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FORM 10-Q
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Oasis Midstream Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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47-1208855
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1001 Fannin Street, Suite 1500
Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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(281) 404-9500
(Registrant’s telephone number, including area code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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ý
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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ý
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Page
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September 30, 2017
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December 31, 2016
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||||
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(In thousands, except unit data)
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||||||
ASSETS
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||||
Current assets
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||||
Accounts receivable
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$
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19
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$
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667
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Accounts receivable from Oasis Petroleum
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5,611
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11,721
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Insurance receivable
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—
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5,096
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Prepaid expenses
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29
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1,006
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Total current assets
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5,659
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18,490
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Property, plant and equipment
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522,098
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453,695
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Less: accumulated depreciation and amortization
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(29,861
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)
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(22,160
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)
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Total property, plant and equipment, net
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492,237
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431,535
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Other assets
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1,948
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3
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Total assets
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$
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499,844
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$
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450,028
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LIABILITIES AND EQUITY
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||||
Current liabilities
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||||
Accounts payable due to Oasis Petroleum
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$
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341
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$
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3,314
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Accrued liabilities
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5,790
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32,179
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Accrued interest payable
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4
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—
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Current income taxes payable
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—
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41,063
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Total current liabilities
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6,135
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76,556
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Asset retirement obligation
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1,257
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1,713
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Deferred income taxes
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—
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40,084
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Total liabilities
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7,392
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118,353
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Commitments and contingencies (Note 8)
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||||
Net parent investment / partners’ capital
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||||
Net parent investment
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—
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331,675
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Common units - public (7,511,766 units outstanding as of September 30, 2017)
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115,963
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—
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Common units - Oasis Petroleum (5,125,000 units outstanding as of September 30, 2017)
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39,455
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—
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Subordinated units - Oasis Petroleum (13,750,000 units outstanding as of September 30, 2017)
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105,855
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—
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Non-controlling interests
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231,179
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—
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Total net parent investment / partners' capital
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492,452
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331,675
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Total liabilities and net parent investment / partners' capital
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$
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499,844
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$
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450,028
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2017
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2016
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2017
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2016
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(In thousands, except per unit data)
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||||||||||||||
Revenues
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Midstream services for Oasis Petroleum
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$
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47,002
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$
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29,062
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$
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123,777
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$
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87,691
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Midstream services for third parties
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379
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215
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1,556
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339
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||||
Total revenues
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47,381
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29,277
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125,333
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88,030
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Operating expenses
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Direct operating
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13,015
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7,806
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31,108
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21,898
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||||
Depreciation and amortization
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4,147
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1,909
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11,359
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5,325
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||||
General and administrative
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5,084
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3,037
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13,868
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9,009
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||||
Total operating expenses
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22,246
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12,752
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56,335
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36,232
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Operating income
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25,135
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16,525
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68,998
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51,798
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Interest expense, net of capitalized interest
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(2,733
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)
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(2,128
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)
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(6,965
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)
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(3,950
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)
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||||
Other income (expense)
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5
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(460
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)
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7
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(462
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)
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||||
Total other income (expense)
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(2,728
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)
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(2,588
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)
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(6,958
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)
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(4,412
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)
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||||
Income before income taxes
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22,407
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13,937
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62,040
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47,386
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Income tax expense
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7,898
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5,444
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22,858
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18,226
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Net income
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14,509
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$
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8,493
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39,182
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$
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29,160
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Less: Net Income Prior to the Offering
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12,904
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37,577
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||||||
Net Income Subsequent to the Offering
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1,605
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1,605
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||||||
Less: Net Income Attributable to Non-controlling Interests Subsequent to the Offering
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1,079
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1,079
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||||||
Net Income Attributable to Oasis Midstream Partners LP
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$
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526
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$
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526
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||||
Net income per limited partner unit (basic and diluted) subsequent to the Offering
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Common units (Note 11)
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$
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0.02
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$
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0.02
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||||
Subordinated units (Note 11)
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0.02
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0.02
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||||||
Weighted average number of limited partner units outstanding - Basic
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Common units (Note 11)
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12,625,000
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12,625,000
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||||||
Subordinated units (Note 11)
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13,750,000
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13,750,000
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||||||
Weighted average number of limited partner units outstanding - Diluted
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||||||||
Common units (Note 11)
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12,625,055
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12,625,055
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||||||
Subordinated units (Note 11)
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13,750,000
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13,750,000
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Predecessor
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Partnership
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||||||||||||||||
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Net Parent Investment
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Common Units - Public
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Common Units - Oasis Petroleum
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Subordinated Units - Oasis Petroleum
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Non-controlling Interests
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Total
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||||||||||||
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(In thousands)
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||||||||||||||||||||||
Balance at December 31, 2016
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$
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331,675
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$
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—
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$
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—
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$
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—
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$
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—
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$
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331,675
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Cumulative-effect adjustment for adoption of ASU 2016-09
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(59
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)
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—
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—
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—
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—
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(59
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)
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||||||
Stock-based compensation
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999
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—
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—
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—
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—
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|
999
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||||||
Net income prior to the Offering
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37,577
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—
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—
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—
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—
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37,577
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|
||||||
Capital contributions prior to the Offering
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65,145
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—
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—
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—
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—
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65,145
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|
||||||
Balance as of September 25, 2017
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435,337
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—
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—
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—
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—
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435,337
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|
||||||
Elimination of current and deferred tax liabilities
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104,005
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—
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—
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—
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—
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|
104,005
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|
||||||
Net assets excluded from the Offering
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(50,596
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)
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—
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|
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—
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|
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—
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|
|
—
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|
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(50,596
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)
|
||||||
Allocation of net investment to unitholders
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(488,746
|
)
|
|
—
|
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|
60,725
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162,921
|
|
|
265,100
|
|
|
—
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|
||||||
Net proceeds from the Offering
|
—
|
|
|
115,813
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|
|
—
|
|
|
—
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|
|
—
|
|
|
115,813
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|
||||||
Proceeds from the Offering distributed to Oasis Petroleum
|
—
|
|
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—
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|
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(21,372
|
)
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(57,340
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)
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(35,000
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)
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|
(113,712
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)
|
||||||
Net income subsequent to the Offering
|
—
|
|
|
150
|
|
|
102
|
|
|
274
|
|
|
1,079
|
|
|
1,605
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|
||||||
Balance at September 30, 2017
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$
|
—
|
|
|
$
|
115,963
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|
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$
|
39,455
|
|
|
$
|
105,855
|
|
|
$
|
231,179
|
|
|
$
|
492,452
|
|
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Nine Months Ended September 30,
|
||||||
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2017
|
|
2016
|
||||
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(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
39,182
|
|
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$
|
29,160
|
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Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
11,359
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|
|
5,325
|
|
||
Deferred income taxes
|
5,240
|
|
|
2,486
|
|
||
Equity-based compensation expenses
|
999
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|
|
661
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|
||
Deferred financing costs amortization and other
|
7
|
|
|
—
|
|
||
Working capital changes:
|
|
|
|
||||
Change in accounts and insurance receivable
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(8,479
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)
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|
174
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|
||
Change in inventory
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(94
|
)
|
|
—
|
|
||
Change in prepaid expenses
|
445
|
|
|
(181
|
)
|
||
Change in current income taxes payable
|
17,618
|
|
|
15,740
|
|
||
Change in accounts payable and accrued liabilities
|
5,292
|
|
|
2,956
|
|
||
Net cash provided by operating activities
|
71,569
|
|
|
56,321
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(129,020
|
)
|
|
(122,427
|
)
|
||
Acquisitions
|
(7,841
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(136,861
|
)
|
|
(122,427
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Capital contributions from parent
|
65,145
|
|
|
66,106
|
|
||
Proceeds from initial public offering, net of offering costs
|
115,813
|
|
|
—
|
|
||
Distribution to Oasis Petroleum subsequent to initial public offering
|
(113,712
|
)
|
|
—
|
|
||
Revolving credit facility origination fees and expenses paid
|
(1,954
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
65,292
|
|
|
66,106
|
|
||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
—
|
|
||
Cash:
|
|
|
|
||||
Beginning of period
|
—
|
|
|
—
|
|
||
End of period
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental non-cash transactions:
|
|
|
|
||||
Change in accrued capital expenditures
|
$
|
17,872
|
|
|
$
|
15,727
|
|
Change in asset retirement obligations
|
138
|
|
|
92
|
|
||
Notes payable from acquisition
|
4,875
|
|
|
—
|
|
DevCos
|
|
Areas Served
|
|
Service Lines
|
|
Current Status of Assets
|
|
Oasis Midstream Ownership
|
Bighorn DevCo
|
|
Wild Basin
|
|
- Gas processing - Crude stabilization - Crude blending - Crude storage - Crude transportation
|
|
- Operational - Growth through organic expansion/minimal capital expenditures
|
|
100%
|
Bobcat DevCo
|
|
Wild Basin
|
|
- Gas gathering - Gas compression - Gas lift - Crude gathering - Produced water gathering - Produced water disposal
|
|
- Operational - Growth through organic expansion - Growth through expansion capital expenditures
|
|
10%
|
Beartooth DevCo
|
|
Alger
Cottonwood Hebron Indian Hills Red Bank Wild Basin |
|
- Produced water gathering - Produced water disposal - Freshwater supply and distribution
|
|
- Operational - Growth through organic expansion - Growth through expansion capital expenditures
|
|
40%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
$
|
2,895
|
|
|
$
|
1,827
|
|
|
$
|
8,416
|
|
|
$
|
5,618
|
|
Interest expense, net of capitalized interest
|
2,714
|
|
|
2,128
|
|
|
6,945
|
|
|
3,950
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(In thousands)
|
||||||
Accrued capital costs
|
$
|
2,516
|
|
|
$
|
27,085
|
|
Accrued operating expenses
|
680
|
|
|
3,913
|
|
||
Other accrued liabilities
|
2,594
|
|
|
1,181
|
|
||
Total accrued liabilities
(1)
|
$
|
5,790
|
|
|
$
|
32,179
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(In thousands)
|
||||||
Pipelines
|
$
|
238,035
|
|
|
$
|
199,943
|
|
Natural gas processing plant
|
91,715
|
|
|
92,630
|
|
||
SWD facilities
|
75,241
|
|
|
75,828
|
|
||
Other property and equipment
|
87,152
|
|
|
66,546
|
|
||
Construction in progress
|
29,955
|
|
|
18,748
|
|
||
Total property, plant and equipment
|
522,098
|
|
|
453,695
|
|
||
Less: accumulated depreciation and amortization
|
(29,861
|
)
|
|
(22,160
|
)
|
||
Total property, plant and equipment, net
|
$
|
492,237
|
|
|
$
|
431,535
|
|
•
|
Consolidated Total Leverage Ratio
: Prior to the date on which one or more of the credit parties have issued an aggregate principal amount of at least
$150.0 million
of senior notes (as permitted under the Revolving Credit Facility) (such date the “Covenant Changeover Date”) and commencing with the fiscal quarter ending
December 31, 2017
, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA (each as defined in the Credit Agreement) on a quarterly basis may not exceed
4.50
to
1.00
(or during an Acquisition Period (as defined in the Credit Agreement),
5.00
to
1.00
). On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA may not exceed
5.25
to 1.00.
|
•
|
Consolidated Senior Secured Leverage Ratio
: On a quarterly basis, commencing with the date the Covenant Changeover Date occurs, the Partnership and OMP Operating’s ratio of Consolidated Senior Secured Funded Debt to EBITDA (each as defined in the Credit Agreement) may not exceed
3.75
to
1.00
.
|
•
|
Consolidated Interest Coverage Ratio
: On a quarterly basis prior to the Covenant Changeover Date and commencing with the fiscal quarter ending
December 31, 2017
, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense (each as defined in the Credit Agreement) may not be less than
3.00
to
1.00
and on a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense may not be less than
2.50
to
1.00
.
|
•
|
for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date, aggregate distributions from operating surplus equaled or exceeded the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding in each quarter in each period;
|
•
|
for the same three consecutive, non-overlapping four-quarter periods, the “adjusted operating surplus” (as defined in the Partnership’s Amended and Restated Agreement of Limited Partnership) equaled or exceeded the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding during each quarter on a fully diluted weighted average basis; and
|
•
|
there are no arrearages in payment of the minimum quarterly distribution on the common units.
|
•
|
for one four-quarter period immediately preceding that date, aggregate distributions from operating surplus exceeded
150.0%
of the minimum quarterly distribution multiplied by the total number of common units and subordinated units outstanding in each quarter in the period;
|
•
|
for the same four-quarter period, the “adjusted operating surplus” (as defined in the Partnership’s Amended and Restated Agreement of Limited Partnership) equaled or exceeded
150.0%
of the sum of the minimum quarterly distribution multiplied by the total number of common and subordinated units outstanding during each quarter on a fully diluted weighted average basis, plus the related distribution on the incentive distribution rights; and
|
•
|
there are no arrearages in payment of the minimum quarterly distributions on the common units.
|
|
|
|
|
Marginal Percentage Interest in Distributions
|
||||
|
|
Total Quarterly Distribution Per Unit
|
|
Unitholders
|
|
IDR Holders
|
||
Minimum Quarterly Distribution
|
|
up to $0.3750
|
|
100
|
%
|
|
—
|
%
|
First Target Distribution
|
|
above $0.3750 up to $0.4313
|
|
100
|
%
|
|
—
|
%
|
Second Target Distribution
|
|
above $0.4313 up to $0.4688
|
|
85
|
%
|
|
15
|
%
|
Third Target Distribution
|
|
above $0.4688 up to $0.5625
|
|
75
|
%
|
|
25
|
%
|
Thereafter
|
|
above $0.5625
|
|
50
|
%
|
|
50
|
%
|
|
|
Common Units - Public
|
|
Common Units - Oasis Petroleum
|
|
Subordinated Units - Oasis Petroleum
|
|
Total
|
||||||||
|
|
(In thousands, except unit and per unit data)
|
||||||||||||||
Period subsequent to the Offering
|
|
|
|
|
|
|
|
|
||||||||
Distributions declared
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income in excess of distribution
|
|
150
|
|
|
102
|
|
|
274
|
|
|
526
|
|
||||
Earnings attributable to Oasis Midstream Partners LP
|
|
$
|
150
|
|
|
$
|
102
|
|
|
$
|
274
|
|
|
$
|
526
|
|
Weighted average units outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
7,500,000
|
|
|
5,125,000
|
|
|
13,750,000
|
|
|
26,375,000
|
|
||||
Diluted
|
|
7,500,055
|
|
|
5,125,000
|
|
|
13,750,000
|
|
|
26,375,055
|
|
||||
Earnings per limited partner unit
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
|
$
|
0.02
|
|
Diluted
|
|
0.02
|
|
|
0.02
|
|
|
0.02
|
|
|
0.02
|
|
||||
Anti-dilutive restricted units
|
|
11,711
|
|
|
—
|
|
|
—
|
|
|
11,711
|
|
(1)
|
No distribution was declared for the 6-day period ended
September 30, 2017
. The distribution for the quarter ending
December 31, 2017
will be adjusted to include an amount that covers the period from the closing of the Offering through
September 30, 2017
, based on the actual number of days in that period.
|
•
|
an inability of Oasis Petroleum or our other future customers to meet their drilling and development plans on a timely basis or at all;
|
•
|
the execution of our business strategies;
|
•
|
the demand for and price of oil and natural gas, on an absolute basis and in comparison to the price of alternative and competing fuels;
|
•
|
the fees we charge, and the margins we realize, from our midstream services;
|
•
|
the cost of achieving organic growth in current and new markets;
|
•
|
our ability to make acquisitions of other midstream infrastructure assets or other assets that complement or diversify our operations;
|
•
|
our ability to make acquisitions of other assets on economically acceptable terms from Oasis Petroleum;
|
•
|
the lack of asset and geographic diversification;
|
•
|
the suspension, reduction or termination of our commercial agreements with Oasis Petroleum;
|
•
|
labor relations and government regulations;
|
•
|
competition and actions taken by third-party producers, operators, processors and transporters;
|
•
|
pending legal or environmental matters;
|
•
|
the demand for, and the costs of developing and conducting, our midstream infrastructure services;
|
•
|
general economic conditions;
|
•
|
the price and availability of debt and equity financing;
|
•
|
operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
|
•
|
changes in our tax status; and
|
•
|
uncertainty regarding our future operating results.
|
•
|
We completed our initial public offering (the “Offering”) of
8,625,000
common units, which includes
1,125,000
common units issued pursuant to the underwriters’ exercise in full of their option to purchase additional common units on
October 10, 2017
. This resulted in net proceeds of approximately
$137.2 million
, after deducting underwriting discounts and structuring fees, of which
$131.6 million
was distributed to Oasis Petroleum.
|
•
|
Net cash provided by operating activities was
$29.1 million
for the three months ending September 30, 2017. Delivered gross Adjusted EBITDA of
$29.6 million
for the entire third quarter of 2017. For the six-day post-IPO period from September 25, 2017 to September 30, 2017, generated net Adjusted EBITDA attributable to the Partnership of
$0.7 million
and Distributable Cash Flow of
$0.6 million
. For definitions of Adjusted EBITDA and
|
•
|
Announced construction of second Wild Basin Gas Plant with total capacity of 200.0 million standard cubic feet per day (“MMscfpd”) to service gas production from Oasis Petroleum’s highly economic inventory.
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands, except throughput volumes)
|
||||||
Bighorn DevCo
|
|
|
||||||
Crude oil services volumes (Bopd)
|
|
35,930
|
|
|
90
|
|
||
Natural gas services volumes (Mscfpd)
|
|
60,034
|
|
|
2,420
|
|
||
Operating income (loss)
|
|
$
|
4,827
|
|
|
$
|
(1,162
|
)
|
Depreciation and amortization
|
|
1,091
|
|
|
—
|
|
||
Bobcat DevCo
|
|
|
|
|
||||
Crude oil services volumes (Bopd)
|
|
28,253
|
|
|
—
|
|
||
Natural gas services volumes (Mscfpd)
|
|
92,579
|
|
|
21,136
|
|
||
Water services volumes (Bowpd)
|
|
30,693
|
|
|
8,798
|
|
||
Operating income
|
|
$
|
13,476
|
|
|
$
|
3,847
|
|
Depreciation and amortization
|
|
1,321
|
|
|
399
|
|
||
Beartooth DevCo
|
|
|
|
|
||||
Water services volumes (Bowpd)
|
|
98,361
|
|
|
97,207
|
|
||
Operating income
|
|
$
|
7,826
|
|
|
$
|
13,154
|
|
Depreciation and amortization
|
|
1,514
|
|
|
1,279
|
|
||
Net assets excluded from the Offering
|
|
|
|
|
||||
Operating income (loss)
|
|
$
|
(994
|
)
|
|
$
|
686
|
|
Depreciation and amortization
|
|
221
|
|
|
231
|
|
•
|
successful development activity by Oasis Petroleum on our dedicated acreage and our ability to fund the capital costs required to connect our infrastructure assets to new wells;
|
•
|
our ability to utilize the remaining uncommitted capacity on, or add additional capacity to, our infrastructure assets;
|
•
|
the level of workovers and recompletions of wells on existing pad sites to which our infrastructure assets are connected;
|
•
|
our ability to identify and execute organic expansion projects to capture incremental volumes from Oasis Petroleum and third parties;
|
•
|
our ability to compete for volumes from successful new wells in the areas in which we operate outside of our dedicated acreage;
|
•
|
our ability to provide crude oil, natural gas and water-related midstream services with respect to volumes produced on acreage that has been released from commitments with our competitors; and
|
•
|
our ability to obtain financing for acquiring incremental assets in dropdown transactions from Oasis Petroleum.
|
•
|
our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;
|
•
|
the ability of our assets to generate sufficient cash flow to make distributions to our unitholders;
|
•
|
our ability to incur and service debt and fund capital expenditures; and
|
•
|
the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Operating results
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Midstream services for Oasis
|
$
|
47,002
|
|
|
$
|
29,062
|
|
|
$
|
17,940
|
|
|
$
|
123,777
|
|
|
$
|
87,691
|
|
|
$
|
36,086
|
|
Midstream services for third parties
|
379
|
|
|
215
|
|
|
164
|
|
|
1,556
|
|
|
339
|
|
|
1,217
|
|
||||||
Total revenues
|
$
|
47,381
|
|
|
$
|
29,277
|
|
|
$
|
18,104
|
|
|
$
|
125,333
|
|
|
$
|
88,030
|
|
|
$
|
37,303
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating
|
$
|
13,015
|
|
|
$
|
7,806
|
|
|
$
|
5,209
|
|
|
$
|
31,108
|
|
|
$
|
21,898
|
|
|
$
|
9,210
|
|
Depreciation and amortization
|
4,147
|
|
|
1,909
|
|
|
2,238
|
|
|
11,359
|
|
|
5,325
|
|
|
6,034
|
|
||||||
General and administrative
|
5,084
|
|
|
3,037
|
|
|
2,047
|
|
|
13,868
|
|
|
9,009
|
|
|
4,859
|
|
||||||
Total operating expenses
|
22,246
|
|
|
12,752
|
|
|
9,494
|
|
|
56,335
|
|
|
36,232
|
|
|
20,103
|
|
||||||
Operating income
|
25,135
|
|
|
16,525
|
|
|
8,610
|
|
|
68,998
|
|
|
51,798
|
|
|
17,200
|
|
||||||
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense, net of capitalized interest
|
(2,733
|
)
|
|
(2,128
|
)
|
|
(605
|
)
|
|
(6,965
|
)
|
|
(3,950
|
)
|
|
(3,015
|
)
|
||||||
Other income (expense)
|
5
|
|
|
(460
|
)
|
|
465
|
|
|
7
|
|
|
(462
|
)
|
|
469
|
|
||||||
Total other income (expense)
|
(2,728
|
)
|
|
(2,588
|
)
|
|
(140
|
)
|
|
(6,958
|
)
|
|
(4,412
|
)
|
|
(2,546
|
)
|
||||||
Income before income taxes
|
22,407
|
|
|
13,937
|
|
|
8,470
|
|
|
62,040
|
|
|
47,386
|
|
|
14,654
|
|
||||||
Income tax expense
|
7,898
|
|
|
5,444
|
|
|
2,454
|
|
|
22,858
|
|
|
18,226
|
|
|
4,632
|
|
||||||
Net income
|
14,509
|
|
|
$
|
8,493
|
|
|
6,016
|
|
|
39,182
|
|
|
$
|
29,160
|
|
|
10,022
|
|
||||
Less: Net Income Prior to the Offering
|
12,904
|
|
|
|
|
12,904
|
|
|
37,577
|
|
|
|
|
37,577
|
|
||||||||
Net Income Subsequent to the Offering
|
1,605
|
|
|
|
|
1,605
|
|
|
1,605
|
|
|
|
|
1,605
|
|
||||||||
Less: Net Income Attributable to Non-controlling Interests Subsequent to the Offering
|
1,079
|
|
|
|
|
1,079
|
|
|
1,079
|
|
|
|
|
1,079
|
|
||||||||
Net Income Attributable to Oasis Midstream Partners LP
|
$
|
526
|
|
|
|
|
$
|
526
|
|
|
$
|
526
|
|
|
|
|
$
|
526
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
71,569
|
|
|
$
|
56,321
|
|
Net cash used in investing activities
|
(136,861
|
)
|
|
(122,427
|
)
|
||
Net cash provided by financing activities
|
65,292
|
|
|
66,106
|
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended September 30, 2017
|
||||||||||||
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
|||||||||
|
(In thousands)
|
||||||||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
Maintenance capital expenditures
|
$
|
1,255
|
|
|
$
|
5,375
|
|
|
$
|
2,949
|
|
|
$
|
9,579
|
|
Expansion capital expenditures
|
11,443
|
|
|
45,178
|
|
|
31,866
|
|
|
88,487
|
|
||||
Total capital expenditures
(1)
|
$
|
12,698
|
|
|
$
|
50,553
|
|
|
$
|
34,815
|
|
|
$
|
98,066
|
|
•
|
Consolidated Total Leverage Ratio
: Prior to the date on which one or more of the credit parties have issued an aggregate principal amount of at least
$150.0 million
of senior notes (as permitted under the Revolving Credit Facility) (such date the “Covenant Changeover Date”) and commencing with the fiscal quarter ending
December 31, 2017
, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA (each as defined in the Credit Agreement) on a quarterly basis may not exceed
4.50 to 1.00
(or during an Acquisition Period (as defined in the Credit Agreement),
5.00 to 1.00
). On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Total Debt to EBITDA may not exceed
5.25 to 1.00
.
|
•
|
Consolidated Senior Secured Leverage Ratio
: On a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of Consolidated Senior Secured Funded Debt to EBITDA (each as defined in the Credit Agreement) may not exceed
3.75 to 1.00
.
|
•
|
Consolidated Interest Coverage Ratio
: On a quarterly basis prior to the Covenant Changeover Date and commencing with the fiscal quarter ending
December 31, 2017
, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense (each as defined in the Credit Agreement) may not be less than
3.00 to 1.00
and on a quarterly basis following the Covenant Changeover Date, the Partnership and OMP Operating’s ratio of EBITDA to Consolidated Interest Expense may not be less than
2.50 to 1.00
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest expense
|
$
|
2,733
|
|
|
$
|
2,128
|
|
|
$
|
6,965
|
|
|
$
|
3,950
|
|
Capitalized interest
(1)
|
436
|
|
|
1,181
|
|
|
658
|
|
|
4,130
|
|
||||
Amortization of deferred financing costs
(2)
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Cash Interest
|
3,162
|
|
|
$
|
3,309
|
|
|
7,616
|
|
|
$
|
8,080
|
|
||
Less: Cash Interest prior to the Offering
|
3,149
|
|
|
|
|
7,603
|
|
|
|
||||||
Cash Interest attributable to Oasis Midstream Partners LP
|
$
|
13
|
|
|
|
|
$
|
13
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In thousands)
|
||||||||||||||
Net income
|
$
|
14,509
|
|
|
$
|
8,493
|
|
|
$
|
39,182
|
|
|
$
|
29,160
|
|
Income tax expense
|
7,898
|
|
|
5,444
|
|
|
22,858
|
|
|
18,226
|
|
||||
Depreciation and amortization
|
4,147
|
|
|
1,909
|
|
|
11,359
|
|
|
5,325
|
|
||||
Interest expense, net of capitalized interest
|
2,733
|
|
|
2,128
|
|
|
6,965
|
|
|
3,950
|
|
||||
Other non-cash adjustments
|
286
|
|
|
218
|
|
|
999
|
|
|
661
|
|
||||
Adjusted EBITDA
|
29,573
|
|
|
$
|
18,192
|
|
|
81,363
|
|
|
$
|
57,322
|
|
||
Less: Adjusted EBITDA prior to the Offering
|
27,694
|
|
|
|
|
79,484
|
|
|
|
||||||
Adjusted EBITDA subsequent to the Offering
|
1,879
|
|
|
|
|
1,879
|
|
|
|
||||||
Less: Adjusted EBITDA attributable to non-controlling interests
|
1,214
|
|
|
|
|
1,214
|
|
|
|
||||||
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
665
|
|
|
|
|
665
|
|
|
|
||||||
Cash Interest attributable to Oasis Midstream Partners LP
|
13
|
|
|
|
|
13
|
|
|
|
||||||
Maintenance capital expenditures
|
84
|
|
|
|
|
84
|
|
|
|
||||||
Distributable Cash Flow attributable to Oasis Midstream Partners LP
|
$
|
568
|
|
|
|
|
$
|
568
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
29,093
|
|
|
$
|
18,547
|
|
|
$
|
71,569
|
|
|
$
|
56,321
|
|
Current tax expense
|
6,042
|
|
|
4,761
|
|
|
17,618
|
|
|
15,741
|
|
||||
Interest expense, net of capitalized interest
|
2,733
|
|
|
2,128
|
|
|
6,965
|
|
|
3,950
|
|
||||
Changes in working capital
|
(8,288
|
)
|
|
(7,244
|
)
|
|
(14,782
|
)
|
|
(18,690
|
)
|
||||
Other non-cash adjustments
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Adjusted EBITDA
|
29,573
|
|
|
$
|
18,192
|
|
|
81,363
|
|
|
$
|
57,322
|
|
||
Less: Adjusted EBITDA prior to the Offering
|
27,694
|
|
|
|
|
79,484
|
|
|
|
||||||
Adjusted EBITDA subsequent to the Offering
|
1,879
|
|
|
|
|
1,879
|
|
|
|
||||||
Less: Adjusted EBITDA attributable to non-controlling interests
|
1,214
|
|
|
|
|
1,214
|
|
|
|
||||||
Adjusted EBITDA attributable to Oasis Midstream Partners LP
|
665
|
|
|
|
|
665
|
|
|
|
||||||
Cash Interest attributable to Oasis Midstream Partners LP
|
13
|
|
|
|
|
13
|
|
|
|
||||||
Maintenance capital expenditures
|
84
|
|
|
|
|
84
|
|
|
|
||||||
Distributable Cash Flow attributable to Oasis Midstream Partners LP
|
$
|
568
|
|
|
|
|
$
|
568
|
|
|
|
Exhibit
No. |
|
Description of Exhibit
|
|
|
|
|
Certificate of Limited Partnership of Oasis Midstream Partners LP, incorporated herein by reference to Exhibit 3.1 to the Form S-1 filed by the Partnership on May 12, 2017.
|
|
|
|
|
|
Certificate of Amendment to Certificate of Limited Partnership of Oasis Midstream Partners LP, incorporated herein by reference to Exhibit 3.2 to the Form S-1 filed by the Partnership on May 12, 2017.
|
|
|
|
|
|
Amended and Restated Agreement of Limited Partnership of Oasis Midstream Partners LP, dated September 25, 2017, by and between OMP GP LLC, as the general partner, and OMS Holdings LLC, as the organizational limited partner, incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Certificate of Formation of OMP GP LLC, incorporated herein by reference to Exhibit 3.4 to the Form S-1 filed by the Partnership on May 12, 2017.
|
|
|
|
|
|
Certificate of Amendment to Certificate of Formation of OMP GP LLC, incorporated herein by reference to Exhibit 3.5 to the Amendment No. 2 to Form S-1 filed by the Partnership on May 30, 2017.
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of OMP GP LLC, incorporated herein by reference to Exhibit 3.6 to the Amendment No. 2 to Form S-1 filed by the Partnership on May 30, 2017.
|
|
|
|
|
|
Contribution Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum LLC, OMS Holdings LLC, Oasis Midstream Services LLC, OMP GP LLC and OMP Operating LLC, incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Omnibus Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum Inc., Oasis Petroleum LLC, OMS Holdings LLC, Oasis Midstream Services LLC, OMP GP LLC and OMP Operating LLC, incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Gas Gathering, Compression, Processing and Gas Lift Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC, Oasis Petroleum Marketing LLC and Oasis Midstream Services LLC, incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Crude Oil Gathering, Stabilization, Blending and Storage Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC, Oasis Petroleum Marketing LLC and Oasis Midstream Services LLC, incorporated herein by reference to Exhibit 10.4 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Produced and Flowback Water Gathering and Disposal Agreement - Wild Basin, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC and Oasis Midstream Services LLC, incorporated herein by reference to Exhibit 10.5 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Produced and Flowback Water Gathering and Disposal Agreement - Beartooth Area, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC and Oasis Midstream Services LLC, incorporated herein by reference to Exhibit 10.6 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Freshwater Purchase and Sales Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum North America LLC and Oasis Midstream Services LLC, incorporated herein by reference to Exhibit 10.7 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Amendment #1 and Assignment Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, Oasis Petroleum Marketing LLC and Oasis Midstream Services LLC, incorporated herein by reference to Exhibit 10.8 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Registration Rights Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and OMS Holdings Inc., incorporated herein by reference to Exhibit 10.9 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Revolving Credit Agreement, dated as of September 25, 2017, by and among Oasis Midstream Partners LP, as parent, OMP Operating LLC, as borrower, and Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto, incorporated herein by reference to Exhibit 10.10 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Services and Secondment Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Oasis Petroleum Inc., incorporated herein by reference to Exhibit 10.11 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of Bighorn DevCo LLC, dated as of September 25, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member, incorporated herein by reference to Exhibit 10.12 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC, dated as of September 25, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member, incorporated herein by reference to Exhibit 10.13 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC, dated as of September 25, 2017, by and between OMP Operating LLC, as the member, and Oasis Midstream Services LLC, as the original member, incorporated herein by reference to Exhibit 10.14 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Thomas B. Nusz, incorporated herein by reference to Exhibit 10.15 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Taylor L. Reid, incorporated herein by reference to Exhibit 10.16 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Michael H. Lou, incorporated herein by reference to Exhibit 10.17 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Richard N. Robuck, incorporated herein by reference to Exhibit 10.18 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Nickolas J. Lorentzatos, incorporated herein by reference to Exhibit 10.19 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Phillip D. Kramer, incorporated herein by reference to Exhibit 10.20 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Indemnification Agreement, dated as of September 25, 2017, by and between Oasis Midstream Partners LP and Matthew D. Fitzgerald, incorporated herein by reference to Exhibit 10.21 to the Form 8-K filed by the Partnership on September 29, 2017.
|
|
|
|
|
|
Oasis Midstream Partners LP 2017 Long Term Incentive Plan, incorporated herein by reference to Exhibit 4.4 to the Form S-8 filed by the Partnership on September 25, 2017.
|
|
|
|
|
|
Form of Restricted Unit Award Agreement, incorporated herein by reference to Exhibit 4.5 to the Form S-8 filed by the Partnership on September 25, 2017.
|
|
|
|
|
|
Form of Restricted Unit Award Grant Notice, incorporated herein by reference to Exhibit 4.6 to the Form S-8 filed by the Partnership on September 25, 2017.
|
|
|
|
|
|
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC, dated as of November 7, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member
|
|
|
|
|
|
Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC, dated as of November 7, 2017, by and between OMP Operating LLC, as the managing member, and Oasis Midstream Services LLC, as a member.
|
|
|
|
|
|
Sarbanes-Oxley Section 302 certification of Principal Executive Officer.
|
|
|
|
|
|
Sarbanes-Oxley Section 302 certification of Principal Financial Officer.
|
|
|
|
|
|
Sarbanes-Oxley Section 906 certification of Principal Executive Officer.
|
|
|
|
|
|
Sarbanes-Oxley Section 906 certification of Principal Financial Officer.
|
|
|
|
|
101.INS(a)
|
|
XBRL Instance Document.
|
|
|
|
101.SCH(a)
|
|
XBRL Schema Document.
|
|
|
|
101.CAL(a)
|
|
XBRL Calculation Linkbase Document.
|
|
|
|
101.DEF(a)
|
|
XBRL Definition Linkbase Document.
|
|
|
|
101.LAB(a)
|
|
XBRL Labels Linkbase Document.
|
|
|
|
101.PRE(a)
|
|
XBRL Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OASIS MIDSTREAM PARTNERS LP
|
|
|
|
|
|
|||
Date:
|
November 8, 2017
|
|
By:
|
|
/s/ Taylor L. Reid
|
||
|
|
|
|
|
|
|
Taylor L. Reid
|
|
|
|
|
|
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
By:
|
|
/s/ Richard N. Robuck
|
||
|
|
|
|
|
|
|
Richard N. Robuck
|
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)
|
|
|
|
|
|
|
OMP OPERATING LLC
|
|
|
|
|
|
|
|
Date:
|
November 8, 2017
|
|
|
|
|
/s/ Michael H. Lou
|
|
|
|
|
|
|
Michael H. Lou
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
OMP OPERATING LLC
|
|
|
|
|
|
|
|
Date:
|
November 8, 2017
|
|
|
|
|
/s/ Michael H. Lou
|
|
|
|
|
|
|
Michael H. Lou
|
|
|
|
|
|
|
President
|
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)) 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.
|
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
|
c.
|
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:
|
November 8, 2017
|
|
|
|
|
/s/ Taylor L. Reid
|
|
|
|
|
|
|
Taylor L. Reid
|
|
|
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
(Principal Executive Officer)
|
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)) 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.
|
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
|
c.
|
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:
|
November 8, 2017
|
|
|
|
|
/s/ Richard N. Robuck
|
|
|
|
|
|
|
Richard N. Robuck
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Accounting Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
(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 Partnership.
|
|
|
|
|
|
|
|
Date:
|
November 8, 2017
|
|
|
|
|
/s/ Taylor L. Reid
|
|
|
|
|
|
|
Taylor L. Reid
|
|
|
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
(Principal Executive Officer)
|
(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 Partnership.
|
|
|
|
|
|
|
|
Date:
|
November 8, 2017
|
|
|
|
|
/s/ Richard N. Robuck
|
|
|
|
|
|
|
Richard N. Robuck
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Accounting Officer and Principal Financial Officer)
|