of
2019
, and increased Bobcat DevCo natural gas volumes by 45% from the fourth quarter of 2018, up to 241 MMscfpd in the
first quarter
of
2019
. Third party natural gas volumes represented over 15% of the volumes processed in Bighorn DevCo in the
first quarter
of
2019
.
|
•
|
The Boards of Directors of Oasis Petroleum and OMP GP LLC, our general partner (the “General Partner”), have approved entering into acreage dedications and midstream services arrangements in the Delaware Basin on terms similar to the existing commercial arrangements between us and Oasis Petroleum in the Williston Basin. We anticipate that Oasis Petroleum will dedicate to us certain acreage in and around its position in the Delaware Basin which is currently undedicated for crude oil and produced water infrastructure development. We will form a new wholly-owned DevCo called Panther DevCo LLC, and we expect to spend an additional $53 million to $57 million in 2019 on such infrastructure build-out, including purchases from Oasis Petroleum for existing midstream assets in the Delaware Basin.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except throughput volumes)
|
||||||
Bighorn DevCo
|
|
|
|
||||
Crude oil services volumes (Mbopd)
|
50.6
|
|
|
41.5
|
|
||
Natural gas services volumes (MMscfpd)
|
193.0
|
|
|
98.0
|
|
||
Operating income
|
$
|
10,564
|
|
|
$
|
5,014
|
|
Depreciation and amortization
|
3,735
|
|
|
2,533
|
|
||
Capital expenditures
|
6,955
|
|
|
41,445
|
|
||
Bobcat DevCo
|
|
|
|
||||
Crude oil services volumes (Mbopd)
|
42.5
|
|
|
36.3
|
|
||
Natural gas services volumes (MMscfpd)
|
241.0
|
|
|
140.4
|
|
||
Water services volumes (Mbowpd)
|
51.2
|
|
|
43.0
|
|
||
Operating income
|
$
|
23,914
|
|
|
$
|
16,915
|
|
Depreciation and amortization
|
2,919
|
|
|
2,086
|
|
||
Capital expenditures
|
34,533
|
|
|
27,763
|
|
||
Beartooth DevCo
|
|
|
|
||||
Water services volumes (Mbowpd)
|
133.1
|
|
|
108.4
|
|
||
Operating income
|
$
|
13,509
|
|
|
$
|
10,585
|
|
Depreciation and amortization
|
2,275
|
|
|
1,745
|
|
||
Capital expenditures
|
8,955
|
|
|
11,203
|
|
||
Oasis Midstream Partners LP
|
|
|
|
||||
DevCo operating income
|
$
|
47,987
|
|
|
$
|
32,514
|
|
Public company expenses
|
900
|
|
|
723
|
|
||
Partnership operating income
|
47,087
|
|
|
31,791
|
|
||
Depreciation and amortization
|
8,929
|
|
|
6,364
|
|
||
Equity-based compensation expense
|
119
|
|
|
63
|
|
||
Capitalized interest
|
35
|
|
|
835
|
|
||
Total CapEx
|
50,478
|
|
|
81,246
|
|
||
Maintenance CapEx
|
4,390
|
|
|
2,379
|
|
||
Expansion CapEx
|
46,088
|
|
|
78,867
|
|
•
|
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.
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
Operating results (in thousands):
|
|
|
|
|
|
||||||
Revenues
|
|
|
|
|
|
||||||
Midstream services – Oasis Petroleum
|
$
|
74,862
|
|
|
$
|
57,360
|
|
|
$
|
17,502
|
|
Midstream services – third parties
|
1,127
|
|
|
563
|
|
|
564
|
|
|||
Product sales – Oasis Petroleum
|
15,652
|
|
|
3,493
|
|
|
12,159
|
|
|||
Product sales – third parties
|
10
|
|
|
5
|
|
|
5
|
|
|||
Total revenues
|
$
|
91,651
|
|
|
$
|
61,421
|
|
|
$
|
30,230
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2019
|
|
2018
|
|
Change
|
||||||
|
(In thousands)
|
||||||||||
Operating expenses
|
|
|
|
|
|
||||||
Costs of product sales
|
$
|
8,065
|
|
|
$
|
1,120
|
|
|
$
|
6,945
|
|
Operating and maintenance
|
18,850
|
|
|
15,996
|
|
|
2,854
|
|
|||
Depreciation and amortization
|
8,929
|
|
|
6,364
|
|
|
2,565
|
|
|||
General and administrative
|
8,720
|
|
|
6,150
|
|
|
2,570
|
|
|||
Total operating expenses
|
44,564
|
|
|
29,630
|
|
|
14,934
|
|
|||
Operating income
|
47,087
|
|
|
31,791
|
|
|
15,296
|
|
|||
Other expense
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest
|
(3,748
|
)
|
|
(262
|
)
|
|
(3,486
|
)
|
|||
Net income
|
43,339
|
|
|
31,529
|
|
|
11,810
|
|
|||
Less: Net income attributable to non-controlling interests
|
21,796
|
|
|
21,575
|
|
|
221
|
|
|||
Net income attributable to Oasis Midstream Partners LP
|
21,543
|
|
|
9,954
|
|
|
11,589
|
|
|||
Less: Net income attributable to General Partner
|
238
|
|
|
—
|
|
|
238
|
|
|||
Net income attributable to limited partners
|
$
|
21,305
|
|
|
$
|
9,954
|
|
|
$
|
11,351
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
56,050
|
|
|
$
|
74,751
|
|
Net cash used in investing activities
|
(49,458
|
)
|
|
(76,440
|
)
|
||
Net cash provided by (used in) financing activities
|
(7,982
|
)
|
|
4,854
|
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
(1,390
|
)
|
|
$
|
3,165
|
|
|
Three Months Ended March 31, 2019
|
||||||
|
(In thousands)
|
||||||
Capital expenditures
|
Gross
|
|
Net
|
||||
Maintenance CapEx
|
$
|
4,390
|
|
|
$
|
1,667
|
|
Expansion CapEx
(1)
|
46,088
|
|
|
43,557
|
|
||
Total CapEx
(2)
|
$
|
50,478
|
|
|
$
|
45,224
|
|
(1)
|
Includes capitalized interest of
$35,000
for the
three months ended March 31, 2019
.
|
(2)
|
Capital expenditures reflected in the tables above differ from capital expenditures shown in the statement of cash flows in our condensed consolidated financial statements because amounts reflected in the tables above include changes in accrued capital expenditures from the previous reporting period, while amounts presented in the statements of cash flows are presented on a cash basis.
|
|
|
|
Three Months Ended March 31, 2019
|
||||||
|
|
|
(In thousands)
|
||||||
DevCo
|
|
Partnership Ownership
(2)
|
Gross
|
|
Net
|
||||
Bighorn DevCo
|
|
100.0%
|
$
|
6,955
|
|
|
$
|
6,955
|
|
Bobcat DevCo
|
|
27.4%
|
34,533
|
|
|
31,965
|
|
||
Beartooth DevCo
|
|
70.0%
|
8,955
|
|
|
6,269
|
|
||
OMP Operating LLC
|
|
100.0%
|
35
|
|
|
35
|
|
||
Total CapEx
(1)
|
|
|
$
|
50,478
|
|
|
$
|
45,224
|
|
(1)
|
Capital expenditures reflected in the tables above differ from capital expenditures shown in the statement of cash flows in our condensed consolidated financial statements because amounts reflected in the tables above include changes in accrued capital expenditures from the previous reporting period, while amounts presented in the statements of cash flows are presented on a cash basis.
|
(2)
|
Represents the Partnership’s ownership in each DevCo as of
March 31, 2019
.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Interest expense, net of capitalized interest
|
$
|
3,748
|
|
|
$
|
262
|
|
Capitalized interest
|
35
|
|
|
835
|
|
||
Amortization of deferred financing costs
|
(191
|
)
|
|
(116
|
)
|
||
Cash Interest
|
3,592
|
|
|
981
|
|
||
Less: Cash Interest attributable to non-controlling interests
(1)
|
(2
|
)
|
|
—
|
|
||
Cash Interest attributable to Oasis Midstream Partners LP
|
$
|
3,590
|
|
|
$
|
981
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
43,339
|
|
|
$
|
31,529
|
|
Depreciation and amortization
|
8,929
|
|
|
6,364
|
|
||
Equity-based compensation expense
|
119
|
|
|
63
|
|
||
Interest expense, net of capitalized interest
|
3,748
|
|
|
262
|
|
||
Adjusted EBITDA
|
56,135
|
|
|
38,218
|
|
||
Less: Adjusted EBITDA attributable to non-controlling interests
|
24,647
|
|
|
24,496
|
|
||
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
31,488
|
|
|
13,722
|
|
||
Less:
|
|
|
|
||||
Cash Interest attributable to Oasis Midstream Partners LP
|
3,590
|
|
|
981
|
|
||
Maintenance capital expenditures attributable to Oasis Midstream Partners LP
|
1,667
|
|
|
796
|
|
||
Distributable Cash Flow attributable to Oasis Midstream Partners LP
|
$
|
26,231
|
|
|
$
|
11,945
|
|
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
56,050
|
|
|
$
|
74,751
|
|
Interest expense, net of capitalized interest
|
3,748
|
|
|
262
|
|
||
Changes in working capital
|
(3,472
|
)
|
|
(36,681
|
)
|
||
Other non-cash adjustments
|
(191
|
)
|
|
(114
|
)
|
||
Adjusted EBITDA
|
56,135
|
|
|
38,218
|
|
||
Less: Adjusted EBITDA attributable to non-controlling interests
|
24,647
|
|
|
24,496
|
|
||
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
31,488
|
|
|
13,722
|
|
||
Less:
|
|
|
|
||||
Cash Interest attributable to Oasis Midstream Partners LP
|
3,590
|
|
|
981
|
|
||
Maintenance capital expenditures attributable to Oasis Midstream Partners LP
|
1,667
|
|
|
796
|
|
||
Distributable Cash Flow attributable to Oasis Midstream Partners LP
|
$
|
26,231
|
|
|
$
|
11,945
|
|
Exhibit
No. |
|
Description of Exhibit
|
|
|
|
|
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).
|
|
|
|
|
|
Second Amendment to Credit Agreement, dated as of May 6, 2019 among Oasis Midstream Partners LP, as Parent, OMP Operating LLC, as Borrower, the Other Credit Parties party thereto, Wells Fargo Bank, N.A., as Administrative Agent and the Lenders thereto.
|
|
|
|
|
|
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:
|
May 8, 2019
|
|
By:
|
|
/s/ Taylor L. Reid
|
||
|
|
|
|
|
|
|
Taylor L. Reid
|
|
|
|
|
|
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
By:
|
|
/s/ Richard N. Robuck
|
||
|
|
|
|
|
|
|
Richard N. Robuck
|
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
|
1 Year Oasis Midstream Partners Chart |
1 Month Oasis Midstream Partners Chart |
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