Attached files
file | filename |
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EX-32.2 - EXHIBIT 32.2 - Oasis Petroleum Inc. | oas-ex322x3312017xq1.htm |
EX-32.1 - EXHIBIT 32.1 - Oasis Petroleum Inc. | oas-ex321x3312017xq1.htm |
EX-31.2 - EXHIBIT 31.2 - Oasis Petroleum Inc. | oas-ex312x3312017xq1.htm |
EX-31.1 - EXHIBIT 31.1 - Oasis Petroleum Inc. | oas-ex311x3312017xq1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2017
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-34776
Oasis Petroleum Inc. (Exact name of registrant as specified in its charter) |
Delaware | 80-0554627 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1001 Fannin Street, Suite 1500 Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) |
(281) 404-9500 (Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ý | Accelerated filer | ¨ |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
Number of shares of the registrant’s common stock outstanding at May 4, 2017: 237,432,612 shares.
OASIS PETROLEUM INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2017
TABLE OF CONTENTS
Page | |
PART I — FINANCIAL INFORMATION
Item 1. — Financial Statements (Unaudited)
Oasis Petroleum Inc. Condensed Consolidated Balance Sheet (Unaudited) | |||||||
March 31, 2017 | December 31, 2016 | ||||||
(In thousands, except share data) | |||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 13,785 | $ | 11,226 | |||
Accounts receivable, net | 226,427 | 204,335 | |||||
Inventory | 14,327 | 10,648 | |||||
Prepaid expenses | 7,176 | 7,623 | |||||
Derivative instruments | 3,026 | 362 | |||||
Other current assets | 4,452 | 4,355 | |||||
Total current assets | 269,193 | 238,549 | |||||
Property, plant and equipment | |||||||
Oil and gas properties (successful efforts method) | 7,390,299 | 7,296,568 | |||||
Other property and equipment | 632,318 | 618,790 | |||||
Less: accumulated depreciation, depletion, amortization and impairment | (2,126,136 | ) | (1,995,791 | ) | |||
Total property, plant and equipment, net | 5,896,481 | 5,919,567 | |||||
Derivative instruments | 3,815 | — | |||||
Other assets | 20,139 | 20,516 | |||||
Total assets | $ | 6,189,628 | $ | 6,178,632 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities | |||||||
Accounts payable | $ | 8,837 | $ | 4,645 | |||
Revenues and production taxes payable | 160,265 | 139,737 | |||||
Accrued liabilities | 128,241 | 119,173 | |||||
Accrued interest payable | 20,268 | 39,004 | |||||
Derivative instruments | 14,627 | 60,469 | |||||
Advances from joint interest partners | 6,838 | 7,597 | |||||
Other current liabilities | 13,435 | 10,490 | |||||
Total current liabilities | 352,511 | 381,115 | |||||
Long-term debt | 2,305,879 | 2,297,214 | |||||
Deferred income taxes | 524,842 | 513,529 | |||||
Asset retirement obligations | 50,088 | 48,985 | |||||
Derivative instruments | — | 11,714 | |||||
Other liabilities | 2,834 | 2,918 | |||||
Total liabilities | 3,236,154 | 3,255,475 | |||||
Commitments and contingencies (Note 13) | |||||||
Stockholders’ equity | |||||||
Common stock, $0.01 par value: 450,000,000 shares authorized; 238,691,038 shares issued and 237,461,470 shares outstanding at March 31, 2017 and 237,201,064 shares issued and 236,344,172 shares outstanding at December 31, 2016 | 2,344 | 2,331 | |||||
Treasury stock, at cost: 1,229,568 and 856,892 shares at March 31, 2017 and December 31, 2016, respectively | (21,369 | ) | (15,950 | ) | |||
Additional paid-in capital | 2,354,485 | 2,345,271 | |||||
Retained earnings | 618,014 | 591,505 | |||||
Total stockholders’ equity | 2,953,474 | 2,923,157 | |||||
Total liabilities and stockholders’ equity | $ | 6,189,628 | $ | 6,178,632 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Oasis Petroleum Inc.
Condensed Consolidated Statement of Operations
(Unaudited)
Three Months Ended March 31, | |||||||
2017 | 2016 | ||||||
(In thousands, except per share data) | |||||||
Revenues | |||||||
Oil and gas revenues | $ | 237,252 | $ | 117,315 | |||
Bulk oil sales | 27,631 | — | |||||
Midstream revenues | 14,606 | 6,983 | |||||
Well services revenues | 5,627 | 5,985 | |||||
Total revenues | 285,116 | 130,283 | |||||
Operating expenses | |||||||
Lease operating expenses | 43,872 | 31,064 | |||||
Midstream operating expenses | 3,327 | 1,738 | |||||
Well services operating expenses | 3,902 | 2,651 | |||||
Marketing, transportation and gathering expenses | 10,951 | 8,552 | |||||
Bulk oil purchases | 28,002 | — | |||||
Production taxes | 20,299 | 10,753 | |||||
Depreciation, depletion and amortization | 126,666 | 122,449 | |||||
Exploration expenses | 1,489 | 363 | |||||
Impairment | 2,682 | 3,562 | |||||
General and administrative expenses | 23,834 | 24,366 | |||||
Total operating expenses | 265,024 | 205,498 | |||||
Operating income (loss) | 20,092 | (75,215 | ) | ||||
Other income (expense) | |||||||
Net gain on derivative instruments | 56,075 | 14,375 | |||||
Interest expense, net of capitalized interest | (36,321 | ) | (38,739 | ) | |||
Gain on extinguishment of debt | — | 7,016 | |||||
Other income | 16 | 479 | |||||
Total other income (expense) | 19,770 | (16,869 | ) | ||||
Income (loss) before income taxes | 39,862 | (92,084 | ) | ||||
Income tax benefit (expense) | (16,037 | ) | 27,629 | ||||
Net income (loss) | $ | 23,825 | $ | (64,455 | ) | ||
Earnings (loss) per share: | |||||||
Basic (Note 11) | $ | 0.10 | $ | (0.40 | ) | ||
Diluted (Note 11) | 0.10 | (0.40 | ) | ||||
Weighted average shares outstanding: | |||||||
Basic (Note 11) | 233,068 | 162,922 | |||||
Diluted (Note 11) | 237,900 | 162,922 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Oasis Petroleum Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited)
Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders’ Equity | |||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Balance at December 31, 2016 | 236,344 | $ | 2,331 | 857 | $ | (15,950 | ) | $ | 2,345,271 | $ | 591,505 | $ | 2,923,157 | ||||||||||||
Cumulative-effect adjustment for adoption of ASU 2016-09 (Note 2) | — | — | — | — | 2,040 | 2,684 | 4,724 | ||||||||||||||||||
Fees (2016 issuance of common stock) | — | — | — | — | (55 | ) | — | (55 | ) | ||||||||||||||||
Stock-based compensation | 1,490 | 13 | — | — | 7,229 | — | 7,242 | ||||||||||||||||||
Treasury stock – tax withholdings | (373 | ) | — | 373 | (5,419 | ) | — | — | (5,419 | ) | |||||||||||||||
Net income | — | — | — | — | — | 23,825 | 23,825 | ||||||||||||||||||
Balance at March 31, 2017 | 237,461 | $ | 2,344 | 1,230 | $ | (21,369 | ) | $ | 2,354,485 | $ | 618,014 | $ | 2,953,474 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Oasis Petroleum Inc.
Condensed Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended March 31, | |||||||
2017 | 2016 | ||||||
(In thousands) | |||||||
Cash flows from operating activities: | |||||||
Net income (loss) | $ | 23,825 | $ | (64,455 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||
Depreciation, depletion and amortization | 126,666 | 122,449 | |||||
Gain on extinguishment of debt | — | (7,016 | ) | ||||
Impairment | 2,682 | 3,562 | |||||
Deferred income taxes | 16,037 | (27,629 | ) | ||||
Derivative instruments | (56,075 | ) | (14,375 | ) | |||
Stock-based compensation expenses | 6,708 | 6,730 | |||||
Deferred financing costs amortization and other | 4,940 | 5,066 | |||||
Working capital and other changes: | |||||||
Change in accounts receivable | (22,478 | ) | (995 | ) | |||
Change in inventory | (3,679 | ) | 349 | ||||
Change in prepaid expenses | 282 | 241 | |||||
Change in other current assets | (110 | ) | 4 | ||||
Change in other assets | (4 | ) | 77 | ||||
Change in accounts payable, interest payable and accrued liabilities | 6,060 | (64,056 | ) | ||||
Change in other current liabilities | 2,945 | (6,000 | ) | ||||
Change in other liabilities | — | (3 | ) | ||||
Net cash provided by (used in) operating activities | 107,799 | (46,051 | ) | ||||
Cash flows from investing activities: | |||||||
Capital expenditures | (96,047 | ) | (103,411 | ) | |||
Derivative settlements | (7,960 | ) | 73,313 | ||||
Advances from joint interest partners | (759 | ) | (257 | ) | |||
Net cash used in investing activities | (104,766 | ) | (30,355 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from revolving credit facility | 246,000 | 214,000 | |||||
Principal payments on revolving credit facility | (241,000 | ) | (287,000 | ) | |||
Repurchase of senior unsecured notes | — | (22,308 | ) | ||||
Deferred financing costs | — | (751 | ) | ||||
Proceeds from sale of common stock | — | 183,164 | |||||
Purchases of treasury stock | (5,419 | ) | (1,032 | ) | |||
Other | (55 | ) | — | ||||
Net cash provided by (used in) financing activities | (474 | ) | 86,073 | ||||
Increase in cash and cash equivalents | 2,559 | 9,667 | |||||
Cash and cash equivalents: | |||||||
Beginning of period | 11,226 | 9,730 | |||||
End of period | $ | 13,785 | $ | 19,397 | |||
Supplemental non-cash transactions: | |||||||
Change in accrued capital expenditures | $ | 8,396 | $ | (19,230 | ) | ||
Change in asset retirement obligations | 787 | 1,212 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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OASIS PETROLEUM INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Operations of the Company
Oasis Petroleum Inc. (together with its consolidated subsidiaries, “Oasis” or the “Company”) was originally formed in 2007 and was incorporated pursuant to the laws of the State of Delaware in 2010. The Company is an independent exploration and production company focused on the acquisition and development of unconventional oil and natural gas resources in the North Dakota and Montana regions of the Williston Basin. Oasis Petroleum North America LLC (“OPNA”) conducts the Company’s exploration and production activities and owns its proved and unproved oil and natural gas properties. The Company also operates a midstream services business through Oasis Midstream Services LLC (“OMS”) and a well services business through Oasis Well Services LLC (“OWS”), both of which are separate reportable business segments that are complementary to its primary development and production activities.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company include the accounts of Oasis and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements of the Company have not been audited by the Company’s independent registered public accounting firm, except that the Condensed Consolidated Balance Sheet at December 31, 2016 is derived from audited financial statements. Certain reclassifications of prior year balances have been made to conform such amounts to current year classifications. These reclassifications have no impact on net income. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for the fair statement, have been included. Management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.
These interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Annual Report”).
Risks and Uncertainties
As an oil and natural gas producer, the Company’s revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which are dependent upon numerous factors beyond its control such as economic, political and regulatory developments and competition from other energy sources. The energy markets have historically been very volatile, and there can be no assurance that oil and natural gas prices will not be subject to wide fluctuations in the future. An extended period of low prices for oil and, to a lesser extent, natural gas could have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil and natural gas reserves that may be economically produced.
Significant Accounting Policies
There have been no material changes to the Company’s critical accounting policies and estimates from those disclosed in the 2016 Annual Report, other than as noted below.
Stock-based compensation. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which updates several aspects of the accounting for share-based payment transactions, including recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows. In accordance with the new guidance, the Company recorded a $2.7 million cumulative-effect adjustment to retained earnings on the Company’s Condensed Consolidated Balance Sheet as of March 31, 2017, which included recognition of excess tax benefits and deficiencies and the removal of the estimated forfeiture rate. ASU 2016-09 was applied on a modified retrospective basis and prior periods were not retrospectively adjusted.
Inventory. In the first quarter of 2017, the Company adopted Accounting Standards Update No. 2015-11, Simplifying the Measurement of Inventory (“ASU 2015-11”), which changes the inventory measurement principle from lower of cost or market to lower of cost and net realizable value for entities using the first-in, first-out or average cost methods. ASU 2015-11 was
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applied on a prospective basis and prior periods were not retrospectively adjusted. There was no material impact as a result of adoption as of March 31, 2017.
Recent Accounting Pronouncements
Revenue recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The objective of ASU 2014-09 is greater consistency and comparability across industries by using a five-step model to recognize revenue from customer contracts. ASU 2014-09 also contains some new disclosure requirements under GAAP. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of the new revenue standard by one year, making it effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. In 2016, the FASB issued additional accounting standards updates to clarify the implementation guidance of ASU 2014-09. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Financial instruments. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires that most equity instruments be measured at fair value with subsequent changes in fair value recognized in net income. ASU 2016-01 also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 does not apply to equity method investments or investments in consolidated subsidiaries. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Leases. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”), which requires a lessee to recognize lease payment obligations and a corresponding right-of-use asset to be measured at fair value on the balance sheet. ASU 2016-02 also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
Statement of cash flows. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (“ASU 2016-15”), which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The adoption of this guidance will not impact the Company’s financial position or results of operations, but could result in presentation changes on the Company’s statement of cash flows.
Business combinations. In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”), which provides guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 requires entities to use a screen test to determine when an integrated set of assets and activities is not a business or if the integrated set of assets and activities needs to be further evaluated against the framework. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those years. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, cash flows and results of operations.
3. Inventory
Crude oil inventory includes oil in tank and linefill. Equipment and materials consist primarily of proppant, chemicals, tubular goods, well equipment to be used in future drilling or repair operations and well fracturing equipment. Inventory is stated at the lower of cost and net realizable value with cost determined on an average cost method. Inventory consists of the following:
March 31, 2017 | December 31, 2016 | ||||||
(In thousands) | |||||||
Crude oil inventory | $ | 10,302 | $ | 7,086 | |||
Equipment and materials | 4,025 | 3,562 | |||||
Total inventory | $ | 14,327 | $ | 10,648 |
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4. Fair Value Measurements
In accordance with the FASB’s authoritative guidance on fair value measurements, the Company’s financial assets and liabilities are measured at fair value on a recurring basis. The Company’s financial instruments, including certain cash and cash equivalents, accounts receivable, accounts payable and other payables, are carried at cost, which approximates their respective fair market values due to their short-term maturities. The Company recognizes its non-financial assets and liabilities, such as asset retirement obligations (“ARO”) and proved oil and natural gas properties upon impairment, at fair value on a non-recurring basis.
As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.
The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows:
Level 1 — Unadjusted quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 — Pricing inputs, other than unadjusted quoted prices in active markets included in Level 1, are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Level 3 — Pricing inputs are generally less observable from objective sources, requiring internally developed valuation methodologies that result in management’s best estimate of fair value.
Financial Assets and Liabilities
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The following tables set forth by level, within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis:
Fair value at March 31, 2017 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
(In thousands) | |||||||||||||||
Assets: | |||||||||||||||
Money market funds | $ | 141 | $ | — | $ | — | $ | 141 | |||||||
Commodity derivative instruments (see Note 5) | — | 6,841 | — | 6,841 | |||||||||||
Total assets | $ | 141 | $ | 6,841 | $ | — | $ | 6,982 | |||||||
Liabilities: | |||||||||||||||
Commodity derivative instruments (see Note 5) | $ | — | $ | 14,627 | $ | — | $ | 14,627 | |||||||
Total liabilities | $ | — | $ | 14,627 | $ | — | $ | 14,627 |
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Fair value at December 31, 2016 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
(In thousands) | |||||||||||||||
Assets: | |||||||||||||||
Money market funds | $ | 141 | $ | — | $ | — | $ | 141 | |||||||
Commodity derivative instruments (see Note 5) | — | 362 | — | 362 | |||||||||||
Total assets | $ | 141 | $ | 362 | $ | — | $ | 503 | |||||||
Liabilities: | |||||||||||||||
Commodity derivative instruments (see Note 5) | $ | — | $ | 72,183 | $ | — | $ | 72,183 | |||||||
Total liabilities | $ | — | $ | 72,183 | $ | — | $ | 72,183 |
The Level 1 instruments presented in the tables above consist of money market funds included in cash and cash equivalents on the Company’s Condensed Consolidated Balance Sheet at March 31, 2017 and December 31, 2016. The Company’s money market funds represent cash equivalents backed by the assets of high-quality major banks and financial institutions. The Company identifies the money market funds as Level 1 instruments because the money market funds have daily liquidity, quoted prices for the underlying investments can be obtained, and there are active markets for the underlying investments.
The Level 2 instruments presented in the tables above consist of commodity derivative instruments, which include oil and natural gas swaps and collars. The fair values of the Company’s commodity derivative instruments are based upon a third-party preparer’s calculation using mark-to-market valuation reports provided by the Company’s counterparties for monthly settlement purposes to determine the valuation of its derivative instruments. The Company has the third-party preparer evaluate other readily available market prices for its derivative contracts, as there is an active market for these contracts. The third-party preparer performs its independent valuation using a moment matching method similar to Turnbull-Wakeman for Asian options. The significant inputs used are crude oil prices, volatility, skew, discount rate and the contract terms of the derivative instruments. However, the Company does not have access to the specific proprietary valuation models or inputs used by its counterparties or third-party preparer. The Company compares the third-party preparer’s valuation to counterparty valuation statements, investigating any significant differences, and analyzes monthly valuation changes in relation to movements in crude oil and natural gas forward price curves. The determination of the fair value for derivative instruments also incorporates a credit adjustment for non-performance risk, as required by GAAP. The Company calculates the credit adjustment for derivatives in a net asset position using current credit default swap values for each counterparty. The credit adjustment for derivatives in a net liability position is based on the Company’s market credit spread. Based on these calculations, the Company recorded an adjustment to reduce the fair value of its net derivative liability by $0.2 million and $2.0 million at March 31, 2017 and December 31, 2016, respectively.
There were no transfers between fair value levels during the three months ended March 31, 2017 and 2016.
5. Derivative Instruments
The Company utilizes derivative financial instruments to manage risks related to changes in oil and natural gas prices. The Company’s crude oil and natural gas contracts will settle monthly based on the average NYMEX West Texas Intermediate crude oil index price (“WTI”) and the average NYMEX Henry Hub natural gas index price (“Henry Hub”), respectively. At March 31, 2017, the Company utilized swaps and two-way and three-way costless collar options to reduce the volatility of oil and natural gas prices on a significant portion of its future expected oil and natural gas production. A swap is a sold call and a purchased put established at the same price (both ceiling and floor). A two-way collar is a combination of options: a sold call and a purchased put. The purchased put establishes a minimum price (floor) and the sold call establishes a maximum price (ceiling) the Company will receive for the volumes under contract. A three-way collar is a combination of options: a sold call, a purchased put and a sold put. The purchased put establishes a minimum price (floor), unless the market price falls below the sold put (sub-floor), at which point the minimum price would be the NYMEX index price plus the difference between the purchased put and the sold put strike price. The sold call establishes a maximum price (ceiling) the Company will receive for the volumes under contract.
All derivative instruments are recorded on the Company’s Condensed Consolidated Balance Sheet as either assets or liabilities measured at fair value (see Note 4 – Fair Value Measurements). The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in fair value are recognized in the other income (expense) section of the Company’s Condensed Consolidated Statement of Operations as a net gain or loss on derivative instruments. The Company’s cash flow is only impacted when the actual settlements under the derivative contracts result in making a payment to or receiving a payment from the counterparty. These cash settlements represent the cumulative gains and losses on the Company’s derivative instruments and do not include a recovery of costs that were paid to acquire or
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modify the derivative instruments that were settled. Cash settlements are reflected as investing activities in the Company’s Condensed Consolidated Statement of Cash Flows.
At March 31, 2017, the Company had the following outstanding commodity derivative instruments:
Commodity | Settlement Period | Derivative Instrument | Volumes | Weighted Average Prices | Fair Value Asset (Liability) | |||||||||||||||||||||||
Swap | Sub-Floor | Floor | Ceiling | |||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Crude oil | 2017 | Swaps | 5,225,000 | Bbl | $ | 49.60 | $ | (9,309 | ) | |||||||||||||||||||
Crude oil | 2017 | Two-way collar | 2,200,000 | Bbl | $ | 46.25 | $ | 54.37 | (1,707 | ) | ||||||||||||||||||
Crude oil | 2017 | Three-way collar | 1,650,000 | Bbl | $ | 31.67 | $ | 45.83 | $ | 59.94 | 562 | |||||||||||||||||
Crude oil | 2018 | Swaps | 2,440,000 | Bbl | $ | 52.93 | 2,375 | |||||||||||||||||||||
Crude oil | 2018 | Two-way collar | 582,000 | Bbl | $ | 48.40 | $ | 55.13 | 28 | |||||||||||||||||||
Crude oil | 2018 | Three-way collar | 186,000 | Bbl | $ | 31.67 | $ | 45.83 | $ | 59.94 | 58 | |||||||||||||||||
Crude oil | 2019 | Swaps | 155,000 | Bbl | $ | 53.88 | 351 | |||||||||||||||||||||
Crude oil | 2019 | Two-way collar | 31,000 | Bbl | $ | 50.00 | $ | 55.70 | 32 | |||||||||||||||||||
Natural gas | 2017 | Swaps | 4,675,000 | MMBtu | $ | 3.30 | (55 | ) | ||||||||||||||||||||
Natural gas | 2018 | Swaps | 3,650,000 | MMBtu | $ | 3.00 | (121 | ) | ||||||||||||||||||||
$ | (7,786 | ) |
The following table summarizes the location and amounts of gains and losses from the Company’s commodity derivative instruments recorded in the Company’s Condensed Consolidated Statement of Operations for the periods presented:
Three Months Ended March 31, | ||||||||
Statement of Operations Location | 2017 | 2016 | ||||||
(In thousands) | ||||||||
Net gain on derivative instruments | $ | 56,075 | $ | 14,375 |
In accordance with the FASB’s authoritative guidance on disclosures about offsetting assets and liabilities, the Company is required to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting agreement. The Company’s derivative instruments are presented as assets and liabilities on a net basis by counterparty, as all counterparty contracts provide for net settlement. No margin or collateral balances are deposited with counterparties, and as such, gross amounts are offset to determine the net amounts presented in the Company’s Condensed Consolidated Balance Sheet.
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The following table summarizes the location and fair value of all outstanding commodity derivative instruments recorded in the Company’s Condensed Consolidated Balance Sheet:
March 31, 2017 | ||||||||||||||
Commodity | Balance Sheet Location | Gross Recognized Asset/Liabilities | Gross Amount Offset | Net Recognized Fair Value Asset/Liability | ||||||||||
(In thousands) | ||||||||||||||
Derivatives assets: | ||||||||||||||
Commodity contracts | Derivative instruments — current assets | $ | 5,178 | $ | (2,152 | ) | $ | 3,026 | ||||||
Commodity contracts | Derivative instruments — non-current assets | 5,148 | (1,333 | ) | 3,815 | |||||||||
Total derivatives assets | $ | 10,326 | $ | (3,485 | ) | $ | 6,841 | |||||||
Derivatives liabilities: | ||||||||||||||
Commodity contracts | Derivative instruments — current liabilities | $ | 21,480 | $ | (6,853 | ) | $ | 14,627 | ||||||
Total derivatives liabilities | $ | 21,480 | $ | (6,853 | ) | $ | 14,627 | |||||||
December 31, 2016 | ||||||||||||||
Commodity | Balance Sheet Location | Gross Recognized Asset/Liabilities | Gross Amount Offset | Net Recognized Fair Value Asset/Liability | ||||||||||
(In thousands) | ||||||||||||||
Derivatives assets: | ||||||||||||||
Commodity contracts | Derivative instruments — current assets | $ | 482 | $ | (120 | ) | $ | 362 | ||||||
Total derivatives assets | $ | 482 | $ | (120 | ) | $ | 362 | |||||||
Derivatives liabilities: | ||||||||||||||
Commodity contracts | Derivative instruments — current liabilities | $ | 66,838 | $ | (6,369 | ) | $ | 60,469 | ||||||
Commodity contracts | Derivative instruments — non-current liabilities | 14,164 | (2,450 | ) | 11,714 | |||||||||
Total derivatives liabilities | $ | 81,002 | $ | (8,819 | ) | $ | 72,183 |
6. Property, Plant and Equipment
The following table sets forth the Company’s property, plant and equipment:
March 31, 2017 | December 31, 2016 | ||||||
(In thousands) | |||||||
Proved oil and gas properties(1) | $ | 6,570,588 | $ | 6,476,833 | |||
Less: accumulated depreciation, depletion, amortization and impairment | (2,009,356 | ) | (1,886,732 | ) | |||
Proved oil and gas properties, net | 4,561,232 | 4,590,101 | |||||
Unproved oil and gas properties | 819,711 | 819,735 | |||||
Other property and equipment | 632,318 | 618,790 | |||||
Less: accumulated depreciation | (116,780 | ) | (109,059 | ) | |||
Other property and equipment, net | 515,538 | 509,731 | |||||
Total property, plant and equipment, net | $ | 5,896,481 | $ | 5,919,567 |
(1) | Included in the Company’s proved oil and gas properties are estimates of future asset retirement costs of $43.0 million and $42.9 million at March 31, 2017 and December 31, 2016, respectively. |
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7. Long-Term Debt
The Company’s long-term debt consists of the following:
March 31, 2017 | December 31, 2016 | ||||||
(In thousands) | |||||||
Senior secured revolving line of credit | $ | 368,000 | $ | 363,000 | |||
Senior unsecured notes | |||||||
7.25% senior unsecured notes due February 1, 2019 | 54,275 | 54,275 | |||||
6.5% senior unsecured notes due November 1, 2021 | 395,501 | 395,501 | |||||
6.875% senior unsecured notes due March 15, 2022 | 937,080 | 937,080 | |||||
6.875% senior unsecured notes due January 15, 2023 | 366,094 | 366,094 | |||||
2.625% senior unsecured convertible notes due September 15, 2023 | 300,000 | 300,000 | |||||
Total principal of senior unsecured notes | 2,052,950 | 2,052,950 | |||||
Less: unamortized deferred financing costs on senior unsecured notes | (26,958 | ) | (28,268 | ) | |||
Less: unamortized debt discount on senior unsecured convertible notes | (88,113 | ) | (90,468 | ) | |||
Total long-term debt | $ | 2,305,879 | $ | 2,297,214 |
The carrying amount of the Company’s long-term debt reported in the Condensed Consolidated Balance Sheet at March 31, 2017 was $2,305.9 million, which included $2,053.0 million of senior unsecured notes, a reduction for the unamortized debt discount related to the equity component of the senior unsecured convertible notes and a reduction for the unamortized deferred financing costs on the senior unsecured notes of $88.1 million and $27.0 million, respectively, and $368.0 million of borrowings under the revolving credit facility. The Company’s revolving credit facility is recorded at a value that approximates its fair value since its variable interest rate is tied to current market rates. The fair value of the Company’s senior unsecured notes, which are publicly traded and therefore categorized as Level 1 liabilities, was $2,187.1 million at March 31, 2017.
Senior secured revolving line of credit. The Company has a senior secured revolving line of credit (the “Credit Facility”) of $2,500.0 million as of March 31, 2017, which has a maturity date of April 13, 2020, provided that the 7.25% senior unsecured notes due February 1, 2019 (the “2019 Notes”), of which $54.3 million is outstanding, are retired or refinanced 90 days prior to their maturity. The Credit Facility is restricted to a borrowing base, which is reserve-based and subject to semi-annual redeterminations on April 1 and October 1 of each year.
As of March 31, 2017, the Company had $368.0 million of LIBOR loans and $10.0 million of outstanding letters of credit issued under the Credit Facility, resulting in an unused borrowing base committed capacity of $772.0 million. The weighted average interest rate on borrowings outstanding under the Credit Facility was 2.5% as of March 31, 2017. On a quarterly basis, the Company also pays a 0.375% (as of March 31, 2017) annualized commitment fee on the average amount of borrowing base capacity not utilized during the quarter and fees calculated on the average amount of letter of credit balances outstanding during the quarter.
The Company was in compliance with the financial covenants of the Credit Facility as of March 31, 2017.
Senior unsecured notes. At March 31, 2017, the Company had $1,753.0 million principal amount of senior unsecured notes outstanding with maturities ranging from February 2019 to January 2023 and coupons ranging from 6.50% to 7.25% (the “Senior Notes”). Prior to certain dates, the Company has the option to redeem some or all of the Senior Notes for cash at certain redemption prices equal to a certain percentage of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. The 2019 Notes are currently redeemable for cash at a redemption price equal to par. The Company estimates that the fair value of these redemption options is immaterial at March 31, 2017 and December 31, 2016.
Senior unsecured convertible notes. In September 2016, the Company issued $300.0 million of 2.625% senior unsecured convertible notes due September 2023 (the “Senior Convertible Notes”). The Company has the option to settle conversions of these notes with cash, shares of common stock or a combination of cash and common stock at its election. The Company’s intent is to settle the principal amount of the Senior Convertible Notes in cash upon conversion. Prior to March 15, 2023, the Senior Convertible Notes will be convertible only under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Senior Convertible Notes for each trading day of the measurement period is less than
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98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events, including certain distributions or a fundamental change. On or after March 15, 2023, the Senior Convertible Notes will be convertible at any time until the second scheduled trading day immediately preceding their September 15, 2023 maturity date. The Senior Convertible Notes will be convertible at an initial conversion rate of 76.3650 shares of the Company’s common stock per $1,000 principal amount of the Senior Convertible Notes, which is equivalent to an initial conversion price of approximately $13.10. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Senior Convertible Notes in connection with such corporate event or redemption in certain circumstances. As of March 31, 2017, none of the contingent conditions allowing holders of the Senior Convertible Notes to convert these notes had been met.
Upon issuance, the Company separately accounted for the liability and equity components of the Senior Convertible Notes in accordance with Accounting Standards Codification 470-20. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the Senior Convertible Notes and the estimated fair value of the liability component was recorded as a debt discount and will be amortized to interest expense over the term of the notes using the effective interest method, with an effective interest rate of 8.97% per annum. The fair value of the Senior Convertible Notes as of the issuance date was estimated at $206.8 million, resulting in a debt discount at inception of $93.2 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the Senior Convertible Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital and will not be remeasured as long as it continues to meet the conditions for equity classification.
Interest on the Senior Notes and the Senior Convertible Notes (collectively, the “Notes”) is payable semi-annually in arrears. The Notes are guaranteed on a senior unsecured basis by the Company, along with its material subsidiaries (the “Guarantors”), which are 100% owned by the Company. These guarantees are full and unconditional and joint and several among the Guarantors, subject to certain customary release provisions. The indentures governing the Notes contain customary events of default as well as covenants that place restrictions on the Company and certain of its subsidiaries.
8. Asset Retirement Obligations
The following table reflects the changes in the Company’s ARO during the three months ended March 31, 2017:
(In thousands) | |||
Balance at December 31, 2016 | $ | 49,687 | |
Liabilities incurred during period | 351 | ||
Liabilities settled during period | (89 | ) | |
Accretion expense during period(1) | 655 | ||
Revisions to estimates | (215 | ) | |
Balance at March 31, 2017 | $ | 50,389 |
___________________
(1) Included in depreciation, depletion and amortization on the Company’s Condensed Consolidated Statement of Operations.
At March 31, 2017, the current portion of the total ARO balance was approximately $0.3 million and was included in accrued liabilities on the Company’s Condensed Consolidated Balance Sheet.
9. Income Taxes
The Company’s effective tax rate for the three months ended March 31, 2017 and 2016 was 40.2% and 30.0%, respectively. The effective tax rate for the three months ended March 31, 2017 was higher than the combined federal statutory rate and the statutory rates for the states in which the Company conducts business due to the impact of permanent differences on pre-tax income for the period, while the effective tax rate for the three months ended March 31, 2016 was lower than the combined federal statutory rate and the statutory rates for the states in which the Company conducts business due to the impact of permanent differences on pre-tax loss for the period. During both the three months ended March 31, 2017 and 2016, the permanent differences were primarily between amounts expensed for book purposes versus the amounts deductible for income tax purposes related to compensation, including stock-based compensation vesting at different prices than the grant date values.
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10. Stock-Based Compensation
Restricted stock awards. The Company has granted restricted stock awards to employees and directors under its Amended and Restated 2010 Long Term Incentive Plan, the majority of which vest over a three-year period. The fair value of restricted stock grants is based on the closing sales price of the Company’s common stock on the date of grant. Compensation expense is recognized ratably over the requisite service period.
During the three months ended March 31, 2017, employees and non-employee directors of the Company were granted restricted stock awards equal to 1,551,560 shares of common stock with a $15.35 weighted average grant date per share value. Stock-based compensation expense recorded for restricted stock awards for the three months ended March 31, 2017 and 2016 was $5.4 million and $5.8 million, respectively. Stock-based compensation expense is included in general and administrative expenses on the Company’s Condensed Consolidated Statement of Operations.
Performance share units. The Company has granted performance share units (“PSUs”) to officers of the Company under its Amended and Restated 2010 Long Term Incentive Plan. The PSUs are awards of restricted stock units, and each PSU that is earned represents the right to receive one share of the Company’s common stock.
During the three months ended March 31, 2017, officers of the Company were granted 509,800 PSUs with a $16.89 weighted average grant date per share value. Stock-based compensation expense recorded for PSUs for the three months ended March 31, 2017 and 2016 was $1.3 million and $0.9 million, respectively. Stock-based compensation expense is included in general and administrative expenses on the Company’s Condensed Consolidated Statement of Operations.
The Company accounted for these PSUs as equity awards pursuant to the FASB’s authoritative guidance for share-based payments. The number of PSUs to be earned is subject to a market condition, which is based on a comparison of the total shareholder return (“TSR”) achieved with respect to shares of the Company’s common stock against the TSR achieved by a defined peer group at the end of the performance periods. Depending on the Company’s TSR performance relative to the defined peer group, award recipients will earn between 0% and 200% of the initial PSUs granted. All compensation expense related to the PSUs will be recognized if the requisite performance period is fulfilled, even if the market condition is not achieved.
The aggregate grant date fair value of the market-based awards was determined using a Monte Carlo simulation model. The Monte Carlo simulation model uses assumptions regarding random projections and must be repeated numerous times to achieve a probabilistic assessment. The key valuation assumptions for the Monte Carlo model are the forecast period, initial value, risk-free interest rate, volatility and correlation coefficients. The risk-free interest rates are the U.S. Treasury bond rates on the date of grant that correspond to each performance period. The initial value is the average of the volume weighted average prices for the 30 trading days prior to the start of the performance cycle for the Company and each of its peers. Volatility was calculated from the daily historical returns of 30-day volume weighted average stock prices over a historical period for the Company and each of its peers. The correlation coefficients are measures of the strength of the linear relationship between and amongst the Company and its peers estimated based on historical stock price data.
The following assumptions were used for the Monte Carlo model to determine the grant date fair value and associated stock-based compensation expense of the PSUs granted during the three months ended March 31, 2017:
Risk-free interest rate | 1.18% - 1.66% | |
Oasis volatility | 17.16 | % |
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11. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing the earnings (loss) attributable to common stockholders by the weighted average number of shares outstanding for the periods presented. The calculation of diluted earnings (loss) per share includes the potential dilutive impact of non-vested restricted shares, PSUs outstanding, and contingently issuable shares of convertible notes during the periods presented, unless their effect is anti-dilutive. There are no adjustments made to the income (loss) available to common stockholders in the calculation of diluted earnings (loss) per share.
The following is a calculation of the basic and diluted weighted average shares outstanding for the three months ended March 31, 2017 and 2016:
Three Months Ended March 31, | |||||
2017 | 2016 | ||||
(In thousands) | |||||
Basic weighted average common shares outstanding | 233,068 | 162,922 | |||
Dilution effect of stock awards at end of period | 3,238 | — | |||
Dilution effect of senior convertible notes at end of period(1) | 1,594 | — | |||
Diluted weighted average common shares outstanding | 237,900 | 162,922 |
(1) | The Company issued its Senior Convertible Notes in September 2016 (see Note 7 – Long-Term Debt). |
The following is a calculation of weighted average common shares excluded from diluted earnings (loss) per share due to the anti-dilutive effect:
Three Months Ended March 31, | |||||
2017 | 2016 | ||||
(In thousands) | |||||
Anti-dilutive effect of stock awards excluded from diluted earnings (loss) per share due to net loss | — | 4,668 | |||
Anti-dilutive effect of stock awards excluded from diluted earnings (loss) per share calculated using the treasury stock method | 2,884 | — |
12. Business Segment Information
The Company’s exploration and production segment is engaged in the acquisition and development of oil and natural gas properties. Revenues for the exploration and production segment are derived from the sale of oil and natural gas production. The Company’s midstream services business segment (OMS) performs salt water gathering and disposal services, fresh water services, natural gas gathering and processing and crude oil gathering and transportation and other midstream services for the Company’s oil and natural gas wells operated by OPNA. Revenues for the midstream segment are primarily derived from salt water pipeline transport, salt water disposal, fresh water sales, natural gas gathering and processing and crude oil gathering, blending, stabilization and transportation. The Company’s well services business segment (OWS) performs completion services for the Company’s oil and natural gas wells operated by OPNA. Revenues for the well services segment are derived from providing well services, product sales and equipment rentals. The revenues and expenses related to work performed by OMS and OWS for OPNA’s working interests are eliminated in consolidation, and only the revenues and expenses related to non-affiliated working interest owners are included in the Company’s Condensed Consolidated Statement of Operations. These segments represent the Company’s three operating units, each offering different products and services. The Company’s corporate activities have been allocated to the supported business segments accordingly.
Management evaluates the performance of the Company’s business segments based on operating income, which is defined as segment operating revenues less operating expenses, including depreciation, depletion and amortization. The following table summarizes financial information for the Company’s three business segments for the periods presented:
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Exploration and Production | Midstream Services | Well Services | Eliminations | Consolidated | |||||||||||||||
(In thousands) | |||||||||||||||||||
Three months ended March 31, 2017: | |||||||||||||||||||
Revenues from non-affiliates | $ | 264,883 | $ | 14,606 | $ | 5,627 | $ | — | $ | 285,116 | |||||||||
Inter-segment revenues | — | 23,035 | 15,352 | (38,387 | ) | — | |||||||||||||
Total revenues | 264,883 | 37,641 | 20,979 | (38,387 | ) | 285,116 | |||||||||||||
Operating income (loss) | 968 | 20,763 | (3,592 | ) | 1,953 | 20,092 | |||||||||||||
Other income (expense) | 19,768 | (2 | ) | 4 | — | 19,770 | |||||||||||||
Income (loss) before income taxes | $ | 20,736 | $ | 20,761 | $ | (3,588 | ) | $ | 1,953 | $ | 39,862 | ||||||||
Three months ended March 31, 2016: | |||||||||||||||||||
Revenues from non-affiliates | $ | 117,315 | $ | 6,983 | $ | 5,985 | $ | — | $ | 130,283 | |||||||||
Inter-segment revenues | — | 22,835 | 24,903 | (47,738 | ) | — | |||||||||||||
Total revenues | 117,315 | 29,818 | 30,888 | (47,738 | ) | 130,283 | |||||||||||||
Operating income (loss) | (88,877 | ) | 15,144 | 4,006 | (5,488 | ) | (75,215 | ) | |||||||||||
Other income (expense) | (16,887 | ) | 13 | 5 | — | (16,869 | ) | ||||||||||||
Income (loss) before income taxes | $ | (105,764 | ) | $ | 15,157 | $ | 4,011 | $ | (5,488 | ) | $ | (92,084 | ) | ||||||
At March 31, 2017: | |||||||||||||||||||
Property, plant and equipment, net | $ | 5,589,014 | $ | 433,867 | $ | 44,025 | $ | (170,425 | ) | $ | 5,896,481 | ||||||||
Total assets(1) | 5,871,573 | 440,548 | 47,932 | (170,425 | ) | 6,189,628 | |||||||||||||
At December 31, 2016: | |||||||||||||||||||
Property, plant and equipment, net | $ | 5,620,558 | $ | 424,197 | $ | 47,189 | $ | (172,377 | ) | $ | 5,919,567 | ||||||||
Total assets(1) | 5,868,747 | 431,095 | 51,167 | (172,377 | ) | 6,178,632 |
(1) | Intercompany receivables (payables) for all segments were reclassified to capital contributions from (distributions to) parent and not included in total assets. |
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13. Commitments and Contingencies
The Company has various contractual obligations in the normal course of its operations. As of March 31, 2017, there have been no material changes to the Company’s future commitments described under “Lease obligations” and “Volume commitment agreements” as disclosed in Note 16 in the Company’s 2016 Annual Report.
Litigation. The Company is party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. When the Company determines that a loss is probable of occurring and is reasonably estimable, the Company accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Company discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.
Mirada litigation. On March 23, 2017, Mirada Energy, LLC, Mirada Wild Basin Holding Company, LLC and Mirada Energy Fund I, LLC (collectively, “Mirada”) filed a lawsuit against Oasis, OPNA and OMS, seeking monetary damages in excess of $100 million, declaratory relief, attorneys’ fees and costs (Mirada Energy, LLC, et al. v. Oasis Petroleum North America LLC, et al.; in the 334th Judicial District Court of Harris County, Texas; Case Number 2017-19911). Mirada asserts that it is a working interest owner in certain acreage owned and operated by the Company in Wild Basin. Specifically, Mirada asserts that the Company has breached certain agreements by: (1) failing to allow Mirada to participate in the Company’s midstream operations in Wild Basin; (2) refusing to provide Mirada with information that Mirada contends is required under certain agreements and failing to provide information in a timely fashion; (3) failing to consult with Mirada and failing to obtain Mirada’s consent prior to drilling more than one well at a time in Wild Basin; and (4) by overstating the estimated costs of proposed well operations in Wild Basin. Mirada seeks a declaratory judgment that the Company be removed as operator in Wild Basin at Mirada’s election and that Mirada be allowed to elect a new operator; certain agreements apply to the Company and Mirada and Wild Basin with respect to this dispute; the Company be required to provide all information within its possession regarding proposed or ongoing operations in Wild Basin; and the Company not be permitted to drill, or propose to drill, more than one well at a time in Wild Basin without obtaining Mirada’s consent. Mirada also seeks a declaratory judgment with respect to the Company’s current midstream operations in Wild Basin. Specifically, Mirada seeks a declaratory judgment that Mirada has a right to participate in the Company’s Wild Basin midstream operations, consisting of produced water disposal, crude oil gathering and gas gathering and processing; that, upon Mirada’s election to participate, Mirada is obligated to pay its proportionate costs of the Company’s midstream operations in Wild Basin; and that Mirada would then be entitled to receive a share of revenues from the midstream operations and would not be charged any amount for its use of these facilities for production from the “Contract Area.”
The Company believes that Mirada’s claims are without merit, that the Company has complied with its obligations under the applicable agreements and that some of Mirada’s claims are grounded in agreements which do not apply to the Company. The Company filed an answer denying Mirada’s claims on April 21, 2017, and intends to vigorously defend against Mirada’s claims. Discovery is ongoing. Trial is currently scheduled for July 2018. However, the Company cannot predict or guarantee the ultimate outcome or resolution of such matter. If such matter were to be determined adversely to the Company’s interests, or if the Company were forced to settle such matter for a significant amount, such resolution or settlement could have a material adverse effect on the Company’s business, results of operations and financial condition. Such an adverse determination could materially impact the Company’s ability to operate its properties in Wild Basin or develop its identified drilling locations in Wild Basin on its current development schedule. A determination that Mirada has a right to participate in the Company’s midstream operations could materially reduce the interests of the Company in their current assets and future midstream opportunities and related revenues in Wild Basin.
14. Condensed Consolidating Financial Information
The Notes (see Note 7 – 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 immaterial wholly-owned subsidiaries do not guarantee the Notes (“Non-Guarantor Subsidiaries”).
The following financial information reflects consolidating financial information of the parent company, Oasis Petroleum Inc. (“Issuer”), and its Guarantors on a combined basis, prepared on the equity basis of accounting. The Non-Guarantor Subsidiaries are immaterial and, therefore, not presented separately. 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.
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Condensed Consolidating Balance Sheet
March 31, 2017 | |||||||||||||||
Parent/ Issuer | Combined Guarantor Subsidiaries | Intercompany Eliminations | Consolidated | ||||||||||||
(In thousands) | |||||||||||||||
ASSETS | |||||||||||||||
Current assets | |||||||||||||||
Cash and cash equivalents | $ | 177 | $ | 13,608 | $ | — | $ | 13,785 | |||||||
Accounts receivable, net | — | 226,427 | — | 226,427 | |||||||||||
Accounts receivable – affiliates | 200,770 | 33,093 | (233,863 | ) | — | ||||||||||
Inventory | — | 14,327 | — | 14,327 | |||||||||||
Prepaid expenses | 334 | 6,842 | — | 7,176 | |||||||||||
Derivative instruments | — | 3,026 | — | 3,026 | |||||||||||
Other current assets | 2 | 4,450 | — | 4,452 | |||||||||||
Total current assets | 201,283 | 301,773 | (233,863 | ) | 269,193 | ||||||||||
Property, plant and equipment | |||||||||||||||
Oil and gas properties (successful efforts method) | — | 7,390,299 | — | 7,390,299 | |||||||||||
Other property and equipment | — | 632,318 | — | 632,318 | |||||||||||
Less: accumulated depreciation, depletion, amortization and impairment | — | (2,126,136 | ) | — | (2,126,136 | ) | |||||||||
Total property, plant and equipment, net | — | 5,896,481 | — | 5,896,481 | |||||||||||
Investments in and advances to subsidiaries | 4,503,650 | — | (4,503,650 | ) | — | ||||||||||
Derivative instruments | — | 3,815 | — | 3,815 | |||||||||||
Deferred income taxes | 239,419 | — | (239,419 | ) | — | ||||||||||
Other assets | — | 20,139 | — | 20,139 | |||||||||||
Total assets | $ | 4,944,352 | $ | 6,222,208 | $ | (4,976,932 | ) | $ | 6,189,628 | ||||||
LIABILITIES AND EQUITY | |||||||||||||||
Current liabilities | |||||||||||||||
Accounts payable | $ | — | $ | 8,837 | $ | — | $ | 8,837 | |||||||
Accounts payable – affiliates | 33,093 | 200,770 | (233,863 | ) | — | ||||||||||
Revenues and production taxes payable | — | 160,265 | — | 160,265 | |||||||||||
Accrued liabilities | 34 | 128,207 | — | 128,241 | |||||||||||
Accrued interest payable | 19,872 | 396 | — | 20,268 | |||||||||||
Derivative instruments | — | 14,627 | — | 14,627 | |||||||||||
Advances from joint interest partners | — | 6,838 | — | 6,838 | |||||||||||
Other current liabilities | — | 13,435 | — | 13,435 | |||||||||||
Total current liabilities | 52,999 | 533,375 | (233,863 | ) | 352,511 | ||||||||||
Long-term debt | 1,937,879 | 368,000 | — | 2,305,879 | |||||||||||
Deferred income taxes | — | 764,261 | (239,419 | ) | 524,842 | ||||||||||
Asset retirement obligations | — | 50,088 | — | 50,088 | |||||||||||
Other liabilities | — | 2,834 | — | 2,834 | |||||||||||
Total liabilities | 1,990,878 | 1,718,558 | (473,282 | ) | 3,236,154 | ||||||||||
Stockholders’ equity | |||||||||||||||
Capital contributions from affiliates | — | 3,392,248 | (3,392,248 | ) | — | ||||||||||
Common stock, $0.01 par value: 450,000,000 shares authorized; 238,691,038 shares issued and 237,461,470 shares outstanding | 2,344 | — | — | 2,344 | |||||||||||
Treasury stock, at cost: 1,229,568 shares | (21,369 | ) | — | — | (21,369 | ) | |||||||||
Additional paid-in-capital | 2,354,485 | 8,743 | (8,743 | ) | 2,354,485 | ||||||||||
Retained earnings | 618,014 | 1,102,659 | (1,102,659 | ) | 618,014 | ||||||||||
Total stockholders’ equity | 2,953,474 | 4,503,650 | (4,503,650 | ) | 2,953,474 | ||||||||||
Total liabilities and stockholders’ equity | $ | 4,944,352 | $ | 6,222,208 | $ | (4,976,932 | ) | $ | 6,189,628 |
17
Condensed Consolidating Balance Sheet
December 31, 2016 | |||||||||||||||
Parent/ Issuer | Combined Guarantor Subsidiaries | Intercompany Eliminations | Consolidated | ||||||||||||
(In thousands) | |||||||||||||||
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 EQUITY | |||||||||||||||
Current liabilities | |||||||||||||||
Accounts payable | $ | — | $ | 4,645 | $ | — | $ | 4,645 | |||||||
Accounts payable – affiliates | 27,619 | 252,000 | (279,619 | ) | — | ||||||||||
Revenue 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 |
18
Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2017 | |||||||||||||||
Parent/ Issuer | Combined Guarantor Subsidiaries | Intercompany Eliminations | Consolidated | ||||||||||||
(In thousands) | |||||||||||||||
Revenues | |||||||||||||||
Oil and gas revenues | $ | — | $ | 237,252 | $ | — | $ | 237,252 | |||||||
Bulk oil sales | — | 27,631 | — | 27,631 | |||||||||||
Midstream revenues | — | 14,606 | — | 14,606 | |||||||||||
Well services revenues | — | 5,627 | — | 5,627 | |||||||||||
Total revenues | — | 285,116 | — | 285,116 | |||||||||||
Operating expenses | |||||||||||||||
Lease operating expenses | — | 43,872 | — | 43,872 | |||||||||||
Midstream operating expenses | — | 3,327 | — | 3,327 | |||||||||||
Well services operating expenses | — | 3,902 | — | 3,902 | |||||||||||
Marketing, transportation and gathering expenses | — | 10,951 | — | 10,951 | |||||||||||
Bulk oil purchases | — | 28,002 | — | 28,002 | |||||||||||
Production taxes | — | 20,299 | — | 20,299 | |||||||||||
Depreciation, depletion and amortization | — | 126,666 | — | 126,666 | |||||||||||
Exploration expenses | — | 1,489 | — | 1,489 | |||||||||||
Impairment | — | 2,682 | — | 2,682 | |||||||||||
General and administrative expenses | 7,065 | 16,769 | — | 23,834 | |||||||||||
Total operating expenses | 7,065 | 257,959 | — | 265,024 | |||||||||||
Operating income (loss) | (7,065 | ) | 27,157 | — | 20,092 | ||||||||||
Other income (expense) | |||||||||||||||
Equity in earnings of subsidiaries | 49,103 | — | (49,103 | ) | — | ||||||||||
Net gain on derivative instruments | — | 56,075 | — | 56,075 | |||||||||||
Interest expense, net of capitalized interest | (32,851 | ) | (3,470 | ) | — | (36,321 | ) | ||||||||
Other income | — | 16 | — | 16 | |||||||||||
Total other income (expense) | 16,252 | 52,621 | (49,103 | ) | 19,770 | ||||||||||
Income before income taxes | 9,187 | 79,778 | (49,103 | ) | 39,862 | ||||||||||
Income tax benefit (expense) | 14,638 | (30,675 | ) | — | (16,037 | ) | |||||||||
Net income | $ | 23,825 | $ | 49,103 | $ | (49,103 | ) | $ | 23,825 |
19
Condensed Consolidating Statement of Operations
Three Months Ended March 31, 2016 | |||||||||||||||
Parent/ Issuer | Combined Guarantor Subsidiaries | Intercompany Eliminations | Consolidated | ||||||||||||
(In thousands) | |||||||||||||||
Revenues | |||||||||||||||
Oil and gas revenues | $ | — | $ | 117,315 | $ | — | $ | 117,315 | |||||||
Midstream revenues | — | 6,983 | — | 6,983 | |||||||||||
Well services revenues | — | 5,985 | — | 5,985 | |||||||||||
Total revenues | — | 130,283 | — | 130,283 | |||||||||||
Operating expenses | |||||||||||||||
Lease operating expenses | — | 31,064 | — | 31,064 | |||||||||||
Midstream operating expenses | — | 1,738 | — | 1,738 | |||||||||||
Well services operating expenses | — | 2,651 | — | 2,651 | |||||||||||
Marketing, transportation and gathering expenses | — | 8,552 | — | 8,552 | |||||||||||
Production taxes | — | 10,753 | — | 10,753 | |||||||||||
Depreciation, depletion and amortization | — | 122,449 | — | 122,449 | |||||||||||
Exploration expenses | — | 363 | — |