x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Texas
|
27-4662601
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
5400 LBJ Freeway, Suite 1500
Dallas, Texas
|
75240
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
Page
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
131,466
|
|
|
$
|
212,884
|
|
Restricted cash
|
15,040
|
|
|
1,258
|
|
||
Accounts receivable
|
|
|
|
||||
Oil and natural gas revenues
|
39,621
|
|
|
34,154
|
|
||
Joint interest billings
|
37,387
|
|
|
19,347
|
|
||
Other
|
7,303
|
|
|
5,167
|
|
||
Derivative instruments
|
7,067
|
|
|
—
|
|
||
Lease and well equipment inventory
|
2,957
|
|
|
3,045
|
|
||
Prepaid expenses and other assets
|
5,946
|
|
|
3,327
|
|
||
Total current assets
|
246,787
|
|
|
279,182
|
|
||
Property and equipment, at cost
|
|
|
|
||||
Oil and natural gas properties, full-cost method
|
|
|
|
||||
Evaluated
|
2,694,766
|
|
|
2,408,305
|
|
||
Unproved and unevaluated
|
567,009
|
|
|
479,736
|
|
||
Other property and equipment
|
204,299
|
|
|
160,795
|
|
||
Less accumulated depletion, depreciation and amortization
|
(1,939,570
|
)
|
|
(1,864,311
|
)
|
||
Net property and equipment
|
1,526,504
|
|
|
1,184,525
|
|
||
Other assets
|
|
|
|
||||
Derivative instruments
|
2,992
|
|
|
—
|
|
||
Other assets
|
793
|
|
|
958
|
|
||
Total other assets
|
3,785
|
|
|
958
|
|
||
Total assets
|
$
|
1,777,076
|
|
|
$
|
1,464,665
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
7,371
|
|
|
$
|
4,674
|
|
Accrued liabilities
|
151,336
|
|
|
101,460
|
|
||
Royalties payable
|
35,423
|
|
|
23,988
|
|
||
Amounts due to affiliates
|
5,865
|
|
|
8,651
|
|
||
Derivative instruments
|
1,192
|
|
|
24,203
|
|
||
Advances from joint interest owners
|
5,468
|
|
|
1,700
|
|
||
Amounts due to joint ventures
|
4,873
|
|
|
4,251
|
|
||
Other current liabilities
|
656
|
|
|
578
|
|
||
Total current liabilities
|
212,184
|
|
|
169,505
|
|
||
Long-term liabilities
|
|
|
|
||||
Senior unsecured notes payable
|
573,988
|
|
|
573,924
|
|
||
Asset retirement obligations
|
22,391
|
|
|
19,725
|
|
||
Derivative instruments
|
—
|
|
|
751
|
|
||
Amounts due to joint ventures
|
—
|
|
|
1,771
|
|
||
Other long-term liabilities
|
6,142
|
|
|
7,544
|
|
||
Total long-term liabilities
|
602,521
|
|
|
603,715
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
||||
Common stock - $0.01 par value, 160,000,000 and 120,000,000 shares authorized; 100,399,756 and 99,518,764 shares issued; and 100,324,852 and 99,511,931 shares outstanding, respectively
|
1,004
|
|
|
995
|
|
||
Additional paid-in capital
|
1,453,341
|
|
|
1,325,481
|
|
||
Accumulated deficit
|
(563,858
|
)
|
|
(636,351
|
)
|
||
Treasury stock, at cost, 74,904 and 6,833 shares, respectively
|
(745
|
)
|
|
—
|
|
||
Total Matador Resources Company shareholders’ equity
|
889,742
|
|
|
690,125
|
|
||
Non-controlling interest in subsidiaries
|
72,629
|
|
|
1,320
|
|
||
Total shareholders’ equity
|
962,371
|
|
|
691,445
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,777,076
|
|
|
$
|
1,464,665
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas revenues
|
$
|
113,764
|
|
|
$
|
69,336
|
|
|
$
|
228,611
|
|
|
$
|
113,262
|
|
Third-party midstream services revenues
|
2,099
|
|
|
918
|
|
|
3,654
|
|
|
1,391
|
|
||||
Realized gain (loss) on derivatives
|
558
|
|
|
2,465
|
|
|
(1,661
|
)
|
|
9,528
|
|
||||
Unrealized gain (loss) on derivatives
|
13,190
|
|
|
(26,625
|
)
|
|
33,821
|
|
|
(33,464
|
)
|
||||
Total revenues
|
129,611
|
|
|
46,094
|
|
|
264,425
|
|
|
90,717
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Production taxes, transportation and processing
|
12,875
|
|
|
10,556
|
|
|
24,682
|
|
|
18,459
|
|
||||
Lease operating
|
16,040
|
|
|
12,183
|
|
|
31,797
|
|
|
26,695
|
|
||||
Plant and other midstream services operating
|
2,942
|
|
|
1,061
|
|
|
5,283
|
|
|
2,088
|
|
||||
Depletion, depreciation and amortization
|
41,274
|
|
|
31,248
|
|
|
75,266
|
|
|
60,170
|
|
||||
Accretion of asset retirement obligations
|
314
|
|
|
289
|
|
|
614
|
|
|
552
|
|
||||
Full-cost ceiling impairment
|
—
|
|
|
78,171
|
|
|
—
|
|
|
158,633
|
|
||||
General and administrative
|
17,177
|
|
|
13,197
|
|
|
33,515
|
|
|
26,360
|
|
||||
Total expenses
|
90,622
|
|
|
146,705
|
|
|
171,157
|
|
|
292,957
|
|
||||
Operating income (loss)
|
38,989
|
|
|
(100,611
|
)
|
|
93,268
|
|
|
(202,240
|
)
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Net gain on asset sales and inventory impairment
|
—
|
|
|
1,002
|
|
|
7
|
|
|
2,067
|
|
||||
Interest expense
|
(9,224
|
)
|
|
(6,167
|
)
|
|
(17,679
|
)
|
|
(13,365
|
)
|
||||
Other income
|
1,922
|
|
|
29
|
|
|
1,991
|
|
|
124
|
|
||||
Total other expense
|
(7,302
|
)
|
|
(5,136
|
)
|
|
(15,681
|
)
|
|
(11,174
|
)
|
||||
Net income (loss)
|
31,687
|
|
|
(105,747
|
)
|
|
77,587
|
|
|
(213,414
|
)
|
||||
Net income attributable to non-controlling interest in subsidiaries
|
(3,178
|
)
|
|
(106
|
)
|
|
(5,094
|
)
|
|
(93
|
)
|
||||
Net income (loss) attributable to Matador Resources Company shareholders
|
$
|
28,509
|
|
|
$
|
(105,853
|
)
|
|
$
|
72,493
|
|
|
$
|
(213,507
|
)
|
Earnings (loss) per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.28
|
|
|
$
|
(1.15
|
)
|
|
$
|
0.72
|
|
|
$
|
(2.40
|
)
|
Diluted
|
$
|
0.28
|
|
|
$
|
(1.15
|
)
|
|
$
|
0.72
|
|
|
$
|
(2.40
|
)
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
100,211
|
|
|
92,346
|
|
|
100,005
|
|
|
88,826
|
|
||||
Diluted
|
100,227
|
|
|
92,346
|
|
|
100,455
|
|
|
88,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders’ equity attributable to Matador Resources Company
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest in subsidiaries
|
|
Total shareholders’ equity
|
|||||||||||||||||
|
Common Stock
|
|
Additional
paid-in capital |
|
Accumulated deficit
|
|
Treasury Stock
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|||||||||||||||||||
Balance at January 1, 2017
|
99,519
|
|
|
$
|
995
|
|
|
$
|
1,325,481
|
|
|
$
|
(636,351
|
)
|
|
6
|
|
|
$
|
—
|
|
|
$
|
690,125
|
|
|
$
|
1,320
|
|
|
$
|
691,445
|
|
Issuance of common stock pursuant to employee stock compensation plan
|
499
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued to Board members and advisors
|
55
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense related to equity-based awards including amounts capitalized
|
—
|
|
|
—
|
|
|
12,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,521
|
|
|
—
|
|
|
12,521
|
|
|||||||
Stock options exercised, net of options forfeited in net share settlements
|
327
|
|
|
3
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||
Restricted stock forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
(745
|
)
|
|
(745
|
)
|
|
—
|
|
|
(745
|
)
|
|||||||
Purchase of non-controlling interest of less-than-wholly-owned subsidiary
|
—
|
|
|
—
|
|
|
(1,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,250
|
)
|
|
(1,403
|
)
|
|
(2,653
|
)
|
|||||||
Contributions related to formation of Joint Venture (see Note 3)
|
—
|
|
|
—
|
|
|
116,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
116,622
|
|
|
54,878
|
|
|
171,500
|
|
|||||||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,700
|
|
|
14,700
|
|
|||||||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,960
|
)
|
|
(1,960
|
)
|
|||||||
Current period net income
|
—
|
|
|
—
|
|
|
—
|
|
|
72,493
|
|
|
—
|
|
|
—
|
|
|
72,493
|
|
|
5,094
|
|
|
77,587
|
|
|||||||
Balance at June 30, 2017
|
100,400
|
|
|
$
|
1,004
|
|
|
$
|
1,453,341
|
|
|
$
|
(563,858
|
)
|
|
75
|
|
|
$
|
(745
|
)
|
|
$
|
889,742
|
|
|
$
|
72,629
|
|
|
$
|
962,371
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
77,587
|
|
|
$
|
(213,414
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
||||
Unrealized (gain) loss on derivatives
|
(33,821
|
)
|
|
33,464
|
|
||
Depletion, depreciation and amortization
|
75,266
|
|
|
60,170
|
|
||
Accretion of asset retirement obligations
|
614
|
|
|
552
|
|
||
Full-cost ceiling impairment
|
—
|
|
|
158,633
|
|
||
Stock-based compensation expense
|
11,192
|
|
|
5,553
|
|
||
Amortization of debt issuance cost
|
64
|
|
|
592
|
|
||
Net gain on asset sales and inventory impairment
|
(7
|
)
|
|
(2,067
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(25,642
|
)
|
|
(2,751
|
)
|
||
Lease and well equipment inventory
|
(140
|
)
|
|
(514
|
)
|
||
Prepaid expenses
|
(2,619
|
)
|
|
186
|
|
||
Other assets
|
165
|
|
|
520
|
|
||
Accounts payable, accrued liabilities and other current liabilities
|
4,442
|
|
|
2,451
|
|
||
Royalties payable
|
11,435
|
|
|
153
|
|
||
Advances from joint interest owners
|
3,768
|
|
|
5,083
|
|
||
Income taxes payable
|
—
|
|
|
(2,848
|
)
|
||
Other long-term liabilities
|
(1,062
|
)
|
|
3,837
|
|
||
Net cash provided by operating activities
|
121,242
|
|
|
49,600
|
|
||
Investing activities
|
|
|
|
|
|
||
Oil and natural gas properties capital expenditures
|
(328,929
|
)
|
|
(162,381
|
)
|
||
Expenditures for other property and equipment
|
(41,743
|
)
|
|
(47,548
|
)
|
||
Proceeds from sale of assets
|
977
|
|
|
—
|
|
||
Restricted cash
|
—
|
|
|
43,437
|
|
||
Restricted cash in less-than-wholly-owned subsidiaries
|
(13,783
|
)
|
|
460
|
|
||
Net cash used in investing activities
|
(383,478
|
)
|
|
(166,032
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Proceeds from issuance of common stock
|
—
|
|
|
142,350
|
|
||
Cost to issue equity
|
—
|
|
|
(768
|
)
|
||
Proceeds from stock options exercised
|
2,201
|
|
|
—
|
|
||
Contributions related to formation of Joint Venture
|
171,500
|
|
|
—
|
|
||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
14,700
|
|
|
—
|
|
||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
(1,960
|
)
|
|
—
|
|
||
Taxes paid related to net share settlement of stock-based compensation
|
(2,970
|
)
|
|
(1,009
|
)
|
||
Purchase of non-controlling interest of less-than-wholly-owned subsidiary
|
(2,653
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
180,818
|
|
|
140,573
|
|
||
(Decrease) increase in cash
|
(81,418
|
)
|
|
24,141
|
|
||
Cash at beginning of period
|
212,884
|
|
|
16,732
|
|
||
Cash at end of period
|
$
|
131,466
|
|
|
$
|
40,873
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information (Note 11)
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||
Basic
|
100,211
|
|
|
92,346
|
|
|
100,005
|
|
|
88,826
|
|
Dilutive effect of options and restricted stock units
|
16
|
|
|
—
|
|
|
450
|
|
|
—
|
|
Diluted weighted average common shares outstanding
|
100,227
|
|
|
92,346
|
|
|
100,455
|
|
|
88,826
|
|
|
|
||
Beginning asset retirement obligations
|
$
|
20,640
|
|
Liabilities incurred during period
|
1,222
|
|
|
Liabilities settled during period
|
(176
|
)
|
|
Revisions in estimated cash flows
|
794
|
|
|
Accretion expense
|
614
|
|
|
Ending asset retirement obligations
|
23,094
|
|
|
Less: current asset retirement obligations
(1)
|
(703
|
)
|
|
Long-term asset retirement obligations
|
$
|
22,391
|
|
(1)
|
Included in accrued liabilities in the Company’s interim unaudited condensed consolidated balance sheet at
June 30, 2017
.
|
Condensed Consolidating Balance Sheet
June 30, 2017 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
$
|
385,885
|
|
|
$
|
—
|
|
|
$
|
1,679
|
|
|
$
|
(387,564
|
)
|
|
$
|
—
|
|
Third-party current assets
|
|
2,944
|
|
|
16,953
|
|
|
226,890
|
|
|
—
|
|
|
246,787
|
|
|||||
Net property and equipment
|
|
—
|
|
|
151,331
|
|
|
1,375,173
|
|
|
—
|
|
|
1,526,504
|
|
|||||
Investment in subsidiaries
|
|
1,083,542
|
|
|
—
|
|
|
75,585
|
|
|
(1,159,127
|
)
|
|
—
|
|
|||||
Third-party long-term assets
|
|
—
|
|
|
—
|
|
|
3,785
|
|
|
—
|
|
|
3,785
|
|
|||||
Total assets
|
|
$
|
1,472,371
|
|
|
$
|
168,284
|
|
|
$
|
1,683,112
|
|
|
$
|
(1,546,691
|
)
|
|
$
|
1,777,076
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany payable
|
|
$
|
—
|
|
|
$
|
1,679
|
|
|
$
|
385,885
|
|
|
$
|
(387,564
|
)
|
|
$
|
—
|
|
Third-party current liabilities
|
|
8,640
|
|
|
17,753
|
|
|
185,791
|
|
|
—
|
|
|
212,184
|
|
|||||
Senior unsecured notes payable
|
|
573,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
573,988
|
|
|||||
Other third-party long-term liabilities
|
|
—
|
|
|
639
|
|
|
27,894
|
|
|
—
|
|
|
28,533
|
|
|||||
Total equity attributable to Matador Resources Company
|
|
889,743
|
|
|
75,584
|
|
|
1,083,542
|
|
|
(1,159,127
|
)
|
|
889,742
|
|
|||||
Non-controlling interest in subsidiaries
|
|
—
|
|
|
72,629
|
|
|
—
|
|
|
—
|
|
|
72,629
|
|
|||||
Total liabilities and equity
|
|
$
|
1,472,371
|
|
|
$
|
168,284
|
|
|
$
|
1,683,112
|
|
|
$
|
(1,546,691
|
)
|
|
$
|
1,777,076
|
|
Condensed Consolidating Balance Sheet
December 31, 2016 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
$
|
316,791
|
|
|
$
|
3,571
|
|
|
$
|
12,091
|
|
|
$
|
(332,453
|
)
|
|
$
|
—
|
|
Third-party current assets
|
|
101,102
|
|
|
4,242
|
|
|
173,838
|
|
|
—
|
|
|
279,182
|
|
|||||
Net property and equipment
|
|
33
|
|
|
113,107
|
|
|
1,071,385
|
|
|
—
|
|
|
1,184,525
|
|
|||||
Investment in subsidiaries
|
|
856,762
|
|
|
—
|
|
|
90,275
|
|
|
(947,037
|
)
|
|
—
|
|
|||||
Third-party long-term assets
|
|
—
|
|
|
—
|
|
|
958
|
|
|
—
|
|
|
958
|
|
|||||
Total assets
|
|
$
|
1,274,688
|
|
|
$
|
120,920
|
|
|
$
|
1,348,547
|
|
|
$
|
(1,279,490
|
)
|
|
$
|
1,464,665
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany payable
|
|
$
|
—
|
|
|
$
|
12,091
|
|
|
$
|
320,362
|
|
|
$
|
(332,453
|
)
|
|
$
|
—
|
|
Third-party current liabilities
|
|
9,265
|
|
|
16,632
|
|
|
143,608
|
|
|
—
|
|
|
169,505
|
|
|||||
Senior unsecured notes payable
|
|
573,924
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
573,924
|
|
|||||
Other third-party long-term liabilities
|
|
1,374
|
|
|
602
|
|
|
27,815
|
|
|
—
|
|
|
29,791
|
|
|||||
Total equity attributable to Matador Resources Company
|
|
690,125
|
|
|
90,275
|
|
|
856,762
|
|
|
(947,037
|
)
|
|
690,125
|
|
|||||
Non-controlling interest in subsidiaries
|
|
—
|
|
|
1,320
|
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|||||
Total liabilities and equity
|
|
$
|
1,274,688
|
|
|
$
|
120,920
|
|
|
$
|
1,348,547
|
|
|
$
|
(1,279,490
|
)
|
|
$
|
1,464,665
|
|
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2017
|
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
11,274
|
|
|
$
|
127,198
|
|
|
$
|
(8,861
|
)
|
|
$
|
129,611
|
|
Total expenses
|
|
1,586
|
|
|
4,814
|
|
|
93,083
|
|
|
(8,861
|
)
|
|
90,622
|
|
|||||
Operating (loss) income
|
|
(1,586
|
)
|
|
6,460
|
|
|
34,115
|
|
|
—
|
|
|
38,989
|
|
|||||
Net gain on asset sales and inventory impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
|
(9,224
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,224
|
)
|
|||||
Other income
|
|
(27
|
)
|
|
26
|
|
|
1,923
|
|
|
—
|
|
|
1,922
|
|
|||||
Earnings in subsidiaries
|
|
39,228
|
|
|
—
|
|
|
3,244
|
|
|
(42,472
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
28,391
|
|
|
6,486
|
|
|
39,282
|
|
|
(42,472
|
)
|
|
31,687
|
|
|||||
Total income tax (benefit) provision
|
|
(118
|
)
|
|
64
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(3,178
|
)
|
|
—
|
|
|
—
|
|
|
(3,178
|
)
|
|||||
Net income attributable to Matador Resources Company shareholders
|
|
$
|
28,509
|
|
|
$
|
3,244
|
|
|
$
|
39,228
|
|
|
$
|
(42,472
|
)
|
|
$
|
28,509
|
|
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2016
|
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
3,210
|
|
|
$
|
44,778
|
|
|
$
|
(1,894
|
)
|
|
$
|
46,094
|
|
Total expenses
|
|
1,032
|
|
|
1,244
|
|
|
146,323
|
|
|
(1,894
|
)
|
|
146,705
|
|
|||||
Operating (loss) income
|
|
(1,032
|
)
|
|
1,966
|
|
|
(101,545
|
)
|
|
—
|
|
|
(100,611
|
)
|
|||||
Net gain on asset sales and inventory impairment
|
|
—
|
|
|
—
|
|
|
1,002
|
|
|
—
|
|
|
1,002
|
|
|||||
Interest expense
|
|
(6,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,167
|
)
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
(Loss) earnings in subsidiaries
|
|
(98,672
|
)
|
|
—
|
|
|
1,842
|
|
|
96,830
|
|
|
—
|
|
|||||
(Loss) income before income taxes
|
|
(105,871
|
)
|
|
1,966
|
|
|
(98,672
|
)
|
|
96,830
|
|
|
(105,747
|
)
|
|||||
Total income tax (benefit) provision
|
|
(18
|
)
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Net (loss) income attributable to Matador Resources Company shareholders
|
|
$
|
(105,853
|
)
|
|
$
|
1,842
|
|
|
$
|
(98,672
|
)
|
|
$
|
96,830
|
|
|
$
|
(105,853
|
)
|
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2017
|
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
20,937
|
|
|
$
|
259,846
|
|
|
$
|
(16,358
|
)
|
|
$
|
264,425
|
|
Total expenses
|
|
2,846
|
|
|
8,682
|
|
|
175,987
|
|
|
(16,358
|
)
|
|
171,157
|
|
|||||
Operating (loss) income
|
|
(2,846
|
)
|
|
12,255
|
|
|
83,859
|
|
|
—
|
|
|
93,268
|
|
|||||
Net gain on asset sales and inventory impairment
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
Interest expense
|
|
(17,679
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,679
|
)
|
|||||
Other income
|
|
—
|
|
|
26
|
|
|
1,965
|
|
|
—
|
|
|
1,991
|
|
|||||
Earnings in subsidiaries
|
|
92,900
|
|
|
—
|
|
|
7,069
|
|
|
(99,969
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
72,375
|
|
|
12,281
|
|
|
92,900
|
|
|
(99,969
|
)
|
|
77,587
|
|
|||||
Total income tax (benefit) provision
|
|
(118
|
)
|
|
118
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(5,094
|
)
|
|
—
|
|
|
—
|
|
|
(5,094
|
)
|
|||||
Net income attributable to Matador Resources Company shareholders
|
|
$
|
72,493
|
|
|
$
|
7,069
|
|
|
$
|
92,900
|
|
|
$
|
(99,969
|
)
|
|
$
|
72,493
|
|
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2016
|
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
4,527
|
|
|
$
|
88,825
|
|
|
$
|
(2,635
|
)
|
|
$
|
90,717
|
|
Total expenses
|
|
2,967
|
|
|
2,377
|
|
|
290,248
|
|
|
(2,635
|
)
|
|
292,957
|
|
|||||
Operating (loss) income
|
|
(2,967
|
)
|
|
2,150
|
|
|
(201,423
|
)
|
|
—
|
|
|
(202,240
|
)
|
|||||
Net gain on asset sales and inventory impairment
|
|
—
|
|
|
—
|
|
|
2,067
|
|
|
—
|
|
|
2,067
|
|
|||||
Interest expense
|
|
(13,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,365
|
)
|
|||||
Other income
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
|||||
(Loss) earnings in subsidiaries
|
|
(197,200
|
)
|
|
—
|
|
|
2,032
|
|
|
195,168
|
|
|
—
|
|
|||||
Income before income taxes
|
|
(213,532
|
)
|
|
2,150
|
|
|
(197,200
|
)
|
|
195,168
|
|
|
(213,414
|
)
|
|||||
Total income tax (benefit) provision
|
|
(25
|
)
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|||||
Net (loss) income attributable to Matador Resources Company shareholders
|
|
$
|
(213,507
|
)
|
|
$
|
2,032
|
|
|
$
|
(197,200
|
)
|
|
$
|
195,168
|
|
|
$
|
(213,507
|
)
|
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2017
|
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(98,583
|
)
|
|
$
|
1,566
|
|
|
$
|
218,259
|
|
|
$
|
—
|
|
|
$
|
121,242
|
|
Net cash provided by (used in) investing activities
|
|
33
|
|
|
(51,580
|
)
|
|
(198,051
|
)
|
|
(133,880
|
)
|
|
(383,478
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
—
|
|
|
47,707
|
|
|
(769
|
)
|
|
133,880
|
|
|
180,818
|
|
|||||
(Decrease) increase in cash
|
|
(98,550
|
)
|
|
(2,307
|
)
|
|
19,439
|
|
|
—
|
|
|
(81,418
|
)
|
|||||
Cash at beginning of period
|
|
99,795
|
|
|
2,307
|
|
|
110,782
|
|
|
—
|
|
|
212,884
|
|
|||||
Cash at end of period
|
|
$
|
1,245
|
|
|
$
|
—
|
|
|
$
|
130,221
|
|
|
$
|
—
|
|
|
$
|
131,466
|
|
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2016
|
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(24,519
|
)
|
|
$
|
(6,198
|
)
|
|
$
|
80,317
|
|
|
$
|
—
|
|
|
$
|
49,600
|
|
Net cash used in investing activities
|
|
(117,086
|
)
|
|
(44,074
|
)
|
|
(172,108
|
)
|
|
167,236
|
|
|
(166,032
|
)
|
|||||
Net cash provided by financing activities
|
|
141,582
|
|
|
50,150
|
|
|
116,077
|
|
|
(167,236
|
)
|
|
140,573
|
|
|||||
(Decrease) increase in cash
|
|
(23
|
)
|
|
(122
|
)
|
|
24,286
|
|
|
—
|
|
|
24,141
|
|
|||||
Cash at beginning of period
|
|
80
|
|
|
186
|
|
|
16,466
|
|
|
—
|
|
|
16,732
|
|
|||||
Cash at end of period
|
|
$
|
57
|
|
|
$
|
64
|
|
|
$
|
40,752
|
|
|
$
|
—
|
|
|
$
|
40,873
|
|
Commodity
|
Calculation Period
|
|
Notional Quantity (Bbl or MMBtu)
|
|
Weighted Average Price Floor ($/Bbl or
$/MMBtu) |
|
Weighted Average Price Ceiling ($/Bbl or
$/MMBtu) |
|
Fair Value of Asset (Liability) (thousands)
|
|||||||
Oil
|
07/01/2017 - 12/31/2017
|
|
2,460,000
|
|
|
$
|
45.17
|
|
|
$
|
55.75
|
|
|
$
|
4,365
|
|
Oil
|
01/01/2018 - 12/31/2018
|
|
1,920,000
|
|
|
$
|
43.91
|
|
|
$
|
63.44
|
|
|
4,990
|
|
|
Natural Gas
|
07/01/2017 - 12/31/2017
|
|
12,540,000
|
|
|
$
|
2.51
|
|
|
$
|
3.60
|
|
|
(500
|
)
|
|
Natural Gas
|
01/01/2018 - 12/31/2018
|
|
16,800,000
|
|
|
$
|
2.58
|
|
|
$
|
3.67
|
|
|
12
|
|
|
Total open derivative financial instruments
|
|
|
|
|
|
|
|
$
|
8,867
|
|
Derivative Instruments
|
Gross
amounts recognized |
|
Gross amounts
netted in the condensed consolidated balance sheets |
|
Net amounts presented in the condensed
consolidated balance sheets |
||||||
June 30, 2017
|
|
|
|
|
|
||||||
Current assets
|
$
|
10,835
|
|
|
$
|
(3,768
|
)
|
|
$
|
7,067
|
|
Other assets
|
5,066
|
|
|
(2,074
|
)
|
|
2,992
|
|
|||
Current liabilities
|
(4,915
|
)
|
|
3,723
|
|
|
(1,192
|
)
|
|||
Other liabilities
|
(2,074
|
)
|
|
2,074
|
|
|
—
|
|
|||
Total
|
$
|
8,912
|
|
|
$
|
(45
|
)
|
|
$
|
8,867
|
|
December 31, 2016
|
|
|
|
|
|
||||||
Current liabilities
|
$
|
(24,203
|
)
|
|
$
|
—
|
|
|
$
|
(24,203
|
)
|
Other liabilities
|
(751
|
)
|
|
—
|
|
|
(751
|
)
|
|||
Total
|
$
|
(24,954
|
)
|
|
$
|
—
|
|
|
$
|
(24,954
|
)
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
Type of Instrument
|
Location in Condensed Consolidated Statement of Operations
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivative Instrument
|
|
|
|
|
|
|
|
|
|
||||||||
Oil
|
Revenues: Realized gain (loss) on derivatives
|
|
$
|
581
|
|
|
$
|
561
|
|
|
$
|
(1,053
|
)
|
|
$
|
6,024
|
|
Natural Gas
|
Revenues: Realized (loss) gain on derivatives
|
|
(23
|
)
|
|
1,904
|
|
|
(608
|
)
|
|
3,504
|
|
||||
Realized gain (loss) on derivatives
|
|
558
|
|
|
2,465
|
|
|
(1,661
|
)
|
|
9,528
|
|
|||||
Oil
|
Revenues: Unrealized gain (loss) on derivatives
|
|
10,643
|
|
|
(19,319
|
)
|
|
28,422
|
|
|
(26,974
|
)
|
||||
Natural Gas
|
Revenues: Unrealized gain (loss) on derivatives
|
|
2,547
|
|
|
(7,306
|
)
|
|
5,399
|
|
|
(6,490
|
)
|
||||
Unrealized gain (loss) on derivatives
|
|
13,190
|
|
|
(26,625
|
)
|
|
33,821
|
|
|
(33,464
|
)
|
|||||
Total
|
|
|
$
|
13,748
|
|
|
$
|
(24,160
|
)
|
|
$
|
32,160
|
|
|
$
|
(23,936
|
)
|
Level 1
|
Unadjusted quoted prices for identical, unrestricted assets or liabilities in active markets.
|
Level 2
|
Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that are valued with industry standard models that consider various inputs including: (i) quoted forward prices for commodities, (ii) time value of money and (iii) current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the derivative instrument and can be derived from observable data or supported by observable levels at which transactions are executed in the marketplace.
|
Level 3
|
Unobservable inputs that are not corroborated by market data that reflect a company’s own market assumptions.
|
|
Fair Value Measurements at
June 30, 2017 using |
||||||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas derivatives
|
$
|
—
|
|
|
$
|
10,059
|
|
|
$
|
—
|
|
|
$
|
10,059
|
|
Oil and natural gas derivatives
|
—
|
|
|
(1,192
|
)
|
|
—
|
|
|
(1,192
|
)
|
||||
Total
|
$
|
—
|
|
|
$
|
8,867
|
|
|
$
|
—
|
|
|
$
|
8,867
|
|
|
Fair Value Measurements at
December 31, 2016 using |
||||||||||||||
Description
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas derivatives
|
$
|
—
|
|
|
$
|
(24,954
|
)
|
|
$
|
—
|
|
|
$
|
(24,954
|
)
|
Total
|
$
|
—
|
|
|
$
|
(24,954
|
)
|
|
$
|
—
|
|
|
$
|
(24,954
|
)
|
|
June 30,
2017 |
|
December 31, 2016
|
||||
Accrued evaluated and unproved and unevaluated property costs
|
$
|
98,589
|
|
|
$
|
54,273
|
|
Accrued support equipment and facilities costs
|
15,596
|
|
|
15,139
|
|
||
Accrued lease operating expenses
|
12,613
|
|
|
16,009
|
|
||
Accrued interest on debt
|
8,345
|
|
|
6,541
|
|
||
Accrued asset retirement obligations
|
703
|
|
|
915
|
|
||
Accrued partners’ share of joint interest charges
|
12,479
|
|
|
5,572
|
|
||
Other
|
3,011
|
|
|
3,011
|
|
||
Total accrued liabilities
|
$
|
151,336
|
|
|
$
|
101,460
|
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
Cash paid for interest expense, net of amounts capitalized
|
$
|
15,875
|
|
|
$
|
12,226
|
|
Increase in asset retirement obligations related to mineral properties
|
$
|
1,978
|
|
|
$
|
2,511
|
|
(Decrease) increase in asset retirement obligations related to support equipment and facilities
|
$
|
(138
|
)
|
|
$
|
75
|
|
Increase (decrease) in liabilities for oil and natural gas properties capital expenditures
|
$
|
43,797
|
|
|
$
|
(3,476
|
)
|
Increase (decrease) in liabilities for support equipment and facilities
|
$
|
1,838
|
|
|
$
|
(11,565
|
)
|
Stock-based compensation expense recognized as liability
|
$
|
(339
|
)
|
|
$
|
88
|
|
(Decrease) increase in liabilities for accrued cost to issue equity
|
$
|
(343
|
)
|
|
$
|
62
|
|
Transfer of inventory from oil and natural gas properties
|
$
|
(228
|
)
|
|
$
|
474
|
|
|
Exploration and Production
|
|
|
|
|
|
Consolidations and Eliminations
|
|
Consolidated Company
|
||||||||||
|
|
Midstream
|
|
Corporate
|
|
|
|||||||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
113,387
|
|
|
$
|
377
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113,764
|
|
Midstream services revenues
|
—
|
|
|
11,367
|
|
|
—
|
|
|
(9,268
|
)
|
|
2,099
|
|
|||||
Realized gain on derivatives
|
558
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
558
|
|
|||||
Unrealized gain on derivatives
|
13,190
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,190
|
|
|||||
Expenses
(1)
|
78,078
|
|
|
5,960
|
|
|
15,852
|
|
|
(9,268
|
)
|
|
90,622
|
|
|||||
Operating income (loss)
(2)
|
$
|
49,057
|
|
|
$
|
5,784
|
|
|
$
|
(15,852
|
)
|
|
$
|
—
|
|
|
$
|
38,989
|
|
Total assets
|
$
|
1,436,678
|
|
|
$
|
192,889
|
|
|
$
|
147,509
|
|
|
$
|
—
|
|
|
$
|
1,777,076
|
|
Capital expenditures
(3)
|
$
|
165,583
|
|
|
$
|
27,347
|
|
|
$
|
1,752
|
|
|
$
|
—
|
|
|
$
|
194,682
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of
$39.6 million
and
$1.3 million
for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of
$0.4 million
.
|
(2)
|
Includes
$3.2 million
in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
(3)
|
Includes
$13.4 million
in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
|
Exploration and Production
|
|
|
|
|
|
Consolidations and Eliminations
|
|
Consolidated Company
|
||||||||||
|
|
Midstream
|
|
Corporate
|
|
|
|||||||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
68,864
|
|
|
$
|
472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,336
|
|
Midstream services revenues
|
—
|
|
|
3,469
|
|
|
—
|
|
|
(2,551
|
)
|
|
918
|
|
|||||
Realized gain on derivatives
|
2,465
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,465
|
|
|||||
Unrealized loss on derivatives
|
(26,625
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,625
|
)
|
|||||
Expenses
(1)
|
134,338
|
|
|
1,562
|
|
|
13,356
|
|
|
(2,551
|
)
|
|
146,705
|
|
|||||
Operating (loss) income
(2)
|
$
|
(89,634
|
)
|
|
$
|
2,379
|
|
|
$
|
(13,356
|
)
|
|
$
|
—
|
|
|
$
|
(100,611
|
)
|
Total assets
|
$
|
927,557
|
|
|
$
|
106,425
|
|
|
$
|
52,106
|
|
|
$
|
—
|
|
|
$
|
1,086,088
|
|
Capital expenditures
|
$
|
97,309
|
|
|
$
|
11,192
|
|
|
$
|
2,328
|
|
|
$
|
—
|
|
|
$
|
110,829
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of
$30.6 million
and
$0.5 million
for the exploration and production and midstream segments, respectively, and full-cost ceiling impairment expenses of
$78.2 million
for the exploration and production segment. Also includes corporate depletion, depreciation and amortization expenses of
$0.2 million
.
|
(2)
|
Includes
$106,000
in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
|
Exploration and Production
|
|
|
|
|
|
Consolidations and Eliminations
|
|
Consolidated Company
|
||||||||||
|
|
Midstream
|
|
Corporate
|
|
|
|||||||||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
227,552
|
|
|
$
|
1,059
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
228,611
|
|
Midstream services revenues
|
—
|
|
|
20,983
|
|
|
—
|
|
|
(17,329
|
)
|
|
3,654
|
|
|||||
Realized loss on derivatives
|
(1,661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,661
|
)
|
|||||
Unrealized gain on derivatives
|
33,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,821
|
|
|||||
Expenses
(1)
|
146,416
|
|
|
10,462
|
|
|
31,608
|
|
|
(17,329
|
)
|
|
171,157
|
|
|||||
Operating income (loss)
(2)
|
$
|
113,296
|
|
|
$
|
11,580
|
|
|
$
|
(31,608
|
)
|
|
$
|
—
|
|
|
$
|
93,268
|
|
Total assets
|
$
|
1,436,678
|
|
|
$
|
192,889
|
|
|
$
|
147,509
|
|
|
$
|
—
|
|
|
$
|
1,777,076
|
|
Capital expenditures
(3)
|
$
|
373,956
|
|
|
$
|
40,227
|
|
|
$
|
3,216
|
|
|
$
|
—
|
|
|
$
|
417,399
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of
$72.1 million
and
$2.5 million
for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of
$0.7 million
.
|
(2)
|
Includes
$5.1 million
in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
(3)
|
Includes
$18.6 million
in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
|
Exploration and Production
|
|
|
|
|
|
Consolidations and Eliminations
|
|
Consolidated Company
|
||||||||||
|
|
Midstream
|
|
Corporate
|
|
|
|||||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
112,672
|
|
|
$
|
590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113,262
|
|
Midstream services revenues
|
—
|
|
|
5,560
|
|
|
—
|
|
|
(4,169
|
)
|
|
1,391
|
|
|||||
Realized gain on derivatives
|
9,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,528
|
|
|||||
Unrealized loss on derivatives
|
(33,464
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,464
|
)
|
|||||
Expenses
(1)
|
267,365
|
|
|
3,096
|
|
|
26,665
|
|
|
(4,169
|
)
|
|
292,957
|
|
|||||
Operating (loss) income
(2)
|
$
|
(178,629
|
)
|
|
$
|
3,054
|
|
|
$
|
(26,665
|
)
|
|
$
|
—
|
|
|
$
|
(202,240
|
)
|
Total assets
|
$
|
927,557
|
|
|
$
|
106,425
|
|
|
$
|
52,106
|
|
|
$
|
—
|
|
|
$
|
1,086,088
|
|
Capital expenditures
|
$
|
162,116
|
|
|
$
|
32,250
|
|
|
$
|
3,582
|
|
|
$
|
—
|
|
|
$
|
197,948
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of
$58.9 million
and
$1.0 million
for the exploration and production and midstream segments, respectively, and full-cost ceiling impairment expenses of
$158.6 million
for the exploration and production segment. Also includes corporate depletion, depreciation and amortization expenses of
$0.3 million
.
|
(2)
|
Includes
$93,000
in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
•
|
our business strategy;
|
•
|
our reserves;
|
•
|
our technology;
|
•
|
our cash flows and liquidity;
|
•
|
our financial strategy, budget, projections and operating results;
|
•
|
our oil and natural gas realized prices;
|
•
|
the timing and amount of future production of oil and natural gas;
|
•
|
the availability of drilling and production equipment;
|
•
|
the availability of oil field labor;
|
•
|
the amount, nature and timing of capital expenditures, including future exploration and development costs;
|
•
|
the availability and terms of capital;
|
•
|
our drilling of wells;
|
•
|
our ability to negotiate and consummate acquisition and divestiture opportunities;
|
•
|
government regulation and taxation of the oil and natural gas industry;
|
•
|
our marketing of oil and natural gas;
|
•
|
our exploitation projects or property acquisitions;
|
•
|
the integration of acquisitions with our business;
|
•
|
our ability and the ability of our midstream joint venture to construct and operate midstream facilities, including the expansion of our Black River cryogenic natural gas processing plant and the drilling of additional salt water disposal wells;
|
•
|
the ability of our midstream joint venture to attract third-party volumes;
|
•
|
our costs of exploiting and developing our properties and conducting other operations;
|
•
|
general economic conditions;
|
•
|
competition in the oil and natural gas industry, including in both the exploration and production and midstream segments;
|
•
|
the effectiveness of our risk management and hedging activities;
|
•
|
environmental liabilities;
|
•
|
counterparty credit risk;
|
•
|
developments in oil-producing and natural gas-producing countries;
|
•
|
our future operating results;
|
•
|
estimated future reserves and the present value thereof; and
|
•
|
our plans, objectives, expectations and intentions contained in this Quarterly Report or in our other filings with the SEC that are not historical.
|
|
June 30,
2017 |
|
December 31,
2016 |
|
June 30,
2016 |
||||||
Estimated Proved Reserves Data:
(1)
(2)
|
|
|
|
|
|
||||||
Estimated proved reserves:
|
|
|
|
|
|
||||||
Oil (MBbl)
(3)
|
74,954
|
|
|
56,977
|
|
|
52,337
|
|
|||
Natural Gas (Bcf)
(4)
|
356.5
|
|
|
292.6
|
|
|
258.7
|
|
|||
Total (MBOE)
(5)
|
134,373
|
|
|
105,752
|
|
|
95,457
|
|
|||
Estimated proved developed reserves:
|
|
|
|
|
|
||||||
Oil (MBbl)
(3)
|
28,454
|
|
|
22,604
|
|
|
19,913
|
|
|||
Natural Gas (Bcf)
(4)
|
159.7
|
|
|
126.8
|
|
|
114.4
|
|
|||
Total (MBOE)
(5)
|
55,075
|
|
|
43,731
|
|
|
38,978
|
|
|||
Percent developed
|
41.0
|
%
|
|
41.4
|
%
|
|
40.8
|
%
|
|||
Estimated proved undeveloped reserves:
|
|
|
|
|
|
||||||
Oil (MBbl)
(3)
|
46,500
|
|
|
34,373
|
|
|
32,424
|
|
|||
Natural Gas (Bcf)
(4)
|
196.8
|
|
|
165.9
|
|
|
144.3
|
|
|||
Total (MBOE)
(5)
|
79,298
|
|
|
62,021
|
|
|
56,479
|
|
|||
Standardized Measure
(6)
(in millions)
|
$
|
1,001.9
|
|
|
$
|
575.0
|
|
|
$
|
468.3
|
|
PV-10
(7)
(in millions)
|
$
|
1,086.9
|
|
|
$
|
581.5
|
|
|
$
|
473.2
|
|
(1)
|
Numbers in table may not total due to rounding.
|
(2)
|
Our 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 July 2016 through June 2017 were
$45.42
per Bbl for oil and
$3.01
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 July 2015 through June 2016 were
$39.63
per Bbl for oil and
$2.24
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. We report our 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 Bbl of oil per six Mcf of natural gas.
|
(6)
|
Standardized Measure represents the present value of estimated future net cash flows from proved reserves, less estimated future development, production, plugging and abandonment costs and income tax expenses, discounted at 10% per annum to reflect the timing of future cash flows. Standardized Measure is not an estimate of the fair market value of our properties.
|
(7)
|
PV-10 is a non-GAAP financial measure and generally differs from Standardized Measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. PV-10 is not an estimate of the fair market value of our properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies and of the potential return on investment related to the companies’ properties without regard to the specific tax characteristics of such entities. Our PV-10 at
June 30, 2017
,
December 31, 2016
and
June 30, 2016
may be reconciled to the Standardized Measure of discounted future net cash flows at such dates by reducing our PV-10 by the discounted future income taxes associated with such reserves. The discounted future income taxes at
June 30, 2017
,
December 31, 2016
and
June 30, 2016
were
$85.0 million
,
$6.5 million
and
$4.9 million
, respectively.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
||||||||
Revenues (in thousands):
(1)
|
|
|
|
|
|
|
|
||||||||
Oil
|
$
|
81,322
|
|
|
$
|
52,691
|
|
|
$
|
164,958
|
|
|
$
|
82,849
|
|
Natural gas
|
32,442
|
|
|
16,645
|
|
|
63,653
|
|
|
30,413
|
|
||||
Total oil and natural gas revenues
|
113,764
|
|
|
69,336
|
|
|
228,611
|
|
|
113,262
|
|
||||
Third-party midstream services revenues
(2)
|
2,099
|
|
|
918
|
|
|
3,654
|
|
|
1,391
|
|
||||
Realized gain (loss) on derivatives
|
558
|
|
|
2,465
|
|
|
(1,661
|
)
|
|
9,528
|
|
||||
Unrealized gain (loss) on derivatives
|
13,190
|
|
|
(26,625
|
)
|
|
33,821
|
|
|
(33,464
|
)
|
||||
Total revenues
|
$
|
129,611
|
|
|
$
|
46,094
|
|
|
$
|
264,425
|
|
|
$
|
90,717
|
|
Net Production Volumes:
(1)
|
|
|
|
|
|
|
|
||||||||
Oil (MBbl)
(3)
|
1,767
|
|
|
1,230
|
|
|
3,417
|
|
|
2,274
|
|
||||
Natural gas (Bcf)
(4)
|
9.6
|
|
|
7.9
|
|
|
17.5
|
|
|
14.7
|
|
||||
Total oil equivalent (MBOE)
(5)
|
3,360
|
|
|
2,550
|
|
|
6,330
|
|
|
4,720
|
|
||||
Average daily production (BOE/d)
(6)
|
36,922
|
|
|
28,022
|
|
|
34,972
|
|
|
25,934
|
|
||||
Average Sales Prices:
|
|
|
|
|
|
|
|
||||||||
Oil, without realized derivatives (per Bbl)
|
$
|
46.01
|
|
|
$
|
42.84
|
|
|
$
|
48.28
|
|
|
$
|
36.43
|
|
Oil, with realized derivatives (per Bbl)
|
$
|
46.34
|
|
|
$
|
43.29
|
|
|
$
|
47.97
|
|
|
$
|
39.08
|
|
Natural gas, without realized derivatives (per Mcf)
|
$
|
3.40
|
|
|
$
|
2.10
|
|
|
$
|
3.64
|
|
|
$
|
2.07
|
|
Natural gas, with realized derivatives (per Mcf)
|
$
|
3.39
|
|
|
$
|
2.34
|
|
|
$
|
3.61
|
|
|
$
|
2.31
|
|
(1)
|
We report our production volumes in two streams: oil and natural gas, including both dry and liquids-rich natural gas. Revenues associated with natural gas liquids are included with our natural gas revenues.
|
(2)
|
Reclassified from other income for the three and six months ended June 30, 2016 due to the midstream segment becoming a reportable segment.
|
(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 Bbl of oil per six Mcf of natural gas.
|
(6)
|
Barrels of oil equivalent per day, estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In thousands, except expenses per BOE)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Production taxes, transportation and processing
|
$
|
12,875
|
|
|
$
|
10,556
|
|
|
$
|
24,682
|
|
|
$
|
18,459
|
|
Lease operating
(1)
|
16,040
|
|
|
12,183
|
|
|
31,797
|
|
|
26,695
|
|
||||
Plant and other midstream services operating
|
2,942
|
|
|
1,061
|
|
|
5,283
|
|
|
2,088
|
|
||||
Depletion, depreciation and amortization
|
41,274
|
|
|
31,248
|
|
|
75,266
|
|
|
60,170
|
|
||||
Accretion of asset retirement obligations
|
314
|
|
|
289
|
|
|
614
|
|
|
552
|
|
||||
Full-cost ceiling impairment
|
—
|
|
|
78,171
|
|
|
—
|
|
|
158,633
|
|
||||
General and administrative
|
17,177
|
|
|
13,197
|
|
|
33,515
|
|
|
26,360
|
|
||||
Total expenses
|
$
|
90,622
|
|
|
$
|
146,705
|
|
|
$
|
171,157
|
|
|
$
|
292,957
|
|
Operating income (loss)
|
$
|
38,989
|
|
|
$
|
(100,611
|
)
|
|
$
|
93,268
|
|
|
$
|
(202,240
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Net gain on asset sales and inventory impairment
|
$
|
—
|
|
|
$
|
1,002
|
|
|
$
|
7
|
|
|
$
|
2,067
|
|
Interest expense
|
(9,224
|
)
|
|
(6,167
|
)
|
|
(17,679
|
)
|
|
(13,365
|
)
|
||||
Other income
(2)
|
1,922
|
|
|
29
|
|
|
1,991
|
|
|
124
|
|
||||
Total other expense
|
$
|
(7,302
|
)
|
|
$
|
(5,136
|
)
|
|
$
|
(15,681
|
)
|
|
$
|
(11,174
|
)
|
Net income (loss)
|
$
|
31,687
|
|
|
$
|
(105,747
|
)
|
|
$
|
77,587
|
|
|
$
|
(213,414
|
)
|
Net income attributable to non-controlling interest in subsidiaries
|
(3,178
|
)
|
|
(106
|
)
|
|
(5,094
|
)
|
|
(93
|
)
|
||||
Net income (loss) attributable to Matador Resources Company shareholders
|
$
|
28,509
|
|
|
$
|
(105,853
|
)
|
|
$
|
72,493
|
|
|
$
|
(213,507
|
)
|
Expenses per BOE:
|
|
|
|
|
|
|
|
||||||||
Production taxes, transportation and processing
|
$
|
3.83
|
|
|
$
|
4.14
|
|
|
$
|
3.90
|
|
|
$
|
3.91
|
|
Lease operating
(1)
|
$
|
4.77
|
|
|
$
|
4.78
|
|
|
$
|
5.02
|
|
|
$
|
5.66
|
|
Plant and other midstream services operating
|
$
|
0.88
|
|
|
$
|
0.42
|
|
|
$
|
0.83
|
|
|
$
|
0.44
|
|
Depletion, depreciation and amortization
|
$
|
12.28
|
|
|
$
|
12.25
|
|
|
$
|
11.89
|
|
|
$
|
12.75
|
|
General and administrative
|
$
|
5.11
|
|
|
$
|
5.18
|
|
|
$
|
5.29
|
|
|
$
|
5.58
|
|
(1)
|
$1.1 million
, or
$0.42
per BOE, and
$2.1 million
, or
$0.44
per BOE, was reclassified to plant and other midstream services operating expenses for the three and six months ended June 30, 2016, respectively, due to our midstream business becoming a reportable segment.
|
(2)
|
$0.9 million
and
$1.4 million
was reclassified to midstream services revenues for the three and six months ended June 30, 2016, respectively, due to our midstream business becoming a reportable segment.
|
|
Six Months Ended
June 30, |
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
121,242
|
|
|
$
|
49,600
|
|
Net cash used in investing activities
|
(383,478
|
)
|
|
(166,032
|
)
|
||
Net cash provided by financing activities
|
180,818
|
|
|
140,573
|
|
||
Net change in cash
|
$
|
(81,418
|
)
|
|
$
|
24,141
|
|
Adjusted EBITDA
(1)
attributable to Matador Resources Company shareholders
|
$
|
142,611
|
|
|
$
|
56,145
|
|
(1)
|
Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to our net income (loss) and net cash provided by operating activities, see “— Non-GAAP Financial Measures” below.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Matador Resources Company shareholders
|
$
|
28,509
|
|
|
$
|
(105,853
|
)
|
|
$
|
72,493
|
|
|
$
|
(213,507
|
)
|
Net income attributable to non-controlling interest in subsidiaries
|
3,178
|
|
|
106
|
|
|
5,094
|
|
|
93
|
|
||||
Net income (loss)
|
31,687
|
|
|
(105,747
|
)
|
|
77,587
|
|
|
(213,414
|
)
|
||||
Interest expense
|
9,224
|
|
|
6,167
|
|
|
17,679
|
|
|
13,365
|
|
||||
Depletion, depreciation and amortization
|
41,274
|
|
|
31,248
|
|
|
75,266
|
|
|
60,170
|
|
||||
Accretion of asset retirement obligations
|
314
|
|
|
289
|
|
|
614
|
|
|
552
|
|
||||
Full-cost ceiling impairment
|
—
|
|
|
78,171
|
|
|
—
|
|
|
158,633
|
|
||||
Unrealized (gain) loss on derivatives
|
(13,190
|
)
|
|
26,625
|
|
|
(33,821
|
)
|
|
33,464
|
|
||||
Stock-based compensation expense
|
7,026
|
|
|
3,310
|
|
|
11,192
|
|
|
5,553
|
|
||||
Net gain on asset sales and inventory impairment
|
—
|
|
|
(1,002
|
)
|
|
(7
|
)
|
|
(2,067
|
)
|
||||
Consolidated Adjusted EBITDA
|
76,335
|
|
|
39,061
|
|
|
148,510
|
|
|
56,256
|
|
||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries
|
(3,683
|
)
|
|
(115
|
)
|
|
(5,899
|
)
|
|
(111
|
)
|
||||
Adjusted EBITDA attributable to Matador Resources Company shareholders
|
$
|
72,652
|
|
|
$
|
38,946
|
|
|
$
|
142,611
|
|
|
$
|
56,145
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
59,933
|
|
|
$
|
31,242
|
|
|
$
|
121,242
|
|
|
$
|
49,600
|
|
Net change in operating assets and liabilities
|
7,198
|
|
|
1,944
|
|
|
9,653
|
|
|
(6,117
|
)
|
||||
Interest expense, net of non-cash portion
|
9,204
|
|
|
5,875
|
|
|
17,615
|
|
|
12,773
|
|
||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries
|
(3,683
|
)
|
|
(115
|
)
|
|
(5,899
|
)
|
|
(111
|
)
|
||||
Adjusted EBITDA attributable to Matador Resources Company shareholders
|
$
|
72,652
|
|
|
$
|
38,946
|
|
|
$
|
142,611
|
|
|
$
|
56,145
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
Less
Than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More
Than
5 Years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolving credit borrowings, including letters of credit
(1)
|
$
|
821
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
821
|
|
|
$
|
—
|
|
Senior unsecured notes
(2)
|
575,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
575,000
|
|
|||||
Office leases
|
23,864
|
|
|
2,494
|
|
|
5,051
|
|
|
5,314
|
|
|
11,005
|
|
|||||
Non-operated drilling commitments
(3)
|
19,697
|
|
|
19,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Drilling rig contracts
(4)
|
41,974
|
|
|
27,295
|
|
|
14,679
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
|
23,094
|
|
|
703
|
|
|
572
|
|
|
3,737
|
|
|
18,082
|
|
|||||
Gas processing agreements with non-affiliates
(5)
|
11,858
|
|
|
3,795
|
|
|
8,063
|
|
|
—
|
|
|
—
|
|
|||||
Gathering, processing and disposal agreements with San Mateo
(6)
|
256,412
|
|
|
—
|
|
|
36,110
|
|
|
69,994
|
|
|
150,308
|
|
|||||
Natural gas plant engineering, procurement, construction and installation contract
(7)
|
47,026
|
|
|
47,026
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
999,746
|
|
|
$
|
101,010
|
|
|
$
|
64,475
|
|
|
$
|
79,866
|
|
|
$
|
754,395
|
|
(1)
|
At
June 30, 2017
, we had
no
borrowings outstanding under our Credit Agreement and approximately
$0.8 million
in outstanding letters of credit issued pursuant to the Credit Agreement. The Credit Agreement matures in October 2020.
|
(2)
|
The amounts included in the table above represent principal maturities only.
|
(3)
|
At
June 30, 2017
, we had outstanding commitments to participate in the drilling and completion of various non-operated wells. Our working interests in these wells are typically small, and certain of these wells were in progress at
June 30, 2017
. If all of these wells are drilled and completed, we will have minimum outstanding aggregate commitments for our participation in these wells of approximately
$19.7 million
at
June 30, 2017
, which we expect to incur within the next year.
|
(4)
|
We do not own or operate our own drilling rigs, but instead enter into contracts with third parties for such drilling rigs. See Note 10 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for more information regarding our contractual commitments.
|
(5)
|
Effective September 1, 2012, we entered into a firm five-year natural gas processing and transportation agreement for a significant portion of our operated natural gas production in South Texas. Effective October 1, 2015, we entered into a 15-year fixed-fee natural gas gathering and processing agreement for a
|
(6)
|
Effective February 1, 2017, we dedicated our current and future leasehold interests in the Rustler Breaks and Wolf asset areas pursuant to 15-year, fixed-fee natural gas, oil and salt water gathering agreements and salt water disposal agreements. In addition, effective February 1, 2017, we dedicated our current and future leasehold interests in the Rustler Breaks asset area pursuant to a 15-year, fixed-fee natural gas processing agreement. See Note 10 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for more information regarding our contractual commitments.
|
(7)
|
Beginning in May 2017, a subsidiary of San Mateo entered into certain agreements with third parties for the engineering, procurement, construction and installation of an expansion of the Black River Processing Plant, including required compression. See Note 10 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for more information regarding our contractual commitments.
|
Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs
|
|||||
April 1, 2017 to April 30, 2017
|
|
2,225
|
|
|
$
|
23.71
|
|
|
—
|
|
|
—
|
|
May 1, 2017 to May 31, 2017
|
|
2,530
|
|
|
22.84
|
|
|
—
|
|
|
—
|
|
|
June 1, 2017 to June 30, 2017
|
|
109
|
|
|
21.74
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,864
|
|
|
$
|
23.21
|
|
|
—
|
|
|
—
|
|
|
|
|
MATADOR RESOURCES COMPANY
|
|
|
|
|
Date: August 7, 2017
|
By:
|
|
/s/ Joseph Wm. Foran
|
|
|
|
Joseph Wm. Foran
|
|
|
|
Chairman and Chief Executive Officer
|
Date: August 7, 2017
|
By:
|
|
/s/ David E. Lancaster
|
|
|
|
David E. Lancaster
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
Certificate of Merger between Matador Resources Company (now known as MRC Energy Company) and Matador Merger Co. (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-1 filed on August 12, 2011).
|
|
|
|
3.2
|
|
Amended and Restated Certificate of Formation of Matador Resources Company (filed herewith).
|
|
|
|
3.3
|
|
Certificate of Amendment to the Amended and Restated Certificate of Formation of Matador Resources Company dated April 2, 2015 (filed herewith).
|
|
|
|
3.4
|
|
Certificate of Amendment to the Amended and Restated Certificate of Formation of Matador Resources Company effective June 2, 2017 (filed herewith).
|
|
|
|
3.5
|
|
Amended and Restated Bylaws of Matador Resources Company, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 23, 2016).
|
|
|
|
3.6
|
|
Statement of Resolutions for Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 2, 2015).
|
|
|
|
10.1
|
|
Form of Employment Agreement between Matador Resources Company and each of Billy E. Goodwin and G. Gregg Krug, effective February 19, 2016 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).
|
|
|
|
10.2
|
|
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 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 4, 2017).
|
|
|
|
10.3
|
|
Form of Restricted Stock Unit Award Agreement for Annual Grants relating to the Matador Resources Company Amended and Restated 2012 Long-Term Incentive Plan (filed herewith).
|
|
|
|
10.4
|
|
Form of Restricted Stock Unit Award Agreement for Annual Grants with delayed delivery relating to the Matador Resources Company Amended and Restated 2012 Long-Term Incentive Plan (filed herewith).
|
|
|
|
23.1
|
|
Consent of Netherland, Sewell & Associates, Inc. (filed herewith).
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
99.1
|
|
Audit report of Netherland, Sewell & Associates, Inc. (filed herewith).
|
|
|
|
101
|
|
The following financial information from Matador Resources Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets - Unaudited, (ii) the Condensed Consolidated Statements of Operations - Unaudited, (iii) the Condensed Consolidated Statement of Changes in Shareholders’ Equity - Unaudited, (iv) the Condensed Consolidated Statements of Cash Flows - Unaudited and (v) the Notes to Condensed Consolidated Financial Statements - Unaudited (submitted electronically herewith).
|
(1)
|
ARTICLE I of the Current Certificate is hereby amended to delete the defined term “Corporation.”
|
(2)
|
ARTICLE III of the Current Certificate is hereby amended to delete the defined term “TBOC.”
|
(3)
|
ARTICLE V of the Current Certificate is hereby amended to capitalize the term “Board of Directors.”
|
(4)
|
ARTICLE IV and ARTICLE VII of the Current Certificate are wholly amended as set forth in ARTICLE IV and ARTICLE VII of this Amended and Restated Certificate of Formation.
|
(5)
|
ARTICLE IX of the Current Certificate is hereby amended to change the number of directors from seven to eight and to list the names and addresses of the current directors of the Corporation, which as amended and restated shall read as follows:
|
|
|
|
Name
|
|
Address
|
Joseph Wm. Foran
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Charles L. Gummer
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Stephen A. Holditch
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
David M. Laney
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Gregory E. Mitchell
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Steven W. Ohnimus
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Michael C. Ryan
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Margaret B. Shannon
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240;”
|
(6)
|
ARTICLE XII is deleted in its entirety.
|
|
|
|
Name
|
|
Address
|
Joseph Wm. Foran
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Charles L. Gummer
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Stephen A. Holditch
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
David M. Laney
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Gregory E. Mitchell
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Steven W. Ohnimus
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Michael C. Ryan
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
|
|
Margaret B. Shannon
|
|
One Lincoln Centre
|
|
|
5400 LBJ Freeway, Suite 1500
|
|
|
Dallas, Texas 75240
|
|
/s/ Joseph Wm. Foran
|
Joseph Wm. Foran
Chief Executive Officer
|
MATADOR RESOURCES COMPANY
|
|
|
|
By:
|
/s/ Matthew V. Hairford
|
|
Name: Matthew V. Hairford
|
|
Title: President
|
MATADOR RESOURCES COMPANY
|
|
|
|
By:
|
/s/ Craig N. Adams
|
|
Name: Craig N. Adams
|
|
Title: Executive Vice President
|
|
|
Exhibit 23.1
|
|
|
|
NETHERLAND, SEWELL & ASSOCIATES, INC.
|
||
|
|
|
By:
|
|
/s/ G. Lance Binder, P.E.
|
|
|
G. Lance Binder, P.E.
|
|
|
Executive Vice President
|
August 7, 2017
|
/s/ Joseph Wm. Foran
|
|
|
Joseph Wm. Foran
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
August 7, 2017
|
/s/ David E. Lancaster
|
|
|
David E. Lancaster
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
August 7, 2017
|
/s/ Joseph Wm. Foran
|
|
|
Joseph Wm. Foran
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
August 7, 2017
|
/s/ David E. Lancaster
|
|
|
David E. Lancaster
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
Net Reserves
|
|
Future Net Revenue (M$)
|
||||
|
|
Oil
|
|
Gas
|
|
|
|
Present Worth
|
Category
|
|
(MBBL)
|
|
(MMCF)
|
|
Total
|
|
at 10%
|
|
|
|
|
|
|
|
|
|
Proved Developed Producing
|
|
27,780
|
|
158,498
|
|
961,581
|
|
660,489
|
Proved Developed Non-Producing
|
|
675
|
|
1,232
|
|
22,976
|
|
18,340
|
Proved Undeveloped
|
|
46,500
|
|
196,787
|
|
922,199
|
|
408,060
|
|
|
|
|
|
|
|
|
|
Total Proved
|
|
74,954
|
|
356,517
|
|
1,906,756
|
|
1,086,889
|