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Texas
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001-35410
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27-4662601
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5400 LBJ Freeway, Suite 1500, Dallas, Texas
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75240
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.02
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Results of Operations and Financial Condition.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
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Item 7.01
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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10.1
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Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2017, by and among MRC Energy Company, as Borrower, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent.
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99.1
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Press Release, dated May 3, 2017.
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MATADOR RESOURCES COMPANY
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Date: May 4, 2017
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By:
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/s/ Craig N. Adams
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Name:
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Craig N. Adams
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Title:
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Executive Vice President
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Exhibit No.
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Description of Exhibit
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10.1
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Tenth Amendment to Third Amended and Restated Credit Agreement, dated as of April 28, 2017, by and among MRC Energy Company, as Borrower, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent.
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99.1
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Press Release, dated May 3, 2017.
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BORROWER:
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MRC ENERGY COMPANY,
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as Borrower
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By:
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/s/ David E. Lancaster
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Name:
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David E. Lancaster
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Title:
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Executive Vice President
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ROYAL BANK OF CANADA,
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as Administrative Agent
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By:
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/s/ Rodica Dutka
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Name:
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Rodica Dutka
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Title:
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Manager, Agency
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ROYAL BANK OF CANADA,
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as a Lender and as an Issuing Lender
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By:
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/s/ Don J. McKinnerney
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Name:
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Don J. McKinnerney
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Title:
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Authorized Signatory
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BANK OF AMERICA, N.A.,
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as a Lender
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By:
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/s/ Raza Jafferi
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Name:
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Raza Jafferi
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Title:
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Vice President
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COMERICA BANK,
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as a Lender and as an Issuing Lender
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By:
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/s/ John S. Lesikar
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Name:
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John S. Lesikar
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Title:
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Senior Vice President
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SUNTRUST BANK,
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as a Lender
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By:
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/s/ Yann Pirio
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Name:
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Yann Pirio
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Title:
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Managing Director
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THE BANK OF NOVA SCOTIA,
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as a Lender
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By:
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/s/ Alan Dawson
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Name:
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Alan Dawson
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Title:
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Managing Director
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BMO HARRIS FINANCING, INC.,
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as a Lender
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By:
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/s/ Matthew Davis
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Name:
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Matthew Davis
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Title:
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Vice President
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WELLS FARGO BANK, N.A.,
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as a Lender
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By:
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/s/ Tom K. Martin
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Name:
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Tom K. Martin
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Title:
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Director
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IBERIABANK,
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as a Lender
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By:
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/s/ Tyler S. Thoem
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Name:
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Tyler S. Thoem
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Title:
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Senior Vice President
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GUARANTORS:
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MATADOR RESOURCES COMPANY
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MRC ENERGY SOUTHEAST COMPANY, LLC
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MRC ENERGY SOUTH TEXAS COMPANY, LLC
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MRC PERMIAN COMPANY
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MRC ROCKIES COMPANY
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MATADOR PRODUCTION COMPANY
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LONGWOOD GATHERING AND DISPOSAL SYSTEMS GP, INC.
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DELAWARE WATER MANAGEMENT COMPANY, LLC
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LONGWOOD MIDSTREAM DELAWARE, LLC
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LONGWOOD MIDSTREAM HOLDINGS, LLC
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LONGWOOD MIDSTREAM SOUTHEAST, LLC
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LONGWOOD MIDSTREAM SOUTH TEXAS, LLC
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SOUTHEAST WATER MANAGEMENT COMPANY, LLC
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MRC DELAWARE RESOURCES, LLC
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MRC PERMIAN LKE COMPANY, LLC
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By:
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Name:
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David E. Lancaster
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Title:
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Executive Vice President
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LONGWOOD GATHERING AND DISPOSAL SYSTEMS, LP
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By:
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Longwood Gathering and Disposal Systems GP, Inc., its General Partner
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By:
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Name:
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David E. Lancaster
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Title:
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Executive Vice President
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•
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Matador reported net income attributable to Matador Resources Company shareholders (GAAP basis) of
$44.0 million
, or earnings of
$0.44
per diluted common share, in the first quarter of 2017, a decrease of 58% sequentially, as compared to net income attributable to Matador Resources Company shareholders (GAAP basis) of
$104.2 million
, or earnings of
$1.09
per diluted common share, in the
fourth quarter
of
2016
. Virtually all of the net income (GAAP basis) reported for the fourth quarter of 2016 was attributable to recognizing the remaining deferred gain of $104.1 million from Matador’s October 2015 sale of its natural gas processing plant in Loving County, Texas.
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•
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Matador’s adjusted net income attributable to Matador Resources Company shareholders, a non-GAAP financial measure, increased 142% sequentially from $7.2 million, or adjusted earnings of $0.08 per diluted common share, in the fourth quarter of 2016 to $17.4 million, or adjusted earnings of $0.17 per diluted common share, in the first quarter of 2017.
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•
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Adjusted earnings before interest expense, income taxes, depletion, depreciation and amortization and certain other items (“Adjusted EBITDA”) attributable to Matador Resources Company shareholders, a non-GAAP financial measure, increased 28% sequentially from
$54.5 million
in the fourth quarter of 2016 to $70.0 million in the first quarter of 2017.
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•
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Average daily oil production increased 17% sequentially from approximately 15,700 barrels per day in the fourth quarter of 2016 to approximately 18,300 barrels per day in the first quarter of 2017.
Matador’s first quarter 2017 average daily oil production was the best quarterly result in the Company’s history.
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•
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Average daily natural gas production increased 3% sequentially from approximately 85.5 million cubic feet per day in the fourth quarter of 2016 to approximately 88.1 million cubic feet per day in the first quarter of 2017.
Matador’s first quarter 2017 average daily natural gas production was the best quarterly result in the Company’s history.
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•
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Average daily oil equivalent production increased 10% sequentially from approximately 30,000 BOE per day (52% oil) in the fourth quarter of 2016 to approximately 33,000 BOE per day (56% oil) in the first quarter of 2017.
Matador’s first quarter 2017 average daily oil equivalent production was the best quarterly result in the Company’s history.
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•
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Delaware Basin average daily oil equivalent production increased 19% sequentially from approximately 20,700 BOE per day (consisting of 12,800 barrels of oil per day and 47.0 million cubic feet of natural gas per day) in the fourth quarter of 2016 to approximately 24,500 BOE per day (consisting of 15,700 barrels of oil per day and
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•
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On a year-over-year basis, Matador’s net income attributable to Matador Resources Company shareholders (GAAP basis) of $44.0 million, or earnings of $0.44 per diluted common share, in the first quarter of 2017 increased from a net loss attributable to Matador Resources Company shareholders (GAAP basis) of $107.7 million, or a loss of $1.26 per diluted common share, in the first quarter of 2016. Matador’s adjusted net income attributable to Matador Resources Company shareholders, a non-GAAP financial measure, of $17.4 million, or adjusted earnings of $0.17 per diluted common share, in the first quarter of 2017 increased from an adjusted net loss attributable to Matador Resources Company shareholders (non-GAAP) of $13.9 million, or an adjusted loss of $0.16 per diluted common share, in the first quarter of 2016.
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•
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Matador’s Adjusted EBITDA attributable to Matador Resources Company shareholders, a non-GAAP financial measure, increased 307% year-over-year from $17.2 million in the first quarter of 2016 to $70.0 million in the first quarter of 2017.
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•
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Year-over-year, from the first quarter of 2016 to the first quarter of 2017:
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•
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Average daily oil production increased 60% from approximately 11,500 barrels per day to approximately 18,300 barrels per day;
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•
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Average daily natural gas production increased 19% from approximately 74.2 million cubic feet per day to approximately 88.1 million cubic feet per day; and
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•
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Average daily oil equivalent production increased 38% from approximately 23,800 BOE per day to approximately 33,000 BOE per day.
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•
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Matador’s total proved oil and natural gas reserves increased 11% sequentially from 105.8 million BOE (consisting of 57.0 million barrels of oil and 292.6 billion cubic feet of natural gas) at December 31, 2016 to 117.1 million BOE (consisting of 62.9 million barrels of oil and 325.3 billion cubic feet of natural gas) at March 31, 2017.
Oil, natural gas and total proved reserves at March 31, 2017 were all-time highs for Matador.
At March 31, 2017, approximately 54% of Matador’s total proved oil and natural gas reserves were oil and approximately 43% were proved developed reserves.
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•
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Matador acquired approximately 13,900 gross (8,200 net) acres in the first quarter of 2017, including production of approximately 1,000 BOE per day, for an average acreage cost of approximately $9,000 per acre. This acreage was acquired primarily in our Rustler Breaks and Antelope Ridge asset areas in Lea and Eddy Counties, New Mexico.
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•
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Early in the second quarter of 2017, Matador acquired approximately 2,000 gross (1,300 net) additional acres in and around its various asset areas, also for an acreage cost of approximately $9,000 per acre, bringing Matador’s total acreage position in the Delaware Basin to approximately 102,300 net acres at May 3, 2017.
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Three Months Ended
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||||||||||
March 31, 2017
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December 31, 2016
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March 31, 2016
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|||||||
Net Production Volumes:
(1)
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Oil (MBbl)
(2)
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1,649
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1,446
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1,044
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Natural gas (Bcf)
(3)
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7.9
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7.9
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6.8
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Total oil equivalent (MBOE)
(4)
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2,970
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2,757
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2,170
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Average Daily Production Volumes:
(1)
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||||||
Oil (Bbl/d)
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18,323
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15,720
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11,473
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Natural gas (MMcf/d)
(5)
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88.1
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85.5
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74.2
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Total oil equivalent (BOE/d)
(6)
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32,999
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29,965
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23,846
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|
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Average Sales Prices:
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|
||||||
Oil, without realized derivatives (per Bbl)
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$
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50.72
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$
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47.34
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$
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28.89
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Oil, with realized derivatives (per Bbl)
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$
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49.73
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$
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46.65
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$
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34.12
|
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Natural gas, without realized derivatives (per Mcf)
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$
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3.94
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$
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3.35
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$
|
2.04
|
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Natural gas, with realized derivatives (per Mcf)
|
$
|
3.86
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|
$
|
3.34
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$
|
2.27
|
|
|
Revenues (millions):
|
|
|
|
|
|
|
||||||
Oil and natural gas revenues
|
$
|
114.8
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$
|
94.8
|
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$
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43.9
|
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|
Third-party midstream services revenues
|
$
|
1.6
|
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|
$
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2.3
|
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|
$
|
0.5
|
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(14)
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Realized (loss) gain on derivatives
|
$
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(2.2
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)
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$
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(1.1
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)
|
|
$
|
7.1
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|
|
Operating Expenses (per BOE):
|
|
|
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|
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|
||||||
Production taxes, transportation and processing
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$
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3.98
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$
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4.43
|
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|
$
|
3.64
|
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Lease operating
|
$
|
5.31
|
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$
|
5.41
|
|
|
$
|
6.69
|
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(15)
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Plant and other midstream services operating
|
$
|
0.79
|
|
|
$
|
0.67
|
|
|
$
|
0.47
|
|
|
Depletion, depreciation and amortization
|
$
|
11.45
|
|
|
$
|
11.56
|
|
|
$
|
13.33
|
|
|
General and administrative
(7)
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$
|
5.50
|
|
|
$
|
5.65
|
|
|
$
|
6.07
|
|
|
Total
(8)
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$
|
27.03
|
|
|
$
|
27.72
|
|
|
$
|
30.20
|
|
|
Net income (loss) (millions)
(9)
|
$
|
44.0
|
|
|
$
|
104.2
|
|
(13)
|
$
|
(107.7
|
)
|
|
Earnings (loss) per common share (diluted)
(9)
|
$
|
0.44
|
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$
|
1.09
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$
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(1.26
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)
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Adjusted net income (loss) (millions)
(9)(10)
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$
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17.4
|
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$
|
7.2
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$
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(13.9
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)
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Adjusted earnings (loss) per common share (diluted)
(9)(11)
|
$
|
0.17
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$
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0.08
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$
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(0.16
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)
|
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Adjusted EBITDA (millions)
(9)(12)
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$
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70.0
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$
|
54.5
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$
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17.2
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March 31,
2017 |
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December 31,
2016 |
|
March 31,
2016 |
|
||||||
Estimated proved reserves:
(1)(2)
|
|
|
|
|
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|
||||||
Oil (MBbl)
(3)
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62,922
|
|
|
56,977
|
|
|
50,718
|
|
|
|||
Natural Gas (Bcf)
(4)
|
325.3
|
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|
292.6
|
|
|
236.7
|
|
|
|||
Total (MBOE)
(5)
|
117,134
|
|
|
105,752
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|
|
90,168
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|
|
|||
Estimated proved developed reserves:
|
|
|
|
|
|
|
||||||
Oil (MBbl)
(3)
|
26,243
|
|
|
22,604
|
|
|
16,818
|
|
|
|||
Natural Gas (Bcf)
(4)
|
145.4
|
|
|
126.8
|
|
|
96.9
|
|
|
|||
Total (MBOE)
(5)
|
50,478
|
|
|
43,731
|
|
|
32,968
|
|
|
|||
Percent developed
|
43.1
|
%
|
|
41.4
|
%
|
|
36.6
|
%
|
|
|||
Estimated proved undeveloped reserves:
|
|
|
|
|
|
|
||||||
Oil (MBbl)
(3)
|
36,679
|
|
|
34,373
|
|
|
33,900
|
|
|
|||
Natural Gas (Bcf)
(4)
|
179.9
|
|
|
165.9
|
|
|
139.8
|
|
|
|||
Total (MBOE)
(5)
|
66,656
|
|
|
62,021
|
|
|
57,200
|
|
|
|||
Standardized Measure (in millions)
|
$
|
810.2
|
|
|
$
|
575.0
|
|
|
$
|
495.6
|
|
|
PV-10
(6)
(in millions)
|
$
|
857.2
|
|
|
$
|
581.5
|
|
|
$
|
501.9
|
|
|
(1)
|
Numbers in table may not total due to rounding.
|
(2)
|
Matador’s estimated proved reserves, Standardized Measure and PV-10 were determined using index prices for oil and natural gas, without giving effect to derivative transactions, and were held constant throughout the life of the properties. The unweighted arithmetic averages of the first-day-of-the-month prices for the period from April 2016 through March 2017 were
$44.10
per Bbl for oil and
$2.73
per MMBtu for natural gas, for the period from January 2016 through December 2016 were
$39.25
per Bbl for oil and
$2.48
per MMBtu for natural gas and for the period from April 2015 through March 2016 were
$42.77
per Bbl for oil and
$2.40
per MMBtu for natural gas. These prices were adjusted by property for quality, energy content, regional price differentials, transportation fees, marketing deductions and other factors affecting the price received at the wellhead. Matador reports its proved reserves in two streams, oil and natural gas, and the economic value of the natural gas liquids associated with the natural gas is included in the estimated wellhead natural gas price on those properties where the natural gas liquids are extracted and sold.
|
(3)
|
One thousand barrels of oil.
|
(4)
|
One billion cubic feet of natural gas.
|
(5)
|
One thousand barrels of oil equivalent, estimated using a conversion ratio of one barrel of oil per six thousand cubic feet of natural gas.
|
(6)
|
PV-10 is a non-GAAP financial measure. For a reconciliation of PV-10 (non-GAAP) to Standardized Measure (GAAP), please see “Supplemental Non-GAAP Financial Measures” below.
|
|
|
Initial Potential
|
|
||||||||||
|
|
Oil
|
|
Gas
|
|
BOE
|
|
% Oil
|
|
FCP
(1)
|
|
Choke
|
|
Well
|
Interval
|
(Bbl/d)
|
|
(Mcf/d)
|
|
(BOE/d)
|
|
|
|
(psi)
|
|
(inch)
|
|
Paul 25-24S-28E RB #121H
|
Second Bone Spring
|
779
|
|
904
|
|
930
|
|
84%
|
|
900
|
|
32/64”
|
|
Tom Walters 12-23S-27E RB #203H
|
Wolfcamp A-XY
|
1,145
|
|
2,454
|
|
1,554
|
|
74%
|
|
1,889
|
|
34/64”
|
|
Rustler Breaks 12-24S-27E #204H
|
Wolfcamp A-XY
|
908
|
|
1,522
|
|
1,162
|
|
78%
|
|
1,664
|
|
34/64”
|
|
Jim Tom Lontos 30-23S-28E RB #221H
|
Wolfcamp B-Middle
|
354
|
|
4,555
|
|
1,113
|
|
32%
|
|
2,410
|
|
36/64”
|
|
Brantley State 13-24S-27E RB #221H
|
Wolfcamp B-Blair
|
494
|
|
4,468
|
|
1,239
|
|
40%
|
|
2,948
|
|
36/64”
|
|
Jimmy Kone 05-24S-28E RB #223H
|
Wolfcamp B-Blair
|
582
|
|
8,704
|
|
2,033
|
|
29%
|
|
2,900
|
|
34/64”
|
|
Jimmy Kone 05-24S-28E RB #226H
|
Wolfcamp B-Blair
|
561
|
|
10,143
|
|
2,252
|
|
25%
|
|
3,250
|
|
34/64”
|
|
(1) Flowing casing pressure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Potential
|
|
||||||||||
|
|
Oil
|
|
Gas
|
|
BOE
|
|
% Oil
|
|
FCP
(1)
|
|
Choke
|
|
Well
|
Interval
|
(Bbl/d)
|
|
(Mcf/d)
|
|
(BOE/d)
|
|
|
|
(psi)
|
|
(inch)
|
|
Barnett 90-TTT-B01 WF #124H
|
Second Bone Spring
|
733
|
|
2,122
|
|
1,087
|
|
67%
|
|
1,375
|
|
38/64”
|
|
Totum E 18-TTT-C24 NL #211H
|
Wolfcamp A-Lower
|
1,610
|
|
3,824
|
|
2,247
|
|
72%
|
|
3,564
|
|
28/64”
|
|
(1) Flowing casing pressure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Potential
|
|
||||||||||
|
|
Oil
|
|
Gas
|
|
BOE
|
|
% Oil
|
|
FCP
(1)
|
|
Choke
|
|
Well
|
Interval
|
(Bbl/d)
|
|
(Mcf/d)
|
|
(BOE/d)
|
|
|
|
(psi)
|
|
(inch)
|
|
Eland 32-18S-33E RN State Com #123H
|
Second Bone Spring
|
579
|
|
291
|
|
628
|
|
92%
|
|
On ESP
|
|
N/A
|
|
Eland 32-18S-33E RN State Com #124H
|
Second Bone Spring
|
618
|
|
364
|
|
679
|
|
91%
|
|
On ESP
|
|
N/A
|
|
Cimarron 16-19S-34E RN State Com #133H
|
Third Bone Spring
|
846
|
|
449
|
|
920
|
|
92%
|
|
On ESP
|
|
N/A
|
|
Airstrip 31-18S-35E RN State Com #201H
|
Wolfcamp A-Lower
|
889
|
|
223
|
|
926
|
|
97%
|
|
On ESP
|
|
N/A
|
|
(1) Flowing casing pressure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matador’s Permian Basin Acreage at May 3, 2017 (approximate):
|
|
|
||||||
|
|
|
|
|
||||
Asset Area
|
|
Gross Acres
|
|
Net Acres
|
||||
Ranger (Lea County, NM)
|
|
|
26,400
|
|
|
|
16,600
|
|
Arrowhead (Eddy County, NM)
|
|
50,900
|
|
|
18,700
|
|
||
Rustler Breaks (Eddy County, NM)
|
|
31,900
|
|
|
18,100
|
|
||
Antelope Ridge (Lea County, NM)
|
|
11,600
|
|
|
8,600
|
|
||
Wolf and Jackson Trust (Loving County, TX)
|
|
13,500
|
|
|
8,400
|
|
||
Twin Lakes (Lea County, NM)
|
|
42,900
|
|
|
30,800
|
|
||
Other
|
|
1,400
|
|
|
1,100
|
|
||
Total
|
|
178,600
|
|
|
102,300
|
|
•
|
Approximately 3.3 million barrels of oil at a weighted average floor price of $45 per barrel and a weighted average ceiling price of $56 per barrel.
|
•
|
Approximately 16.7 billion cubic feet of natural gas at a weighted average floor price of $2.51 per MMBtu and a weighted average ceiling price of $3.60 per MMBtu.
|
•
|
Approximately 1.9 million barrels of oil at a weighted average floor price of $44 per barrel and a weighted average ceiling price of $63 per barrel.
|
•
|
Approximately 16.8 billion cubic feet of natural gas at a weighted average floor price of $2.58 per MMBtu and a weighted average ceiling price of $3.67 per MMBtu.
|
(In thousands, except par value and share data)
|
March 31,
2017 |
|
December 31,
2016 |
|
|||||
|
ASSETS
|
|
|
|
|
||||
|
Current assets
|
|
|
|
|
||||
|
Cash
|
$
|
209,705
|
|
|
$
|
212,884
|
|
|
|
Restricted cash
|
14,604
|
|
|
1,258
|
|
|
||
|
Accounts receivable
|
|
|
|
|
||||
|
Oil and natural gas revenues
|
40,423
|
|
|
34,154
|
|
|
||
|
Joint interest billings
|
27,945
|
|
|
19,347
|
|
|
||
|
Other
|
7,077
|
|
|
5,167
|
|
|
||
|
Derivative instruments
|
1,715
|
|
|
—
|
|
|
||
|
Lease and well equipment inventory
|
2,929
|
|
|
3,045
|
|
|
||
|
Prepaid expenses and other assets
|
5,578
|
|
|
3,327
|
|
|
||
|
Total current assets
|
309,976
|
|
|
279,182
|
|
|
||
|
Property and equipment, at cost
|
|
|
|
|
||||
|
Oil and natural gas properties, full-cost method
|
|
|
|
|
||||
|
Evaluated
|
2,531,559
|
|
|
2,408,305
|
|
|
||
|
Unproved and unevaluated
|
564,813
|
|
|
479,736
|
|
|
||
|
Other property and equipment
|
175,139
|
|
|
160,795
|
|
|
||
|
Less accumulated depletion, depreciation and amortization
|
(1,898,296
|
)
|
|
(1,864,311
|
)
|
|
||
|
Net property and equipment
|
1,373,215
|
|
|
1,184,525
|
|
|
||
|
Other assets
|
|
|
|
|
||||
|
Derivative instruments
|
2,283
|
|
|
—
|
|
|
||
|
Other assets
|
919
|
|
|
958
|
|
|
||
|
Total other assets
|
3,202
|
|
|
958
|
|
|
||
|
Total assets
|
$
|
1,686,393
|
|
|
$
|
1,464,665
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
|
Current liabilities
|
|
|
|
|
||||
|
Accounts payable
|
$
|
5,266
|
|
|
$
|
4,674
|
|
|
|
Accrued liabilities
|
111,492
|
|
|
101,460
|
|
|
||
|
Royalties payable
|
30,972
|
|
|
23,988
|
|
|
||
|
Amounts due to affiliates
|
2,515
|
|
|
8,651
|
|
|
||
|
Derivative instruments
|
8,321
|
|
|
24,203
|
|
|
||
|
Advances from joint interest owners
|
2,956
|
|
|
1,700
|
|
|
||
|
Amounts due to joint ventures
|
5,162
|
|
|
4,251
|
|
|
||
|
Other current liabilities
|
621
|
|
|
578
|
|
|
||
|
Total current liabilities
|
167,305
|
|
|
169,505
|
|
|
||
|
Long-term liabilities
|
|
|
|
|
||||
|
Senior unsecured notes payable
|
573,968
|
|
|
573,924
|
|
|
||
|
Asset retirement obligations
|
21,482
|
|
|
19,725
|
|
|
||
|
Derivative instruments
|
—
|
|
|
751
|
|
|
||
|
Amounts due to joint ventures
|
860
|
|
|
1,771
|
|
|
||
|
Other long-term liabilities
|
7,282
|
|
|
7,544
|
|
|
||
|
Total long-term liabilities
|
603,592
|
|
|
603,715
|
|
|
||
|
Shareholders’ equity
|
|
|
|
|
||||
|
Common stock - $0.01 par value, 120,000,000 shares authorized; 100,203,648 and 99,518,764 shares issued; and 100,135,608 and 99,511,931 shares outstanding, respectively
|
1,002
|
|
|
995
|
|
|
||
|
Additional paid-in capital
|
1,444,263
|
|
|
1,325,481
|
|
|
||
|
Accumulated deficit
|
(592,367
|
)
|
|
(636,351
|
)
|
|
||
|
Treasury stock, at cost, 68,040 and 6,833 shares, respectively
|
(633
|
)
|
|
—
|
|
|
||
|
Total Matador Resources Company shareholders’ equity
|
852,265
|
|
|
690,125
|
|
|
||
|
Non-controlling interest in subsidiaries
|
63,231
|
|
|
1,320
|
|
|
||
|
Total shareholders’ equity
|
915,496
|
|
|
691,445
|
|
|
||
|
Total liabilities and shareholders’ equity
|
$
|
1,686,393
|
|
|
$
|
1,464,665
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
Three Months Ended
March 31, |
|
|||||||
|
|
2017
|
|
2016
|
|
||||
|
Revenues
|
|
|
|
|
||||
|
Oil and natural gas revenues
|
$
|
114,847
|
|
|
$
|
43,926
|
|
|
|
Third-party midstream services revenues
|
1,555
|
|
|
473
|
|
|
||
|
Realized (loss) gain on derivatives
|
(2,219
|
)
|
|
7,063
|
|
|
||
|
Unrealized gain (loss) on derivatives
|
20,631
|
|
|
(6,839
|
)
|
|
||
|
Total revenues
|
134,814
|
|
|
44,623
|
|
|
||
|
Expenses
|
|
|
|
|
||||
|
Production taxes, transportation and processing
|
11,807
|
|
|
7,902
|
|
|
||
|
Lease operating
|
15,758
|
|
|
14,511
|
|
|
||
|
Plant and other midstream services operating
|
2,341
|
|
|
1,027
|
|
|
||
|
Depletion, depreciation and amortization
|
33,992
|
|
|
28,923
|
|
|
||
|
Accretion of asset retirement obligations
|
300
|
|
|
264
|
|
|
||
|
Full-cost ceiling impairment
|
—
|
|
|
80,462
|
|
|
||
|
General and administrative
|
16,338
|
|
|
13,163
|
|
|
||
|
Total expenses
|
80,536
|
|
|
146,252
|
|
|
||
|
Operating income (loss)
|
54,278
|
|
|
(101,629
|
)
|
|
||
|
Other income (expense)
|
|
|
|
|
||||
|
Net gain on asset sales and inventory impairment
|
7
|
|
|
1,065
|
|
|
||
|
Interest expense
|
(8,455
|
)
|
|
(7,197
|
)
|
|
||
|
Other income
|
70
|
|
|
94
|
|
|
||
|
Total other expense
|
(8,378
|
)
|
|
(6,038
|
)
|
|
||
|
Net income (loss)
|
45,900
|
|
|
(107,667
|
)
|
|
||
|
Net (income) loss attributable to non-controlling interest in subsidiaries
|
(1,916
|
)
|
|
13
|
|
|
||
|
Net income (loss) attributable to Matador Resources Company shareholders
|
$
|
43,984
|
|
|
$
|
(107,654
|
)
|
|
|
Earnings (loss) per common share
|
|
|
|
|
||||
|
Basic
|
$
|
0.44
|
|
|
$
|
(1.26
|
)
|
|
|
Diluted
|
$
|
0.44
|
|
|
$
|
(1.26
|
)
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
||||
|
Basic
|
99,799
|
|
|
85,305
|
|
|
||
|
Diluted
|
100,298
|
|
|
85,305
|
|
|
||
|
|
|
|
|
|
(In thousands)
|
Three Months Ended
March 31, |
|
|||||||
|
|
2017
|
|
2016
|
|
||||
|
Operating activities
|
|
|
|
|
||||
|
Net income (loss)
|
$
|
45,900
|
|
|
$
|
(107,667
|
)
|
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
||||
|
Unrealized (gain) loss on derivatives
|
(20,631
|
)
|
|
6,839
|
|
|
||
|
Depletion, depreciation and amortization
|
33,992
|
|
|
28,923
|
|
|
||
|
Accretion of asset retirement obligations
|
300
|
|
|
264
|
|
|
||
|
Full-cost ceiling impairment
|
—
|
|
|
80,462
|
|
|
||
|
Stock-based compensation expense
|
4,166
|
|
|
2,243
|
|
|
||
|
Amortization of debt issuance cost
|
44
|
|
|
300
|
|
|
||
|
Net gain on asset sales and inventory impairment
|
(7
|
)
|
|
(1,065
|
)
|
|
||
|
Changes in operating assets and liabilities
|
|
|
|
|
||||
|
Accounts receivable
|
(16,777
|
)
|
|
7,307
|
|
|
||
|
Lease and well equipment inventory
|
147
|
|
|
150
|
|
|
||
|
Prepaid expenses
|
(2,251
|
)
|
|
(47
|
)
|
|
||
|
Other assets
|
39
|
|
|
97
|
|
|
||
|
Accounts payable, accrued liabilities and other current liabilities
|
8,256
|
|
|
2,591
|
|
|
||
|
Royalties payable
|
6,984
|
|
|
(3,975
|
)
|
|
||
|
Advances from joint interest owners
|
1,255
|
|
|
2,524
|
|
|
||
|
Income taxes payable
|
—
|
|
|
(2,463
|
)
|
|
||
|
Other long-term liabilities
|
(108
|
)
|
|
1,875
|
|
|
||
|
Net cash provided by operating activities
|
61,309
|
|
|
18,358
|
|
|
||
|
Investing activities
|
|
|
|
|
||||
|
Oil and natural gas properties capital expenditures
|
(204,457
|
)
|
|
(74,370
|
)
|
|
||
|
Expenditures for other property and equipment
|
(20,867
|
)
|
|
(27,409
|
)
|
|
||
|
Proceeds from sale of assets
|
350
|
|
|
—
|
|
|
||
|
Restricted cash
|
—
|
|
|
43,337
|
|
|
||
|
Restricted cash in less-than-wholly-owned subsidiaries
|
(13,346
|
)
|
|
510
|
|
|
||
|
Net cash used in investing activities
|
(238,320
|
)
|
|
(57,932
|
)
|
|
||
|
Financing activities
|
|
|
|
|
||||
|
Proceeds from issuance of common stock
|
—
|
|
|
142,350
|
|
|
||
|
Cost to issue equity
|
—
|
|
|
(614
|
)
|
|
||
|
Proceeds from stock options exercised
|
1,981
|
|
|
—
|
|
|
||
|
Contributions related to formation of Joint Venture
|
171,500
|
|
|
—
|
|
|
||
|
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
4,900
|
|
|
—
|
|
|
||
|
Taxes paid related to net share settlement of stock-based compensation
|
(1,896
|
)
|
|
(565
|
)
|
|
||
|
Purchase of non-controlling interest of less-than-wholly-owned subsidiary
|
(2,653
|
)
|
|
—
|
|
|
||
|
Net cash provided by financing activities
|
173,832
|
|
|
141,171
|
|
|
||
|
(Decrease) increase in cash
|
(3,179
|
)
|
|
101,597
|
|
|
||
|
Cash at beginning of period
|
212,884
|
|
|
16,732
|
|
|
||
|
Cash at end of period
|
$
|
209,705
|
|
|
$
|
118,329
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
||||||||||||
(In thousands)
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
|
December 31, 2016
|
|
||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Income (Loss):
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Matador Resources Company shareholders
|
$
|
43,984
|
|
|
$
|
104,154
|
|
|
$
|
(107,654
|
)
|
|
$
|
(97,421
|
)
|
|
Net income (loss) attributable to non-controlling interest in subsidiaries
|
1,916
|
|
|
155
|
|
|
(13
|
)
|
|
364
|
|
|
||||
Net income (loss)
|
45,900
|
|
|
104,309
|
|
|
(107,667
|
)
|
|
(97,057
|
)
|
|
||||
Interest expense
|
8,455
|
|
|
7,955
|
|
|
7,197
|
|
|
28,199
|
|
|
||||
Total income tax provision (benefit)
|
—
|
|
|
105
|
|
|
—
|
|
|
(1,036
|
)
|
|
||||
Depletion, depreciation and amortization
|
33,992
|
|
|
31,863
|
|
|
28,923
|
|
|
122,048
|
|
|
||||
Accretion of asset retirement obligations
|
300
|
|
|
354
|
|
|
264
|
|
|
1,182
|
|
|
||||
Full-cost ceiling impairment
|
—
|
|
|
—
|
|
|
80,462
|
|
|
158,633
|
|
|
||||
Unrealized (gain) loss on derivatives
|
(20,631
|
)
|
|
10,977
|
|
|
6,839
|
|
|
41,238
|
|
|
||||
Stock-based compensation expense
|
4,166
|
|
|
3,224
|
|
|
2,243
|
|
|
12,362
|
|
|
||||
Net gain on asset sales and inventory impairment
|
(7
|
)
|
|
(104,137
|
)
|
|
(1,065
|
)
|
|
(107,277
|
)
|
|
||||
Consolidated Adjusted EBITDA
|
72,175
|
|
|
54,650
|
|
|
17,196
|
|
|
158,292
|
|
|
||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries
|
(2,216
|
)
|
|
(164
|
)
|
|
4
|
|
|
(400
|
)
|
|
||||
Adjusted EBITDA attributable to Matador Resources Company shareholders
|
$
|
69,959
|
|
|
$
|
54,486
|
|
|
$
|
17,200
|
|
|
$
|
157,892
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
||||||||||||
(In thousands)
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
|
December 31, 2016
|
|
||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
61,309
|
|
|
$
|
37,624
|
|
|
$
|
18,358
|
|
|
$
|
134,086
|
|
|
Net change in operating assets and liabilities
|
2,455
|
|
|
9,215
|
|
|
(8,059
|
)
|
|
(1,809
|
)
|
|
||||
Interest expense, net of non-cash portion
|
8,411
|
|
|
7,706
|
|
|
6,897
|
|
|
27,051
|
|
|
||||
Current income tax provision (benefit)
|
—
|
|
|
105
|
|
|
—
|
|
|
(1,036
|
)
|
|
||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries
|
(2,216
|
)
|
|
(164
|
)
|
|
4
|
|
|
(400
|
)
|
|
||||
Adjusted EBITDA attributable to Matador Resources Company shareholders
|
$
|
69,959
|
|
|
$
|
54,486
|
|
|
$
|
17,200
|
|
|
$
|
157,892
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
At March 31, 2017
|
|
At December 31, 2016
|
|
At March 31, 2016
|
|
||||||
Standardized Measure
|
$
|
810.2
|
|
|
$
|
575.0
|
|
|
$
|
495.6
|
|
|
Discounted future income taxes
|
47.0
|
|
|
6.5
|
|
|
6.3
|
|
|
|||
PV-10
|
$
|
857.2
|
|
|
$
|
581.5
|
|
|
$
|
501.9
|
|
|
|
|
|
|
|
|
|