Condensed Consolidating Financial Statements | Condensed Consolidating Financial Statements The Notes (see Note 10 — 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 (see Note 3 – Oasis Midstream Partners LP ), 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. Condensed Consolidating Balance Sheet December 31, 2017 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany 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 Condensed Consolidating Balance Sheet December 31, 2016 Parent/ Combined Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 166 $ 11,060 $ — $ 11,226 Accounts receivable, net — 204,335 — 204,335 Accounts receivable - affiliates 252,000 27,619 (279,619 ) — Inventory — 10,648 — 10,648 Prepaid expenses 275 7,348 — 7,623 Derivative instruments — 362 — 362 Other current assets — 4,355 — 4,355 Total current assets 252,441 265,727 (279,619 ) 238,549 Property, plant and equipment Oil and gas properties (successful efforts method) — 7,296,568 — 7,296,568 Other property and equipment — 618,790 — 618,790 Less: accumulated depreciation, depletion, amortization and impairment — (1,995,791 ) — (1,995,791 ) Total property, plant and equipment, net — 5,919,567 — 5,919,567 Investments in and advances to subsidiaries 4,451,192 — (4,451,192 ) — Deferred income taxes 220,058 — (220,058 ) — Other assets — 20,516 — 20,516 Total assets $ 4,923,691 $ 6,205,810 $ (4,950,869 ) $ 6,178,632 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 4,645 $ — $ 4,645 Accounts payable - affiliates 27,619 252,000 (279,619 ) — Revenues and production taxes payable — 139,737 — 139,737 Accrued liabilities 12 119,161 — 119,173 Accrued interest payable 38,689 315 — 39,004 Derivative instruments — 60,469 — 60,469 Advances from joint interest partners — 7,597 — 7,597 Other current liabilities — 10,490 — 10,490 Total current liabilities 66,320 594,414 (279,619 ) 381,115 Long-term debt 1,934,214 363,000 — 2,297,214 Deferred income taxes — 733,587 (220,058 ) 513,529 Asset retirement obligations — 48,985 — 48,985 Derivative instruments — 11,714 — 11,714 Other liabilities — 2,918 — 2,918 Total liabilities 2,000,534 1,754,618 (499,677 ) 3,255,475 Stockholders’ equity Capital contributions from affiliates — 3,388,893 (3,388,893 ) — Common stock, $0.01 par value: 450,000,000 shares authorized; 237,201,064 shares issued and 236,344,172 shares outstanding 2,331 — — 2,331 Treasury stock, at cost: 856,892 shares (15,950 ) — — (15,950 ) Additional paid-in-capital 2,345,271 8,743 (8,743 ) 2,345,271 Retained earnings 591,505 1,053,556 (1,053,556 ) 591,505 Total stockholders’ equity 2,923,157 4,451,192 (4,451,192 ) 2,923,157 Total liabilities and stockholders’ equity $ 4,923,691 $ 6,205,810 $ (4,950,869 ) $ 6,178,632 Condensed Consolidating Statement of Operations Year Ended December 31, 2017 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 1,034,892 $ — $ — $ 1,034,892 Purchased oil and gas sales — 87,989 — — 87,989 Midstream revenues — 46,649 59,821 (33,718 ) 72,752 Well services revenues — 52,791 — — 52,791 Total revenues — 1,222,321 59,821 (33,718 ) 1,248,424 Operating expenses Lease operating expenses — 189,548 — (12,414 ) 177,134 Midstream operating expenses — 11,117 15,098 (8,626 ) 17,589 Well services operating expenses — 37,228 — — 37,228 Marketing, transportation and gathering expenses — 61,571 — (5,831 ) 55,740 Purchased oil and gas expenses — 89,320 — — 89,320 Production taxes — 88,133 — — 88,133 Depreciation, depletion and amortization — 528,615 4,626 (2,439 ) 530,802 Exploration expenses — 11,600 — — 11,600 Impairment — 6,887 — — 6,887 General and administrative expenses 27,616 61,513 5,110 (2,442 ) 91,797 Total operating expenses 27,616 1,085,532 24,834 (31,752 ) 1,106,230 Gain on sale of properties — 1,774 — — 1,774 Operating income (loss) (27,616 ) 138,563 34,987 (1,966 ) 143,968 Other income (expense) Equity in earnings of subsidiaries 323,953 34,968 — (358,921 ) — Net loss on derivative instruments — (71,657 ) — — (71,657 ) Interest expense, net of capitalized interest (131,329 ) (15,489 ) (19 ) — (146,837 ) Other income (expense) 1 (1,333 ) — — (1,332 ) Total other income (expense) 192,625 (53,511 ) (19 ) (358,921 ) (219,826 ) Income (loss) before income taxes 165,009 85,052 34,968 (360,887 ) (75,858 ) Income tax benefit (expense) (41,213 ) 244,517 — — 203,304 Net income including non-controlling interests 123,796 329,569 34,968 (360,887 ) 127,446 Less: Net income attributable to non-controlling interests — 3,650 23,329 (23,329 ) 3,650 Net income attributable to Oasis $ 123,796 $ 325,919 $ 11,639 $ (337,558 ) $ 123,796 Condensed Consolidating Statement of Operations Year Ended December 31, 2016 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 625,233 $ — $ 625,233 Purchased oil and gas sales — 10,272 — 10,272 Midstream revenues — 35,406 — 35,406 Well services revenues — 33,754 — 33,754 Total revenues — 704,665 — 704,665 Operating expenses Lease operating expenses — 135,444 — 135,444 Midstream operating expenses — 9,003 — 9,003 Well services operating expenses — 20,675 — 20,675 Marketing, transportation and gathering expenses — 30,108 — 30,108 Purchased oil and gas expenses — 10,258 — 10,258 Production taxes — 56,565 — 56,565 Depreciation, depletion and amortization — 476,331 — 476,331 Exploration expenses — 1,785 — 1,785 Impairment — 4,684 — 4,684 General and administrative expenses 25,356 63,986 — 89,342 Total operating expenses 25,356 808,839 — 834,195 Loss on sale of properties — (1,303 ) — (1,303 ) Operating loss (25,356 ) (105,477 ) — (130,833 ) Other income (expense) Equity in loss of subsidiaries (140,978 ) — 140,978 — Net loss on derivative instruments — (105,317 ) — (105,317 ) Interest expense, net of capitalized interest (130,356 ) (9,949 ) — (140,305 ) Gain on extinguishment of debt 4,741 — — 4,741 Other income 137 23 — 160 Total other expense (266,456 ) (115,243 ) 140,978 (240,721 ) Loss before income taxes (291,812 ) (220,720 ) 140,978 (371,554 ) Income tax benefit 48,796 79,742 — 128,538 Net loss $ (243,016 ) $ (140,978 ) $ 140,978 $ (243,016 ) Condensed Consolidating Statement of Operations Year Ended December 31, 2015 Parent/ Combined Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 721,672 $ — $ 721,672 Midstream revenues — 23,769 — 23,769 Well services revenues — 44,294 — 44,294 Total revenues — 789,735 — 789,735 Operating expenses Lease operating expenses — 144,481 — 144,481 Midstream operating expenses — 6,198 — 6,198 Well services operating expenses — 24,782 — 24,782 Marketing, transportation and gathering expenses — 31,610 — 31,610 Production taxes — 69,584 — 69,584 Depreciation, depletion and amortization — 485,322 — 485,322 Exploration expenses — 2,369 — 2,369 Rig termination — 3,895 — 3,895 Impairment — 46,109 — 46,109 General and administrative expenses 27,930 61,619 — 89,549 Total operating expenses 27,930 875,969 — 903,899 Operating loss (27,930 ) (86,234 ) — (114,164 ) Other income (expense) Equity in earnings of subsidiaries 69,986 — (69,986 ) — Net gain on derivative instruments — 210,376 — 210,376 Interest expense, net of capitalized interest (138,166 ) (11,482 ) — (149,648 ) Other income (expense) 5 (2,940 ) — (2,935 ) Total other income (expense) (68,175 ) 195,954 (69,986 ) 57,793 Income (loss) before income taxes (96,105 ) 109,720 (69,986 ) (56,371 ) Income tax benefit (expense) 55,857 (39,734 ) — 16,123 Net income (loss) $ (40,248 ) $ 69,986 $ (69,986 ) $ (40,248 ) Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2017 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income including non-controlling interests $ 123,796 $ 329,569 $ 34,968 $ (360,887 ) $ 127,446 Adjustments to reconcile net income including non-controlling interests to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (323,953 ) (34,968 ) — 358,921 — Depreciation, depletion and amortization — 528,615 4,626 (2,439 ) 530,802 Gain on sale of properties — (1,774 ) — — (1,774 ) Impairment — 6,887 — — 6,887 Deferred income taxes 41,213 (244,097 ) — — (202,884 ) Derivative instruments — 71,657 — — 71,657 Equity-based compensation expenses 25,436 1,045 53 — 26,534 Deferred financing costs amortization and other 15,392 2,794 125 — 18,311 Working capital and other changes: Change in accounts receivable (173,668 ) (209,183 ) (53,623 ) 277,887 (158,587 ) Change in inventory — (2,501 ) — — (2,501 ) Change in prepaid expenses 9 (98 ) (749 ) — (838 ) Change in other current assets — 148 — — 148 Change in long-term inventory and other assets — (12,143 ) — — (12,143 ) Change in accounts payable, interest payable and accrued liabilities 7,074 329,520 56,601 (277,887 ) 115,308 Change in other current liabilities — (10,450 ) — — (10,450 ) Change in other liabilities — (40 ) — — (40 ) Net cash provided by (used in) operating activities (284,701 ) 754,981 42,001 (4,405 ) 507,876 Cash flows from investing activities: Capital expenditures — (594,945 ) (52,404 ) — (647,349 ) Acquisitions — (61,874 ) (66,679 ) 66,679 (61,874 ) Proceeds from sale of properties — 72,453 — (66,679 ) 5,774 Costs related to sale of properties — (366 ) — — (366 ) Derivative settlements — (8,264 ) — — (8,264 ) Advances from joint interest partners — (2,681 ) — — (2,681 ) Net cash used in investing activities — (595,677 ) (119,083 ) — (714,760 ) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 1,084,000 78,000 — 1,162,000 Principal payments on Revolving Credit Facilities — (1,377,000 ) — — (1,377,000 ) Deferred financing costs — (577 ) (2,137 ) — (2,714 ) Proceeds from sale of common stock 302,191 — — — 302,191 Proceeds from issuance of Oasis Midstream common units, net of offering costs — — 134,185 — 134,185 Purchases of treasury stock (6,229 ) — — — (6,229 ) Investment in subsidiaries / capital contributions from parent (11,194 ) 138,872 (132,083 ) 4,405 — Other (55 ) — — — (55 ) Net cash provided by (used in) financing activities 284,713 (154,705 ) 77,965 4,405 212,378 Increase in cash and cash equivalents 12 4,599 883 — 5,494 Cash and cash equivalents at beginning of period 166 11,060 — — 11,226 Cash and cash equivalents at end of period $ 178 $ 15,659 $ 883 $ — $ 16,720 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2016 Parent/ Combined Intercompany Consolidated (In thousands) Cash flows from operating activities: Net loss $ (243,016 ) $ (140,978 ) $ 140,978 $ (243,016 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity in loss of subsidiaries 140,978 — (140,978 ) — Depreciation, depletion and amortization — 476,331 — 476,331 Gain on extinguishment of debt (4,741 ) — — (4,741 ) Loss on sale of properties — 1,303 — 1,303 Impairment — 4,684 — 4,684 Deferred income taxes (48,796 ) (79,742 ) — (128,538 ) Derivative instruments — 105,317 — 105,317 Equity-based compensation expenses 23,346 757 — 24,103 Deferred financing costs amortization and other 9,107 5,227 — 14,334 Working capital and other changes: Change in accounts receivable (250,737 ) 207,931 30,883 (11,923 ) Change in inventory — 254 — 254 Change in prepaid expenses 3 (298 ) — (295 ) Change in other current assets — (305 ) — (305 ) Change in long-term inventory and other assets 100 (251 ) — (151 ) Change in accounts payable, interest payable and accrued liabilities (230,518 ) 247,562 (30,883 ) (13,839 ) Change in other current liabilities — 4,490 — 4,490 Change in other liabilities — 10 — 10 Net cash provided by (used in) operating activities (604,274 ) 832,292 — 228,018 Cash flows from investing activities: Capital expenditures — (426,256 ) — (426,256 ) Acquisitions — (781,522 ) — (781,522 ) Proceeds from sale of properties — 12,333 — 12,333 Costs related to sale of properties — (310 ) — (310 ) Derivative settlements — 121,977 — 121,977 Advances from joint interest partners — 2,950 — 2,950 Net cash used in investing activities — (1,070,828 ) — (1,070,828 ) Cash flows from financing activities: Proceeds from Oasis Credit Facility — 1,407,000 — 1,407,000 Principal payments on Oasis Credit Facility — (1,182,000 ) — (1,182,000 ) Repurchase of senior unsecured notes (435,907 ) — — (435,907 ) Proceeds from issuance of senior unsecured convertible notes 300,000 — — 300,000 Deferred financing costs (8,197 ) (930 ) — (9,127 ) Proceeds from sale of common stock 766,670 — — 766,670 Purchases of treasury stock (2,330 ) — — (2,330 ) Investment in subsidiaries / capital contributions from parent (16,573 ) 16,573 — — Net cash provided by financing activities 603,663 240,643 — 844,306 Increase (decrease) in cash and cash equivalents (611 ) 2,107 — 1,496 Cash and cash equivalents at beginning of period 777 8,953 — 9,730 Cash and cash equivalents at end of period $ 166 $ 11,060 $ — $ 11,226 Condensed Consolidating Statement of Cash Flows Year Ended December 31, 2015 Parent/ Combined Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income (loss) $ (40,248 ) $ 69,986 $ (69,986 ) $ (40,248 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries (69,986 ) — 69,986 — Depreciation, depletion and amortization — 485,322 — 485,322 Impairment — 46,109 — 46,109 Deferred income taxes (55,857 ) 39,743 — (16,114 ) Derivative instruments — (210,376 ) — (210,376 ) Equity-based compensation expenses 24,762 510 — 25,272 Deferred financing costs amortization and other 4,964 7,335 — 12,299 Working capital and other changes: Change in accounts receivable (482 ) (47,553 ) 156,496 108,461 Change in inventory — 6,873 — 6,873 Change in prepaid expenses 19 1,809 — 1,828 Change in other current assets — 6,489 — 6,489 Change in long-term inventory and other assets — (950 ) — (950 ) Change in accounts payable, interest payable and accrued liabilities 156,039 (71,160 ) (156,496 ) (71,617 ) Change in other current liabilities — 6,500 — 6,500 Change in other liabilities — (33 ) — (33 ) Net cash provided by operating activities 19,211 340,604 — 359,815 Cash flows from investing activities: Capital expenditures — (819,847 ) — (819,847 ) Acquisitions — (28,817 ) — (28,817 ) Proceeds from sale of properties — 1,075 — 1,075 Derivative settlements — 370,410 — 370,410 Advances from joint interest partners — (1,969 ) — (1,969 ) Net cash used in investing activities — (479,148 ) — (479,148 ) Cash flows from financing activities: Proceeds from Oasis Credit Facility — 630,000 — 630,000 Principal payments on Oasis Credit Facility — (992,000 ) — (992,000 ) Deferred financing costs (11,045 ) (3,587 ) — (14,632 ) Proceeds from sale of common stock 462,833 — — 462,833 Purchases of treasury stock (2,949 ) — — (2,949 ) Investment in subsidiaries / capital contributions from parent (468,049 ) 468,049 — — Net cash provided by (used in) financing activities (19,210 ) 102,462 — 83,252 Increase (decrease) in cash and cash equivalents 1 (36,082 ) — (36,081 ) Cash and cash equivalents at beginning of period 776 45,035 — 45,811 Cash and cash equivalents at end of period $ 777 $ 8,953 $ — $ 9,730 |