DEBT

At June 30, 2017 and August 2, 2017, the Company had $575.0 million of outstanding 6.875% senior notes due 2023, no borrowings outstanding under the Company’s revolving credit agreement (the “Credit Agreement”) and approximately $0.8 million in outstanding letters of credit issued pursuant to the Credit Agreement.

Credit Agreement

The borrowing base under the Credit Agreement is determined semi-annually as of May 1 and November 1 by the lenders based primarily on the estimated value of the Company’s proved oil and natural gas reserves at December 31 and June 30 of each year, respectively. Both the Company and the lenders may request an unscheduled redetermination of the borrowing base once each between scheduled redetermination dates. During the first quarter of 2017, the lenders completed their review of the Company’s proved oil and natural gas reserves at December 31, 2016, and on April 28, 2017, the borrowing base was increased to $450.0 million and the maximum facility amount remained at $500.0 million. The Company elected to keep the borrowing commitment at $400.0 million. Borrowings under the Credit Agreement are limited to the least of the borrowing base, the maximum facility amount and the elected commitment. The Credit Agreement matures on October 16, 2020.

In the event of an increase in the elected commitment, the Company is required to pay a fee to the lenders equal to a percentage of the amount of the increase, which is determined based on market conditions at the time of the increase. Total deferred loan costs were $1.1 million at June 30, 2017, and these costs are being amortized over the term of the Credit Agreement, which approximates amortization of these costs using the effective interest method. If, upon a redetermination of the borrowing base, the borrowing base were to be less than the outstanding borrowings under the Credit Agreement at any time, the Company would be required to provide additional collateral satisfactory in nature and value to the lenders to increase the borrowing base to an amount sufficient to cover such excess or to repay the deficit in equal installments over a period of six months.

The Company believes that it was in compliance with the terms of the Credit Agreement at June 30, 2017.

Senior Unsecured Notes

On April 14, 2015 and December 9, 2016, the Company issued $400.0 million and $175.0 million, respectively, of 6.875% senior notes due 2023 (collectively, the “Notes”). The Notes mature on April 15, 2023, and interest is payable semi-annually in arrears on April and October 15 of each year.

On May 24, 2017, and pursuant to a registered exchange offer, the Company exchanged all of the $175.0 million of Notes issued on December 9, 2016, which were privately placed, for a like principal amount of 6.875% senior notes due 2023 that have been registered under the Securities Act of 1933, as amended. The terms of such registered Notes are substantially the same as the terms of the original Notes except that the transfer restrictions, registration rights and provisions for additional interest relating to the original Notes do not apply to the registered Notes.

On February 17, 2017, in connection with the formation of San Mateo (see Note 3), Matador entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), which supplements the indenture governing the Notes. Pursuant to the Fourth Supplemental Indenture, (i) Longwood Midstream Holdings, LLC, the holder of Matador’s 51% equity interest in San Mateo, was designated as a guarantor of the Notes and (ii) DLK Black River Midstream, LLC and Black River Water Management Company, LLC, each subsidiaries of San Mateo, were released as parties to, and as guarantors of, the Notes. The guarantors of the Notes, following the effectiveness of the Fourth Supplemental Indenture, are referred to herein as the “Guarantor Subsidiaries.” San Mateo and its subsidiaries (the “Non-Guarantor Subsidiaries”) are not guarantors of the Notes, although they remain restricted subsidiaries under the indenture governing the Notes.

The following presents condensed consolidating financial information on an issuer (Matador), Non-Guarantor Subsidiaries, Guarantor Subsidiaries and consolidated basis (in thousands). Elimination entries are necessary to combine the entities. This financial information is presented in accordance with the requirements of Rule 3-10 of Regulation S-X. The following financial information may not necessarily be indicative of results of operations, cash flows or financial position had the Guarantor Subsidiaries operated as independent entities.



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