☒
|
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
|
75240
|
Dallas,
|
Texas
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
MTDR
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
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Page
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
59,950
|
|
|
$
|
64,545
|
|
Restricted cash
|
24,812
|
|
|
19,439
|
|
||
Accounts receivable
|
|
|
|
||||
Oil and natural gas revenues
|
66,921
|
|
|
68,161
|
|
||
Joint interest billings
|
61,872
|
|
|
61,831
|
|
||
Other
|
18,386
|
|
|
16,159
|
|
||
Derivative instruments
|
8,271
|
|
|
49,929
|
|
||
Lease and well equipment inventory
|
20,281
|
|
|
17,564
|
|
||
Prepaid expenses and other assets
|
12,891
|
|
|
8,057
|
|
||
Total current assets
|
273,384
|
|
|
305,685
|
|
||
Property and equipment, at cost
|
|
|
|
||||
Oil and natural gas properties, full-cost method
|
|
|
|
||||
Evaluated
|
4,094,417
|
|
|
3,780,236
|
|
||
Unproved and unevaluated
|
1,234,176
|
|
|
1,199,511
|
|
||
Midstream properties
|
492,420
|
|
|
428,025
|
|
||
Other property and equipment
|
25,170
|
|
|
22,041
|
|
||
Less accumulated depletion, depreciation and amortization
|
(2,462,840
|
)
|
|
(2,306,949
|
)
|
||
Net property and equipment
|
3,383,343
|
|
|
3,122,864
|
|
||
Other assets
|
|
|
|
||||
Derivative instruments
|
2,202
|
|
|
—
|
|
||
Deferred income taxes
|
7,149
|
|
|
20,457
|
|
||
Other assets
|
85,373
|
|
|
6,512
|
|
||
Total other assets
|
94,724
|
|
|
26,969
|
|
||
Total assets
|
$
|
3,751,451
|
|
|
$
|
3,455,518
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
19,821
|
|
|
$
|
66,970
|
|
Accrued liabilities
|
191,608
|
|
|
170,855
|
|
||
Royalties payable
|
66,130
|
|
|
64,776
|
|
||
Amounts due to affiliates
|
10,200
|
|
|
13,052
|
|
||
Advances from joint interest owners
|
4,725
|
|
|
10,968
|
|
||
Amounts due to joint ventures
|
1,588
|
|
|
2,373
|
|
||
Other current liabilities
|
42,703
|
|
|
1,028
|
|
||
Total current liabilities
|
336,775
|
|
|
330,022
|
|
||
Long-term liabilities
|
|
|
|
||||
Borrowings under Credit Agreement
|
205,000
|
|
|
40,000
|
|
||
Borrowings under San Mateo Credit Facility
|
240,000
|
|
|
220,000
|
|
||
Senior unsecured notes payable
|
1,038,625
|
|
|
1,037,837
|
|
||
Asset retirement obligations
|
30,686
|
|
|
29,736
|
|
||
Derivative instruments
|
189
|
|
|
83
|
|
||
Deferred income taxes
|
14,845
|
|
|
13,221
|
|
||
Other long-term liabilities
|
44,728
|
|
|
4,962
|
|
||
Total long-term liabilities
|
1,574,073
|
|
|
1,345,839
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
||||
Common stock - $0.01 par value, 160,000,000 shares authorized; 116,866,013 and 116,374,503 shares issued; and 116,647,704 and 116,353,590 shares outstanding, respectively
|
1,169
|
|
|
1,164
|
|
||
Additional paid-in capital
|
1,955,504
|
|
|
1,924,408
|
|
||
Accumulated deficit
|
(216,472
|
)
|
|
(236,277
|
)
|
||
Treasury stock, at cost, 218,309 and 20,913 shares, respectively
|
(3,724
|
)
|
|
(415
|
)
|
||
Total Matador Resources Company shareholders’ equity
|
1,736,477
|
|
|
1,688,880
|
|
||
Non-controlling interest in subsidiaries
|
104,126
|
|
|
90,777
|
|
||
Total shareholders’ equity
|
1,840,603
|
|
|
1,779,657
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,751,451
|
|
|
$
|
3,455,518
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas revenues
|
$
|
211,060
|
|
|
$
|
209,019
|
|
|
$
|
404,329
|
|
|
$
|
390,973
|
|
Third-party midstream services revenues
|
14,359
|
|
|
3,407
|
|
|
26,197
|
|
|
6,475
|
|
||||
Sales of purchased natural gas
|
8,963
|
|
|
—
|
|
|
20,194
|
|
|
—
|
|
||||
Realized gain (loss) on derivatives
|
1,165
|
|
|
(2,488
|
)
|
|
4,435
|
|
|
(6,746
|
)
|
||||
Unrealized gain (loss) on derivatives
|
6,157
|
|
|
1,429
|
|
|
(39,562
|
)
|
|
11,845
|
|
||||
Total revenues
|
241,704
|
|
|
211,367
|
|
|
415,593
|
|
|
402,547
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Production taxes, transportation and processing
|
21,542
|
|
|
20,110
|
|
|
41,207
|
|
|
37,901
|
|
||||
Lease operating
|
26,351
|
|
|
25,006
|
|
|
57,514
|
|
|
47,154
|
|
||||
Plant and other midstream services operating
|
8,422
|
|
|
5,676
|
|
|
17,738
|
|
|
9,896
|
|
||||
Purchased natural gas
|
8,172
|
|
|
—
|
|
|
18,806
|
|
|
—
|
|
||||
Depletion, depreciation and amortization
|
80,132
|
|
|
66,838
|
|
|
156,999
|
|
|
122,207
|
|
||||
Accretion of asset retirement obligations
|
420
|
|
|
375
|
|
|
834
|
|
|
739
|
|
||||
General and administrative
|
19,876
|
|
|
19,369
|
|
|
38,166
|
|
|
37,295
|
|
||||
Total expenses
|
164,915
|
|
|
137,374
|
|
|
331,264
|
|
|
255,192
|
|
||||
Operating income
|
76,789
|
|
|
73,993
|
|
|
84,329
|
|
|
147,355
|
|
||||
Other income (expense)
|
|
|
|
|
|
|
|
||||||||
Inventory impairment
|
(368
|
)
|
|
—
|
|
|
(368
|
)
|
|
—
|
|
||||
Interest expense
|
(18,068
|
)
|
|
(8,004
|
)
|
|
(35,997
|
)
|
|
(16,495
|
)
|
||||
Other expense
|
(423
|
)
|
|
(352
|
)
|
|
(532
|
)
|
|
(299
|
)
|
||||
Total other expense
|
(18,859
|
)
|
|
(8,356
|
)
|
|
(36,897
|
)
|
|
(16,794
|
)
|
||||
Income before income taxes
|
57,930
|
|
|
65,637
|
|
|
47,432
|
|
|
130,561
|
|
||||
Income tax provision
|
|
|
|
|
|
|
|
||||||||
Deferred
|
12,858
|
|
|
—
|
|
|
11,845
|
|
|
—
|
|
||||
Total income tax provision
|
12,858
|
|
|
—
|
|
|
11,845
|
|
|
—
|
|
||||
Net income
|
45,072
|
|
|
65,637
|
|
|
35,587
|
|
|
130,561
|
|
||||
Net income attributable to non-controlling interest in subsidiaries
|
(8,320
|
)
|
|
(5,831
|
)
|
|
(15,782
|
)
|
|
(10,861
|
)
|
||||
Net income attributable to Matador Resources Company shareholders
|
$
|
36,752
|
|
|
$
|
59,806
|
|
|
$
|
19,805
|
|
|
$
|
119,700
|
|
Earnings per common share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.32
|
|
|
$
|
0.53
|
|
|
$
|
0.17
|
|
|
$
|
1.08
|
|
Diluted
|
$
|
0.31
|
|
|
$
|
0.53
|
|
|
$
|
0.17
|
|
|
$
|
1.08
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
116,571
|
|
|
112,706
|
|
|
116,469
|
|
|
110,809
|
|
||||
Diluted
|
116,903
|
|
|
113,056
|
|
|
116,839
|
|
|
111,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2019
|
116,375
|
|
|
$
|
1,164
|
|
|
$
|
1,924,408
|
|
|
$
|
(236,277
|
)
|
|
21
|
|
|
$
|
(415
|
)
|
|
$
|
1,688,880
|
|
|
$
|
90,777
|
|
|
$
|
1,779,657
|
|
Issuance of common stock pursuant to employee stock compensation plan
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock pursuant to directors’ and advisors’ compensation plan
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense related to equity-based awards including amounts capitalized
|
—
|
|
|
—
|
|
|
5,802
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,802
|
|
|
—
|
|
|
5,802
|
|
|||||||
Stock options exercised, net of options forfeited in net share settlements
|
210
|
|
|
2
|
|
|
3,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,111
|
|
|
—
|
|
|
3,111
|
|
|||||||
Restricted stock forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
(3,170
|
)
|
|
(3,170
|
)
|
|
—
|
|
|
(3,170
|
)
|
|||||||
Contribution related to formation of San Mateo I, net of tax of $3.1 million (see Note 7)
|
—
|
|
|
—
|
|
|
11,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,613
|
|
|
—
|
|
|
11,613
|
|
|||||||
Contribution of property related to formation of San Mateo II (see Note 7)
|
—
|
|
|
—
|
|
|
(506
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(506
|
)
|
|
506
|
|
|
—
|
|
|||||||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
2,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,040
|
|
|
10,291
|
|
|
12,331
|
|
|||||||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,330
|
)
|
|
(8,330
|
)
|
|||||||
Current period net (loss) income
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,947
|
)
|
|
—
|
|
|
—
|
|
|
(16,947
|
)
|
|
7,462
|
|
|
(9,485
|
)
|
|||||||
Balance at March 31, 2019
|
116,594
|
|
|
1,166
|
|
|
1,946,466
|
|
|
(253,224
|
)
|
|
205
|
|
|
(3,585
|
)
|
|
1,690,823
|
|
|
100,706
|
|
|
1,791,529
|
|
|||||||
Issuance of common stock pursuant to employee stock compensation plan
|
220
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock pursuant to directors’ and advisors’ compensation plan
|
42
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense related to equity-based awards including amounts capitalized
|
—
|
|
|
—
|
|
|
5,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,762
|
|
|
—
|
|
|
5,762
|
|
|||||||
Stock options exercised, net of options forfeited in net share settlements
|
10
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
|||||||
Restricted stock forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(139
|
)
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|||||||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
3,090
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,090
|
|
|
4,410
|
|
|
7,500
|
|
|||||||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,310
|
)
|
|
(9,310
|
)
|
|||||||
Current period net income
|
—
|
|
|
—
|
|
|
—
|
|
|
36,752
|
|
|
—
|
|
|
—
|
|
|
36,752
|
|
|
8,320
|
|
|
45,072
|
|
|||||||
Balance at June 30, 2019
|
116,866
|
|
|
$
|
1,169
|
|
|
$
|
1,955,504
|
|
|
$
|
(216,472
|
)
|
|
218
|
|
|
$
|
(3,724
|
)
|
|
$
|
1,736,477
|
|
|
$
|
104,126
|
|
|
$
|
1,840,603
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2018
|
108,514
|
|
|
$
|
1,085
|
|
|
$
|
1,666,024
|
|
|
$
|
(510,484
|
)
|
|
3
|
|
|
$
|
(69
|
)
|
|
$
|
1,156,556
|
|
|
$
|
100,990
|
|
|
$
|
1,257,546
|
|
Issuance of common stock pursuant to employee stock compensation plan
|
697
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock pursuant to directors’ and advisors’ compensation plan
|
6
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense related to equity-based awards including amounts capitalized
|
—
|
|
|
—
|
|
|
5,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,390
|
|
|
—
|
|
|
5,390
|
|
|||||||
Stock options exercised, net of options forfeited in net share settlements
|
130
|
|
|
1
|
|
|
(1,918
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,917
|
)
|
|
—
|
|
|
(1,917
|
)
|
|||||||
Restricted stock forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
(2,377
|
)
|
|
(2,377
|
)
|
|
—
|
|
|
(2,377
|
)
|
|||||||
Contributions related to formation of San Mateo I (see Note 7)
|
—
|
|
|
—
|
|
|
14,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,700
|
|
|
—
|
|
|
14,700
|
|
|||||||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,400
|
|
|
29,400
|
|
|||||||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,900
|
)
|
|
(4,900
|
)
|
|||||||
Current period net income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,894
|
|
|
—
|
|
|
—
|
|
|
59,894
|
|
|
5,030
|
|
|
64,924
|
|
|||||||
Balance at March 31, 2018
|
109,347
|
|
|
1,094
|
|
|
1,684,188
|
|
|
(450,590
|
)
|
|
85
|
|
|
(2,446
|
)
|
|
1,232,246
|
|
|
130,520
|
|
|
1,362,766
|
|
|||||||
Issuance of common stock pursuant to employee stock compensation plan
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock
|
7,000
|
|
|
70
|
|
|
226,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226,612
|
|
|
—
|
|
|
226,612
|
|
|||||||
Cost to issue equity
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
|||||||
Issuance of common stock pursuant to directors’ and advisors’ compensation plan
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation expense related to equity-based awards including amounts capitalized
|
—
|
|
|
—
|
|
|
5,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,937
|
|
|
—
|
|
|
5,937
|
|
|||||||
Stock options exercised, net of options forfeited in net share settlements
|
24
|
|
|
1
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
—
|
|
|
301
|
|
|||||||
Restricted stock forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
(224
|
)
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
|||||||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,500
|
|
|
24,500
|
|
|||||||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,635
|
)
|
|
(5,635
|
)
|
|||||||
Current period net income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,806
|
|
|
—
|
|
|
—
|
|
|
59,806
|
|
|
5,831
|
|
|
65,637
|
|
|||||||
Balance at June 30, 2018
|
116,461
|
|
|
$
|
1,165
|
|
|
$
|
1,916,821
|
|
|
$
|
(390,784
|
)
|
|
103
|
|
|
$
|
(2,670
|
)
|
|
$
|
1,524,532
|
|
|
$
|
155,216
|
|
|
$
|
1,679,748
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
35,587
|
|
|
$
|
130,561
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Unrealized loss (gain) on derivatives
|
39,562
|
|
|
(11,845
|
)
|
||
Depletion, depreciation and amortization
|
156,999
|
|
|
122,207
|
|
||
Accretion of asset retirement obligations
|
834
|
|
|
739
|
|
||
Stock-based compensation expense
|
9,076
|
|
|
8,945
|
|
||
Deferred income tax provision
|
11,845
|
|
|
—
|
|
||
Amortization of debt issuance cost
|
1,189
|
|
|
411
|
|
||
Inventory impairment
|
368
|
|
|
—
|
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(378
|
)
|
|
(9,321
|
)
|
||
Lease and well equipment inventory
|
(3,456
|
)
|
|
(8,611
|
)
|
||
Prepaid expenses
|
(4,834
|
)
|
|
(2,167
|
)
|
||
Other assets
|
(415
|
)
|
|
(149
|
)
|
||
Accounts payable, accrued liabilities and other current liabilities
|
(48,746
|
)
|
|
(883
|
)
|
||
Royalties payable
|
1,353
|
|
|
8,393
|
|
||
Advances from joint interest owners
|
(6,243
|
)
|
|
16,025
|
|
||
Other long-term liabilities
|
1,756
|
|
|
(97
|
)
|
||
Net cash provided by operating activities
|
194,497
|
|
|
254,208
|
|
||
Investing activities
|
|
|
|
|
|
||
Oil and natural gas properties capital expenditures
|
(349,915
|
)
|
|
(421,595
|
)
|
||
Midstream capital expenditures
|
(64,106
|
)
|
|
(78,302
|
)
|
||
Expenditures for other property and equipment
|
(2,206
|
)
|
|
(1,258
|
)
|
||
Proceeds from sale of assets
|
21,533
|
|
|
7,593
|
|
||
Net cash used in investing activities
|
(394,694
|
)
|
|
(493,562
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Repayments of borrowings
|
—
|
|
|
(45,000
|
)
|
||
Borrowings under Credit Agreement
|
165,000
|
|
|
45,000
|
|
||
Borrowings under San Mateo Credit Facility
|
20,000
|
|
|
—
|
|
||
Cost to amend credit facilities
|
(415
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
—
|
|
|
226,612
|
|
||
Cost to issue equity
|
—
|
|
|
(73
|
)
|
||
Proceeds from stock options exercised
|
3,298
|
|
|
464
|
|
||
Contributions related to formation of San Mateo I
|
14,700
|
|
|
14,700
|
|
||
Contributions from non-controlling interest owners of less-than-wholly-owned subsidiaries
|
19,831
|
|
|
53,900
|
|
||
Distributions to non-controlling interest owners of less-than-wholly-owned subsidiaries
|
(17,640
|
)
|
|
(10,535
|
)
|
||
Taxes paid related to net share settlement of stock-based compensation
|
(3,309
|
)
|
|
(4,683
|
)
|
||
Cash paid under financing lease obligations
|
(490
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
200,975
|
|
|
280,385
|
|
||
Increase in cash and restricted cash
|
778
|
|
|
41,031
|
|
||
Cash and restricted cash at beginning of period
|
83,984
|
|
|
102,482
|
|
||
Cash and restricted cash at end of period
|
$
|
84,762
|
|
|
$
|
143,513
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information (Note 11)
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues from contracts with customers
|
$
|
234,382
|
|
|
$
|
212,426
|
|
|
$
|
450,720
|
|
|
$
|
397,448
|
|
Realized gain (loss) on derivatives
|
1,165
|
|
|
(2,488
|
)
|
|
4,435
|
|
|
(6,746
|
)
|
||||
Unrealized gain (loss) on derivatives
|
6,157
|
|
|
1,429
|
|
|
(39,562
|
)
|
|
11,845
|
|
||||
Total revenues
|
$
|
241,704
|
|
|
$
|
211,367
|
|
|
$
|
415,593
|
|
|
$
|
402,547
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Oil revenues
|
$
|
189,085
|
|
|
$
|
166,271
|
|
|
$
|
343,288
|
|
|
$
|
314,430
|
|
Natural gas revenues
|
21,975
|
|
|
42,748
|
|
|
61,041
|
|
|
76,543
|
|
||||
Third-party midstream services revenues
|
14,359
|
|
|
3,407
|
|
|
26,197
|
|
|
6,475
|
|
||||
Sales of purchased natural gas
|
8,963
|
|
|
—
|
|
|
20,194
|
|
|
—
|
|
||||
Total revenues from contracts with customers
|
$
|
234,382
|
|
|
$
|
212,426
|
|
|
$
|
450,720
|
|
|
$
|
397,448
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||
Basic
|
116,571
|
|
|
112,706
|
|
|
116,469
|
|
|
110,809
|
|
Dilutive effect of options and restricted stock units
|
332
|
|
|
350
|
|
|
370
|
|
|
471
|
|
Diluted weighted average common shares outstanding
|
116,903
|
|
|
113,056
|
|
|
116,839
|
|
|
111,280
|
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
Operating leases
|
|
|
|
||||
Lease operating
|
$
|
2,965
|
|
|
$
|
5,207
|
|
Plant and other midstream services
|
30
|
|
|
61
|
|
||
General and administrative
|
665
|
|
|
1,474
|
|
||
Total operating leases(1)
|
3,660
|
|
|
6,742
|
|
||
Short-term leases
|
|
|
|
||||
Lease operating
|
3,392
|
|
|
5,601
|
|
||
Plant and other midstream services
|
1,131
|
|
|
2,751
|
|
||
General and administrative
|
5
|
|
|
17
|
|
||
Total short-term leases(2)(3)
|
4,528
|
|
|
8,369
|
|
||
Financing leases
|
|
|
|
||||
Depreciation of assets
|
231
|
|
|
440
|
|
||
Interest on lease liabilities
|
33
|
|
|
64
|
|
||
Total financing leases
|
264
|
|
|
504
|
|
||
Total lease expense
|
$
|
8,452
|
|
|
$
|
15,615
|
|
(1)
|
Does not include gross payments related to drilling rig leases of $8.2 million and $13.5 million for the three and six months ended June 30, 2019, respectively, that were capitalized and recorded in “Oil and natural gas properties, full-cost method” in the interim unaudited condensed consolidated balance sheet at June 30, 2019.
|
(2)
|
These costs are related to leases that are not recorded as right of use assets or lease liabilities in the interim unaudited condensed consolidated balance sheet as they are short-term leases.
|
(3)
|
Does not include gross payments related to short-term drilling rig leases and other equipment rentals of $10.7 million and $37.2 million for the three and six months ended June 30, 2019, respectively, that were capitalized and recorded in “Oil and natural gas properties, full-cost method” in the interim unaudited condensed consolidated balance sheet at June 30, 2019.
|
|
|
June 30, 2019
|
||
Operating leases
|
|
|
||
Other assets
|
|
$
|
78,845
|
|
Other current liabilities
|
|
$
|
(40,870
|
)
|
Other long-term liabilities
|
|
(43,012
|
)
|
|
Total operating lease liabilities
|
|
$
|
(83,882
|
)
|
|
|
|
||
Financing leases
|
|
|
||
Other property and equipment, at cost
|
|
$
|
2,846
|
|
Accumulated depreciation
|
|
(865
|
)
|
|
Net property and equipment
|
|
$
|
1,981
|
|
Other current liabilities
|
|
$
|
(1,108
|
)
|
Other long-term liabilities
|
|
(1,146
|
)
|
|
Total financing lease liabilities
|
|
$
|
(2,254
|
)
|
|
|
Six Months Ended
June 30, 2019 |
||
Cash paid related to lease liabilities
|
|
|
||
Operating cash payments for operating leases
|
|
$
|
6,790
|
|
Investing cash payments for operating leases
|
|
$
|
13,509
|
|
Financing cash payments for financing leases
|
|
$
|
490
|
|
|
|
|
||
Right of use assets obtained in exchange for lease obligations entered into during the period
|
|
|
||
Operating leases
|
|
$
|
28,884
|
|
Financing leases
|
|
$
|
471
|
|
Weighted-Average Remaining Lease Term
|
|
June 30, 2019
|
Operating leases
|
|
3.0
|
Financing leases
|
|
2.6
|
|
|
June 30, 2019
|
||||||
|
|
Operating Leases
|
|
Financing Leases
|
||||
2019
|
|
$
|
22,075
|
|
|
$
|
493
|
|
2020
|
|
32,051
|
|
|
747
|
|
||
2021
|
|
19,981
|
|
|
581
|
|
||
2022
|
|
3,989
|
|
|
504
|
|
||
2023
|
|
3,234
|
|
|
—
|
|
||
Thereafter
|
|
7,679
|
|
|
—
|
|
||
Total lease payments
|
|
89,009
|
|
|
2,325
|
|
||
Less imputed interest
|
|
(5,127
|
)
|
|
(71
|
)
|
||
Total lease obligations
|
|
83,882
|
|
|
2,254
|
|
||
Less current obligations
|
|
(40,870
|
)
|
|
(1,108
|
)
|
||
Long-term lease obligations
|
|
$
|
43,012
|
|
|
$
|
1,146
|
|
|
|
December 31, 2018
|
||||||
|
|
Operating Leases
|
|
Financing Leases
|
||||
2019
|
|
$
|
39,457
|
|
|
$
|
1,240
|
|
2020
|
|
12,009
|
|
|
913
|
|
||
2021
|
|
3,513
|
|
|
534
|
|
||
2022
|
|
3,209
|
|
|
455
|
|
||
2023
|
|
3,234
|
|
|
—
|
|
||
Thereafter
|
|
7,680
|
|
|
—
|
|
||
Total lease payments
|
|
69,102
|
|
|
3,142
|
|
||
Less imputed interest
|
|
(4,300
|
)
|
|
(130
|
)
|
||
Total lease obligations
|
|
64,802
|
|
|
3,012
|
|
||
Less current obligations
|
|
(39,457
|
)
|
|
(1,240
|
)
|
||
Long-term lease obligations
|
|
$
|
25,345
|
|
|
$
|
1,772
|
|
Beginning asset retirement obligations
|
$
|
31,086
|
|
Liabilities incurred during period
|
1,427
|
|
|
Liabilities settled during period
|
(154
|
)
|
|
Divestitures during period
|
(951
|
)
|
|
Accretion expense
|
834
|
|
|
Ending asset retirement obligations
|
32,242
|
|
|
Less: current asset retirement obligations(1)
|
(1,556
|
)
|
|
Long-term asset retirement obligations
|
$
|
30,686
|
|
(1)
|
Included in accrued liabilities in the Company’s interim unaudited condensed consolidated balance sheet at June 30, 2019.
|
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
|
|
07/01/2019 - 12/31/2019
|
|
3,900,000
|
|
|
$
|
50.26
|
|
|
$
|
70.94
|
|
|
$
|
3,354
|
|
Oil
|
|
01/01/2020 - 12/31/2020
|
|
2,640,000
|
|
|
$
|
48.50
|
|
|
$
|
69.50
|
|
|
4,555
|
|
|
Natural Gas
|
|
07/01/2019 - 12/31/2019
|
|
1,200,000
|
|
|
$
|
2.50
|
|
|
$
|
3.80
|
|
|
272
|
|
|
Total open costless collar contracts
|
|
|
|
|
|
|
|
$
|
8,181
|
|
Commodity
|
|
Calculation Period
|
|
Notional Quantity (Bbl or MMBtu)
|
|
Weighted Average Price Floor ($/Bbl or $/MMBtu)
|
|
Weighted Average Price, Short Call ($/Bbl or $/MMBtu)
|
|
Weighted Average Price, Long Call ($/Bbl or $/MMBtu)
|
|
Fair Value of Asset (Liability) (thousands)
|
|||||||||
Oil
|
|
07/01/2019 - 12/31/2019
|
|
660,000
|
|
|
$
|
60.00
|
|
|
$
|
75.00
|
|
|
$
|
78.85
|
|
|
$
|
2,829
|
|
Natural Gas
|
|
07/01/2019 - 12/31/2019
|
|
2,400,000
|
|
|
$
|
2.50
|
|
|
$
|
3.00
|
|
|
$
|
3.24
|
|
|
528
|
|
|
Total open three-way costless collar contracts
|
|
|
|
|
|
|
|
$
|
3,357
|
|
Commodity
|
|
Calculation Period
|
|
Notional Quantity (Bbl)
|
|
Fixed Price
($/Bbl)
|
|
Fair Value of
Asset
(Liability)
(thousands)
|
|||||
Oil Basis Swaps
|
|
08/1/2019 - 12/31/2019
|
|
1,377,000
|
|
|
$
|
0.33
|
|
|
$
|
(39
|
)
|
Oil Basis Swaps
|
|
01/01/2020 - 12/31/2020
|
|
4,494,000
|
|
|
$
|
0.42
|
|
|
(1,215
|
)
|
|
Total open swap contracts
|
|
|
|
|
|
|
|
$
|
(1,254
|
)
|
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, 2019
|
|
|
|
|
|
|
||||||
Current assets
|
|
$
|
12,671
|
|
|
$
|
(4,400
|
)
|
|
$
|
8,271
|
|
Other assets
|
|
4,710
|
|
|
(2,508
|
)
|
|
2,202
|
|
|||
Current liabilities
|
|
(4,400
|
)
|
|
4,400
|
|
|
—
|
|
|||
Long-term liabilities
|
|
(2,697
|
)
|
|
2,508
|
|
|
(189
|
)
|
|||
Total
|
|
$
|
10,284
|
|
|
$
|
—
|
|
|
$
|
10,284
|
|
December 31, 2018
|
|
|
|
|
|
|
||||||
Current assets
|
|
$
|
53,136
|
|
|
$
|
(3,207
|
)
|
|
$
|
49,929
|
|
Current liabilities
|
|
(3,207
|
)
|
|
3,207
|
|
|
—
|
|
|||
Long-term liabilities
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
|||
Total
|
|
$
|
49,846
|
|
|
$
|
—
|
|
|
$
|
49,846
|
|
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 that 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, 2019 using |
||||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Oil derivatives and basis swaps
|
|
$
|
—
|
|
|
$
|
9,484
|
|
|
$
|
—
|
|
|
$
|
9,484
|
|
Natural gas derivatives
|
|
—
|
|
|
800
|
|
|
—
|
|
|
800
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
10,284
|
|
|
$
|
—
|
|
|
$
|
10,284
|
|
|
|
Fair Value Measurements at
December 31, 2018 using |
||||||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets (Liabilities)
|
|
|
|
|
|
|
|
|
||||||||
Oil derivatives and basis swaps
|
|
$
|
—
|
|
|
$
|
49,562
|
|
|
$
|
—
|
|
|
$
|
49,562
|
|
Natural gas derivatives
|
|
—
|
|
|
284
|
|
|
—
|
|
|
284
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
49,846
|
|
|
$
|
—
|
|
|
$
|
49,846
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Accrued evaluated and unproved and unevaluated property costs
|
$
|
100,014
|
|
|
$
|
86,318
|
|
Accrued midstream property costs
|
21,840
|
|
|
16,808
|
|
||
Accrued lease operating expenses
|
20,812
|
|
|
12,705
|
|
||
Accrued interest on debt
|
18,599
|
|
|
22,448
|
|
||
Accrued asset retirement obligations
|
1,556
|
|
|
1,350
|
|
||
Accrued partners’ share of joint interest charges
|
17,165
|
|
|
17,037
|
|
||
Other
|
11,622
|
|
|
14,189
|
|
||
Total accrued liabilities
|
$
|
191,608
|
|
|
$
|
170,855
|
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Cash paid for interest expense, net of amounts capitalized
|
$
|
37,632
|
|
|
$
|
14,286
|
|
Increase in asset retirement obligations related to mineral properties
|
$
|
321
|
|
|
$
|
834
|
|
Increase in asset retirement obligations related to midstream properties
|
$
|
283
|
|
|
$
|
296
|
|
Increase (decrease) in liabilities for oil and natural gas properties capital expenditures
|
$
|
13,536
|
|
|
$
|
(26,389
|
)
|
Increase (decrease) in liabilities for midstream properties capital expenditures
|
$
|
5,854
|
|
|
$
|
(2,371
|
)
|
Decrease in liabilities for accrued cost to issue equity
|
$
|
—
|
|
|
$
|
73
|
|
Transfer of inventory from oil and natural gas properties
|
$
|
370
|
|
|
$
|
343
|
|
Transfer of inventory to midstream properties
|
$
|
—
|
|
|
$
|
(2,390
|
)
|
|
Six Months Ended
June 30, |
||||||
|
2019
|
|
2018
|
||||
Cash
|
$
|
59,950
|
|
|
$
|
122,450
|
|
Restricted cash
|
24,812
|
|
|
21,063
|
|
||
Total cash and restricted cash
|
$
|
84,762
|
|
|
$
|
143,513
|
|
|
Exploration and Production
|
|
|
|
|
|
Consolidations and Eliminations
|
|
Consolidated Company
|
||||||||||
|
|
Midstream
|
|
Corporate
|
|
|
|||||||||||||
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
209,563
|
|
|
$
|
1,497
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
211,060
|
|
Midstream services revenues
|
—
|
|
|
32,166
|
|
|
—
|
|
|
(17,807
|
)
|
|
14,359
|
|
|||||
Sales of purchased natural gas
|
—
|
|
|
8,963
|
|
|
—
|
|
|
—
|
|
|
8,963
|
|
|||||
Realized gain on derivatives
|
1,165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,165
|
|
|||||
Unrealized loss on derivatives
|
6,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,157
|
|
|||||
Expenses(1)
|
141,514
|
|
|
23,425
|
|
|
17,783
|
|
|
(17,807
|
)
|
|
164,915
|
|
|||||
Operating income (loss)(2)
|
$
|
75,371
|
|
|
$
|
19,201
|
|
|
$
|
(17,783
|
)
|
|
$
|
—
|
|
|
$
|
76,789
|
|
Total assets
|
$
|
3,155,577
|
|
|
$
|
508,074
|
|
|
$
|
87,800
|
|
|
$
|
—
|
|
|
$
|
3,751,451
|
|
Capital expenditures(3)
|
$
|
166,532
|
|
|
$
|
41,707
|
|
|
$
|
1,400
|
|
|
$
|
—
|
|
|
$
|
209,639
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of $75.7 million and $3.8 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.6 million.
|
(2)
|
Includes $8.3 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
(3)
|
Includes $8.2 million attributable to land and seismic acquisition expenditures related to the exploration and production segment and $24.2 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, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
207,229
|
|
|
$
|
1,790
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
209,019
|
|
Midstream services revenues
|
—
|
|
|
19,896
|
|
|
—
|
|
|
(16,489
|
)
|
|
3,407
|
|
|||||
Realized loss on derivatives
|
(2,488
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,488
|
)
|
|||||
Unrealized gain on derivatives
|
1,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,429
|
|
|||||
Expenses(1)
|
126,025
|
|
|
9,363
|
|
|
18,475
|
|
|
(16,489
|
)
|
|
137,374
|
|
|||||
Operating income (loss)(2)
|
$
|
80,145
|
|
|
$
|
12,323
|
|
|
$
|
(18,475
|
)
|
|
$
|
—
|
|
|
$
|
73,993
|
|
Total assets
|
$
|
2,058,447
|
|
|
$
|
354,068
|
|
|
$
|
143,332
|
|
|
$
|
—
|
|
|
$
|
2,555,847
|
|
Capital expenditures(3)
|
$
|
199,345
|
|
|
$
|
32,900
|
|
|
$
|
732
|
|
|
$
|
—
|
|
|
$
|
232,977
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of $64.5 million and $2.3 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $25,000.
|
(2)
|
Includes $5.8 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
(3)
|
Includes $16.1 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, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
401,226
|
|
|
$
|
3,103
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
404,329
|
|
Midstream services revenues
|
—
|
|
|
62,420
|
|
|
—
|
|
|
(36,223
|
)
|
|
26,197
|
|
|||||
Sales of purchased natural gas
|
—
|
|
|
20,194
|
|
|
—
|
|
|
—
|
|
|
20,194
|
|
|||||
Realized gain on derivatives
|
4,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,435
|
|
|||||
Unrealized loss on derivatives
|
(39,562
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,562
|
)
|
|||||
Expenses(1)
|
283,493
|
|
|
49,260
|
|
|
34,734
|
|
|
(36,223
|
)
|
|
331,264
|
|
|||||
Operating income (loss)(2)
|
$
|
82,606
|
|
|
$
|
36,457
|
|
|
$
|
(34,734
|
)
|
|
$
|
—
|
|
|
$
|
84,329
|
|
Total assets
|
$
|
3,155,577
|
|
|
$
|
508,074
|
|
|
$
|
87,800
|
|
|
$
|
—
|
|
|
$
|
3,751,451
|
|
Capital expenditures(3)
|
$
|
364,143
|
|
|
$
|
71,139
|
|
|
$
|
2,206
|
|
|
$
|
—
|
|
|
$
|
437,488
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of $148.3 million and $7.5 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $1.2 million.
|
(2)
|
Includes $15.8 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
(3)
|
Includes $31.3 million attributable to land and seismic acquisition expenditures related to the exploration and production segment and $37.9 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, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas revenues
|
$
|
387,489
|
|
|
$
|
3,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
390,973
|
|
Midstream services revenues
|
—
|
|
|
35,708
|
|
|
—
|
|
|
(29,233
|
)
|
|
6,475
|
|
|||||
Realized loss on derivatives
|
(6,746
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,746
|
)
|
|||||
Unrealized gain on derivatives
|
11,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,845
|
|
|||||
Expenses(1)
|
232,180
|
|
|
16,561
|
|
|
35,684
|
|
|
(29,233
|
)
|
|
255,192
|
|
|||||
Operating income (loss)(2)
|
$
|
160,408
|
|
|
$
|
22,631
|
|
|
$
|
(35,684
|
)
|
|
$
|
—
|
|
|
$
|
147,355
|
|
Total assets
|
$
|
2,058,447
|
|
|
$
|
354,068
|
|
|
$
|
143,332
|
|
|
$
|
—
|
|
|
$
|
2,555,847
|
|
Capital expenditures(3)
|
$
|
388,790
|
|
|
$
|
78,617
|
|
|
$
|
1,258
|
|
|
$
|
—
|
|
|
$
|
468,665
|
|
(1)
|
Includes depletion, depreciation and amortization expenses of $117.8 million and $3.9 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.6 million.
|
(2)
|
Includes $10.9 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
(3)
|
Includes $38.5 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
|
Condensed Consolidating Balance Sheet
June 30, 2019 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
$
|
1,582,828
|
|
|
$
|
12,535
|
|
|
$
|
—
|
|
|
$
|
(1,595,363
|
)
|
|
$
|
—
|
|
Current assets
|
|
3,967
|
|
|
44,100
|
|
|
225,317
|
|
|
—
|
|
|
273,384
|
|
|||||
Net property and equipment
|
|
—
|
|
|
438,681
|
|
|
2,944,662
|
|
|
—
|
|
|
3,383,343
|
|
|||||
Investment in subsidiaries
|
|
1,211,056
|
|
|
—
|
|
|
109,227
|
|
|
(1,320,283
|
)
|
|
—
|
|
|||||
Long-term assets
|
|
10,589
|
|
|
1,700
|
|
|
92,004
|
|
|
(9,569
|
)
|
|
94,724
|
|
|||||
Total assets
|
|
$
|
2,808,440
|
|
|
$
|
497,016
|
|
|
$
|
3,371,210
|
|
|
$
|
(2,925,215
|
)
|
|
$
|
3,751,451
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany payable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,595,363
|
|
|
$
|
(1,595,363
|
)
|
|
$
|
—
|
|
Current liabilities
|
|
18,493
|
|
|
33,080
|
|
|
286,004
|
|
|
(802
|
)
|
|
336,775
|
|
|||||
Senior unsecured notes payable
|
|
1,038,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,038,625
|
|
|||||
Other long-term liabilities
|
|
14,845
|
|
|
250,583
|
|
|
278,787
|
|
|
(8,767
|
)
|
|
535,448
|
|
|||||
Total equity attributable to Matador Resources Company
|
|
1,736,477
|
|
|
109,227
|
|
|
1,211,056
|
|
|
(1,320,283
|
)
|
|
1,736,477
|
|
|||||
Non-controlling interest in subsidiaries
|
|
—
|
|
|
104,126
|
|
|
—
|
|
|
—
|
|
|
104,126
|
|
|||||
Total liabilities and equity
|
|
$
|
2,808,440
|
|
|
$
|
497,016
|
|
|
$
|
3,371,210
|
|
|
$
|
(2,925,215
|
)
|
|
$
|
3,751,451
|
|
Condensed Consolidating Balance Sheet
December 31, 2018 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany receivable
|
|
$
|
1,244,405
|
|
|
$
|
29,816
|
|
|
$
|
—
|
|
|
$
|
(1,274,221
|
)
|
|
$
|
—
|
|
Current assets
|
|
4,109
|
|
|
34,027
|
|
|
267,549
|
|
|
—
|
|
|
305,685
|
|
|||||
Net property and equipment
|
|
—
|
|
|
379,052
|
|
|
2,743,812
|
|
|
—
|
|
|
3,122,864
|
|
|||||
Investment in subsidiaries
|
|
1,490,401
|
|
|
—
|
|
|
95,346
|
|
|
(1,585,747
|
)
|
|
—
|
|
|||||
Long-term assets
|
|
23,897
|
|
|
1,479
|
|
|
11,095
|
|
|
(9,502
|
)
|
|
26,969
|
|
|||||
Total assets
|
|
$
|
2,762,812
|
|
|
$
|
444,374
|
|
|
$
|
3,117,802
|
|
|
$
|
(2,869,470
|
)
|
|
$
|
3,455,518
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany payable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,274,221
|
|
|
$
|
(1,274,221
|
)
|
|
$
|
—
|
|
Current liabilities
|
|
22,874
|
|
|
27,988
|
|
|
279,884
|
|
|
(724
|
)
|
|
330,022
|
|
|||||
Senior unsecured notes payable
|
|
1,037,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,037,837
|
|
|||||
Other long-term liabilities
|
|
13,221
|
|
|
230,263
|
|
|
73,296
|
|
|
(8,778
|
)
|
|
308,002
|
|
|||||
Total equity attributable to Matador Resources Company
|
|
1,688,880
|
|
|
95,346
|
|
|
1,490,401
|
|
|
(1,585,747
|
)
|
|
1,688,880
|
|
|||||
Non-controlling interest in subsidiaries
|
|
—
|
|
|
90,777
|
|
|
—
|
|
|
—
|
|
|
90,777
|
|
|||||
Total liabilities and equity
|
|
$
|
2,762,812
|
|
|
$
|
444,374
|
|
|
$
|
3,117,802
|
|
|
$
|
(2,869,470
|
)
|
|
$
|
3,455,518
|
|
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2019 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
41,720
|
|
|
$
|
216,885
|
|
|
$
|
(16,901
|
)
|
|
$
|
241,704
|
|
Total expenses
|
|
901
|
|
|
22,564
|
|
|
158,351
|
|
|
(16,901
|
)
|
|
164,915
|
|
|||||
Operating (loss) income
|
|
(901
|
)
|
|
19,156
|
|
|
58,534
|
|
|
—
|
|
|
76,789
|
|
|||||
Inventory impairment
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|
—
|
|
|
(368
|
)
|
|||||
Interest expense
|
|
(15,888
|
)
|
|
(2,180
|
)
|
|
—
|
|
|
—
|
|
|
(18,068
|
)
|
|||||
Other income (expense)
|
|
—
|
|
|
3
|
|
|
(426
|
)
|
|
—
|
|
|
(423
|
)
|
|||||
Earnings in subsidiaries
|
|
66,399
|
|
|
—
|
|
|
8,659
|
|
|
(75,058
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
49,610
|
|
|
16,979
|
|
|
66,399
|
|
|
(75,058
|
)
|
|
57,930
|
|
|||||
Total income tax provision
|
|
12,858
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,858
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(8,320
|
)
|
|
—
|
|
|
—
|
|
|
(8,320
|
)
|
|||||
Net income attributable to Matador Resources Company shareholders
|
|
$
|
36,752
|
|
|
$
|
8,659
|
|
|
$
|
66,399
|
|
|
$
|
(75,058
|
)
|
|
$
|
36,752
|
|
Condensed Consolidating Statement of Operations
For the Three Months Ended June 30, 2018 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
21,356
|
|
|
$
|
206,219
|
|
|
$
|
(16,208
|
)
|
|
$
|
211,367
|
|
Total expenses
|
|
1,178
|
|
|
9,466
|
|
|
142,938
|
|
|
(16,208
|
)
|
|
137,374
|
|
|||||
Operating (loss) income
|
|
(1,178
|
)
|
|
11,890
|
|
|
63,281
|
|
|
—
|
|
|
73,993
|
|
|||||
Interest expense
|
|
(8,004
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,004
|
)
|
|||||
Other income (expense)
|
|
—
|
|
|
11
|
|
|
(363
|
)
|
|
—
|
|
|
(352
|
)
|
|||||
Earnings in subsidiaries
|
|
68,988
|
|
|
—
|
|
|
6,070
|
|
|
(75,058
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
59,806
|
|
|
11,901
|
|
|
68,988
|
|
|
(75,058
|
)
|
|
65,637
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(5,831
|
)
|
|
—
|
|
|
—
|
|
|
(5,831
|
)
|
|||||
Net income attributable to Matador Resources Company shareholders
|
|
$
|
59,806
|
|
|
$
|
6,070
|
|
|
$
|
68,988
|
|
|
$
|
(75,058
|
)
|
|
$
|
59,806
|
|
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2019 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
84,596
|
|
|
$
|
366,133
|
|
|
$
|
(35,136
|
)
|
|
$
|
415,593
|
|
Total expenses
|
|
1,936
|
|
|
48,069
|
|
|
316,395
|
|
|
(35,136
|
)
|
|
331,264
|
|
|||||
Operating (loss) income
|
|
(1,936
|
)
|
|
36,527
|
|
|
49,738
|
|
|
—
|
|
|
84,329
|
|
|||||
Inventory impairment
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|
—
|
|
|
(368
|
)
|
|||||
Interest expense
|
|
(31,675
|
)
|
|
(4,322
|
)
|
|
—
|
|
|
—
|
|
|
(35,997
|
)
|
|||||
Other income (expense)
|
|
—
|
|
|
3
|
|
|
(535
|
)
|
|
—
|
|
|
(532
|
)
|
|||||
Earnings in subsidiaries
|
|
65,261
|
|
|
—
|
|
|
16,426
|
|
|
(81,687
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
31,650
|
|
|
32,208
|
|
|
65,261
|
|
|
(81,687
|
)
|
|
47,432
|
|
|||||
Total income tax provision
|
|
11,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,845
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(15,782
|
)
|
|
—
|
|
|
—
|
|
|
(15,782
|
)
|
|||||
Net income attributable to Matador Resources Company shareholders
|
|
$
|
19,805
|
|
|
$
|
16,426
|
|
|
$
|
65,261
|
|
|
$
|
(81,687
|
)
|
|
$
|
19,805
|
|
Condensed Consolidating Statement of Operations
For the Six Months Ended June 30, 2018 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
38,550
|
|
|
$
|
392,699
|
|
|
$
|
(28,702
|
)
|
|
$
|
402,547
|
|
Total expenses
|
|
2,412
|
|
|
16,394
|
|
|
265,088
|
|
|
(28,702
|
)
|
|
255,192
|
|
|||||
Operating (loss) income
|
|
(2,412
|
)
|
|
22,156
|
|
|
127,611
|
|
|
—
|
|
|
147,355
|
|
|||||
Interest expense
|
|
(16,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,495
|
)
|
|||||
Other income (expense)
|
|
6
|
|
|
11
|
|
|
(316
|
)
|
|
—
|
|
|
(299
|
)
|
|||||
Earnings in subsidiaries
|
|
138,601
|
|
|
—
|
|
|
11,306
|
|
|
(149,907
|
)
|
|
—
|
|
|||||
Income before income taxes
|
|
119,700
|
|
|
22,167
|
|
|
138,601
|
|
|
(149,907
|
)
|
|
130,561
|
|
|||||
Net income attributable to non-controlling interest in subsidiaries
|
|
—
|
|
|
(10,861
|
)
|
|
—
|
|
|
—
|
|
|
(10,861
|
)
|
|||||
Net income attributable to Matador Resources Company shareholders
|
|
$
|
119,700
|
|
|
$
|
11,306
|
|
|
$
|
138,601
|
|
|
$
|
(149,907
|
)
|
|
$
|
119,700
|
|
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2019 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(109
|
)
|
|
$
|
51,266
|
|
|
$
|
143,340
|
|
|
$
|
—
|
|
|
$
|
194,497
|
|
Net cash used in investing activities
|
|
—
|
|
|
(59,309
|
)
|
|
(327,195
|
)
|
|
(8,190
|
)
|
|
(394,694
|
)
|
|||||
Net cash provided by financing activities
|
|
—
|
|
|
13,584
|
|
|
179,201
|
|
|
8,190
|
|
|
200,975
|
|
|||||
(Decrease) increase in cash and restricted cash
|
|
(109
|
)
|
|
5,541
|
|
|
(4,654
|
)
|
|
—
|
|
|
778
|
|
|||||
Cash and restricted cash at beginning of period
|
|
456
|
|
|
18,841
|
|
|
64,687
|
|
|
—
|
|
|
83,984
|
|
|||||
Cash and restricted cash at end of period
|
|
$
|
347
|
|
|
$
|
24,382
|
|
|
$
|
60,033
|
|
|
$
|
—
|
|
|
$
|
84,762
|
|
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended June 30, 2018 |
||||||||||||||||||||
|
|
Matador
|
|
Non-Guarantor Subsidiaries
|
|
Guarantor Subsidiaries
|
|
Eliminating Entries
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(224,441
|
)
|
|
$
|
10,225
|
|
|
$
|
468,424
|
|
|
$
|
—
|
|
|
$
|
254,208
|
|
Net cash used in investing activities
|
|
—
|
|
|
(79,119
|
)
|
|
(454,478
|
)
|
|
40,035
|
|
|
(493,562
|
)
|
|||||
Net cash provided by financing activities
|
|
226,539
|
|
|
83,400
|
|
|
10,481
|
|
|
(40,035
|
)
|
|
280,385
|
|
|||||
Increase in cash and restricted cash
|
|
2,098
|
|
|
14,506
|
|
|
24,427
|
|
|
—
|
|
|
41,031
|
|
|||||
Cash and restricted cash at beginning of period
|
|
286
|
|
|
5,663
|
|
|
96,533
|
|
|
—
|
|
|
102,482
|
|
|||||
Cash and restricted cash at end of period
|
|
$
|
2,384
|
|
|
$
|
20,169
|
|
|
$
|
120,960
|
|
|
$
|
—
|
|
|
$
|
143,513
|
|
•
|
our business strategy;
|
•
|
our estimated future reserves and the present value thereof;
|
•
|
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 San Mateo to construct and operate midstream facilities, including the operation and expansion of our Black River cryogenic natural gas processing plant and the drilling of additional salt water disposal wells;
|
•
|
the ability of San Mateo 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;
|
•
|
our technology;
|
•
|
environmental liabilities;
|
•
|
counterparty credit risk;
|
•
|
developments in oil-producing and natural gas-producing countries;
|
•
|
our future operating results; and
|
•
|
our plans, objectives, expectations and intentions contained in this Quarterly Report or in our other filings with the SEC that are not historical.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
||||||||
Revenues (in thousands):(1)
|
|
|
|
|
|
|
|
||||||||
Oil
|
$
|
189,085
|
|
|
$
|
166,271
|
|
|
$
|
343,288
|
|
|
$
|
314,430
|
|
Natural gas
|
21,975
|
|
|
42,748
|
|
|
61,041
|
|
|
76,543
|
|
||||
Total oil and natural gas revenues
|
211,060
|
|
|
209,019
|
|
|
404,329
|
|
|
390,973
|
|
||||
Third-party midstream services revenues
|
14,359
|
|
|
3,407
|
|
|
26,197
|
|
|
6,475
|
|
||||
Sales of purchased natural gas
|
8,963
|
|
|
—
|
|
|
20,194
|
|
|
—
|
|
||||
Realized gain (loss) on derivatives
|
1,165
|
|
|
(2,488
|
)
|
|
4,435
|
|
|
(6,746
|
)
|
||||
Unrealized gain (loss) on derivatives
|
6,157
|
|
|
1,429
|
|
|
(39,562
|
)
|
|
11,845
|
|
||||
Total revenues
|
$
|
241,704
|
|
|
$
|
211,367
|
|
|
$
|
415,593
|
|
|
$
|
402,547
|
|
Net Production Volumes:(1)
|
|
|
|
|
|
|
|
||||||||
Oil (MBbl)(2)
|
3,346
|
|
|
2,706
|
|
|
6,452
|
|
|
5,088
|
|
||||
Natural gas (Bcf)(3)
|
13.4
|
|
|
12.7
|
|
|
27.1
|
|
|
22.8
|
|
||||
Total oil equivalent (MBOE)(4)
|
5,577
|
|
|
4,817
|
|
|
10,972
|
|
|
8,892
|
|
||||
Average daily production (BOE/d)(5)
|
61,290
|
|
|
52,937
|
|
|
60,619
|
|
|
49,126
|
|
||||
Average Sales Prices:
|
|
|
|
|
|
|
|
||||||||
Oil, without realized derivatives (per Bbl)
|
$
|
56.51
|
|
|
$
|
61.44
|
|
|
$
|
53.20
|
|
|
$
|
61.80
|
|
Oil, with realized derivatives (per Bbl)
|
$
|
56.86
|
|
|
$
|
60.52
|
|
|
$
|
53.91
|
|
|
$
|
60.46
|
|
Natural gas, without realized derivatives (per Mcf)
|
$
|
1.64
|
|
|
$
|
3.38
|
|
|
$
|
2.25
|
|
|
$
|
3.35
|
|
Natural gas, with realized derivatives (per Mcf)
|
$
|
1.64
|
|
|
$
|
3.38
|
|
|
$
|
2.25
|
|
|
$
|
3.36
|
|
(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)
|
One thousand barrels of oil.
|
(3)
|
One billion cubic feet of natural gas.
|
(4)
|
One thousand barrels of oil equivalent, estimated using a conversion ratio of one Bbl of oil per six Mcf of natural gas.
|
(5)
|
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)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Production taxes, transportation and processing
|
$
|
21,542
|
|
|
$
|
20,110
|
|
|
$
|
41,207
|
|
|
$
|
37,901
|
|
Lease operating
|
26,351
|
|
|
25,006
|
|
|
57,514
|
|
|
47,154
|
|
||||
Plant and other midstream services operating
|
8,422
|
|
|
5,676
|
|
|
17,738
|
|
|
9,896
|
|
||||
Purchased natural gas
|
8,172
|
|
|
—
|
|
|
18,806
|
|
|
—
|
|
||||
Depletion, depreciation and amortization
|
80,132
|
|
|
66,838
|
|
|
156,999
|
|
|
122,207
|
|
||||
Accretion of asset retirement obligations
|
420
|
|
|
375
|
|
|
834
|
|
|
739
|
|
||||
General and administrative
|
19,876
|
|
|
19,369
|
|
|
38,166
|
|
|
37,295
|
|
||||
Total expenses
|
164,915
|
|
|
137,374
|
|
|
331,264
|
|
|
255,192
|
|
||||
Operating income
|
76,789
|
|
|
73,993
|
|
|
84,329
|
|
|
147,355
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Inventory impairment
|
(368
|
)
|
|
—
|
|
|
(368
|
)
|
|
—
|
|
||||
Interest expense
|
(18,068
|
)
|
|
(8,004
|
)
|
|
(35,997
|
)
|
|
(16,495
|
)
|
||||
Other expense
|
(423
|
)
|
|
(352
|
)
|
|
(532
|
)
|
|
(299
|
)
|
||||
Total other expense
|
(18,859
|
)
|
|
(8,356
|
)
|
|
(36,897
|
)
|
|
(16,794
|
)
|
||||
Net income
|
57,930
|
|
|
65,637
|
|
|
47,432
|
|
|
130,561
|
|
||||
Total income tax provision
|
12,858
|
|
|
—
|
|
|
11,845
|
|
|
—
|
|
||||
Net income attributable to non-controlling interest in subsidiaries
|
(8,320
|
)
|
|
(5,831
|
)
|
|
(15,782
|
)
|
|
(10,861
|
)
|
||||
Net income attributable to Matador Resources Company shareholders
|
$
|
36,752
|
|
|
$
|
59,806
|
|
|
$
|
19,805
|
|
|
$
|
119,700
|
|
Expenses per BOE:
|
|
|
|
|
|
|
|
||||||||
Production taxes, transportation and processing
|
$
|
3.86
|
|
|
$
|
4.17
|
|
|
$
|
3.76
|
|
|
$
|
4.26
|
|
Lease operating
|
$
|
4.72
|
|
|
$
|
5.19
|
|
|
$
|
5.24
|
|
|
$
|
5.30
|
|
Plant and other midstream services operating
|
$
|
1.51
|
|
|
$
|
1.18
|
|
|
$
|
1.62
|
|
|
$
|
1.11
|
|
Depletion, depreciation and amortization
|
$
|
14.37
|
|
|
$
|
13.87
|
|
|
$
|
14.31
|
|
|
$
|
13.74
|
|
General and administrative
|
$
|
3.56
|
|
|
$
|
4.02
|
|
|
$
|
3.48
|
|
|
$
|
4.19
|
|
|
Six Months Ended
June 30, |
||||||
(In thousands)
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
194,497
|
|
|
$
|
254,208
|
|
Net cash used in investing activities
|
(394,694
|
)
|
|
(493,562
|
)
|
||
Net cash provided by financing activities
|
200,975
|
|
|
280,385
|
|
||
Net change in cash and restricted cash
|
$
|
778
|
|
|
$
|
41,031
|
|
Adjusted EBITDA attributable to Matador Resources Company shareholders(1)
|
$
|
268,943
|
|
|
$
|
254,592
|
|
(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)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Income:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Matador Resources Company shareholders
|
$
|
36,752
|
|
|
$
|
59,806
|
|
|
$
|
19,805
|
|
|
$
|
119,700
|
|
Net income attributable to non-controlling interest in subsidiaries
|
8,320
|
|
|
5,831
|
|
|
15,782
|
|
|
10,861
|
|
||||
Net income
|
45,072
|
|
|
65,637
|
|
|
35,587
|
|
|
130,561
|
|
||||
Interest expense
|
18,068
|
|
|
8,004
|
|
|
35,997
|
|
|
16,495
|
|
||||
Total income tax provision
|
12,858
|
|
|
—
|
|
|
11,845
|
|
|
—
|
|
||||
Depletion, depreciation and amortization
|
80,132
|
|
|
66,838
|
|
|
156,999
|
|
|
122,207
|
|
||||
Accretion of asset retirement obligations
|
420
|
|
|
375
|
|
|
834
|
|
|
739
|
|
||||
Unrealized (gain) loss on derivatives
|
(6,157
|
)
|
|
(1,429
|
)
|
|
39,562
|
|
|
(11,845
|
)
|
||||
Stock-based compensation expense
|
4,490
|
|
|
4,766
|
|
|
9,076
|
|
|
8,945
|
|
||||
Inventory impairment
|
368
|
|
|
—
|
|
|
368
|
|
|
—
|
|
||||
Consolidated Adjusted EBITDA
|
155,251
|
|
|
144,191
|
|
|
290,268
|
|
|
267,102
|
|
||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries
|
(11,147
|
)
|
|
(6,853
|
)
|
|
(21,325
|
)
|
|
(12,510
|
)
|
||||
Adjusted EBITDA attributable to Matador Resources Company shareholders
|
$
|
144,104
|
|
|
$
|
137,338
|
|
|
$
|
268,943
|
|
|
$
|
254,592
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Unaudited Adjusted EBITDA Reconciliation to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
135,257
|
|
|
$
|
118,059
|
|
|
$
|
194,497
|
|
|
$
|
254,208
|
|
Net change in operating assets and liabilities
|
2,472
|
|
|
18,174
|
|
|
60,963
|
|
|
(3,190
|
)
|
||||
Interest expense, net of non-cash portion
|
17,522
|
|
|
7,958
|
|
|
34,808
|
|
|
16,084
|
|
||||
Adjusted EBITDA attributable to non-controlling interest in subsidiaries
|
(11,147
|
)
|
|
(6,853
|
)
|
|
(21,325
|
)
|
|
(12,510
|
)
|
||||
Adjusted EBITDA attributable to Matador Resources Company shareholders
|
$
|
144,104
|
|
|
$
|
137,338
|
|
|
$
|
268,943
|
|
|
$
|
254,592
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In thousands)
|
Total
|
|
Less
Than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More
Than
5 Years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings under credit agreements and facilities, including letters of credit(1)
|
$
|
474,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
474,871
|
|
|
$
|
—
|
|
Senior unsecured notes(2)
|
1,050,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050,000
|
|
|||||
Office leases
|
28,112
|
|
|
3,724
|
|
|
7,963
|
|
|
8,415
|
|
|
8,010
|
|
|||||
Non-operated drilling commitments(3)
|
51,719
|
|
|
51,719
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||
Drilling rig contracts(4)
|
39,127
|
|
|
23,870
|
|
|
15,257
|
|
|
—
|
|
|
—
|
|
|||||
Asset retirement obligations
|
32,242
|
|
|
1,556
|
|
|
2,441
|
|
|
537
|
|
|
27,708
|
|
|||||
Natural gas transportation, gathering and processing agreements with non-affiliates(5)
|
554,863
|
|
|
43,786
|
|
|
113,567
|
|
|
113,598
|
|
|
283,912
|
|
|||||
Gathering, processing and disposal agreements with San Mateo(6)
|
547,514
|
|
|
—
|
|
|
96,517
|
|
|
163,408
|
|
|
287,589
|
|
|||||
Natural gas engineering, construction and installation contract(7)
|
71,820
|
|
|
71,820
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
2,850,268
|
|
|
$
|
196,475
|
|
|
$
|
235,745
|
|
|
$
|
760,829
|
|
|
$
|
1,657,219
|
|
(1)
|
The amounts included in the table above represent principal maturities only. At June 30, 2019, we had $205.0 million in borrowings outstanding under our Credit Agreement and approximately $13.6 million in outstanding letters of credit issued pursuant to the Credit Agreement. The Credit Agreement matures in October 2023. At June 30, 2019, San Mateo I had $240.0 million of borrowings outstanding under the San Mateo Credit Facility and approximately $16.2 million in outstanding letters of credit issued pursuant to the San Mateo Credit Facility. The San Mateo Credit Facility matures in December 2023. Assuming the amounts outstanding and interest rates of 3.64% and 4.16% (for the Credit Agreement and the San Mateo Credit Facility), respectively, at June 30, 2019, the interest expense is expected to be approximately $7.5 million and $10.0 million each year until maturity.
|
(2)
|
The amounts included in the table above represent principal maturities only. Interest expense on the $1.05 billion of Notes that were outstanding as of June 30, 2019 is expected to be approximately $61.7 million each year until maturity.
|
(3)
|
At June 30, 2019, 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, 2019. If all of these wells are drilled and completed, we will have minimum outstanding aggregate commitments for our participation in these wells of approximately $51.7 million at June 30, 2019, which we expect to incur within the next 12 months.
|
(4)
|
We do not own or operate our own drilling rigs but instead enter into contracts with third parties for such drilling rigs.
|
(5)
|
From time to time, we enter into agreements with third parties whereby we commit to deliver anticipated natural gas and oil production and salt water from certain portions of our acreage for gathering, transportation, processing, fractionation, sales and, in the case of salt water, disposal. Certain of these
|
(6)
|
In February 2017, in connection with the formation of San Mateo I, we dedicated our current and certain 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 certain future leasehold interests in the Rustler Breaks asset area pursuant to a 15-year, fixed-fee natural gas processing agreement. In February 2019, in connection with the formation of San Mateo II, we dedicated our current and certain future leasehold interests in the Greater Stebbins Area and the Stateline asset area pursuant to 15-year, fixed-fee agreements for oil, natural gas and salt water gathering, natural gas processing and salt water disposal. See Note 10 to the interim unaudited condensed consolidated financial statements in this Quarterly Report for more information about these contractual commitments.
|
(7)
|
Beginning in June 2019, a subsidiary of San Mateo II entered into an agreement 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 about these 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, 2019 to April 30, 2019
|
|
1,526
|
|
|
$
|
20.04
|
|
|
—
|
|
|
—
|
|
May 1, 2019 to May 31, 2019
|
|
1,460
|
|
|
$
|
19.03
|
|
|
—
|
|
|
—
|
|
June 1, 2019 to June 30, 2019
|
|
1,026
|
|
|
$
|
19.00
|
|
|
—
|
|
|
—
|
|
Total
|
|
4,012
|
|
|
$
|
19.41
|
|
|
—
|
|
|
—
|
|
(1)
|
The shares were not re-acquired pursuant to any repurchase plan or program. The Company re-acquired shares of common stock from certain employees in order to satisfy the employees’ tax liability in connection with the vesting of restricted stock.
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
10.1†
|
|
|
|
|
|
10.2†
|
|
|
|
|
|
10.3†
|
|
|
|
|
|
10.4†
|
|
|
|
|
|
10.5†
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101
|
|
The following financial information from Matador Resources Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 formatted in Inline XBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets - Unaudited, (ii) the Condensed Consolidated Statements of Operations - Unaudited, (iii) the Condensed Consolidated Statements 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).
|
|
|
|
104
|
|
Cover Page Interactive Data File, formatted in Inline XBRL.
|
|
|
|
†
|
|
Indicates a management contract or compensatory plan or arrangement.
|
|
|
|
MATADOR RESOURCES COMPANY
|
|
|
|
|
Date: August 2, 2019
|
By:
|
|
/s/ Joseph Wm. Foran
|
|
|
|
Joseph Wm. Foran
|
|
|
|
Chairman and Chief Executive Officer
|
Date: August 2, 2019
|
By:
|
|
/s/ David E. Lancaster
|
|
|
|
David E. Lancaster
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
COMPANY:
|
|
|
|
|
|
|
|
|
|
MATADOR RESOURCES COMPANY:
|
|
|
|
|
|
|
|
|
|
By:__________________________________________
|
|
|
|
|
Name: David E. Lancaster
|
|
|
|
|
Title: Executive Vice President
|
|
|
|
|
|
|
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
|
|
|
_____________________________________________
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
Name: [NAME]
|
|
|
|
|
Address: [ADDRESS]
|
|
|
|
COMPANY:
|
|
|
|
|
|
|
|
MATADOR RESOURCES COMPANY:
|
|
|
|
|
|
|
|
By:________________________________________
|
|
|
|
Name: David E. Lancaster
|
|
|
|
Title: Executive Vice President
|
|
|
|
|
|
|
|
PARTICIPANT:
|
|
|
|
|
|
|
|
___________________________________________
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Name: [NAME]
|
|
|
|
Address: [ADDRESS]
|
1.
|
Section 9(a)(ii) of the Agreement is amended by replacing the words “twelve (12) months” with “twenty-four (24) months.”
|
2.
|
Section 14(b) of the Agreement is restated in its entirety to provide as follows:
|
3.
|
Section 14(c) of the Agreement is restated in its entirety to provide as follows:
|
|
|
|
MATADOR RESOURCES COMPANY
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph Wm. Foran
|
|
|
|
|
Joseph Wm. Foran
|
|
|
|
|
Chairman of the Board and Chief Officer
|
|
|
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
/s/ G. Gregg Krug
|
|
|
|
|
G. Gregg Krug, individually
|
|
|
|
|
|
|
1.
|
Section 3 of the Agreement is restated in its entirety to provide as follows:
|
3.
|
Term. Employee’s employment shall be under the terms and conditions of this Agreement and shall expire on December 31, 2020 (the “Term”), subject to earlier termination as provided herein. Employee acknowledges and agrees that if he remains employed hereunder immediately prior to expiration of the Term, his employment with the Company shall automatically terminate at 12:00 a.m. central time on the expiration of the Term, and he shall be entitled to receive from the Company only (a) those payments set forth in Section 14(a) of this Agreement, and (b) any vested benefits to which he may be entitled under the Company’s benefit plans and programs, which amounts shall be paid in accordance with the terms of such plans and programs.
|
2.
|
The second sentence of Section 9(a) of the Agreement is restated in its entirety to provide as follows:
|
|
|
|
MATADOR RESOURCES COMPANY
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph Wm. Foran
|
|
|
|
|
Joseph Wm. Foran
|
|
|
|
|
Chairman of the Board and Chief Officer
|
|
|
|
|
Executive Officer
|
|
|
|
|
|
|
|
|
EMPLOYEE
|
|
|
|
|
|
|
|
|
|
/s/ Bradley M. Robinson
|
|
|
|
|
Bradley M. Robinson, individually
|
|
|
|
|
|
|
August 2, 2019
|
/s/ Joseph Wm. Foran
|
|
|
Joseph Wm. Foran
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
August 2, 2019
|
/s/ David E. Lancaster
|
|
|
David E. Lancaster
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
August 2, 2019
|
/s/ Joseph Wm. Foran
|
|
|
Joseph Wm. Foran
|
|
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
August 2, 2019
|
/s/ David E. Lancaster
|
|
|
David E. Lancaster
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|