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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                   to                  
Commission file number: 1-34776
Oasis Petroleum Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
 
80-0554627
(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)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý    No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý   No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer
ý
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
o   (Do not check if a smaller reporting company)
Smaller reporting company
¨
 
 
 
 
 
 
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨  No  ý
Number of shares of the registrant’s common stock outstanding at July 31, 2018 : 317,995,747 shares.
 
 
 
 
 


Table of Contents


OASIS PETROLEUM INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2018
TABLE OF CONTENTS
 
Page

Table of Contents


PART I — FINANCIAL INFORMATION
Item 1. — Financial Statements (Unaudited)
Oasis Petroleum Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
June 30, 2018
 
December 31, 2017
 
(In thousands, except share data)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
17,072

 
$
16,720

Accounts receivable, net
378,080

 
363,580

Inventory
23,222

 
19,367

Prepaid expenses
5,874

 
7,631

Derivative instruments
—

 
344

Intangible assets, net
625

 
—

Other current assets
82

 
193

Total current assets
424,955

 
407,835

Property, plant and equipment
 
 
 
Oil and gas properties (successful efforts method)
8,424,834

 
7,838,955

Other property and equipment
1,024,104

 
868,746

Less: accumulated depreciation, depletion, amortization and impairment
(2,691,697
)
 
(2,534,215
)
Total property, plant and equipment, net
6,757,241

 
6,173,486

Assets held for sale, net
250,118

 
—

Derivative instruments
25

 
9

Long-term inventory
12,505

 
12,200

Other assets
20,491

 
21,600

Total assets
$
7,465,335

 
$
6,615,130

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable
$
29,988

 
$
13,370

Revenues and production taxes payable
246,215

 
213,995

Accrued liabilities
320,508

 
236,480

Accrued interest payable
36,971

 
38,963

Derivative instruments
194,810

 
115,716

Advances from joint interest partners
3,983

 
4,916

Other current liabilities
40

 
40

Total current liabilities
832,515

 
623,480

Long-term debt
2,757,481

 
2,097,606

Deferred income taxes
205,628

 
305,921

Asset retirement obligations
49,743

 
48,511

Liabilities held for sale
4,181

 
—

Derivative instruments
35,007

 
19,851

Other liabilities
6,529

 
6,182

Total liabilities
3,891,084

 
3,101,551

Commitments and contingencies (Note 17)

 

Stockholders’ equity
 
 
 
Common stock, $0.01 par value: 450,000,000 shares authorized; 320,010,534 shares issued and 317,985,056 shares outstanding at June 30, 2018 and 270,627,014 shares issued and 269,295,466 shares outstanding at December 31, 2017
3,154

 
2,668

Treasury stock, at cost: 2,025,478 and 1,331,548 shares at June 30, 2018 and December 31, 2017, respectively
(28,243
)
 
(22,179
)
Additional paid-in capital
3,062,861

 
2,677,217

Retained earnings
398,371

 
717,985

Oasis share of stockholders’ equity
3,436,143

 
3,375,691

Non-controlling interests
138,108

 
137,888

Total stockholders’ equity
3,574,251

 
3,513,579

Total liabilities and stockholders’ equity
$
7,465,335

 
$
6,615,130


The accompanying notes are an integral part of these condensed consolidated financial statements.

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Oasis Petroleum Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands, except per share data)
Revenues
 
 
 
 
 
 
 
Oil and gas revenues
$
395,921

 
$
218,633

 
$
759,592

 
$
455,885

Purchased oil and gas sales
57,578

 
8,091

 
75,615

 
35,722

Midstream revenues
29,342

 
15,566

 
57,264

 
30,172

Well services revenues
18,496

 
11,801

 
30,082

 
17,428

Total revenues
501,337

 
254,091

 
922,553

 
539,207

Operating expenses
 
 
 
 
 
 
 
Lease operating expenses
44,141

 
44,665

 
88,922

 
88,537

Midstream operating expenses
7,688

 
3,263

 
15,673

 
6,590

Well services operating expenses
13,560

 
9,010

 
20,947

 
13,570

Marketing, transportation and gathering expenses
22,833

 
12,039

 
43,846

 
22,990

Purchased oil and gas expenses
57,165

 
7,980

 
75,163

 
35,982

Production taxes
34,026

 
18,971

 
65,026

 
39,270

Depreciation, depletion and amortization
153,570

 
125,291

 
302,835

 
251,957

Exploration expenses
617

 
1,667

 
1,386

 
3,156

Impairment
384,135

 
3,200

 
384,228

 
5,882

General and administrative expenses
28,230

 
22,626

 
56,170

 
45,802

Total operating expenses
745,965

 
248,712

 
1,054,196

 
513,736

Gain on sale of properties
1,954

 
—

 
1,954

 
—

Operating income (loss)
(242,674
)
 
5,379

 
(129,689
)
 
25,471

Other income (expense)
 
 
 
 
 
 
 
Net gain (loss) on derivative instruments
(120,285
)
 
50,532

 
(191,401
)
 
106,607

Interest expense, net of capitalized interest
(40,910
)
 
(36,838
)
 
(78,056
)
 
(73,159
)
Loss on extinguishment of debt
(13,651
)
 
—

 
(13,651
)
 
—

Other income (expense)
218

 
(166
)
 
35

 
(150
)
Total other income (expense)
(174,628
)
 
13,528

 
(283,073
)
 
33,298

Income (loss) before income taxes
(417,302
)
 
18,907

 
(412,762
)
 
58,769

Income tax benefit (expense)
101,001

 
(2,339
)
 
100,173

 
(18,376
)
Net income (loss) including non-controlling interests
(316,301
)
 
16,568

 
(312,589
)
 
40,393

Less: Net income attributable to non-controlling interests
3,903

 
—

 
7,025

 
—

Net income (loss) attributable to Oasis
$
(320,204
)
 
$
16,568

 
$
(319,614
)
 
$
40,393

Earnings (loss) attributable to Oasis per share:
 
 
 
 
 
 
 
Basic (Note 15)
$
(1.02
)
 
$
0.07

 
$
(1.06
)
 
$
0.17

Diluted (Note 15)
(1.02
)
 
0.07

 
(1.06
)
 
0.17

Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic (Note 15)
313,072

 
233,283

 
301,652

 
233,176

Diluted (Note 15)
313,072

 
234,917

 
301,652

 
236,281


The accompanying notes are an integral part of these condensed consolidated financial statements.


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Oasis Petroleum Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited)
 
Attributable to Oasis
 
 
 
 
 
Common Stock
 
Treasury Stock
 
Additional
Paid-in Capital
 
Retained Earnings
 
Non-controlling Interests
 
Total
Stockholders’
Equity
Shares
 
Amount
 
Shares
 
Amount
 
 
(In thousands)
Balance at December 31, 2017
269,295

 
$
2,668

 
1,332

 
$
(22,179
)
 
$
2,677,217

 
$
717,985

 
$
137,888

 
$
3,513,579

Permian Basin Acquisition issuance
46,000

 
460

 
—

 
—

 
370,760

 
—

 
—

 
371,220

Other (2017 issuance of common stock and Oasis Midstream common units)
—

 
—

 
—

 
—

 
38

 
—

 
(125
)
 
(87
)
Equity-based compensation
3,383

 
26

 
—

 
—

 
14,846

 
—

 
166

 
15,038

Distributions to non-controlling interest owners
—

 
—

 
—

 
—

 
—

 
—

 
(6,846
)
 
(6,846
)
Treasury stock - tax withholdings
(693
)
 
—

 
693

 
(6,064
)
 
—

 
—

 
—

 
(6,064
)
Net income (loss)
—

 
—

 
—

 
—

 
—

 
(319,614
)
 
7,025

 
(312,589
)
Balance at June 30, 2018
317,985

 
$
3,154

 
2,025

 
$
(28,243
)
 
$
3,062,861

 
$
398,371

 
$
138,108

 
$
3,574,251


The accompanying notes are an integral part of these condensed consolidated financial statements.


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O asis Petroleum Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended June 30,
 
2018
 
2017
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net income (loss) including non-controlling interests
$
(312,589
)
 
$
40,393

Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
302,835

 
251,957

Loss on extinguishment of debt
13,651

 
—

Gain on sale of properties
(1,954
)
 
—

Impairment
384,228

 
5,882

Deferred income taxes
(100,293
)
 
18,376

Derivative instruments
191,401

 
(106,607
)
Equity-based compensation expenses
14,130

 
13,823

Deferred financing costs amortization and other
10,518

 
8,871

Working capital and other changes:
 
 
 
Change in accounts receivable, net
(5,866
)
 
(13,743
)
Change in inventory
(4,721
)
 
(1,007
)
Change in prepaid expenses
573

 
(264
)
Change in other current assets
111

 
280

Change in long-term inventory and other assets
(381
)
 
(8,768
)
Change in accounts payable, interest payable and accrued liabilities
40,849

 
11,158

Change in other current liabilities
—

 
(10,490
)
Change in other liabilities
(476
)
 
—

Net cash provided by operating activities
532,016

 
209,861

Cash flows from investing activities:
 
 
 
Capital expenditures
(536,959
)
 
(252,461
)
Acquisitions
(524,255
)
 
—

Proceeds from sale of properties
2,236

 
4,000

Derivative settlements
(96,823
)
 
(8,899
)
Advances from joint interest partners
(933
)
 
(1,781
)
Net cash used in investing activities
(1,156,734
)
 
(259,141
)
Cash flows from financing activities:
 
 
 
Proceeds from Revolving Credit Facilities
1,933,000

 
484,000

Principal payments on Revolving Credit Facilities
(1,265,000
)
 
(429,000
)
Repurchase of senior unsecured notes
(423,143
)
 
—

Proceeds from issuance of senior unsecured notes
400,000

 
—

Deferred financing costs
(6,790
)
 
—

Purchases of treasury stock
(6,064
)
 
(5,451
)
Distributions to non-controlling interests
(6,846
)
 
—

Other
(87
)
 
(55
)
Net cash provided by financing activities
625,070

 
49,494

Increase in cash and cash equivalents
352

 
214

Cash and cash equivalents:
 
 
 
Beginning of period
16,720

 
11,226

End of period
$
17,072

 
$
11,440

Supplemental non-cash transactions:
 
 
 
Change in accrued capital expenditures
$
90,040

 
$
19,017

Change in asset retirement obligations
5,407

 
1,759

Issuance of shares in connection with the Permian Basin Acquisition
371,220

 
—

Installment notes from acquisition
—

 
4,875

The accompanying notes are an integral part of these condensed consolidated financial statements.

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OASIS PETROLEUM INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Operations of the Company
Oasis Petroleum Inc. (together with its consolidated subsidiaries, “Oasis” or the “Company”) was originally formed in 2007 and was incorporated pursuant to the laws of the State of Delaware in 2010. The Company is an independent exploration and production company focused on the acquisition and development of onshore, unconventional oil and natural gas resources in the United S tates. Oasis Petroleum North America LLC (“OPNA”) and Oasis Petroleum Permian LLC (“ OP Permian ”) conduct the Company’s exploration and production activities and own its proved and unproved oil and natural gas properties located in the North Dakota and Montana regions of the Williston Basin and the Texas regions of the Delaware Basin, respectively. The Company also operates a midstream services business through OMS Holdings LLC (“ OMS ”) and a well services business through Oasis Well Services LLC (“OWS”), both of which are separate reportable business segments that are complementary to its primary development and production activities. The midstream services business is conducted by Oasis Midstream Partners LP (“ OMP ” or “ Oasis Midstream ”), which completed an initial public offering in September 2017. The Company owns the general partner and a majority of the outstanding units of OMP .
2 . Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the Condensed Consolidated Balance Sheet at December 31, 2017 is derived from audited financial statements. Certain reclassifications of prior year balances have been made to conform such amounts to current year classifications. These reclassifications have no impact on net income. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of the Company’s financial position, have been included. Management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.
These interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (“ 2017 Annual Report”).
Consolidation.  The accompanying condensed consolidated financial statements of the Company include the accounts of Oasis, the accounts of wholly-owned subsidiaries, and the accounts of OMP , which is considered a variable interest entity (“ VIE ”) for which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated upon consolidation.
Consolidated VIE . The Company has determined that the partners with equity at risk in OMP lack the authority, through voting rights or similar rights, to direct the activities that most significantly impact OMP ’s economic performance. Therefore, as the limited partners of OMP do not have substantive kick-out or substantive participating rights over OMP GP LLC (“ OMP GP ”), the general partner to OMP , OMP is a VIE . Through the Company’s ownership interest in OMP GP , the Company has the authority to direct the activities that most significantly affect economic performance and the right to receive benefits that could be potentially significant to OMP . Therefore, the Company is considered the primary beneficiary and consolidates OMP and records a non-controlling interest for the interest owned by the public as of June 30, 2018 .
Risks and Uncertainties
As an oil and natural gas producer, the Company’s revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which are dependent upon numerous factors beyond its control such as economic, political and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile, and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the future. A substantial or extended decline in prices for oil and, to a lesser extent, natural gas could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.

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Significant Accounting Policies
There have been no material changes to the Company’s critical accounting policies and estimates from those disclosed in the 2017 Annual Report, other than as noted below.
Revenue recognition. In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The objective of ASU 2014-09 is greater consistency and comparability across industries by using a five-step model to recognize revenue from customer contracts. ASU 2014-09 was applied on a modified retrospective basis. The adoption of ASU 2014-09 did not result in a material impact to the Company’s financial position, cash flows or results of operations. Enhanced disclosures in accordance with ASU 2014-09 have been provided in Note 3  –  Revenue Recognition .
Financial instruments. In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires that most equity instruments be measured at fair value with subsequent changes in fair value recognized in net income. ASU 2016-01 also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 does not apply to equity method investments or investments in consolidated subsidiaries. ASU 2016-01 was applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of  June 30, 2018 .
Statement of cash flows. In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2016-15, Statement of Cash Flows (“ASU 2016-15”), which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 was applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of  June 30, 2018 .
Income taxes. In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”), to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. ASU 2016-16 was applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of  June 30, 2018 .
Business combinations. In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2017-01,  Clarifying the Definition of a Business  (“ASU 2017-01”), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. ASU 2017-01 was applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of  June 30, 2018 .
Equity-based compensation. In the first quarter of 2018, the Company adopted Accounting Standards Update No. 2017-09, Scope of Modification Accounting (“ASU 2017-09”), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. ASU 2017-09 was applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of  June 30, 2018 .
Recent Accounting Pronouncements
Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”), which requires a lessee to recognize lease payment obligations and a corresponding right-of-use asset to be measured at fair value on the balance sheet. ASU 2016-02 also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. This standard does not apply to leases to explore for or use minerals, oil or natural gas resources, including the right to explore for those natural resources. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. In January 2018, the FASB issued Accounting Standards Update No. 2018-01, Land easement practical expedient for transition to Topic 842 , which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounting for as leases under Topic 840, Leases . The Company plans to elect this practical expedient and is currently evaluating the effect that adopting the new lease guidance will have on its financial position, cash flows or results of operations.
Income taxes. In March 2018, the FASB issued Accounting Standards Update No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). The standard amends Accounting Standards Codification 740, Income Taxes (“ASC 740”) to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"). The Company is currently evaluating the effect of the new tax guidance, but does not expect it to have a material impact on its financial position, cash flows or results of operations. See Note 13  –  Income Taxes .

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3 . Revenue Recognition
In May 2014, the FASB issued a new accounting standard related to revenue recognition, ASC 606 - Revenue from Contracts with Customers (“ASC 606”) . This standard was effective in first quarter 2018 and the Company adopted the new standard using the modified retrospective method. The Company applied ASC 606 to all new contracts entered into after January 1, 2018 and all existing contracts for which all (or substantially all) of the revenue has not been recognized under legacy revenue guidance as of December 31, 2017. ASC 606 supersedes previous revenue recognition requirements in ASC 605 and includes a five-step revenue recognition model to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
In accordance with the adoption of ASC 606, management evaluated its contracts with customers to apply the five-step revenue recognition model. The adoption of ASC 606 did not result in a material impact to the Company’s financial position, cash flows or results of operations.
The unit of account in ASC 606 is a performance obligation, which is a promise in a contract to transfer to a customer either a distinct good or service (or bundle of goods or services) or a series of distinct goods or services provided over a period of time. ASC 606 requires that a contract’s transaction price, which is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, is to be allocated to each performance obligation in the contract based on relative standalone selling prices and recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.
Exploration and production revenues
Our exploration and production revenues are derived from contracts for oil, natural gas and natural gas liquids (“NGL”) sales, as described below. Generally, for the majority of these contracts: (i) each unit (barrel (“bbl”), mcf, gallon, etc.) of commodity product is a separate performance obligation, as our promise is to sell multiple distinct units of commodity product at a point in time; (ii) the transaction price principally consists of variable consideration, which amount is determinable each month end based on our right to invoice at month end for the value of commodity product sold to the customer that month; and (iii) the transaction price is allocated to each performance obligation based on the commodity product’s standalone selling price and recognized as revenue upon delivery of the commodity product, which is the point in time when the customer obtains control of the commodity product and our performance obligation is satisfied. The sales of oil, natural gas and NGLs as presented on the Company’s Condensed Consolidated Statements of Operations represent the Company’s share of revenues net of royalties and excluding revenue interests owned by others. When selling oil, natural gas and NGLs on behalf of royalty owners or working interest owners, the Company is acting as an agent and thus reports the revenue on a net basis. To the extent actual volumes and prices of oil and natural gas sales are unavailable for a given reporting period because of timing or information not received from third parties, the expected sales volumes and prices for those properties are estimated and recorded. The Company’s contracts with customers typically require payments for oil, natural gas and NGL sales within 30 days following the calendar month of delivery.
Oil sales. The Company sells a substantial majority of its oil through bulk sales at delivery points on crude oil gathering systems or directly at the wellhead to a variety of customers under short-term contracts that include a specified quantity of crude oil to be delivered and sold to the customer at a specified delivery point. The customer pays a market-based transaction price, which incorporates differentials that include, but are not limited to, transportation costs and adjustments for product quality.
Natural gas sales. The Company’s natural gas sales consist of unprocessed gas sales and residue gas sales. Unprocessed gas is sold at delivery points at or near the wellhead under percentage of proceeds contracts, in which the customer pays a transaction price based on its sale of the bifurcated NGLs and residue gas, less any associated fees. Revenue is recorded on a net basis, with processing fees deducted within revenue rather than as a separate expense line item, as title and control transfer at the delivery point. Residue gas is sold from the tailgate of the Company’s gas processing plant located in Wild Basin or transported and sold at other downstream sales points, and the customer pays a transaction price based on a market indexed per-unit rate for the quantities sold.
Purchased oil and gas sales. The Company purchases and sells crude oil and natural gas at various delivery points to a variety of customers under short-term contracts that include specified quantities of crude oil and natural gas to be sold and delivered to the customer at a specified delivery point. The Company purchases and sells crude oil and natural gas to different counterparties at market-based prices. Market-based pricing is based on the price index applicable for the location of the sale. The Company accounts for these transactions on a gross basis.
NGL sales. NGLs are sold from the Company’s gas processing plant complex located in Wild Basin or trucked and sold at other downstream locations, and the customer pays a transaction price based on a market indexed per-unit rate for the quantities sold.

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Prior period performance obligations. For sales of oil, purchased oil, natural gas, purchased gas and NGLs, the Company records revenue in the month production is delivered to the purchaser. However, settlement statements and payment may not be received for  30  to  90  days after the date production is delivered, and as a result, the Company is required to estimate the amount of production that was delivered to the purchaser and the price that will be received for the sale of the product. The Company records the differences between estimates and the actual amounts received for product sales once payment is received from the purchaser. Such differences have historically not been significant. The Company uses knowledge of its properties, its properties' historical performance, spot market prices and other factors as the basis for these estimates. For the three and six months ended June 30, 2018 , revenue recognized related to performance obligations satisfied in prior reporting periods was not material.
Revenues associated with contracts with customers for oil, natural gas and NGL sales were as follows for the three and six months ended June 30, 2018 and 2017 :
Exploration and Production Revenues
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Oil revenues
$
361,254

 
$
194,005

 
$
684,640

 
$
402,599

Purchased oil sales
53,707

 
7,905

 
71,695

 
35,536

Natural gas revenues
23,059

 
15,119

 
50,021

 
34,652

Purchased gas sales
496

 
186

 
545

 
186

NGL revenues
11,608

 
9,509

 
24,931

 
18,634

Total exploration and production revenues
$
450,124

 
$
226,724

 
$
831,832

 
$
491,607

Midstream revenues
Crude oil and natural gas revenues. The Company is party to certain contracts for gas gathering, compression, processing and gas lift services, as well as crude oil gathering, stabilization, blending, storage and transportation. Under these customer contracts, the Company 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 Company’s 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. Payments from customers are generally received by the Company within one month after the month in which services are provided.
Purchased oil sales. The Company purchases and sells crude oil at various delivery points on crude oil gathering systems to a variety of customers under short-term contracts that include a specified quantity of crude oil to be sold and delivered to the customer at a specified delivery point. The Company purchases and sells the crude oil to different counterparties at market-based prices. Market-based pricing is based on the price index applicable for the location of the sale. The Company accounts for these transactions on a gross basis.
Water revenues. The Company is also party to certain contracts with customers for water services, which includes produced and flowback water gathering and disposal services and freshwater distribution services. Under its customer contracts for produced and flowback water gathering and disposal services, the Company 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 Company’s 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. Payments from customers are generally received by the Company within one month after the month in which services are provided.
Under its customer contracts for freshwater distribution services, the Company supplies and distributes freshwater to its customers for hydraulic fracturing and production optimization. Management has determined these contracts contain multiple distinct performance obligations since each freshwater barrel is not dependent nor highly interrelated with other barrels. Revenue associated with freshwater distribution services is recognized at a point-in-time based upon the transaction price when title, control and risk of loss transfers to the customer, which occurs at the delivery point. Payments are due from customers 30 days after receipt of invoice.

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Revenues associated with contracts with customers for midstream services were as follows for the three and six months ended June 30, 2018 and 2017 :
Midstream Revenues (1)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Crude oil and natural gas revenues
$
17,907

 
$
3,187

 
$
35,936

 
$
11,739

Purchased oil sales
3,375

 
—

 
3,375

 
—

Water revenues
11,435

 
12,379

 
21,328

 
18,433

Total midstream revenues
$
32,717

 
$
15,566

 
$
60,639

 
$
30,172

__________________
(1)
Represents midstream revenues excluding all intercompany revenues for work performed by the midstream services business segment for Oasis’s working interests that are eliminated in consolidation and are therefore not included in midstream services revenues.
Well services revenues
Hydraulic fracturing service revenues. Hydraulic fracturing revenue is recognized upon the completion of each hydraulic fracturing of a well. These services are composed of various components, such as personnel, equipment and hydraulic fracturing materials, but management determined that each component is not distinct, as it cannot be used on its own or together with a resource readily available to the customer. Revenue is recognized when the performance obligations of hydraulic fracturing a well in its totality are completed; generally, this is over a period of time due to all work being performed for a customer occurring on the customer’s property, where the customer has control over the work in process as it is being performed. In addition, the Company’s assets being used to perform the obligations have no alternative use at the time of performance and the Company has the right to payment for performance to date. Payments from customers are generally received by the Company within one month after the month in which services are provided. In addition, revenue from product sales to third parties is generated when OPNA requests that third-party hydraulic fracturing companies hydraulic fracture OPNA’s wells. Although the labor is provided by the third-party hydraulic fracturing company, the materials (e.g., sand, chemicals, etc.) used in the hydraulic fracturing of the wells are provided by OWS. The third-party hydraulic fracturing company or OPNA pays OWS for the materials delivered to the wells. Revenue is recognized once the performance obligations to transfer hydraulic fracturing materials are completed.
Equipment rental revenues. Equipment rental revenue is generated when OPNA or a third-party hydraulic fracturing company rents equipment from OWS. This equipment is used in the preparation stage of hydraulic fracturing services or after the hydraulic fracturing services have been completed. Equipment rental revenues are calculated based on the equipment’s daily rental rate and the number of days that the equipment was rented by the customer. OWS’s performance obligation is satisfied when the entire rental period is completed. Equipment rental revenues are recognized over a period of time due to the customer simultaneously receiving and consuming the bene fits of the rental equipment provided by OWS on a daily basis. Satisfaction of the Company’s performance obligation is measured as each day of rental period is completed, which directly corresponds with its right to consideration from the customer. Revenues associated with these contracts are recognized at the time of invoicing for the entire rental period under the right to invoice practical expedient. Payments from customers are generally received by the Company within one month after the month in which services are provided.
Revenues associated with contracts with customers for hydraulic fracturing services and equipment rental sales were as follows for the three and six months ended June 30, 2018 and 2017 :
Well Services Revenues (1)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Hydraulic fracturing service revenues
$
17,390

 
$
11,057

 
$
27,816

 
$
16,213

Equipment rental revenues
1,106

 
744

 
2,266

 
1,215

Total well services revenues
$
18,496

 
$
11,801

 
$
30,082

 
$
17,428

__________________
(1)
Represents well services revenues excluding all intercompany revenues for work performed by the well services business segment for Oasis’s working interests that are eliminated in consolidation and are therefore not included in well services revenues.

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Contract balances
Under the Company's customer contracts, invoicing occurs once the Company's performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company's contracts do not give rise to contract assets or liabilities under ASC 606.
Performance obligations
The majority of the Company’s sales are short-term in nature with a contract term of one year or less. For those contracts, the Company utilized the practical expedient in ASC 606-10-50-14 that exempts the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
For the Company’s product sales that have a contract term greater than one year, the Company utilized the practical expedient in ASC 606-10-50-14(A) which states the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under these sales contracts, each unit of product generally represents a separate performance obligation; therefore future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. Under the midstream services contracts, each unit of service represents a separate performance obligation and therefore performance obligations in respect of future services are wholly unsatisfied.
4. Inventory
Crude oil inventory includes oil in tanks. Equipment and materials consist primarily of proppant, chemicals, tubular goods, well equipment to be used in future drilling or repair operations and well fracturing equipment. Crude oil inventory and equipment and materials are included in inventory on the Company’s Condensed Consolidated Balance Sheets.
The minimum volume of product in a pipeline system that enables the system to operate is known as linefill and is generally not available to be withdrawn from the pipeline system until the expiration of the transportation contract. The Company owns oil linefill in third-party pipelines, which is included in long-term inventory on the Company’s Condensed Consolidated Balance Sheets.
Inventory , including long-term inventory, is stated at the lower of cost and net realizable value with cost determined on an average cost method. T he Company assesses the carrying value of inventory and uses estimates and judgment when making any adjustments necessary to reduce the carrying value to net realizable value. Among the uncertainties that impact the Company’s estimates are the applicable quality and location differentials to include in the Company’s net realizable value analysis. Additionally, the Company estimates the upcoming liquidation timing of the inventory. Changes in assumptions made as to the timing of a sale can materially impact net realizable value.
Total inventory consists of the following:
 
June 30, 2018
 
December 31, 2017
 
(In thousands)
Inventory
 
 
 
Crude oil inventory
$
7,000

 
$
10,427

Equipment and materials
16,222

 
8,940

Total inventory
$
23,222

 
$
19,367

 
 
 
 
Long-term inventory
 
 
 
Linefill in third-party pipelines
$
12,505

 
$
12,200

Long-term inventory
$
12,505

 
$
12,200

 
 
 
 
Total
$
35,727

 
$
31,567


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5 . Accounts Receivable, Net
The following table sets forth the Company’s accounts receivable, net:
 
June 30, 2018
 
December 31, 2017
 
(In thousands)
Accounts receivable, net
 
 
 
Trade accounts
$
250,740

 
$
233,660

Joint interest accounts
79,304

 
73,588

Other accounts
48,982

 
57,905

Total
379,026

 
365,153

Allowance for doubtful accounts
(946
)
 
(1,573
)
Total accounts receivable, net
$
378,080

 
$
363,580

6 . Fair Value Measurements
In accordance with the FASB’s authoritative guidance on fair value measurements, the Company’s financial assets and liabilities are measured at fair value on a recurring basis. The Company’s financial instruments, including certain cash and cash equivalents, accounts receivable, accounts payable and other payables, are carried at cost, which approximates their respective fair market values due to their short-term maturities. The Company recognizes its non-financial assets and liabilities, such as asset retirement obligations (“ARO”) and proved oil and natural gas properties upon impairment, at fair value on a non-recurring basis.
As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.
The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows:
Level 1  — Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2  — Pricing inputs, other than unadjusted quoted prices in active markets included in Level 1, are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3  — Pricing inputs are generally less observable from objective sources, requiring internally developed valuation methodologies that result in management’s best estimate of fair value.

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Financial Assets and Liabilities
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth by level, within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis:
 
Fair value at June 30, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Money market funds
$
143

 
$
—

 
$
—

 
$
143

Commodity derivative instruments (see Note 7)
—

 
25

 
—

 
25

Total assets
$
143

 
$
25

 
$
—

 
$
168

Liabilities:
 
 
 
 
 
 
 
Commodity derivative instruments (see Note 7)
$
—

 
$
229,817

 
$
—

 
$
229,817

Total liabilities
$
—

 
$
229,817

 
$
—

 
$
229,817

 
Fair value at December 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Money market funds
$
142

 
$
—

 
$
—

 
$
142

Commodity derivative instruments (see Note 7)
—

 
353

 
—

 
353

Total assets
$
142

 
$
353

 
$
—

 
$
495

Liabilities:
 
 
 
 
 
 
 
Commodity derivative instruments (see Note 7)
$
—

 
$
135,567

 
$
—

 
$
135,567

Total liabilities
$
—

 
$
135,567

 
$
—

 
$
135,567

The Level 1 instruments presented in the tables above consist of money market funds included in cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017 . The Company’s money market funds represent cash equivalents backed by the assets of high-quality major banks and financial institutions. The Company identifies the money market funds as Level 1 instruments because the money market funds have daily liquidity, quoted prices for the underlying investments can be obtained, and there are active markets for the underlying investments.
The Level 2 instruments presented in the tables above consist of commodity derivative instruments, which include oil and natural gas swaps and collars. The fair values of the Company’s commodity derivative instruments are based upon a third-party preparer’s calculation using mark-to-market valuation reports provided by the Company’s counterparties for monthly settlement purposes to determine the valuation of its derivative instruments. The Company has the third-party preparer evaluate other readily available market prices for its derivative contracts, as there is an active market for these contracts. The third-party preparer performs its independent valuation using a moment matching method similar to Turnbull-Wakeman for Asian options. The significant inputs used are crude oil prices, volatility, skew, discount rate and the contract terms of the derivative instruments. The Company compares the third-party preparer’s valuation to counterparty valuation statements, investigating any significant differences, and analyzes monthly valuation changes in relation to movements in crude oil and natural gas forward price curves. The determination of the fair value for derivative instruments also incorporates a credit adjustment for non-performance risk, as required by GAAP. The Company calculates the credit adjustment for derivatives in a net asset position using current credit default swap values for each counterparty. The credit adjustment for derivatives in a net liability position is based on the Company’s market credit spread. Based on these calculations, the Company recorded an adjustment to reduce the fair value of its net derivative liability by $3.5 million at June 30, 2018 and by $2.8 million at December 31, 2017 .
There were no transfers between fair value levels during the six months ended June 30, 2018 and December 31, 2017 .

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7 . Derivative Instruments
The Company utilizes derivative financial instruments to manage risks related to changes in oil and natural gas prices. The Company’s crude oil contracts will settle monthly based on the average NYMEX West Texas Intermediate crude oil index price (“ NYMEX WTI ”) and the average Intercontinental Exchange, Inc. Brent crude oil index price (“ ICE Brent ”). The Company’s natural gas contracts will settle monthly based on the average NYMEX Henry Hub natural gas index price (“ NYMEX HH ”).
At June 30, 2018 , the Company utilized fixed price swaps, basis swaps and two-way and three-way costless collars to reduce the price volatility associated with certain of its of oil and natural gas sales. The Company’s fixed price swaps are comprised of a sold call and a purchased put established at the same price (both ceiling and floor), which the Company will receive for the volumes under contract. A basis swap transaction has an established fixed basis differential corresponding to two floating index prices. Depending on the difference of the two floating index prices in relation to the fixed basis differential, the Company either receives an amount from its counterparty, or pays an amount to its counterparty, equal to the difference multiplied by the hedged contract volume. A two-way collar is a combination of options: a sold call and a purchased put. The purchased put establishes a minimum price (floor) and the sold call establishes a maximum price (ceiling) the Company will receive for the volumes under contract. A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be the NYMEX index price plus the difference between the purchased put and the sold put strike price. The sold call establishes a maximum price (ceiling) the Company will receive for the volumes under contract.
All derivative instruments are recorded on the Company’s Condensed Consolidated Balance Sheets as either assets or liabilities measured at fair value (see Note  6  – Fair Value Measurements). The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in fair value are recognized in the other income (expense) section of the Company’s Condensed Consolidated Statements of Operations as a net gain or loss on derivative instruments. The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making a payment to or receiving a payment from the counterparty. These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled. Cash settlements are reflected as investing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

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At June 30, 2018 , the Company had the following outstanding commodity derivative instruments:
Commodity

Settlement
Period

Derivative
Instrument

Index
 
Volumes

Weighted Average Prices

Fair Value
Asset
(Liability)



 

Fixed Price Swaps
Basis Swaps
Sub-Floor
Floor
Ceiling

 
 
 
 
 

 
 





(In thousands)
Crude oil
 
2018
 
Fixed price swaps
 
NYMEX WTI
 
7,745,000

Bbl
 
$
53.02

 
 
 
 
 
$
(133,352
)
Crude oil
 
2018
 
Basis swaps
 
NYMEX WTI-ICE BRENT
 
153,000

Bbl
 
 
$
(10.50
)
 
 
 
 
471

Crude oil
 
2018
 
Two-way collar
 
NYMEX WTI
 
549,000

Bbl
 
 
 
 
$
48.67

$
53.07

 
(9,479
)
Crude oil
 
2019
 
Fixed price swaps
 
NYMEX WTI
 
5,613,000

Bbl
 
$
53.33

 
 
 
 
 
(69,121
)
Crude oil
 
2019
 
Basis swaps
 
NYMEX WTI-ICE BRENT
 
212,000

Bbl
 
 
$
(10.50
)
 
 
 
 
353

Crude oil
 
2019
 
Two-way collar
 
NYMEX WTI
 
761,000

Bbl
 
 
 
 
$
52.03

$
69.03

 
(2,500
)
Crude oil
 
2019
 
Three-way collar
 
NYMEX WTI
 
3,368,000

Bbl
 
 
 
$
40.54

$
51.03

$
68.68

 
(12,060
)
Crude oil
 
2020
 
Fixed price swaps
 
NYMEX WTI
 
403,000

Bbl
 
$
53.47

 
 
 
 
 
(3,557
)
Crude oil
 
2020
 
Two-way collar
 
NYMEX WTI
 
62,000

Bbl
 
 
 
 
$
52.50

$
71.25

 
(30
)
Crude oil
 
2020
 
Three-way collar
 
NYMEX WTI
 
279,000

Bbl
 
 
 
$
40.00

$
50.56

$
67.80

 
(876
)
Natural gas
 
2018
 
Fixed price swaps
 
NYMEX HH
 
6,440,000

MMbtu
 
$
3.02

 
 
 
 
 
403

Natural gas
 
2019
 
Fixed price swaps
 
NYMEX HH
 
1,353,000

MMbtu
 
$
2.96

 
 
 
 
 
(44
)






 
 




 




$
(229,792
)
In July 2018, the Company entered into new natural gas basis swap contracts with weighted average differential prices, which represent a reduction of $0.06  per MMbtu. These basis swaps are settled based on the differential between Northern Natural Gas Ventura natural gas index price and NYMEX HH . The basis swap contracts include total notional amounts of 1,220,000 MMbtu and 1,810,000 MMbtu, which settle in 2018 and 2019 , respectively. These derivative instruments do not qualify for and were not designated as hedging instruments for accounting purposes.
The following table summarizes the location and amounts of gains and losses from the Company’s commodity derivative instruments recorded in the Company’s Condensed Consolidated Statements of Operations for the periods presented:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Statements of Operations Location
 
2018
 
2017
 
2018
 
2017
 
 
(In thousands)
Net gain (loss) on derivative instruments
 
$
(120,285
)
 
$
50,532

 
$
(191,401
)
 
$
106,607

In accordance with the FASB’s authoritative guidance on disclosures about offsetting assets and liabilities, the Company is required to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting agreement. The Company’s derivative instruments are presented as assets and liabilities on a net basis by counterparty, as all counterparty contracts provide for net settlement. No margin or collateral balances are deposited with counterparties, and as such, gross amounts are offset to determine the net amounts presented in the Company’s Condensed Consolidated Balance Sheets.

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The following table summarizes the location and fair value of all outstanding commodity derivative instruments recorded in the Company’s Condensed Consolidated Balance Sheets:  
 
 
 
 
June 30, 2018
Commodity
 
Balance Sheet Location
 
Gross Recognized Asset/Liabilities
 
Gross Amount Offset
 
Net Recognized Fair Value Asset/Liabilities
 
 
 
 
(In thousands)
Derivatives assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — non-current assets
 
$
25

 
$
—

 
$
25

Total derivatives assets
 
$
25

 
$
—

 
$
25

Derivatives liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current liabilities
 
$
198,306

 
$
(3,496
)
 
$
194,810

Commodity contracts
 
Derivative instruments — non-current liabilities
 
40,661

 
(5,654
)
 
35,007

Total derivatives liabilities
 
$
238,967

 
$
(9,150
)
 
$
229,817

 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
Commodity
 
Balance Sheet Location
 
Gross Recognized Assets/Liabilities
 
Gross Amount Offset
 
Net Recognized Fair Value Assets/Liabilities
 
 
 
 
(In thousands)
Derivatives assets:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current assets
 
$
344

 
$
—

 
$
344

Commodity contracts
 
Derivative instruments — non-current assets
 
9

 
—

 
9

Total derivatives assets
 
$
353

 
$
—

 
$
353

Derivatives liabilities:
 
 
 
 
 
 
 
 
Commodity contracts
 
Derivative instruments — current liabilities
 
$
117,629

 
$
(1,913
)
 
$
115,716

Commodity contracts
 
Derivative instruments — non-current liabilities
 
20,035

 
(184
)
 
19,851

Total derivatives liabilities
 
$
137,664

 
$
(2,097
)
 
$
135,567

8 . Property, Plant and Equipment
The following table sets forth the Company’s property, plant and equipment:
 
June 30, 2018
 
December 31, 2017
 
(In thousands)
Proved oil and gas properties (1)
$
7,340,228

 
$
7,058,782

Less: Accumulated depreciation, depletion, amortization and impairment
(2,532,668
)
 
(2,395,153
)
Proved oil and gas properties, net
4,807,560

 
4,663,629

Unproved oil and gas properties
1,084,606

 
780,173

Other property and equipment
1,024,104

 
868,746

Less: Accumulated depreciation
(159,029
)
 
(139,062
)
Other property and equipment, net
865,075

 
729,684

Total property, plant and equipment, net
$
6,757,241

 
$
6,173,486

__________________
(1)
Included in the Company’s proved oil and gas properties are estimates of future asset retirement costs of $44.0 million and $39.9 million at June 30, 2018 and December 31, 2017 , respectively.

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9 . Acquisition
Permian Basin Acquisition . On February 14, 2018 , the Company acquired from Forge Energy, LLC (“ Forge Energy ”) approximately 22,000 net acres in the Delaware Basin (the “ Permian Basin Acquisition ”) for aggregate consideration consisting of approximately $549.8 million in cash and 46,000,000 shares of the Company’s common stock, subject to customary post-closing adjustments (collectively, the “Purchase Price”). In connection with the closing of the Permian Basin Acquisition , the Company and Forge Energy entered into a Registration Rights Agreement that granted the equity holders of Forge Energy certain customary registration rights for the stock portion of the Purchase Price. The Company funded the cash portion of the Purchase Price with borrowings under a senior secured revolving line of credit among OPNA, as Borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto (the “ Oasis Credit Facility ”), and proceeds from the Company’s December 2017 issuance of its common stock.
The Permian Basin Acquisition represents the Company’s initial entry into the Delaware Basin. The assets underlying the Permian Basin Acquisition are primarily located in the Bone Spring and Wolfcamp formations of the Delaware sub-basin, across Ward, Winkler, Loving and Reeves Counties, Texas.
The Permian Basin Acquisition qualified as a business combination. As such, the Company estimated the fair value of the assets acquired and liabilities assumed as of the February 14, 2018 acquisition date. The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements also utilize assumptions of market participants. The Company used a discounted cash flow model and made market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. These assumptions represent Level 3 inputs, as further discussed under Note 6 — Fair Value Measurements . The Company recorded the assets acquired and liabilities assumed in the Permian Basin Acquisition at their estimated fair value of $921.0 million , which the Company considers to be representative of the price paid by a typical market participant. This measurement resulted in no goodwill or bargain purchase being recognized. The Permian Basin Acquisition is considered a taxable transaction; therefore, no deferred tax amounts were recognized at the acquisition date as the tax basis of the assets acquired and liabilities assumed were also recorded at fair value.
The following table summarizes the consideration paid for the Company’s acquisition and the fair value of the assets acquired and liabilities assumed as of the acquisition date. The purchase price allocation is preliminary and subject to adjustment, as the final closing statement was finalized in July 2018, subsequent to the second quarter of 2018.
 
At February 14, 2018
 
(In thousands)
Consideration paid to Forge Energy:
 
Cash
$
549,770

Common stock: 46,000,000 shares issued
371,220

 
$
920,990

Recognized amounts of identifiable assets acquired and liabilities assumed:
 
Proved developed properties
$
110,735

Proved undeveloped properties
167,170

Unproved lease acquisition costs
644,040

Inventory
293

Intangible assets
1,000

Asset retirement obligations
(2,248
)
 
$
920,990

The results of operations for the Permian Basin Acquisition have been included in the Company’s condensed consolidated financial statements since the February 14, 2018 closing date, including $20.0 million and $31.6 million of total revenue and $6.8 million and $10.2 million of operating income for the three and six months ended June 30, 2018 , respectively.
The Company also recorded a $1.0 million finite-lived intangible asset on the Company’s Condensed Consolidated Balance Sheets for a non-compete agreement with a one -year life. Intangible assets are amortized on a straight-line basis over the useful life, and the Company includes the amortization in depreciation, depletion and amortization expenses on the Company’s Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2018 , amortization expense recognized for this non-compete agreement was approximately $0.3 million and $0.4 million , respectively.

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Summarized below are the consolidated results of operations for the three and six months ended June 30, 2018 , on an unaudited pro forma basis, as if the acquisition and related financing had occurred on January 1, 2017. The unaudited pro forma financial information was derived from the historical consolidated statements of operations of the Company and the statement of revenues and direct operating expenses for the Permian Basin Acquisition properties, which were derived from the historical accounting records of Forge Energy . The unaudited pro forma financial information does not purport to be indicative of results of operations that would have occurred had the acquisition and related financing occurred on the basis assumed above, nor is such information indicative of the Company’s expected future results of operations.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
 
(In thousands)
 
Unaudited
 
Unaudited
Revenues
$
501,337

 
$
262,991

 
$
928,082

 
$
553,073

Net income attributable to Oasis
(320,204
)
 
23,877

 
(315,073
)
 
51,785

 
 
 
 
 
 
 
 
Net income attributable to Oasis per share:
 
 
 
 
 
 
 
Basic
$
(1.02
)
 
$
0.09

 
$
(1.01
)
 
$
0.19

Diluted
(1.02
)
 
0.08

 
(1.00
)
 
0.18

10 . Divestitures and Assets Held for Sale
On June 25, 2018 , the Company announced the signing of two separate purchase and sale agreements to sell certain non-core assets in the Williston Basin for total cash proceeds of $282.5 million . The assets to be divested consisted of certain non-operated oil and gas properties in the Williston Basin (the “ Williston Non-Op Divestiture ”) and oil and gas properties primarily located in the Foreman Butte area of the Williston Basin (the “ Foreman Butte Divestiture ,” and, together with the Williston Non-Op Divestiture , the “ 2018 Divestitures ”).
Assets and liabilities held for sale represent the assets that are expected to be sold and the liabilities that are expected to be assumed by the purchaser, respectively. As of June 30, 2018 , the assets and liabilities expected to be sold in the 2018 Divestitures were classified as held for sale. The assets and liabilities held for sale are primarily in the Company’s exploration and production segment with certain assets and liabilities held for sale included in the Foreman Butte Divestiture in the Company’s midstream segment. The Company did not have any assets or liabilities classified as held for sale as of December 31, 2017 .
Williston Non-Op Divestiture . On July 10, 2018 , the Company completed the initial closing for the Williston Non-Op Divestiture . The transaction had an effective date of March 1, 2018 , and the final closing statement will be completed in the fourth quarter of 2018. Upon the initial closing, the Company recognized a $33.2 million net gain on sale of properties, which is subject to customary closing adjustments, subsequent to the quarter ended June 30, 2018 .
The following table presents balance sheet data related to the assets and liabilities held for sale related to the Williston Non-Op Divestiture as of June 30, 2018 :
 
June 30, 2018
 
(in thousands)
Assets:
 
 Accounts receivable, net
$
273

 Oil and gas properties (successful efforts method)
179,921

 Less: accumulated depreciation, depletion, amortization and impairment
(61,652
)
Total assets held for sale, net
$
118,542

Liabilities:
 
 Asset retirement obligations
1,605

Total liabilities held for sale
$
1,605

Foreman Butte Divestiture . In July 2018, the Company completed the initial closing for the Foreman Butte Divestiture . The transaction had an effective date of March 1, 2018 , and the final closing statement will be completed in the first quarter of 2019.

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During the second quarter of 2018, the Company recorded an impairment loss of  $383.4 million , which was included in impairment on the Company’s Condensed Consolidated Statements of Operations, to adjust the carrying value of these assets to their estimated fair value, determined based on the expected sales price as negotiated with the purchaser, less costs to sell. There were no similar impairment charges related to these assets recorded during the three and six months ended June 30, 2017 .
The following table presents balance sheet data related to the assets and liabilities held for sale related to the Foreman Butte Divestiture , including the write down for impairment loss, as of June 30, 2018 :
 
June 30, 2018
 
(in thousands)
Assets:
 
Accounts receivable, net
$
601

Inventory
866

Oil and gas properties (successful efforts method)
336,604

Other property and equipment
11,865

Less: accumulated depreciation, depletion, amortization and impairment
(218,360
)
Total assets held for sale, net
$
131,576

Liabilities:
 
Asset retirement obligations
2,576

Total liabilities held for sale
$
2,576

Subsequent event . On July 2018 , the Company signed a purchase and sale agreement to sell certain additional non-strategic operated assets in the Williston Basin for cash proceeds of $55.0 million . Upon signing the purchase and sale agreement, the Company recorded the related assets and liabilities as held for sale, which had a net book value of $33.9 million and $0.4 million , respectively. The transaction had an effective date of March 1, 2018 , and the final closing statement will be completed in the first quarter of 2019. As of June 30, 2018 , there was no impact to the Company’s condensed consolidated financial statements for this subsequent event.
11 . Long-Term Debt
The Company’s long-term debt consists of the following:
 
June 30, 2018
 
December 31, 2017
 
(In thousands)
Oasis Credit Facility
$
651,000

 
$
70,000

OMP Credit Facility
165,000

 
78,000

Senior unsecured notes
 
 
 
7.25% senior unsecured notes due February 1, 2019
—

 
54,275

6.50% senior unsecured notes due November 1, 2021
71,835

 
395,501

6.875% senior unsecured notes due March 15, 2022
901,480

 
937,080

6.875% senior unsecured notes due January 15, 2023
366,094

 
366,094

6.25% senior unsecured notes due May 1, 2026
400,000

 
—

2.625% senior unsecured convertible notes due September 15, 2023
300,000

 
300,000

Total principal of senior unsecured notes
2,039,409

 
2,052,950

Less: unamortized deferred financing costs on senior unsecured notes
(22,889
)
 
(22,956
)
Less: unamortized debt discount on senior unsecured convertible notes
(75,039
)
 
(80,388
)
Total long-term debt
$
2,757,481

 
$
2,097,606

The carrying amount of the Company’s long-term debt reported in the Condensed Consolidated Balance Sheet at June 30, 2018 was $2,757.5 million , which included $2,039.4 million of senior unsecured notes, reductions for the unamortized debt discount related to the equity component of the senior unsecured convertible notes and the unamortized deferred financing costs on the senior unsecured notes of $75.0 million and $22.9 million , respectively, $651.0 million of borrowings under the Oasis Credit Facility and $165.0 million of borrowings under a  $200.0 million  senior secured revolving credit facility among OMP , as parent, OMP Operating LLC, a subsidiary of OMP , as borrower, Wells Fargo Bank, N.A., as administrative agent and the

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lenders party thereto (the “ OMP Credit Facility ,” and, together with the Oasis Credit Facility , the “ Revolving Credit Facilities ”). The Revolving Credit Facilities are recorded at values that approximate fair value since their variable interest rates are tied to current market rates. The fair value of the Company’s senior unsecured notes, which are publicly traded and therefore categorized as Level 1 liabilities, was $2,156.0 million at June 30, 2018 .
Senior secured revolving line of credit. The Company has the Oasis Credit Facility with an overall senior secured line of credit of $2,500.0 million as of June 30, 2018 , which has a maturity date of April 13, 2020. The Oasis Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations on April 1 and October 1 of each year. On February 26, 2018 , the Company entered into an amendment to the Oasis Credit Facility , resulting in the aggregate elected commitment being increased from $1,150.0 million  to $1,350.0 million and two new lenders being added to the bank group. On April 19, 2018 , the lenders under the Oasis Credit Facility completed their regular semi-annual redetermination of the borrowing base scheduled for April 1, 2018 , resulting in the Company entering into the Twelfth Amendment to the Second Amended and Restated Credit Agreement to the Oasis Credit Facility , which (i) reaffirmed the borrowing base and the aggregate elected commitment at $1,600.0 million and $1,350.0 million , respectively, (ii) removed the legacy anti-cash hoarding provisions, (iii) reduced the coverage threshold with respect to mortgaged properties and (iv) amended the asset sale covenant to give the Company additional flexibility to trade oil and gas properties. In addition, in connection with such amendment, OP Permian became a guarantor under the Oasis Credit Facility . The next redetermination of the Oasis Credit Facility ’s borrowing base is scheduled for October 1, 2018 .
At June 30, 2018 , the Company had $651.0 million of London Interbank Offered Rate (“LIBOR”) loans at a weighted average interest rate of 3.8% and $14.0 million of outstanding letters of credit issued under the Oasis Credit Facility , resulting in an unused borrowing base committed capacity of $685.0 million . On a quarterly basis, the Company also pays a commitment fee that can range from 0.375% to 0.500% on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter. The Company was in compliance with the financial covenants of the Oasis Credit Facility as of June 30, 2018 .
OMP Operating LLC revolving line of credit. Through its ownership of OMP , the Company has the OMP Credit Facility with a revolving line of credit of $200.0 million , which has a maturity date of September 25, 2022. The OMP Credit Facility is available to fund working capital and to finance acquisitions and other capital expenditures of OMP. The OMP Credit Facility includes a letter of credit sublimit of $10.0 million  and a swingline loans sublimit of $10.0 million . The borrowing capacity on the OMP Credit Facility may be increased up to $400.0 million , subject to certain conditions.
Borrowings under the  OMP Credit Facility  bear interest at a rate per annum equal to the applicable margin (as described below) plus (i) with respect to Eurodollar Loans, the Adjusted LIBO Rate (as defined in the OMP Credit Agreement) or (ii) with respect to ABR Loans, the greatest of (A) the Prime Rate in effect on such day, (B) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% or (C) the Adjusted LIBO Rate for a one-month interest period on such day plus 1.00% (each as defined in the OMP Credit Agreement). The applicable margin for borrowings under the OMP Credit Facility  varies from (a) in the case of Eurodollar Loans,  1.75% to 2.75% , and (b) in the case of ABR Loans or swingline loans,  0.75% to 1.75% . The unused portion of the  OMP Credit Facility  is subject to a commitment fee ranging from  0.375%  to  0.500% .
The  OMP Credit Facility  includes certain financial covenants as of the end of each fiscal quarter, including a (1) consolidated leverage ratio, (2) consolidated secured leverage ratio and (3) consolidated interest coverage ratio (each covenant as described in the OMP Credit Facility ). OMP Operating LLC was in compliance with the financial covenants of the OMP Credit Facility as of June 30, 2018 . All obligations of OMP Operating LLC, as the borrower under the  OMP Credit Facility , are unconditionally guaranteed on a joint and several basis by OMP, OMP Operating LLC and Bighorn DevCo LLC.
At  June 30, 2018 , the Company had $165.0 million of borrowings outstanding under the  OMP Credit Facility . As of June 30, 2018 , the weighted average interest rate on borrowings under the OMP Credit Facility was 3.8% .
Senior unsecured notes. On May 14, 2018 , the Company completed its offering of $400.0 million in aggregate principal amount of its 6.25% senior unsecured notes due 2026 (the “2026 Notes”). The Company used the net proceeds of $394.4 million from the 2026 Notes to fund the repurchase of certain outstanding senior notes (the “ Tender Offers ”), as described below. At June 30, 2018 , the Company had $1,739.4 million principal amount of senior unsecured notes outstanding with maturities ranging from November 2021 to May 2026 and coupons ranging from 6.25% to 6.875% (the “Senior Notes”). Prior to certain dates, the Company has the option to redeem some or all of the Senior Notes for cash at certain redemption prices equal to a certain percentage of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date.
On May 25, 2018 , the Company completed the Tender Offers and, as a result of the Tender Offers , the Company repurchased an aggregate principal amount of  $390.6 million  of its outstanding Senior Notes, consisting of $31.3 million  principal amount of its  7.25% senior unsecured notes due 2019 (the “2019 Notes”), $323.7 million principal amount of its 6.50%  senior unsecured notes due 2021 and  $35.6 million  principal amount of its  6.875%  senior unsecured notes due 2022 , for an aggregate cost of  $402.0 million , including accrued interest and fees.

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On May 29, 2018 , the Company paid $23.0 million to redeem all of the remaining outstanding 2019 Notes, which payment consisted of the  100%  redemption price plus all accrued and unpaid interest on the 2019 Notes. The Company financed the redemption with borrowings under the Oasis Credit Facility . As a result of the  Tender Offers and the redemption, the Company recognized a pre-tax loss of $13.7 million , which was net of unamortized deferred financing costs write-offs of  $4.0 million , and is reflected in loss on extinguishment of debt in the Company’s Condensed Consolidated Statements of Operations for the  three and six months ended June 30, 2018 . As of June 30, 2018 , no 2019 Notes remained outstanding.
Senior unsecured convertible notes. At June 30, 2018 , the Company had $300.0 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). The Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. Prior to March 15, 2023, the Senior Convertible Notes will be convertible only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Senior Convertible Notes for each trading day of the Measurement Period is less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events, including certain distributions or a fundamental change. On or after March 15, 2023, the Senior Convertible Notes will be convertible at any time until the second scheduled trading day immediately preceding their September 15, 2023 maturity date. The Senior Convertible Notes will be convertible at an initial conversion rate of 76.3650 shares of the Company’s common stock per $1,000 principal amount of the Senior Convertible Notes, which is equivalent to an initial conversion price of approximately $13.10 . The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Senior Convertible Notes in connection with such corporate event or redemption in certain circumstances. As of June 30, 2018 , none of the contingent conditions allowing holders of the Senior Convertible Notes to convert these notes had been met.
Upon issuance, the Company separately accounted for the liability and equity components of the Senior Convertible Notes in accordance with Accounting Standards Codification 470-20. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the Senior Convertible Notes and the estimated fair value of the liability component was recorded as a debt discount and will be amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 8.97% per annum. The fair value of the Senior Convertible Notes as of the issuance date was estimated at $206.8 million , resulting in a debt discount at inception of $93.2 million . The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the Senior Convertible Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital and will not be remeasured as long as it continues to meet the conditions for equity classification. 
Interest on the Senior Notes and the Senior Convertible Notes (collectively, the “Notes”) is payable semi-annually in arrears. The Notes are guaranteed on a senior unsecured basis by the Company, along with its material subsidiaries (the “Guarantors”), which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors, subject to certain customary release provisions. The indentures governing the Notes contain customary events of default as well as covenants that place restrictions on the Company and certain of its subsidiaries.

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12 . Asset Retirement Obligations
The following table reflects the changes in the Company’s ARO during the six months ended June 30, 2018 :
 
(In thousands)
Balance at December 31, 2017
$
48,799

Liabilities incurred during period
4,008

Liabilities settled during period
(1
)
Accretion expense during period (1)
1,314

Revisions to estimates
84

Liabilities held for sale (2)
(4,167
)
Balance at June 30, 2018
$
50,037

___________________
(1)
Included in depreciation, depletion and amortization on the Company’s Condensed Consolidated Statements of Operations.
(2)
Represents ARO related to the properties held for sale as of June 30, 2018 (see N ote 10 - Divestitures and Assets Held for Sale ).
At June 30, 2018 , the current portion of the total ARO balance was approximately $0.3 million and was included in accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.
13 . Income Taxes
The Company’s effective tax rate for the three and six months ended June 30, 2018 was 24.2% and 24.3% , respectively, as compared to an effective tax rate of 12.4% and 31.3% for the three and six months ended June 30, 2017 , respectively. The effective tax rate for the three and six months ended June 30, 2018 was higher than the statutory federal rate of 21% primarily due to state income taxes.
The effective tax rate for the three and six months ended June 30, 2017 was lower than the statutory federal rate of 35% primarily due to the impact of non-deductible executive compensation on forecasted annual pre-tax loss and equity-based compensation windfalls, partially offset by state income taxes.
Valuation allowance. The Company had valuation allowances of  $3.3 million  and  $1.2 million  as of  June 30, 2018 and December 31, 2017 , respectively, because the Company has concluded it is more likely than not that it will be unable to utilize certain state net operating loss carryforwards and charitable contribution carryforwards. As of each reporting date, the Company’s management considers new evidence, both positive and negative, which could impact management’s view with regard to future realization of deferred tax assets. During the six months ended June 30, 2018 , the valuation allowance was increased by  $2.1 million , primarily against the Company’s Montana net operating loss carryforwards, as a result of the Permian Basin Acquisition and the corresponding shift of projected future taxable income into other states. During the three months ended June 30, 2018, there was no material change to the valuation allowance.
Tax Cuts and Jobs Act. On December 22, 2017, the U.S. government enacted the Tax Act, which made broad and complex changes to the U.S. tax code. Due to the complexities involved in the accounting for the enactment of the new law, the SEC issued SAB 118, which provides guidance on the accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date to complete the accounting under ASC 740, "Income Taxes." In accordance with SAB 118, the Company was able to make reasonable estimates on certain effects of the Tax Act in the financial statements as of December 31, 2017. There have been no material changes to the provisional estimate as disclosed in the Company’s 2017 Form 10-K. The Company will continue to analyze the impact of the new law and additional impacts will be recorded as they are identified during the measurement period provided for in SAB 118.

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14 . Equity-Based Compensation
Restricted stock awa rds. The Company has granted restricted stock awards to employees and directors under its Amended and Restated 2010 Long Term Incentive Plan, the majority of which vest over a three -year period. The fair value of restricted stock awards is based on the closing sales price of the Company’s common stock on the date of grant. Compensation expense is recognized ratably over the requisite service period.
During the six months ended June 30, 2018 , employees and non-employee directors of the Company were granted restricted stock awards equal to 2,921,430 shares of common stock with a $9.61 weighted average grant date per share value. Equity-based compensation expense recorded for restricted stock awards for the three and six months ended June 30, 2018 was $4.9 million and $9.6 million , respectively, and $4.9 million and $10.3 million for the three and six months ended June 30, 2017 , respectively. Equity-based compensation expense is included in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations.
Performance share units. The Company has granted performance share units (“PSUs”) to officers of the Company under its Amended and Restated 2010 Long Term Incentive Plan. The PSUs are awards of restricted stock units, and each PSU that is earned represents the right to receive one share of the Company’s common stock.
The Company accounts for PSUs as equity awards pursuant to the FASB’s authoritative guidance for share-based payments. The number of PSUs to be earned is subject to a market condition, which is based on a comparison of the total shareholder return (“TSR”) achieved with respect to shares of the Company’s common stock against the TSR achieved by a defined peer group at the end of the performance periods. Depending on the Company’s TSR performance relative to the defined peer group, award recipients will earn between 0% and 200% of the initial PSUs granted. All compensation expense related to the PSUs will be recognized if the requisite performance period is fulfilled, even if the market condition is not achieved.
The aggregate grant date fair value of the market-based awards was determined using a Monte Carlo simulation model. The Monte Carlo simulation model uses assumptions regarding random projections and must be repeated numerous times to achieve a probabilistic assessment. The key valuation assumptions for the Monte Carlo model are the forecast period, initial value, stock price on the date of grant, risk-free interest rate, volatility and correlation coefficients. The risk-free interest rates are the U.S. Treasury bond rates on the date of grant that correspond to each performance period. The initial value is the average of the volume weighted average prices for the 30 trading days prior to the start of the performance cycle for the Company and each of its peers. Volatility was calculated from the daily historical returns of stock prices over a historical period for the Company and each of its peers. The correlation coefficients are measures of the strength of the linear relationship between and amongst the Company and its peers estimated based on historical stock price data.
The following assumptions were used for the Monte Carlo model to determine the grant date fair value and associated equity-based compensation expense of the PSUs granted during the six months ended June 30, 2018 :
Risk-free interest rate
2.08% - 2.31%

Oasis volatility
72.88
%
Oasis initial value
$8.82
Oasis stock price on date of grant
$9.27
During the six months ended June 30, 2018 , officers of the Company were granted 854,400 PSUs with a $12.71 weighted average grant date per unit value. Equity-based compensation expense recorded for PSUs for the three and six months ended June 30, 2018 was $2.3 million and $4.2 million , respectively, and $2.2 million and $3.5 million for the three and six months ended June 30, 2017 , respectively. Equity-based compensation e xpense is included in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations.
OMP phantom unit awards . In September 2017, OMP GP adopted the Oasis Midstream Partners LP 2017 Long Term Incentive Plan (“ OMP LTIP ”). The OMP LTIP provides for the grant, from time to time at the discretion of the board of directors of OMP GP , of options, unit appreciation rights, restricted units, phantom units, unit awards, substitute awards, other unit-based awards or cash awards and includes any tandem distribution equivalent rights with respect to certain awards. Each award of phantom unit vests in equal amounts each year over a three -year period, and compensation expense will be recognized over the requisite service period.
The Phantom Units are accounted for as liability-classified awards since the awards will settle in cash, and equity-based compensation cost is accounted for under the fair value method in accordance with GAAP. Under the fair value method for liability-classified awards, compensation cost is remeasured each reporting period at fair value based upon the closing price of a publicly traded common unit. The Company will reimburse OMP for the cash settlement amount of these awards, which is included in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations. Equity-based compensation expense relating to the OMP phantom unit awards for the three and six months ended June 30, 2018 was $0.1 million and $0.2 million , respectively. The Company did not record any equity-based compensation related to the OMP

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phantom unit awards for the three and six months ended June 30, 2017 because the awards were granted in the fourth quarter of 2017.
OMP restricted unit a wards. During the six months ended June 30, 2018 , certain directors of OMP were granted 12,200 restricted unit awards which vest over a one -year period with a weighted average grant date fair value of $16.50 per common unit. These awards are accounted for as equity-classified awards since the awards will settle in common units upon vesting. Equity-based compensation cost is accounted for under the fair value method in accordance with GAAP. Under the fair value method for equity-classified awards, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the vesting period. Compensation cost associated with these awards was approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2018 , respectively, and is included in general and administrative expenses on the Company’s Condensed Consolidated Statements of Operations.
15 . Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing the earnings (loss) attributable to Oasis common stockholders by the weighted average number of shares outstanding for the periods presented. The calculation of diluted earnings (loss) per share includes the potential dilutive impact of unvested restricted stock awards and contingently issuable shares related to PSUs and senior convertible notes during the periods presented, unless their effect is anti-dilutive. There are no adjustments made to the income (loss) attributable to Oasis available to common stockholders in the calculation of diluted earnings (loss) per share.
The following is a calculation of the basic and diluted weighted average shares outstanding for the three and six months ended June 30, 2018 and 2017 :  
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Basic weighted average common shares outstanding
313,072

 
233,283

 
301,652

 
233,176

Dilutive effect of restricted stock awards and PSUs (1)
—

 
1,634

 
—

 
3,105

Diluted weighted average common shares outstanding
313,072

 
234,917

 
301,652

 
236,281

__________________ 
(1)
No unvested stock awards were included in computing earnings (loss) per share for the three and six months ended June 30, 2018 because the effect was anti-dilutive.
For the  three and six months ended June 30, 2018 , the Company incurred a net loss, and therefore the diluted loss per share calculation for those periods excludes the anti-dilutive effect of unvested stock awards. In addition, the Company excluded these unvested stock awards from the diluted earnings (loss) per share calculation for the  three and six months ended June 30, 2017 because the effects were anti-dilutive based on the treasury stock method. The following is a calculation of weighted average common shares excluded from diluted earnings (loss) per share due to the anti-dilutive effect:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Restricted stock awards and PSUs
7,515

 
4,369

 
7,440

 
2,957

The Company issued its Senior Convertible Notes in September 2016 (see Note 11 – Long-Term Debt). The Company has the option to settle conversions of its Senior Convertible Notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the notes (conversion spread) is considered in the diluted earnings per share computation under the treasury stock method. As of June 30, 2018 , the conversion value did not exceed the principal amount of the notes, and accordingly, there was no impact to diluted earnings per share for the three and six months ended June 30, 2018 .
16 . Business Segment Information
The Company’s exploration and production segment is engaged in the acquisition and development of oil and natural gas properties. Revenues for the exploration and production segment are derived from the sale of oil and natural gas production. The Company’s midstream services business segment ( OMS ) performs produced and flowback water gathering and disposal services, fresh water services, natural gas gathering and processing and crude oil gathering and transportation and other midstream services for the Company’s oil and natural gas wells operated by OPNA and other third-party operators. Revenues for the midstream segment are primarily derived from produced and flowback water pipeline transport, produced and flowback water disposal, fresh water sales, natural gas gathering and processing and crude oil gathering, blending, stabilization and transportation. The Company’s well services business segment (OWS) performs completion services for the Company’s oil and natural gas wells operated by OPNA. Revenues for the well services segment are derived from providing well services, product sales and equipment rentals. The revenues and expenses related to work performed by OMS and OWS for OPNA’s working interests are eliminated in consolidation, and only the revenues and expenses related to non-affiliated working interest owners are included in the Company’s Condensed Consolidated Statements of Operations. These segments represent the Company’s three operating units, each offering different products and services. The Company’s corporate activities have been allocated to the supported business segments accordingly.

23
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Management evaluates the performance of the Company’s business segments based on operating income, which is defined as segment operating revenues less operating expenses, including depreciation, depletion and amortization (“DD&A”). The following table summarizes financial information for the Company’s three business segments for the periods presented:
 
Exploration and
Production
 
Midstream Services
 
Well Services
 
Eliminations
 
Consolidated
 
(In thousands)
Three months ended June 30, 2018:
 
Revenues from non-affiliates
$
450,124

 
$
32,717

 
$
18,496

 
$
—

 
$
501,337

Inter-segment revenues
—

 
39,710

 
41,418

 
(81,128
)
 
—

Total revenues
450,124

 
72,427

 
59,914

 
(81,128
)
 
501,337

Operating income (loss)
(280,090
)
 
37,894

 
8,028

 
(8,506
)
 
(242,674
)
Other income (expense)
(174,572
)
 
(79
)
 
23

 
—

 
(174,628
)
Income (loss) before income taxes including non-controlling interests
$
(454,662
)
 
$
37,815

 
$
8,051

 
$
(8,506
)
 
$
(417,302
)
 
 
Three months ended June 30, 2017:
 
Revenues from non-affiliates
$
226,724

 
$
15,566

 
$
11,801

 
$
—

 
$
254,091

Inter-segment revenues
—

 
24,746

 
21,650

 
(46,396
)
 
—

Total revenues
226,724

 
40,312

 
33,451

 
(46,396
)
 
254,091

Operating income (loss)
(17,425
)
 
23,103

 
1,950

 
(2,249
)
 
5,379

Other income
13,525

 
3

 
—

 
—

 
13,528

Income (loss) before income taxes
$
(3,900
)
 
$
23,106

 
$
1,950

 
$
(2,249
)
 
$
18,907

 
 
Six months ended June 30, 2018:
 
Revenues from non-affiliates
$
831,832

 
$
60,639

 
$
30,082

 
$
—

 
$
922,553

Inter-segment revenues
—

 
76,350

 
74,721

 
(151,071
)
 
—

Total revenues
831,832

 
136,989

 
104,803

 
(151,071
)
 
922,553

Operating income (loss)
(200,130
)
 
70,132

 
16,178

 
(15,869
)
 
(129,689
)
Other expense
(282,717
)
 
(336
)
 
(20
)
 
—

 
(283,073
)
Income (loss) before income taxes including non-controlling interests
$
(482,847
)
 
$
69,796

 
$
16,158

 
$
(15,869
)
 
$
(412,762
)
 
 
Six months ended June 30, 2017:
 
Revenues from non-affiliates
$
491,607

 
$
30,172

 
$
17,428

 
$
—

 
$
539,207

Inter-segment revenues
—

 
47,781

 
37,003

 
(84,784
)
 
—

Total revenues
491,607

 
77,953

 
54,431

 
(84,784
)
 
539,207

Operating income (loss)
(16,456
)
 
43,865

 
(1,641
)
 
(297
)
 
25,471

Other income
33,292

 
2

 
4

 
—

 
33,298

Income (loss) before income taxes
$
16,836

 
$
43,867

 
$
(1,637
)
 
$
(297
)
 
$
58,769

 
 
At June 30, 2018:
 
Property, plant and equipment, net
$
6,129,083

 
$
786,246

 
$
44,319

 
$
(202,407
)
 
$
6,757,241

Total assets (1)
6,767,902

 
816,422

 
48,419

 
(167,408
)
 
7,465,335

At December 31, 2017:
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$
5,663,323

 
$
649,923

 
$
46,779

 
$
(186,539
)
 
$
6,173,486

Total assets (1)
6,050,255

 
663,614

 
52,800

 
(151,539
)
 
6,615,130

___________________
(1)
Intercompany receivables (payables) for all segments were reclassified to capital contributions from (distributions to) parent and not included in total assets.

24
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17 . Commitments and Contingencies
Included below is a discussion of the Company’s various future commitments as of  June 30, 2018 . The commitments under these arrangements are not recorded in the accompanying Condensed Consolidated Balance Sheets. The amounts disclosed represent undiscounted cash flows on a gross basis, and no inflation elements have been applied.
Volume commitment agreements. As of June 30, 2018 , the Company had certain agreements with an aggregate requirement to deliver or transport a minimum quantity of approximately 55.0 MMBbl of crude oil, 20.3 MMBbl of natural gas liquids, 213.2 Bcf of natural gas, 14.8 MMBbl of freshwater and 4.4 MMBbl of produced water, prior to any applicable volume credits, within specified timeframes, all of which are ten years or less. The estimable future commitments under these agreements were approximately $526.6 million as of June 30, 2018 . The future commitments under certain agreements cannot be estimated as they are based on fixed differentials relative to NYMEX WTI under the agreements as compared to the differential relative to NYMEX WTI for the Williston Basin for the production month.
Litigation. The Company is party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. When the Company determines that a loss is probable of occurring and is reasonably estimable, the Company accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Company discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.
Mirada litigation. On March 23, 2017, Mirada Energy, LLC, Mirada Wild Basin Holding Company, LLC and Mirada Energy Fund I, LLC (collectively, “Mirada”) filed a lawsuit against Oasis, OPNA and Oasis Midstream Services LLC, seeking monetary damages in excess of $100 million , declaratory relief, attorneys’ fees and costs (Mirada Energy, LLC, et al. v. Oasis Petroleum North America LLC, et al.; in the 334th Judicial District Court of Harris County, Texas; Case Number 2017-19911). Mirada asserts that it is a working interest owner in certain acreage owned and operated by the Company in Wild Basin. Specifically, Mirada asserts that the Company has breached certain agreements by: (1) failing to allow Mirada to participate in the Company’s midstream operations in Wild Basin; (2) refusing to provide Mirada with information that Mirada contends is required under certain agreements and failing to provide information in a timely fashion; (3) failing to consult with Mirada and failing to obtain Mirada’s consent prior to drilling more than one well at a time in Wild Basin; and (4) by overstating the estimated costs of proposed well operations in Wild Basin. Mirada seeks a declaratory judgment that the Company be removed as operator in Wild Basin at Mirada’s election and that Mirada be allowed to elect a new operator; certain agreements apply to the Company and Mirada and Wild Basin with respect to this dispute; the Company be required to provide all information within its possession regarding proposed or ongoing operations in Wild Basin; and the Company not be permitted to drill, or propose to drill, more than one well at a time in Wild Basin without obtaining Mirada’s consent. Mirada also seeks a declaratory judgment with respect to the Company’s current midstream operations in Wild Basin. Specifically, Mirada seeks a declaratory judgment that Mirada has a right to participate in the Company’s Wild Basin midstream operations, consisting of produced water disposal, crude oil gathering and gas gathering and processing; that, upon Mirada’s election to participate, Mirada is obligated to pay its proportionate costs of the Company’s midstream operations in Wild Basin; and that Mirada would then be entitled to receive a share of revenues from the midstream operations and would not be charged any amount for its use of these facilities for production from the “Contract Area.”
On June 30, 2017, Mirada amended its original petition to add a claim that the Company has breached certain agreements by charging Mirada for midstream services provided by its affiliates and to seek a declaratory judgment that Mirada is entitled to be paid its share of total proceeds from the sale of hydrocarbons received by OPNA or any affiliate of OPNA without deductions for midstream services provided by OPNA or its affiliates.
On February 2, 2018 and February 16, 2018, Mirada filed a second and third amended petition, respectively. In these filings, Mirada alleges new legal theories for being entitled to enforce the underlying contracts and added Bighorn DevCo LLC, Bobcat DevCo LLC and Beartooth DevCo LLC as defendants, asserting that these entities were created in bad faith in an effort to avoid contractual obligations owed to Mirada.
The Company believes that Mirada’s claims are without merit, that the Company has complied with its obligations under the applicable agreements and that some of Mirada’s claims are grounded in agreements that do not apply to the Company. The Company filed an answer denying all of Mirada’s claims and intends and continues to vigorously defend against Mirada’s claims. Discovery is ongoing, and each of the parties has made a number of procedural filings and motions, and additional filings and motions can be expected over the course of the claim. Trial is currently scheduled for May 2019. However, the Company cannot predict or guarantee the ultimate outcome or resolution of such matter. If such matter were to be determined adversely to the Compa ny’s interests, or if the Company were forced to settle such matter for a significant amount, such resolution or settlement could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Such an adverse determination could materially impact the Company’s ability to operate its properties in Wild Basin or develop its identified drilling locations in Wild Basin on its current development schedule. A determination that Mirada has a right to participate in t he Company’s midstream operations could materially reduce the interests of the Company in their current assets and future midstream opportunities and related revenues in Wild Basin. In addition, the

25
Table of Contents


Company has agreed to indemnify OMP for any losses resulting from this litigation under the omnibus agreement it entered into with OMP at the time of OMP’s initial public offering.
18 . Condensed Consolidating Financial Information
The Notes (see Note 11 – Long-Term Debt ) are guaranteed on a senior unsecured basis by the Guarantors, which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors. Certain of the Company’s operating units, including OMP, which is accounted for on a consolidated basis, do not guarantee the Notes (“Non-Guarantor Subsidiaries”).
The following financial information reflects consolidating financial information of the parent company, Oasis Petroleum Inc. (“Issuer”), its Guarantors on a combined basis and the Non-Guarantor Subsidiaries on a combined basis, prepared on the equity basis of accounting. The information is presented in accordance with the requirements of Rule 3-10 under the SEC’s Regulation S-X. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantors operated as independent entities. The Company has not presented separate financial and narrative information for each of the Guarantors because it believes such financial and narrative information would not provide any additional information that would be material in evaluating the sufficiency of the Guarantors.

26
Table of Contents


Condensed Consolidating Balance Sheet
 
June 30, 2018
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Combined Non-guarantor Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands, except share data)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
175

 
$
14,148

 
$
2,749

 
$
—

 
$
17,072

Accounts receivable, net
—

 
375,323

 
2,757

 
—

 
378,080

Accounts receivable - affiliates
328,675

 
50,210

 
54,533

 
(433,418
)
 
—

Inventory
—

 
23,130

 
92

 
—

 
23,222

Prepaid expenses
209

 
5,307

 
358

 
—

 
5,874

Intangible assets, net
—

 
625

 
—

 
—

 
625

Other current assets
—

 
82

 
—

 
—

 
82

Total current assets
329,059

 
468,825

 
60,489

 
(433,418
)
 
424,955

Property, plant and equipment
 
 
 
 
 
 
 
 
 
Oil and gas properties (successful efforts method)
—

 
8,431,500

 
—

 
(6,666
)
 
8,424,834

Other property and equipment
—

 
210,233

 
813,881

 
(10
)
 
1,024,104

Less: accumulated depreciation, depletion, amortization and impairment
—

 
(2,644,313
)
 
(47,384
)
 
—

 
(2,691,697
)
Total property, plant and equipment, net
—

 
5,997,420

 
766,497

 
(6,676
)
 
6,757,241

Assets held for sale, net
—

 
250,118

 
—

 
—

 
250,118

Investments in and advances to subsidiaries
4,925,931

 
453,075

 
—

 
(5,379,006
)
 
—

Derivative instruments
—

 
25

 
—

 
—

 
25

Deferred income taxes
203,764

 
—

 
—

 
(203,764
)
 
—

Long-term inventory
—

 
12,505

 
—

 
—

 
12,505

Other assets
—

 
18,710

 
1,781

 
—

 
20,491

Total assets
$
5,458,754

 
$
7,200,678

 
$
828,767

 
$
(6,022,864
)
 
$
7,465,335

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
26,861

 
$
3,127

 
$
—

 
$
29,988

Accounts payable - affiliates
40,469

 
383,208

 
9,741

 
(433,418
)
 
—

Revenues and production taxes payable
—

 
245,924

 
291

 
—

 
246,215

Accrued liabilities
68

 
262,553

 
57,887

 
—

 
320,508

Accrued interest payable
36,192

 
674

 
105

 
—

 
36,971

Derivative instruments
—

 
194,810

 
—

 
—

 
194,810

Advances from joint interest partners
—

 
3,983

 
—

 
—

 
3,983

Other current liabilities
—

 
40

 
—

 
—

 
40

Total current liabilities
76,729

 
1,118,053

 
71,151

 
(433,418
)
 
832,515

Long-term debt
1,941,481

 
651,000

 
165,000

 
—

 
2,757,481

Deferred income taxes
—

 
409,392

 
—

 
(203,764
)
 
205,628

Asset retirement obligations
—

 
48,310

 
1,433

 
—

 
49,743

Liabilities held for sale
—

 
4,181

 
—

 
—

 
4,181

Derivative instruments
—

 
35,007

 
—

 
—

 
35,007

Other liabilities
—

 
6,529

 
—

 
—

 
6,529

Total liabilities
2,018,210

 
2,272,472

 
237,584

 
(637,182
)
 
3,891,084

Stockholders’ equity
 
 
 
 
 
 
 
 
 
Capital contributions from affiliates
—

 
3,642,698

 
213,179

 
(3,855,877
)
 
—

Common stock, $0.01 par value: 450,000,000 shares authorized; 320,010,534 shares issued and 317,985,056 shares outstanding
3,154

 
—

 
—

 
—

 
3,154

Treasury stock, at cost: 2,025,478 shares
(28,243
)
 
—

 
—

 
—

 
(28,243
)
Additional paid-in-capital
3,062,861

 
9,067

 
—

 
(9,067
)
 
3,062,861

Retained earnings
402,772

 
1,138,333

 
34,037

 
(1,176,771
)
 
398,371

Oasis share of stockholders’ equity
3,440,544

 
4,790,098

 
247,216

 
(5,041,715
)
 
3,436,143

Non-controlling interests
—

 
138,108

 
343,967

 
(343,967
)
 
138,108

Total stockholders’ equity
3,440,544

 
4,928,206

 
591,183

 
(5,385,682
)
 
3,574,251

Total liabilities and stockholders’ equity
$
5,458,754

 
$
7,200,678

 
$
828,767

 
$
(6,022,864
)
 
$
7,465,335


27
Table of Contents


Condensed Consolidating Balance Sheet
 
December 31, 2017
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Combined Non-guarantor Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands, except share data)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
178

 
$
15,659

 
$
883

 
$
—

 
$
16,720

Accounts receivable, net
—

 
362,746

 
834

 
—

 
363,580

Accounts receivable - affiliates
425,668

 
46,020

 
85,818

 
(557,506
)
 
—

Inventory
—

 
19,367

 
—

 
—

 
19,367

Prepaid expenses
267

 
6,586

 
778

 
—

 
7,631

Derivative instruments
—

 
344

 
—

 
—

 
344

Other current assets
—

 
193

 
—

 
—

 
193

Total current assets
426,113

 
450,915

 
88,313

 
(557,506
)
 
407,835

Property, plant and equipment
 
 
 
 
 
 
 
 
 
Oil and gas properties (successful efforts method)
—

 
7,840,921

 
—

 
(1,966
)
 
7,838,955

Other property and equipment
—

 
214,818

 
653,928

 
—

 
868,746

Less: accumulated depreciation, depletion, amortization and impairment
—

 
(2,499,867
)
 
(34,348
)
 
—

 
(2,534,215
)
Total property, plant and equipment, net
—

 
5,555,872

 
619,580

 
(1,966
)
 
6,173,486

Investments in and advances to subsidiaries
4,790,976

 
422,132

 
—

 
(5,213,108
)
 
—

Derivative instruments
—

 
9

 
—

 
—

 
9

Deferred income taxes
183,568

 
—

 
—

 
(183,568
)
 
—

Long-term inventory
—

 
12,200

 
—

 
—

 
12,200

Other assets
—

 
19,587

 
2,013

 
—

 
21,600

Total assets
$
5,400,657

 
$
6,460,715

 
$
709,906

 
$
(5,956,148
)
 
$
6,615,130

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Accounts payable
$
—

 
$
13,370

 
$
—

 
$
—

 
$
13,370

Accounts payable - affiliates
34,382

 
511,486

 
11,638

 
(557,506
)
 
—

Revenues and production taxes payable
—

 
213,995

 
—

 
—

 
213,995

Accrued liabilities
216

 
177,446

 
58,818

 
—

 
236,480

Accrued interest payable
38,796

 
53

 
114

 
—

 
38,963

Derivative instruments
—

 
115,716

 
—

 
—

 
115,716

Advances from joint interest partners
—

 
4,916

 
—

 
—

 
4,916

Other current liabilities
—

 
40

 
—

 
—

 
40

Total current liabilities
73,394

 
1,037,022

 
70,570

 
(557,506
)
 
623,480

Long-term debt
1,949,606

 
70,000

 
78,000

 
—

 
2,097,606

Deferred income taxes
—

 
489,489

 
—

 
(183,568
)
 
305,921

Asset retirement obligations
—

 
47,195

 
1,316

 
—

 
48,511

Derivative instruments
—

 
19,851

 
—

 
—

 
19,851

Other liabilities
—

 
6,182

 
—

 
—

 
6,182

Total liabilities
2,023,000

 
1,669,739

 
149,886

 
(741,074
)
 
3,101,551

Stockholders’ equity
 
 
 
 
 
 
 
 
 
Capital contributions from affiliates
—

 
3,264,691

 
234,935

 
(3,499,626
)
 
—

Common stock, $0.01 par value: 450,000,000 shares authorized; 270,627,014 shares issued and 269,295,466 shares outstanding
2,668

 
—

 
—

 
—

 
2,668

Treasury stock, at cost: 1,331,548 shares
(22,179
)
 
—

 
—

 
—

 
(22,179
)
Additional paid-in-capital
2,677,217

 
8,922

 
—

 
(8,922
)
 
2,677,217

Retained earnings
719,951

 
1,379,475

 
11,639

 
(1,393,080
)
 
717,985

Oasis share of stockholders’ equity
3,377,657

 
4,653,088

 
246,574

 
(4,901,628
)
 
3,375,691

Non-controlling interests
—

 
137,888

 
313,446

 
(313,446
)
 
137,888

Total stockholders’ equity
3,377,657

 
4,790,976

 
560,020

 
(5,215,074
)
 
3,513,579

Total liabilities and stockholders’ equity
$
5,400,657

 
$
6,460,715

 
$
709,906

 
$
(5,956,148
)
 
$
6,615,130


28
Table of Contents


Condensed Consolidating Statement of Operations
 
Three Months Ended June 30, 2018
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Combined Non-guarantor Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
Oil and gas revenues
$
—

 
$
395,921

 
$
—

 
$
—

 
$
395,921

Purchased oil and gas sales
—

 
57,578

 
—

 
—

 
57,578

Midstream revenues
—

 
917

 
66,558

 
(38,133
)
 
29,342

Well services revenues
—

 
18,496

 
—

 
—

 
18,496

Total revenues
—

 
472,912

 
66,558

 
(38,133
)
 
501,337

Operating expenses
 
 
 
 
 
 
 
 
 
Lease operating expenses
—

 
57,615

 
—

 
(13,474
)
 
44,141

Midstream operating expenses
—

 
780

 
16,334

 
(9,426
)
 
7,688

Well services operating expenses
—

 
13,560

 
—

 
—

 
13,560

Marketing, transportation and gathering expenses
—

 
28,653

 
—

 
(5,820
)
 
22,833

Purchased oil and gas expenses
—

 
57,165

 
—

 
—

 
57,165

Production taxes
—

 
34,026

 
—

 
—

 
34,026

Depreciation, depletion and amortization
—

 
150,554

 
6,659

 
(3,643
)
 
153,570

Exploration expenses
—

 
617

 
—

 
—

 
617

Impairment
—

 
384,135

 
—

 
—

 
384,135

General and administrative expenses
7,496

 
17,954

 
5,897

 
(3,117
)
 
28,230

Total operating expenses
7,496

 
745,059

 
28,890

 
(35,480
)
 
745,965

Gain on sale of properties
—

 
1,954

 
—

 
—

 
1,954

Operating income (loss)
(7,496
)
 
(270,193
)
 
37,668

 
(2,653
)
 
(242,674
)
Other income (expense)
 
 
 
 
 
 
 
 
 
Equity in earnings (loss) of subsidiaries
(278,014
)
 
37,485

 
—

 
240,529

 
—

Net loss on derivative instruments
—

 
(120,285
)
 
—

 
—

 
(120,285
)
Interest expense, net of capitalized interest
(33,135
)
 
(7,592
)
 
(183
)
 
—

 
(40,910
)
Loss on extinguishment of debt
(13,651
)
 
—

 
—

 
—

 
(13,651
)
Other income
—

 
218

 
—

 
—

 
218

Total other expense
(324,800
)
 
(90,174
)
 
(183
)
 
240,529

 
(174,628
)
Income (loss) before income taxes
(332,296
)
 
(360,367
)
 
37,485

 
237,876

 
(417,302
)
Income tax benefit
12,092

 
88,909

 
—

 
—

 
101,001

Net income (loss) including non-controlling interests
(320,204
)
 
(271,458
)
 
37,485

 
237,876

 
(316,301
)
Less: Net income attributable to non-controlling interests
—

 
3,903

 
25,042

 
(25,042
)
 
3,903

Net income (loss) attributable to Oasis
$
(320,204
)
 
$
(275,361
)
 
$
12,443

 
$
262,918

 
$
(320,204
)

29
Table of Contents


Condensed Consolidating Statement of Operations
 
Three Months Ended June 30, 2017
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
Oil and gas revenues
$
—

 
$
218,633

 
$
—

 
$
218,633

Purchased oil and gas sales
—

 
8,091

 
—

 
8,091

Midstream revenues
—

 
15,566

 
—

 
15,566

Well services revenues
—

 
11,801

 
—

 
11,801

Total revenues
—

 
254,091

 
—

 
254,091

Operating expenses
 
 
 
 
 
 
 
Lease operating expenses
—

 
44,665

 
—

 
44,665

Midstream operating expenses
—

 
3,263

 
—

 
3,263

Well services operating expenses
—

 
9,010

 
—

 
9,010

Marketing, transportation and gathering expenses
—

 
12,039

 
—

 
12,039

Purchased oil and gas expenses
—

 
7,980

 
—

 
7,980

Production taxes
—

 
18,971

 
—

 
18,971

Depreciation, depletion and amortization
—

 
125,291

 
—

 
125,291

Exploration expenses
—

 
1,667

 
—

 
1,667

Impairment
—

 
3,200

 
—

 
3,200

General and administrative expenses
7,534

 
15,092

 
—

 
22,626

Total operating expenses
7,534

 
241,178

 
—

 
248,712

Operating income (loss)
(7,534
)
 
12,913

 
—

 
5,379

Other income (expense)
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
38,875

 
—

 
(38,875
)
 
—

Net gain on derivative instruments
—

 
50,532

 
—

 
50,532

Interest expense, net of capitalized interest
(33,006
)
 
(3,832
)
 
—

 
(36,838
)
Other expense
—

 
(166
)
 
—

 
(166
)
Total other income
5,869

 
46,534

 
(38,875
)
 
13,528

Income (loss) before income taxes
(1,665
)
 
59,447

 
(38,875
)
 
18,907

Income tax benefit (expense)
18,233

 
(20,572
)
 
—

 
(2,339
)
Net income
$
16,568

 
$
38,875

 
$
(38,875
)
 
$
16,568


30
Table of Contents


Condensed Consolidating Statement of Operations
 
Six Months Ended June 30, 2018
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Combined Non-guarantor Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
 
 
Oil and gas revenues
$
—

 
$
759,592

 
$
—

 
$
—

 
$
759,592

Purchased oil and gas sales
—

 
75,615

 
—

 
—

 
75,615

Midstream revenues
—

 
2,067

 
127,979

 
(72,782
)
 
57,264

Well services revenues
—

 
30,082

 
—

 
—

 
30,082

Total revenues
—

 
867,356

 
127,979

 
(72,782
)
 
922,553

Operating expenses
 
 
 
 
 
 
 
 
 
Lease operating expenses
—

 
113,314

 
—

 
(24,392
)
 
88,922

Midstream operating expenses
—

 
1,526

 
33,450

 
(19,303
)
 
15,673

Well services operating expenses
—

 
20,947

 
—

 
—

 
20,947

Marketing, transportation and gathering expenses
—

 
55,325

 
—

 
(11,479
)
 
43,846

Purchased oil and gas expenses
—

 
75,163

 
—

 
—

 
75,163

Production taxes
—

 
65,026

 
—

 
—

 
65,026

Depreciation, depletion and amortization
—

 
296,781

 
13,023

 
(6,969
)
 
302,835

Exploration expenses
—

 
1,386

 
—

 
—

 
1,386

Impairment
—

 
384,228

 
—

 
—

 
384,228

General and administrative expenses
14,728

 
35,632

 
12,047

 
(6,237
)
 
56,170

Total operating expenses
14,728

 
1,049,328

 
58,520

 
(68,380
)
 
1,054,196

Gain on sale of properties
—

 
1,954

 
—

 
—

 
1,954

Operating income (loss)
(14,728
)
 
(180,018
)
 
69,459

 
(4,402
)
 
(129,689
)
Other income (expense)
 
 
 
 
 
 
 
 
 
Equity in earnings (loss) of subsidiaries
(245,850
)
 
69,014

 
—

 
176,836

 
—

Net loss on derivative instruments
—

 
(191,401
)
 
—

 
—

 
(191,401
)
Interest expense, net of capitalized interest
(65,581
)
 
(12,030
)
 
(445
)
 
—

 
(78,056
)
Loss on extinguishment of debt
(13,651
)
 
—

 
—

 
—

 
(13,651
)
Other income
—

 
35

 
—

 
—

 
35

Total other expense
(325,082
)
 
(134,382
)
 
(445
)
 
176,836

 
(283,073
)
Income (loss) before income taxes
(339,810
)
 
(314,400
)
 
69,014

 
172,434

 
(412,762
)
Income tax benefit
20,196

 
79,977

 
—

 
—

 
100,173

Net income (loss) including non-controlling interests
(319,614
)
 
(234,423
)
 
69,014

 
172,434

 
(312,589
)
Less: Net income attributable to non-controlling interests
—

 
7,025

 
46,616

 
(46,616
)
 
7,025

Net income (loss) attributable to Oasis
$
(319,614
)
 
$
(241,448
)
 
$
22,398

 
$
219,050

 
$
(319,614
)

31
Table of Contents


Condensed Consolidating Statement of Operations
 
Six Months Ended June 30, 2017
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
Revenues
 
 
 
 
 
 
 
Oil and gas revenues
$
—

 
$
455,885

 
$
—

 
$
455,885

Purchased oil and gas sales
—

 
35,722

 
—

 
35,722

Midstream revenues
—

 
30,172

 
—

 
30,172

Well services revenues
—

 
17,428

 
—

 
17,428

Total revenues
—

 
539,207

 
—

 
539,207

Operating expenses
 
 
 
 
 
 
 
Lease operating expenses
—

 
88,537

 
—

 
88,537

Midstream operating expenses
—

 
6,590

 
—

 
6,590

Well services operating expenses
—

 
13,570

 
—

 
13,570

Marketing, transportation and gathering expenses
—

 
22,990

 
—

 
22,990

Purchased oil and gas expenses
—

 
35,982

 
—

 
35,982

Production taxes
—

 
39,270

 
—

 
39,270

Depreciation, depletion and amortization
—

 
251,957

 
—

 
251,957

Exploration expenses
—

 
3,156

 
—

 
3,156

Impairment
—

 
5,882

 
—

 
5,882

General and administrative expenses
14,599

 
31,203

 
—

 
45,802

Total operating expenses
14,599

 
499,137

 
—

 
513,736

Operating income (loss)
(14,599
)
 
40,070

 
—

 
25,471

Other income (expense)
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
87,978

 
—

 
(87,978
)
 
—

Net gain on derivative instruments
—

 
106,607

 
—

 
106,607

Interest expense, net of capitalized interest
(65,857
)
 
(7,302
)
 
—

 
(73,159
)
Other expense
—

 
(150
)
 
—

 
(150
)
Total other income
22,121

 
99,155

 
(87,978
)
 
33,298

Income before income taxes
7,522

 
139,225

 
(87,978
)
 
58,769

Income tax benefit (expense)
32,871

 
(51,247
)
 
—

 
(18,376
)
Net income
$
40,393

 
$
87,978

 
$
(87,978
)
 
$
40,393


32
Table of Contents


Condensed Consolidating Statement of Cash Flows
 
Six Months Ended June 30, 2018
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Combined Non-guarantor Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
 
 
 
 
Net income (loss) including non-controlling interests
$
(319,614
)
 
$
(234,423
)
 
$
69,014

 
$
172,434

 
$
(312,589
)
Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities:
 
 
 
 
 
 
 
 
 
Equity in earnings (loss) of subsidiaries
245,850

 
(69,014
)
 
—

 
(176,836
)
 
—

Depreciation, depletion and amortization
—

 
296,781

 
13,023

 
(6,969
)
 
302,835

Loss on extinguishment of debt
13,651

 
—

 
—

 
—

 
13,651

Gain on sale of properties
—

 
(1,954
)
 
—

 
—

 
(1,954
)
Impairment
—

 
384,228

 
—

 
—

 
384,228

Deferred income taxes
(20,196
)
 
(80,097
)
 
—

 
—

 
(100,293
)
Derivative instruments
—

 
191,401

 
—

 
—

 
191,401

Equity-based compensation expenses
13,340

 
624

 
166

 
—

 
14,130

Deferred financing costs amortization and other
7,892

 
2,522

 
104

 
—

 
10,518

Working capital and other changes:
 
 
 
 
 
 
 
 
 
Change in accounts receivable
96,993

 
(8,178
)
 
29,407

 
(124,088
)
 
(5,866
)
Change in inventory
—

 
(4,629
)
 
(92
)
 
—

 
(4,721
)
Change in prepaid expenses
58

 
95

 
420

 
—

 
573

Change in other current assets
—

 
111

 
—

 
—

 
111

Change in long-term inventory and other assets
—

 
(381
)
 
—

 
—

 
(381
)
Change in accounts payable, interest payable and accrued liabilities
3,335

 
(90,679
)
 
4,105

 
124,088

 
40,849

Change in other liabilities
—

 
(476
)
 
—

 
—

 
(476
)
Net cash provided by operating activities
41,309

 
385,931

 
116,147

 
(11,371
)
 
532,016

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
—

 
(381,971
)
 
(154,988
)
 
—

 
(536,959
)
Acquisitions
—

 
(524,255
)
 
—

 
—

 
(524,255
)
Proceeds from sale of properties
—

 
2,236

 
—

 
—

 
2,236

Derivative settlements
—

 
(96,823
)
 
—

 
—

 
(96,823
)
Advances from joint interest partners
—

 
(933
)
 
—

 
—

 
(933
)
Net cash used in investing activities
—

 
(1,001,746
)
 
(154,988
)
 
—

 
(1,156,734
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from Revolving Credit Facilities
—

 
1,820,000

 
113,000

 
—

 
1,933,000

Principal payments on Revolving Credit Facilities
—

 
(1,239,000
)
 
(26,000
)
 
—

 
(1,265,000
)
Repurchase of senior unsecured notes
(423,143
)
 
—

 
—

 
—

 
(423,143
)
Proceeds from issuance of senior unsecured convertible notes
400,000

 
—

 
—

 
—

 
400,000

Deferred financing costs
(6,524
)
 
(266
)
 
—

 
—

 
(6,790
)
Purchases of treasury stock
(6,064
)
 
—

 
—

 
—

 
(6,064
)
Distributions to non-controlling interests
—

 
48,911

 
(55,757
)
 
—

 
(6,846
)
Investment in subsidiaries / capital contributions from parent
(5,619
)
 
(15,216
)
 
9,464

 
11,371

 
—

Other
38

 
(125
)
 
—

 
—

 
(87
)
Net cash provided by (used in) financing activities
(41,312
)
 
614,304

 
40,707

 
11,371

 
625,070

Increase (decrease) in cash and cash equivalents
(3
)
 
(1,511
)
 
1,866

 
—

 
352

Cash and cash equivalents at beginning of period
178

 
15,659

 
883

 
—

 
16,720

Cash and cash equivalents at end of period
$
175

 
$
14,148

 
$
2,749

 
$
—

 
$
17,072


33
Table of Contents


Condensed Consolidating Statement of Cash Flows
 
Six Months Ended June 30, 2017
 
Parent/
Issuer
 
Combined
Guarantor
Subsidiaries
 
Intercompany
Eliminations
 
Consolidated
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
 
 
Net income
$
40,393

 
$
87,978

 
$
(87,978
)
 
$
40,393

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
Equity in earnings of subsidiaries
(87,978
)
 
—

 
87,978

 
—

Depreciation, depletion and amortization
—

 
251,957

 
—

 
251,957

Impairment
—

 
5,882

 
—

 
5,882

Deferred income taxes
(32,871
)
 
51,247

 
—

 
18,376

Derivative instruments
—

 
(106,607
)
 
—

 
(106,607
)
Equity-based compensation expenses
13,395

 
428

 
—

 
13,823

Deferred financing costs amortization and other
7,470

 
1,401

 
—

 
8,871

Working capital and other changes:
 
 
 
 
 
 
 
Change in accounts receivable
64,504

 
(19,833
)
 
(58,414
)
 
(13,743
)
Change in inventory
—

 
(1,007
)
 
—

 
(1,007
)
Change in prepaid expenses
(389
)
 
125

 
—

 
(264
)
Change in other current assets
(3
)
 
283

 
—

 
280

Change in long-term inventory and other assets
—

 
(8,768
)
 
—

 
(8,768
)
Change in accounts payable, interest payable and accrued liabilities
6,185

 
(53,441
)
 
58,414

 
11,158

Change in other current liabilities
—

 
(10,490
)
 
—

 
(10,490
)
Net cash provided by operating activities
10,706

 
199,155

 
—

 
209,861

Cash flows from investing activities:
 
 
 
 
 
 
 
Capital expenditures
—

 
(252,461
)
 
—

 
(252,461
)
Proceeds from sale of properties
—

 
4,000

 
—

 
4,000

Derivative settlements
—

 
(8,899
)
 
—

 
(8,899
)
Advances from joint interest partners
—

 
(1,781
)
 
—

 
(1,781
)
Net cash used in investing activities
—

 
(259,141
)
 
—

 
(259,141
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from Oasis Credit Facility
—

 
484,000

 
—

 
484,000

Principal payments on Oasis Credit Facility
—

 
(429,000
)
 
—

 
(429,000
)
Purchases of treasury stock
(5,451
)
 
—

 
—

 
(5,451
)
Investment in subsidiaries / capital contributions from parent
(5,188
)
 
5,188

 
—

 
—

Other
(55
)
 
—

 
—

 
(55
)
Net cash provided by (used in) financing activities
(10,694
)
 
60,188

 
—

 
49,494

Increase in cash and cash equivalents
12

 
202

 
—

 
214

Cash and cash equivalents at beginning of period
166

 
11,060

 
—

 
11,226

Cash and cash equivalents at end of period
$
178

 
$
11,262

 
$
—

 
$
11,440


34
Table of Contents


19 . Subsequent Events
The Company has evaluated the period after the balance sheet date, noting no subsequent events or transactions that required recognition or disclosure in the financial statements, other than as previously disclosed.

35
Table of Contents


Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2017 (“ 2017 Annual Report”), as well as the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, the factors discussed below and detailed under Part II, Item 1A. “Risk Factors” in our 2017 Annual Report could affect our actual results and cause our actual results to differ materially from expectations, estimates, or assumptions expressed in, forecasted in, or implied in such forward-looking statements.
Forward-looking statements may include statements about:
•
our business strategy;
•
estimated future net reserves and present value thereof;
•
timing and amount of future production of oil and natural gas;
•
drilling and completion of wells;
•
estimated inventory of wells remaining to be drilled and completed;
•
costs of exploiting and developing our properties and conducting other operations;
•
availability of drilling, completion and production equipment and materials;
•
availability of qualified personnel;
•
owning and operating a midstream company, including ownership interests in a master limited partnership;
•
owning and operating a well services company;
•
infrastructure for produced and flowback water gathering and disposal;
•
gathering, transportation and marketing of oil and natural gas, both in the Williston and Delaware Basins and other regions in the United States;
•
property acquisitions, including our recent acquisition of oil and gas properties in the Delaware Basin;
•
integration and benefits of property acquisitions or the effects of such acquisitions on our cash position and levels of indebtedness;
•
the amount, nature and timing of capital expenditures;
•
availability and terms of capital;
•
our financial strategy, budget, projections, execution of business plan and operating results;
•
cash flows and liquidity;
•
oil and natural gas realized prices;
•
general economic conditions;
•
operating environment, including inclement weather conditions;
•
effectiveness of risk management activities;
•
competition in the oil and natural gas industry;
•
counterparty credit risk;
•
environmental liabilities;
•
governmental regulation and the taxation of the oil and natural gas industry;

36
Table of Contents


•
developments in oil-producing and natural gas-producing countries;
•
technology;
•
uncertainty regarding future operating results;
•
plans, objectives, expectations and intentions contained in this report that are not historical; and
•
certain factors flagged elsewhere in this Form 10-Q.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by securities law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. Some of the key factors which could cause actual results to vary from our expectations include changes in oil and natural gas prices, weather and environmental conditions, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, the proximity to and capacity of transportation facilities, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business, as well as those factors discussed below and elsewhere in this Quarterly Report on Form 10-Q, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Overview
We are an independent exploration and production (“E&P”) company focused on the acquisition and development of onshore, unconventional oil and natural gas resources in the United States. Since our inception, w e have acquired properties that provide current production and significant upside potential through further development. Our drilling activity has primarily been directed toward projects that we believe can provide us with repeatable successes in the Bakken and Three Forks formations. On  February 14, 2018 , we acquired approximately  22,000  net acres in the Delaware Basin from Forge Energy, LLC, representing our initial entry into the Delaware Basin (the “Permian Basin Acquisition”). The Permian Basin Acquisition more than doubled our core net inventory and allows us to further capitalize on our operational str engths. Oasis Petroleum North America LLC (“OPNA”) and Oasis Petroleum Permian LLC (“ OP Permian ”) conduct our exploration and production activities and own our proved and unproved oil and natural gas properties located in the North Dakota and Montana regions of the Williston Basin and the Texas regions of the Delaware Basin, respectively. We also operate a midstream services business through OMS Holdings LLC (“ OMS ”) and a well services business through Oasis Well Services LLC (“OWS”), both of which are separate reportable business segments that are complementary to our primary development and production activities. The midstream services business is conducted by Oasis Midstream Partners LP (“ OMP ” or “ Oasis Midstream ”), which completed an initial public offering in September 2017. The Company owns the general partner and a majority of the outstanding units of OMP . The revenues and expenses related to work performed by OMS and OWS for OPNA’s working interests are eliminated in consolidation and, therefore, do not directly contribute to our consolidated results of operations.
Our use of capital for acquisitions and development allows us to direct our capital resources to what we believe to be the most attractive opportunities as market conditions evolve. We have historically acquired properties that we believe will meet or exceed our rate of return criteria. We built our Williston Basin assets through acquisitions and development activities, which were financed with a combination of capital from private investors, borrowings under a $1,600.0 million senior secured revolving credit facility among OPNA, as Borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto (the “ Oasis Credit Facility ”) and a $200.0 million senior secured revolving credit facility among OMP , as parent, OMP Operating LLC, a subsidiary of OMP , as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto (the “ OMP Credit Facility ,” and, together with the Oasis Credit Facility, our “ Revolving Credit Facilities ”), cash flows provided by operating activities, proceeds from our senior unsecured notes, proceeds from our public equity offerings, the sale of certain non-core oil and gas properties and cash settlements of derivative contracts. For acquisitions of properties with additional development, exploitation and exploration potential, we have focused on acquiring properties that we expect to operate so that we can control the timing and implementation of capital spending. In some instances, we have acquired non-operated property interests at what we believe to be attractive rates of return either because they provided an entry into a new area of interest or complemented our existing operations. In addition, the acquisition of non-operated properties in new areas provides us with geophysical and geologic data that may lead to further acquisitions in the same area, whether on an operated or non-operated basis. We intend to continue to acquire both operated and non-operated properties to the extent we believe they meet our return objectives.

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Due to the geographic concentration of our oil and natural gas properties in the Williston Basin and Delaware Basin, we believe the primary sources of opportunities, challenges and risks related to our business for both the short and long-term are:
•
commodity prices for oil and natural gas;
•
transportation capacity;
•
availability and cost of services; and
•
availability of qualified personnel.
Our revenue, profitability and future growth rate depend substantially on factors beyond our control, such as economic, political and regulatory developments as well as competition from other sources of energy. Prices for oil and natural gas can fluctuate widely in response to relatively minor changes in the global and regional supply of and demand for oil and natural gas, as well as market uncertainty, economic conditions and a variety of additional factors. Since the inception of our oil and natural gas activities, commodity prices have experienced significant fluctuations and may fluctuate widely in the future. A substantial or extended decline in prices for oil or natural gas could materially and adversely affect our financial position, our results of operations, the quantities of oil and natural gas reserves that we can economically produce and our access to capital.
In an effort to improve price realizations from the sale of our oil and natural gas, we manage our commodities marketing activities in-house, which enables us to market and sell our oil and natural gas to a broader array of potential purchasers. We enter into crude oil and natural gas sales contracts with purchasers who have access to transportation capacity, utilize derivative financial instruments to manage our commodity price risk and enter into physical delivery contracts to manage our price differentials. Due to the availability of other markets and pipeline connections, we do not believe that the loss of any single oil or natural gas customer would have a material adverse effect on our results of operations or cash flows. Additionally, we sell a significant amount of our crude oil production through gathering systems connected to multiple pipeline and rail facilities. These gathering systems, which originate at the wellhead, reduce the need to transport barrels by truck from the wellhea d . Currently, 91% of our gross operated oil production and substantially all of our gross operated natural gas production are connecte d to these gathering systems, and our crude oil price differentials have improved to less than $3.00 per barrel primarily due to the additional takeaway capacity of the Dakota Access Pipeline of over 450,000 barrels per day.
Highlights:
•
We produced 79,437 barrels of oil equivalent per day (“ Boepd ”) in the second quarter of 2018 ;
•
We completed and placed on production 37 gross ( 27.8 net) operated wells, including 35 gross ( 25.8 net) operated wells in the Williston Basin and 2 gross ( 2.0 net) operated wells in the Delaware Basin, in the second quarter of 2018 ;
•
Our oil differentials have decreased to $2.42 off of NYMEX West Texas Intermediate crude oil index price (“ NYMEX WTI ”) in the second quarter of 2018 , an approximate 34% decrease from the second quarter of 2017;
•
Lease operating expenses per barrels of oil equivalent (“Boe”) decreased over 23% to $6.11 per Boe in the second quarter of 2018 compared to $7.92 per Boe in the second quarter of 2017 ;
•
We entered into or closed numerous agreements to sell non-core assets since December 2017 for total proceeds of $360 million, which represent approximately 5.0 MBoepd of net production and approximately 80,000 net acres; and
•
Net cash provided by operating activities was $303.7 million for the three months ended June 30, 2018 . Adjusted EBITDA, a non-GAAP financial measure, was $241.2 million for the three months ended June 30, 2018 . For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss) including non-controlling interests and net cash provided by operating activities, see “Non-GAAP Financial Measures” below.
Results of Operations
Revenues
Our oil and gas revenues are derived from the sale of oil and natural gas production. These revenues do not include the effects of derivative instruments and may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. Our purchased oil sales are derived from the sale of oil purchased through our marketing activities primarily for blending. Our midstream revenues are primarily derived from produced and flowback water pipeline transport, produced and flowback water disposal, natural gas gathering and processing, fresh water sales and crude oil gathering and transportation. Our well services revenues are derived from well services, product sales and equipment rentals. Substantially all of our midstream revenues and well services revenues are from services for third-party working interest owners in OPNA’s operated wells. Intercompany revenues for work performed by OMS and OWS for OPNA’s working interests are eliminated in consolidation and are therefore not included in midstream and well services revenues.

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The following table summarizes our revenues and production data for the periods presented:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
Operating results (in thousands)
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
 
 
 
 
 
Oil revenues
$
361,255

 
$
194,005

 
$
167,250

 
$
684,641

 
$
402,599

 
$
282,042

Natural gas revenues
34,666

 
24,628

 
10,038

 
74,951

 
53,286

 
21,665

Purchased oil and gas sales
57,578

 
8,091

 
49,487

 
75,615

 
35,722

 
39,893

Midstream revenues
29,342

 
15,566

 
13,776

 
57,264

 
30,172

 
27,092

Well services revenues
18,496

 
11,801

 
6,695

 
30,082

 
17,428

 
12,654

Total revenues
$
501,337

 
$
254,091

 
$
247,246

 
$
922,553

 
$
539,207

 
$
383,346

Production data
 
 
 
 
 
 
 
 
 
 
 
Oil (MBbl)
5,517

 
4,349

 
1,168

 
10,802

 
8,785

 
2,017

Natural gas (MMcf)
10,268

 
7,725

 
2,543

 
20,045

 
15,237

 
4,808

Oil equivalents (MBoe)
7,229

 
5,637

 
1,592

 
14,142

 
11,324

 
2,818

Average daily production (Boepd)
79,437

 
61,943

 
17,494

 
78,135

 
62,564

 
15,571

Average sales prices
 
 
 
 
 
 
 
 
 
 
 
Oil, without derivative settlements (per Bbl)
$
65.47

 
$
44.61

 
$
20.86

 
$
63.38

 
$
45.83

 
$
17.55

Oil, with derivative settlements (per Bbl) (1)
54.53

 
44.35

 
10.18

 
54.36

 
44.79

 
9.57

Natural gas, without derivative settlements (per Mcf) (2)
3.38

 
3.19

 
0.19

 
3.74

 
3.50

 
0.24

Natural gas, with derivative settlements (per Mcf) (1)(2)
3.43

 
3.21

 
0.22

 
3.77

 
3.51

 
0.26

____________________
(1)
Realized prices include gains or losses on cash settlements for our commodity derivatives, which do not qualify for or were not designated as hedging instruments for accounting purposes. Cash settlements represent the cumulative gains and losses on our derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(2)
Natural gas prices include the value for natural gas and natural gas liquids.
Three months ended June 30, 2018 as compared to three months ended June 30, 2017
Oil and gas revenues . Our oil and gas revenues increased   $177.3 million , or  81% , to  $395.9 million  during the three months ended June 30, 2018  as compared to the three months ended June 30, 2017 . This increase was primarily driven by a $92.2 million increase due to the higher oil and natural gas sales prices, coupled with a $85.1 million increase driven by higher oil and natural gas production amounts sold during the three months ended June 30, 2018  as compared to the three months ended June 30, 2017 . Average oil sales prices, without derivative settlements, increased by $20.86  per barrel to an average of  $65.47  per barrel, and average natural gas sales prices, which includes the value for natural gas and natural gas liquids and is without derivative settlements, increased by  $0.19  per Mcf to an average of  $3.38  per Mcf for the three months ended June 30, 2018  as compared to the three months ended June 30, 2017 . Average daily production sold increased by 17,494 Boepd to 79,437 Boepd during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . The increase in average daily production sold was primarily a result of our 81.9 total net well completions in the Williston Basin during the twelve months ended June 30, 2018 and the Permian Basin Acquisition .
Purchased oil and gas sa les . Purchased oil and gas sales, which consist primarily of the sale of crude oil purchased for blending at our crude oil terminal or in attempt to make a profit. Purchased oil and gas sales increased $49.5 million to $57.6 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 primarily due to higher volumes purchased and sold driven by increased market opportunities in the Williston Basin and in the Delaware Basin.
Midstream revenues . Midstream revenues increased   $13.8 million to $29.3 million  during the  three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . This increase was primarily driven by a $6.1 million increase related to higher natural gas volumes gathered, compressed and processed, coupled with a $5.9 million increase related to higher water service volumes driven by an increase in producing wells.

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Well services revenues. Our well services revenues increased by $6.7 million to $18.5 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 , primarily due to a $5.1 million increase in well completion revenue due to the increased activity as a result of adding a second fracturing fleet during the third quarter of 2017, coupled with a $1.2 million increase in product sales to third parties.
Six months ended June 30, 2018 as compared to six months ended June 30, 2017
Oil and gas revenues . Our oil and gas revenues increased $303.7 million , or 67% , to $759.6 million during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The higher oil and natural gas sales prices increased revenues by $157.8 million , coupled with a $145.8 million increase due to the higher oil and natural gas production amounts sold during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . Average oil sales prices, without derivative settlements, increased by $17.55 per barrel to an average of $63.38 per barrel, and average natural gas sales prices, without derivative settlements and which include the value for natural gas and natural gas liquids, increased by $0.24 per Mcf to an average of $3.74 per Mcf for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . Average daily production sold increased by 15,571 Boe per day to 78,135 Boe per day during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The increase in average daily production sold was primarily a result of our 81.9  total net well completions in the Williston Basin during the twelve months ended June 30, 2018 and the Permian Basin Acquisition , which was completed on February 14, 2018 .
Purchased oil and gas sales . Purchased oil and gas sales, which consist primarily of the sale of crude oil purchased for blending at our crude oil terminal or in attempt to make a profit. Purchased oil and gas sales increased $39.9 million to $75.6 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 due to higher volumes purchased and sold driven by increased market opportunities in the Williston Basin and in the Delaware Basin.
Midstream revenues . Midstream revenues were $57.3 million for the six months ended June 30, 2018 , which was a $27.1 million increase period over period. This increase was driven by a $13.5 million increase related to higher natural gas volumes gathered, compressed and processed, coupled with a $10.2 million increase related to higher water service volumes driven by an increase in producing wells and a $3.1 million increase related to higher oil volumes gathered, stabilized and transported.
Well services revenues. In 2017, we increased the pace of our well completions and added a second fracturing fleet as well as third party crews. As a result, our well services revenues increased by  $12.7 million to $30.1 million for the  six months ended June 30, 2018  as compared to the  six months ended June 30, 2017 , which was due to a $10.0 million increase in well completion revenue due to the increased activity as a result of adding the second fracturing fleet in the third quarter of 2017, coupled with a $1.5 million increase in product sales to third parties and a $1.0 million increase in equipment rentals.

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Expenses and other income
The following table summarizes our operating expenses and other income and expenses for the periods presented:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
Change
 
2018
 
2017
 
Change
 
(In thousands, except per Boe of production)
Operating expenses
 
 
 
 
 
 
 
 
 
 
 
Lease operating expenses
$
44,141

 
$
44,665

 
$
(524
)
 
$
88,922

 
$
88,537

 
$
385

Midstream operating expenses
7,688

 
3,263

 
4,425

 
15,673

 
6,590

 
9,083

Well services operating expenses (1)
13,560

 
9,010

 
4,550

 
20,947

 
13,570

 
7,377

Marketing, transportation and gathering expenses
22,833

 
12,039

 
10,794

 
43,846

 
22,990

 
20,856

Purchased oil and gas expenses
57,165

 
7,980

 
49,185

 
75,163

 
35,982

 
39,181

Production taxes
34,026

 
18,971

 
15,055

 
65,026

 
39,270

 
25,756

Depreciation, depletion and amortization
153,570

 
125,291

 
28,279

 
302,835

 
251,957

 
50,878

Exploration expenses
617

 
1,667

 
(1,050
)
 
1,386

 
3,156

 
(1,770
)
Impairment
384,135

 
3,200

 
380,935

 
384,228

 
5,882

 
378,346

General and administrative expenses (1)
28,230

 
22,626

 
5,604

 
56,170

 
45,802

 
10,368

Total operating expenses
745,965

 
248,712

 
497,253

 
1,054,196

 
513,736

 
540,460

Gain on sale of properties
1,954

 
—

 
1,954

 
1,954

 
—

 
1,954

Operating income (loss)
(242,674
)
 
5,379

 
(248,053
)
 
(129,689
)
 
25,471

 
(155,160
)
Other income (expense)
 
 
 
 
 
 
 
 
 
 
 
Net gain (loss) on derivative instruments
(120,285
)
 
50,532

 
(170,817
)
 
(191,401
)
 
106,607

 
(298,008
)
Interest expense, net of capitalized interest
(40,910
)
 
(36,838
)
 
(4,072
)
 
(78,056
)
 
(73,159
)
 
(4,897
)
Loss on extinguishment of debt
(13,651
)
 
—

 
(13,651
)
 
(13,651
)
 
—

 
(13,651
)
Other income (expense)
218

 
(166
)
 
384

 
35

 
(150
)
 
185

Total other income (expense)
(174,628
)
 
13,528

 
(188,156
)
 
(283,073
)
 
33,298

 
(316,371
)
Income (loss) before income taxes
(417,302
)
 
18,907

 
(436,209
)
 
(412,762
)
 
58,769

 
(471,531
)
Income tax benefit (expense)
101,001

 
(2,339
)
 
103,340

 
100,173

 
(18,376
)
 
118,549

Net income (loss) including non-controlling interests
(316,301
)
 
16,568

 
(332,869
)
 
(312,589
)
 
40,393

 
(352,982
)
Less: Net income attributable to non-controlling interests
3,903

 
—

 
3,903

 
7,025

 
—

 
7,025

Net income (loss) attributable to Oasis
$
(320,204
)
 
$
16,568

 
$
(336,772
)
 
$
(319,614
)
 
$
40,393

 
$
(360,007
)
Costs and expenses (per Boe of production)
 
 
 
 
 
 
 
 
 
 
 
Lease operating expenses
$
6.11

 
$
7.92

 
$
(1.81
)
 
$
6.29

 
$
7.82

 
$
(1.53
)
Marketing, transportation and gathering expenses
3.16

 
2.14

 
1.02

 
3.10

 
2.03

 
1.07

Production taxes
4.71

 
3.37

 
1.34

 
4.60

 
3.47

 
1.13

Depreciation, depletion and amortization
21.24

 
22.23

 
(0.99
)
 
21.41

 
22.25

 
(0.84
)
General and administrative expenses (1)
3.91

 
4.01

 
(0.10
)
 
3.97

 
4.04

 
(0.07
)
____________________
(1)
For the three and six months ended June 30, 2017 , well services operating expenses have been adjusted to include $0.9 million and $1.6 million , respectively, for certain well services direct field labor compensation expenses which were previously recognized in general and administrative expenses on our Condensed Consolidated Statements of Operations.

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Three months ended June 30, 2018 as compared to three months ended June 30, 2017
Lease operating expenses . Le ase operating expenses decreased $0.6 million to $44.1 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . The  decrease  was primarily due to lower workover costs, partially offset by an increase in produced and flowback water disposal volumes being transported on OMS pipelines and injected in OMS produced and flowback water disposal wells and higher costs associated with operating an increased number of producing wells during the  three months ended June 30, 2018 . Utilizing our own infrastructure for produced and flowback water disposal enables us to lower operating costs through increased operational efficiency.  Lease operating expenses per Boe decreased quarter over quarter from $7.92 per Boe to $6.11 per Boe primarily due to higher production volumes period over period.
Midstream operating expenses . Midstream operating expenses represent third-party working interest owners’ share of operating expenses incurred by OMS . The  $4.4 million increase  quarter over quarter was primarily related to a $2.4 million increase in gas gathering, compression and processing expenses driven by increased production, coupled with a $1.6 million increase related to higher water service volumes driven by an increase in producing wells.
Well services operating expenses . Well services operating expenses represent third-party working interest owners’ share of completion service costs, cost of goods sold and operating expenses incurred by OWS . The $4.6 million increase quarter over quarter was primarily attributable to increased well completion activity, coupled with increased trucking costs, maintenance and direct labor expenses due to the addition of a second fracturing fleet during the third quarter of 2017.
Marketing, transportation and gathering expenses . Marketing, transportation and gathering expenses increased $10.8 million , or $1.02 per Boe, for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 , which was primarily attributable to higher oil gathering and transportation expenses related to an increase in volumes being transported on the Dakota Access Pipeline, which started in the second quarter of 2017. Excluding non-cash valuation adjustments, our marketing, transportation and gathering expenses on a per Boe basis increased to $3.19 during the three months ended June 30, 2018 as compared to $2.17 during the three months ended June 30, 2017 primarily due to the higher aforementioned costs.
Purchased oil and gas expenses. Purchased oil and gas expenses, which represent the crude oil purchased primarily for blending at our crude oil terminal or in attempt to make a profit, increased $49.2 million to $57.2 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 primarily due to higher volumes purchased and sold driven by increased market opportunities in the Williston Basin and in the Delaware Basin.
Production taxes . Our production taxes as a percentage of oil and natural gas sales were 8.6% and 8.7% for the three months ended June 30, 2018 and 2017 , respectively. The production tax rate decreased quarter over quarter primarily due to a lower oil production mix, coupled with the addition of Delaware Basin assets following the Permian Basin Acquisition in February 2018 which bear a lower average production tax rate than Williston Basin assets. North Dakota’s natural gas production tax is $0.0555 per Mcf, while its crude oil tax structure is based on a 5% production tax and a 5% oil extraction tax, resulting in a combined tax rate of 10% of crude oil revenues.
Depreciation, depletion and amortization (“DD& A”). DD&A expense increased $28.3 million to $153.6 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . This increase in DD&A expense quarter over quarter was a result of increased production from our wells completed during the three months ended June 30, 2018 , coupled with the Permian Basin Acquisition , offset by a decrease in the DD&A rate to $21.24 per Boe for the three months ended June 30, 2018 as compared to $22.23 per Boe for the three months ended June 30, 2017 . The decrease in the DD&A rate was primarily due to higher recoverable reserves as a result of higher oil and natural gas prices, coupled with lower costs and higher estimated ultimate recoveries on our more recently completed wells.
Exploration expenses. Exploration expenses decreased $1.1 million to $0.6 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 , primarily due to a $1.5 million decrease in geological and geophysical expenses, offset by an increase in delay rentals and higher write-off of costs primarily related to exploratory well locations that are no longer in our current development plan.
Impairment . During the  three months ended June 30, 2018 , the Company recorded an impairment loss of  $383.4 million associated with the assets held for sale for the Foreman Butte Divestiture to adjust the carrying value to the estimated fair value less selling costs (see N ote 10 - Divestitures and Assets Held for Sale ). There were no similar impairment charges related to these assets recorded during the three months ended June 30, 2017 . As a result of periodic assessments of our unproved properties not held-by-production, we recorded an impairment loss on our unproved oil and natural gas properties of $0.8 million and $3.2 million for the three months ended June 30, 2018  and  2017 , respectively, related to acreage expiring in future periods because there were no current plans to drill or extend the leases prior to their expiration.

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General and administrative expenses (“G&A”) . Our G&A increased $5.6 million to $28.2 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 . E&P G&A increased $3.7 million quarter over quarter primarily due to costs related to the Permian Basin Acquisition and increased employee compensation expenses as a result of organizational growth. OMS G&A increased $1.5 million quarter over quarter primarily due to increased employee compensation expenses as a result of organizational growth. OWS G&A increased $0.5 million to $1.9 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 .
Gain on sale of properties. For the three months ended June 30, 2018 , we recognized a $2.0 million gain related to the sale of certain unproved properties in the Williston Basin. No gain or loss on sale of properties was recorded for the three months ended June 30, 2017 .
Derivative instrument s . As a result of entering into derivative contracts and the effect of the forward strip oil and gas price changes, we incurred a $120.3 million net loss on derivative instruments, including net cash settlement payments of $59.8 million , for the three months ended June 30, 2018 , and a $50.5 million net gain on derivative instruments, including net cash settlement payments of $0.9 million for the three months ended June 30, 2017 . Cas h settlements represent the cumulative gains and losses on our derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
Interest expense . Interest expense increased $4.1 million to $40.9 million for the three months ended June 30, 2018 as compared to the three months ended June 30, 2017 primarily du e to a $5.5 million increase in interest expense related to our borrowings under our Revolving Credit Facilities . This increase in interest expense was offset by an increase in capitalized interest due to higher costs for work in progress assets as well as a decrease in interest expense related to the repurchase of an aggregate principal amount of $390.6 million of outstanding senior unsecured notes and issuance of $400.0 million senior unsecured notes due 2026 at a lower interest rate of 6.25% in May 2018. F or the three months ended June 30, 2018 , the weighted average debts outstanding under the Oasis Credit Facility and the OMP Credit Facility were $698.6 million and $148.3 million , respectively, and the weighted average interest rates incurred on the outstanding borrowings were 3.9% and 3.7% , respectively. For the three months ended June 30, 2017 , the weighted average debt outstanding under the Oasis Credit Facility was $422.1 million , and the weighted average interest rate incurred on the outstanding borrowings were 2.8% . Interest capitalized during the three months ended June 30, 2018 and 2017 was $4.2 million and $2.8 million , respectively.
Loss on extinguishment of debt. During the  three months ended June 30, 2018 , we repurchased an aggregate principal amount of $413.5 million of our outstanding senior unsecured notes for an aggregate cost of $423.1 million , including fees. For the  three months ended June 30, 2018 , we recognized a pre-tax loss related to the repurchase of  $13.7 million , which included unamortized deferred financing costs write-offs of $4.0 million . During the three months ended June 30, 2017 , we did not repurchase any portion of our outstanding senior unsecured notes.
Income tax benefit (expense). The income tax benefit for the three months ended June 30, 2018 was recorded at 24.2% of pre-tax loss and the income tax  expense  for the  three months ended June 30, 2017  was recorded at  12.4% of pre-tax  income . The effective tax rate for the three months ended June 30, 2018 was higher than the statutory federal rate of 21% primarily due to state income taxes. The effective tax rate for the three months ended June 30, 2017 was lower than the statutory federal rate of 35% primarily due to the impact of non-deductible executive compensation, partially offset by state income taxes.
Six months ended June 30, 2018 as compared to six months ended June 30, 2017
Lease operating expenses . Lease operating expenses increased $0.4 million to $88.9 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The  increase  was primarily due to higher costs associated with operating an increased number of producing wells as a result of our well completions and the Permian Basin Acquisition , coupled with an increase in produced and flowback water disposal volumes being transported and injected. These costs were partially offset by lower workover costs during the  three months ended June 30, 2018 . Lease operating expenses per Boe decreased from $7.82 per Boe to $6.29 per Boe primarily due to higher production volumes period over period.
Midstream operating expenses . Midstream operating expenses represent third-party working interest owners’ share of operating expenses incurred by OMS. The  $9.1 million increase  for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017  was primarily related to the $4.3 million increase in gas gathering, compression and processing expenses driven by increased production, coupled with a $3.3 million increase related to higher water service volumes driven by an increase in producing wells.
Well services operating expenses. Well services operating expenses represent third-party working interest owners’ share of completion service costs, cost of goods sold and operating expenses incurred by OW S. The  $7.3 million increase  for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017  was primarily attributable to increased well completion activity, coupled with increased direct labor, trucking and maintenance expenses due to the addition of a second fracturing fleet in the third quarter of 2017.

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Marketing, transportation and gathering expenses . Marketing, transportation and gathering expenses increased $20.9 million period over period, or a $1.07 increase per Boe, which was primarily attributable to  higher  oil gathering and transportation expenses related to increased throughput on the Dakota Access Pipeline, which began operations in the second quarter of 2017, and our oil gathering system, which has been ramping up throughputs since it began operations in the second half of 2016. In addition, natural gas gathering and processing expenses increased due to additional well connections on OMS infrastructure and our natural gas processing plant, which has been ramping up throughputs since it began operations in the second half of 2016. Excluding non-cash valuation adjustments, our marketing, transportation and gathering expenses on a per Boe basis increased to $3.10 for the six months ended June 30, 2018 as compared to $1.97 for the six months ended June 30, 2017 primarily due to the higher aforementioned costs.
Purchased oil and gas expenses. Purchased oil and gas expenses, which represent the crude oil purchased primarily for blending at our crude oil terminal or in attempt to make a profit, increased $39.2 million to $75.2 million for the six months ended June 30, 2018 as compared to six months ended June 30, 2017 primarily due to higher volumes purchased and sold driven by increased market opportunities in the Williston Basin and in the Delaware Basin.
Production taxes . The production tax rate remained relatively flat period over period. Our production taxes as a percentage of oil and natural gas sales was 8.6% for the six months ended June 30, 2018 and 2017 , respectively. North Dakota’s natural gas production tax is $0.0555 per Mcf, while its crude oil tax structure is based on a 5% production tax and a 5% oil extraction tax, resulting in a combined tax rate of 10% of crude oil revenues.
Depreciation, depletion and amortization . DD&A expense increased $50.8 million to $302.8 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 . The increase in DD&A expense was primarily due to increased production from our wells completed during the  six months ended June 30, 2018 , coupled with the Permian Basin Acquisition , offset by a decrease in the average DD&A rate to $21.41 per Boe for the six months ended June 30, 2018 as compared to $22.25 per Boe for the six months ended June 30, 2017 . The decrease in the DD&A rate was primarily due to higher recoverable reserves as a result of higher oil and natural gas prices, coupled with lower costs and higher estimated ultimate recoveries on our more recently completed wells.
Exploration expenses. Exploration expenses decreased $1.8 million to $1.4 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 , primarily due to a $2.7 million decrease in geological and geophysical expenses, offset by higher delay rentals and a $0.6 million write-off of costs primarily related to exploratory well locations that are no longer in our current development plan.
Impairment . During the six months ended June 30, 2018 , we recorded an impairment loss of $383.4 million to adjust the carrying value of our properties held for sale for the Foreman Butte Divestiture to their estimated fair value, determined based on the expected sales price less costs to sell (see N ote 10 - Divestitures and Assets Held for Sale ). No impairment charges of proved oil and gas or other properties were recorded for the six months ended June 30, 2017 . As a result of periodic assessments of our unproved properties not held-by-production, we recorded an impairment loss on our unproved oil and natural gas properties of $0.9 million and $5.9 million for the six months ended June 30, 2018 and 2017 , respectively, related to acreage expiring in future periods because there were no current plans to drill or extend the leases prior to their expiration.
General and administrative expenses . Our G&A expenses increased $10.4 million for the six months ended June 30, 2018 from $45.8 million for the six months ended June 30, 2017 . E&P G&A increased $7.0 million period over period primarily due to increased costs related to the Permian Basin Acquisition and increased employee compensation expenses as a result of organizational growth. OMS G&A  increased   $3.1 million  period over period primarily due to increased employee compensation as a result of organizational growth, coupled with expenses incurred related to the initial public offering of OMP . OWS G&A was $3.2 million  and $2.9 million for the  six months ended   June 30, 2018  and  2017 , respectively.
Gain on sale of properties. For the six months ended June 30, 2018 , we recognized a $2.0 million gain related to the sale of certain unproved properties in the Williston Basin. No gain or loss on sale of properties was recorded for the six months ended June 30, 2017 .
Derivative instruments . As a result of entering into derivative contracts and the effect of the forward strip oil and gas price changes, we incurred a $191.4 million net loss on derivative instruments, including net cash settlement payments of $96.8 million , for the six months ended June 30, 2018 , and a $106.6 million net gain on derivative instruments, including net cash settlement payments of $8.9 million , for the six months ended June 30, 2017 . Cash settlements represent the cumulative gains and losses on our derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
Interest expense . Interest expense increased $4.9 million to $78.1 million for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 primarily due to a $7.6 million increase in interest expense related to our borrowings under our  Revolving Credit Facilities and an increase in debt discount amortization related to our senior unsecured convertible notes. These increases in interest expense were offset by an increase in capitalized interest due to higher costs for work in progress assets as well as a decrease in interest expense related to the repurchase of an aggregate principal amount of $390.6

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million of outstanding senior unsecured notes and issuance of $400.0 million senior unsecured notes due 2026 at a lower interest rate of 6.25% in May 2018. For the six months ended June 30, 2018 , the weighted average debts outstanding under the Oasis Credit Facility and the OMP Credit Facility were $895.6 million and $201.2 million , respectively, and the weighted average interest rates incurred on the outstanding borrowings were 3.8% and 3.6% , respectively. For the year ended December 31, 2017 , the weighted average debt outstanding under the Oasis Credit Facility was $411.5 million , and the weighted average interest rate incurred on the outstanding borrowings thereunder was 2.7% . We capitalized $8.7 million and $5.6 million of interest costs for the six months ended June 30, 2018 and 2017 , respectively, which will be amortized over the life of the related assets.
Loss on extinguishment of debt. During the  six months ended June 30, 2018 , we repurchased an aggregate principal amount of $413.5 million of our outstanding senior unsecured notes for an aggregate cost of $423.1 million , including fees. For the  six months ended June 30, 2018 , we recognized a pre-tax loss related to the repurchase of  $13.7 million , which included unamortized deferred financing costs write-offs of $4.0 million . During the six months ended June 30, 2017 , we did not repurchase any portion of our outstanding senior unsecured notes.
Income tax benefit (expense). Our income tax benefit for the six months ended June 30, 2018 and 2017 was recorded at 24.3% of pre-tax loss and 31.3% of pre-tax income , respectively. Our effective tax rate for the six months ended June 30, 2018 was lower than the effective tax rate for the six months ended June 30, 2017 primarily due to the change in the corporate tax rate under the Tax Cuts and Jobs Act, partially offset by the impact of non-deductible executive compensation and equity-based compensation shortfalls in 2018 as compared to equity-based compensation windfalls in 2017.
Liquidity and Capital Resources
Our primary sources of liquidity as of the date of this report have been proceeds from our Notes (as defined below), borrowings under our Revolving Credit Facilities , proceeds from public equity of ferings, cash flows from operations, the sale of certain non-core oil and gas properties and cash settlements of derivative contracts. Our primary uses of cash have been for the acquisition and development of oil and natural gas properties and midstream infrastructure, payment of operating and general and administrative costs, interest payments on outstanding debt and repurchases of Senior Notes. We cont inually monitor potential capital sources, including equity and debt financings and potential asset monetization opportunities, in order to enhance liquidity and decrease leverage. Our future success in growing proved reserves and production will be highly dependent on our ability to access outside sources of capital.
Our cash flows for the six months ended June 30, 2018 and 2017 are presented below:
 
Six Months Ended June 30,
 
2018
 
2017
 
(In thousands)
Net cash provided by operating activities
$
532,016

 
$
209,861

Net cash used in investing activities
(1,156,734
)
 
(259,141
)
Net cash provided by financing activities
625,070

 
49,494

Increase in cash and cash equivalents
$
352

 
$
214

Our cash flows depend on many factors, including the price of oil and natural gas and the success of our development and exploration activities as well as future acquisitions. We actively manage our exposure to commodity price fluctuations by executing derivative transactions to mitigate the change in oil and natural gas prices on a portion of our production, thereby mitigating our exposure to oil and natural gas price declines, but these transactions may also limit our cash flow in periods of rising oil and natural gas prices. For additional information on the impact of changing prices on our financial position, see Item 3 . “ Quantitative and Qualitative Disclosures about Market Risk ” below.
Cash flows provided by operating activities
Net cash provided by operating activities was $532.0 million and $209.9 million for the six months ended June 30, 2018 and 2017 , respectively. The change in cash flows from operating activities for the period ended June 30, 2018 as compared to 2017 was primarily the result of the 38% increase in realized prices for oil and the 7% increase in realized prices for natural gas, coupled with our 25% increase in oil and natural gas production.

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Working capital.  Our working capital fluctuates primarily as a result of changes in commodity pricing and production volumes, capital spending to fund our exploratory and development initiatives and acquisitions, and the impact of our outstanding derivative instruments. We had a working capital deficit of $407.6 million  at June 30, 2018 primarily due to increases in our current liabilities, primarily due to the impact of increases in our accrued liabilities for drilling and development costs coupled with increases in the forward commodity price curve on our short-term derivative instruments. As of  June 30, 2018 , we had  $737.1 million  of liquidity available, including $17.1 million in cash and cash equivalents and $720.0 million of aggregate unused borrowing capacity available under our Revolving Credit Facilities . At June 30, 2017 , we had a working capital deficit of $50.5 million .
Cash flows used in investing activities
Net cash used in investing activities was $1,156.7 million and $259.1 million during the six months ended June 30, 2018 and 2017 , respectively. Net cash used in investing activities during the six months ended June 30, 2018 was primarily attributable to $524.3 million in acquisitions primarily for the Permian Basin Acquisition , coupled with $537.0 million in capital expenditures primarily for drilling and development costs . Net cash used in investing activities during the six months ended June 30, 2017 was primarily attributable to  $252.5 million  in capital expenditures primarily for drilling and development costs.
Our capital expenditures are summarized in the following table:
 
Three Months Ended
 
Six Months Ended June 30, 2018
 
March 31, 2018
 
June 30, 2018
 
 
(In thousands)
Capital expenditures:
 
 
 
 
 
E&P
$
176,937

 
$
280,008

 
$
456,945

Well services
4,262

 
939

 
5,201

Other capital expenditures (1)
6,287

 
5,434

 
11,721

Total capital expenditures before acquisitions and midstream
187,486

 
286,381

 
473,867

Midstream
88,794

 
68,626

 
157,420

Total capital expenditures before acquisitions
276,280

 
355,007

 
631,287

Acquisitions
890,948

 
3,527

 
894,475

Total capital expenditures (2)
$
1,167,228

 
$
358,534

 
$
1,525,762

___________________
(1)
Other capital expenditures include such items as administrative capital and capitalized interest.
(2)
Total capital expenditures reflected in the table above differs from the amounts for capital expenditures and acquisitions shown in the statements of cash flows in our condensed consolidated financial statements because amounts reflected in the table include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statements of cash flows are presented on a cash basis.
Our total 2018 capital expenditure plan is approximately $1,230 million to $1,275 million , which includes approximately $900 million to $930 million for E&P capital expenditures, including approximately $785 million to $805 million focused in the Williston Basin and approximately $115 million to $125 million focused in the Delaware Basin, approximately $290 million to $305 million for infrastructure and midstream capital expenditures and approximately $40 million of other capital expenditures, including capitalized interest, well services equipment and administrative capital.
While we have planned approximately $1,230 million to $1,275 million for these purposes, the ultimate amount of capital we will expend may fluctuate materially based on market conditions and the success of our drilling and operations results as the year progresses. Additionally, if we acquire additional acreage, our capital expenditures may be higher than planned. We believe that cash on hand, including cash flows from operating activities and availability under our Revolving Credit Facilities should be sufficient to fund our  2018  capital expenditure plan and to meet our future obligations. However, because the operated wells funded by our  2018  drilling plan represent only a small percentage of our potential drilling locations, we will be required to generate or raise multiples of this amount of capital to develop our entire inventory of potential drilling locations should we elect to do so.
Our capital plan may further be adjusted as business conditions warrant. The amount, timing and allocation of capital expenditures is largely discretionary and within our control. If oil prices decline substantially or for an extended period of time, we could defer a significant portion of our planned capital expenditures until later periods to prioritize capital projects that we believe have the highest expected returns and potential to generate near-term cash flows. We routinely monitor and adjust our capital expenditures in response to changes in prices, availability of financing, drilling and acquisition costs, industry conditions, the timing of regulatory approvals, the availability of rigs, success or lack of success in drilling activities,

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contractual obligations, internally generated cash flows and other factors both within and outside our control. We actively review acquisition opportunities on an ongoing basis. Our ability to make significant acquisitions for cash would require us to obtain additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all.
Cash flows provided by financing activ ities
Net cash provided by financing activities was $625.1 million and $49.5 million for the six months ended June 30, 2018 and 2017 , respectively. For the six months ended June 30, 2018 , cash provided by financing activities was primarily due to proceeds from the borrowings under our Revolving Credit Facilities , partially offset by principal payments on our Revolving Credit Facilities . Net cash provided by financing activities during the six months ended June 30, 2017 was primarily due to proceeds from the borrowings under our Oasis Credit Facility , partially offset by principal payments on our Oasis Credit Facility . For both the  six months ended June 30, 2018  and  2017 , cash was used in financing activities for the purchases of treasury stock for shares that employees surrendered back to us to pay tax withholdings upon the vesting of restricted stock awards.
Senior secured revolving line of credit . We have the Oasis Credit Facility with an overall senior secured line of credit of $2,500.0 million as of June 30, 2018 . The Oasis Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations on April 1 and October 1 of each year. The maturity date of the Oasis Credit Facility is April 13, 2020. On February 26, 2018 , we entered into an amendment to the Oasis Credit Facility , resulting in the aggregate elected commitment being increased from $1,150.0 million  to $1,350.0 million and two new lenders being added to the bank group. On April 19, 2018 , the lenders under the Oasis Credit Facility completed their regular semi-annual redetermination of the borrowing base scheduled for April 1, 2018 , resulting in us entering into the Twelfth Amendment to the Second Amended and Restated Credit Agreement to the Oasis Credit Facility , which (i) reaffirmed the borrowing base and the aggregate elected commitment at $1,600.0 million and $1,350.0 million , respectively, (ii) removed the legacy anti-cash hoarding provisions, (iii) reduced the coverage threshold with respect to mortgaged properties and (iv) amended the asset sale covenant to give us additional flexibility to trade oil and gas properties. In addition, in connection with such amendment, OP Permian became a guarantor under the Oasis Credit Facility . The next redetermination of the Oasis Credit Facility ’s borrowing base is scheduled for October 1, 2018 .
As of June 30, 2018 , we had $651.0 million of borrowings at a weighted average interest rate of 3.8% and $14.0 million of outstanding letters of credit issued under the Oasis Credit Facility , resulting in an unused borrowing base committed capacity of $685.0 million .
The Oasis Credit Facility contains covenants that include, among others:
•
a prohibition against incurring debt, subject to permitted exceptions;
•
a prohibition against making dividends, distributions and redemptions, subject to permitted exceptions;
•
a prohibition against making investments, loans and advances, subject to permitted exceptions;
•
restrictions on creating liens and leases on our assets and our subsidiaries, subject to permitted exceptions;
•
restrictions on merging and selling assets outside the ordinary course of business;
•
restrictions on use of proceeds, investments, transactions with affiliates or change of principal business;
•
a provision limiting oil and natural gas derivative financial instruments;
•
a requirement that we maintain a ratio of consolidated EBITDAX (as defined in the Oasis Credit Facility ) to consolidated Interest Expense (as defined in the Oasis Credit Facility ) of no less than 2.5 to 1.0 for the four quarters ended on the last day of each quarter;
•
a requirement that we maintain a Current Ratio (as defined in the Oasis Credit Facility ) of consolidated current assets (including unused borrowing base committed capacity and with exclusions as described in the Oasis Credit Facility ) to consolidated current liabilities (with exclusions as described in the Oasis Credit Facility ) of no less than 1.0 to 1.0 as of the last day of any fiscal quarter; and
•
if the Aggregate Elected Commitment Amounts (as defined in the Oasis Credit Facility ) exceed $1,350.0 million, a requirement that we maintain a ratio of total debt (as defined in the Oasis Credit Facility ) to consolidated EBITDAX (as defined in the Oasis Credit Facility ) of no greater than 4.25 to 1.0 for the first two full fiscal quarters ending after the first date on which they exceed $1,350.0 million and no greater than 4.0 to 1.0 for each fiscal quarter thereafter.
The Oasis Credit Facility contains customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Oasis Credit Facility to be immediately due and payable. We were in compliance with the financial covenants of the Oasis Credit Facility as of June 30, 2018 . Given the possible fluctuation in commodity

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prices, we continue to closely monitor our financial covenants and do not anticipate a covenant violation in the next twelve months.
OMP Operating LLC revolving line of credit. Through our majority ownership of OMP , we have the OMP Credit Facility . The  OMP Credit Facility  has a maturity date of September 25, 2022 and is available to fund working capital and to finance acquisitions and other capital expenditures of OMP . The OMP Credit Facility includes a letter of credit sublimit of $10.0 million  and a swingline loans sublimit of $10.0 million . The borrowing capacity on the OMP Credit Facility may be increased up to $400.0 million , subject to certain conditions.
At  June 30, 2018 , we had $165.0 million of borrowings outstanding under the  OMP Credit Facility . As of June 30, 2018 , the weighted average interest rate on borrowings under the OMP Credit Facility was 3.8% .
The OMP Credit Facility includes certain financial covenants as of the end of each fiscal quarter, including a (1) consolidated total leverage ratio, (2) consolidated senior secured leverage ratio and (3) consolidated interest coverage ratio (each covenant as described in the OMP Credit Agreement). All obligations of OMP Operating LLC, as the borrower under the OMP Credit Facility , are unconditionally guaranteed on a joint and several basis by OMP, OMP Operating LLC and Bighorn DevCo LLC. OMP Operating LLC was in compliance with the financial covenants of the OMP Credit Facility at June 30, 2018 .
Senior unsecured notes. As of June 30, 2018 , our long-term debt includes outstanding senior unsecured note obligations of $1,739.4 million for senior unsecured notes with maturities ranging from November 2021 to May 2026 and coupons ranging from 6.25% to 6.875% (the “Senior Notes”). Prior to certain dates, we have the option to redeem some or all of the Senior Notes for cash at certain redemption prices equal to a certain percentage of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date.
On May 14, 2018 , we completed our offering of $400.0 million in aggregate principal amount of our 6.25% senior unsecured notes due 2026 (the “2026 Notes”). We used the net proceeds of $394.4 million from the 2026 Notes to fund the repurchase of certain outstanding senior notes (the “ Tender Offers ”).
On May 25, 2018 , we completed the Tender Offers , and as a result of the Tender Offers , we repurchased an aggregate principal amount of  $390.6 million  of our outstanding Senior Notes, consisting of $31.3 million  principal amount of our  7.25% senior unsecured notes due 2019 (the “2019 Notes”), $323.7 million principal amount of our 6.50%  senior unsecured notes due 2021 and  $35.6 million  principal amount of our  6.875%  senior unsecured notes due 2022 , for an aggregate cost of  $402.0 million , including accrued interest and fees.
On May 29, 2018 , we paid $23.0 million to redeem all of the remaining outstanding 2019 Notes, which payment consisted of the 100% redemption price plus all accrued and unpaid interest on the 2019 Notes. We financed the redemption with borrowings under the Oasis Credit Facility . As a result of the  Tender Offers and the redemption, we recognized a pre-tax loss of $13.7 million , which was net of unamortized deferred financing costs write-offs of  $4.0 million , and is reflected in loss on extinguishment of debt in our Condensed Consolidated Statements of Operations for the  three and six months ended June 30, 2018 . As of June 30, 2018 , no 2019 Notes remained outstanding.
The indentures governing the Senior Notes restrict our ability and the ability of certain of our subsidiaries to: (i) incur additional debt or enter into sale and leaseback transactions; (ii) pay distributions on, redeem or repurchase equity interests; (iii) make certain investments; (iv) incur liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer and sell assets. These covenants are subject to a number of important exceptions and qualifications. If at any time when our Senior Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no default (as defined in the indentures) has occurred and is continuing, many of such covenants will terminate and we will cease to be subject to such covenants. We were in compliance with the terms of the indentures for the Senior Notes as of June 30, 2018 .
Senior unsecured convertible notes. At June 30, 2018 , we had $300.0 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). We have the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at our election. Our intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. Prior to March 15, 2023, the Senior Convertible Notes will be convertible only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Senior Convertible Notes for each trading day of the Measurement Period is less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events, including certain distributions or a fundamental change. On or after March 15, 2023, the Senior Convertible Notes will be convertible at any time until the second scheduled trading day immediately preceding their September 15, 2023 maturity date. The Senior Convertible Notes will be convertible at an initial conversion rate of 76.3650 shares of our common stock per

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$1,000 principal amount of the Senior Convertible Notes, which is equivalent to an initial conversion price of approximately $13.10 . The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or a notice of redemption, we will increase the conversion rate for a holder who elects to convert its Senior Convertible Notes in connection with such corporate event or redemption in certain circumstances. As of June 30, 2018 , none of the contingent conditions allowing holders of the Senior Convertible Notes to convert these notes had been met. In addition, we were in compliance with the terms of the indentures for the Senior Convertible Notes as of June 30, 2018 .
Interest on the Senior Notes and the Senior Convertible Notes (collectively, the “Notes”) is payable semi-annually in arrears. The Notes are guaranteed on a senior unsecured basis by our material subsidiaries.
Non-GAAP Financial Measures
Cash Interest, Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share are supplemental non-GAAP financial measures that are used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. These non-GAAP measures should not be considered in isolation or as a substitute for interest expense, net income (loss), operating income (loss), net cash provided by (used in) operating activities, earnings (loss) per share or any other measures prepared under GAAP. Because Cash Interest, Adjusted EBITDA, Free Cash Flow, Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share exclude some but not all items that affect net income (loss) and may vary among companies, the amounts presented may not be comparable to similar metrics of other companies.
Cash Interest
We define Cash Interest as interest expense plus capitalized interest less amortization and write-offs of deferred financing costs and debt discounts included in interest expense. Cash Interest is not a measure of interest expense as determined by GAAP. Management believes that the presentation of Cash Interest provides useful additional information to investors and analysts for assessing the interest charges incurred on our debt, excluding non-cash amortization, and our ability to maintain compliance with our debt covenants.
The following table presents a reconciliation of the GAAP financial measure of interest expense to the non-GAAP financial measure of Cash Interest for the periods presented:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Interest expense
$
40,910

 
$
36,838

 
$
78,056

 
$
73,159

Capitalized interest
4,227

 
2,816

 
8,678

 
5,636

Amortization of deferred financing costs
(1,937
)
 
(1,709
)
 
(3,698
)
 
(3,399
)
Amortization of debt discount
(2,731
)
 
(2,480
)
 
(5,349
)
 
(4,835
)
Cash Interest
$
40,469

 
$
35,465

 
$
77,687

 
$
70,561

Adjusted EBITDA and Free Cash Flow
We define Adjusted EBITDA as earnings (loss) before interest expense, income taxes, DD&A, exploration expenses and other similar non-cash or nonrecurring charges. Adjusted EBITDA is not a measure of net income (loss) or cash flows as determined by GAAP. Management believes that the presentation of Adjusted EBITDA provides useful additional information to investors and analysts for assessing our results of operations, financial performance and our ability to generate cash from our business operations without regard to our financing methods or capital structure coupled with our ability to maintain compliance with our debt covenants.
We define Free Cash Flow as Adjusted EBITDA less Cash Interest and capital expenditures, excluding capitalized interest. Free Cash Flow is not a measure of net income (loss) or cash flows as determined by GAAP. Management believes that the presentation of Free Cash Flow provides useful additional information to investors and analysts for assessing our financial performance as compared to our peers and our ability to generate cash from our business operations after interest and capital spending. In addition, Free Cash Flow excludes changes in operating assets and liabilities that relate to the timing of cash receipts and disbursements, which we may not control, and changes in operating assets and liabilities may not relate to the period in which the operating activities occurred.
The following table presents reconciliations of the GAAP financial measures of net income (loss) including non-controlling interests and net cash provided by (used in) operating activities to the non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow for the periods presented:

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Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Net income (loss) including non-controlling interests
$
(316,301
)
 
$
16,568

 
$
(312,589
)
 
$
40,393

Gain on sale of properties
(1,954
)
 
—

 
(1,954
)
 
—

Loss on extinguishment of debt
13,651

 
—

 
13,651

 
—

Net (gain) loss on derivative instruments
120,285

 
(50,532
)
 
191,401

 
(106,607
)
Derivative settlements (1)
(59,849
)
 
(939
)
 
(96,823
)
 
(8,899
)
Interest expense, net of capitalized interest
40,910

 
36,838

 
78,056

 
73,159

Depreciation, depletion and amortization
153,570

 
125,291

 
302,835

 
251,957

Impairment
384,135

 
3,200

 
384,228

 
5,882

Exploration expenses
617

 
1,667

 
1,386

 
3,156

Equity-based compensation expenses
7,376

 
7,115

 
14,130

 
13,823

Income tax (benefit) expense
(101,001
)
 
2,339

 
(100,173
)
 
18,376

Other non-cash adjustments
(226
)
 
(213
)
 
(17
)
 
699

Adjusted EBITDA
241,213

 
141,334

 
474,131

 
291,939

Adjusted EBITDA attributable to non-controlling interests
5,148

 
—

 
9,452

 
—

Adjusted EBITDA attributable to Oasis
236,065

 
141,334

 
464,679

 
291,939

Cash Interest
(40,469
)
 
(35,465
)
 
(77,687
)
 
(70,561
)
Capital expenditures (2)
(358,534
)
 
(172,975
)
 
(1,525,762
)
 
(282,770
)
Capitalized interest
4,227

 
2,816

 
8,678

 
5,636

Free Cash Flow
$
(158,711
)
 
$
(64,290
)
 
$
(1,130,092
)

$
(55,756
)
 
 
 
 
 



Net cash provided by operating activities
$
303,657

 
$
102,062

 
$
532,016

 
$
209,861

Derivative settlements (1)  
(59,849
)
 
(939
)
 
(96,823
)
 
(8,899
)
Interest expense, net of capitalized interest
40,910

 
36,838

 
78,056

 
73,159

Exploration expenses
617

 
1,667

 
1,386

 
3,156

Deferred financing costs amortization and other
(5,043
)
 
(3,931
)
 
(10,518
)
 
(8,871
)
Current tax expense
120

 
—

 
120

 
—

Changes in working capital
(38,973
)
 
5,850

 
(30,089
)
 
22,834

Other non-cash adjustments
(226
)
 
(213
)
 
(17
)
 
699

Adjusted EBITDA
241,213

 
141,334

 
474,131

 
291,939

Adjusted EBITDA attributable to non-controlling interests
5,148

 
—

 
9,452

 
—

Adjusted EBITDA attributable to Oasis
236,065

 
141,334

 
464,679

 
291,939

Cash Interest
(40,469
)
 
(35,465
)
 
(77,687
)
 
(70,561
)
Capital expenditures (2)
(358,534
)
 
(172,975
)
 
(1,525,762
)
 
(282,770
)
Capitalized interest
4,227

 
2,816

 
8,678

 
5,636

Free Cash Flow
$
(158,711
)
 
$
(64,290
)
 
$
(1,130,092
)

$
(55,756
)
___________________
(1)
Cash settlements represent the cumulative gains and losses on our derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(2)
Capital expenditures (including acquisitions) reflected in the table above differ from the amounts shown in the statements of cash flows in our condensed consolidated financial statements because amounts reflected in the table include changes in accrued liabilities from the previous reporting period for capital expenditures, while the amounts presented in the statement of cash flows are presented on a cash basis. Acquisitions totaled $3.5 million and $2.2 million for the three months ended June 30, 2018 and 2017 , respectively, and $894.5 million and $4.8 million for the six months ended June 30, 2018  and  2017 , respectively.

50
Table of Contents


The following tables present reconciliations of the GAAP financial measure of income (loss) before income taxes including non-controlling interests to the non-GAAP financial measure of Adjusted EBITDA for our three reportable business segments on a gross basis for the periods presented:
Exploration and Production
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Income (loss) before income taxes including non-controlling interests
$
(454,662
)
 
$
(3,900
)
 
$
(482,847
)
 
$
16,836

Gain on sale of properties
(1,954
)
 
—

 
(1,954
)
 
—

Loss on extinguishment of debt
13,651

 
—

 
13,651

 
—

Net (gain) loss on derivative instruments
120,285

 
(50,532
)
 
191,401

 
(106,607
)
Derivative settlements (1)  
(59,849
)
 
(939
)
 
(96,823
)
 
(8,899
)
Interest expense, net of capitalized interest
40,727

 
36,838

 
77,611

 
73,159

Depreciation, depletion and amortization
149,250

 
122,785

 
294,454

 
247,193

Impairment
384,135

 
3,200

 
384,228

 
5,882

Exploration expenses
617

 
1,667

 
1,386

 
3,156

Equity-based compensation expenses
7,012

 
6,897

 
13,463

 
13,395

Other non-cash adjustments
(226
)
 
(213
)
 
(17
)
 
699

Adjusted EBITDA
$
198,986


$
115,803

 
$
394,553

 
$
244,814

___________________
(1)
Cash settlements represent the cumulative gains and losses on our derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
Midstream Services
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Income before income taxes including non-controlling interests
$
37,815

 
$
23,106

 
$
69,796

 
$
43,867

Interest expense, net of capitalized interest
183

 
—

 
445

 
—

Depreciation, depletion and amortization
6,900

 
3,753

 
13,529

 
7,211

Equity-based compensation expenses
409

 
365

 
780

 
713

Adjusted EBITDA
$
45,307

 
$
27,224

 
$
84,550

 
$
51,791

Well Services
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Income (loss) before income taxes including non-controlling interests
$
8,051

 
$
1,950

 
$
16,158

 
$
(1,637
)
Depreciation, depletion and amortization
3,930

 
3,057

 
7,619

 
6,222

Equity-based compensation expenses
409

 
338

 
795

 
734

Adjusted EBITDA
$
12,390

 
$
5,345

 
$
24,572

 
$
5,319


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Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share
We define Adjusted Net Income (Loss) Attributable to Oasis as net income (loss) after adjusting for (1) the impact of certain non-cash items, including non-cash changes in the fair value of derivative instruments, impairment and other similar non-cash charges, or non-recurring items, (2) the impact of net income attributable to non-controlling interests and (3) the non-cash and non-recurring items’ impact on taxes based on our effective tax rate applicable to those adjusting items, excluding net income attributable to non-controlling interests, in the same period. Adjusted Net Income (Loss) Attributable to Oasis is not a measure of net income (loss) as determined by GAAP. We define Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share as Adjusted Net Income (Loss) Attributable to Oasis divided by diluted weighted average shares outstanding. Management believes that the presentation of Adjusted Net Income (Loss) Attributable to Oasis and Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share provides useful additional information to investors and analysts for evaluating our operational trends and performance in comparison to our peers. This measure is more comparable to earnings estimates provided by securities analysts, and charges or amounts excluded cannot be reasonably estimated and are excluded from guidance provided by the Company.
The following table presents reconciliations of the GAAP financial measure of net income (loss) attributable to Oasis to the non-GAAP financial measure of Adjusted Net Income (Loss) Attributable to Oasis and the GAAP financial measure of diluted earnings (loss) attributable to Oasis per share to the non-GAAP financial measure of Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share for the periods presented:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands, except per share data)
Net income (loss) attributable to Oasis
$
(320,204
)
 
$
16,568

 
$
(319,614
)
 
$
40,393

Gain on sale of properties
(1,954
)
 
—

 
(1,954
)
 
—

Loss on extinguishment of debt
13,651

 
—

 
13,651

 
—

Net (gain) loss on derivative instruments
120,285

 
(50,532
)
 
191,401

 
(106,607
)
Derivative settlements (1)
(59,849
)
 
(939
)
 
(96,823
)
 
(8,899
)
Impairment
384,135

 
3,200

 
384,228

 
5,882

Amortization of deferred financing costs
1,937

 
1,709

 
3,698

 
3,399

Amortization of debt discount
2,731

 
2,480

 
5,349

 
4,835

Other non-cash adjustments
(226
)
 
(213
)
 
(17
)
 
699

Tax impact (2)
(109,356
)
 
16,575

 
(118,571
)
 
37,679

Adjusted Net Income (Loss) Attributable to Oasis
$
31,150


$
(11,152
)
 
$
61,348

 
$
(22,619
)
 





 
 
 
 
Diluted earnings (loss) attributable to Oasis per share
$
(1.02
)
 
$
0.07

 
$
(1.06
)
 
$
0.20

Gain on sale of properties
(0.01
)
 
—

 
(0.01
)
 
—

Loss on extinguishment of debt
0.04

 
—

 
0.04

 
—

Net (gain) loss on derivative instruments
0.38

 
(0.22
)
 
0.63

 
(0.46
)
Derivative settlements (1)
(0.19
)
 
—

 
(0.32
)
 
(0.04
)
Impairment
1.23

 
0.01

 
1.26

 
0.03

Amortization of deferred financing costs
0.01

 
0.01

 
0.01

 
0.01

Amortization of debt discount
0.01

 
0.01

 
0.02

 
0.02

Other non-cash adjustments
—

 
—

 
—

 
—

Tax impact (2)
(0.35
)
 
0.07

 
(0.37
)
 
0.16

Adjusted Diluted Earnings (Loss) Attributable to Oasis Per Share
$
0.10


$
(0.05
)
 
$
0.20

 
$
(0.08
)
 



 
 
 
 
Diluted weighted average shares outstanding (3)
315,664

 
233,283

 
304,859

 
233,176

 
 
 
 
 
 
 
 
Effective tax rate applicable to adjustment items
23.7
%
 
37.4
%
 
23.7
%
 
37.4
%
___________________

52
Table of Contents


(1)
Cash settlements represent the cumulative gains and losses on our derivative instruments for the periods presented and do not include a recovery of costs that were paid to acquire or modify the derivative instruments that were settled.
(2)
The tax impact is computed utilizing our effective tax rate applicable to the adjustments for certain non-cash and non-recurring items.
(3)
No unvested stock awards were included in computing Adjusted Diluted Loss Attributable to Oasis Per Share for the three and six months ended June 30, 2017 because the effect was anti-dilutive due to Adjusted Net Loss . For the  three and six months ended June 30, 2018 , we included 2,592,000 and 3,207,000 of u nvested stock awards in computing Adjusted Diluted Income Attributable to Oasis Per Share for the three and six months ended June 30, 2018 , respectively, due to the dilutive effect under the treasury stock method.
Fair Value of Financial Instruments
See Note 6 – Fair Value Measurements to our unaudited condensed consolidated financial statements for a discussion of our money market funds and derivative instruments and their related fair value measurements. See also Item  3 . “ Quantitative and Qualitative Disclosures about Market Risk ” below.
Critical Accounting Policies and Estimates
There have been no material changes in our critical accounting policies and estimates from those disclosed in our 2017 Annual Report. See Note 2 – Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements for a discussion of additional accounting policies and estimates made by management.
Item  3 . — Quantitative and Qualitative Disclosures about Market Risk
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in prices for oil, natural gas and natural gas liquids, and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading. The following market risk disclosures should be read in conjunction with the quantitative and qualitative disclosures about market risk contained in our 2017 Annual Report, as well as with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.
We are exposed to a variety of market risks, including commodity price risk, interest rate risk and counterparty and customer risk. We address these risks through a program of risk management, including the use of derivative instruments.
Commodity price exposure risk. We are exposed to market risk as the prices of oil and natural gas fluctuate as a result of changes in supply and demand and other factors. To partially reduce price risk caused by these market fluctuations, we have entered into derivative instruments in the past and expect to enter into derivative instruments in the future to cover a significant portion of our future production.
We utilize derivative financial instruments to manage risks related to changes in oil and natural gas prices. Our crude oil contracts will settle monthly based on the average NYMEX WTI and the average ICE Brent crude oil index prices. The Company’s natural gas contracts will settle monthly based on the average NYMEX HH natural gas index price.
As of June 30, 2018 , we utilized fixed price swaps, basis swaps and two-way and three-way costless collars to reduce the price volatility associated with certain of our oil and natural gas. Our fixed price swaps are comprised of a sold call and a purchased put established at the same price (both ceiling and floor), which we will receive for the volumes under contract. A basis swap transaction has an established fixed basis differential corresponding to two floating index prices. Depending on the difference of the two floating index prices in relation to the fixed basis differential, we either receive an amount from its counterparty, or pay an amount to its counterparty, equal to the difference multiplied by the hedged contract volume. A two-way collar is a combination of options: a sold call and a purchased put. The purchased put establishes a minimum price (floor) and the sold call establishes a maximum price (ceiling) we will receive for the volumes under contract. A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be the NYMEX index price plus the difference between the purchased put and the sold put strike price. The sold call establishes a maximum price (ceiling) we will receive for the volumes under contract.
We recognize all derivative instruments at fair value. The credit standing of our counterparties is analyzed and factored into the fair value amounts recognized on the balance sheet. Derivative assets and liabilities arising from our derivative contracts with the same counterparty are also reported on a net basis, as all counterparty contracts provide for net settlement.

53


The following is a summary of our derivative contracts as of June 30, 2018 :
Commodity
 
Settlement
Period
 
Derivative
Instrument
 
Index
 
Volumes
 
Weighted Average Prices
 
Fair Value
Asset
(Liability)
 
 
 
 
 
Fixed Price Swaps
Basis Swaps
Sub-Floor
Floor
Ceiling
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Crude oil
 
2018
 
Fixed price swaps
 
NYMEX WTI
 
7,745,000

Bbl
 
$
53.02

 
 
 
 
 
$
(133,352
)
Crude oil
 
2018
 
Basis swaps
 
NYMEX WTI-ICE BRENT
 
153,000

Bbl
 
 
$
(10.50
)
 
 
 
 
471

Crude oil
 
2018
 
Two-way collar
 
NYMEX WTI
 
549,000

Bbl
 
 
 
 
$
48.67

$
53.07

 
(9,479
)
Crude oil
 
2019
 
Fixed price swaps
 
NYMEX WTI
 
5,613,000

Bbl
 
$
53.33

 
 
 
 
 
(69,121
)
Crude oil
 
2019
 
Basis swaps
 
NYMEX WTI-ICE BRENT
 
212,000

Bbl
 
 
$
(10.50
)
 
 
 
 
353

Crude oil
 
2019
 
Two-way collar
 
NYMEX WTI
 
761,000

Bbl
 
 
 
 
$
52.03

$
69.03

 
(2,500
)
Crude oil
 
2019
 
Three-way collar
 
NYMEX WTI
 
3,368,000

Bbl
 
 
 
$
40.54

$
51.03

$
68.68

 
(12,060
)
Crude oil
 
2020
 
Fixed price swaps
 
NYMEX WTI
 
403,000

Bbl
 
$
53.47

 
 
 
 
 
(3,557
)
Crude oil
 
2020
 
Two-way collar
 
NYMEX WTI
 
62,000

Bbl
 
 
 
 
$
52.50

$
71.25

 
(30
)
Crude oil
 
2020
 
Three-way collar
 
NYMEX WTI
 
279,000

Bbl
 
 
 
$
40.00

$
50.56

$
67.80

 
(876
)
Natural gas
 
2018
 
Fixed price swaps
 
NYMEX HH
 
6,440,000

MMbtu
 
$
3.02

 
 
 
 
 
403

Natural gas
 
2019
 
Fixed price swaps
 
NYMEX HH
 
1,353,000

MMbtu
 
$
2.96

 
 
 
 
 
(44
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(229,792
)
A 10% increase in crude oil prices would decrease the fair value of our derivative position by approximately $109.3 million , while a 10% decrease in crude oil prices would increase the fair value by approximately $105.0 million .
Interest rate risk. We had (i) $71.8 million of senior unsecured notes at a fixed cash interest rate of 6.50%  per annum, (ii)  $1,267.6 million of senior unsecured notes at a fixed cash interest rate of 6.875%  per annum, (iii) $300.0 million of senior unsecured convertible notes at a fixed cash interest rate of 2.625% per annum and (iv) $400.0 million of senior unsecured notes at a fixed cash interest rate of 6.25%  per annum outstanding at June 30, 2018 .
At June 30, 2018 , we had $651.0 million of borrowings and $14.0 million of outstanding letters of credit issued under the Oasis Credit Facility , which were subject to varying rates of interest based on (1) the total outstanding borrowings (including the value of all outstanding letters of credit) in relation to the borrowing base and (2) whether the loan is a LIBOR loan or a domestic bank prime interest rate loan (defined in each of the Revolving Credit Facilities as an Alternate Based Rate or “ABR” loan). At June 30, 2018 , the outstanding borrowings under the Oasis Credit Facility bore interest at LIBOR plus a 1.75% margin.
At June 30, 2018 , we had $165.0 million of borrowings issued under the OMP Credit Facility , which were subject to a per annum interest rate equal to the applicable margin (as described below) plus (i) with respect to Eurodollar Loans, the Adjusted LIBO Rate (as defined in the OMP Credit Facility ) or (ii) with respect to ABR Loans, the greatest of (A) the Prime Rate in effect on such day, (B) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% or (C) the Adjusted LIBO Rate for a one-month interest period on such day plus 1.00% (each as defined in the OMP Credit Facility ). The applicable margin for borrowings under the OMP Credit Facility varies from (a) in the case of Eurodollar Loans, 1.75% to 2.75%, and (b) in the case of ABR Loans or swingline loans, 0.75% to 1.75%. The unused portion of the OMP Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%. At June 30, 2018 , the outstanding borrowings under the OMP Credit Facility bore interest at LIBOR plus a 1.75% margin.
We do not currently, but may in the future, utilize interest rate derivatives to alter interest rate exposure in an attempt to reduce interest rate expense related to debt issued under the Oasis Credit Facility or the OMP Credit Facility . Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio.

54


Counterparty and customer credit risk. Joint interest receivables arise from billing entities which own partial interest in the wells we operate. These entities participate in our wells primarily based on their ownership in leases on which we choose to drill. We have limited ability to control participation in ou r wells. No bad debt expense was recorded during the three and six months ended June 30, 2018 . We are also subject to credit risk due to concentration of our oil and natural gas rec eivables with several significant customers. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.
While we do not require all of our customers to post collateral and we do not have a formal process in place to evaluate and assess the credit standing of our significant customers for oil and natural gas receivables and the counterparties on our derivative instruments, we do evaluate the credit standing of such counterparties as we deem appropriate under the circumstances. This evaluation may include reviewing a counterparty’s credit rating, latest financial information and, in the case of a customer with which we have receivables, their historical payment record, the financial ability of the customer’s parent company to make payment if the customer cannot and undertaking the due diligence necessary to determine credit terms and credit limits. Several of our significant customers for oil and natural gas receivables have a credit rating below investment grade or do not have rated debt securities. In these circumstances, we have considered the lack of investment grade credit rating in addition to the other factors described above.
In addition, our oil and natural gas derivative arrangements expose us to credit risk in the event of nonperformance by counterparties. However, in order to mitigate the risk of nonperformance, we only enter into derivative contracts with counterparties that are high credit-quality financial institutions, most of which are Lenders under the Oasis Credit Facility. This risk is also managed by spreading our derivative exposure across several institutions and limiting the volumes placed under individual contracts. We are likely to enter into future derivative instruments with these or other Lenders under the Oasis Credit Facility, which also carry investment grade ratings. Furthermore, the agreements with each of the counterparties on our derivative instruments contain netting provisions. As a result of these netting provisions, our maximum amount of loss due to credit risk is limited to the net amounts due to and from the counterparties under the derivative contracts. We had a net derivative liability position of $229.8 million at June 30, 2018 .
As permitted under our investments policy, we may purchase commercial paper instruments from high credit quality counterparties. These counterparties may include issuers in a variety of industries including the domestic and foreign financial sector. This risk is managed by our investment policy including minimum credit ratings thresholds and maximum counterparty exposure values. Although we do not anticipate any of our commercial paper issuers failing to pay us upon maturity, we take a risk in purchasing the commercial paper instruments available in the marketplace. If an issuer fails to repay us at maturity from commercial paper proceeds, it could take a significant amount of time to recover a portion of or all of the assets originally invested. Our commercial paper balance was  $36,000  at June 30, 2018 .
Item 4. — Controls and Procedures
Evaluation of disclosure controls and procedures. As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), our principal executive officer, and our Chief Financial Officer (“CFO”), our principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2018 . Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at June 30, 2018 .
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

55
Table of Contents


PART II — OTHER INFORMATION
Item 1. — Legal Proceedings
Mirada litigation. On March 23, 2017, Mirada Energy, LLC, Mirada Wild Basin Holding Company, LLC and Mirada Energy Fund I, LLC (collectively, “Mirada”) filed a lawsuit against Oasis Petroleum Inc., OPNA and Oasis Midstream Services LLC, seeking monetary damages in excess of $100 million , declaratory relief, attorneys’ fees and costs (Mirada Energy, LLC, et al. v. Oasis Petroleum North America LLC, et al.; in the 334th Judicial District Court of Harris County, Texas; Case Number 2017-19911). Mirada asserts that it is a working interest owner in certain acreage owned and operated by the Company in Wild Basin. Specifically, Mirada asserts that the Company has breached certain agreements by: (1) failing to allow Mirada to participate in the Company’s midstream operations in Wild Basin; (2) refusing to provide Mirada with information that Mirada contends is required under certain agreements and failing to provide information in a timely fashion; (3) failing to consult with Mirada and failing to obtain Mirada’s consent prior to drilling more than one well at a time in Wild Basin; and (4) by overstating the estimated costs of proposed well operations in Wild Basin. Mirada seeks a declaratory judgment that the Company be removed as operator in Wild Basin at Mirada’s election and that Mirada be allowed to elect a new operator; certain agreements apply to the Company and Mirada and Wild Basin with respect to this dispute; the Company be required to provide all information within its possession regarding proposed or ongoing operations in Wild Basin; and the Company not be permitted to drill, or propose to drill, more than one well at a time in Wild Basin without obtaining Mirada’s consent. Mirada also seeks a declaratory judgment with respect to the Company’s current midstream operations in Wild Basin. Specifically, Mirada seeks a declaratory judgment that Mirada has a right to participate in the Company’s Wild Basin midstream operations, consisting of produced water disposal, crude oil gathering and gas gathering and processing; that, upon Mirada’s election to participate, Mirada is obligated to pay its proportionate costs of the Company’s midstream operations in Wild Basin; and that Mirada would then be entitled to receive a share of revenues from the midstream operations and would not be charged any amount for its use of these facilities for production from the “Contract Area .”
On June 30, 2017, Mirada amended its original petition to add a claim that the Company has breached certain agreements by charging Mirada for midstream services provided by its affiliates and to seek a declaratory judgment that Mirada is entitled to be paid its share of total proceeds from the sale of hydrocarbons received by OPNA or any affiliate of OPNA without deductions for midstream services provided by OPNA or its affiliates.
On February 2, 2018 and February 16, 2018, Mirada filed a second and third amended petition, respectively. In these filings, Mirada alleges new legal theories for being entitled to enforce the underlying contracts, and added Bighorn DevCo LLC, Bobcat DevCo LLC and Beartooth DevCo LLC as defendants, asserting that these entities were created in bad faith in an effort to avoid contractual obligations owed to Mirada.
The Company believes that Mirada’s claims are without merit, that the Company has complied with its obligations under the applicable agreements and that some of Mirada’s claims are grounded in agreements which do not apply to the Company. The Company filed an answer denying all of Mirada’s claims and intends and continues to vigorously defend against Mirada’s claims. Discovery is ongoing, and each of the parties has made a number of procedural filings and motions, and additional filings and motions can be expected over the course of the claim. T rial is currently scheduled for May 2019 . However, the Company cannot predict or guarantee the ultimate outcome or resolution of such matter. If such matter were to be determined adversely to the Company’s interests, or if the Company were forced to settle such matter for a significant amount, such resolution or settlement could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Such an adverse determination could materially impact the Company’s ability to operate its properties in Wild Basin or develop its identified drilling locations in Wild Basin on its current development schedule. A determination that Mirada has a right to participate in the Company’s midstream operations could materially reduce the interests of the Company in their current assets and future midstream opportunities and related revenues in Wild Basin. In addition, the Company has agreed to indemnify OMP for any losses resulting from this litigation under the omnibus agreement it entered into with OMP at the time of OMP’s initial public offering.
Department of Health. In 2016, a group of Bakken oil and gas producers formed a task force to engage with the North Dakota Department of Health (“DOH”) to address industry compliance with applicable air emissions requirements. This task force collaborated with regulators to establish industry best practice guidelines for managing emissions compliance, and also produced a consent decree which producers designed to resolve prior noncompliance. The Company participated as a member of the task force and entered into a Consent Decree with the DOH in November 2017. On June 29, 2018, we paid a fine, agreed to pursuant to the Consent Decree, of approximately $0.2 million to the DOH. We have also complied with the inspection and maintenance program established by the task force and set forth in the Consent Decree.

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Item 1A. — Risk Factors
Our business faces many risks. Any of the risks discussed elsewhere in this Form 10-Q and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.
For a discussion of our potential risks and uncertainties, see the information in Item 1A. “Risk Factors” in our 2017 Annual Report. Other than as described below, there have been no material changes in our risk factors from those described in our 2017 Annual Report.
The 2015 final rule attempting to clarify federal jurisdiction under the Clean Water Act (“CWA”) over waters of the United States has had its implementation date extended to February 2020, while lawsuits challenging the 2015 rule resume in federal district court.
In June 2015, the U.S. Environmental Protection Agency (“EPA”) and the U.S. Army Corps of Engineers (“Corps”) published a final rule outlining their position on federal jurisdictional reach over waters of the United States, including jurisdictional wetlands, but legal challenges to this rule followed, and the rule was stayed nationwide, pending resolution of the court challenges. In January 2017, the U.S. Supreme Court accepted review of the rule to determine whether jurisdiction rests with the federal district or appellate courts and, in a decision issued in January 2018, held that legal challenges of the rule must be heard at the district rather than appellate court level. The stay on the 2015 rule was lifted in February 2018 and, in March 2018, a judge resumed a lawsuit in which a North Dakota-led coalition of states are challenging the June 2015 rule. Notwithstanding legal challenges to the 2015 rule, the EPA and the Corps published a final rule in February 2018 specifying that the contested 2015 rule would not take effect until February 6, 2020. As a result, future implementation of the 2015 rule is uncertain at this time. To the extent the 2015 rule or a revised rule expands the scope of the CWA’s jurisdiction in areas where we operate, it could impose additional permitting obligations on our operations.
Item 2. — Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered sales of securities. There were no sales of unregistered equity securities during the period covered by this report.
Issuer purchases of equity securities. The following table contains information about our acquisition of equity securities during the three months ended June 30, 2018 :
Period
 
Total Number
of Shares
Exchanged (1)
 
Average Price
Paid
per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 
Maximum Number (or Approximate
Dollar Value) of Shares that May Be
Purchased Under the
Plans or Programs
April 1 - April 30, 2018
 
955

 
$
7.97

 
—

 
—

May 1 - May 31, 2018
 
314

 
10.89

 
—

 
—

June 1 - June 30, 2018
 
2,404

 
13.19

 
—

 
—

Total
 
3,673

 
$
11.63

 
—

 
—

___________________ 
(1)
Represents shares that employees surrendered back to us to pay tax withholdings upon the vesting of restricted stock awards. These repurchases were not part of a publicly announced program to repurchase shares of our common stock, nor do we have a publicly a nnounced program to repurchase shares of our common stock.
Item 6. — Exhibits
Exhibit
No.
 
Description of Exhibit
 
 
 
 
Conformed version of Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc., as amended by amendment filed on July 25, 2018.
 
 
 
 
Seventh Supplemental Indenture (to the Indenture dated as of February 2, 2011) dated as of April 27, 2018 among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).
 
 
 
 
Eighth Supplemental Indenture (to the Indenture dated as of November 10, 2011) dated as of April 27, 2018 among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).
 
 
 
 
Indenture, dated as of May 14, 2018, among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K on May 18, 2018 and incorporated herein by reference).
 
 
 
 
Eighth Supplemental Indenture, dated as of May 14, 2018, among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K on May 18, 2018 and incorporated herein by reference).
 
 
 
 
Ninth Supplemental Indenture, dated as of May 14, 2018, among the Company, the Guarantors and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K on May 18, 2018 and incorporated herein by reference).
 
 
 
 
Twelfth Amendment to Second Amended and Restated Credit Agreement, dated as of April 19, 2018, by and among Oasis Petroleum North America LLC, as borrower, the guarantors party thereto, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and incorporated herein by reference).
 
 
 
 
Form of Restricted Stock Award Grant Notice
 
 
 
 
Form of Restricted Stock Award Agreement
 
 
 
 
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.
___________________
(a)
Filed herewith.
(b)
Furnished herewith.
* This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K which requires a conformed version of our charter reflecting all amendments in one document. The exhibit reflects our Amended and Restated Certificate of Incorporation as filed with the Delaware Secretary of State on June 22, 2010, revised for the amendments filed on June 30, 2016 and July 25, 2018, which changed the first sentence of Article Four by increasing the total number of authorized shares from 350,000,000 to 950,000,000 and the total authorized common shares from 300,000,000 to 900,000,000, as approved by shareholders on May 4, 2016 and May 3, 2018.




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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OASIS PETROLEUM INC.
 
 
 
 
 
Date:
August 7, 2018
 
By:
 
/s/ Thomas B. Nusz
 
 
 
 
 
 
 
Thomas B. Nusz
 
 
 
 
 
 
 
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Michael H. Lou
 
 
 
 
 
 
 
Michael H. Lou
 
 
 
 
 
 
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


58
        

EXHIBIT 3.1
Explanatory Note: This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K which requires a conformed version of our charter reflecting all amendments in one document. Therefore, the document below reflects the Amended and Restated Certificate of Incorporation of Oasis Petroleum Inc. as filed with the Delaware Secretary of State on June 22, 2010 revised for amendments filed on June 30, 2016 and July 25, 2018, which changed the first sentence of Article Fourth by increasing the total number of authorized shares from 350,000,000 to 950,000,000 and the total authorized common shares from 300,000,000 to 900,000,000 as approved by shareholders on May 4, 2016 and May 3, 2018.



CONFORMED VERSION OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
OASIS PETROLEUM INC.
AS AMENDED BY AMENDMENT
FILED ON JULY 25, 2018

The original Certificate of Incorporation of Oasis Petroleum Inc. (the “ Corporation ”) was filed with the Secretary of State of the State of Delaware on February 25, 2010.
This Certificate of Incorporation has been declared advisable by the board of directors of the Corporation (the “ Board ”), duly adopted by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 103, 228, 242 and 245 of the General Corporation Law of the State of Delaware (the “ DGCL ”).
The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:
FIRST: The name of the corporation is Oasis Petroleum Inc. (the “ Corporation ”).
SECOND: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in New Castle County, Delaware. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 950,000,000 shares of capital stock, classified as (i) 50,000,000 shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”), and (ii) 900,000,000 shares of common stock, par value $0.01 per share (“ Common Stock ”).

1


The designations and the powers, preferences, rights, qualifications, limitations and restrictions of the Preferred Stock and Common Stock are as follows:
1. Provisions Relating to the Preferred Stock.
(a)    The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, and rights, and qualifications, limitations, and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such class or series adopted by the board of directors of the Corporation as hereafter prescribed (a “ Preferred Stock Designation ”).
(b)      Authority is hereby expressly granted to and vested in the board of directors of the Corporation to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each class or series of the Preferred Stock, including, but not limited to, the following:
(i)      whether or not the class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;
(ii)    the number of shares to constitute the class or series and the designations thereof;
(iii)      the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any class or series;
(iv)      whether or not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;
(v)      whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;
(vi)      the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or

2


series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;
(vii)      the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;
(viii)      whether or not the shares of any class or series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and
(ix)      such other special rights and protective provisions with respect to any class or series as may to the board of directors of the Corporation seem advisable.
(c)      The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The board of directors of the Corporation may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The board of directors of the Corporation may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series authorized and unissued shares of the Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock.
 

     2.      Provisions Relating to the Common Stock.
(a)    Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may otherwise be provided in this Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders.
(b)      Notwithstanding the foregoing, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation

3


(including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware.
(c)      Subject to the prior rights and preferences, if any, applicable to shares of the Preferred Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon by the board of directors at any time and from time to time out of any funds of the Corporation legally available therefor.
(d)      In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock or any class or series thereof, the holders of shares of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them. A liquidation, dissolution or winding-up of the Corporation, as such terms are used in this Paragraph (d), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.
3.      General
(a)      Subject to the foregoing provisions of this Certificate of Incorporation and any then-existing Preferred Stock Designation, the Corporation may issue shares of its Preferred Stock and Common Stock from time to time for such consideration (not less than the par value thereof) as may be fixed by the board of directors of the Corporation, which is expressly authorized to fix the same in its absolute and uncontrolled discretion subject to the foregoing conditions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.
(b)    The Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the Corporation's capital stock of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument(s) approved by the board of directors of the Corporation. The board of directors of the Corporation shall be empowered to set the exercise price, duration, times for exercise, and other terms of such options or rights; provided, however , that the consideration to be received for any shares of capital stock subject thereto shall not be less than the par value thereof.
(c)    The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any

4


equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.
FIFTH:
(a)    Prior to the 2010 annual meeting of stockholders of the Corporation, all of the directors shall be elected annually at the annual meeting of stockholders.
(b)    Commencing with the 2010 annual meeting of stockholders of the Corporation, the directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the term of office of the first class to expire at the 2011 annual meeting of stockholders, the term of office of the second class to expire at the 2012 annual meeting of stockholders and the term of office of the third class to expire at the 2013 annual meeting of stockholders, with each director to hold office until his or her successor shall have been duly elected and qualified. At each annual meeting of stockholders, commencing with the 2011 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created.
The number of directors of the Corporation shall be as specified in, or determined in the manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot.
SIXTH: Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or the Board of Directors pursuant to a resolutions adopted by a majority of the total number of directors which the Corporation would have if there were no vacancies; provided , however , that prior to the Trigger Date, special meetings of the stockholders of the Corporation may also be called by the holders of a majority of the outstanding shares of the Corporation entitled to vote. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.
SEVENTH: In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the bylaws of the Corporation by a majority vote of the total number of directors which the Corporation would have if there were no vacancies, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise ; provided, however , that, the provisions of this Seventh Article notwithstanding, bylaws shall not be adopted, altered, amended or repealed by the stockholders of the Corporation except by the vote of holders of not less than (i) a majority in voting power of the then-outstanding shares of stock entitled to vote generally in the election

5


of directors (considered for this purpose as one class) at any time prior to the Trigger Date or (ii) 66⅔% in voting power of the then-outstanding shares of stock entitled to vote generally in the election of directors (considered for this purpose as one class) at any time on or after the Trigger Date.
EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law hereafter enacted that further limits the liability of a director.
The Corporation shall indemnify each director or officer to the fullest extent permitted by Delaware law.
Any amendment, repeal or modification of this Ninth Article shall be prospective only and shall not affect any limitation on liability of a director for acts or omissions occurring prior to the date of such amendment, repeal or modification.
TENTH: To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to EnCap Investments, L.P. or any private fund that it manages or advises (the “ Sponsor ”) or any of its officers, directors, agents, shareholders, members, partners, affiliates and subsidiaries (other

6


than the Corporation and its subsidiaries) (each, a “ Specified Party ”) or are business opportunities in which a Specified Party participates or desires to participate, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and each such Specified Party shall have no duty to communicate or offer such business opportunity to the Corporation and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or any stockholder for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, by reason of the fact that such Specified Party pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries.  Notwithstanding the foregoing, a Specified Party who is a director or officer of the Corporation and who is offered a business opportunity in his or her capacity as a director or officer of the Corporation (a “ Directed Opportunity ”) shall be obligated to communicate such Directed Opportunity to the Corporation, provided , however , that all of the protections of this Tenth Article shall otherwise apply to the Specified Parties with respect to such Directed Opportunity, including, without limitation, the ability of the Specified Parties to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another person.
Neither the amendment nor repeal of this Tenth Article, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware Law, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).
If any provision or provisions of this Tenth Article shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Tenth Article (including, without limitation, each portion of any paragraph of this Tenth Article containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Tenth Article (including, without limitation, each such portion of any paragraph of this Tenth Article containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.
This Tenth Article shall not limit any protections or defenses available to, or indemnification rights of, any director or officer of the Corporation under this Certificate of Incorporation or applicable law. Any person or entity purchasing or otherwise acquiring any interest in any securities of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Tenth Article.

7


ELEVENTH: Prior to the first date on which Oasis Holdings LLC and its Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934) no longer own more than 50% of the outstanding shares of Common Stock of the Corporation (the “ Trigger Date ”), any action required or permitted to be taken by the stockholders of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders.
TWELFTH: The Corporation shall have the right, subject to any express provisions or restrictions contained in this Certificate of Incorporation or bylaws of the Corporation, from time to time, to amend this Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.
THIRTEENTH: Notwithstanding any other provision of this Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by law, this Certificate of Incorporation or the bylaws), from and after the Trigger Date, the affirmative vote of the holders of at least 66⅔% in voting power of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter or repeal any provision of this Certificate of Incorporation.
[Remainder of Page Intentionally Left Blank]




8


IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this 22nd day of June, 2010.




OASIS PETROLEUM INC.
 
 
 
By: / s/ Thomas B. Nusz___________
 
Name: Thomas B. Nusz
Title: President and Chief Executive Officer
 





RESTRICTED STOCK AWARD GRANT NOTICE

Pursuant to the terms and conditions of the Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan, attached as Appendix A (the “ Plan ”), and the associated Restricted Stock Award Agreement, attached as Appendix B (the “ Agreement ”), Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual listed below (“ you ” or “ Service Provider ”) the number of shares of Restricted Stock set forth below. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. This Restricted Stock Award (as defined below) is subject to the terms and conditions set forth herein as a well as the terms and conditions set forth in the Agreement and the Plan, each of which is incorporated herein by reference.
Service Provider:
 
 
 
 
 
Date of Grant:
 
                      ___, 20___(“ Date of Grant ”)
 
 
 
Number of Shares of Restricted Stock Granted:
 
                      (the “ Restricted Stock Award ”)
 
 
 
Vesting Schedule:
 
The restrictions on the Restricted Stock Award will expire and the Shares of Restricted Stock granted pursuant to the Agreement will become transferable, except to the extent provided in Section 11 of the Agreement, and nonforfeitable:
                    
Vesting Date
Vesting Percentage of Restricted Stock Award
 
 
 
 
 
 
 
 
provided, however, that such restrictions will expire on such dates only if you remain in the employ of or a service provider to the Company or its Subsidiaries continuously from the Date of Grant through the applicable vesting date.


By your signature and the signature of the Company’s representative below, you and the Company hereby acknowledge receipt of the Restricted Stock Award issued on the Date of Grant indicated above, which have been issued under the terms and conditions of the Plan, the Agreement and this Restricted Stock Award Grant Notice, and you agree to be bound to the terms of each such document.

Additionally, you are consenting to receive documents from the Company and any plan administrator by means of electronic delivery, provided that such delivery complies with the rules, regulations and guidance issued by the Securities and Exchange Commission and any other applicable government agency. This consent shall be effective for the entire time that you are a participant in the Plan.

1

    
You acknowledge and agree that (a) you are not relying upon any determination by the Company, its Subsidiaries, or any of their respective employees, directors, officers, attorneys, or agents (collectively, the “ Company Parties ”) of the Fair Market Value of the Stock on the Date of Grant, (b) you are not relying upon any written or oral statement or representation of the Company Parties regarding the tax effects associated with your execution of the Agreement and your receipt, holding and vesting of the Restricted Stock Award, and (c) in deciding to enter into this Agreement, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted. You hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with your execution of the Agreement and your receipt, holding and exercise of the Restricted Stock Award.

Furthermore, you understand and acknowledge that you should consult with your tax advisor regarding the advisability of filing with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the Restricted Stock Award for which the restrictions have not lapsed. This election (attached to this Agreement as Exhibit C ) must be filed no later than 30 days after the Date of Grant set forth in this Restricted Stock Award Grant Notice. This time period cannot be extended. You acknowledge (a) that you have been advised to consult with a tax advisor regarding the tax consequences of the Restricted Stock Award and (b) that timely filing of a Section 83(b) election is your sole responsibility, even if you request the Company or its representative to file such election on your behalf.

You further acknowledge receipt of a copy of the Plan and the Agreement and agree to all of the terms and conditions of the Plan and the Agreement.

Note: To accept the Restricted Stock Award, execute this form and return an executed copy to ______________ (the “Designated Recipient”) by _________ ___, 20___. Failure to return the executed copy to the Designated Recipient by such date will render this issuance invalid.




2


OASIS PETROLEUM INC.,
a Delaware corporation



By:                     
Name:                     
Title:                     


Accepted by:


                    
[Name of Grantee]

Date:                     



                    
[Name of Designated Recipient]

Date Received:             





Attachments:
 
Appendix A – Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan
Appendix B – Restricted Stock Award Agreement




SIGNATURE PAGE
TO
RESTRICTED STOCK AWARD GRANT NOTICE


Appendix A

Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan


A-1



Appendix B

Restricted Stock Award Agreement


B-1


OASIS PETROLEUM INC.
AMENDED AND RESTATED
2010 LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (this “ Agreement ”) is made and entered into as of the Date of Grant set forth in the Restricted Stock Award Grant Notice (“ Notice of Grant ”) by and between Oasis Petroleum Inc., a Delaware corporation (the “ Company ”), and you (“ you ” or “ Service Provider ”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Notice of Grant or the Oasis Petroleum Inc. Amended and Restated 2010 Long Term Incentive Plan (the “ Plan ”), as applicable.
WHEREAS , the Company has adopted the Plan under which the Company is authorized to grant shares of Restricted Stock to Eligible Persons, including certain employees and service providers of the Company;
WHEREAS , the Company in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company agrees to grant you the Restricted Stock Award;
WHEREAS , a copy of the Plan and the Notice of Grant have both been furnished to you and shall be deemed a part of this Agreement as if fully set forth herein; and
WHEREAS , you desire to accept the Restricted Stock Award made pursuant to this Agreement.
NOW, THEREFORE, in consideration of and mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties agree as follows:
1. The Grant . Subject to the conditions set forth below, the Company hereby grants you effective as of the Date of Grant set forth in the Notice of Grant, as a matter of separate inducement but not in lieu of any salary or other compensation for your services to the Company, an Award consisting of the aggregate number of shares of Stock set forth in the Notice of Grant in accordance with the terms and conditions set forth in this Agreement, the Notice of Grant, and the Plan.
2.      Rights of Service Provider . The Company shall evidence the shares of Restricted Stock in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the shares of Restricted Stock granted pursuant to this Agreement and retain that certificate or those certificates until the restrictions on such shares of Restricted Stock granted pursuant to this Agreement expire as contemplated in Section 5 of this Agreement or are forfeited as contemplated in Sections 4 and 6. If the Company certificates the shares of Restricted Stock granted pursuant to this Agreement, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the shares of Restricted Stock granted pursuant to this Agreement and the related stock powers pursuant



to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for such shares of Restricted Stock are delivered to you, (b) such shares of Restricted Stock are otherwise transferred to you free of restrictions, or (c) such shares of Restricted Stock are canceled and forfeited pursuant to this Agreement.
3.      Ownership of Shares of Restricted Stock . From and after the time the shares of Restricted Stock granted pursuant to this Agreement are issued in your name, you will be entitled to all the rights of absolute ownership of such shares of Restricted Stock, including the right to vote those shares and to receive dividends thereon if, as, and when declared by the Board, subject, however, to the terms, conditions and restrictions set forth in this Agreement, the Notice of Grant, and the Plan; provided, however, that each dividend payment will be made no later than the 30 th day following the date such dividend payment is made to stockholders generally.
4.      Restrictions; Forfeiture . Except as provided in the Plan, the Restricted Stock Award is restricted in that it may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Stock Award is also restricted in the sense that it may be forfeited to the Company (the “ Forfeiture Restrictions ”). You hereby agree that if the Restricted Stock Award is forfeited, as provided in Section 6, the Company shall have the right to deliver the forfeited shares of Restricted Stock to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.
5.      Expiration of Restrictions and Risk of Forfeiture . The Forfeiture Restrictions will expire and the Restricted Stock Award will become transferable and nonforfeitable as set forth in the Notice of Grant, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates set forth therein.
6.      Termination of Services .
(a)      Termination Generally . Subject to Section 6(b) and 6(c) below, if your service relationship with the Company or any of its Subsidiaries is terminated for any reason, then the portion of the Restricted Stock Award for which the Forfeiture Restrictions have not lapsed as of the date of termination shall become null and void and such shares of Restricted Stock shall be forfeited to the Company. The portion of the Restricted Stock Award granted pursuant to this Agreement for which the Forfeiture Restrictions have lapsed as of the date of such termination shall not be forfeited to the Company.
(b)      Death or Disability . Notwithstanding Section 6(a), if your employment or service relationship with the Company or any of its Subsidiaries is terminated due to your death or Disability, then the Forfeiture Restrictions on the Restricted Stock Award shall immediately lapse, and the Restricted Stock Award will be fully vested as of such termination. For purposes of this Agreement, “ Disability ” shall have the meaning given to such term in, and shall be determined pursuant to, the provision of any employment agreement between you and the Company or its Subsidiaries; provided, however, that if there is no existing employment agreement between you and the Company or its Subsidiaries, the term “Disability” shall mean your inability to perform the essential functions of your position with or without reasonable accommodation, if required by law,

2

due to physical or mental impairment. Further, if the meaning of Disability is not addressed in any employment agreement between you and the Company, (i) the existence of any such Disability shall be certified at the Company’s discretion by either the disability carrier of the Company or a physician chosen by the Company, in its sole discretion, and (ii) in no event will your employment be terminated as a result of Disability, unless otherwise agreed to by you and the Company, until the disability carrier or physician chosen by the Company (as applicable) certifies that the physical or mental condition can be expected to result in death or can be expected to last for a continuous period of not less than 180 consecutive days and the Company has provided you with written notice of termination.
(c)      Effect of Employment Agreement or Plan . Except as provided in Section 6(b), in the event of any inconsistency between Section 6(a) and the terms of (i) any employment agreement entered into by and between you and the Company or its Subsidiaries, (ii) the terms of the Company’s Executive Change in Control and Severance Benefit Plan, to the extent you are a participant, or (iii) any similar or successor plan, to the extent you are a participant (together, the “ Employee Agreements ”), the terms of the Employee Agreements shall control. For the avoidance of doubt, with respect to the vesting of the Restricted Stock Award upon your death or Disability, the provisions of Section 6(b) shall control over the terms of the Employee Agreements.
7.      Leave of Absence . With respect to the Restricted Stock Award, the Company may, in its sole discretion, determine that if you are on a leave of absence for any reason, you will be considered to still be in the employ of, or providing services for, the Company; provided, that rights to the Restricted Stock Award during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.
8.      Delivery of Stock . Promptly following the expiration of the Forfeiture Restrictions, the Company shall cause to be issued and delivered to you or your designee a certificate or other evidence of the number of shares of Stock as to which the Forfeiture Restrictions have lapsed, free of any restricted legend relating to the lapsed restrictions, upon receipt by the Company of any tax withholding as may be required pursuant to Section 9. The value of such shares of Stock shall not bear any interest owing to the passage of time.
9.      Payment of Taxes . The Company may require you to pay to the Company an amount the Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Restricted Stock Award. With respect to any required tax withholding, the Company shall withhold from the shares of Stock to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair Market Value at the time such determination is made; provided, that the Committee, in its discretion (which discretion may not be delegated), may disallow satisfaction of the Company’s tax withholding obligations using the foregoing method, in which case the Company may require you to satisfy any current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award by such other method or methods specified by the Company. In the event the Company determines that the aggregate Fair Market Value of the shares of Stock withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you

3

must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.
10.      Compliance with Securities Laws; Company Policies . Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock (including shares of Restricted Stock) will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any securities exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless Section 01.%2 a registration statement under the Securities Act of 1933, as amended (the “ Act ”), is at the time of issuance in effect with respect to the shares of Stock issued or Section 02.%2 in the opinion of legal counsel to the Company, the shares of Stock issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from the applicable securities exchange or any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the issuance and sale of any shares of Stock subject to the Restricted Stock Award will relieve the Company of any liability in respect of the failure to issue such shares of Stock as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, securities exchanges, and other appropriate Persons to make shares of Stock available for issuance. You hereby agree not to sell any shares of Stock acquired pursuant to this Restricted Stock Award in violation of the Company’s securities trading policy or in violation of any federal, state or foreign law.
11.      Legends . The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 4 and 10 of this Agreement on all certificates representing shares issued with respect to this Restricted Stock Award.
12.      Right of the Company and Subsidiaries to Terminate Services . Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.
13.      Furnish Information . You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.
14.      No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Award.

4

15.      Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.
16.      No Guarantee of Interests . The Board and the Company do not guarantee the Stock from loss or depreciation.
17.      Company Records . Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.
18.      Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the Person to whom it is properly addressed or if earlier the date it is sent via certified United States mail or reputable overnight delivery service (charges prepaid).
19.      Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.
20.      Successors . The Company may assign any of its rights under this Agreement without your consent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement and the Forfeiture Restrictions shall be binding upon and enforceable against you and your beneficiaries, executors, administrators and the Person(s) to whom the Restricted Stock Award may be transferred by will or the laws of descent or distribution.
21.      Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.
22.      Company Action . Any action required of the Company shall be by resolution of the Board or by a Person or entity authorized to act by resolution of the Board or Committee.
23.      Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.
24.      Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of the state of Texas, without giving any effect to any conflict of law provisions thereof, except to the extent Texas state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to

5

applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.
25.      Consent to Jurisdiction and Venue . You hereby consent and agree that state courts located in Harris County, Texas and the United States District Court for the Southern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Restricted Stock Award or this Agreement. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.
26.      Amendment . This Agreement may be amended by the Board or by the Committee at any time in a manner consistent with Section 10(c) of the Plan.
27.      Terms of Agreement . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in this Agreement, the Plan and the Notice of Grant. Except as provided in Section 6 of this Agreement, together, the Agreement, Plan and Notice of Grant constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the shares of Restricted Stock granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.
28.      Clawback . Notwithstanding anything to the contrary herein or in the Plan, the Restricted Stock Award may be cancelled and you may be required to reimburse the Company for any realized gains with respect to the Restricted Stock Award to the extent required by applicable law (including but not limited to Section 304 of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010), the rules of any applicable stock exchange, or any clawback policy of the Company.
[Remainder of page intentionally left blank]





6


EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Thomas B. Nusz, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Oasis Petroleum Inc. (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
 
 
 
 
 
Date:
August 7, 2018
 
 
 
 
/s/ Thomas B. Nusz
 
 
 
 
 
 
Thomas B. Nusz
 
 
 
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
 
 
(Principal Executive Officer)


EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Michael H. Lou, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Oasis Petroleum Inc. (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
 
 
 
 
 
Date:
August 7, 2018
 
 
 
 
/s/ Michael H. Lou
 
 
 
 
 
 
Michael H. Lou
 
 
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
(Principal Financial Officer and Principal Accounting Officer)




EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Oasis Petroleum Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas B. Nusz, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
 
 
 
 
Date:
August 7, 2018
 
 
 
 
/s/ Thomas B. Nusz
 
 
 
 
 
 
Thomas B. Nusz
 
 
 
 
 
 
Chairman and Chief Executive Officer
 
 
 
 
 
 
(Principal Executive Officer)




EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Oasis Petroleum Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael H. Lou, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
 
 
 
 
Date:
August 7, 2018
 
 
 
 
/s/ Michael H. Lou
 
 
 
 
 
 
Michael H. Lou
 
 
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
(Principal Financial Officer and Principal Accounting Officer)