Condensed Consolidating Financial Information | 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. For the three months ended March 31, 2018, the Company has revised the condensed consolidating financial statements to reflect the correction of errors, which had no effect on the Company’s net income. All impacts of the revision are included in the Combined Guarantor Subsidiaries financial information. Please see Note 2 — Summary of Significant Accounting Policies for more information related to the revision. Condensed Consolidating Balance Sheet March 31, 2019 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 144 $ 10,039 $ 5,259 $ — $ 15,442 Accounts receivable, net — 453,220 3,419 — 456,639 Accounts receivable - affiliates 597,551 80,273 79,659 (757,483 ) — Inventory — 35,997 272 — 36,269 Prepaid expenses 503 6,535 1,366 — 8,404 Derivative instruments — 4,467 — — 4,467 Other current assets — 309 — — 309 Total current assets 598,198 590,840 89,975 (757,483 ) 521,530 Property, plant and equipment Oil and gas properties (successful efforts method) — 9,085,886 — (12,801 ) 9,073,085 Other property and equipment — 233,131 983,632 — 1,216,763 Less: accumulated depreciation, depletion, amortization and impairment — (3,161,469 ) (71,637 ) — (3,233,106 ) Total property, plant and equipment, net — 6,157,548 911,995 (12,801 ) 7,056,742 Investments in and advances to subsidiaries 4,824,586 373,669 — (5,198,255 ) — Derivative instruments — 181 — — 181 Deferred income taxes 236,242 — — (236,242 ) — Long-term inventory — 13,767 — — 13,767 Operating right-of-use assets — 21,639 3,102 — 24,741 Other assets — 26,705 2,680 — 29,385 Total assets $ 5,659,026 $ 7,184,349 $ 1,007,752 $ (6,204,781 ) $ 7,646,346 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 10,024 $ 148 $ — $ 10,172 Accounts payable - affiliates 47,402 677,210 32,871 (757,483 ) — Revenues and production taxes payable — 249,160 409 — 249,569 Accrued liabilities 211 274,910 63,698 — 338,819 Accrued interest payable 20,758 549 624 — 21,931 Derivative instruments — 27,663 — — 27,663 Advances from joint interest partners — 5,072 — — 5,072 Current operating lease liabilities — 10,796 2,339 — 13,135 Other current liabilities — 2,469 16 — 2,485 Total current liabilities 68,371 1,257,853 100,105 (757,483 ) 668,846 Long-term debt 1,953,333 493,000 345,000 — 2,791,333 Deferred income taxes — 532,750 — (236,242 ) 296,508 Asset retirement obligations — 51,871 1,533 — 53,404 Derivative instruments — 1,271 — — 1,271 Operating lease liabilities — 16,825 785 — 17,610 Other liabilities — 5,928 311 — 6,239 Total liabilities 2,021,704 2,359,498 447,734 (993,725 ) 3,835,211 Stockholders’ equity Capital contributions from affiliates — 3,225,865 164,887 (3,390,752 ) — Common stock, $0.01 par value: 900,000,000 shares authorized; 324,829,258 shares issued and 322,051,268 shares outstanding 3,182 — — — 3,182 Treasury stock, at cost: 2,777,990 shares (33,286 ) — — — (33,286 ) Additional paid-in-capital 3,087,592 8,234 — (8,743 ) 3,087,083 Retained earnings 579,834 1,404,403 82,887 (1,499,317 ) 567,807 Oasis share of stockholders’ equity 3,637,322 4,638,502 247,774 (4,898,812 ) 3,624,786 Non-controlling interests — 186,349 312,244 (312,244 ) 186,349 Total stockholders’ equity 3,637,322 4,824,851 560,018 (5,211,056 ) 3,811,135 Total liabilities and stockholders’ equity $ 5,659,026 $ 7,184,349 $ 1,007,752 $ (6,204,781 ) $ 7,646,346 Condensed Consolidating Balance Sheet December 31, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands, except share data) ASSETS Current assets Cash and cash equivalents $ 179 $ 15,362 $ 6,649 $ — $ 22,190 Accounts receivable, net — 385,121 2,481 — 387,602 Accounts receivable - affiliates 643,382 76,127 80,805 (800,314 ) — Inventory — 33,106 22 — 33,128 Prepaid expenses 373 9,206 1,418 — 10,997 Derivative instruments — 99,930 — — 99,930 Intangible assets, net — 125 — — 125 Other current assets — 183 — — 183 Total current assets 643,934 619,160 91,375 (800,314 ) 554,155 Property, plant and equipment Oil and gas properties (successful efforts method) — 8,923,291 — (11,102 ) 8,912,189 Other property and equipment — 218,617 933,155 — 1,151,772 Less: accumulated depreciation, depletion, amortization and impairment — (2,974,122 ) (62,730 ) — (3,036,852 ) Total property, plant and equipment, net — 6,167,786 870,425 (11,102 ) 7,027,109 Investments in and advances to subsidiaries 4,910,111 367,141 — (5,277,252 ) — Derivative instruments — 6,945 — — 6,945 Deferred income taxes 219,670 — — (219,670 ) — Long-term inventory — 12,260 — — 12,260 Other assets — 23,221 2,452 — 25,673 Total assets $ 5,773,715 $ 7,196,513 $ 964,252 $ (6,308,338 ) $ 7,626,142 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ — $ 18,567 $ 1,599 $ — $ 20,166 Accounts payable - affiliates 43,113 724,187 33,014 (800,314 ) — Revenues and production taxes payable — 216,114 581 — 216,695 Accrued liabilities 71 273,923 57,657 — 331,651 Accrued interest payable 37,096 502 442 — 38,040 Derivative instruments — 84 — — 84 Advances from joint interest partners — 5,140 — — 5,140 Total current liabilities 80,280 1,238,517 93,293 (800,314 ) 611,776 Long-term debt 1,949,276 468,000 318,000 — 2,735,276 Deferred income taxes — 519,725 — (219,670 ) 300,055 Asset retirement obligations — 50,870 1,514 — 52,384 Derivative instruments — 20 — — 20 Other liabilities — 7,751 — — 7,751 Total liabilities 2,029,556 2,284,883 412,807 (1,019,984 ) 3,707,262 Stockholders’ equity Capital contributions from affiliates — 3,226,837 177,049 (3,403,886 ) — Common stock, $0.01 par value: 900,000,000 shares authorized; 320,469,049 shares issued and 318,377,161 shares outstanding 3,157 — — — 3,157 Treasury stock, at cost: 2,091,888 shares (29,025 ) — — — (29,025 ) Additional paid-in-capital 3,078,203 8,295 — (8,743 ) 3,077,755 Retained earnings 691,824 1,492,194 61,581 (1,562,910 ) 682,689 Oasis share of stockholders’ equity 3,744,159 4,727,326 238,630 (4,975,539 ) 3,734,576 Non-controlling interests — 184,304 312,815 (312,815 ) 184,304 Total stockholders’ equity 3,744,159 4,911,630 551,445 (5,288,354 ) 3,918,880 Total liabilities and stockholders’ equity $ 5,773,715 $ 7,196,513 $ 964,252 $ (6,308,338 ) $ 7,626,142 Condensed Consolidating Statement of Operations Three Months Ended March 31, 2019 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 368,782 $ — $ — $ 368,782 Purchased oil and gas sales — 148,471 — — 148,471 Midstream revenues — 3,070 91,651 (46,700 ) 48,021 Well services revenues — 10,458 — — 10,458 Total revenues — 530,781 91,651 (46,700 ) 575,732 Operating expenses Lease operating expenses — 71,785 — (13,341 ) 58,444 Midstream expenses — 1,848 26,915 (12,034 ) 16,729 Well services expenses — 6,970 — — 6,970 Marketing, transportation and gathering expenses — 45,237 — (10,287 ) 34,950 Purchased oil and gas expenses — 149,904 — — 149,904 Production taxes — 29,618 — — 29,618 Depreciation, depletion and amortization — 186,069 8,929 (5,165 ) 189,833 Exploration expenses — 830 — — 830 Impairment — 629 — — 629 General and administrative expenses 9,087 20,825 8,720 (4,173 ) 34,459 Total operating expenses 9,087 513,715 44,564 (45,000 ) 522,366 Loss on sale of properties — (2,922 ) — — (2,922 ) Operating income (loss) (9,087 ) 14,144 47,087 (1,700 ) 50,444 Other income (expense) Equity in earnings (loss) of subsidiaries (89,492 ) 43,339 — 46,153 — Net loss on derivative instruments — (117,611 ) — — (117,611 ) Interest expense, net of capitalized interest (32,876 ) (7,844 ) (3,748 ) — (44,468 ) Other expense — (46 ) — — (46 ) Total other expense (122,368 ) (82,162 ) (3,748 ) 46,153 (162,125 ) Income (loss) before income taxes (131,455 ) (68,018 ) 43,339 44,453 (111,681 ) Income tax benefit (expense) 16,573 (12,870 ) — — 3,703 Net income (loss) including non-controlling interests (114,882 ) (80,888 ) 43,339 44,453 (107,978 ) Less: Net income attributable to non-controlling interests — 6,904 21,796 (21,796 ) 6,904 Net income (loss) attributable to Oasis $ (114,882 ) $ (87,792 ) $ 21,543 $ 66,249 $ (114,882 ) Condensed Consolidating Statement of Operations Three Months Ended March 31, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Revenues Oil and gas revenues $ — $ 366,595 $ — $ — $ 366,595 Purchased oil and gas sales — 67,709 — — 67,709 Midstream revenues — 1,150 61,421 (34,649 ) 27,922 Well services revenues — 11,586 — — 11,586 Total revenues — 447,040 61,421 (34,649 ) 473,812 Operating expenses Lease operating expenses — 55,699 — (10,918 ) 44,781 Midstream expenses — 746 17,116 (9,877 ) 7,985 Well services expenses — 7,387 — — 7,387 Marketing, transportation and gathering expenses — 26,672 — (5,659 ) 21,013 Purchased oil and gas expenses — 70,594 — — 70,594 Production taxes — 31,000 — — 31,000 Depreciation, depletion and amortization — 146,227 6,364 (3,326 ) 149,265 Exploration expenses — 769 — — 769 Impairment — 93 — — 93 General and administrative expenses 7,232 17,678 6,150 (3,120 ) 27,940 Total operating expenses 7,232 356,865 29,630 (32,900 ) 360,827 Operating income (loss) (7,232 ) 90,175 31,791 (1,749 ) 112,985 Other income (expense) Equity in earnings of subsidiaries 32,164 31,529 — (63,693 ) — Net loss on derivative instruments — (71,116 ) — — (71,116 ) Interest expense, net of capitalized interest (32,446 ) (4,438 ) (262 ) — (37,146 ) Other expense — (183 ) — — (183 ) Total other expense (282 ) (44,208 ) (262 ) (63,693 ) (108,445 ) Income (loss) before income taxes (7,514 ) 45,967 31,529 (65,442 ) 4,540 Income tax benefit (expense) 8,104 (8,932 ) — — (828 ) Net income including non-controlling interests 590 37,035 31,529 (65,442 ) 3,712 Less: Net income attributable to non-controlling interests — 3,122 21,574 (21,574 ) 3,122 Net income attributable to Oasis $ 590 $ 33,913 $ 9,955 $ (43,868 ) $ 590 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2019 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income (loss) including non-controlling interests $ (114,882 ) $ (80,888 ) $ 43,339 $ 44,453 $ (107,978 ) Adjustments to reconcile net income (loss) including non-controlling interests to net cash provided by operating activities: Equity in earnings (loss) of subsidiaries 89,492 (43,339 ) — (46,153 ) — Depreciation, depletion and amortization — 186,069 8,929 (5,165 ) 189,833 Loss on sale of properties — 2,922 — — 2,922 Impairment — 629 — — 629 Deferred income taxes (16,573 ) 13,026 — — (3,547 ) Derivative instruments — 117,611 — — 117,611 Equity-based compensation expenses 8,339 555 119 — 9,013 Deferred financing costs amortization and other 4,058 2,681 191 — 6,930 Working capital and other changes: Change in accounts receivable, net 45,831 (74,291 ) 208 (42,831 ) (71,083 ) Change in inventory — (3,184 ) — — (3,184 ) Change in prepaid expenses (130 ) 1,583 52 — 1,505 Change in accounts payable, interest payable and accrued liabilities (11,909 ) 2,306 3,438 42,831 36,666 Change in other assets and liabilities, net — (4,165 ) (226 ) — (4,391 ) Net cash provided by operating activities 4,226 121,515 56,050 (6,865 ) 174,926 Cash flows from investing activities: Capital expenditures — (187,990 ) (49,458 ) — (237,448 ) Derivative settlements — 13,446 — — 13,446 Net cash used in investing activities — (174,544 ) (49,458 ) — (224,002 ) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 388,000 32,000 — 420,000 Principal payments on Revolving Credit Facilities — (363,000 ) (5,000 ) — (368,000 ) Deferred financing costs — — (43 ) — (43 ) Purchases of treasury stock (4,261 ) — — — (4,261 ) Distributions to non-controlling interests — 16,985 (21,922 ) — (4,937 ) Investment in subsidiaries / capital contributions from parent — 5,923 (12,788 ) 6,865 — Other — (202 ) (229 ) — (431 ) Net cash provided by (used in) financing activities (4,261 ) 47,706 (7,982 ) 6,865 42,328 Decrease in cash and cash equivalents (35 ) (5,323 ) (1,390 ) — (6,748 ) Cash and cash equivalents at beginning of period 179 15,362 6,649 — 22,190 Cash and cash equivalents at end of period $ 144 $ 10,039 $ 5,259 $ — $ 15,442 Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2018 Parent/ Combined Combined Non-guarantor Subsidiaries Intercompany Consolidated (In thousands) Cash flows from operating activities: Net income including non-controlling interests $ 590 $ 37,035 $ 31,529 $ (65,442 ) $ 3,712 Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: Equity in earnings of subsidiaries (32,164 ) (31,529 ) — 63,693 — Depreciation, depletion and amortization — 146,227 6,364 (3,326 ) 149,265 Impairment — 93 — — 93 Deferred income taxes (8,104 ) 8,932 — — 828 Derivative instruments — 71,116 — — 71,116 Equity-based compensation expenses 6,418 273 63 — 6,754 Deferred financing costs amortization and other 3,929 1,432 114 — 5,475 Working capital and other changes: Change in accounts receivable, net 51,714 (23,888 ) 36,992 (70,526 ) (5,708 ) Change in inventory — (3,672 ) — — (3,672 ) Change in prepaid expenses (180 ) 641 31 — 492 Change in accounts payable, interest payable and accrued liabilities (12,832 ) (66,000 ) 8,062 70,526 (244 ) Change in other assets and liabilities, net — 248 — — 248 Net cash provided by operating activities 9,371 140,908 83,155 (5,075 ) 228,359 Cash flows from investing activities: Capital expenditures — (169,994 ) (84,844 ) — (254,838 ) Acquisitions — (520,728 ) — — (520,728 ) Derivative settlements — (36,974 ) — — (36,974 ) Other — (28 ) — — (28 ) Net cash used in investing activities — (727,724 ) (84,844 ) — (812,568 ) Cash flows from financing activities: Proceeds from Revolving Credit Facilities — 1,413,000 57,000 — 1,470,000 Principal payments on Revolving Credit Facilities — (857,000 ) (18,000 ) — (875,000 ) Deferred financing costs — (215 ) — — (215 ) Purchases of treasury stock (6,021 ) — — — (6,021 ) Distributions to non-controlling interests — 34,866 (38,316 ) — (3,450 ) Investment in subsidiaries / capital contributions from parent (3,259 ) (5,986 ) 4,170 5,075 — Other (90 ) — — — (90 ) Net cash provided by (used in) financing activities (9,370 ) 584,665 4,854 5,075 585,224 Increase (decrease) in cash and cash equivalents 1 (2,151 ) 3,165 — 1,015 Cash and cash equivalents at beginning of period 178 15,659 883 — 16,720 Cash and cash equivalents at end of period $ 179 $ 13,508 $ 4,048 $ — $ 17,735 |