Subsidiary Guarantors

3 Months Ended

Mar. 31, 2020

The Notes are jointly and severally guaranteed by certain subsidiaries of Matador (the “Guarantor Subsidiaries”) on a full and unconditional basis (except for customary release provisions). At March 31, 2020, the Guarantor Subsidiaries were 100% owned by Matador. Matador is a parent holding company and has no independent assets or operations, and there are no significant restrictions on the ability of Matador to obtain funds from the Guarantor Subsidiaries by dividend or loan. San Mateo and its subsidiaries (the “Non-Guarantor Subsidiaries”) are not guarantors of the Notes.

The following tables present condensed consolidating financial information of Matador (as issuer of the Notes), the Non-Guarantor Subsidiaries, the Guarantor Subsidiaries and all entities on a 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 March 31, 2020
	Matador		Non-Guarantor Subsidiaries		Guarantor Subsidiaries		Eliminating Entries			Consolidated
ASSETS
Intercompany receivable	$	1,595,484	$	13,440	$	—	$	(1,608,924	)	$	—
Current assets	7,024		41,840		307,771		—			356,635
Net property and equipment	—		648,361		3,238,872		—			3,887,233
Investment in subsidiaries	1,516,219		—		170,552		(1,686,771		)	—
Long-term assets	—		2,855		97,278		(10,330		)	89,803
Total assets	$	3,118,727	$	706,496	$	3,814,473	$	(3,306,025	)	$	4,333,671
LIABILITIES AND EQUITY
Intercompany payable	$	—	$	—	$	1,608,924	$	(1,608,924	)	$	—
Current liabilities	2,867		52,782		305,123		(874		)	359,898
Senior unsecured notes payable	1,039,811		—		—		—			1,039,811
Other long-term liabilities	84,700		320,131		384,207		(9,456		)	779,582
Total equity attributable to Matador Resources Company	1,991,349		170,552		1,516,219		(1,686,771		)	1,991,349
Non-controlling interest in subsidiaries	—		163,031		—		—			163,031
Total liabilities and equity	$	3,118,727	$	706,496	$	3,814,473	$	(3,306,025	)	$	4,333,671



Condensed Consolidating Balance Sheet December 31, 2019
	Matador		Non-Guarantor Subsidiaries		Guarantor Subsidiaries		Eliminating Entries			Consolidated
ASSETS
Intercompany receivable	$	1,578,133	$	29,217	$	—	$	(1,607,350	)	$	—
Current assets	29		37,933		240,530		—			278,492
Net property and equipment	—		583,899		3,115,696		—			3,699,595
Investment in subsidiaries	1,332,237		—		144,697		(1,476,934		)	—
Long-term assets	—		3,072		99,049		(10,532		)	91,589
Total assets	$	2,910,399	$	654,121	$	3,599,972	$	(3,094,816	)	$	4,069,676
LIABILITIES AND EQUITY
Intercompany payable	$	—	$	—	$	1,607,350	$	(1,607,350	)	$	—
Current liabilities	—		73,086		327,595		(909		)	399,772
Senior unsecured notes payable	1,039,416		—		—		—			1,039,416
Other long-term liabilities	37,329		300,540		332,790		(9,623		)	661,036
Total equity attributable to Matador Resources Company	1,833,654		144,697		1,332,237		(1,476,934		)	1,833,654
Non-controlling interest in subsidiaries	—		135,798		—		—			135,798
Total liabilities and equity	$	2,910,399	$	654,121	$	3,599,972	$	(3,094,816	)	$	4,069,676



Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2020
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries		Eliminating Entries			Consolidated
Total revenues	$	—		$	45,319		$	347,687	$	(21,421	)	$	371,585
Total expenses	921			23,794			174,759		(21,421		)	178,053
Operating (loss) income	(921		)	21,525			172,928		—			193,532
Interest expense	(17,375		)	(2,437		)	—		—			(19,812		)
Other income	—			—			1,320		—			1,320
Earnings in subsidiaries	183,982			—			9,734		(193,716		)	—
Income before income taxes	165,686			19,088			183,982		(193,716		)	175,040
Total income tax provision	39,957			—			—		—			39,957
Net income attributable to non-controlling interest in subsidiaries	—			(9,354		)	—		—			(9,354		)
Net income attributable to Matador Resources Company shareholders	$	125,729		$	9,734		$	183,982	$	(193,716	)	$	125,729



Condensed Consolidating Statement of Operations For the Three Months Ended March 31, 2019
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminating Entries			Consolidated
Total revenues	$	—		$	42,876		$	149,248		$	(18,235	)	$	173,889
Total expenses	1,035			25,505			158,043			(18,235		)	166,348
Operating (loss) income	(1,035		)	17,371			(8,795		)	—			7,541
Interest expense	(15,787		)	(2,142		)	—			—			(17,929		)
Other expense	—			—			(110		)	—			(110		)
(Loss) earnings in subsidiaries	(1,138		)	—			7,767			(6,629		)	—
(Loss) income before income taxes	(17,960		)	15,229			(1,138		)	(6,629		)	(10,498		)
Total income tax benefit	(1,013		)	—			—			—			(1,013		)
Net income attributable to non-controlling interest in subsidiaries	—			(7,462		)	—			—			(7,462		)
Net (loss) income attributable to Matador Resources Company shareholders	$	(16,947	)	$	7,767		$	(1,138	)	$	(6,629	)	$	(16,947	)



Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2020
	Matador		Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminating Entries			Consolidated
Net cash provided by operating activities	$	4	$	25,244		$	84,124		$	—		$	109,372
Net cash used in investing activities	—		(73,670		)	(170,065		)	(4,485		)	(248,220		)
Net cash provided by financing activities	—		53,500			72,530			4,485			130,515
Increase (decrease) in cash and restricted cash	4		5,074			(13,411		)	—			(8,333		)
Cash and restricted cash at beginning of period	29		24,656			40,443			—			65,128
Cash and restricted cash at end of period	$	33	$	29,730		$	27,032		$	—		$	56,795



Condensed Consolidating Statement of Cash Flows For the Three Months Ended March 31, 2019
	Matador			Non-Guarantor Subsidiaries			Guarantor Subsidiaries			Eliminating Entries		Consolidated
Net cash (used in) provided by operating activities	$	(109	)	$	32,616		$	26,733		$	—	$	59,240
Net cash used in investing activities	—			(29,988		)	(184,892		)	—		(214,880		)
Net cash provided by financing activities	—			3,968			114,400			—		118,368
(Decrease) Increase in cash and restricted cash	(109		)	6,596			(43,759		)	—		(37,272		)
Cash and restricted cash at beginning of period	456			18,840			64,688			—		83,984
Cash and restricted cash at end of period	$	347		$	25,436		$	20,929		$	—	$	46,712