DEBT | 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 interes t 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 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 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 |