Matador Resources Co
For the period ended Sep 30, 2025. Filed Oct 24, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 24, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
UNAUDITED
NOTE 1 —NATURE OF OPERATIONS
Matador Resources Company, a Texas corporation (“Matador” and, collectively with its subsidiaries, the “Company”), is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. The Company’s current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. The Company also has operations in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. Additionally, the Company conducts midstream operations primarily through its midstream joint venture, San Mateo Midstream, LLC and its subsidiaries (“San Mateo”), in support of, and to provide flow assurance for, the Company’s exploration, development and production operations, and San Mateo provides natural gas processing, oil transportation services, oil, natural gas and produced water gathering services and produced water disposal services to third parties.
NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements, Basis of Presentation, Consolidation and Significant Estimates
The interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) but do not include all of the information and footnotes required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025 (the “Annual Report”). The Company consolidates certain subsidiaries and joint ventures that are less-than-wholly-owned and are not involved in oil and natural gas exploration, including San Mateo, and the net income and equity attributable to the non-controlling interest in these subsidiaries have been reported separately as required by Accounting Standards Codification (“ASC”), Consolidation (Topic 810). The Company proportionately consolidates certain joint ventures that are less-than-wholly-owned and are involved in oil and natural gas exploration. All intercompany accounts and transactions have been eliminated in consolidation. In management’s opinion, these interim unaudited condensed consolidated financial statements include all normal, recurring adjustments that are necessary for a fair presentation of the Company’s interim unaudited condensed consolidated financial statements as of September 30, 2025. Amounts as of December 31, 2024 are derived from the Company’s audited consolidated financial statements included in the Annual Report.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions may also affect disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s interim unaudited condensed consolidated financial statements are based on a number of significant estimates, including oil and natural gas revenues, accrued assets and liabilities, stock-based compensation, valuation of derivative instruments, deferred tax assets and liabilities, purchase price allocations and oil and natural gas reserves. The estimates of oil and natural gas reserves quantities and future net cash flows are the basis for the calculations of depletion and impairment of oil and natural gas properties, as well as estimates in the purchase price allocations and of asset retirement obligations and certain tax accruals. While the Company believes its estimates are reasonable, changes in facts and assumptions or the discovery of new information may result in revised estimates. Actual results could differ from these estimates.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
Revenues
The following table summarizes the Company’s total revenues and revenues from contracts with customers on a disaggregated basis for the three and nine months ended September 30, 2025 and 2024 (in thousands).
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenues from contracts with customers | $915,117 | $860,137 | $2,846,968 | $2,500,675 |
| Realized gain on derivatives | 3,946 | 4,528 | 13,607 | 8,573 |
| Unrealized gain (loss) on derivatives | 19,952 | 35,118 | (12,290) | 25,364 |
| Total revenues | $939,015 | $899,783 | $2,848,285 | $2,534,612 |
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Oil revenues | $713,947 | $698,391 | $2,182,648 | $2,002,454 |
| Natural gas revenues | 96,294 | 71,764 | 353,285 | 247,520 |
| Third-party midstream services revenues | 43,833 | 38,316 | 119,339 | 103,324 |
| Sales of purchased natural gas | 61,043 | 51,666 | 191,696 | 147,377 |
| Total revenues from contracts with customers | $915,117 | $860,137 | $2,846,968 | $2,500,675 |
Property and Equipment
The Company uses the full-cost method of accounting for its investments in oil and natural gas properties. Under this method, the Company is required to perform a ceiling test each quarter that determines a limit, or ceiling, on the capitalized costs of oil and natural gas properties based primarily on the after-tax estimated future net cash flows from oil and natural gas properties using a 10% discount rate and the arithmetic average of first-day-of-the-month oil and natural gas prices for the prior 12-month period. For each of the three and nine months ended September 30, 2025 and 2024, the cost center ceiling was higher than the capitalized costs of oil and natural gas properties, and, as a result, no impairment charge was necessary.
The Company capitalized approximately $19.5 million and $15.0 million of its general and administrative costs for the three months ended September 30, 2025 and 2024, respectively, and $55.2 million and $47.2 million of its general and administrative costs for the nine months ended September 30, 2025 and 2024, respectively. The Company capitalized approximately $8.4 million and $8.2 million of its interest expense for the three months ended September 30, 2025 and 2024, respectively, and $23.3 million and $23.4 million of its interest expense for the nine months ended September 30, 2025 and 2024, respectively.
Earnings Per Common Share
The Company reports basic earnings attributable to Matador shareholders per common share, which excludes the effect of potentially dilutive securities, and diluted earnings attributable to Matador shareholders per common share, which includes the effect of all potentially dilutive securities unless their impact is anti-dilutive.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
The following table sets forth the computation of diluted weighted average common shares outstanding for the three and nine months ended September 30, 2025 and 2024 (in thousands).
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | ||||
| Weighted average common shares outstanding | ||||
| Basic | 124,396 | 124,814 | 124,668 | 123,107 |
| Dilutive effect of options and restricted stock units | 14 | 169 | 61 | 251 |
| Diluted weighted average common shares outstanding | 124,410 | 124,983 | 124,729 | 123,358 |
Recent Accounting Pronouncements
Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this standard provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid. This ASU is effective for the Company prospectively to all annual periods beginning after December 15, 2024, and interim reporting periods beginning after December 15, 2025. While the adoption of this ASU will modify the Company’s disclosures, it will not have an impact on the Company’s consolidated balance sheets or statements of income or cash flows in its consolidated financial statements.
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure in the Company’s annual and interim consolidated financial statements of specified information about certain costs and expenses, including depreciation, depletion and amortization recognized as part of oil and natural gas producing activities and employee compensation. This ASU is effective for the Company to all annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. While the adoption of this ASU will modify the Company’s disclosures, it will not have an impact on the Company’s consolidated balance sheets or statements of income or cash flows in its consolidated financial statements.
NOTE 3 —BUSINESS COMBINATIONS AND DIVESTITURES
Ameredev Acquisition
On September 18, 2024, a wholly-owned subsidiary of the Company completed the acquisition (the “Ameredev Acquisition”) of Ameredev Stateline II, LLC (“Ameredev”) from affiliates of EnCap Investments L.P., including (i) certain oil and natural gas producing properties and undeveloped acreage located in Lea County, New Mexico and Loving and Winkler Counties, Texas, and (ii) an approximate 19% stake in the parent company of Piñon Midstream, LLC. Refer to Note 6—Business Combinations and Divestitures in the notes to the consolidated financial statements in the Annual Report for additional details regarding the Ameredev Acquisition, including information regarding the Company’s accounting treatment of the Ameredev Acquisition.
NOTE 3 — BUSINESS COMBINATIONS AND DIVESTITURES — Continued
The final allocation of the total purchase price for the Ameredev Acquisition, including immaterial adjustments from the preliminary allocation as of June 30, 2025, is set forth below (in thousands).
| Consideration | Allocation |
|---|---|
| Cash consideration given | $1,831,214 |
| Allocation of purchase price | |
| Current assets | $51,499 |
| Oil and natural gas properties | |
| Evaluated | 1,316,532 |
| Unproved and unevaluated | 316,586 |
| Midstream assets | 117,762 |
| Equity method investment | 115,819 |
| Current liabilities | (80,651) |
| Asset retirement obligations | (6,333) |
| Net assets acquired | $1,831,214 |
Divestitures
During the first quarter of 2025, the Company sold its remaining South Texas assets in the Eagle Ford shale for $22.2 million, which amount is subject to customary post-closing adjustments.
NOTE 4 —ASSET RETIREMENT OBLIGATIONS
The following table summarizes the changes in the Company’s asset retirement obligations for the nine months ended September 30, 2025 (in thousands).
| Beginning asset retirement obligations | $122,668 |
|---|---|
| Liabilities incurred during period | 6,980 |
| Liabilities settled during period | (1,414) |
| Revisions in estimated cash flows | 17,142 |
| Divestitures during period | (5,799) |
| Accretion expense | 5,642 |
| Ending asset retirement obligations | 145,219 |
| Less: current asset retirement obligations(1) | (6,099) |
| Long-term asset retirement obligations | $139,120 |
(1)Included in accrued liabilities in the Company’s interim unaudited condensed consolidated balance sheet at September 30, 2025.
NOTE 5 —DEBT
The components of debt, including the effects of issuance costs and discounts, net as of September 30, 2025 and December 31, 2024, are set forth below (in thousands).
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Revolving credit agreements: | ||
| Credit Agreement due 2029 | $285,000 | $595,500 |
| San Mateo Credit Facility due 2029 | 815,000 | 615,000 |
| Senior unsecured notes: | ||
| 6.875% senior notes due 2028 (the “2028 Notes”) | 500,000 | 500,000 |
| 6.500% senior notes due 2032 (the “2032 Notes”) | 900,000 | 900,000 |
| 6.250% senior notes due 2033 (the “2033 Notes”) | 750,000 | 750,000 |
| Issuance costs and discounts, net | (30,446) | (35,092) |
| Total senior unsecured notes payable | 2,119,554 | 2,114,908 |
| Total long-term debt | $3,219,554 | $3,325,408 |
Credit Agreements
MRC Energy Company
At September 30, 2025, the Company had $285.0 million in borrowings outstanding under the Company’s reserves-based revolving credit facility (the “Credit Agreement”) and approximately $54.0 million in outstanding letters of credit issued pursuant to the Credit Agreement.
The outstanding borrowings under the Credit Agreement mature on March 22, 2029. 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. The Company and the lenders may each request an unscheduled redetermination of the borrowing base once between scheduled redetermination dates.
In May 2025, the borrowing base of the Credit Agreement was reaffirmed at $3.25 billion, and the Company kept the elected borrowing commitments at $2.25 billion. This May 2025 reaffirmation of the borrowing base constituted the regularly scheduled May 1 redetermination.
The Credit Agreement requires the Company to maintain (i) a current ratio, which is defined as (x) total consolidated current assets plus the unused availability under the Credit Agreement divided by (y) total consolidated current liabilities less current maturities of debt, of not less than 1.0 at the end of each fiscal quarter, and (ii) a debt to EBITDA ratio, which is defined as debt outstanding (net of up to the greater of $150.0 million or 10% of the elected borrowing commitments of unrestricted cash and cash equivalents), divided by a rolling four quarter EBITDA calculation, of 3.5 or less at the end of each fiscal quarter. The Company believes that it was in compliance with the terms of the Credit Agreement at September 30, 2025.
San Mateo Midstream, LLC
At September 30, 2025, San Mateo had $815.0 million in borrowings outstanding under its secured revolving credit facility (the “San Mateo Credit Facility”) and approximately $15.4 million in outstanding letters of credit issued pursuant to the San Mateo Credit Facility. Since September 30, 2025, San Mateo repaid $55.0 million of borrowings under the San Mateo Credit Facility, and at October 21, 2025, San Mateo had $760.0 million in borrowings outstanding under the San Mateo Credit Facility.
NOTE 5 — DEBT — Continued
In June 2025, San Mateo and certain of its lenders modified the San Mateo Credit Facility to (i) increase the lender commitments from $800.0 million to $850.0 million and (ii) add one new bank to San Mateo’s lending group. The San Mateo Credit Facility includes an accordion feature, which provides for potential increases in lender commitments of up to $1.05 billion. The San Mateo Credit Facility is non-recourse with respect to Matador and its other subsidiaries but is guaranteed by San Mateo’s subsidiaries and secured by substantially all of San Mateo’s assets, including real property. The outstanding borrowings under the San Mateo Credit Facility mature on November 26, 2029.
The San Mateo Credit Facility requires San Mateo to maintain a debt to EBITDA ratio, which is defined as total consolidated funded indebtedness outstanding (as defined in the San Mateo Credit Facility) divided by a rolling four quarter EBITDA calculation, of 5.0 or less, subject to certain exceptions. The San Mateo Credit Facility also requires San Mateo to maintain an interest coverage ratio, which is defined as a rolling four quarter EBITDA calculation divided by San Mateo’s consolidated interest expense for such period, of 2.5 or more. The San Mateo Credit Facility also restricts the ability of San Mateo to distribute cash to its members if San Mateo’s debt to EBITDA ratio is greater than 4.5 or San Mateo’s liquidity is less than 10% of the lender commitments under the San Mateo Credit Facility. The Company believes that San Mateo was in compliance with the terms of the San Mateo Credit Facility at September 30, 2025.
NOTE 6 —INCOME TAXES
On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act (the “OBBBA”). The legislation, among other things, makes permanent, extends or modifies certain provisions under the 2017 Tax Cuts and Jobs Act, including a permanent extension of 100% bonus depreciation for certain capital expenditures and immediate deduction of domestic research or experimental expenditures. Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment, and as a result, the Company recognized the impacts of this legislation in its unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025. The effective income tax rates and the total income tax provision for the three and nine months ended September 30, 2025 were not materially impacted by the enactment of the OBBBA.
The Company recorded a current income tax benefit of $39.3 million and a current income tax provision of $6.7 million for the three and nine months ended September 30, 2025, respectively, and a deferred income tax provision of $98.5 million and $191.8 million for the three and nine months ended September 30, 2025, respectively. The Company recorded a current income tax benefit of $21.1 million and a current tax provision of $26.3 million for the three and nine months ended September 30, 2024, respectively, and a deferred income tax provision of $106.4 million and $203.8 million for the three and nine months ended September 30, 2024, respectively. The increase in the current income tax benefit for the three months ended September 30, 2025 and the decrease in the current tax provision for the nine months ended September 30, 2025 compared to the respective periods of 2024 were primarily the result of the OBBBA.
The Company’s effective income tax rate of 25% and 26% for the three months ended September 30, 2025 and 2024, respectively, and 26% for each of the nine months ended September 30, 2025 and 2024, differed from the U.S. federal statutory rate due primarily to state taxes in New Mexico.
NOTE 7 —EQUITY
Stock-based Compensation
During the nine months ended September 30, 2025, the Company granted awards to certain of its employees of 474,393 service-based restricted stock units to be settled in cash, which are liability instruments, and 363,038 performance-based stock units and 380,206 service-based shares of restricted stock, which are equity instruments. The performance-based stock units vest in an amount between zero and 200% of the target units granted based on the Company’s relative total shareholder return over thethree-year period ending December 31, 2027, as compared to a designated peer group. The service-based restricted stock and restricted stock units vest over athree-year period. The fair value of these awards was approximately $65.4 million on their respective grant dates.
NOTE 7 — EQUITY— Continued
Common Stock Dividend
Matador’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.3125 per share of common stock in each of the first, second and third quarters of 2025. The first quarter dividend, which totaled $39.2 million, was paid on March 14, 2025 to shareholders of record as of February 28, 2025. The second quarter dividend, which totaled $39.0 million, was paid on June 6, 2025 to shareholders of record as of May 9, 2025. The third quarter dividend, which totaled $38.7 million, was paid on September 5, 2025 to shareholders of record as of August 15, 2025. On October 15, 2025, the Board amended the Company’s dividend policy to increase the quarterly dividend to $0.375 per share of common stock for future dividend payments and also declared a quarterly cash dividend of $0.375 per share of common stock payable on December 5, 2025 to shareholders of record as of November 10, 2025.
Share Repurchase Program
On April 16, 2025, the Board authorized a share repurchase program (the “Share Repurchase Program”) of up to $400.0 million of common stock. These repurchases may be conducted through a variety of methods, including open market purchases, 10b5-1 trading plans, privately negotiated transactions or other means.
During the three and nine months ended September 30, 2025, the Company repurchased 137,161 and 1,232,828 shares of common stock under the Share Repurchase Program at a weighted average price of $47.06 and $41.11 per common share for a total cost of $6.5 million and $50.7 million, respectively.
San Mateo Distributions and Contributions
During the three months ended September 30, 2025 and 2024, San Mateo distributed $36.2 million and $23.7 million, respectively, to the Company and $34.8 million and $22.8 million, respectively, to a subsidiary of Five Point Infrastructure LLC (previously, Five Point Energy LLC) (“Five Point”), the Company’s joint venture partner in San Mateo. During the nine months ended September 30, 2025 and 2024, San Mateo distributed $101.0 million and $75.9 million, respectively, to the Company and $97.0 million and $73.0 million, respectively, to a subsidiary of Five Point.
During the three and nine months ended September 30, 2025, there wereno contributions to San Mateo by either the Company or Five Point. During the three months ended September 30, 2024, there wereno contributions to San Mateo by either the Company or Five Point. During the nine months ended September 30, 2024, the Company contributed $19.9 million and Five Point contributed $19.1 million of cash to San Mateo.
Performance Incentives
No performance incentives were paid by Five Point to the Company during the three months ended September 30, 2025. Five Point paid the Company $12.3 million of performance incentives during the three months ended September 30, 2024. Five Point paid the Company $9.2 million and $22.5 million of performance incentives during the nine months ended September 30, 2025 and 2024, respectively. These performance incentives are recorded when received, net of the $2.6 million deferred tax impact to the Company for the three months ended September 30, 2024 and $1.9 million and $4.7 million deferred tax impact to the Company for the nine months ended September 30, 2025 and 2024, respectively, in “Additional paid-in capital” in the Company’s interim unaudited condensed consolidated balance sheets. These performance incentives for the three and nine months ended September 30, 2025 and 2024 are also denoted as “Contributions related to formation of San Mateo” under “Financing activities” in the Company’s interim unaudited condensed consolidated statements of cash flows and changes in shareholders’ equity.
NOTE 8 —DERIVATIVE FINANCIAL INSTRUMENTS
At September 30, 2025, the Company had various costless collar contracts open and in place to mitigate its exposure to oil and natural gas price volatility, each with an established price floor and ceiling. At September 30, 2025, the Company had natural gas basis differential swap contracts open and in place to mitigate its exposure to natural gas price volatility, with a specific term (calculation period), notional quantity (volume hedged) and fixed price. The Company had no open contracts associated with natural gas liquids prices at September 30, 2025.
NOTE 8 — DERIVATIVE FINANCIAL INSTRUMENTS — Continued
The following is a summary of the Company’s open costless collar contracts at September 30, 2025.
| Commodity | Calculation Period | Notional Quantity (Bbl or MMBtu) | Weighted Average Price Floor ($/Bbl or $/MMBtu) | Weighted Average Price Ceiling ($/Bbl or $/MMBtu) | Fair Value ofAsset (Liability) (thousands) |
|---|---|---|---|---|---|
| Oil | 10/01/2025 - 12/31/2025 | 6,440,000 | $52.00 | $77.20 | $886 |
| Natural Gas | 01/01/2026 - 12/31/2026 | 54,750,000 | $3.50 | $6.70 | 14,521 |
| Total open costless collar contracts | $15,407 | ||||
The following is a summary of the Company’s open basis differential swap contracts at September 30, 2025.
| Commodity · Calculation Period · Notional Quantity (MMBtu) · Fixed Price ($/MMBtu) · Fair Value ofAsset (Liability) (thousands) | |||||
|---|---|---|---|---|---|
| Natural Gas Basis Differential | 10/01/2025 - 12/31/2025 | 2,760,000 | $(0.59) | $8,034 | |
| Natural Gas Basis Differential | 01/01/2026 - 12/31/2026 | 54,750,000 | $(2.52) | (19,763) | |
| Total open basis differential swap contracts | $(11,729) | ||||
The Company’s derivative financial instruments are subject to master netting arrangements, and the Company’s counterparties allow for cross-commodity master netting provided the settlement dates for the commodities are the same. The Company does not present different types of commodities with the same counterparty on a net basis in its interim unaudited condensed consolidated balance sheets.
The following table presents the gross asset and liability fair values of the Company’s commodity price derivative financial instruments and the location of these balances in the interim unaudited condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands).
| Derivative Instruments | Grossamountsrecognized | Gross amountsnetted in the condensedconsolidatedbalance sheets | Net amounts presented in the condensedconsolidatedbalance sheets |
|---|---|---|---|
| Current assets | $38,671 | $(17,466) | $21,205 |
| Other assets | 4,651 | (2,414) | 2,237 |
| Current liabilities | (19,984) | 17,466 | (2,518) |
| Long-term liabilities | (19,660) | 2,414 | (17,246) |
| Total | $3,678 | $— | $3,678 |
| Current assets | $19,899 | $(3,931) | $15,968 |
| Current liabilities | (3,931) | 3,931 | — |
| Total | $15,968 | $— | $15,968 |
NOTE 8 — DERIVATIVE FINANCIAL INSTRUMENTS — Continued
The following table summarizes the location and aggregate gain (loss) of all derivative financial instruments recorded in the interim unaudited condensed consolidated statements of income for the periods presented (in thousands).
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Type of Instrument · Location in Condensed Consolidated Statement of Income · 2025 · 2024 · 2025 · 2024 | ||||||||
| Derivative Instrument | ||||||||
| Natural Gas | Revenues: Realized gain on derivatives | $3,946 | $4,528 | $13,607 | $8,573 | |||
| Realized gain on derivatives | 3,946 | 4,528 | 13,607 | 8,573 | ||||
| Oil | Revenues: Unrealized (loss) gain on derivatives | (4,372) | 35,602 | (2,790) | 20,898 | |||
| Natural Gas | Revenues: Unrealized gain (loss) on derivatives | 24,324 | (484) | (9,500) | 4,466 | |||
| Unrealized gain (loss) on derivatives | 19,952 | 35,118 | (12,290) | 25,364 | ||||
| Total | $23,898 | $39,646 | $1,317 | $33,937 | ||||
NOTE 9 —FAIR VALUE MEASUREMENTS
The Company measures and reports certain financial and non-financial assets and liabilities on a fair value basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Fair value measurements are classified and disclosed in one of the following categories.
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.
Financial and non-financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.
The following tables summarize the valuation of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis in accordance with the classifications provided above as of September 30, 2025 and December 31, 2024 (in thousands).
| Fair Value Measurements at September 30, 2025 using | ||||
|---|---|---|---|---|
| Description | Level 1 | Level 2 | Level 3 | Total |
| Assets (Liabilities) | ||||
| Oil costless collars | $— | $886 | $— | $886 |
| Natural gas costless collars | — | 14,521 | — | 14,521 |
| Natural gas basis differential swaps | — | (11,729) | — | (11,729) |
| Total | $— | $3,678 | $— | $3,678 |
NOTE 9 — FAIR VALUE MEASUREMENTS — Continued
| Fair Value Measurements atDecember 31, 2024 using | ||||
|---|---|---|---|---|
| Description | Level 1 | Level 2 | Level 3 | Total |
| Assets (Liabilities) | ||||
| Oil costless collars | $— | $3,676 | $— | $3,676 |
| Natural gas basis differential swaps | — | 12,292 | — | 12,292 |
| Total | $— | $15,968 | $— | $15,968 |
Additional disclosures related to derivative financial instruments are provided in Note 8.
Other Fair Value Measurements
At September 30, 2025 and December 31, 2024, the carrying values reported on the interim unaudited condensed consolidated balance sheets for accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, royalties payable, amounts due to affiliates, advances from joint interest owners and other current liabilities approximated their fair values due to their short-term maturities.
At September 30, 2025 and December 31, 2024, the carrying value of borrowings under the Credit Agreement and the San Mateo Credit Facility approximated their fair value as both are subject to short-term floating interest rates that reflect market rates available to the Company at the time and are classified at Level 2 in the fair value hierarchy.
At September 30, 2025 and December 31, 2024, the fair value of the 2028 Notes was $509.5 million and $505.4 million, respectively, based on quoted market prices, which represent Level 1 inputs in the fair value hierarchy.
At September 30, 2025 and December 31, 2024, the fair value of the 2032 Notes was $911.2 million and $890.7 million, respectively, based on quoted market prices, which represent Level 1 inputs in the fair value hierarchy.
At September 30, 2025 and December 31, 2024, the fair value of the 2033 Notes was $755.2 million and $730.6 million, respectively, based on quoted market prices, which represent Level 1 inputs in the fair value hierarchy.
Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets and liabilities acquired in a business combination, lease and well equipment inventory when the market value is determined to be lower than the cost of the inventory, and other property and equipment that are reduced to fair value when they are impaired or held for sale.
NOTE 10 —COMMITMENTS AND CONTINGENCIES
Processing, Transportation and Produced Water Disposal Commitments
Firm Commitments
From time to time, the Company enters into agreements with third parties whereby the Company commits to deliver anticipated natural gas and oil production and produced water from certain portions of its acreage for transportation, gathering, processing, fractionation, sales and disposal. The Company paid approximately $18.8 million and $18.6 million for services under these agreements during the three months ended September 30, 2025 and 2024, respectively, and $62.2 million and $50.2 million for services under these agreements during the nine months ended September 30, 2025 and 2024, respectively. Certain of these agreements contain minimum volume commitments. If the Company does not meet the minimum volume commitments under these agreements, it will be required to pay certain deficiency fees. If the Company ceased operations in the areas subject to these agreements at September 30, 2025, the total deficiencies required to be paid by the Company under these agreements would be approximately $697.8 million.
NOTE 10 — COMMITMENTS AND CONTINGENCIES — Continued
San Mateo Commitments
The Company dedicated to San Mateo its current and certain future leasehold interests in the Rustler Breaks asset area and the Wolf portion of the West Texas asset area and acreage in the southern portion of the Arrowhead asset area (the “Greater Stebbins Area”) and the Stateline asset area pursuant to 15-year, fixed-fee oil transportation, oil, natural gas and produced water gathering and produced water disposal agreements. In addition, the Company dedicated to San Mateo its current and certain future leasehold interests in the Rustler Breaks asset area and acreage in the Greater Stebbins Area and Stateline asset area pursuant to 15-year, fixed-fee natural gas processing agreements. In 2024, the Company also dedicated to San Mateo certain of its current and future leasehold interests in the Ranger and Antelope Ridge asset areas pursuant to 15-year, fixed-fee natural gas gathering, compression, treating and processing agreements (collectively with the transportation, gathering, produced water disposal and natural gas processing agreements, the “Operational Agreements”). San Mateo provides the Company with firm service under each of the Operational Agreements in exchange for certain minimum volume commitments. The remaining minimum contractual obligation under the Operational Agreements at September 30, 2025 was approximately $758.2 million.
Legal Proceedings
The Company is a party to several legal proceedings encountered in the ordinary course of its business. While the ultimate outcome and impact on the Company cannot be predicted with certainty, in the opinion of management, it is remote that these legal proceedings will have a material adverse impact on the Company’s financial condition, results of operations or cash flows.
NOTE 11 —SUPPLEMENTAL DISCLOSURES
Accrued Liabilities
The following table summarizes the Company’s current accrued liabilities at September 30, 2025 and December 31, 2024 (in thousands).
| September 30,2025 | December 31,2024 | |
|---|---|---|
| Accrued evaluated and unproved and unevaluated property costs | $263,522 | $197,817 |
| Accrued midstream properties costs | 43,835 | 31,595 |
| Accrued lease operating expenses | 110,141 | 92,364 |
| Accrued interest on debt | 66,316 | 34,769 |
| Accrued asset retirement obligations | 6,099 | 8,431 |
| Accrued partners’ share of joint interest charges | 42,117 | 41,614 |
| Accrued payable related to purchased natural gas | 11,082 | 9,063 |
| Other | 5,250 | 25,831 |
| Total accrued liabilities | $548,362 | $441,484 |
NOTE 11 — SUPPLEMENTAL DISCLOSURES — Continued
Supplemental Cash Flow Information
The following table provides supplemental disclosures of cash flow information for the nine months ended September 30, 2025 and 2024 (in thousands).
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash paid for income taxes | $50,500 | $34,283 |
| Cash paid for interest expense, net of amounts capitalized | $110,732 | $84,406 |
| Increase in asset retirement obligations related to mineral properties | $16,568 | $27,799 |
| Increase in asset retirement obligations related to midstream properties | $341 | $492 |
| Increase in liabilities for drilling, completion and equipping capital expenditures | $43,167 | $65,925 |
| Increase in liabilities for acquisition of oil and natural gas properties | $1,146 | $1,066 |
| Increase (decrease) in liabilities for midstream properties capital expenditures | $12,330 | $(33,773) |
| Stock-based compensation expense recognized as a liability | $8,795 | $8,004 |
| Transfer of inventory to oil and natural gas properties | $(18,194) | $(13,377) |
The following table provides a reconciliation of cash and restricted cash recorded in the interim unaudited condensed consolidated balance sheets to cash and restricted cash as presented on the interim unaudited condensed consolidated statements of cash flows (in thousands).
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash | $20,150 | $23,277 |
| Restricted cash | 76,237 | 53,746 |
| Total cash and restricted cash | $96,387 | $77,023 |
NOTE 12 —SEGMENT INFORMATION
The Company hastwo business segments: (i) exploration and production and (ii) midstream. The exploration and production segment is engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States and is currently focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. The Company also has operations in the Haynesville shale and Cotton Valley plays in Northwest Louisiana. The midstream segment conducts midstream operations in support of, and provides flow assurance for, the Company’s exploration, development and production operations and provides natural gas processing, oil transportation services, oil, natural gas and produced water gathering services and produced water disposal services to third parties. The majority of the Company’s midstream operations in the Delaware Basin are conducted through San Mateo.
The Company’s chief operating decision maker (“CODM”) is the Chairman and Chief Executive Officer. The CODM uses operating income to assess income generated from each segment to allocate resources by either reinvesting profits as midstream or drilling and completion capital expenditures, or for determining the appropriate amounts for acquisition spend, the repayment of debt, the payment of dividends and repurchases of common stock.
The following tables present selected financial information for the periods presented regarding the Company’s business segments on a stand-alone basis, corporate expenses that are not allocated to a segment and the consolidation and elimination entries necessary to arrive at the financial information for the Company on a consolidated basis (in thousands). On a consolidated basis, midstream services revenues consist primarily of those revenues from midstream operations related to third parties, including working interest owners in the Company’s operated wells. All midstream services revenues associated with Company-owned production are eliminated in consolidation. In evaluating the operating results of the exploration and production and midstream segments, the Company does not allocate certain expenses to the individual segments, including general and administrative expenses. Such expenses are reflected in the column labeled “Corporate.”
| Exploration and Production · Consolidations and Eliminations · Consolidated Company | |||||
|---|---|---|---|---|---|
| Midstream · Corporate | |||||
| Oil and natural gas revenues | $807,167 | $3,074 | $— | $— | $810,241 |
| Midstream services revenues | — | 143,117 | — | (99,284) | 43,833 |
| Sales of purchased natural gas | 26,057 | 34,986 | — | — | 61,043 |
| Realized gain on derivatives | 3,946 | — | — | — | 3,946 |
| Unrealized gain on derivatives | 19,952 | — | — | — | 19,952 |
| Operating expense(1) | 150,838 | 50,525 | — | (43,355) | 158,008 |
| Other expenses(2) | 441,003 | 58,340 | 31,614 | (55,929) | 475,028 |
| Operating income(3) | $265,281 | $72,312 | $(31,614) | $— | $305,979 |
| Total assets(4) | $9,663,974 | $1,832,452 | $150,282 | $— | $11,646,708 |
| Capital expenditures(5) | $569,873 | $72,193 | $1,291 | $— | $643,357 |
(2)Includes depletion, depreciation and amortization expenses of $290.1 million and $14.9 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.4 million. Other expenses for each reportable segment also include (i) production taxes, transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations and (iv) purchased natural gas.
(3)Includes $24.3 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $140.0 million attributable to land and seismic acquisition expenditures related to the exploration and production segment and $29.4 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
| Exploration and Production · Consolidations and Eliminations · Consolidated Company | |||||
|---|---|---|---|---|---|
| Midstream · Corporate | |||||
| Oil and natural gas revenues | $765,181 | $4,974 | $— | $— | $770,155 |
| Midstream services revenues | — | 120,056 | — | (81,740) | 38,316 |
| Sales of purchased natural gas | 7,079 | 44,587 | — | — | 51,666 |
| Realized gain on derivatives | 4,528 | — | — | — | 4,528 |
| Unrealized gain on derivatives | 35,118 | — | — | — | 35,118 |
| Operating expense(1) | 130,606 | 43,695 | — | (43,798) | 130,503 |
| Other expenses(2) | 335,191 | 54,565 | 25,410 | (37,942) | 377,224 |
| Operating income(3) | $346,109 | $71,357 | $(25,410) | $— | $392,056 |
| Total assets(4) | $8,899,141 | $1,653,821 | $70,329 | $— | $10,623,291 |
| Capital expenditures(5) | $1,915,453 | $295,650 | $3,186 | $— | $2,214,289 |
(2)Includes depletion, depreciation and amortization expenses of $231.6 million and $10.9 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $0.4 million. Other expenses for each reportable segment also include (i) production taxes, transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations and (iv) purchased natural gas.
(3)Includes $24.4 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $1.59 billion attributable to land and seismic acquisition expenditures related to the exploration and production segment, $240.9 million attributable to midstream acquisition expenditures and $5.9 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 | |||||
| Oil and natural gas revenues | $2,526,213 | $9,720 | $— | $— | $2,535,933 |
| Midstream services revenues | — | 400,221 | — | (280,882) | 119,339 |
| Sales of purchased natural gas | 81,316 | 110,380 | — | — | 191,696 |
| Realized gain on derivatives | 13,607 | — | — | — | 13,607 |
| Unrealized loss on derivatives | (12,290) | — | — | — | (12,290) |
| Operating expense(1) | 450,879 | 149,083 | — | (131,110) | 468,852 |
| Other expenses(2) | 1,296,928 | 161,219 | 87,264 | (149,772) | 1,395,639 |
| Operating income(3) | $861,039 | $210,019 | $(87,264) | $— | $983,794 |
| Total assets(4) | $9,663,974 | $1,832,452 | $150,282 | $— | $11,646,708 |
| Capital expenditures(5) | $1,435,138 | $250,864 | $3,047 | $— | $1,689,049 |
(2)Includes depletion, depreciation and amortization expenses of $848.6 million and $40.1 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $1.2 million. Other expenses for each reportable segment also includes (i) production taxes, transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations and (iv) purchased natural gas.
(3)Includes $78.6 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $265.6 million attributable to land and seismic acquisition expenditures related to the exploration and production segment and $105.5 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 | |||||
| Oil and natural gas revenues | $2,238,873 | $11,679 | $— | $(578) | $2,249,974 |
| Midstream services revenues | — | 324,248 | — | (220,924) | 103,324 |
| Sales of purchased natural gas | 17,278 | 130,099 | — | — | 147,377 |
| Realized gain on derivatives | 8,573 | — | — | — | 8,573 |
| Unrealized gain on derivatives | 25,364 | — | — | — | 25,364 |
| Operating expense(1) | 359,038 | 120,576 | — | (116,905) | 362,709 |
| Other expenses(2) | 960,217 | 165,440 | 76,214 | (104,597) | 1,097,274 |
| Operating income(3) | $970,833 | $180,010 | $(76,214) | $— | $1,074,629 |
| Total assets(4) | $8,899,141 | $1,653,821 | $70,329 | $— | $10,623,291 |
| Capital expenditures(5) | $2,939,236 | $433,587 | $3,957 | $— | $3,376,780 |
(2)Includes depletion, depreciation and amortization expenses of $647.5 million and $32.7 million for the exploration and production and midstream segments, respectively. Also includes corporate depletion, depreciation and amortization expenses of $1.0 million. Other expenses for each reportable segment also include (i) production taxes, transportation and processing, (ii) general and administrative expenses, (iii) accretion of asset retirement obligations and (iv) purchased natural gas.
(3)Includes $62.6 million in net income attributable to non-controlling interest in subsidiaries related to the midstream segment.
(5)Includes $1.94 billion attributable to land and seismic acquisition expenditures related to the exploration and production segment, $240.9 million attributable to midstream acquisition expenditures and $19.2 million in capital expenditures attributable to non-controlling interest in subsidiaries related to the midstream segment.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.