Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2021
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: 001-38212

Oasis Midstream Partners LP
(Exact name of registrant as specified in its charter)

Delaware 47-1208855
(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)

Securities registered pursuant to Section 12(b) of the act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common units representing limited partner interestsOMPThe NASDAQ Stock Market LLC

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  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes   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. 


Table of Contents
Act. 
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ý   No ¨
At AprilJuly 30, 2021, there were 48,627,680 common units representing limited partner interests outstanding.




OASIS MIDSTREAM PARTNERS LP
TABLE OF CONTENTS
 Page
Condensed Consolidated Balance Sheets at March 31,June 30, 2021 and December 31, 2020
Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31,June 30, 2021 and 2020
Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended March 31,June 30, 2021 and 2020




Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. — Financial Statements (Unaudited)
OASIS MIDSTREAM PARTNERS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 2021December 31, 2020
(In thousands, except unit data)
ASSETS
Current assets
Cash and cash equivalents$7,158 $5,147 
Accounts receivable3,658 4,295 
Accounts receivable – Oasis Petroleum82,732 66,283 
Inventory6,986 6,986 
Prepaid expenses4,565 3,695 
Other current assets140 649 
Total current assets105,239 87,055 
Property, plant and equipment1,181,003 1,180,819 
Less: accumulated depreciation, amortization and impairment(249,838)(240,877)
Total property, plant and equipment, net931,165 939,942 
Operating lease right-of-use assets1,403 1,643 
Other assets3,514 2,053 
Total assets$1,041,321 $1,030,693 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$1,021 $2,226 
Accounts payable – Oasis Petroleum27,264 28,074 
Accrued liabilities22,344 17,931 
Accrued interest payable496 360 
Current operating lease liabilities954 945 
Other current liabilities471 471 
Total current liabilities52,550 50,007 
Long-term debt674,238 450,000 
Asset retirement obligations791 774 
Operating lease liabilities491 733 
Other liabilities5,403 5,521 
Total liabilities733,473 507,035 
00
Equity
Limited partners
Common units (48,627,680 and 20,061,366 issued and outstanding at March 31, 2021 and December 31, 2020, respectively)307,848 193,536 
Subordinated units (NaN and 13,750,000 units issued and outstanding at March 31, 2021 and December 31, 2020, respectively)44,030 
General Partner1,027 
Total partners’ equity307,848 238,593 
Non-controlling interests285,065 
Total equity307,848 523,658 
Total liabilities and equity$1,041,321 $1,030,693 
June 30, 2021December 31, 2020
(In thousands, except unit data)
ASSETS
Current assets
Cash and cash equivalents$9,711 $5,147 
Accounts receivable3,434 4,295 
Accounts receivable – Oasis Petroleum84,179 66,283 
Inventory5,878 6,986 
Prepaid expenses2,277 3,695 
Other current assets140 649 
Total current assets105,619 87,055 
Property, plant and equipment1,194,224 1,180,819 
Less: accumulated depreciation, amortization and impairment(259,214)(240,877)
Total property, plant and equipment, net935,010 939,942 
Operating lease right-of-use assets1,161 1,643 
Other assets3,315 2,053 
Total assets$1,045,105 $1,030,693 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$1,148 $2,226 
Accounts payable – Oasis Petroleum30,308 28,074 
Accrued liabilities26,947 17,931 
Accrued interest payable9,518 360 
Current operating lease liabilities963 945 
Other current liabilities471 471 
Total current liabilities69,355 50,007 
Long-term debt653,387 450,000 
Asset retirement obligations808 774 
Operating lease liabilities247 733 
Other liabilities5,285 5,521 
Total liabilities729,082 507,035 
00
Equity
Limited partners
Common units (48,627,680 and 20,061,366 issued and outstanding at June 30, 2021 and December 31, 2020, respectively)316,023 193,536 
Subordinated units (NaN units issued and outstanding at June 30, 2021 and 13,750,000 units issued and outstanding at December 31, 2020)44,030 
General Partner1,027 
Total partners’ equity316,023 238,593 
Non-controlling interests285,065 
Total equity316,023 523,658 
Total liabilities and equity$1,045,105 $1,030,693 
The accompanying notes are an integral part of these condensed consolidated financial statements.
1

Table of Contents
OASIS MIDSTREAM PARTNERS LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
20212020
(In thousands, except per unit data)
Revenues
Midstream services – Oasis Petroleum$67,163 $81,993 
Midstream services – third parties900 3,846 
Product sales – Oasis Petroleum32,281 20,788 
Product sales – third parties29 
Total revenues100,373 106,627 
Operating expenses
Costs of product sales22,776 8,432 
Operating and maintenance13,106 16,840 
Depreciation and amortization8,985 10,197 
Impairment101,767 
General and administrative8,450 8,451 
Total operating expenses53,317 145,687 
Operating income (loss)47,056 (39,060)
Other expenses
Interest expense, net of capitalized interest(4,061)(30,257)
Other expense(69)(42)
Total other expense, net(4,130)(30,299)
Net income (loss)42,926 (69,359)
Less: Net income attributable to non-controlling interests17,025 2,040 
Net income (loss) attributable to Oasis Midstream Partners LP25,901 (71,399)
Less: Net income attributable to General Partner1,008 
Net income (loss) attributable to limited partners$25,901 $(72,407)
Earnings (loss) per limited partner unit (Note 11)
Common units – basic$0.72 $(2.14)
Common units – diluted0.72 (2.14)
Weighted average number of limited partners units outstanding (Note 11)
Common units – basic22,052 20,041 
Common units – diluted22,056 20,041 








Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In thousands, except per unit data)
Revenues
Midstream services – Oasis Petroleum$65,064 $56,946 $132,227 $138,939 
Midstream services – third parties1,188 5,242 2,088 9,088 
Product sales – Oasis Petroleum28,992 3,869 61,273 24,657 
Product sales – third parties12 41 
Total revenues95,256 66,063 195,629 172,690 
Operating expenses
Costs of product sales19,152 2,215 41,928 10,647 
Operating and maintenance12,220 14,508 25,326 31,348 
Depreciation and amortization9,416 11,881 18,401 22,078 
Impairment216 101,983 
General and administrative8,082 9,286 16,532 17,737 
Total operating expenses48,872 38,106 102,189 183,793 
Operating income (loss)46,384 27,957 93,440 (11,103)
Other expenses
Interest expense, net of capitalized interest(11,230)(5,186)(15,291)(35,443)
Other expense(101)(69)(143)
Total other expenses(11,230)(5,287)(15,360)(35,586)
Net income (loss)35,154 22,670 78,080 (46,689)
Less: Net income attributable to non-controlling interests10,796 17,025 12,836 
Net income (loss) attributable to Oasis Midstream Partners LP35,154 11,874 61,055 (59,525)
Less: Net income attributable to General Partner1,027 2,034 
Net income (loss) attributable to limited partners$35,154 $10,847 $61,055 $(61,559)
Earnings (loss) per limited partner unit (Note 11)
Common units – basic$0.72 $0.32 $1.45 $(1.82)
Common units – diluted0.72 0.32 1.45 (1.82)
Weighted average number of limited partners units outstanding (Note 11)
Common units – basic48,611 20,045 35,407 20,043 
Common units – diluted48,620 20,045 35,416 20,043 

The accompanying notes are an integral part of these condensed consolidated financial statements.
2

Table of Contents
OASIS MIDSTREAM PARTNERS LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
Partnership
Common UnitsSubordinated UnitsGeneral PartnerNon-controlling InterestsTotal
(In thousands)
Balance as of December 31, 2020$193,536 $44,030 $1,027 $285,065 $523,658 
Contributions from non-controlling interests— — — 
Distributions to non-controlling interests— — — (7,615)(7,615)
Distributions to unitholders(10,842)(7,425)(1,027)— (19,294)
Equity-based compensation487 — — — 487 
Net income16,698 9,203 — 17,025 42,926 
Conversion of Subordinated Units to Common Units45,808 (45,808)— — 
Common control transaction costs(811)— — — (811)
Distribution to Oasis for Simplification Transaction(231,509)— — (231,509)
Elimination of non-controlling interests for Simplification Transaction294,481 — — (294,481)
Balance as of March 31, 2021$307,848 $0 $0 $0 $307,848 
Partnership
Common UnitsSubordinated UnitsGeneral PartnerNon-controlling InterestsTotal
(In thousands)
Balance as of December 31, 2020$193,536 $44,030 $1,027 $285,065 $523,658 
Contributions from non-controlling interests— — — 
Distributions to non-controlling interests— — — (7,615)(7,615)
Distributions to unitholders(10,842)(7,425)(1,027)— (19,294)
Conversion of Subordinated Units to Common Units45,808 (45,808)— — 
Distribution to Oasis for Simplification Transaction(231,509)— — — (231,509)
Elimination of non-controlling interests for Simplification Transaction294,481 — — (294,481)
Common control transaction costs(811)— — — (811)
Equity-based compensation487 — — — 487 
Net income16,698 9,203 — 17,025 42,926 
Balance as of March 31, 2021307,848 307,848 
Distributions to unitholders(26,745)— — — (26,745)
Issuance of common units, net of offering costs86,657 — — — 86,657 
Redemption of common units(86,957)— — — (86,957)
Common control transaction costs50 — — — 50 
Equity-based compensation16 — — — 16 
Net income35,154 — — — 35,154 
Balance as of June 30, 2021$316,023 $$$$316,023 


Partnership
Common UnitsSubordinated UnitsGeneral PartnerNon-controlling InterestsTotal
(In thousands)
Balance as of December 31, 2019$225,339 $66,005 $1,026 $312,258 $604,628 
Contributions from non-controlling interests— — — 6,167 6,167 
Distributions to non-controlling interests— — — (25,964)(25,964)
Distributions to unitholders(10,833)(7,425)(1,007)— (19,265)
Equity-based compensation66 — — — 66 
Net income (loss)(42,947)(29,460)1,008 2,040 (69,359)
Balance as of March 31, 2020$171,625 $29,120 $1,027 $294,501 $496,273 











Partnership
Common UnitsSubordinated UnitsGeneral PartnerNon-controlling InterestsTotal
(In thousands)
Balance as of December 31, 2019$225,339 $66,005 $1,026 $312,258 $604,628 
Contributions from non-controlling interests— — — 6,167 6,167 
Distributions to non-controlling interests— — — (25,964)(25,964)
Distributions to unitholders(10,833)(7,425)(1,007)— (19,265)
Equity-based compensation66 — — — 66 
Net income (loss)(42,947)(29,460)1,008 2,040 (69,359)
Balance as of March 31, 2020171,625 29,120 1,027 294,501 496,273 
Contributions from non-controlling interests— — — 309 309 
Distributions to non-controlling interests— — — (14,335)(14,335)
Distributions to unitholders(10,833)(7,425)(1,027)— (19,285)
Equity-based compensation67 — — — 67 
Net income6,433 4,414 1,027 10,796 22,670 
Balance as of June 30, 2020$167,292 $26,109 $1,027 $291,271 $485,699 



The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Table of Contents
OASIS MIDSTREAM PARTNERS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
20212020
(In thousands)
Cash flows from operating activities:
Net income (loss)$42,926 $(69,359)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization8,985 10,197 
Impairment101,767 
Equity-based compensation expenses487 66 
Deferred financing costs amortization and other1,333 271 
Working capital and other changes:
Change in accounts receivable(15,812)732 
Change in inventory(5,267)
Change in prepaid expenses(870)(397)
Change in accounts payable and accrued liabilities2,193 23,732 
Change in other assets and liabilities, net199 (77)
Net cash provided by operating activities39,441 61,665 
Cash flows from investing activities:
Capital expenditures(887)(31,811)
Net cash used in investing activities(887)(31,811)
Cash flows from financing activities:
Capital contributions from non-controlling interests6,167 
Distributions to Oasis for Simplification Transaction(231,509)
Distributions to non-controlling interests(7,615)(25,964)
Distributions to unitholders(19,294)(19,265)
Common control transaction costs(811)
Proceeds from issuance of senior notes450,000 
Deferred financing costs(11,320)
Borrowings on revolving credit facility7,500 29,000 
Payments on revolving credit facility(223,500)
Other(59)
Net cash used in financing activities(36,543)(10,121)
Increase in cash and cash equivalents2,011 19,733 
Cash:
Beginning of period5,147 4,168 
End of period$7,158 $23,901 
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest2,628 4,199 
Supplemental non-cash transactions:
Change in accrued capital expenditures(703)(7,123)
Change in asset retirement obligations17 20 


Six Months Ended June 30,
20212020
(In thousands)
Cash flows from operating activities:
Net income (loss)$78,080 $(46,689)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization18,401 22,078 
Impairment101,983 
Equity-based compensation expenses503 133 
Deferred financing costs amortization and other1,790 541 
Working capital and other changes:
Change in accounts receivable(17,035)24,575 
Change in inventory1,108 (7,637)
Change in prepaid expenses1,418 (774)
Change in other current assets509 
Change in accounts payable and accrued liabilities13,704 18,915 
Change in other assets and liabilities, net(422)20 
Net cash provided by operating activities98,058 113,145 
Cash flows from investing activities:
Capital expenditures(8,725)(46,740)
Net cash used in investing activities(8,725)(46,740)
Cash flows from financing activities:
Capital contributions from non-controlling interests6,476 
Distributions to Oasis for Simplification Transaction(231,509)
Distributions to non-controlling interests(7,615)(40,299)
Distributions to unitholders(46,039)(38,550)
Common control transaction costs(761)
Proceeds from issuance of common units, net of offering costs86,657 
Redemption of common units(86,957)
Proceeds from issuance of senior notes450,000 
Deferred financing costs(11,551)
Borrowings on revolving credit facility24,500 29,000 
Payments on revolving credit facility(261,500)
Other(59)
Net cash used in financing activities(84,769)(43,432)
Increase in cash and cash equivalents4,564 22,973 
Cash:
Beginning of period5,147 4,168 
End of period$9,711 $27,141 
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest4,329 7,230 
Supplemental non-cash transactions:
Change in accrued capital expenditures4,679 (19,502)
Change in asset retirement obligations33 40 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Table of Contents
OASIS MIDSTREAM PARTNERS LP
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Nature of Operations
Organization. Oasis Midstream Partners LP (the “Partnership”) is a leading gathering and processing master limited partnership formed by its sponsor, Oasis Petroleum Inc. (together with its subsidiaries, “Oasis Petroleum”) to own, develop, operate and acquire a diversified portfolio of midstream assets in North America.
The Partnership conducts its business through its wholly-owned subsidiaries: Bighorn DevCo LLC (“Bighorn DevCo”), Bobcat DevCo LLC (“Bobcat DevCo”), Beartooth DevCo LLC (“Beartooth DevCo”) and Panther DevCo LLC (“Panther DevCo” and collectively with Bighorn DevCo, Bobcat DevCo and Beartooth DevCo, the “DevCos”).
As of March 31,June 30, 2021, the Partnership’s assets in the DevCos were as follows:
DevCoAreas ServedService Lines
Bighorn DevCoWild Basin
Natural gas processing
Crude oil terminaling
Crude oil transportation
Bobcat DevCoWild Basin
Natural gas gathering
Natural gas compression
Gas lift supply
Crude oil gathering
Produced and flowback water gathering
Produced and flowback water disposal
Beartooth DevCoAlger
Cottonwood
Hebron
Indian Hills
Red Bank
Wild Basin
Produced and flowback water gathering
Produced and flowback water disposal
Freshwater supply and distribution
Panther DevCoPermian Basin
Crude oil gathering
Produced and flowback water gathering
Produced and flowback water disposal

Nature of business. The Partnership generates a substantial majority of its revenues through fee-based contractual arrangements with Oasis Petroleum for midstream services. These services include (i) gas gathering, compression, processing, gas lift supply and natural gas liquids (“NGLs”) storage services; (ii) crude oil gathering, terminaling and transportation services; (iii) produced and flowback water gathering and disposal services; and (iv) freshwater supply and distribution services. The revenue earned from these services is generally directly related to the volume of natural gas, crude oil, produced and flowback water and freshwater that flows through the Partnership’s systems.
The Partnership’s operations are supported by significant acreage dedications from Oasis Petroleum and commitments from third party producers in the Williston Basin and Permian Basin. On June 29, 2021, Oasis Petroleum sold its remaining upstream assets in the Permian Basin.Basin to a third party buyer. The Partnership retained its midstream assets in the Permian Basin through its ownership of Panther DevCo, and all of its midstream services in the Permian Basin are now provided to third party producers. Upon closing, the commercial agreements between Panther DevCo and Oasis Petroleum were assigned to the buyer, and there were no material changes to the terms of such agreements.
The Partnership is not a taxable entity for United States federal income tax purposes and is not subject to income tax in the majority of states in which the Partnership operates. As taxes are generally borne by its partners through the allocation of taxable income, the Partnership does not record deferred taxes related to the aggregate difference in the basis of its assets for financial and tax reporting purposes. The Partnership is subject to a Texas margin tax due to its operations in the Permian Basin and recorded a de minimis state income tax provision for the three and six months ended March 31,June 30, 2021.
5

Table of Contents
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of the Partnership have not been audited by the Partnership’s independent registered public accounting firm, except that the Condensed Consolidated Balance Sheet at December 31, 2020 is derived from audited financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for fair statement of the Partnership’s financial position have been included. Management has made certain estimates and assumptions that affect reported amounts in the condensed consolidated financial statements and disclosures of contingencies. Actual results may differ from those estimates. The results for interim periods are not necessarily indicative of annual results.
These interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain disclosures have been condensed or omitted from these financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the Partnership’s audited consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”).
Simplification Transaction
On March 30, 2021, the Partnership closed the Simplification Transaction (defined below) with Oasis Petroleum to acquire Oasis Petroleum’s remaining ownership interests in Bobcat DevCo and Beartooth DevCo. In addition, the Simplification Transaction eliminated the incentive distribution rights (the “IDRs”) held by the General Partner (the “IDRs”) (see Note 4 — Transactions with Affiliates).
Prior to the Simplification Transaction, the Contributed Assets (defined below) were reflected as non-controlling interests in the Partnership’s unaudited condensed consolidated financial statements. In accordance with FASBthe Financial Accounting Standard Board’s (“FASB”) authoritative guidance under ASCAccounting Standards Codification (“ASC”) Topic 810-10 for non-controlling interests in a common control transaction, the Partnership accounted for the Simplification Transaction as an equity transaction and adjusted the carrying amount of non-controlling interests in the condensed consolidated financial statements to reflect the change in ownership interests. Furthermore, as the Partnership acquired additional interests in previously consolidated subsidiaries, the Simplification Transaction did not result in a change in reporting entity, as defined under the FASB Accounting Standards Codificationauthoritative guidance under ASC Topic 805, Business Combinations, and was accounted for on a prospective basis.
Consolidation
The Partnership’s condensed consolidated financial statements include its accounts and the accounts of the DevCos, each of which is a wholly-owned subsidiary of the Partnership and controlled by the Partnership through the General Partner.OMP GP LLC (the “General Partner”). All intercompany balances and transactions have been eliminated upon consolidation.
Risks and Uncertainties
Concentrations of market and credit risk. The Partnership has limited direct exposure to risks associated with fluctuating commodity prices due to the nature of its business and its long-term, fixed-fee contractual arrangements with its existing customers, including Oasis Petroleum. However, to the extent that the Partnership’s future contractual arrangements with customers, including Oasis Petroleum or third parties, do not provide for fixed-fee structures, the Partnership may become subject to more substantial direct commodity price risk. In addition, in response to a prolonged low commodity price environment, the Partnership’s customers could seek to amend existing contractual arrangements to reduce the volumetric fees the Partnership charges.
As a substantial majority of the Partnership’s revenues are derived from Oasis Petroleum, the Partnership is indirectly subject to risks associated with fluctuating commodity prices to the extent that lower commodity prices adversely affect Oasis Petroleum’s production, drilling schedule or financial condition.
Significant Accounting Policies
There have been no material changes to the Partnership’s critical accounting policies and estimates from those disclosed in the 2020 Annual Report.
Recent Accounting Pronouncements
Reference rate reform. In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
6

Table of Contents
(“ASU 2020-04”). The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying GAAP guidance to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Partnership is currently evaluating its contracts and the optional expedients provided by ASU 2020-04 and the impact the new standard will have on its consolidated financial statements and related disclosures.
3. Revenue Recognition
Disaggregation of Revenues
The following table presents revenues associated with contracts with customers for the periods presented:
Three Months Ended March 31,
20212020
(In thousands)
Service revenues
Crude oil, natural gas and NGL revenues$45,094 $53,977 
Produced and flowback water revenues22,969 31,862 
Total service revenues68,063 85,839 
Product revenues
Crude oil, natural gas and NGL revenues30,589 14,436 
Freshwater revenues1,721 6,352 
Total product revenues32,310 20,788 
Total revenues$100,373 $106,627 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In thousands)
Service revenues
Crude oil, natural gas and NGL revenues$43,565 $41,112 $88,658 $95,089 
Produced and flowback water revenues22,687 21,076 45,657 52,938 
Total service revenues66,252 62,188 134,315 148,027 
Product revenues
Crude oil, natural gas and NGL revenues25,603 2,866 56,192 17,302 
Freshwater revenues3,401 1,009 5,122 7,361 
Total product revenues29,004 3,875 61,314 24,663 
Total revenues$95,256 $66,063 $195,629 $172,690 

Prior Period Performance Obligations
The Partnership records revenue when the performance obligations under the terms of its customer contracts are satisfied. The Partnership measures the satisfaction of its performance obligations using the output method based upon the volumes of crude oil, natural gas or water that flow through its systems. In certain cases, the Partnership is required to estimate these volumes during a reporting period and record any differences between the estimated volumes and actual volumes in the following reporting period. Such differences have historically not been significant. For the three and six months ended March 31,June 30, 2021 and 2020, revenues recognized related to performance obligations satisfied in prior reporting periods were not material.
Contract Balances
Contract balances are the result of timing differences between revenue recognition, billings and cash collections. Contract assets relate to revenue recognized for accrued deficiency fees associated with minimum volume commitments where the Partnership believes it is probable there will be a shortfall payment and that a significant reversal of revenue recognized will not occur once the related performance period is completed and the customer is billed. Contract liabilities relate to aid in construction payments received from customers, which are recognized as revenue over the expected period of future benefit. The Partnership does not recognize contract assets or contract liabilities under its customer contracts for which invoicing occurs once the Partnership’s performance obligations have been satisfied and payment is unconditional. Contract balances are classified as current or long-term based on the timing of when the Partnership expects to receive cash for contract assets or recognize revenue for contract liabilities. The Partnership did not have any material contract asset balances as of March 31,June 30, 2021 or December 31, 2020.
7

Table of Contents
The following table summarizes the changes in contract liabilities for the threesix months ended March 31,June 30, 2021:
(In thousands)
Balance as of December 31, 2020$5,421 
Cash received
Revenue recognized(112)(225)
Balance as of March 31,June 30, 2021$5,3095,196 
Remaining Performance Obligations
The following table presents estimated revenue allocated to remaining performance obligations for contracted revenues that are unsatisfied (or partially satisfied) as of March 31,June 30, 2021:
(In thousands)
2021 (excluding three months ended March 31, 2021)$12,864 
202217,175 
202310,896 
202411,089 
20252,768 
Total$54,792 
(In thousands)
2021 (excluding six months ended June 30, 2021)$8,376 
202217,175 
202310,896 
202411,089 
20252,768 
Total$50,304 
The partially and wholly unsatisfied performance obligations presented in the table above are generally limited to customer contracts which have fixed pricing and fixed volume terms and conditions, which generally include customer contracts with minimum volume commitment payment obligations.
The Partnership has elected practical expedients, pursuant to Accounting Standards Codification 606, Revenue from Contracts with Customers, to exclude from the presentation of remaining performance obligations: (i) contracts with index-based pricing or variable volume attributes in which such variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service that forms part of a series of distinct services and (ii) contracts with an original expected duration of one year or less.
4. Transactions with Affiliates
Revenues. The Partnership generates the substantial majority of its revenues through fee-based contractual arrangements with wholly-owned subsidiaries of Oasis Petroleum for midstream services as described in Note 1 — Organization and Nature of Operations. In addition, the Partnership sells the residue gas and NGLs recovered from its gas processing plants attributable to its third-party natural gas purchase agreements to Oasis Petroleum to market and sell to non-affiliated purchasers.
Expenses. Oasis Petroleum provides substantial labor and overhead support to the Partnership pursuant to a services and secondment agreement. Oasis Petroleum performs centralized corporate, general and administrative services for the Partnership, such as legal, corporate recordkeeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, tax and engineering. Oasis Petroleum has also seconded to the Partnership certain of its employees to operate, construct, manage and maintain the Partnership’s assets. The expenses of executive officers and non-executive employees of Oasis Petroleum are allocated to the Partnership based on the amount of time spent managing its business and operations. The Partnership reimburses Oasis Petroleum for direct and allocated general and administrative expenses incurred by Oasis Petroleum for the provision of these services.
The Partnership’s general and administrative expenses includes $6.9include $7.0 million and $7.6$8.1 million from affiliate transactions with Oasis Petroleum for the three months ended March 31,June 30, 2021 and 2020, respectively, and $13.9 million and $15.7 million from affiliate transactions with Oasis Petroleum for the six months ended June 30, 2021 and 2020, respectively.
Simplification Transaction. On March 30, 2021, the Partnership consummated the transactions contemplated by the Contribution and Simplification Agreement (the “Contribution and Simplification Agreement”), dated as of March 22, 2021, by and among the Partnership, OMS Holdings LLC (“OMS Holdings”), Oasis Midstream Services LLC (“OMS”), OMP GP LLC (the “General Partner”),the General Partner, OMP Operating LLC (“OMP Operating”), OMP DevCo Holdings Corp, Beartooth DevCo LLC (“Beartooth DevCo”), Bobcat DevCo LLC (“Bobcat DevCo”), OMS Holdings Merger Sub, LLC, a wholly ownedwholly-owned subsidiary of OMS Holdings (“GP Merger Sub”), and for limited purposes set forth therein, Oasis Petroleum.
8

Table of Contents
Pursuant to the Contribution and Simplification Agreement, among other things, (a) Oasis Petroleum contributed to the Partnership its remaining limited liability company interests in Bobcat DevCo and Beartooth DevCo of 64.7% and 30.0%,
8

Table of Contents
respectively, in exchange for total consideration of $512.5 million composed of (x) a cash distribution of $231.5 million, sourced from the net proceeds of the offering of the Senior Notes (defined below) and (y) 12,949,644 common units representing limited partner interests in the Partnership, (b) the Partnership’s incentive distribution rights (“IDRs”)IDRs were cancelled and converted into 1,850,356 common units representing limited partner interests in the Partnership (the “IDR Elimination” and such common units, the “IDR Conversion Common Units”), and (c) the IDR Conversion Common Units were distributed on a pro-rata basis by the General Partner to the holders of its Class A Units and Class B Units, such that following such distribution, Oasis Petroleum, through its wholly-owned subsidiary OMS Holdings, is the sole member of the General Partner (the foregoing clauses (a), (b) and (c), the “Simplification Transaction”). The Contribution and Simplification Agreement also implemented among other things, a right of first refusal in favor of the Partnership with respect to the midstream opportunities in the Painted Woods and City of Williston operating areas of Oasis Petroleum and the amendment and restatement of the (x) agreement of limited partnership of the Partnership and (y) limited liability company agreement of the General Partner to reflect the Simplification Transaction.
The effective date of the Simplification Transaction was January 1, 2021 and was accounted for on the closing date of March 30, 2021. As a result, net income was allocated to Oasis Petroleum’s non-controlling interests in Bobcat DevCo and Beartooth DevCo until the closing date. The cash distribution to Oasis Petroleum of $231.5 million includes: (i) $229.0 million cash component of the purchase price, (ii) $10.1 million upward adjustment to the purchase price related to the expanded project dedication to OMP in South Nesson and (iii) $7.6 million downward adjustment to the purchase price related to activity between the effective date and the close date. At March 30, 2021, Oasis Petroleum’s non-controlling interests in Bobcat DevCo and Beartooth DevCo were eliminated, and Oasis Petroleum no longer owns any of the limited liability company interests of Bobcat DevCo or Beartooth DevCo.
Redemption of Common Units from Oasis Petroleum. On June 29, 2021, the Partnership redeemed 3,623,188 common units from Oasis Petroleum for $87.0 million. The proceeds to redeem such common units from Oasis Petroleum were derived from the Equity Offering (defined in Note 10 – Partnership Equity and Distributions). As of June 30, 2021, Oasis Petroleum owns approximately 70% of the Partnership’s outstanding common units.
5. Accrued Liabilities
Accrued liabilities consist of the following:
March 31, 2021December 31, 2020
(In thousands)
Accrued capital costs$2,498 $3,200 
Accrued operating expenses8,678 8,204 
Other accrued liabilities11,168 6,527 
Total accrued liabilities$22,344 $17,931 
June 30, 2021December 31, 2020
(In thousands)
Accrued capital costs$7,880 $3,200 
Accrued operating expenses8,661 8,204 
Other accrued liabilities10,406 6,527 
Total accrued liabilities$26,947 $17,931 

6. Property, Plant and Equipment
Property, plant and equipment consists of the following:
March 31, 2021December 31, 2020
(In thousands)
Pipelines$531,453 $532,546 
Natural gas processing plants303,206 301,820 
Produced and flowback water facilities123,609 123,047 
Compressor stations186,633 185,474 
Other property and equipment33,457 34,548 
Construction in progress2,645 3,384 
Total property, plant and equipment1,181,003 1,180,819 
Less: accumulated depreciation, amortization and impairment(249,838)(240,877)
Total property, plant and equipment, net$931,165 $939,942 
June 30, 2021December 31, 2020
(In thousands)
Pipelines$536,450 $532,546 
Natural gas processing plants303,683 301,820 
Produced and flowback water facilities123,624 123,047 
Compressor stations187,213 185,474 
Other property and equipment33,458 34,548 
Construction in progress9,796 3,384 
Total property, plant and equipment1,194,224 1,180,819 
Less: accumulated depreciation, amortization and impairment(259,214)(240,877)
Total property, plant and equipment, net$935,010 $939,942 

7. Long-Term Debt
Long-term debt consists of the following:
9

Table of Contents
March 31, 2021December 31, 2020
(In thousands)
Revolving Credit Facility$234,000 $450,000 
8.00% senior unsecured notes due April 1, 2029450,000 
Less: unamortized deferred financing costs on senior unsecured notes(9,762)
Total long-term debt$674,238 $450,000 
7. Long-Term Debt
Long-term debt consists of the following:
June 30, 2021December 31, 2020
(In thousands)
Revolving Credit Facility$213,000 $450,000 
8.00% senior unsecured notes due April 1, 2029450,000 
Less: unamortized deferred financing costs on senior unsecured notes(9,613)
Total long-term debt$653,387 $450,000 
Revolving Credit Facility
The Partnership has a revolving credit facility among OMP Operating, as borrower, Wells Fargo Bank, N.A., as Administrative Agent (the “Administrative Agent”)administrative agent and the lenders party thereto (as amended, the “Revolving Credit Facility”). On March 22, 2021, the Partnership entered into the Fourth Amendment to the Revolving Credit Facility (the “Fourth Amendment”) to, among other things, (i) provide for the occurrence of the transactions pursuant to the Simplification Transaction, (ii) amend the consolidated total leverage ratio financial covenant to no greater than 5.00 to 1.00, (iii) amend the consolidated senior secured leverage ratio to no greater than 3.00 to 1.00, (iv) amend the consolidated interest coverage ratio to no less than 2.50 to 1.00, (v) provide for the issuance of the Senior Notes (defined below), (vi) decrease the aggregate lender commitments to $450.0 million, (vii) increase pricing for credit and (viii) extend the maturity date from September 25, 2022 until at least September 30, 2024. In connection with the Fourth Amendment to the Revolving Credit Facility, the Partnership accelerated $1.1 million of unamortized deferred financing costs.costs in the first quarter of 2021.
TheFollowing the Fourth Amendment, the applicable margin for borrowings under the Revolving Credit Facility is based on the Partnership’s most recently tested consolidated total leverage ratio and varies from (a) in the case of LIBOR loans (defined in the Revolving Credit Facility as Eurodollar Loans,Loans), 2.25% to 3.25%, and (b) in the case of domestic bank prime rate loans (defined in the Revolving Credit Facility as ABR LoansLoans) or swingline loans, 1.25% to 2.25%. The unused portion of the Revolving Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%.
At March 31,June 30, 2021, the aggregate amount of elected commitments under the Revolving Credit Facility werewas $450.0 million, and the Partnership had $234.0there were $213.0 million of borrowings outstanding and $5.5 million of outstanding letters of credit, resulting in an unused borrowing capacity of $210.5$231.5 million. For the three and six months ended March 31,June 30, 2021, the weighted average interest rate incurred on borrowings under the Revolving Credit Facility was 2.1%. At December 31, 2020, the Partnership had $450.0 million of borrowings outstanding under the Revolving Credit Facility2.6% and a de minimis outstanding letter of credit.2.3%, respectively. The fair value of the Revolving Credit Facility approximates its carrying value since borrowings under the Revolving Credit Facility bear interest at variable rates, which are tied to current market rates.
The Partnership was in compliance with the covenants under the Revolving Credit Facility at March 31, 2021. The Revolving Credit Facility contains customary events of default, as well as cross-default provisions with other indebtedness of the Partnership and its restricted subsidiaries. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Revolving Credit Facility to be immediately due and payable. There are no cross-default provisions between the Revolving Credit Facility and the indebtedness of Oasis Petroleum’s revolving credit facility.Petroleum and its restricted subsidiaries. The Partnership was in compliance with the covenants under the Revolving Credit Facility at June 30, 2021.
Senior Unsecured Notes
On March 30, 2021, the Partnership and OMP Finance Corp. (“OMP Finance” and together with the Partnership, the “Issuers”) issued in a private placement $450.0 million of 8.00% senior unsecured notes due April 1, 2029 (the “Senior Notes”). The Senior Notes were issued at par and resulted in net proceeds, after deducting the underwriters’ gross spread, of $442.1 million. The Partnership used the net proceeds from the Senior Notes to: (i) make a distribution to OMS of $231.5 million in connection with the Simplification Transaction, (ii) repay $204.0 million of outstanding principal borrowings and $0.5 million of accrued interest under the Revolving Credit Facility and (iii) pay approximately $6.1 million in fees and other expenses. TheIn connection with the issuance of the Senior Notes, the Partnership recorded deferred financing costs of $9.8$9.9 million in connection with the Senior Notes offering, which are being amortized over the term of the Senior Notes. The fair value of the Senior Notes, which are publicly traded among qualified institutional investors and represent a Level 1 measurement, was $478.4 million at June 30, 2021.
Interest on the Senior Notes is payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2021. The fair value of the Senior Notes, which are publicly traded among qualified institutional investors and represent a Level 1 measurement, was $460.1 million at March 31, 2021.
The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Issuers, along with the Partnership’s wholly-owned subsidiaries (the “Guarantors”). The Senior Notes guarantees are joint and several obligations of the Guarantors. The Issuers and Guarantors do not have any significant restrictions on the ability to obtain funds from its subsidiaries by dividend or loan. In addition, there are no restrictions on the subsidiaries to transfer funds, and as such, there are no restricted net assets to disclose.
The indenture governing the Senior Notes contains certain covenants that, subject to certain exceptions and qualifications, among other things, limit the Partnership’s ability and the ability of its restricted subsidiaries including OMP Finance, to, among other things: (i) incur or
10

Table of Contents
or guarantee additional indebtedness or issue certain redeemable or preferred equity, (ii) make certain investments, (iii) declare or pay dividends or make distributions on equity interests or redeem, repurchase or retire equity interests or subordinated indebtedness, (iv) transfer or sell assets including equity of restricted subsidiaries, (v)agree to payment restrictions affecting the Partnership’s restricted subsidiaries, (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, (vii) enter into transactions with affiliates, (viii) incur liens and (ix) designate certain of the Partnership’s subsidiaries as unrestricted subsidiaries. In addition, the indenture governing the Senior Notes contains cross-default provisions with other indebtedness of the Partnership and its restricted subsidiaries. Theresubsidiaries; however, there are no cross-default provisions betweenwith the Senior Notes and other indebtedness of the PartnershipOasis Petroleum and its restricted subsidiaries.
8. Inventory
Inventory consists primarily of spare parts and equipment related to the Partnership’s midstream infrastructure. Inventory is stated at the lower of cost and net realizable value with cost determined on an average cost method. The Partnership assesses the carrying value of inventory and uses estimates and judgments when making any adjustments necessary to reduce the carrying value to net realizable value. The Partnership recorded a de minimis write-down of its inventory during the three and six months ended June 30, 2021 and three and six months ended June 30, 2020. The carrying value of the Partnership’s inventory was $5.9 million and $7.0 million at March 31,June 30, 2021 and December 31, 2020.2020, respectively.
9. Commitments and Contingencies
The Partnership has various contractual obligations in the normal course of its operations. Included below is a description of the Partnership’s various future commitments as of March 31, 2021. There have been no material changes to the Partnership’s commitments and contingencies from those disclosed in its 2020 Annual Report.
Litigation. The Partnership is party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. When the Partnership determines that a loss is probable of occurring and is reasonably estimable, the Partnership accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Partnership discloses contingencies where an adverse outcome may be material, or where in the judgment of management, the matter should otherwise be disclosed.
10. Partnership Equity and Distributions
Equity offering. On June 29, 2021, the Partnership completed an underwritten public offering of 3,623,188 common units representing limited partnership interests at a price to the public of $24.00 per common unit (the “Equity Offering”) and received net proceeds of $87.0 million, after deducting underwriting discounts and commissions. The Partnership used the proceeds from the Equity Offering to fund the redemption of 3,623,188 common units held by Oasis Petroleum (see Note 4 – Transactions with Affiliates).
Cash distributions. On August 3, 2021, the Board of Directors of the General Partner declared the quarterly cash distribution for the second quarter of 2021 of $0.56 per unit. This distribution will be payable on August 27, 2021 to unitholders of record as of August 16, 2021.
The following table details the distributions paid in respect of each period in which the distributions were earned for the periods presented:
Distributions
Limited PartnersGeneral Partner
PeriodRecord DateDistribution DateDistribution per limited partner unitCommon unitsSubordinated unitsIDRs
(In thousands)
Q4 2020March 8, 2021March 18, 2021$0.54$10,842$7,425$1,027
Distributions
Limited PartnersGeneral Partner
PeriodRecord DateDistribution DateDistribution per limited partner unitCommon unitsSubordinated unitsIDRs
(In thousands)
Q4 2020March 8, 2021March 18, 2021$0.54 $10,842 $7,425 $1,027 
Q1 2021May 17, 2021May 27, 20210.55 26,745 
Subordinated unit conversion. On March 19, 2021, the first business day following the payment of the Partnership’s distribution for the fourth quarter of 2020, the subordination period under ourthe partnership agreement terminated in accordance with the terms thereof, and the Partnership’s 13,750,000 subordinated units representing limited partner interests, all of which were held by OMS Holdings, automatically converted into common units on a one-to-one basis.
Cash distributions. On May 3, 2021, the Board of Directors of the General Partner declared the quarterly cash distribution for the first quarter of 2021 of $0.55 per unit. This distribution will be payable on May 27, 2021 to unitholders of record as of May 17, 2021.
Incentive distribution rights. All of the Partnership’s IDRs, all of which were held by the General Partner, were eliminated in connection with the Simplification Transaction. See Note 4 — Transactions with Affiliates.
Simplification Transaction. On March 30, 2021, the Partnership acquired Oasis Petroleum’s remaining 64.7% limited liability company interest in Bobcat DevCo and its remaining 30.0% limited liability company interest in Beartooth DevCo. See Note 4 – Transactions with Affiliates.Affiliates.
11

Table of Contents
11. Earnings (Loss) Per Limited Partner Unit
Earnings (loss) per limited partner unit is computed by dividing the respective limited partners’ interest in earnings (loss) attributable to the Partnership by the weighted average number of common and subordinated units outstanding. For periods prior to the conversion of subordinated units and IDR Elimination, the Partnership had more than one class of participating securities and used the two-class method when calculating earnings (loss) per limited partner unit. The classes of participating securities include common units, subordinated units and IDRs.
Diluted earnings (loss) per limited partner unit reflects the potential dilution that could occur if securities or agreements to issue common units, such as awards under the LTIP, were exercised, settled or converted into common units. When it is determined that potential common units should be included in diluted net income (loss) per limited partner unit calculation, the impact is reflected by applying the treasury stock method. There are no adjustments made to net income (loss) attributable to Oasis Midstream Partners LP in the calculation of diluted earnings (loss) per unit. For the three and six months ended March 31,June 30, 2021 and 2020, the diluted earnings (loss) per share calculation excludes the anti-dilutive effect of unvested restricted unit awards.
The following is a calculation of the basic and diluted weighted average units outstanding for the periods presented:
Three Months Ended March 31,
20212020
(In thousands)
Basic weighted average common units outstanding22,052 20,041 
Dilutive effect of restricted awards
Diluted weighted average common units outstanding22,056 20,041 
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
(In thousands)
Basic weighted average common units outstanding48,611 20,045 35,407 20,043 
Dilutive effect of restricted awards
Diluted weighted average common units outstanding48,620 20,045 35,416 20,043 

The following tables present the calculation of earnings (loss) per limited partner unit under the two-class method for each period presented:

Three Months Ended March 31, 2021
Limited Partners
Common unitsSubordinated unitsTotal
(In thousands, except per unit data)
Net income attributable to Oasis Midstream Partners LP
Distribution declared$10,842 $7,425 $18,267 
Undistributed earnings attributable to Oasis Midstream Partners LP4,956 2,678 7,634 
Net income attributable to Oasis Midstream Partners LP$15,798 $10,103 $25,901 
Weighted average limited partners units outstanding
Basic22,052 
Diluted22,056 
Net loss attributable to Oasis Midstream Partners LP per limited partner unit
Basic$0.72 
Diluted0.72 
Anti-dilutive restricted units

Three Months Ended June 30, 2021
Limited Partners
Common unitsSubordinated unitsTotal
(In thousands, except per unit data)
Net income attributable to Oasis Midstream Partners LP
Distributions$26,745 $$26,745 
Undistributed earnings attributable to Oasis Midstream Partners LP8,409 8,409 
Net income attributable to Oasis Midstream Partners LP$35,154 $$35,154 
Weighted average limited partners units outstanding
Common units – basic48,611 
Common units – diluted48,620 
Net income attributable to Oasis Midstream Partners LP per limited partner unit
Basic$0.72 
Diluted0.72 
Anti-dilutive restricted units
12

Table of Contents
Three Months Ended March 31, 2020Three Months Ended June 30, 2020
General PartnerLimited PartnersGeneral PartnerLimited Partners
IDRsCommon unitsSubordinated unitsTotalIDRsCommon unitsSubordinated unitsTotal
(In thousands, except per unit data)
(In thousands, except per unit data)
Net income (loss) attributable to Oasis Midstream Partners LP
Distribution declared$1,027 $10,833 $7,425 $19,285 
Undistributed loss attributable to Oasis Midstream Partners LP(53,784)(36,900)(90,684)
Net income (loss) attributable to Oasis Midstream Partners LP$1,027 $(42,951)$(29,475)$(71,399)
Net income attributable to Oasis Midstream Partners LPNet income attributable to Oasis Midstream Partners LP
DistributionsDistributions$1,027 $10,833 $7,425 $19,285 
Undistributed earnings attributable to Oasis Midstream Partners LPUndistributed earnings attributable to Oasis Midstream Partners LP(4,396)(3,015)(7,411)
Net income attributable to Oasis Midstream Partners LPNet income attributable to Oasis Midstream Partners LP$1,027 $6,437 $4,410 $11,874 
Weighted average limited partners units outstandingWeighted average limited partners units outstandingWeighted average limited partners units outstanding
Basic20,041 
Diluted20,041 
Common units – basicCommon units – basic20,045 
Common units – dilutedCommon units – diluted20,045 
Net income attributable to Oasis Midstream Partners LP per limited partner unitNet income attributable to Oasis Midstream Partners LP per limited partner unitNet income attributable to Oasis Midstream Partners LP per limited partner unit
BasicBasic$(2.14)Basic$0.32 
DilutedDiluted(2.14)Diluted0.32 
Anti-dilutive restricted unitsAnti-dilutive restricted units10 Anti-dilutive restricted units16 

Six Months Ended June 30, 2021
Limited Partners
Common unitsSubordinated unitsTotal
(In thousands, except per unit data)
Net income attributable to Oasis Midstream Partners LP
Distributions$37,587 $7,425 $45,012 
Undistributed earnings attributable to Oasis Midstream Partners LP13,743 2,300 16,043 
Net income attributable to Oasis Midstream Partners LP$51,330 $9,725 $61,055 
Weighted average limited partners units outstanding
Basic35,407 
Diluted35,416 
Net income attributable to Oasis Midstream Partners LP per limited partner unit
Basic$1.45 
Diluted1.45 
Anti-dilutive restricted units
13

Table of Contents
Six Months Ended June 30, 2020
General PartnerLimited Partners
IDRsCommon unitsSubordinated unitsTotal
(In thousands, except per unit data)
Net income (loss) attributable to Oasis Midstream Partners LP
Distributions$2,054 $21,666 $14,850 $38,570 
Undistributed loss attributable to Oasis Midstream Partners LP(58,182)(39,913)(98,095)
Net income (loss) attributable to Oasis Midstream Partners LP$2,054 $(36,516)$(25,063)$(59,525)
Weighted average limited partners units outstanding
Basic20,043 
Diluted20,043 
Net loss attributable to Oasis Midstream Partners LP per limited partner unit
Basic$(1.82)
Diluted(1.82)
Anti-dilutive restricted units
12. Subsequent Events
Subsequent to June 30, 2021, Oasis Petroleum approved an acreage dedication to the Partnership in the City of Williston project area of the Williston Basin for crude oil gathering, natural gas gathering and compression, and produced and flowback water gathering and disposal. In connection with the acreage dedication, the Partnership expects to spend approximately $4.0 million to $6.0 million of incremental capital in 2021.
14

Table of Contents
Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report”), as well as the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition or provide forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “continue” and other similar expressions are used to identify forward-looking statements.
Forward-looking statements can be affected by the assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements discussed below and detailed under Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q. Actual results may vary materially. Although forward-looking statements reflect our good faith beliefs at the time they are made, you are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and you should not consider the following list to be a complete statement of all potential risks and uncertainties. In addition, our forward-looking statements address the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the novel coronavirus 2019 (“COVID-19”) pandemic and the related impacts on our businesses, operations, earnings and results. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include but are not limited to:
crude oil and natural gas realized prices;
developments in the global economy as well as the public health crisis related to the COVID-19 virus and resulting demand and supply for crude oil and natural gas;
uncertainty regarding the lengthworldwide response to COVID-19, including the impact of time it will take for the U.S.new virus strains and the restrisk of the world to slow the spread of the COVID-19 virus to the point where applicable authorities are comfortable easing currentrenewed restrictions on various commercial and economic activities; such restrictions are designed to protect public health but also have the effect of significantly reducing demand for crude oil and natural gas;
uncertainty regarding the future actions of foreign oil producers and the related impacts such actions have on the balance between the supply of and demand for crude oil and natural gas and therefore the demand for midstream services;
uncertainty regarding the timing, pace and extent of an economic recovery in the U.S. and elsewhere, which in turn will likely affect demand for crude oil and natural gas and therefore the demand for the midstream services we provide and the commercial opportunities available to us;
an inability of Oasis Petroleum or our other customers to meet their operational and development plans on a timely basis or at all;
the execution of our business strategies;
the demand for and price of crude oil and natural gas, on an absolute basis and in comparison to the price of alternative and competing fuels;
the fees we charge, and the margins we realize, from our midstream services;
the cost of achieving organic growth in current and new markets;
our ability to make acquisitions of other midstream infrastructure assets or other assets that complement or diversify our operations;
our ability to make acquisitions of other assets on economically acceptable terms from Oasis Petroleum;
our inability to perform our obligations under our contracts, whether due to non-performance by third parties, including our customers or other counterparties, market constraints, third-party constraints, legal constraints (including governmental orders or guidance), or other factors;
the lack of asset and geographic diversification;
the suspension, reduction or termination of our commercial agreements with Oasis Petroleum;
labor relations and government regulations;
14
15

Table of Contents
labor relations and government regulations;
competition and actions taken by third party producers, operators, processors and transporters;
outcomes of litigation and regulatory investigations, proceedings or inquiries;
the demand for, and the costs of developing and conducting, our midstream infrastructure services;
interruptions in service and fluctuations in tariff provisions of third party connecting pipelines;
general economic conditions;
the price and availability of equity and debt financing;
operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;
potential effects arising from cyber threats, terrorist attacks and any consequential or other hostilities;
interruption of our operations due to social, civil or political events or unrest;
changes in environmental, safety and other laws and regulations;
execution of our environmental, social and governance (“ESG”) initiatives;
the effects of accounting pronouncements issued periodically during the periods covered by forward-looking statements;
changes in our tax status;
uncertainty regarding our future operating results; and
certain factors discussed elsewhere in this Quarterly Report on Form 10-Q, in our 2020 Annual Report and in our other SEC filings.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by securities law. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. Some of the key factors which could cause actual results to vary from our expectations include, but are not limited to, commodity price volatility, inflation, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in projecting future throughput volumes, cash flow and access to capital, the timing of development expenditures and the other risks described under Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.
Overview
We are a leading gathering and processing master limited partnership formed by our sponsor, Oasis Petroleum (Nasdaq: OAS), to own, develop, operate and acquire a diversified portfolio of midstream assets in North America. We offer full service midstream solutions to our customers covering their oil, gas and water needs. Our full scale of operations includesprovide natural gas services (gathering, compression, processing and gas lift supply), crude oil services (gathering, terminaling and transportation) and water services (gathering and disposal of produced and flowback water and freshwater distribution). Our current assets are located in the heart of the oil-rich Williston and Permian Basins and are integral to the crude oil and natural gas operations of Oasis Petroleum. Our assets are also strategically positioned to capture volumes from other producers. We generate the substantial majority of our revenues through long-term, fixed-fee contracts with Oasis Petroleum pursuant to which we provide crude oil, natural gas and water-related midstream services. We expect to grow acquisitively through accretive, dropdown acquisitions, as well as organically as Oasis Petroleum develops its acreage. We also expect to grow by increasing services provided to third parties and acquiring midstream assets from third parties.
We have significant acreage dedications from Oasis Petroleum and commitments from third party producers in both the Williston and Permian Basins. In the Williston Basin, we divide our operations into two primary areas with developed midstream infrastructure. In Wild Basin, we provide natural gas services (gathering, compression, processing and gas lift supply), crude oil services (gathering, terminaling and transportation), and water services (gathering and disposal of produced and flowback water and freshwater distribution) to our customers. Outside of Wild Basin, we provide water services (gathering and disposal of produced and flowback water and freshwater distribution) to our customers. In the Permian Basin, we operate strategically located infrastructure where we provide crude oil services (gathering) and water services (gathering and disposal of produced and flowback water) to our customers, with connection points to key market hubs.
We conduct our business through our wholly-owned subsidiaries: Bighorn DevCo LLC (“Bighorn DevCo”), Bobcat DevCo LLC (“Bobcat DevCo”), Beartooth DevCo LLC (“Beartooth DevCo”) and Panther DevCo LLC (“Panther DevCo” and collectively with Bighorn DevCo, Bobcat DevCo and Beartooth DevCo, the “DevCos”).
15

TableOur current assets are located in the heart of Contents
Wethe oil-rich Williston and Permian Basins. In the Williston Basin, our assets are integral to the crude oil and natural gas operations of Oasis Petroleum and are also strategically positioned to capture volumes from third party producers. In the Permian Basin, we provide crude oil gathering and produced and flowback water gathering and disposal services to third party producers. The substantial majority of our revenues are generated through long-term, fixed-fee contracts with Oasis Petroleum for crude oil, natural gas services, crude oil services and waterwater-related midstream services. We are also party to a long-term transportation services agreement regulated by the Federal Energy Regulatory Commission (the “FERC”) governing the transportation of crude oil via pipeline from the Wild Basin area to Johnson’s Corner. We generate the substantial majority of our revenues through theseOur fixed-fee contracts which minimizesminimize our direct exposure to commodity prices. Theprices, and the amount of revenue we generate primarily depends on the volume of crude oil, natural gas and water for which we provide midstream services. While weWe have increased our customer diversification by providing midstream services to third parties, but we are largely dependent on Oasis Petroleum as our most significant customer.customer.We expect to grow acquisitively through accretive, dropdown acquisitions, as well as organically as Oasis Petroleum develops its acreage. We also expect to grow by increasing services provided to third party producers and by acquiring midstream assets from third parties.

16

Table of Contents
Recent Developments
FERC Regulatory Matters
On May 14, 2021, the FERC issued a revised oil pricing index factor that used the Producer Price Index for Finished Goods plus an index level of 0.78%, resulting in a negative percent change for the index year July 1, 2021 through June 30, 2022, meaning that the ceiling level for certain of an oil pipelines’ rates may decrease and, if the actual transportation rate would be above such ceiling level, the rate also must decrease to be equal to or less than the applicable ceiling. Bighorn DevCo’s Johnson’s Corner pipeline has not adjusted its rates in several years and its applicable rates remain below the FERC’s adjusted ceiling level. Bighorn DevCo could increase its rates in future index years to equal the new ceiling level. The FERC’s final application of its indexing rate methodology for the next five-year term of index rates may impact our revenues associated with any transportation services we may provide pursuant to rates adjusted by the FERC oil pipeline index.
Change in Board Chair
On April 14,13, 2021, Daniel E. Brown was elected to serve on the board of directors of OMP GP LLC (the “General Partner”). On April 29, 2021, Mr. Brown was elected by the board of directors of the General Partner to serve as Board Chair. Mr. Brown replaces Douglas E. Brooks, who was elected by the board of directors of the General Partner on January 29, 2021 to serve as Board Chair on an interim basis.
Acquisition of Remaining Interests in Bobcat DevCo and Beartooth DevCo
On March 30, 2021, we consummated the transactions contemplated by the Contribution and Simplification Agreement (the “Contribution and Simplification Agreement”), dated as of March 22, 2021, by and among the Partnership, OMS Holdings LLC (“OMS Holdings”), Oasis Midstream Services LLC (“OMS”), the General Partner, OMP Operating LLC (“OMP Operating”), OMP DevCo Holdings Corp, Beartooth DevCo, LLC (“Beartooth DevCo”), Bobcat DevCo, LLC (“Bobcat DevCo”), OMS Holdings Merger Sub, LLC, a wholly ownedwholly-owned subsidiary of OMS Holdings (“GP Merger Sub”), and for limited purposes set forth therein, Oasis Petroleum.
Pursuant to the Contribution and Simplification Agreement, among other things, (a) Oasis Petroleum caused OMS to contribute to OMP Operating (i) its remaining 64.7% limited liability company interest in Bobcat DevCo and (ii) its remaining 30% limited liability company interest in Beartooth DevCo (the “Contributed Assets”), and the Partnership paid to OMS Holdings consideration of $512.5 million (together with the IDR Conversion Common Units, the “Total Consideration”) composed of (x) a cash distribution of $231.5 million, sourced from the net proceeds of the offering of the Senior Notes (as defined below) and (y) 12,949,644 common units representing limited partner interests in the Partnership, (b) the Partnership and the General Partner caused the IDRs to be cancelled and converted into 1,850,356 common units representing limited partner interests in the Partnership (the “IDR Elimination” and such common units, the “IDR Conversion Common Units”), and (c) GP Merger Sub merged with and into the General Partner, with the General Partner surviving such merger (the “GP Merger”) and, in connection with the GP Merger, Class A Units and Class B Units representing membership interests in the General Partner were automatically converted into, and thereafter represented the right to receive, the IDR Conversion Common Units on a pro rata basis, and the IDR Conversion Common Units were distributed to the holders of such Class A Units and Class B Units, such that following the GP Merger, OMS Holdings is the sole member of the General Partner (the foregoing clauses (a), (b) and (c), the “Simplification Transaction”). The Contribution and Simplification Agreement also implemented, among other things, a right of first refusal in favor of the Partnership with respect to midstream opportunities in the Painted Woods and City of Williston operating areas of Oasis Petroleum and the amendment and restatement of the (x) agreement of limited partnership of the Partnership and (y) limited liability company agreement of the General Partner to reflect the Simplification Transaction.
The effective date of the Simplification Transaction was January 1, 2021, and the closing date was March 30, 2021. Following the Simplification Transaction, Oasis Petroleum no longer owns any of the limited liability company interests of Bobcat DevCo or Beartooth DevCo.
IDR Elimination
In connection with the Simplification Transaction, all of our IDRs were cancelled and exchanged for 1,850,356 common units in accordance with the terms of the Contribution and Simplification Agreement. Additionally, the owners of the General Partner, OMS Holdings and holders of Class B Units in the General Partner, received the common units issued in exchange for the IDR Elimination pursuant to the Contribution and Simplification Agreement.
Subordinated Unit Conversion
On March 19, 2021, the first business day following the payment of our distribution for the fourth quarter of 2020, the subordination period under our partnership agreement terminated in accordance with the terms thereof, and our 13,750,000 subordinated units representing limited partner interests, all of which were held by OMS Holdings, automatically converted into common units on a one-to-one basis.

1617

Table of Contents
Permian Basin Midstream Assets
On June 29, 2021, Oasis Petroleum completed the sale of its remaining upstream assets in the Permian Basin to a third party buyer. We retained our midstream assets in the Permian Basin through our ownership of Panther DevCo and provide all of our midstream services in the Permian Basin to third party producers. Our commercial agreements with Oasis Petroleum in the Permian Basin were assigned to the buyer with no material changes to the contractual terms. We have successfully commenced crude oil and water services to the new operator, and we expect to benefit from incremental activity and increased diversification of our customer base.
Redemption of Common Units from Oasis Petroleum
On June 29, 2021, we completed an underwritten public offering of 3,623,188 common units representing limited partnership interests at a price to the public of $24.00 per common unit (the “Equity Offering”) and received net proceeds of $87.0 million after deducting underwriting discounts and commissions. We used the proceeds from the Equity Offering to redeem 3,623,188 common units held by Oasis Petroleum for $87.0 million. Following such redemption, Oasis Petroleum owns approximately 70% of our outstanding common units.
City of Williston Project Dedication
Oasis Petroleum has approved an acreage dedication to OMP in the City of Williston project area pursuant to which we will provide midstream services to Oasis Petroleum for crude oil gathering, natural gas gathering and compression, and produced and flowback water gathering and disposal. In connection with the acreage dedication, we expect to spend approximately $4.0 million to $6.0 million of incremental capital in 2021, and we expect to commence services pursuant to the acreage dedication in the second half of 2022. We have revised our 2021 capital expenditures program, as discussed in “Liquidity and Capital Resources – 2021 Revised Capital Program” below.
Market Conditions and COVID-19
Market conditions have improved but remain uncertain as the worldwide response to COVID-19 continues to evolve. Federal, state and local public health and governmental authorities have begun implementation ofcommenced programs to administer vaccines, and certain regions across the United States have begun to partially liftlifted restrictions previouslythat were imposed to contain the spread of COVID-19. GlobalCOVID-19, resulting in improved global economic activity levels have improved as these restrictions have begun to be lifted, and higher energy demand has gradually increased.demand. Despite moderate improvements in market conditions, uncertainties related to COVID-19 remain, including the impact of new virus strains, the risk of renewed restrictions and the uncertainty of successful administration of effective treatments and vaccines. In response to the current economic environment and impacts of COVID-19, we have adjusted our business to expected lower levels of activity and operate in a sustainable and cost-efficient manner.
In response to the outbreak of the COVID-19 pandemic in 2020, we adopted a work-from-home system for all office-based employees and deployed additional safety protocols at our operating sites in order to keep the field-based employees and contractors supporting our operations safe, while continuing operations running without material disruption. In the first quarter of 2021, we begancompleted a phased return-to-office program, while continuing to follow enhanced safety standards, and best practices, including enhanced daily cleaning in common spaces of office locations, required use of facial coverings in common spaces, restricting use of conference rooms and group gatherings, adherence to social distancing requirements and establishing training requirements and procedures.

Highlights:
18

Table of Contents
Recent HighlightsCompleted the Simplification Transaction to acquire Oasis Petroleum’s remaining interests in Bobcat DevCo and Beartooth DevCo and eliminate the IDRs.
Completed $450.0 million private placement of 8.00% senior unsecured notes due 2029.
ESG leadership with gas capture rate related to Oasis Petroleum volumes of 99%.:
Declared the quarterly cash distribution for the firstsecond quarter of 2021 of $0.55$0.56 per unit.
Net income was $42.9$35.2 million and net cash from operating activities was $39.4$58.6 million.
Adjusted EBITDA(1) was $56.5$55.8 million and and Adjusted EBITDA attributable to the PartnershipDistributable Cash Flow was $35.9$43.0 million.
Distributable cash flow(1) was $33.0 million.
17

Table of Contents
The following table summarizes the throughput volumes, operating income (loss), depreciation, amortization and impairment and capital expenditures of each of our DevCos for the periods presented. The amounts shown in the table below are presented on a gross basis.
Three Months Ended
March 31, 2021December 31, 2020March 31, 2020
(In thousands, except throughput volumes)
Bighorn DevCo
Crude oil services volumes (MBopd)27.6 26.6 44.0 
Natural gas services volumes (MMscfpd)205.7 220.8 242.4 
Operating income$16,867 $16,026 $1,325 
Depreciation, amortization and impairment2,505 2,534 21,644 
Capital expenditures120 256 3,629 
Bobcat DevCo
Crude oil services volumes (MBopd)19.7 19.8 33.0 
Natural gas services volumes (MMscfpd)248.0 250.8 280.3 
Water services volumes (MBowpd)43.0 44.1 61.4 
Operating income$23,537 $17,910 $12,422 
Depreciation, amortization and impairment3,999 4,094 21,343 
Capital expenditures486 2,304 11,776 
Beartooth DevCo
Water services volumes (MBowpd)71.3 83.0 133.4 
Operating income (loss)$7,090 $8,380 $(19,903)
Depreciation, amortization and impairment2,274 2,256 35,656 
Capital expenditures(1)
(363)525 (575)
Panther DevCo
Crude oil services volumes (MBopd)9.1 8.9 4.1 
Water services volumes (MBowpd)28.5 31.3 30.2 
Operating income (loss)$1,151 $1,371 $(32,060)
Depreciation, amortization and impairment202 192 33,321 
Capital expenditures(1)
(59)1,130 9,610 
Oasis Midstream Partners LP
DevCo operating income (loss)$48,645 $43,687 $(38,216)
Public company expenses1,589 539 844 
Operating income (loss)47,056 43,148 (39,060)
Depreciation, amortization and impairment8,985 9,076 111,964 
Equity-based compensation expenses487 68 66 
Capitalized interest— 249 
Maintenance capital expenditures302 3,594 2,004 
Expansion capital expenditures(2)
231,391 621 22,436 
Total capital expenditures231,693 4,217 24,689 
Three Months EndedSix Months Ended
June 30, 2021March 31, 2021June 30, 2021June 30, 2020
(In thousands, except throughput volumes)
Bighorn DevCo
Crude oil services volumes (MBopd)25.6 27.6 26.6 35.0 
Natural gas services volumes (MMscfpd)191.5 205.7 198.6 198.8 
Operating income$15,273 $16,867 $32,140 $10,259 
Depreciation, amortization and impairment2,610 2,505 5,115 26,941 
Capital expenditures474 120 594 5,302 
Bobcat DevCo
Crude oil services volumes (MBopd)17.9 19.7 18.8 27.1 
Natural gas services volumes (MMscfpd)232.8 248.0 240.4 236.6 
Water services volumes (MBowpd)41.5 43.0 42.2 52.8 
Operating income$22,513 $23,537 $46,050 $28,244 
Depreciation, amortization and impairment4,222 3,999 8,221 25,567 
Capital expenditures8,982 486 9,468 12,053 
Beartooth DevCo
Water services volumes (MBowpd)84.9 71.3 78.1 93.5 
Operating income (loss)$8,314 $7,090 $15,404 $(17,872)
Depreciation, amortization and impairment2,342 2,274 4,616 37,919 
Capital expenditures(1)
32 (363)(331)(264)
Panther DevCo
Crude oil services volumes (MBopd)9.4 9.1 9.2 8.3 
Water services volumes (MBowpd)29.7 28.5 29.1 40.4 
Operating income (loss)$1,406 $1,151 $2,557 $(29,708)
Depreciation, amortization and impairment236 202 438 33,634 
Capital expenditures(1)
3,733 (59)3,674 9,829 
Oasis Midstream Partners LP
DevCo operating income (loss)$47,506 $48,645 $96,151 $(9,077)
Public company expenses1,122 1,589 2,711 2,026 
Operating income (loss)46,384 47,056 93,440 (11,103)
Depreciation, amortization and impairment9,418 8,985 18,403 124,061 
Equity-based compensation expenses16 487 503 133 
Capitalized interest— — — 317 
Maintenance capital expenditures2,109 302 2,411 2,336 
Expansion capital expenditures(2)
11,112 231,391 242,503 24,584 
Total capital expenditures13,221 231,693 244,914 27,237 
___________________
(1) Negative amount reflects differences between the estimated capital expenditures accrued in a reporting period and actual capital expenditures recognized in a subsequent reporting period.
19

Table of Contents
(2) IncludesThe six months ended June 30, 2021 includes $231.5 million related to the cash distribution to Oasis Petroleum associated with the Simplification Transaction composed of the following: (i) $229.0 million cash component of the purchase price, (ii) upward adjustment to the purchase price of $10.1 million related to the expanded project dedication to OMP in South Nesson, and (iii) downward adjustment to the purchase price of $7.6 million related to activity between the effective date of January 1, 2021 and the close date of March 30, 2021.
18

Table of Contents

Results of Operations
Revenues
We categorize our revenues as either service revenues or product sales to the respective line items described below.
Midstream services - Oasis Petroleum. We record service revenues for fee-based arrangements with Oasis Petroleum for midstream services, including: (i) natural gas gathering, compression, processing, gas lift supply and NGL storage services; (ii) crude oil gathering, terminaling and transportation services; and (iii) produced and flowback water gathering and disposal services.
Midstream services - third parties. We record service revenues for fee-based arrangements with third parties for crude oil and produced and flowback water services provided to non-affiliated customers.
Product sales - Oasis Petroleum. We record product sales fromto Oasis Petroleum for the sale of crude oil and residue gas and NGLs to certain subsidiaries of Oasis Petroleum, which we generate from purchase agreements with third parties. We also record product sales fromto Oasis Petroleum for the supply and distribution of freshwater to Oasis Petroleum.
Product sales - third parties. We record product sales from third parties for the supply and distribution of freshwater to non-affiliated customers.
The following table summarizes our revenues for the periods presented:
Three Months Ended
March 31, 2021December 31, 2020ChangeMarch 31, 2021March 31, 2020Change
(In thousands)
Revenues
Midstream services – Oasis Petroleum$67,163 $61,997 $5,166 $67,163 $81,993 $(14,830)
Midstream services – third parties900 326 574 900 3,846 (2,946)
Product sales – Oasis Petroleum32,281 28,274 4,007 32,281 20,788 11,493 
Product sales – third parties29 17 12 29 — 29 
Total revenues$100,373 $90,614 $9,759 $100,373 $106,627 $(6,254)

Three Months EndedSix Months Ended
June 30, 2021March 31, 2021ChangeJune 30, 2021June 30, 2020Change
(In thousands)
Revenues
Midstream services – Oasis Petroleum$65,064 $67,163 $(2,099)$132,227 $138,939 $(6,712)
Midstream services – third parties1,188 900 288 2,088 9,088 (7,000)
Product sales – Oasis Petroleum28,992 32,281 (3,289)61,273 24,657 36,616 
Product sales – third parties12 29 (17)41 35 
Total revenues$95,256 $100,373 $(5,117)$195,629 $172,690 $22,939 
Three months ended March 31,June 30, 2021 as compared to three months ended DecemberMarch 31, 20202021
Total revenues.Total midstream revenues increased $9.8decreased $5.1 million to $100.4$95.3 million during the three months ended March 31,June 30, 2021 as compared to the three months ended DecemberMarch 31, 2020.2021. This increasedecrease was driven by a $5.7$3.3 million increasedecrease in product sales and a $1.8 million decrease in service revenues and a $4.0revenues.
Service revenues. The $1.8 million increase in product sales.
The $5.7 million increasedecrease in service revenues was driven by a $7.4$1.5 million increasedecrease in crude oil and natural gas service revenues due to an increasea decrease in natural gas throughput volumes from Oasis Petroleum in the Williston Basin, offset bycoupled with a $1.6$0.3 million decrease in produced and flowback water service revenues due to a $1.1$0.6 million decrease in revenues from Oasis Petroleum primarily due to fewera decrease in gathering and injection volumes in the Williston Basin andfrom Oasis Petroleum, partially offset by a $0.5$0.3 million decreaseincrease in revenues from third parties.
Product sales.The $4.0$3.3 million increasedecrease in product sales was driven by a $4.8$5.0 million increasedecrease in natural gas product sales to Oasis Petroleum driven by an increasea decrease in residue gas and NGL prices and a reduction in volumes purchased from third party producers, partially offset by a $0.9$1.7 million decreaseincrease in freshwater product sales due to a decreasean increase in freshwater deliveries to Oasis Petroleum for well completions.

1920

Table of Contents
ThreeSix months ended March 31,June 30, 2021 as compared to .threesix months ended March 31,June 30, 2020
Total revenues.Total midstream revenues decreased $6.3increased $22.9 million to $100.4$195.6 million during the threesix months ended March 31,June 30, 2021 as compared to the threesix months ended March 31,June 30, 2020. This decreaseincrease was driven by a a $17.8$36.7 million increase in product sales, partially offset by $13.7 million decrease in service revenues, partially offset by an $11.5 million increase in product sales.revenues.
Service revenues.The $17.8$13.7 million decrease in service revenues was driven by an $8.9a $7.3 million decrease in produced and flowback water service revenues due to a $7.1$4.7 million decrease in revenues from Oasis Petroleum due to fewer volumes, and a $1.8$2.6 million decrease in revenues from third parties due to fewer volumes. In addition, there was an $8.9a $6.4 million decrease in crude oil and natural gas service revenues primarily related to a decrease in crude oil and natural gas throughput volumes in the Williston Basin.
Product sales.The $11.5$36.7 million increase in product sales was driven by a $16.1$38.8 million increase in natural gas product sales to Oasis Petroleum driven by higheran increase in residue gas and NGL prices and an increase in volumes purchased from third party producers, partially offset by a $4.6$2.2 million decrease in freshwater product sales due to a decrease in freshwater deliveries to Oasis Petroleum for well completions.
Operating expenses and other expenses
The following table summarizes our operating expenses and other expenses for the periods presented:
Three Months Ended
March 31, 2021December 31, 2020ChangeMarch 31, 2021March 31, 2020Change
(In thousands)
Operating expenses
Costs of product sales$22,776 $15,780 $6,996 $22,776 $8,432 $14,344 
Operating and maintenance13,106 13,888 (782)13,106 16,840 (3,734)
Depreciation and amortization8,985 9,076 (91)8,985 10,197 (1,212)
Impairment— — — — 101,767 (101,767)
General and administrative8,450 8,722 (272)8,450 8,451 (1)
Total operating expenses53,317 47,466 5,851 53,317 145,687 (92,370)
Operating income (loss)47,056 43,148 3,908 47,056 (39,060)86,116 
Other income (expense)
Interest expense, net of capitalized interest(4,061)(2,602)(1,459)(4,061)(30,257)26,196 
Other income (expense)(69)28,710 (28,779)(69)(42)(27)
Total other income (expense)(4,130)26,108 (30,238)(4,130)(30,299)26,169 
Net income (loss)42,926 69,256 (26,330)42,926 (69,359)112,285 
Less: Net income attributable to non-controlling interests17,025 13,920 3,105 17,025 2,040 14,985 
Net income (loss) attributable to Oasis Midstream Partners LP25,901 55,336 (29,435)25,901 (71,399)97,300 
Less: Net income attributable to General Partner— 1,027 (1,027)— 1,008 (1,008)
Net income (loss) attributable to limited partners$25,901 $54,309 $(28,408)$25,901 $(72,407)$98,308 

Three Months EndedSix Months Ended
June 30, 2021March 31, 2021ChangeJune 30, 2021June 30, 2020Change
(In thousands)
Operating expenses
Costs of product sales$19,152 $22,776 $(3,624)$41,928 $10,647 $31,281 
Operating and maintenance12,220 13,106 (886)25,326 31,348 (6,022)
Depreciation and amortization9,416 8,985 431 18,401 22,078 (3,677)
Impairment— 101,983 (101,981)
General and administrative8,082 8,450 (368)16,532 17,737 (1,205)
Total operating expenses48,872 53,317 (4,445)102,189 183,793 (81,604)
Operating income (loss)46,384 47,056 (672)93,440 (11,103)104,543 
Other expenses
Interest expense, net of capitalized interest(11,230)(4,061)(7,169)(15,291)(35,443)20,152 
Other expense— (69)69 (69)(143)74 
Total other expenses(11,230)(4,130)(7,100)(15,360)(35,586)20,226 
Net income (loss)35,154 42,926 (7,772)78,080 (46,689)124,769 
Less: Net income attributable to non-controlling interests— 17,025 (17,025)17,025 12,836 4,189 
Net income (loss) attributable to Oasis Midstream Partners LP35,154 25,901 9,253 61,055 (59,525)120,580 
Less: Net income attributable to General Partner— — — — 2,034 (2,034)
Net income (loss) attributable to limited partners$35,154 $25,901 $9,253 $61,055 $(61,559)$122,614 
Three months ended March 31,June 30, 2021 as compared to three months ended DecemberMarch 31, 20202021
Costs of product sales. Costs of product sales increased $7.0decreased $3.6 million to $22.8$19.2 million for the three months ended March 31,June 30, 2021 as compared to the three months ended DecemberMarch 31, 20202021. The increasedecrease was primarily driven by a $7.2$4.0 million increasedecrease in natural gas costs of product sales due primarily to an increasea decrease in natural gas purchase costs related to higher residue gas and NGL prices partiallyand a decrease in volumes purchased from third party producers, offset by a $0.2$0.4 million decreaseincrease in freshwater costs of product sales relateddue primarily to lowerhigher activity.
Operating and maintenance. Operating and maintenance expenses decreased $0.8$0.9 million to $13.1$12.2 million for the three months ended March 31,June 30, 2021 as compared to the three months ended DecemberMarch 31, 2020.2021. The decrease was primarily driven by a $0.5$0.6 million decrease in natural gas operating and maintenance expenses due primarily to a reduction in repairs and maintenance, coupled with a $0.3 million decrease in produced and flowback water operating and maintenance expenses relateddue primarily to lower activity, coupled with a $0.3 million decrease in crude oil and natural gas operating and maintenance expenses primarily related to lower crude oil expenses associated with reductions in contract labor costs.activity.
2021

Table of Contents
Depreciation and amortization. Depreciation and amortization expenses were $9.0increased $0.4 million to $9.4 million for the three months ended March 31,June 30, 2021 and the three months ended December 31, 2020. No assets were placed into service duringas compared to the three months ended March 31, 2021. The increase was primarily a result of incremental capital spending on in-service assets.
General and administrative (“G&A”) expenses. G&A expenses decreased $0.3$0.4 million to $8.5$8.1 million for the three months ended March 31,June 30, 2021 as compared to the three months ended DecemberMarch 31, 2020.2021. The decrease was primarily a result ofdue to a reduction in allocated charges from Oasis Petroleum for G&A services.equity-based compensation expenses associated with the immediate vesting of certain awards in the first quarter of 2021 in connection with the Simplification Transaction.
Interest expense, net of capitalized interest. Interest expense, net of capitalized interest, increased $1.5$7.2 million to $4.1$11.2 million for the three months ended March 31,June 30, 2021 as compared to the three months ended DecemberMarch 31, 2020.2021. The increase was primarily due to an $8.9 million increase in interest expense related to the Senior Notes which were issued on March 30, 2021. This increase was partially offset by a $1.7 million decrease in interest expense related to the Revolving Credit Facility due to the acceleration of $1.1 million of unamortized deferred financing costs in connectionthe first quarter of 2021, combined with the Fourth Amendment toa $0.9 million reduction in interest expense associated with fewer outstanding borrowings under the Revolving Credit Facility.Facility quarter over quarter.
ThreeSix months ended March 31,June 30, 2021 as compared to threesix months ended March 31,June 30, 2020
Costs of product sales. Cost of product sales increased $14.3$31.3 million to $22.8$41.9 million for the threesix months ended March 31,June 30, 2021 as compared to the threesix months ended March 31,June 30, 2020. The increase was primarily driven by a $16.4$33.3 million increase in natural gas costs of product sales due primarily to an increase in natural gas purchase costs related to higher residue gas and NGL prices and an increase in volumes purchased from third party producers, partially offset by a $2.2$2.0 million decrease in freshwater costs of product sales relateddue primarily to lower activity.
Operating and maintenance. Operating and maintenance expenses decreased $3.7$6.0 million to $13.1$25.3 million for the threesix months ended March 31,June 30, 2021 as compared to the threesix months ended March 31,June 30, 2020. The decrease was primarily driven by a $2.0$3.1 million decrease in natural gas operating and maintenance expenses due primarily to a reduction in equipment rentals, coupled with a $2.7 million decrease in produced and flowback water operating and maintenance expenses a $1.4 million decrease in natural gas operating and maintenance expenses and a $0.3 million decrease in crude oil operating and maintenance expenses, each relateddue primarily to reductions inlower activity.
Impairment. NoWe recorded a de minimis impairment loss was recorded for the threesix months ended March 31,June 30, 2021. We recorded an impairment loss of $101.8$102.0 million for the threesix months ended March 31,June 30, 2020 to adjust the carrying value of our property, plant and equipment to fair value due to lower forecasted throughput volumes.
Depreciation and amortization. Depreciation and amortization expenses decreased $1.2$3.7 million to $9.0$18.4 million for the threesix months ended March 31,June 30, 2021 as compared to the threesix months ended March 31,June 30, 2020. The decrease was driven by a reduction in the carrying value of assets following impairment charges taken in the first quarter of 2020.
G&A expenses. G&A expenses remained flat at $8.5decreased $1.2 million to $16.5 million for the threesix months ended March 31,June 30, 2021 as compared to the threesix months ended March 31,June 30, 2020. The decrease was primarily a result of a reduction of $1.8 million in allocated charges from Oasis Petroleum for G&A services due to lower headcount, partially offset by a $0.4 million increase in equity-based compensation expenses associated with the immediate vesting of certain awards in the first quarter of 2021 in connection with the Simplification Transaction.
Interest expense, net of capitalized interest. Interest expense, net of capitalized interest, decreased $26.2$20.2 million to $4.1$15.3 million for the threesix months ended March 31,June 30, 2021 as compared to the threesix months ended March 31,June 30, 2020. The decrease was primarily due to an additionala specified default interest charge of $25.9$28.0 million recorded during the six months ended June 30, 2020 which was subsequently waived in the firstfourth quarter of 2020. In addition, there was a decrease in interest expense related to the fourth quarterRevolving Credit Facility of 2020, we received a waiver for such additional$1.5 million due to fewer outstanding borrowings. These decreases were partially offset by an increase in interest charge.expense of $9.1 million related to the Senior Notes.
Liquidity and Capital Resources
Our primary sources of liquidity areduring the period covered by this report have been from cash flows generated from operations, borrowings under ourthe Revolving Credit Facility, and the issuance of the Senior Notes as defined below.(defined below) and our underwritten public offering of common units. We believe cash generated from these sources will be sufficient to meet our short-term working capital needs, long-term capital expenditure requirements and quarterly cash distributions. We expect to fund future expansion capital expenditures and acquisitions primarily through a combination of borrowings under ourthe Revolving Credit Facility and, if necessary, the issuance of additional equity or debt securities.
22

Table of Contents
Our primary uses of cash have been for capital expenditures forto develop our midstream infrastructure, the acquisition of Oasis Petroleum’s remaining ownership interests in Bobcat DevCo and Beartooth DevCo, the acquisition of midstream infrastructure in the Permian Basindropdown acquisitions from Oasis Petroleum, distributions to our unitholders, the redemption of common units from Oasis Petroleum, interest payments associated with our long-term debt and payments associated with cash requirements for working capital. We expect our future cash requirements relating to working capital, maintenance capital expenditures and quarterly cash distributions to our unitholders will be funded from cash flows internally generated from our operations.     
Revolving credit facility. At March 31,June 30, 2021, we had $450.0 million of commitments under the Revolving Credit Facility. The Revolving Credit Facility is available to fund working capital and to finance acquisitions and other capital expenditures andexpenditures. The Revolving Credit Facility does not mature until at least September 30, 2024.
At March 31,June 30, 2021, we had $234.0$213.0 million of borrowings outstanding under the Revolving Credit Facility and $5.5 million of outstanding letters of credit, resulting in an unused borrowing capacity of $210.5$231.5 million. For threethe six months ended March 31,June 30, 2021 and 2020, the weighted average interest rate incurred on borrowings under the Revolving Credit Facility was 2.1%2.3% and 3.6%2.9%, respectively.
21

Table of Contents
On March 22, 2021, we entered into the Fourth Amendment to the Revolving Credit Facility. See “Item 1. — Financial Statements (Unaudited) — Note 7Long-Term Debt” for more information.
Senior unsecured notes. On March 30, 2021, we issued $450.0 million of 8.00% senior unsecured notes due April 1, 2029 (the “Senior Notes”). The Senior Notes were issued at par and resulted in net proceeds of $442.1 million. We used the net proceeds from the Senior Notes to: (i) make a distribution to OMSOasis Petroleum of $231.5 million in connection with the Simplification Transaction, (ii) repay $204.0 million of outstanding principal borrowings and $0.5 million of accrued interest under the Revolving Credit Facility and (iii) pay approximately $6.1 million in fees and other expenses. See “Item 1. — Financial Statements (Unaudited) — Note 7Long-Term Debt” for more information.
Equity offering and redemption of common units. On June 29, 2021, we completed the Equity Offering and received net proceeds of $87.0 million after deducting underwriting discounts and commissions. We used the net proceeds from the Equity Offering to redeem 3,623,188 common units held by Oasis Petroleum for $87.0 million. Following the redemption of common units, Oasis Petroleum owns approximately 70% of our outstanding common units. See “Item 1. — Financial Statements (Unaudited) — Note 10 — Partnership Equity and Distributions” for more information.
Cash flows
Our cash flows for the threesix months ended March 31,June 30, 2021 and 2020 are presented below:
Three Months Ended March 31,
20212020
(In thousands)
Net cash provided by operating activities$39,441 $61,665 
Net cash used in investing activities(887)(31,811)
Net cash used in financing activities(36,543)(10,121)
Increase in cash and cash equivalents$2,011 $19,733 
Six Months Ended June 30,
20212020
(In thousands)
Net cash provided by operating activities$98,058 $113,145 
Net cash used in investing activities(8,725)(46,740)
Net cash used in financing activities(84,769)(43,432)
Increase in cash and cash equivalents$4,564 $22,973 
Cash flows provided by operating activities
Net cash provided by operating activities was $39.4$98.1 million and $61.7$113.1 million for the threesix months ended March 31,June 30, 2021 and 2020, respectively. The $22.2$15.1 million decrease in cash flows from operating activities for the threesix months ended March 31,June 30, 2021, as compared to 2020, was primarily due to net changes in working capital items, offset by higher net income after adjusting for non-cash items.
Working capital. Our working capital is driven by changes in accounts receivable and accounts payable and other factors, such as credit extended to, and the timing of collections from our customers. As of March 31,June 30, 2021, we had a working capital balance of $52.7$36.3 million, and we had $217.7$241.2 million of liquidity available, including $7.2$9.7 million in cash and cash equivalents and $210.5$231.5 million in unused borrowing capacity on ourthe Revolving Credit Facility.
We expect to have adequate liquidity to meet our future working capital requirements; however, extended disruptions in the financial markets and/or energy price volatility that adversely affect our business may have a material adverse effect on our financial position, results of operations or cash flows.
Cash flows used in investing activities
Net cash used in investing activities was $0.9$8.7 million and $31.8$46.7 million for the threesix months ended March 31,June 30, 2021 and 2020, respectively. The $30.9$38.0 million decrease in net cash used in investing activities for the threesix months ended March 31,June 30, 2021, as compared to 2020, was primarily attributable to capital spending in the first quarter of 2020 related to the construction of two additional compressor stations aroundin Wild Basin whichthat were placed into service during the first quarter of 2020.
23

Table of Contents
Cash flows used in financing activities
Net cash used in financing activities was $36.5$84.8 million for the threesix months ended March 31,June 30, 2021 and $10.1$43.4 million for the threesix months ended March 31,June 30, 2020. The $26.4$41.3 million increase in net cash used in financing activities was primarily attributable to the cash distribution of $231.5 million to Oasis Petroleum in connection with the Simplification Transaction and an increase in repaymentnet repayments of outstanding borrowings under the Revolving Credit Facility of $208.0 million, partially offset by net cash proceeds associated withfrom the issuance of the Senior Notes and a reduction in distributions to Oasis Petroleum associated with their retained interests in Bobcat DevCo and Beartooth DevCo.the first quarter of 2021.
Capital expenditures
22

Table of Contents
Our capital expenditures are summarized in the following table for the periods presented:presented (in thousands):
Three Months Ended March 31, 2021
(In thousands)
Capital expendituresGrossNet
Maintenance capital expenditures$302 $174 
Expansion capital expenditures(1)
231,391 231,314 
Total capital expenditures (2)
$231,693 $231,488 

1Q 20212Q 2021Six Months Ended June 30, 2021
Capital expendituresGrossNetGrossNetGrossNet
Maintenance capital expenditures$302 $174 $2,109 $2,109 $2,411 $2,283 
Expansion capital expenditures(1)
231,391 231,314 11,112 11,112 242,503 242,426 
Total capital expenditures$231,693 $231,488 $13,221 $13,221 $244,914 $244,709 
___________________
(1)Includes $231.5 million incurred in the first quarter of 2021 related to the cash distribution to Oasis Petroleum associated with the Simplification Transaction composed of the following: (i) $229.0 million cash component of the purchase price, (ii) $10.1 million upward adjustment to the purchase price related to the expanded project dedication to OMP in South Nesson and (iii) $7.6 million downward adjustment to the purchase price related to activity between the effective date of January 1, 2021 and the close date of March 30, 2021.
Capital expenditures by DevCo are summarized in the following table for the periods presented (in thousands):
 1Q 20212Q 2021Six Months Ended June 30, 2021
DevCoGrossNetGrossNetGrossNet
Bighorn DevCo$120 $120 $474 $474 $594 $594 
Bobcat DevCo486 172 8,982 8,982 9,468 9,154 
Beartooth DevCo(1)
(363)(254)32 32 (331)(222)
Panther DevCo(1)
(59)(59)3,733 3,733 3,674 3,674 
OMP Operating(2)
231,509 231,509 — — 231,509 231,509 
Total capital expenditures$231,693 $231,488 $13,221 $13,221 $244,914 $244,709 
___________________
(1)Negative amounts reflect differences between the estimated capital expenditures accrued in a reporting period and actual capital expenditures recognized in a subsequent reporting period.
(2)Includes $231.5 million related to the cash distribution to Oasis Petroleum associated with the Simplification Transaction composed of the following: (i) $229.0 million cash component of the purchase price, (ii) $10.1 million upward adjustment to the purchase price related to the expanded project dedication to OMP in South Nesson and (iii) $7.6 million downward adjustment to the purchase price related to activity between the effective date of January 1, 2021 and the close date of March 30, 2021.
(2)Capital expenditures reflected in the table above differ from capital expenditures shown in the statements of cash flows in our unaudited condensed consolidated financial statements because amounts reflected in the table above include changes in accrued capital expenditures from the previous reporting period, while amounts presented in the statements of cash flows are presented on a cash basis.

Capital expenditures by DevCo are summarized in the following table for the periods presented:
 Three Months Ended March 31, 2021
 (In thousands)
DevCos
OMP
Ownership(1)
GrossNet
Bighorn DevCo100%$120 $120 
Bobcat DevCo35.3%486 172 
Beartooth DevCo(2)
70%(363)(254)
Panther DevCo(2)
100%(59)(59)
OMP Operating(3)
100%231,509 231,509 
Total(4)
$231,693 $231,488 
___________________
(1)Ownership interest prior to the closing of the Simplification Transaction on March 30, 2021.
(2)Negative amounts reflect differences between the estimated capital expenditures accrued in a reporting period and actual capital expenditures recognized in a subsequent reporting period.
(3)Includes $231.5 million related to the cash distribution to Oasis Petroleum associated with the Simplification Transaction composed of the following: (i) $229.0 million cash component of the purchase price, (ii) $10.1 million upward adjustment to the purchase price related to the expanded project dedication to OMP in South Nesson and (iii) $7.6 million downward adjustment to the purchase price related to activity between the effective date of January 1, 2021 and the close date of March 30, 2021.
(4)Capital expenditures reflected in the table above differ from capital expenditures shown in the statements of cash flows in our unaudited condensed consolidated financial statements because amounts reflected in the table above include changes in accrued capital expenditures from the previous reporting period, while amounts presented in the statements of cash flows are presented on a cash basis.

2021 Revised Capital Program. Our revised 2021 capital program, excluding acquisitions, will accommodate a capital expenditure level of approximately $73.0 million to $78.0 million, which was adjusted upward from the previous range of $53.0 million to $58.0 million which was adjusted downward to reflect $10.1 million ofincremental activity. We expect our 2021 capital program to accommodate maintenance capital expenditures which were settled in the purchase price of the Simplification Transaction. We expect to spend approximately 7% to 8% of EBITDA, forand maintenance capital expenditures in the second half of 2021 of approximately 12% of EBITDA, which is includedreflects maintenance capital associated with a planned turnaround at our gas plant complex in our total capital expenditure program.Wild Basin.
We will continue to evaluate the level of capital spending throughout the year based on the following factors, among others:
23

Table of Contents
pace of our customers’ development;
operating and construction costs;
our ability to achieve material supplier price reductions;
24

Table of Contents
indebtedness levels; and
impact of new laws and regulations on our business practices.
We expect to fund our capital expenditures with cash on hand, cash generated from operating activities and borrowings under ourthe Revolving Credit Facility.
24

Table of Contents
Cash distributions
On MayAugust 3, 2021, the Board of Directors of the General Partner declared the quarterly distribution for the firstsecond quarter of 2021 of $0.55$0.56 per unit. This distribution will be payable on MayAugust 27, 2021 to unitholders of record as of May 17,August 16, 2021.
The boardBoard of directorsDirectors of ourthe General Partner may change our cash distribution policy at any time, and we do not have a legal or contractual obligation to pay cash distributions quarterly or on any other basis or at our minimum quarterly distribution rate.
Non-GAAP Financial Measures
Cash Interest, Adjusted EBITDA, Distributable Cash Flow and Free Cash Flow are supplemental non-GAAP financial measures that are used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. These non-GAAP financial measures should not be considered in isolation or as a substitute for interest expense, net income (loss), operating income (loss), net cash provided by (used in) operating activities or any other measures prepared under GAAP. Because Cash Interest, Adjusted EBITDA, Distributable Cash Flow and Free Cash Flow exclude some but not all items that affect interest expense, net income and net cash provided by operating activities and may vary among companies, the amounts presented may not be comparable to similar metrics of other companies.
Cash Interest
We define Cash Interest as interest expense plus capitalized interest less amortization of deferred financing costs included in interest expense. Cash Interest is not a measure of interest expense as determined by GAAP. Management believes that the presentation of Cash Interest provides useful additional information to investors and analysts for assessing the interest charges incurred on our debt, excluding non-cash amortization, and our ability to maintain compliance with our debt covenants.
The following table presents a reconciliation of the GAAP financial measure of interest expense, net of capitalized interest, to the non-GAAP financial measure of Cash Interest for the periods presented:
 Three Months Ended March 31,
 2021
2020 (1)
(In thousands)
Interest expense, net of capitalized interest$4,061 $30,257 
Capitalized interest— 249 
Amortization of deferred financing costs(1,333)(271)
Cash Interest2,728 30,235 
Less: Cash Interest attributable to non-controlling interests(2)
(3)(3)
Cash Interest attributable to Oasis Midstream Partners LP$2,725 $30,232 
 Three Months Ended June 30,Six Months Ended June 30,
 2021
2020 (1)
2021
2020 (1)
(In thousands)
Interest expense, net of capitalized interest$11,230 $5,186 $15,291 $35,443 
Capitalized interest— 68 — 317 
Amortization of deferred financing costs(472)(271)(1,805)(541)
Cash Interest10,758 4,983 13,486 35,218 
Less: Cash Interest attributable to non-controlling interests(2)
— (3)(3)(6)
Cash Interest attributable to Oasis Midstream Partners LP$10,758 $4,980 $13,483 $35,212 
__________________
(1)For the three and six months ended March 31,June 30, 2020, interest expense, Cash Interest and Cash Interest attributable to Oasis Midstream Partners LP included a specified default interest charge of $25.9 million. This specified default interest charge$2.1 million and $28.0 million, respectively, which was subsequently waived in the fourth quarter of 2020.
(2)Amounts represent Cash Interest attributable to non-controlling interests associated with finance leases prior to the closing of the Simplification Transaction on March 30, 2021.

25

Table of Contents
Adjusted EBITDA
We define Adjusted EBITDA as earnings before interest expense (net of capitalized interest), income taxes, depreciation, amortization, equity-based compensation expenses and other similar non-cash adjustments. We define Adjusted EBITDA attributable to Oasis Midstream Partners LP as Adjusted EBITDA less Adjusted EBITDA attributable to Oasis Petroleum’s retained interests in two of our DevCos. Adjusted EBITDA should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Management believes that the presentation of Adjusted EBITDA provides information useful to investors and analysts for assessing our results of operations, financial performance and our ability to generate cash from our business operations without regard to our financing methods or capital structure coupled with our ability to maintain compliance with our debt covenants.
25

Table of Contents
The GAAP measures most directly comparable to Adjusted EBITDA are net income and net cash provided by operating activities.
Distributable Cash Flow and Free Cash Flow
We define Distributable Cash Flow as Adjusted EBITDA attributable to Oasis Midstream Partners LP less Cash Interest and maintenance capital expenditures attributable to Oasis Midstream Partners LP. We define Free Cash Flow as Distributable Cash Flow less expansion capital expenditures attributable to Oasis Midstream Partners LP less distributions to our unitholders. Distributable Cash Flow and Free Cash Flow should not be considered an alternative to net income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Management believes that the presentation of Distributable Cash Flow and Free Cash Flow provides information useful to investors and analysts for assessing our results of operations, financial performance and our ability to generate cash from our business operations without regard to our financing methods or capital structure, coupled with our ability to make distributions to our unitholders. The GAAP measures most directly comparable to Distributable Cash Flow and Free Cash Flow are net income and net cash provided by operating activities.
26

Table of Contents
The following table presents reconciliations of the GAAP financial measures of net income and net cash provided by operating activities to the non-GAAP financial measure of Adjusted EBITDA, Distributable Cash Flow and Free Cash Flow for the periods presented. No amounts were allocated to non-controlling interests for the three months ended March 31, 2021 since the effective date of the Simplification Transaction was January 1, 2021:
 Three Months Ended March 31,
 20212020
(In thousands)
Net income (loss)$42,926 $(69,359)
Depreciation and amortization8,985 10,197 
Impairment— 101,767 
Equity-based compensation expenses487 66 
Interest expense, net of capitalized interest4,061 30,257 
Adjusted EBITDA56,459 72,928 
Less: Adjusted EBITDA attributable to non-controlling interests20,572 26,538 
Adjusted EBITDA attributable to Oasis Midstream Partners LP35,887 46,390 
Cash interest attributable to Oasis Midstream Partners LP2,725 30,232 
Maintenance capital expenditures attributable to Oasis Midstream Partners LP174 1,433 
Distributable Cash Flow$32,988 $14,725 
Expansion capital expenditures attributable to Oasis Midstream Partners LP231,314 15,566 
LP distributions18,267 18,258 
GP distributions1,027 1,027 
Free Cash Flow$(217,620)$(20,126)
Net cash provided by operating activities$39,441 $61,665 
Interest expense, net of capitalized interest4,061 30,257 
Changes in working capital14,290 (18,723)
Other non-cash adjustments(1,333)(271)
Adjusted EBITDA56,459 72,928 
Less: Adjusted EBITDA attributable to non-controlling interests20,572 26,538 
Adjusted EBITDA attributable to Oasis Midstream Partners LP35,887 46,390 
Cash interest attributable to Oasis Midstream Partners LP2,725 30,232 
Maintenance capital expenditures attributable to Oasis Midstream Partners LP174 1,433 
Distributable Cash Flow$32,988 $14,725 
Expansion capital expenditures attributable to Oasis Midstream Partners LP231,314 15,566 
LP distributions18,267 18,258 
GP distributions1,027 1,027 
Free Cash Flow$(217,620)$(20,126)
 Three Months Ended June 30,Six Months Ended June 30,
 2021202020212020
(In thousands)
Net income (loss)$35,154 $22,670 $78,080 $(46,689)
Depreciation and amortization9,416 11,881 18,401 22,078 
Impairment216 101,983 
Equity-based compensation expenses16 67 503 133 
Interest expense, net of capitalized interest11,230 5,186 15,291 35,443 
Adjusted EBITDA55,818 40,020 112,277 112,948 
Less: Adjusted EBITDA attributable to non-controlling interests— 14,208 20,572 40,746 
Adjusted EBITDA attributable to Oasis Midstream Partners LP55,818 25,812 91,705 72,202 
Cash interest attributable to Oasis Midstream Partners LP10,758 4,980 13,483 35,212 
Maintenance capital expenditures attributable to Oasis Midstream Partners LP2,109 460 2,283 1,893 
Distributable Cash Flow42,951 20,372 75,939 35,097 
Expansion capital expenditures attributable to Oasis Midstream Partners LP11,112 1,748 242,426 17,314 
LP distributions26,745 18,258 45,012 36,516 
GP distributions— 1,027 1,027 2,034 
Free Cash Flow$5,094 $(661)$(212,526)$(20,767)
Net cash provided by operating activities$58,617 $51,479 $98,058 $113,145 
Interest expense, net of capitalized interest11,230 5,186 15,291 35,443 
Changes in working capital(13,571)(16,375)718 (35,099)
Other non-cash adjustments(458)(270)(1,790)(541)
Adjusted EBITDA55,818 40,020 112,277 112,948 
Less: Adjusted EBITDA attributable to non-controlling interests— 14,208 20,572 40,746 
Adjusted EBITDA attributable to Oasis Midstream Partners LP55,818 25,812 91,705 72,202 
Cash interest attributable to Oasis Midstream Partners LP10,758 4,980 13,483 35,212 
Maintenance capital expenditures attributable to Oasis Midstream Partners LP2,109 460 2,283 1,893 
Distributable Cash Flow42,951 20,372 75,939 35,097 
Expansion capital expenditures attributable to Oasis Midstream Partners LP11,112 1,748 242,426 17,314 
LP distributions26,745 18,258 45,012 36,516 
GP distributions— 1,027 1,027 2,034 
Free Cash Flow$5,094 $(661)$(212,526)$(20,767)

Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from those disclosed in our 2020 Annual Report other than as disclosed in Note 2 to our unaudited condensed consolidated financial statements.
27

Table of Contents
Item 3. — Quantitative and Qualitative Disclosures About Market Risk
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
27

Table of Contents
Concentration of customer credit risk. We are dependent on Oasis Petroleum as our most significant customer, and we expect to derive a substantial majority of our revenues from Oasis Petroleum for the foreseeable future. As a result, any event, whether in our dedicated areas or otherwise, that adversely affects Oasis Petroleum’s production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our revenues and cash available for distribution. Further, we are subject to the risk of non-payment or non-performance by Oasis Petroleum. We cannot predict the extent to which Oasis Petroleum’s business would be impacted if conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions would have on Oasis Petroleum’s ability to execute its drilling and development program or to perform under our agreements. Any material non-payment or non-performance by Oasis Petroleum could reduce our ability to make distributions to our unitholders. We did not experience any significant defaults on accounts receivable during the threesix months ended March 31,June 30, 2021.
Commodity price risk. We have limited direct exposure to risks associated with fluctuating commodity prices due to the nature of our business and our long-term, fixed-fee arrangements with Oasis Petroleum. However, to the extent that our future contractual arrangements with Oasis Petroleum or third parties do not provide for fixed-fee structures, we may become subject to commodity price risk. Additionally, as a substantial portion of our revenues are derived from Oasis Petroleum, we will be indirectly subject to risks associated with fluctuating commodity prices to the extent that lower commodity prices adversely affect Oasis Petroleum’s production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows.
Interest rate risk. At March 31,June 30, 2021, we had outstanding $450.0 million of senior unsecured notes at a fixed cash interest rate of 8.00% per annum. At March 31,June 30, 2021 we had $234.0$213.0 million of borrowings outstanding under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable margin (as described below) plus (i) with respect to Eurodollar Loans, the Adjusted LIBO Rate (as defined in the Revolving Credit Facility) or (ii) with respect to ABR Loans (as defined in the Revolving Credit Facility), the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.00% or (c) the Adjusted LIBO Rate for a one-month interest period on such day plus 1.00% (each as defined in the Revolving Credit Facility). The applicable margin for borrowings under the Revolving Credit Facility is based on the Partnership’s most recently tested consolidated total leverage ratio and varies from (a) in the case of Eurodollar Loans, 2.25% to 3.25%, and (b) in the case of ABR Loans or swingline loans, 1.25% to 2.25%. The unused portion of the Revolving Credit Facility is subject to a commitment fee ranging from 0.375% to 0.500%.
At March 31,June 30, 2021, the outstanding borrowings under our Revolving Credit Facility bore interest at the London Interbank Offered Rate plus a 2.50% margin. We do not currently, but may in the future, utilize interest rate derivatives to reduce interest rate exposure in an attempt to reduce interest rate expense related to debt issued under our Revolving Credit Facility. Interest rate derivatives would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt portfolio.
Item 4. — Controls and Procedures
Evaluation of disclosure controls and procedures. As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), our principal executive officer, and our Chief Financial Officer (“CFO”), our principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31,June 30, 2021. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at March 31,June 30, 2021.
Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31,June 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

28

Table of Contents
PART II — OTHER INFORMATION
Item 1. — Legal Proceedings
See “Part I, Item 1. — Financial Statements (Unaudited) — Note 9 — Commitments and Contingencies” which is incorporated herein by reference, for a description of material legal proceedings.
Item 1A. — Risk Factors
Our business faces many risks. Any of the risks discussed elsewhere in this Form 10-Q and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.
For a discussion of our potential risks and uncertainties, see the information in Item 1A. “Risk Factors” in our 2020 Annual Report. There have been no material changes in our risk factors from those described in our 2020 Annual Report and subsequent SEC filings.
29

Table of Contents
Item 5.6. — Exhibits
Exhibit
No.
 Description of Exhibit
Contribution and SimplificationIndemnification Agreement, dated March 22,2021,April 13, 2021, by and between Oasis Midstream Partners LP OMS Holdings LLC, OMP GP LLC, OMP Operating LLC, OMP DevCo Holdings Corp., Beartooth DevCo Holdings Corp., Bobcat DevCo LLC, and for certain limited purposes set forth therein, Oasis Petroleum Inc.Mr. Daniel E. Brown (incorporated herein by reference to Exhibit 2.1 to the form 8-K filed by the Partnership on March 22, 2021).
Second Amended and Restated Agreement of Limited Partnership of Oasis Midstream Partners LP, dated as of March 30, 2021 (incorporated herein by reference to Exhibit 3.199.2 to the form 8-K filed by the Partnership on April 1,19, 2021).
Second Amended and Restated Limited Liability Company Agreement of OMP GP LLC, dated as of March 30, 2021 (incorporated herein by reference to Exhibit 3.2 to the form 8-K filed by the Partnership on April 1, 2021).
Indenture, dated as of March 30, 2021, by and among Oasis Midstream Partners LP, as issuer, OMP Finance Corp., as co-issuer, OMP Operating LLC, OMP DevCo Holdings Corp., Beartooth DevCo LLC, Bighorn DevCo LLC, Bobcat DevCo LLC, and Panther DevCo LLC, as guarantors, and Regions Bank, an Alabama banking corporation, as trustee (incorporated herein by reference to Exhibit 4.1 to the form 8-K filed by the Partnership on April 1, 2021).
Fourth Amendment to Credit Agreement, dated March 22, 2021, by and among Oasis Midstream Partners LP, as parent, OMP Operating LLC, as borrower, Bighorn DevCo LLC, a Delaware limited liability company, as a guarantor, Panther DevCo LLC, a Delaware limited liability company, as a guarantor, Wells Fargo Bank, N.A., as administrative agent and lender, and the lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the form 8-K filed by the Partnership on March 22, 2021).
Purchase Agreement, dated as of March 26, 2021, among Oasis Midstream Partners LP, OMP Finance Corp, as co-issuer, OMP Operating LLC, OMP DevCo Holdings Corp., Beartooth DevCo LLC, Bighorn DevCo LLC, Bobcat DevCo LLC, and Panther DevCo LLC, as guarantors, and Citigroup Capital Markets LLC, as representative of the several initial purchasers (incorporated herein by reference to Exhibit 10.1 to the form 8-K filed by the Partnership on April 1, 2021).
Form of Supplement to Incentive Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to the form 8-K filed by the Partnership on April 1, 2021).
Third Amended and Restated Limited Liability Company Agreement of Bobcat DevCo LLC, dated as of March 30, 2021 and effective as of January 1, 2021, by and between OMP Operating LLC, a Delaware limited liability company, and OMP DevCo Holdings Corp., a Delaware corporation.
Third Amended and Restated Limited Liability Company Agreement of Beartooth DevCo LLC, dated as of March 30, 2021 and effective as of January 1, 2021, by and between OMP Operating LLC, a Delaware limited liability company, and OMP DevCo Holdings Corp., a Delaware corporation.
List of Subsidiaries of Oasis Midstream Partners LP.
Sarbanes-Oxley Section 302 certification of Principal Executive Officer.
Sarbanes-Oxley Section 302 certification of Principal Financial Officer.
Sarbanes-Oxley Section 906 certification of Principal Executive Officer.
Sarbanes-Oxley Section 906 certification of Principal Financial Officer.
101.INS(a)XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH(a) XBRL Schema Document.
101.CAL(a) XBRL Calculation Linkbase Document.
101.DEF(a) XBRL Definition Linkbase Document.
101.LAB(a) XBRL Labels Linkbase Document.
101.PRE(a) XBRL Presentation Linkbase Document.
104(a)Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
30

Table of Contents
___________________
(a)     Filed herewith.
(b)     Furnished herewith.
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Partnership undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.Management contract or compensatory plan or arrangement.


3130

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   OASIS MIDSTREAM PARTNERS LP
By: OMP GP LLC, its general partner
Date:May 6,August 5, 2021 By: /s/ Taylor L. Reid
   Taylor L. Reid
   Chief Executive Officer and Director
(Principal Executive Officer)

 By: /s/ Richard N. Robuck
   Richard N. Robuck
   Senior Vice President and Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)

3231